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Registration No. 333-52318

SECURITIES AND EXCHANGE COMMISSION

INNOVO GROUP INC.

Delaware		11-2928178
(State of other jurisdiction of		(IRS Employer
incorporation or organization)		Identification Number)

 

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Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

 

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PROSPECTUS

INNOVO GROUP INC.

Common Stock

	•		The shares of common stock offered by this prospectus are being sold by the stockholders listed on pages 16-18 of this prospectus. We will not receive any proceeds from the sale of these shares of common stock.
	•		Our common stock is traded on the Nasdaq SmallCap Market under the symbol INNO.
	•		The selling stockholders may sell the shares of common stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” beginning on page 20 for more information about how a selling stockholder may sell its shares of common stock. We will not be paying any underwriting discounts or commissions in this offering.
	•		On November 4, 2003, the last reported sale price of our common stock on the Nasdaq SmallCap Market was $4.11. You should obtain a current market price quotation before you buy any of the offered shares.

Neither the Securities and Exchange Commission 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.

 

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INNOVO GROUP INC
RISK FACTORS
FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
DIVIDEND POLICY
SELLING STOCKHOLDERS
PLAN OF DISTRIBUTION
DESCRIPTION OF SECURITIES
ENGAGEMENT OF RESEARCH FIRM
WHERE YOU CAN FIND MORE INFORMATION
EXPERTS
CAUTIONARY STATEMENTS
SIGNATURES
CONSENT OF ERNST & YOUNG, LLP

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INNOVO GROUP INC			1
RISK FACTORS			3
FORWARD-LOOKING STATEMENTS			15
USE OF PROCEEDS			15
DIVIDEND POLICY			15
SELLING STOCKHOLDERS			16
PLAN OF DISTRIBUTION			20
DESCRIPTION OF SECURITIES			22
ENGAGEMENT OF RESEARCH FIRM			23
WHERE YOU CAN FIND MORE INFORMATION			24
EXPERTS			25
CAUTIONARY STATEMENTS			25

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RISK FACTORS

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		Negative (positive) Cash Flow
		from Operating				Losses (Income)
		Activities of				from Continuing
Nine months ended:		Continuing Operations				Operations
August 30, 2003		$	7,615,000			$	2,524,000
Fiscal year ended:
December 1, 2002		($	1,504,000	)		($	572,000	)
December 1, 2001		$	632,000			$	618,000
November 30, 2000		$	4,598,000			$	5,056,000
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

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A substantial portion of our net sales and gross profit is derived from a small number of large customers.

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		- 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.

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

		- 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,

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		- 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.

		- 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.

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FORWARD-LOOKING STATEMENTS

     This prospectus and the documents incorporated by reference into this prospectus contain some forward-looking statements which involve substantial risks and uncertainties. These forward-looking statements can generally be identified by the use of forward-looking words like “may,” “will,” “except,” “anticipate,” “intend,” “estimate,” “continue,” “believe” or other similar words. Similarly, statements that describe our future expectations, objectives and goals or contain projections of our future results of operations or financial condition are also forward-looking statements. Our future results, performance or achievements could differ materially from those expressed or implied in these forward-looking statements as a result of certain factors, including those listed under the heading “Risk Factors” and in other cautionary statements in this prospectus.

USE OF PROCEEDS

DIVIDEND POLICY

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SELLING STOCKHOLDERS

		Securities Owned Prior to Offering												Securities Owned After Offering
						Percent
						of				Shares of				Number of				Percent of
Name of Selling		Shares of Common				Common				Common Stock				Shares of				Common
Stockholder		Stock				Stock				Offered Hereby				Common Stock				Stock
Samuel J. (Sam)			3,131,600	(2)			14	%			530,946				2,600,654				12	%
Furrow, Sr.(1)
Samuel J. (Jay)			1,410,592	(4)			6	%			530,946				879,646				4	%
Furrow, Jr.(3)
Commerce			2,069,689	(5)			9	%			1,706,052				363,637				2	%
Investment Group, LLC
Integrated Apparel, LLC			1,021,428	(6)			4	%			1,021,428				0				*
S.H.D. Investments, LLC			285,714	(7)			1	%			285,714				0				*
MidAtlantic Agency, Inc.			72,183	(8)			*				72,183				0				*
Innavation, LLC			2,627,276				12	%			2,627,276				0				*
C. J. Rahm, L.P.			173,283	(10)			*				173,283				0				*

