Edgar Filing: INNOVO GROUP INC

As filed with the Securities and Exchange Commission on October 28, 2003
Registration No. 333-108430
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

-------------------------------------------
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Innovo Group Inc.
(Exact Name of Registrant as Specified in Its Charter)

-------------------------------------------

DELAWARE 11-2928178
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

-------------------------------------------

5804 E. SLAUSON AVENUE
COMMERCE, CALIFORNIA 90040
(323) 725-5516
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive office)

-------------------------------------------
SAMUEL J. FURROW, JR.
INNOVO GROUP INC.
CHIEF EXECUTIVE OFFICER
5804 E. SLAUSON AVENUE
COMMERCE, CALIFORNIA 90040
(323) 725-5516
(Name, Address and Telephone Number,
including Area Code, of Agent For Service)

Copies to:
PAUL A. BELVIN, ESQ.
AKIN GUMP STRAUSS HAUER & FELD LLP
1333 NEW HAMPSHIRE AVENUE, N.W.
WASHINGTON, D.C. 20036
(202) 887-4000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time as determined by the selling stockholders.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [__]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [__]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [__]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [__]

CALCULATION OF REGISTRATION FEE
================================================================================

Proposed Proposed Amount of
Amount To Be Maximum Offering Maximum Aggregate Registration
Title of Securities To Be Registered Registered Price Per Share Offering Price Fee
------------------------------------ ---------- --------------- -------------- ---

Common Stock, $.10 par value 2,805,451 (1) $ 5.28 (2) $ 14,812,781.28 (2) $ 1,198.35 (2)

Common Stock, $.10 par value 2,110,040 (3) $ 4.465 (4) $ 9,421,328.60 (4) $ 762.19 (4)

1. The Registration Statement on Form S-3 filed on August 29, 2003 listed
3,135,481 shares to be registered. This Amendment No. 1 no longer includes
330,030 of such shares.

2. Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act, based on the average of the bid
and asked prices for the common stock of Innovo Group Inc. on the Nasdaq
SmallCap Market on August 28, 2003.

3. This Amendment No. 1 adds these 1,838,040 not included on the Registration
Statement on Form S-3 filed on August 29, 2003.

4. Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act, based on the average of the bid
and asked prices for the common stock of Innovo Group Inc. on the Nasdaq
SmallCap Market on October 27, 2003. Given that the Registrant paid a
registration fee of $1,339.33 to the SEC when the Registration Statement on
Form S-3 was filed on August 29, 2003, the Registrant is paying an
additional registration fee of $621.21 to the SEC herewith, for a total
registration fee of $1,960.54.

The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act, or until this registration statement shall become effective
on such date as the Commission, acting pursuant to Section 8(a), may determine.
================================================================================

OCTOBER 28, 2003

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

PROSPECTUS

INNOVO GROUP INC.
5804 E. SLAUSON AVENUE
COMMERCE, CALIFORNIA 90040
(323) 725-5516

COMMON STOCK

4,915,491 SHARES OFFERED BY SELLING STOCKHOLDERS

YOU SHOULD READ THIS PROSPECTUS CAREFULLY BEFORE YOU INVEST.

* This prospectus registers for resale up to 4,915,491 shares of our
common stock which may be offered from time by the selling
stockholders identified in the section entitled "Selling Stockholders"
on page 12 of this prospectus.

* The selling stockholders may also offer additional shares of common
stock acquired as a result of stock splits, stock dividends or similar
transactions.

* The shares will be sold by the respective selling stockholders in one
or more sales through the Nasdaq SmallCap Market, any other market on
which our common stock is traded at the time of the sale, or in
individually negotiated transactions.

* Innovo will not receive any proceeds from the sale of these shares.

* Our common stock is traded on the Nasdaq SmallCap Market under the
symbol INNO.

* On October 27, 2003, the last sale price of our common stock on the
Nasdaq SmallCap Market was $4.37. You should obtain a current market
price quotation before you buy any of the offered shares.

Our principal executive offices are located at 5804 E. Slauson Avenue,
Commerce, California 90040. Our telephone number is (323) 725-5516.

--------------------------------------------------

THE SECURITIES OFFERED BY THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. YOU
SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING "RISK FACTORS"
BEGINNING ON PAGE 4 OF THIS PROSPECTUS.

--------------------------------------------------

Neither the Securities and Exchange Commission ("SEC") nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

--------------------------------------------------

THE DATE OF THIS PROSPECTUS IS OCTOBER 28, 2003.

TABLE OF CONTENTS

Page

SUMMARY........................................................................1
WHERE YOU CAN FIND MORE INFORMATION............................................2
FORWARD-LOOKING STATEMENTS.....................................................3
OUR COMPANY....................................................................3
RISK FACTORS...................................................................4
USE OF PROCEEDS...............................................................11
DIVIDEND POLICY...............................................................11
SELLING SECURITYHOLDERS.......................................................12
PLAN OF DISTRIBUTION..........................................................19
DESCRIPTION OF SECURITIES.....................................................20
LEGAL MATTERS.................................................................22
EXPERTS.......................................................................22
CAUTIONARY STATEMENTS.........................................................22

---------------

In connection with this offering, no person is authorized to give any
information or to make any representations not contained or incorporated by
reference in this prospectus. If information is given or representations are
made, you may not rely on that information or representations as having been
authorized by us. This prospectus is neither an offer to sell nor a solicitation
of an offer to buy any securities other than those registered by this
prospectus, nor is it an offer to sell or a solicitation of an offer to buy
securities where an offer or solicitation would be unlawful. You may not imply
from the delivery of this prospectus, nor from any sale made under this
prospectus, that our affairs are unchanged since the date of this prospectus or
that the information contained in this prospectus is correct as of any time
after the date of this prospectus. The information in this prospectus speaks
only as of the date of this prospectus unless the information specifically
indicates that another date applies.

We are not making any representation to any purchaser of the common stock
regarding the legality of an investment in the common stock by such purchaser
under any legal investment or similar laws or regulations. You should not
consider any information in this prospectus to be legal, business or tax advice.
You should consult your own attorney, business advisor and tax advisor for
legal, business and tax advice regarding an investment in the common stock.

---------------

iii

--------------------------------------------------------------------------------
SUMMARY

As used in this prospectus, unless the context otherwise requires, "we,"
"us," "our" or "Innovo" refers to Innovo Group Inc. and its subsidiaries. The
following summary is not complete and does not contain all of the information
that may be important to you. We encourage you to read the entire prospectus and
the documents incorporated by reference in this prospectus.

THE OFFERING

Issuer.................................... Innovo Group Inc.

Common stock offered by the selling
stockholders.............................. 4,915,491

Common stock outstanding before and after
the offering.............................. 21,158,308

Use of Proceeds........................... We will not receive any proceeds from this offering.

Registration Rights....................... We have agreed to use all reasonable efforts to keep the shelf
registration statement, of which this prospectus forms a part,
effective until the earlier of:

o the first anniversary of the declaration by the Securities
and Exchange Commission that the shelf registration statement
is effective;

o the sale of all of the shares of common stock covered by
the shelf registration statement; and

o the expiration of the holding period applicable to the shares
of common stock held by non-affiliates of Innovo under Rule
144(k) of the Securities Act, or any successor provision,
subject to certain exceptions.

Trading................................... Our common stock is traded on the Nasdaq SmallCap Market under
the symbol "INNO."

Risk Factors.............................. See "Risk Factors" and the other information in this prospectus
for a discussion of the factors you should carefully consider
before deciding to invest in our common stock.

--------------------------------------------------------------------------------

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the Securities and Exchange Commission's public
reference rooms at 450 Fifth Street, N.W., Washington, DC 20549. Please call the
Securities and Exchange Commission at 1-800-SEC-0330 for further information on
the public reference rooms. Our Securities and Exchange Commission filings are
also available to the public from the Securities and Exchange Commission's
website at "http://www.sec.gov."

We have filed a registration statement on Form S-3 with the Securities and
Exchange Commission to register the offering of the shares of common stock
offered pursuant to this prospectus. This prospectus is part of that
registration statement and, as permitted by the Securities and Exchange
Commission's rules, does not contain all of the information included in the
registration statement. For further information about us, this offering and our
common stock, you may refer to the registration statement and its exhibits and
schedules as well as the documents described below. You can review and copy
these documents at the public reference facilities maintained by the Securities
and Exchange Commission or on the Securities and Exchange Commission's website
as described above.

