UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
INNOVO GROUP INC.
(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
(Title of Class of Securities)
457954600
(CUSIP Number)
Samuel J. Furrow, Jr.
Innovo Group Inc.
5804 East Slauson Avenue
Commerce, California 90040
(323) 725-5516
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 22, 2005
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of 240.13d-
1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 240.13d-7 for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 8 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
AZTECA PRODUCTION INTERNATIONAL, INC.
2 Check the Appropriate Box if a Member of a Group (See
Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
6 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
California
7 Sole Voting Power
Number of 3,442,508
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 3,442,508
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,442,508
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
10.51%
14 Type of Reporting Person (See Instructions)
OO
Page 2 of 8 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
HUBERT GUEZ
2 Check the Appropriate Box if a Member of a Group (See
Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
UNITED STATES
7 Sole Voting Power
Number of 1,537,287
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,537,287
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,537,287
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
4.69%
14 Type of Reporting Person (See Instructions)
IN
Page 3 of 8 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
PAUL GUEZ
2 Check the Appropriate Box if a Member of a Group (See
Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
UNITED STATES
7 Sole Voting Power
Number of 2,221,576
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,221,576
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,221,576
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
6.78%
14 Type of Reporting Person (See Instructions)
IN
Page 4 of 8 Pages
This Amendment No. 10 to Schedule 13D relates to shares of
Common Stock, par value $0.10 per share (the "Shares") of Innovo
Group, Inc. (the "Issuer"). This Amendment No. 10 supplementally
amends the initial statement on Schedule 13D, dated November 30,
2000 (the "Initial Statement") Amendment No. 1 to Schedule 13D,
dated July 11, 2003 and filed on October 29, 2003
("Amendment No. 1"), Amendment No. 2 to Schedule 13D, dated
September 18, 2003 and filed on December 18, 2003, ("Amendment
No. 2"), Amendment No. 3 to Schedule 13D, dated September 18,
2003 and filed on January 20, 2004 ("Amendment No. 3"), Amendment
No. 4 to Schedule 13D, dated March 5, 2004 and filed on March 9,
2004 ("Amendment No. 4"), Amendment No. 5 to Schedule 13D, dated
April 2, 2004 and filed on April 28, 2004 ("Amendment No. 5"),
Amendment No. 6 to Schedule 13D, dated April 29, 2004 and filed
on May 11, 2004 ("Amendment No. 6"), Amendment No. 7 to
Schedule 13D, dated May 13, 2004 and filed on May 18, 2004
("Amendment No. 7"), Amendment No. 8 to Schedule 13D, dated
March 15, 2005 and filed on March 16, 2005 ("Amendment No. 8")
and Amendment No. 9 to Schedule 13D dated April 5, 2005 and filed
on April 15, 2005 filed by the Reporting Persons (as defined
herein). Capitalized terms used but not defined herein shall have
the meaningsascribed to them in the Initial Statement.The Initial
Statement is supplementally amended as follows.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the
following persons (collectively, the "Reporting Persons"):
i) Azteca Production International, Inc. ("Azteca")
ii) Mr. Hubert Guez ("Mr. Hubert Guez"); and
iii) Mr. Paul Guez ("Mr. Paul Guez").
This Statement relates to the Shares held for the accounts
of Commerce Investment Group, LLC ("Commerce"), Azteca, S.H.D.
Investments,LLC,a California limited liability company ("SHD"),
Integrated Apparel Resources,LLC, a California limited liability
company ("Integrated"), and Mr. Hubert Guez.
Item 5. Interest in Securities of the Issuer.
On April 21, 2005, Mr. Hubert Guez, on behalf of shares
held solely by him for the account of Commerce, a less than 5%
stockholder as of the date of Amendment No. 9, exercised a common
stock purchase warrant held for the account of Commerce and
commenced sales of Shares of stock of the Issuer issued in
connection with the exercise. The exercise of the common stock
purchase warrant and subsequent sale of Shares by Mr. Hubert
Guez resulted in the change, in the aggregate, in more than 1%
of the Shares held by such entities prior to the commencement of
the sales. During April and May 2005, Mr. Paul Guez, on behalf
of shares held solely by him for the account of Integrated,
commenced a seriesof sales of shares of stock of the Issuer. As a
result of these sales and in order to comply with the Securities
Exchange Act of 1934, as amended, the Reporting Persons wish to
reflect these changes herein.
As a result, the text of Item 5 of Amendment No. 9 is
deleted in its entirety and is replaced with the following:
The Reporting Persons have been informed that there
were 32,757,951 Shares outstanding as of May 12,2005,according to
the Issuer.
Page 5 of 8 Pages
(a)
(i) Azteca may be deemed the beneficial owner of
3,442,508 Shares (approximately 10.51% of the total number of
Shares outstanding). This number consists of A) 1,513,387 Shares
held for its account of which Mr. Hubert Guez may be deemed to
have the sole power to direct the voting and disposition of such
Shares on behalf of Azteca, and B) 1,929,121 Shares held for its
account of which Mr. Paul Guez may be deemed to have the sole
power to direct the voting and disposition of such Shares on
behalf of Azteca.
(ii) Mr. Hubert Guez may be deemed the
beneficial owner of 1,537,287 Shares (approximately 4.69% of the
total number of Shares outstanding and assuming the exercise of
warrants held for the account of Commerce). This number consists
of A) 23,900 Shares held for his personal account, B) 1,513,387
Shares held for the account of Azteca, of which Mr. Hubert Guez
may be deemed to have the sole power to direct the voting and
disposition of such Shares.