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						Percent
						of				Shares of				Number of				Percent of
Name of Selling		Shares of Common				Common				Common Stock				Shares of				Common
Stockholder		Stock				Stock				Offered Hereby				Common Stock				Stock
FBV Family			50,000	(11)			*				50,000				0				*
Limited Partnership LP
Griffin James Aron			142,857	(12)			*				142,857				250,000				1	%
Guez Irrevocable Trust dated Sept. 13, 1996
Stephan Avner			392,857	(13)			2	%			392,857				0				*
Felix Guez Irrevocable Trust dated Sept. 13, 1996
Nir Levitan			18,750				*				18,750				0				*
Alec Land			45,205				*				45,205				0				*
Eyal Ben-Yosef			1,792				*				1,792				0				*
Lon Morton Family			5,817	(14)			*				5,817				0				*
Limited Partnership
Gerald Pinsky			1,782				*				1,782				0				*
Milton Koffman			4,325				*				4,325				0				*
Mark Friedman			2,112				*				2,112				0				*
Max Candiotty			4,430				*				4,430				0				*
Martin Kaufman			9,018				*				9,018				0				*
Fredrick Benetti			1,803				*				1,803				0				*
Brentwood Holding Company, G.P.			7,214	(15)			*				7,214				0				*
Jewelcor			11,018	(16)			*				11,018				0				*
Management, Inc.

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Percent

of

Shares of

Number of

Percent of

Name of Selling

Shares of Common

Common

Common Stock

Shares of

Common

Stockholder

Stock

Stock

Offered Hereby

Common Stock

Stock

New Valu, Inc.

4,408

(17)

*

4,408

0

*

Ann Seccombe and Roger R. Williams

3,607

*

3,607

0

*

TOTALS

11,498,760

51

%

7,654,823

4,093,937

18

%

*     Less than 1% of outstanding shares.

(1)		Sam Furrow became a director of the Company in April 1998 and the Company’s Chairman in October 1998, and served as Chief Executive Officer from October 1998 through December 2000.

(2)		Includes 48,002 shares available upon exercise of presently exercisable options or those exercisable within 60 days.

(3)		Jay Furrow, Sam Furrow’s son, became the Company’s Vice President for Corporate Development and In-House Counsel in August 1998 and a Director in January 1999. Mr. Furrow served as President from December 2000 until July 2002, when he became Chief Executive Officer. He has also served as the Company’s Chief Operating Officer from April 1999 to May 2003 and its Acting Chief Financial Officer from August 2000 to March 2003.

(4)		Includes 350,000 shares available upon exercise of presently exercisable options or those exercisable within 60 days.

(5)		Based on a Schedule 13D filed on October 29, 2003, reporting beneficial ownership of 2,069,689 shares for which it holds sole voting and investment power. Includes 300,000 shares available upon exercise of presently exercisable warrants. Mr. Hubert Guez and his brother Mr. Paul Guez are joint owners of Commerce Investment Group, LLC (“Commerce”). As such they have shared voting power with respect to the shares of our common stock reported in the table for Commerce. Accordingly, they may be deemed the beneficial owners of these shares as a result of possessing these powers.

(6)		Based on a Schedule 13D filed on October 29, 2003, reporting beneficial ownership of 1,021,428 shares for which it holds sole voting and investment power. Mr. Hubert Guez and his brother Mr. Paul Guez are joint owners of Integrated Apparel LLC (“Integrated”). As such they have shared voting power with respect to the shares of our common stock reported in the table for Integrated. Accordingly, they may be deemed the beneficial owner of these shares as a result of possessing these powers.

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(7)		Based on a Schedule 13D filed on October 29, 2003, reporting beneficial ownership of 285,714 shares for which it holds sole voting and investment powers. Mr. Paul Guez is the President of S.H.D. Investments, LLC (“SHD”). As such, Mr. Paul Guez may be deemed to have sole voting power with respect to the shares of our common stock reported in the table for SHD. Accordingly, he may be deemed to be the beneficial owner of these shares as a result of possessing these powers.