This prospectus may contain summaries of contracts or other documents.
Because they are summaries, they will not contain all of the information that
may be important to you. If you would like complete information about a contract
or other document, you should read the copy filed as an exhibit to the
registration statement or incorporated in the registration statement by
reference.

The Securities and Exchange Commission allows us to "incorporate by
reference" information into this prospectus. This means that we can disclose
important information to you by referring you to those documents. The
information we incorporate by reference is considered to be an important part of
this prospectus, and information that we file with the Securities and Exchange
Commission at a later date will automatically update or supersede this
information. We incorporate by reference the following documents as well as any
future filing we will make with the Securities and Exchange Commission (File No.
0-18926) under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934:

1. Our annual report on Form 10-K for the fiscal year ended November 30,
2002, as amended by a Form 10-K/A filing filed on March 27, 2003;

2. Our Quarterly Report on Form 10-Q for the three months ended March 1,
2003;

3. Our Current Report on Form 8-K dated March 17, 2003;

4. Our Current Report on Form 8-K dated April 15, 2003;

5. Our Current Report on Form 8-K dated June 17, 2003;

6. Our Quarterly Report on Form 10-Q for the six months ended May 31,
2003;

7. Our Current Report on Form 8-K dated August 1, 2003;

8. Our Current Report on Form 8-K/A dated September 30, 2003;

9. Our Current Report on Form 8-K/A dated October 17, 2003; and

10. Our Quarterly Report on Form 10-Q for the nine months ended August 30,
2003, as amended by a Form 10-Q/A filing filed on October 17, 2003.

You may request a copy of these filings, at no cost, by writing to or
calling Donna Drewrey, Innovo Group Inc., 2633 Kingston Pike, Suite 100,
Knoxville, Tennessee 37919, telephone 865-546-1110.

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference in this
prospectus contain both historical and forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). All statements other than statements of historical
fact are, or may be deemed to be, forward-looking statements. These
forward-looking statements include, but are not limited to, statements regarding
the following: growth opportunities and increasing market share, earnings
estimates, future financial performance and other matters. Although we believe
that the expectations contained in these forward-looking statements are
reasonable, you cannot be assured that these expectations will prove correct.

The words "anticipate," "believe," "estimate," "expect," "intend," "will"
and similar expressions, as they relate to us, are intended to identify
forward-looking statements. Similarly, statements that describe our objectives,
plans and goals are or may be forward-looking statements. These forward-looking
statements are not based on historical facts, but rather reflect our current
views with respect to future events and are subject to certain risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should our underlying assumptions prove incorrect,
actual results may vary materially from those described in this prospectus as
anticipated, believed, estimated, expected or intended. Whether actual results
will conform with expectations and predictions is subject to a number of risks
and uncertainties, including, but not limited to, those described in "Risk
Factors."

You should carefully review all information, including the information
included in the section entitled "Risk Factors" and the financial statements and
the notes to the financial statements and related disclosures incorporated by
reference in this prospectus. We do not assume any responsibility for updating
forward-looking information contained in this prospectus.

OUR COMPANY

Our principal business activity involves the design, development and
worldwide marketing of high quality consumer products for the apparel and
accessory markets. We sell our products to over 1,000 different retail and
private label customers and to distributors around the world. Retail customers
purchase finish goods directly from us and then sell the product through their
retail stores to the consumer marketplace. Private label customers outsource the
production and sourcing of their private label products to us and then sell
through their own distribution channels. Distributors purchase finished goods
directly from us and then distribute to retailers in the international
marketplace. Additionally, we own, operate and invest in real estate ventures
throughout the United States.

We operate our consumer products business through three wholly-owned,
operating subsidiaries, Innovo, Inc. ("Innovo"), Joe's Jeans, Inc. ("Joe's") and
Innovo Azteca Apparel, Inc.. All of our products are manufactured by independent
contractors located in Los Angeles, Mexico and the Far East, including, Hong
Kong, China, Korea, Vietnam and India. The products are then distributed from
Los Angeles or directly from the factory to the customer.

In April 2002, we entered into the real estate investment business by
purchasing limited partnership interests in 22 limited partnerships that
subsequently acquired limited partnerships in 28 apartment buildings consisting
of approximately 4,000 apartment units. We also own our former headquarters
located in Springfield, TN, which we currently lease to third parties.

Our headquarters and principal executive offices are located at 5804 E.
Slauson Avenue, Commerce, CA 90040 and our telephone number at this location is
(323) 725-5516. We also have operational offices and/or showrooms in Los
Angeles, New York, Knoxville, Mexico, Tokyo and Hong Kong and third party
showrooms in New York, Los Angeles and Paris. Although we maintain a website at
www.innovogroup.com, we do not intend that the information available through our
website be incorporated into this prospectus.

For additional information about Innovo and its businesses, see "Where You
Can Find More Information."

RISK FACTORS

In considering whether to purchase shares of our common stock, you should
carefully consider all the information we have included or incorporated by
reference in this prospectus. This offering involves a high degree of risk,
including the risks described below. The risks and uncertainties set forth below
are not the only risks and uncertainties that we face. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may
also impair our business and results of operations. The market price of our
common stock could decline as a result of any of these risks, and you could lose
all or part of your investment.

WE MAY NOT BE ABLE TO FINANCE THE PRODUCTION OF INVENTORY TO SATISY THE
SEASONAL DEMAND FOR OUR PRODUCTS.

While we believe that, as a result of our growing product lines and
expanding business model, our business should be less seasonal in future
periods, a majority of Innovo's revenues are generated during our third and
fourth quarters. In the second quarter in order to prepare for peak sales that
occur during the third quarter, we build inventory levels, which results in
higher liquidity needs as compared to the other quarters in the fiscal year.

If we overestimate the seasonal demand for our products, we may incur
substantial expenses that could cause or increase net losses, while
underestimating demand may result in the loss of sales opportunities. If sales
were materially different from seasonal norms during the third quarter, our
annual operating results could be materially affected. There are no assurances
that the effects of such seasonality will diminish in the future.

WE COULD BE REQUIRED TO CONSTRICT OR STOP OPERATIONS IF WE ARE UNABLE TO
RAISE OR OBTAIN ADDITIONAL WORKING CAPITAL.

We anticipate a significant increase in organic growth during 2003 and
believe that it could be necessary to obtain additional working capital in order
to meet the operational needs associated with such growth. We believe that we
will address these needs by increasing the availability of funds offered to us
under our financing agreements with CIT Group, Inc. ("CIT") or other financial
institutions. Nonetheless, we may be required to obtain additional capital
through debt or equity financing. There can be no assurance, however, that this
or other financing will be available if needed. Our inability to be able to
fulfill any interim working capital requirements would force us to constrict our
operations.

THE CASH REQUIREMENTS TO RUN OUR BUSINESS HAVE BEEN AND WILL CONTINUE TO BE
SIGNIFICANT.

Although we experienced approximately $1,500,000 in positive cash flow from
operating activities in fiscal year ended December 1, 2002, we had, as of May
31, 2003, an accumulated deficit of approximately $33.7 million and had
experienced negative operating cash flow and losses from continuing operations
from 1997 through fiscal 2001, as follows:

Negative Cash Flow
from Operating Income from
Activities of Continuing
Six months ended: Continuing Operations Operations
----------------- --------------------- ----------

May 31, 2003 $1,296,000 $ 70,000

Negative Cash Flow
from Operating Losses from
Activities of Continuing
Fiscal year ended: Continuing Operations Operations
------------------ --------------------- ----------

December 1, 2001 $ 632,000 $ 618,000

November 30, 2000 $4,598,000 $6,151,000

November 30, 1999 $2,124,000 $1,340,000

November 30, 1998 $1,238,000 $2,267,000

November 30, 1997 $1,339,000 $1,729,000

Although we have undertaken numerous measures to increase sales and
operating efficiency, we may experience further losses and negative cash flows.
We can give you no assurance that we will in fact operate profitably in the
future.

THE LOSS OF THE SERVICES OF KEY PERSONNEL COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS.

Our executive officers have substantial experience and expertise in our
business and have made significant contributions to our growth and success. The
unexpected loss of services of one or more of these individuals could also
adversely affect us. We are currently not protected by a material amount of
key-man or similar life insurance covering any of our executive officers.

A SUBSTANTIAL PORTION OF OUR NET SALES AND GROSS PROFIT IS DERIVED FROM A
SMALL NUMBER OF LARGE CUSTOMERS.

