SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GUEZ PAUL

(Last)

(First)

(Middle)

C/O AZTECA PRODUCTION INTERNATIONAL

5804 EAST SLAUSON AVENUE

(Street)

CITY OF COMMERCE

90040

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INNOVO GROUP INC [ INNO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/09/2005		S		13,672	D	$5.44	109,632	I	see note⁽¹⁾
Common Stock	03/10/2005		S		20,000	D	$5.37	89,632	I	see note⁽¹⁾
Common Stock	03/11/2005		S		3,832	D	$5.37	85,800	I	see note⁽¹⁾
Common Stock	03/15/2005		J		111,613	D	$0⁽²⁾	174,101	I	see note⁽²⁾
Common Stock								3,349,204	I	see note⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Mr. Paul Guez exercises the sole power to direct the voting and disposition of these shares held for the account of Commerce Investment Group LLC ("Commerce"), an entity jointly owned by Hubert Guez and Paul Guez, but which Mr. Paul Guez has the sole power to direct the voting and disposition of the shares.

2. These shares are to be transferred in the ordinary course of business pursuant to a privately negotiated transaction for non-cash consideration in connection with the execution of a settlement agreement. Paul Guez may be deemed to be the indirect beneficial owner of these shares becasue he has the sole voting and investment control over the 111,613 shares held by SHD Investments transferred in this transaction. Mr. Paul Guez indirectly holds the sole voting and investment control over the remaining 174,101 shares held for the account of SHD.

3. In addition to the shares listed herein, Mr. Paul Guez may be deemed to be the indirect beneficial owner of the following shares due to the sole power he has to direct the voting and disposition of such shares held for the account of the respective entity: (1) 2,200,000 shares held for the account of Azteca Productions International, Inc. ("Azteca"), and (2) 1,149,204 shares held for the account of Integrated Apparel Resources LLC. Mr. Paul Guez dislcaims beneficial ownership of all shares listed herein not held directly for his own account and the filing of this statement shall not be deemed to be an admission of Paul Guez that he is the beneficial owner of any securities not held directly for his own account for purposes of Section 16 or otherwise.

	/s/ Paul Guez	03/15/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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