(8)		Based on a Schedule13D filed on October 30, 2003, by Mr. Joseph Mizrachi and Mr. Simon Mizrachi, reporting beneficial ownership of 72,183 shares of Company common stock. Mr. Simon Mizrachi is the President of Mid Atlantic Agency, Inc. As President, Mr. Simon Mizrachi may be deemed to have sole voting and dispositive power, with respect to these shares, and accordingly, may be deemed the beneficial owner of these shares.

(9)		Based on a Form 4 filed on October 30, 2003 by Seymour Braun, reporting beneficial ownership of 2,627,276 shares of Company common stock. Innavation, LLC (“Innavation”) is owned 85% by Yardworth Mortgage Corp. (“Yardworth”). Praha Trust (“Praha”) is the beneficial owner of Yardworth. As sole trustee of Praha, Seymour Braun has the right to vote all shares owned by Innavation. Mr. Seymour Braun, as the sole trustee of Praha, which beneficially owns Yardworth, has the sole power to vote or direct the vote and dispose or direct the disposition of 2,627,276 shares of Company common stock. We had previously listed this selling stockholder as Innovation, LLC but have been informed by Mr. Seymour Braun that the name is Innavation, LLC.

(10)		Based on Schedule 13D filed on October 29, 2003, by Mr. Joseph Mizrachi and Mr. Simon Mizrachi, reporting beneficial ownership of 197,183 shares of Company common stock held for the account of C.J. Rahm, L.P. (“CJ Rahm”). Mr. Joseph Mizrachi is the advisor to CJ Rahm and Mr. Simon Mizrachi is the President of SAT Holdings, Inc., the general partner of CJ Rahm. Each of Mr. Joseph Mizrachi, as advisor to CJ Rahm, and Mr. Simon Mizrachi as President of the general partner of CJ Rahm, may be deemed to have sole voting and dispositive power with respect to these shares, and thus, may be deemed the beneficial owner of these shares.

(11)		The partnership interest of FBV Family Limited Partnership, L.P. (“FBV”) is owned jointly by Frederick Benetti and his wife, Vera Benetti. As the managing partner of FBV, Frederick Benetti may be deemed to have sole voting and dispositive power with respect to these shares, and thus, may be deemed to be the beneficial owner of these shares.

(12)		Based on a Schedule 13D filed on October 29, 2003, the Griffin James Aron Guez Irrevocable Trust (“Griffin Trust”) has sole voting and dispositive power over 142,857 shares, and accordingly, may be deemed beneficial owner of these shares. Ms. Marguerite Guez, Mr. Hubert Guez’s mother, serves as trustee of the Griffin Trust.

(13)		Based on a Schedule 13D filed on October 29, 2003, the Stephan Avner Felix Guez Irrevocable Trust (“Stephan Trust”) has sole voting and dispositive power over 392,857 shares, and accordingly, may be deemed beneficial owner of these shares. Ms. Marguerite Guez, Mr. Hubert Guez’s mother, serves as trustee of the Stephan Trust.

(14)		The partnership interest of the Lon Morton Family Limited Partnership (“Lon Morton FLP”) is controlled by Lon Morton. As general partner of the Lon Morton FLP, Lon Morton may be

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		deemed to have sole voting and dispositive power with respect to these shares, and thus, may be deemed to be the beneficial owner of these shares.

(15)		The partnership interest of Brentwood Holding Company, G.P. (“Brentwood”) is owned one-third by Frederick Benetti and his wife, Vera Benetti; one-third by Frederick Benetti’s brother, John Benetti, and his wife, Elenor Benetti; and one-third by Anna Tuccori. As managing partner of Brentwood, Mr. Frederick Benetti may be deemed to have sole voting and dispositive power with respect to these shares, and thus, may be deemed the beneficial owner of those shares.

(16)		The ownership interest of Jewelcor Management, Inc. (“Jewelcor Management”) is owned 100 % by Jewelcor, Inc. (“Jewelcor”). 100% of the outstanding stock of Jewelcor is owned by SH Holdings, Inc. (“SH”), of which 91% of the outstanding stock is owned by Seymour Holtzman and his wife, Evelyn Holtzman, as tenants by the entirety. As such and as the President of SH, as President and Chairman of Jewelcor, and as President and Chairman of Jewelcor Management, Mr. Holtzman may be deemed to have sole voting and dispositive power with respect to these shares, and thus, may be deemed to be the beneficial owner of these shares.