Our ten largest customers accounted for approximately 52% of our gross
sales during fiscal 2002. We do not enter into long-term agreements with any of
our customers. Instead, we enter into a number of individual purchase order
commitments with our customers. A decision by the controlling owner of a group
of stores or any other significant customer, whether motivated by competitive
conditions, financial difficulties or otherwise, to decrease the amount of
merchandise purchased from us, or to change their manner of doing business with
us, could have a material adverse effect on our financial condition and results
of operations.

OUR BUSINESS COULD BE NEGATIVELY IMPACTED BY THE FINANCIAL INSTABILITY OF
OUR CUSTOMERS.

We sell our product primarily to retail, private label and distribution
companies around the world based on pre-qualified payment terms. Financial
difficulties of a customer could cause us to curtail business with that
customer. We may also assume more credit risk relating to that customer's
receivables. Our inability to collect on our trade accounts receivable from any
one of these customers could have a material adverse effect on our business or
financial condition.

OUR BUSINESS COULD SUFFER AS A RESULT OF MAUNFACTURER'S INABILITY TO
PRODUCE OUR GOODS ON TIME AND TO OUR SPECIFICATIONS.

We do not own or operate any manufacturing facilities and therefore depend
upon independent third parties for the manufacture of all of our products. Our
products are manufactured to our specifications by both domestic and
international manufacturers. During fiscal 2002, approximately 24%, of our
products were manufactured in the United States and approximately 76% of our
products were manufactured in foreign countries. The inability of a manufacturer
to ship orders of our products in a timely manner or to meet our quality
standards could cause us to miss the delivery date requirements of our customers
for those items, which could result in cancellation of orders, refusal to accept
deliveries or a reduction in purchase prices, any of which could have a material
adverse effect on our financial condition and results of operations.

THE LOSS OF THE SERVICES OF MR. JOE DAHAN COULD HAVE A MATERIAL ADVERSE
EFFECT ON JOE'S BUSINESS.

Mr. Joe Dahan's leadership in the design, marketing and operational areas
of Joe's has been a critical element of Joe's success. The loss of his services,
or any negative market or industry perception arising from his loss, could have
a material adverse effect on our business. We are currently not protected by a
material amount of key-man or similar life insurance covering Mr. Dahan or any
of our other executive officers. We have entered into an employment agreement
with Mr. Dahan.

OUR BUSINESS COULD SUFFER IF WE NEED TO REPLACE MANUFACTURERS.

We compete with other companies for the production capacity of our
manufacturers and import quota capacity. Some of these competitors have greater
financial and other resources than we have, and thus may have an advantage in
the competition for production and import quota capacity. If we experience a
significant increase in demand, or if an existing manufacturer of ours must be
replaced, we may have to expand our third-party manufacturing capacity. We
cannot assure you that this additional capacity will be available when required
on terms that are acceptable to us. We enter into a number of purchase order
commitments each season specifying a time for delivery, method of payment,
design and quality specifications and other standard industry provisions, but do
not have long-term contracts with any manufacturer. None of the manufacturers we
use produces our products exclusively.

IF A MANUFACTURER OF OURS FAILS TO USE ACCEPTABLE LABOR PRACTICES, OUR
BUSINESS COULD SUFFER.

We require our independent manufacturers to operate in compliance with
applicable laws and regulations. While our internal and vendor operating
guidelines promote ethical business practices and our staff periodically visits
and monitors the operations of our independent manufacturers, we do not control
these manufacturers or their labor practices. The violation of labor or other
laws by an independent manufacturer of ours, or by one of our licensing
partners, or the divergence of an independent manufacturer's or licensing
partner's labor practices from those generally accepted as ethical in the United
States, could interrupt, or otherwise disrupt the shipment of finished products
to us or damage our reputation. Any of these, in turn, could have a material
adverse effect on our financial condition and results of operations.

OUR TRADEMARK AND OTHER INTELLECTUAL PROPERTY RIGHTS MAY NOT BE ADEQUATELY
PROTECTED OUTSIDE THE UNITED STATES.

We believe that our trademarks, whether licensed or owned by us, and other
proprietary rights are important to our success and our competitive position. In
the course of our international expansion, we may, however, experience conflict
with various third parties who acquire or claim ownership rights in certain
trademarks. We cannot assure that the actions we have taken to establish and
protect these trademarks and other proprietary rights will be adequate to
prevent imitation of our products by others or to prevent others from seeking to
block sales of our products as a violation of the trademarks and proprietary

rights of others. Also, we cannot assure you that others will not assert rights
in, or ownership of, trademarks and other proprietary rights of ours or that we
will be able to successfully resolve these types of conflicts to our
satisfaction. In addition, the laws of certain foreign countries may not protect
proprietary rights to the same extent as do the laws of the United States.

WE CANNOT ASSURE THE SUCCESSFUL IMPLEMENTATION OF OUR GROWTH STRATEGY.

As part of our growth strategy, we seek to expand our geographic coverage,
strategically acquiring select licensees and enhancing our operations. We may
have difficulty hiring and retaining qualified key employees or otherwise
successfully managing the required expansion of our infrastructure in Japan and
other international markets we may enter. Furthermore, we cannot assure you that
we will be able to successfully integrate the business of any licensee that we
acquire into our own business or achieve any expected cost savings or synergies
from such integration.

OUR BUSINESS IS EXPOSED TO DOMESTIC AND FOREIGN CURRENCY FLUCTUATIONS.

We generally purchase our products in U.S. dollars. However, we source most
of our products overseas and, as such, the cost of these products may be
affected by changes in the value of the relevant currencies. Changes in currency
exchange rates may also affect the relative prices at which we and our foreign
competitors sell products in the same market. We currently do not hedge our
exposure to changes in foreign currency exchange rates. We cannot assure you
that foreign currency fluctuations will not have a material adverse impact on
our financial condition and results of operations.

OUR ABILITY TO CONDUCT BUSINESS IN INTERNATIONAL MARKETS MAY BE AFFECTED BY
LEGAL, REGULATORY, POLITICAL AND ECONOMIC RISKS.

Our ability to capitalize on growth in new international markets and to
maintain the current level of operations in our existing international markets
is subject to risks associated with international operations. These include:

- the burdens of complying with a variety of foreign laws and regulations,
- unexpected changes in regulatory requirements, and
- new tariffs or other barriers to some international markets.

We are also subject to general political and economic risks associated with
conducting international business, including:

- political instability,
- changes in diplomatic and trade relationships, and
- general economic fluctuations in specific countries or markets.

We cannot predict whether quotas, duties, taxes, or other similar
restrictions will be imposed by the United States, the European Union, China,
Japan, or other countries upon the import or export of our products in the
future, or what effect any of these actions would have on our business,
financial condition or results of operations. Changes in regulatory,
geopolitical policies and other factors may adversely affect our business in the
future or may require us to modify our current business practices.

WE FACE INTENSE COMPETITION IN THE WORLDWIDE APPAREL AND ACCESSORY
INDUSTRY.

We face a variety of competitive challenges from other domestic and foreign
fashion-oriented apparel and accessory producers, some of which may be
significantly larger and more diversified and have greater financial and
marketing resources than we have. We compete with these companies primarily on
the basis of:

- anticipating and responding to changing consumer demands in a timely
manner,
- maintaining favorable brand recognition,
- developing innovative, high-quality products in sizes, colors and styles
that appeal to consumers,
- appropriately pricing products,
- providing strong and effective marketing support,
- creating an acceptable value proposition for retail customers,
- ensuring product availability and optimizing supply chain efficiencies
with manufacturers and retailers, and
- obtaining sufficient retail floor space and effective presentation of our
products at retail.

THE SUCCESS OF OUR BUSINESS DEPENDS ON OUR ABILITY TO RESPOND TO CONSTANTLY
CHANGING FASHION TRENDS AND CONSUMER DEMANDS.

Our success depends in large part on our ability to originate and define
fashion product trends, as well as to anticipate, gauge and react to changing
consumer demands in a timely manner. Our products must appeal to a broad range
of consumers whose preferences cannot be predicted with certainty and are
subject to rapid change. We cannot assure that we will be able to continue to
develop appealing styles or successfully meet constantly changing consumer
demands in the future. In addition, we cannot assure you that any new products
or brands that we introduce will be successfully received by consumers. Any
failure on our part to anticipate, identify and respond effectively to changing
consumer demands and fashion trends could adversely affect the acceptance of our
products and leave us with a substantial amount of unsold inventory or missed
opportunities. If that occurs, we may be forced to rely on markdowns or
promotional sales to dispose of excess, slow-moving inventory, which may harm
our business. At the same time, our focus on tight management of inventory may
result, from time to time, in our not having an adequate supply of products to
meet consumer demand and cause us to lose sales.