(iii) Mr. Paul Guez may be deemed the beneficial
owner of 2,221,576 Shares (approximately 6.78% of the total
number of Shares outstanding). This number consists of A)
149,101 Shares held for the account of SHD, of which Mr. Paul
Guez may be deemed to have the sole power to direct the voting
and disposition of such Shares, B) 1,929,121 Shares held for the
account of Azteca, of which Mr. Paul Guez may be deemed to have
the sole power to direct the voting and disposition of such
Shares, and C) 143,354 Shares held for the account of Integrated,
of which Mr. Paul Guez may be deemed to have the sole power to
direct the voting and disposition of such Shares.
(b)
(i) Azteca, through Mr. Paul Guez, may be deemed
to have sole voting power to direct the voting and disposition of
1,929,121 Shares held for its account and through Mr. Hubert
Guez, may be deemed to have the sole voting and disposition of
the 1,513,387 Shares held for its account.
(ii) Mr. Hubert Guez may be deemed to have the
sole power to direct the voting and disposition of the A) 23,900
Shares held for his personal account,B)1,513,387 Shares held for
the account of Azteca.
(iii) Mr. Paul Guez may be deemed to have the sole
power to direct the voting and disposition of the A) 1,929,121
Shares held for the account of Azteca; B) 149,101 Shares held for
the account of SHD, and C) 143,354 Shares held for the account
of Integrated.
Page 6 of 8 Pages
(c) (i) The following transactions in Common Stock were
effected by Mr. Hubert Guez in the past 60 days, on behalf of
Commerce's Shares that he may be deemed to have the sole power to
direct the voting and disposition and the right to receive the
proceeds from the sale of such Shares, and are noted below.
Except as otherwise stated herein, there have been no
transactions effected with respect to the Shares in the past 60
days that represented a change in greater than 1% of the Shares
by any of the Reporting Persons. Immediately prior to the sales
of the Shares, Mr. Hubert Guez may have been deemed to have the
sole power to direct the voting and disposition of 300,000 Shares
held for the account of Commerce (assuming exercise of common
stock purchase warrant),a less than 5% stockholder. Following the
exercise of the common stock purchase warrants pursuant to a
cashless exercise provision Mr. Guez was issued 178,216 shares
on behalf of Commerce's account.
Dates Number of Transaction Price per Where and How
----- Shares ----------- Share Transaction
------ ----- Effected
------
4/22/2005 178,261 Sale $5.25 Open Market
Sales of
securities
registered
for resale
(ii) The following transactions in Common Stock were
effected by Mr. Paul Guez in the past 60 days, on behalf of
Integrated's Shares that he may be deemed to have the sole power
to direct the voting and disposition and the right to receive the
proceeds from the sale of such Shares, and are noted below.
Except as otherwise stated herein, there have been no
transactions effected with respect to the Shares in the past 60
days that represented a change in greater than 1% of the Shares
by any of the Reporting Persons. Immediately prior to the sales
of the Shares, Mr. Paul Guez may have been deemed to have the
sole power to direct the voting and disposition of 843,090 Shares
held for the account of Integrated, a less than 5% stockholder.
Mr. Paul Guez is not subject to the reporting requirements of
Section 16.
Dates Number of Transaction Price per Where and How
----- Shares ----------- Share Transaction
------ ----- Effected
------
4/02/2005
to $4.98-
5/12/2005 699,736 Sale $6.16 Open Market
Sales of
securities
registered
for resale
Page 7 of 8 Pages
(d) (i) The shareholders of Commerce, including Mr.
Hubert Guez and Mr. Paul Guez, have the right to participate in
the receipt of dividends from, or proceeds from the sales of, the
securities held for the account of Commerce only in accordance
with their right to exercise voting and investment control over
the shares so held by such person for the account of Commerce.
(ii) The shareholders of Azteca, including Mr.
Hubert Guez and Mr. Paul Guez, have the right to participate in
the receipt of dividends from, or proceeds from the sales of, the
securities held for the account of Azteca only in accordance with
their right to exercise voting and investment control over the
shares so held by such person in Azteca.
(iii) The shareholders of Integrated,
including Mr. Hubert Guez and Mr. Paul Guez, have the right to
participate in the receipt of dividends from, or proceeds from
the sales of, the securities held for the account of Integrated
only in accordance with their right to exercise voting and
investment control over the shares so held by such person in
Integrated.
(iv) The shareholders of SHD, including Mr. Paul
Guez, have the right to participate in the receipt of dividends
from, or proceeds from the sales of, only in accordance with
their right to exercise voting and investment control over the
shares so held by such person in SHD.
(e) Mr. Hubert Guez ceased to be a beneficial owner of
more than 5% of the Shares on or about April 22, 2005.
Page 8 of 8 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
Date: May 12, 2005 AZTECA PRODUCTION INTERNATIONAL, INC.
By: /s/ Paul Guez
---------------
Paul Guez
Joint-owner
Date: May 12, 2005 HUBERT GUEZ
By: /s/ Hubert Guez
---------------
Hubert Guez
Date: May 12, 2005 PAUL GUEZ
By: /s/ Paul Guez
-------------
Paul Guez