(17)		Messrs. Milton Koffman and Burton Koffman, Milton Koffman’s nephew, are joint owners of New Valu, Inc. (“New Valu”). As such, they have shared voting power with respect to these shares. Accordingly, they may be deemed the beneficial owners of these shares as a result of possessing these powers

PLAN OF DISTRIBUTION

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

	•		on any U.S. securities exchange on which our common stock may be listed at the time of such sale;
	•		in the over-the-counter market;
	•		in transactions other than on such exchanges or in the over-the-counter market;
	•		in connection with short sales; or
	•		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.

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     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.

	•		the name of any of the broker-dealers;
	•		the number of shares involved;
	•		the price at which the shares are to be sold;
	•		the commissions paid or discounts or concessions allowed to broker-dealers, where applicable;
	•		that the broker-dealers did not conduct any investigation to verify the information set out in this prospectus, as supplemented; and
	•		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.

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DESCRIPTION OF SECURITIES

Common Stock

Preferred Stock

Certain Provisions Relating to Share Acquisitions

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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. The Company has made no such election and is therefore governed by Section 203. Such anti-takeover provision may have an adverse effect on the market for the Company’s securities.

Indemnification and Limitation of Liability

     The Company’s Amended and Restated Certificate of Incorporation provides that the Company shall indemnify its 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, the Company’s 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.

Transfer and Warrant Agent

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     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.”

     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” the information we file with them, which 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 Definitive Proxy Statement on Schedule 14A filed with the SEC on April 24, 2003;
	3.		Our Quarterly Report on Form 10-Q for the three months ended March 1, 2003;
	4.		Our Current Report on Form 8-K dated March 17, 2003;
	5.		Our Current Report on Form 8-K dated April 15, 2003;
	6.		Our Quarterly Report on Form 10-Q for the six months ended May 31, 2003;

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	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.

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.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

SEC registration fee		$	2,047
Nasdaq fee			—
Accounting fees and expenses			15,000
Legal fees and expenses			25,000
Printing and engraving expenses			500
Blue Sky fees and expenses			—
Transfer Agent and Registrar fee			—
Miscellaneous expenses			500
		$	43,047

Item 15. Indemnification of Directors and Officers

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repurchases, redemptions and dividends, or (v) for any transaction from which the director derived an improper personal benefit.

Item 16. Exhibits

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

Exhibit Index

Exhibit
Number		Description		Reference No.
5.1		Opinion of Sims Moss Kline & Davis, LLP.		*
23.1		Consent of Ernst & Young, LLP		Filed Herewith
24		Power of Attorney		**

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*		Filed as Exhibit 5.1 to original registration statement on Form S-1 (File No. 333-52318) on December 20, 2000.
**		Filed as Exhibit 24 to original registration statement on Form S-1.

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

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(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 asserted 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 matter 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.

	(c) The undersigned Registrant hereby undertakes that:

	(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 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.

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SIGNATURES

	INNOVO GROUP INC.
	By:	/s/ Samuel J. Furrow, Jr.
		Samuel J. Furrow, Jr.
		Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Samuel J. Furrow, Jr. and Samuel J. Furrow, Sr., and each of them, his true and lawful attorney-in-fact, as agent with full power of substitute and resubstitution for him and in his name, place and stead, in any and all capacity, to sign any or all amendments to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such 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 and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title		Date
/s/ Samuel J. Furrow Samuel J. Furrow		Chairman of the Board, Director		November 6, 2003
/s/ Patricia Anderson-Lasko Patricia Anderson-Lasko		President and Director		November 6, 2003
/s/ Samuel J. Furrow, Jr. Samuel J. Furrow, Jr.		CEO, Director and Principal Executive Officer		November 6, 2003

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Table of Contents

Name		Title		Date
/s/ Daniel Page Daniel Page		Director		November 6, 2003
/s/ Marc Crossman Marc Crossman		Chief Financial Officer, Director, Principal Financial and Accounting Officer		November 6, 2003
/s/ Dr. John G. Looney Dr. John G. Looney		Director		November 6, 2003
/s/ Suhail Rizvi Suhail Rizvi		Director		November 6, 2003
/s/ Kent A. Savage Kent A. Savage		Director		November 6, 2003
/s/ Vincent Sanfillipo Vincent Sanfillipo		Director		November 6, 2003

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