A DOWNTURN IN THE ECONOMY MAY AFFECT CONSUMER PURCHASES OF DISCRETIONARY
ITEMS, WHICH COULD ADVERSELY AFFECT OUR SALES.

The industries in which we operate are cyclical. Many factors affect the
level of consumer spending in the apparel, accessories and craft industries,
including, among others:

- general business conditions,
- interest rates,
- the availability of consumer credit,
- taxation, and
- consumer confidence in future economic conditions.

Consumer purchases of discretionary items, including accessory and apparel
products, including our products, may decline during recessionary periods and
also may decline at other times when disposable income is lower. A downturn in
the economies in which we sell our products, whether in the United States or
abroad, may adversely affect our sales.

OUR BUSINESS COULD SUFFER AS A RESULT OF CONSOLIDATION, RESTRUCTURINGS AND
OTHER OWNERSHIP CHANGES IN THE RETAIL INDUSTRY.

In recent years, the retail industry has experienced consolidation and
other ownership changes. Some of our customers have operated under the
protection of the federal bankruptcy laws. While to date these changes in the
retail industry have not had a material adverse effect on our business or
financial condition, our business could be materially affected by these changes
in the future.

IF WE CANNOT MEET THE NASDAQ SMALLCAP MARKET MAINTENANCE REQUIREMENTS AND
NASDAQ RULES, NASDAQ MAY DELIST THE COMMON STOCK WHICH COULD NEGATIVELY AFFECT
THE PRICE OF THE COMMON STOCK AND YOUR ABILITY TO SELL THE COMMON STOCK.

In the future, we may not be able to meet the listing maintenance
requirements of the Nasdaq SmallCap Market and Nasdaq rules, which require,
among other things, minimum net tangible assets of $2 million, a minimum bid
price for our common stock of $1.00, and stockholder approval prior to the
issuance of securities in connection with a transaction involving the sale or
issuance of common stock equal to 20 percent or more of a company's outstanding
common stock before the issuance for less than the greater of book or market
value of the stock. If we are unable to satisfy the Nasdaq criteria for
maintaining listing, the common stock would be subject to delisting. Trading, if
any, of the common stock would thereafter be conducted in the over-the-counter
market, in the so-called "pink sheets" or on the National Association of
Securities Dealers, Inc. "electronic bulletin board." As a consequence of any
such delisting, a stockholder would likely find it more difficult to dispose of,
or to obtain accurate quotations as to the prices, of the common stock.

IF NASDAQ DELISTS OUR COMMON STOCK, IT MIGHT BE MORE DIFFICULT FOR YOU TO
SELL YOUR COMMON STOCK BECAUSE YOU WOULD NEED TO COMPLY WITH THE PENNY STOCK
REGULATIONS.

In the event that our securities are not listed on the Nasdaq SmallCap
Market, trading of the common stock would be conducted in the "pink sheets" or
through the NASD's Electronic Bulletin Board and covered by Rule 15g-9 under the
Securities Exchange Act of 1934. Under such rule, broker/dealers who recommend
these securities to persons other than established customers and accredited
investors must make a special written suitability determination for the
purchaser and receive the purchaser's written agreement to a transaction prior
to sale. Securities are exempt from this rule if the market price is at least
$5.00 per share.

The Securities and Exchange Commission adopted regulations that generally
define a penny stock as any equity security that has a market price of less than
$5.00 per share, with certain exceptions. Unless an exception is available, the
regulations require the delivery, prior to any transaction involving a penny
stock, of a disclosure schedule explaining the penny stock market and the risks
associated with it. If our common stock were considered a penny stock, the
ability of broker/dealers to sell the common stock and the ability of purchasers
in this offering to sell their securities in the secondary market would be
limited. As a result, the market liquidity for the common stock would be
severely and adversely affected. We cannot assure you that trading in our
securities will not be subject to these or other regulations in the future which
would negatively affect the market for such securities.

TERRORIST ATTACKS AND THE POSSIBILITY OF WIDER ARMED CONFLICT MAY HAVE AN
ADVERSE EFFECT ON OUR BUSINESS AND OPERATING RESULTS.

Terrorist attacks and other acts of violence or war, such as those that
took place on September 11, 2001, could have a material adverse effect on our
business and operating results. There can be no assurance that there will not be
further terrorist attacks against the United States or its businesses or
interests. The adverse effects that such violent acts and threats of future
attacks could have on the United States economy could similarly have a material
adverse effect on our business and results of operations. Finally, further
terrorist acts could cause the United States to enter into a wider armed
conflict which could further impact our business and operating results.

IMPACT OF POTENTIAL FUTURE ACQUISITIONS.

From time to time, we have pursued, and may continue to pursue,
acquisitions. If one or more acquisitions results in Innovo becoming
substantially more leveraged on a consolidated basis, our flexibility in
responding to adverse changes in economic, business or market conditions may be
adversely affected.

WE ARE SUBJECT TO RISKS INHERENT IN OWNERSHIP OF REAL ESTATE.

Real estate cash flows and values are affected by a number of factors,
including changes in the general economic climate, local, regional or national
conditions (such as an oversupply of communities or a reduction in rental demand
in a specific area), the quality and philosophy of management, competition from
other available properties and the ability to provide adequate property
maintenance and insurance and to control operating costs. Real estate cash flows
and values are also affected by such factors as government regulations,
including zoning, usage and tax laws, interest rate levels, the availability of
financing, property tax rates, utility expenses, potential liability under
environmental and other laws and changes in environmental and other laws.
Although we seek to minimize these risks through our market research and
property management capabilities, they cannot be totally eliminated.

REAL ESTATE INVESTMENTS ARE RELATIVELY ILLIQUID AND WE MAY NOT BE ABLE TO
SELL PROPERTIES WHEN APPROPRIATE.

Equity real estate investments are relatively illiquid, which may tend to
limit our ability to react promptly to changes in economic or other market
conditions. Our ability to dispose of assets in the future will depend on
prevailing economic and market conditions.

CHANGES IN LAWS MAY RESULT IN INCREASED COST.

We may not be able to pass on increased costs resulting from increases in
real estate taxes, income taxes or other governmental requirements directly to
our residents. Substantial increases in rents, as a result of those increased
costs, may affect the ability of a resident to pay rent, causing increased
vacancy. Changes in laws increasing potential liability for environmental
conditions or increasing the restrictions on discharges or other environmental
conditions may result in significant unanticipated expenditures.

COMPLIANCE WITH ENVIRONMENTAL REGULATIONS MAY BE COSTLY.

We must comply with certain environmental and health and safety laws and
regulations related to the ownership, operation, development and acquisition of
apartments. Under those laws and regulations, we may be liable for, among other
things, the costs of removal or remediation of certain hazardous substances,
including asbestos-related liability. Those laws and regulations often impose
liability without regard to fault.

COMPLIANCE OR FAILURE TO COMPLY WITH LAWS REQUIRING ACCESS TO OUR
PROPERTIES OR INVESTMENTS BY DISABLED PERSONS COULD RESULT IN SUBSTANTIAL COST.

The Americans with Disabilities Act, the Fair Housing Act of 1988 and other
federal, state and local laws generally require that public accommodations be
made accessible to disabled persons. Noncompliance could result in the
imposition of fines by the government or the award of damages to private
litigants. These laws may require us to modify our existing properties. These
laws may also restrict renovations by requiring improved access to such
buildings by disabled persons or may require us to add other structural features
that increase construction costs. Legislation or regulations adopted in the
future may impose further burdens or restrictions on us with respect to improved
access by disabled persons. We cannot ascertain the costs of compliance with
these laws, which may be substantial.

UNFAVORABLE CHANGES IN APARTMENT MARKETS AND ECONOMIC CONDITIONS COULD
ADVERSELY AFFECT OCCUPANCY LEVELS AND RENTAL RATES.

Market and economic conditions in the various metropolitan areas of the
United States where we have made real estate investments or have real estate
operations may significantly affect occupancy levels and rental rates and
therefore profitability. Factors that may adversely affect these conditions
include the following:

- the economic climate, which may be adversely impacted by a reduction in
jobs, industry slowdowns and other factors;

- local conditions, such as oversupply of, or reduced demand for, apartment
homes;
- a future economic downturn that simultaneously affects one or more of our
geographic markets or declines in household formation;
- rent control or stabilization laws, or other laws regulating rental
housing, which could prevent the us from raising rents to offset
increases in operating costs; and
- competition from other available apartments and other housing
alternatives and changes in market rental rates.

Any of these factors could adversely affect our ability to achieve desired
operating results from its communities.

POSSIBLE DIFFICULTY OF SELLING APARTMENT COMMUNITITES COULD LIMIT OUR
OPERATIONAL AND FINANCIAL RESULTS.

Market conditions could change and purchasers may not be willing to pay
acceptable prices for the apartment complexes we have invested in if the
properties were to be put up for sale. This could negatively affect our
anticipated results from its real estate investment and operations.

USE OF PROCEEDS

The net proceeds from the sale of the shares of common stock offered hereby
will be received by the selling stockholders. We will not receive any of the
proceeds from the sale of the shares of common stock offered by the selling
stockholders. We will, however, receive the exercise price with respect to the
warrants to purchase 529,165 of our shares when exercised by the selling
stockholders who hold them. If all of the warrants are exercised with exercise
prices paid in cash, we estimate that we would receive total net proceeds of
$897,979. The warrant held for the account of Glenn Michael Financial, Inc. also
includes a cashless exercise option, pursuant to which the holder thereof can
exercise the warrant without paying the exercise price in cash. If the holder
elects to use this cashless exercise option, it will receive fewer than the
100,000 of our shares it would have received if the exercise price were paid in
cash. The number of our shares the holder of the warrant would receive in
connection with a cashless exercise is determined in accordance with a formula
set forth in the warrant. There can be no assurance that we will receive any
payments even if the warrants are exercised. Any proceeds received will be used
for working capital, inventory purchases and other general corporate purposes.

DIVIDEND POLICY

We have never declared or paid a dividend on our common stock. We intend to
retain earnings to finance the growth and development of our business and do not
expect to declare or pay any cash dividends on our common stock in the
foreseeable future. The declaration of dividends is within the discretion of our
board of directors, which will review this dividend policy from time to time.
See "Risk Factors - We Do Not Anticipate Paying Any Dividends on the Common
Stock."

SELLING SECURITYHOLDERS

The table below sets forth information regarding ownership of our common
stock by the selling stockholders on October 14, 2003 and the shares of common
stock to be sold by them under this prospectus. Beneficial ownership is
determined in accordance with SEC rules and includes voting or investment power
with respect to the securities. Except as indicated by footnote, and subject to
applicable community property laws, the persons named in the table have sole
voting and investment power with respect to all shares of common stock shown as
beneficially owned by them. SEC rules require that the number of shares of
common stock outstanding used in calculating the percentage for each listed
person includes the shares of common stock underlying warrants or options held
by such person that are exercisable within 60 days of October 14, 2003. As of
October 14, 2003, 21,158,308 shares of our common stock were outstanding.

We have filed with the SEC, under the Securities Act of 1933, a
registration statement on Form S-3, of which this prospectus forms a part, with
respect to the resale of the securities from time to time on the Nasdaq SmallCap
Market or in privately-negotiated transactions and have agreed to prepare and
file such amendments and supplements to the registration statement as may be
necessary to keep the registration statement effective until the earlier of (i)
one year after the date the SEC declares this registration statement on Form S-3
effective, (ii) the date when the selling stockholders may sell all of the
shares of common stock under Rule 144 without volume or other restrictions or
limits, or (iii) the date on which the selling stockholders have sold all of the
shares of common stock.

Securities Owned Prior to Offering Securities Owned After Offering
---------------------------------- -------------------------------
Shares of Number of
Shares of Percent of Common Stock Shares of Percent of
Name of Selling Stockholder Common Stock Common Stock Offered Hereby Common Stock Common Stock
--------------------------- ------------ ------------ -------------- ------------ ------------

Alpha Capital, AG 53,315 (1) * 53,315 0 0%

Michael Alter 17,975 (2) * 16,000 1,975 *

Apogee Fund, L.P. 275,000 (3) 1.30% 275,000 0 0%

Atlas Capital (Q.P.) L.P. 22,000 (4) * 22,000 0 0%

Atlas Capital Management 78,000 (5) * 78,000 0 0%
Master Fund, Ltd.

Azteca Production 700,000 (6) 3.31% 700,000 0 0%
International, Inc.

Madelyn Baggett 12,000 * 10,000 2,000 *

Myron G. Blalock III 45,000 * 45,000 0 0%

Mary Brewington 10,000 * 10,000

Bernard C. Byrd, Jr., 30,000 (7) * 30,000 0 0%
TTEE, Bernard C. Byrd
Rev. Trust

John Chapman INDV 13,000 (8) * 10,000 3,000 *

John Chapman PSP 20,000 * 20,000 0 0%

Michelle Collins 5,000 * 5,000 0 0%

Cranshire Capital, L.P. 69,060 (9) * 69,060 0 0%

Crescent International Ltd. 90,090 (10) * 90,090 0 0%

Falcon Cable Trust 200,000 (11) * 200,000 0 0%

FlyLine Holdings Ltd. 32,000 (12) * 32,000 0 0%

SEP FBO Arthur Fields - 30,000 * 30,000 0 0%
Pershing LLC Custodian

SEP FBO Dr. Hardy Fields - 40,000 * 40,000 0 0%
Pershing LLC Custodian

Glenn Michael Financial, Inc. 100,000 (13) * 100,000 0 0%

Charles Gibson 37,500 * 20,000 17,500 *

SEP FBO Greg D. Greenberg - 30,000 * 30,000 0 0%
Pershing LLC Custodian

Paul A. Greenberg, M.D., P.A., 45,000 (14) * 45,000 0 0%
TTEE, Paul A. Greenberg M.D.,
P.A. Employee Profit Sharing
Trust

Bill Haak and Johnnie S. 6,000 (15) * 6,000 0 0%
Haak, JTWROS

George J. & Rhonda Harris 15,000 (16) * 5,000 10,000 *

Jack Holt Family Trust 7,000 (17) * 2,000 5,000 *

Mike Holt IRA 8,500 * 4,500 4,000 *

Charles Stephen Houston INDV 10,000 * 10,000 0 0%

Inwood Trust 10,000 (18) * 10,000 0 0%

JD Design, LLC 750,000 (19) 3.42% 750,000 0 0%

Scott Juda 10,000 * 10,000 0 0%

Brian Kuhn 30,000 * 30,000 0 0%

Lakefront Partners, Ltd. 30,030 (20) * 30,030 0 0%

Thomas Laundrie 108,165 (21) * 108,165 0 0%

Robert S. Lane Family Trust 10,000 (22) * 10,000 0 0%

John S. Lemak 60,000 (23) * 60,000 0 0%

Ronald D. Lossett 30,000 * 30,000 0 0%

David Lunceford 25,000 * 10,000 15,000 *

Muller Family Limited 131,800 (24) * 23,000 108,800 *
Partnership

Dean S. Oakey and 18,999 (25) * 18,999 0 0%
Janis A. Oakey, JTWROS

Gail L. Oakey TTEE/Gail L. 100,000 (26) * 100,000 0 0%
Revocable Trust U/A/D/
01/12/2000

Steve Parlitsis 16,200 (27) * 16,000 200 *

Precept Capital Master Fund, 300,000 (28) 1.42% 300,000 0 0%
G.P.

Gerald Psimer 20,000 * 20,000 0 0%

RAM Trading, Ltd. 368,000 (29) 1.74% 368,000 0 0%

Charles Robbins, Sr. 45,000 (30) * 45,000 0 0%

IRA FBO Katherine U. Sanders 30,030 (31) * 30,030 0 0%
- Pershing LLC Custodian

Sanders Opportunity Fund 108,118 (32) * 108,118 0 0%
(Institutional), L.P.

Sanders Opportunity Fund, L.P. 41,883 (33) * 41,883 0 0%

Sandor Capital Master Fund, L.P. 90,000 (34) * 90,000 0 0%

William A. Solemene 225,000 1.06% 225,000 0 0%

Linda Storms 10,000 * 9,000 1,000 *

R. Douglas Strickland INDV 10,000 * 10,000 0 0%

R. Douglas Strickland PSP 10,000 * 10,000 0 0%

TCMP3 Capital LLC 15,000 (35) * 15,000 0 0%

AJ Telmos 30,000 * 22,000 8,000 *

Trading Post, Inc. 21,800 (36) * 16,000 5,800 *

Joe and Frances Trout 5,000 (37) * 5,000 0 0%

Truk Opportunity Fund, LLC 10,000 (38) * 10,000 0 0%

Lee Turner 5,000 * 5,000 0 0%

Twin Capital Growth Ltd 30,000 (39) * 30,000 0 0%

Yolande Wallin 6,000 * 6,000 0 0%

Westpark Capital L.P. 50,000 (40) * 50,000 0 0%

James K. Williams IRA 10,000 * 10,000 0 0%

WS Opportunity Fund 96,096 (41) * 96,096 0 0%
International, Ltd.

WS Opportunity Master Fund 204,205 (42) * 204,205 0 0%

Robert J. Zappia 15,000 * 15,000 0 0%
------------ ------- ---------- --------- --------

TOTAL 5,097,766 23.51% 4,915,491 182,275 *

* Less than 1% of our outstanding shares.

(1) Konrad Ackerman exercises sole voting and investment control over the
shares held for the account of Alpha Capital, AG.

(2) Includes 16,000 shares issuable upon the exercise of currently
exercisable warrants.

(3) The general partner of Apogee Fund, L.P. is Paradigm Capital
Corporation. Emmett Murphy owns all of the outstanding shares of Paradigm
Capital Corporation. In such capacity, Mr. Murphy exercises voting and
investment control over the shares held for the account of Apogee Fund, L.P.

(4) The general partner of Atlas Capital (Q.P.), L.P. is Atlas Capital
Management, L.P. The general partner of Atlas Capital Management, L.P. is RHA,
Inc., of which Robert H. Alpert is the President. In such capacity, Mr. Alpert
exercises voting and investment control over the shares held for the account of
Atlas Capital (Q.P.), L.P.

(5) All of the outstanding shares of Atlas Capital Management are owned by
Atlas Capital Offshore Fund, the Director of which is Robert S. Alpert, and
Atlas Capital L.P. The general partner of Atlas Capital L.P. is Atlas Capital
Management, L.P. The general partner of Atlas Capital Management, L.P. is RHA,
Inc., of which Robert H. Alpert is the President. In such capacity, Mr. Alpert
exercises voting and investment control over the shares held for the account of
Atlas Capital Management.

(6) In his capacities as sole shareholder and President of Azteca
Production International, Inc., Hubert Guez exercises voting and investment
control over the shares held for the account of Azteca Production International,
Inc.

(7) In his capacity as trustee of the Bernard C. Byrd, Jr. Revocable Trust,
Bernard C. Byrd, Jr. exercises voting and investment control over the shares
held for the account of the Bernard C. Byrd, Jr. Revocable Trust.

(8) These shares are registered in the names of John and Lauren Chapman.

(9) Mitchell P. Kopin, who serves as the President of Downsview Capital,
Inc., the general partner of Cranshire Capital, L.P. In such capacity, Mr. Kopin
exercises sole voting and investment control over the shares held for the
account of Cranshire Capital, L.P.

(10) In their capacities as managers for GreenLight (Switzerland) SA, the
investment advisor to Crescent International Ltd., Mel Craw and Maxi Brezzi
exercise voting and investment control over the shares held for the account of
Crescent International Ltd. Messrs. Craw and Brezzi disclaim beneficial
ownership of such shares.

(11) In his capacity as trustee of Falcon Cable Trust, Marc B. Nathanson
exercises voting and investment control over the shares held for the account of
Falcon Cable Trust.

(12) FlyLine Holdings Ltd. is owned by FlyLine Partners, L.P. The general
partner of FlyLine Partners, L.P. is FlyLine Genpar, L.P., of which W. Forrest
Tempel is the general partner. FlyLine Genpar, L.P. is owned by WFT Family
Limited Partnership, which is owned and controlled by W. Forrest Tempel. In such
capacity, Mr. Tempel exercises voting and investment control over the shares
held for the account of FlyLine Holdings Ltd.

(13) Includes 100,000 shares issuable upon the exercise of currently
exercisable warrants. In his capacity as President of Glenn Michael Financial,
Inc., Glenn Lanaia exercises voting and investment control over the shares held
for the account of Glenn Michael Financial, Inc.

(14) In his capacity as trustee of the Paul A. Greenberg, M.D., P.A.
Employee Profit Sharing Trust, Paul A. Greenberg, M.D., P.A. exercises voting
and investment control over the shares held for the account of Paul A.
Greenberg, M.D., P.A. Employee Profit Sharing Trust.

(15) Bill Haak and Johnnie S. Haak own these shares as joint tenants with
right of survivorship.

(16) Includes 10,000 shares held individually by George J. Harris.

(17) In his capacity as trustee of Jack Holt Family Trust, Michael Holt
exercises voting and investment control over the shares held for the account of
Jack Holt Family Trust.

(18) In his capacity as trustee of Inwood Trust, Jerome Pope exercises
voting and investment control over the shares held for the account of Inwood
Trust. Jerome Pope is a registered representative associated with Capital Wealth
Management, Inc., which is a registered broker-dealer. These shares were
purchased and are held in the ordinary course of business for the separate
account of Inwood Trust.

(19) Includes 250,000 shares issuable upon the exercise of currently
exercisable warrants. In his capacities as sole member and manager of JD Design,
LLC, Joseph Dahan exercises voting and investment control over the shares held
for the account of JD Design, LLC.

(20) In his capacity as President of Lakefront Partners, Ltd, Don A.
Sanders exercises voting and investment control over the shares held for the

account of Lakefront Partners, Ltd. Mr. Sanders is a principal of Sanders Morris
Harris, Inc., which is a registered broker-dealer. These shares were purchased
and are held in the ordinary course of business for the separate account of
Lakefront Partners, Ltd.

(21) Includes 108,165 shares issuable upon the exercise of currently
exerciseable warrants.

(22) In her capacity as trustee of Robert S. Lane Family Trust, Melissa
Campbell exercises voting and control over the shares held for the account of
Robert S. Lane Family Trust.

(23) John S. Lemak is an affiliate of Williams Financial Group, which is a
registered broker-dealer. These shares were purchased and are held in the
ordinary course of business for the personal account of John S. Lemak.

(24) Includes 23,000 shares issuable upon the exercise of currently
exercisable warrants. In his capacity as General Partner of Muller Family
Limited Partnership, William Muller exercises voting and investment control over
the shares held for the account of Muller Family Limited Partnership.

(25) Dean S. Oakey and Janis A Oakey own these shares as joint tenants with
right of survivorship. Dean S. Oakey is employed by Sanders Morris Harris, Inc.,
which is a registered broker-dealer. These shares were purchased and are held in
the ordinary course of business for the separate account of Mr. and Ms. Oakey.

(26) Gail L. Oakey exercises voting and investment control over these
shares in her capacity as trustee of Gail L. Oakey Revocable Trust U/A/D/
01/12/2000. Gail L. Oakey is the mother of Dean S. Oakey. Dean S. Oakey is a
member of the NASD and is employed by Sanders Morris Harris, Inc., which is a
registered broker-dealer. These shares were purchased and are held in the
ordinary course of business for the separate account of Gail L. Oakey Revocable
Trust U/A/D/ 01/12/2000.

(27) Includes 16,000 shares issuable upon the exercise of currently
exercisable warrants.

(28) Precept Capital Management, L.P. has the sole voting power with
respect to these securities as agent and attorney-in-fact of Precept Capital
Master Fund, G.P., of which the general partner is Precept Management, LLC. D.
Blair Baker is the President and Chief Executive Officer of Precept Management,
LLC. In such capacity, Mr. Baker exercises voting and investment control over
the shares held for the account of Precept Capital Management, L.P.

(29) Ritchie Capital Management, L.L.C. is the investment advisor to RAM
Trading, Ltd. In his capacity as Vice President of Ritchie Capital Management,
L.L.C., James R. Park exercises voting and investment control over the shares
held for the account of RAM Trading, Ltd.

(30) These shares are jointly owned by Charles H. Robbins, Sr. and Ellen E.
Robbins.

(31) Katherine U. Sanders is the wife of Don A. Sanders. Mr. Sanders is a
principal of Sanders Morris Harris, Inc., which is a registered broker-dealer.
These shares were purchased and are held in the ordinary course of business for
the separate account of Katherine U. Sanders.

(32) In his capacity as Chief Investment Officer of Sanders Opportunity
Fund (Institutional), L.P., Don A. Sanders exercises voting and investment
control over the shares held for the account of Sanders Opportunity Fund
(Institutional), L.P. Mr. Sanders is a principal of Sanders Morris Harris, Inc.,

which is a registered broker-dealer. These shares were purchased and are held in
the ordinary course of business for the separate account of Sanders Opportunity
Fund (Institutional), L.P.

(33) In his capacity as Chief Investment Officer of Sanders Opportunity
Fund, L.P., Don A. Sanders exercises voting and investment control over the
shares held for the account of Sanders Opportunity Fund, L.P. Mr. Sanders is a
principal of Sanders Morris Harris, Inc., which is a registered broker-dealer.
These shares were purchased and are held in the ordinary course of business for
the separate account of Sanders Opportunity Fund, L.P.

(34) In his capacity as the general partner of Sandor Capital Master Fund,
L.P., John S. Lemak exercises voting and investment control over the shares held
for the account of Sandor Capital Master Fund, L.P. Mr. Lemak is an affiliate of
Williams Financial Group, which is a registered broker-dealer. These shares were
purchased and are held in the ordinary course of business for the separate
account of Sandor Capital Master Fund, L.P.

(35) Steven Slawson and Walter Schenker, as principals of TCMP3 Capital
LLC, the general partner of TCMP3 Partners LLP, exercise voting and investment
control over these shares. Both Mr. Slawson and Mr. Schenker disclaim beneficial
ownership of the shares held for the account of TCMP3 Capital LLC.

(36) Includes 16,000 shares issuable upon the exercise of currently
exercisable warrants. In her capacity as President of Trading Post, Inc.,
Kathleen Belz exercises voting and investment control over the shares held for
the account of Trading Post, Inc. Ms. Belz is the wife of Richard Belz. Mr. Belz
is a principal of Basic Investors, Inc., which is a registered broker-dealer.
These shares were purchased and are held in the ordinary course of business for
the separate account of Trading Post, Inc.

(37) These shares are jointly owned by Joe and Frances Trout.

(38) Michael E. Fein and Stephen E. Saltzstein, as principals of Atoll
Asset Management, LLC, the Managing Member of Truk Opportunity Fund, LLC,
exercise investment and voting control over the shares owned by Truk Opportunity
Fund, LLC. Both Mr. Fein and Mr. Saltzstein disclaim beneficial ownership of the
shares owned by Truk Opportunity Fund, LLC.

(39) In his capacity as the general partner of Twin Capital Growth Ltd.,
Arthur Fields exercises voting and investment control over the shares held for
the account of Twin Capital Growth Ltd.

(40) In his capacity as the general partner of Westpark Capital, L.P.,
Patrick J. Brosnahan exercises voting and investment control over the shares
held for the account of Westpark Capital, L.P.

(41) The agent and attorney-in-fact for WS Opportunity Fund International,
Ltd. is WS Ventures Management, L.P., of which the general partner is WSV
Management, L.L.C. In his capacity as a member of WSV Management, L.L.C.,
Patrick Walker exercises voting and investment control over the shares held for
the account of WS Opportunity Fund International, Ltd. WS Fund International is
an investment partnership, some partners of which are not hot issue eligible.
The WS Fund International makes no allocations of hot issue income to such
ineligible persons.

(42) The agent and attorney-in-fact for WS Opportunity Master Fund is WS
Ventures Management, L.P., of which the general partner is WSV Management,
L.L.C. In his capacity as a member of WSV Management, L.L.C., Patrick Walker
exercises voting and investment control over the shares held for the account of
WS Opportunity Master Fund. WS Master Fund is an investment partnership, some
partners of which are not hot issue eligible. WS Master Fund makes no
allocations of hot issue income to such ineligible persons.

Except as otherwise disclosed above or in documents incorporated herein by
reference, the selling stockholders, have not within the past three years had
any position, office or other material relationship with us or any of our
predecessors or affiliates. Because the selling stockholders may sell all or
some portion of the shares of common stock beneficially owned by them, only an
estimate (assuming the selling stockholders sell all of the shares offered
hereby) can be given as to the number of shares of common stock that will be
beneficially owned by the selling stockholders after this offering. In addition,
the selling stockholders may have sold, transferred or otherwise disposed of, or
may sell, transfer or otherwise dispose of, at any time or from time to time
since the dates on which they provided the information regarding the shares
beneficially owned by them, all or a portion of the shares beneficially owned by
them in transactions registered under other effective registration

The preceding table has been prepared based upon the information furnished
to us by the selling securityholders. The selling securityholders identified
above may have sold, transferred or otherwise disposed of some or all of their
common stock in transactions exempt from the registration requirements of the
Securities Act since the dates on which they provided the information regarding
the common stock beneficially owned by them. Information concerning the selling
securityholder may change from time to time and, if necessary, we will
supplement this prospectus accordingly.

PLAN OF DISTRIBUTION

The selling stockholders may offer their shares of common stock at various
times in one or more of the following transactions:

o on any U.S. securities exchange on which our common stock may be listed
at the time of such sale;

o in the over-the-counter market;

o in transactions other than on such exchanges or in the over-the-counter
market;

o in connection with short sales; or

o in a combination of any of the above transactions.

The selling stockholders may offer their shares of common stock at
prevailing market prices, at prices related to the prevailing market prices, at
negotiated prices or at fixed prices. The selling stockholders may transfer
shares to discharge indebtedness, as payment for goods or services, or for other
non-cash consideration.

The selling stockholders may use broker-dealers to sell their shares of
common stock. If this occurs, broker-dealers will either receive discounts or
commission from the selling stockholder, or they will receive commissions from
the purchasers of shares of common stock for whom they acted as agents. These
brokers may act as dealers by purchasing any and all of the shares covered by
this prospectus either as agents for others or as principals for their own
accounts and reselling these securities under the prospectus.

The selling stockholders and any broker-dealers or other persons acting on
the behalf of parties that participate in the distribution of the shares may be
considered underwriters under the Securities Act. As such, any commissions or
profits they receive on the resale of the shares may be considered underwriting
discounts and commissions under the Securities Act.

As of the date of this prospectus, we are not aware of any agreement,
arrangement or understanding between any broker or dealer and any of the selling
stockholders with respect to the offer or sale of the shares under this
prospectus. If we become aware of any agreement, arrangement or understanding,
to the extent required under the Securities Act, we will file a supplemental
prospectus to disclose:

o the name of any of the broker-dealers;

o the number of shares involved;

o the price at which the shares are to be sold;

o the commissions paid or discounts or concessions allowed to
broker-dealers, where applicable;

o that the broker-dealers did not conduct any investigation to verify the
information set out in this prospectus, as supplemented; and

o other facts material to the transaction.

Certain of the agreements with the selling stockholders contain reciprocal
indemnification provisions between us and the selling stockholder to indemnify
each other against certain liabilities, including liabilities under the
Securities Act, which may be based upon, among other things, any untrue
statement or alleged untrue statement of a material fact or any omission or
alleged omission of a material fact.

DESCRIPTION OF SECURITIES

COMMON STOCK

Pursuant to Innovo's Amended and Restated Certificate of Incorporation, we
are authorized to issue 40 million shares of common stock, $.10 par value per
share. As of October 14, 2003, we had outstanding 21,158,308 validly issued,
fully paid and nonassessable shares of common stock.

Holders of the common stock are entitled to one vote for each share held of
record in each matter properly submitted to such holders for a vote. Subject to
the rights of the holders of any other outstanding series of stock our board of
directors may designate from time to time, holders of common stock are entitled
to receive their pro rata share of (i) any dividends that may be declared by the
board of directors out of assets legally available therefore, and (ii) any
excess assets available upon the liquidation, dissolution, or winding up of
Innovo.

The board of directors may issue the additional shares of common stock, up
to the authorization of 40 million shares, without soliciting additional
stockholder approval. The existence of authorized but unissued shares of the
common stock could tend to discourage or render more difficult the completion of
a hostile merger, tender offer or proxy contest. For example, if in the due
exercise of its fiduciary obligations, the board of directors were to determine
that a takeover proposal was not in the best interest of the company and its
stockholders, the ability to issue additional shares of stock without further
stockholder approval could have the effect of rendering more difficult or costly
the completion of the takeover transaction, by diluting the voting or other
rights of the proposed acquiror or insurgent stockholder group, by creating a
substantial voting block in hands that might support the position of the board
of directors, by effecting an acquisition that might complicate or preclude the
takeover, or otherwise.

PREFERRED STOCK

Our Amended and Restated Certificate of Incorporation authorizes the
issuance of up to 5 million shares of preferred stock with designations, rights
and preferences determined from time to time by the Board of Directors.
Accordingly, the Board of Directors is empowered, without stockholder approval,
to issue preferred stock with dividends, liquidation, conversion, voting and
other rights that could adversely affect the voting power or other rights of the
holders of common stock. In the event of issuance, the preferred stock could be
used, under certain circumstances, as a method of discouraging, delaying or
preventing a change in control of Innovo.

CERTAIN PROVISIONS RELATING TO SHARE ACQUISITIONS

Section 203 of the Delaware General Corporation Law generally prevents a
corporation from entering into certain business combinations with an interested
stockholder (defined as any person or entity that is the beneficial owner of at
least 15% of a corporation's voting stock) or its affiliates for a period of
three years after the date of the transaction in which the person became an
interested stockholder, unless (i) the transaction is approved by the board of
directors of the corporation prior to such business combination, (ii) the
interested stockholder acquires 85% of the corporation's voting stock in the
same transaction in which it exceeds 15%, or (iii) the business combination is
approved by the board of directors and by a vote of two-thirds of the
outstanding voting stock not owned by the interested stockholder. The Delaware
General Corporation Law provides that a corporation may elect not to be governed
by Section 203. We have made no such election and are therefore governed by
Section 203. Such anti-takeover provision may have an adverse effect on the
market for our securities.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Our Amended and Restated Certificate of Incorporation provides that we
shall indemnify our officers and directors to the fullest extent permitted by
Delaware law, including some instances in which indemnification is otherwise
discretionary under Delaware law. The Amended and Restated Certificate of
Incorporation also provides that, pursuant to Delaware law, our directors shall
not be liable for monetary damages for breach of the director's fiduciary duty
of care to the company and its stockholders. This provision does not eliminate
the duty of care, and, in appropriate circumstances, equitable remedies such as
an injunction or other forms of non-monetary relief would remain available under
Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the company, for acts
or omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities for environmental laws.

At present, there is no pending litigation or proceeding involving a
director or officer of Innovo as to which indemnification is being sought, nor
are we aware of any threatened litigation that may result in claims for
indemnification by any officer or director.

TRANSFER AND WARRANT AGENT

The transfer agent for our common stock is North American Transfer Co., 147
W. Merrick Road, Freeport, New York 11520.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed
upon for Innovo by Akin Gump Strauss Hauer & Feld LLP, Washington, D.C.

EXPERTS

The consolidated financial statements of the Innovo Group Inc. appearing in
Innovo Group Inc.'s Annual Report (Form 10-K) for the year ended November 30,
2002 and the year ended December 1, 2001 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon and incorporated
herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given on the authority of such
firm as experts in accounting and auditing.

CAUTIONARY STATEMENTS

No person has been authorized to give any information or to make any
representation not contained in this prospectus in connection with this offering
of common stock and, if given or made, no one may rely on such unauthorized
information or representations. This prospectus does not constitute an offer to
sell or the solicitation of an offer to buy any securities other than the common
stock to which it relates, or an offer to sell or the solicitation of an offer
to buy such securities in any jurisdiction in which such offer or solicitation
may not be legally made. Neither the delivery of this prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that the
information contained herein is correct as of any date subsequent to the date
hereof.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated costs and expenses of the sale
and distribution of the securities being registered, all of which are being
borne by us.

SEC registration fee $ 1,960.54
Nasdaq fee --
Accounting fees and expenses 15,000.00
Legal fees and expenses *
Printing and engraving expenses 500.00
Blue Sky fees and expenses --
Transfer Agent and Registrar fee --
Miscellaneous expenses 500.00
_________
Total $ *

*To be filed by amendment.

With the exception of the fee payable to the SEC, all of the amounts shown
above are estimates.

Item 15. Indemnification of Directors and Officers

II-22

Under Section 145 of the Delaware General Corporation Law, a corporation
may indemnify any of its directors and officers against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding (i) if any such person acted in good faith and in a manner reasonably
believed to be in or not opposed to be the best interests of the corporation,
and (ii) in connection with any criminal action or proceeding if such person had
no reasonable cause to believe such conduct was unlawful. In actions brought by
or in the right of the corporation, however, Section 145 provides that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable for negligence or misconduct
in the performance of such person's duty to the corporation unless, and only to
the extent that, the Court of Chancery of the State of Delaware or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in review of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Article Nine of the registrant's Amended and Restated Certificate of
Incorporation requires that the registrant indemnify its directors and officers
for certain liabilities incurred in the performance of their duties on behalf of
the registrant to the fullest extent allowed by Delaware law.

The registrant's Amended and Restated Certificate of Incorporation relieves
the registrant's directors from personal liability to the registrant or to
stockholders for breach of any such director's fiduciary duty as a director to
the fullest extent permitted by the Delaware General Corporation Law. Under
Section 102(b)(7) of the Delaware General Corporation Law, a corporation may
relieve its directors from personal liability to such corporation or its
stockholders for monetary damages fore any breach of their fiduciary duty as
directors except (i) for a breach of the duty of loyalty, (ii) for failure to
act in good faith, (iii) for intentional misconduct or knowing violation of law,
(iv) for willful or negligent violations of certain provisions of the Delaware
General Corporation Law imposing certain requirements with respect to stock
repurchases, redemptions and dividends, or (v) for any transaction from which
the director derived an improper personal benefit.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or controlling persons of the company
pursuant to the foregoing provisions, the registrant has been informed that, in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

Item 16. Exhibits

The following exhibits are filed as part of the Registration Statement:

Exhibit
Number Description and Method of Filing
------------------ --------------------------------------------------
5 Opinion of Akin Gump Strauss Hauer & Feld LLP**

23.1 Consent of Akin Gump Strauss Hauer & Feld LLP
(included in the opinion filed as Exhibit 5)**

23.2 Consent of Ernst & Young LLP**

24 Power of Attorney*

* Previously filed.
**To be filed by amendment.

II-23

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information in the registration statement; and

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 14 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer of controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is assured by such director,
officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its
counsel the question has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be
deemed to be part of this Registration Statement as of the time it was
declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus

II-24

shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

(d) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Innovo Group
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Commerce, California on October 28, 2003.

INNOVO GROUP INC.

By: /s/ Samuel J. Furrow, Jr.
-------------------------
Samuel J. Furrow, Jr.
Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that the persons whose signatures
appear below each severally constitutes and appoints Samuel J. Furrow, Jr. and
Samuel J. Furrow, Sr., and each of them, his true and lawful attorney-in-fact
and agent, with full powers of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including pre-effective and post-effective amendments) to this
registration statement and to sign any registration statement (and any
post-effective amendments) relating to the same offering as this registration
statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all which said
attorney-in-fact and agent, or his substitute, may lawfully do, or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.

Signature Title of Capacities Date
--------- ------------------- ----

/s/ Samuel J. Furrow, Sr.
--------------------------------
Samuel J. Furrow, Sr. Chairman of the Board and October 28, 2003
Director

/s/ Patricia Anderson Lasko
--------------------------------
Patricia Anderson-Lasko President and Director October 28, 2003

/s/ Samuel J. Furrow, Jr.
--------------------------------
Samuel J. Furrow, Jr. Chief Executive Officer, Director
and Principal Executive Officer October 28, 2003

/s/ Dan Page
--------------------------------
Dan Page Director October 28, 2003

II-26

/s/ Marc B. Crossman
--------------------------------
Marc B. Crossman Chief Financial Officer, Director,
Principal Financial and Accounting
Officer October 28, 2003

/s/ John G. Looney
--------------------------------
John G. Looney Director October 28, 2003

/s/ Suhail Rizvi
--------------------------------
Suhail Rizvi Director October 28, 2003

/s/ Kent A. Savage
--------------------------------
Kent A. Savage Director October 28, 2003

/s/ Vincent Sanfillipo
--------------------------------
Vincent Sanfillipo Director October 28, 2003

II-27

EXHIBIT INDEX

Exhibit
Number Description and Method of Filing
---------------------------- --------------------------------------------------
5 Opinion of Akin Gump Strauss Hauer & Feld LLP**

23.1 Consent of Akin Gump Strauss Hauer & Feld LLP
(included in the opinion filed as Exhibit 5)**

23.2 Consent of Ernst & Young LLP**

24 Power of Attorney*

* Previously filed.
** To be filed by amendment.