UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
INNOVO GROUP INC.
(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
(Title of Class of Securities)
457954600
(CUSIP Number)
Samuel J. Furrow, Jr.
Innovo Group Inc.
5804 East Slauson Avenue
Commerce, California 90040
(323) 725-5516
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 24, 2005
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of 240.13d-
1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 240.13d-7 for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
-1-
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
AZTECA PRODUCTION INTERNATIONAL, INC.
2 Check the Appropriate Box if a Member of a Group (See
Instructions)
a.
b. X
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
7 Sole Voting Power
Number of 3,306,908
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 3,306,908
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,306,908
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13 Percent of Class Represented By Amount in Row (11)
9.93%
14 Type of Reporting Person (See Instructions)
OO
-2-
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
PAUL GUEZ
2 Check the Appropriate Box if a Member of a Group (See
Instructions)
a.
b. X
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
UNITED STATES
7 Sole Voting Power
Number of 2,085,976
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,085,976
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,085,976
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13 Percent of Class Represented By Amount in Row (11)
6.26 %
14 Type of Reporting Person (See Instructions)
IN
-3-
This Amendment No. 11 to Schedule 13D relates to shares of
Common Stock, par value $0.10 per share (the "Shares") of Innovo
Group, Inc. (the "Issuer"). This Amendment No. 11 supplementally
amends the initial statement on Schedule 13D, dated November 30,
2000 (the "Initial Statement") and Amendment No. 1 to Schedule
13D, dated July 11, 2003 and filed on October 29, 2003
("Amendment No. 1"), Amendment No. 2 to Schedule 13D, dated
September 18, 2003 and filed on December 18, 2003, ("Amendment
No. 2"), Amendment No. 3 to Schedule 13D, dated September 18,
2003 and filed on January 20, 2004 ("Amendment No. 3"), Amendment
No. 4 to Schedule 13D, dated March 5, 2004 and filed on March 9,
2004 ("Amendment No. 4"), Amendment No. 5 to Schedule 13D, dated
April 2, 2004 and filed on April 28, 2004 ("Amendment No. 5"),
Amendment No. 6 to Schedule 13D, dated April 29, 2004 and filed
on May 11, 2004 ("Amendment No. 6"), and Amendment No. 7 to
Schedule 13D, dated May 13, 2004, filed on May 18, 2004
("Amendment No. 7"), Amendment No. 8 to Schedule 13D, dated March
15, 2005, filed on March 16, 2005 ("Amendment No. 8"), Amendment
No. 9 to Schedule 13D, dated April 5, 2005, filed on April 15,
2005 ("Amendment No. 9") and Amendment No. 10 to Schedule 13D,
dated April 22, 2005, filed on May 13, 2005 ("Amendment No. 10")
filed by the Reporting Persons (as defined herein). Capitalized
terms used but not defined herein shall have the meanings
ascribed to them in the Initial Statement. The Initial Statement
is supplementally amended as follows.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the
following persons (collectively, the "Reporting Persons"):
i) Azteca Production International, Inc. ("Azteca");
and
ii) Mr. Paul Guez ("Mr. Paul Guez").
This Statement relates to the Shares held for the accounts
of Azteca, S.H.D. Investments, LLC, a California limited
liability company ("SHD"), and Integrated Apparel Resources, LLC,
a California limited liability company ("Integrated"). This
Statement also relates to Shares which Mr. Paul Guez does not
have voting or investment control over, but are held in the name
of Azteca.
Item 5. Interest in Securities of the Issuer.
On June 24, 2005, Mr. Paul Guez, on behalf of shares
held solely by him for the account of Azteca,reported a series of
certain sales of Shares of stock of the Issuer. The sale of
Shares by Mr. Paul Guez resulted in the change, in the aggregate,
in more than 1% of the Shares held by Azteca prior to the
commencement of the sales. As a result of these sales and in
order to comply with the Securities Exchange Act of 1934, as
amended, the Reporting Persons wish to reflect these changes
herein.
As a result, the text of Item 5 of Amendment No. 10 is
deleted in its entirety and is replaced with the following:
The Reporting Persons have been informed that there
were 33,301,787 Shares outstanding as of July 11, 2005, according
to the Quarterly Report on Form 10-Q filed by the Issuer on July
12, 2005.
(a) (i) Azteca may be deemed the beneficial owner of
3,306,908 Shares (approximately 9.93% of the total number of
Shares outstanding). This number consists of A) 1,513,387 Shares
held for its account of which Mr. Hubert Guez may be deemed to
have the sole power to direct the voting and disposition of such
Shares on behalf of Azteca, and B) 1,793,521 Shares held for its
account of which Mr. Paul Guez may be deemed to have the sole
power to direct the voting and disposition of such Shares on
behalf of Azteca.
-4-
(ii)Mr. Paul Guez may be deemed the beneficial
owner of 2,085,976 Shares (approximately 6.26% of the total
number of Shares outstanding). This number consists of A)
149,101 Shares held for the account of SHD, of which Mr. Paul
Guez may be deemed to have the sole power to direct the voting
and disposition of such Shares, B) 1,793,521 Shares held for the
account of Azteca, of which Mr. Paul Guez may be deemed to have
the sole power to direct the voting and disposition of such
Shares, and C) 143,354 Shares held for the account of Integrated,
of which Mr. Paul Guez may be deemed to have the sole power to
direct the voting and disposition of such Shares.
(b) (i) Azteca, through Mr. Paul Guez, may be deemed
to have sole voting power to direct the voting and disposition of
1,793,521 Shares held for its account and through Mr. Hubert
Guez, may be deemed to have the sole voting and disposition of
the 1,513,387 Shares held for its account.
(ii) Mr. Paul Guez may be deemed to have the sole
power to direct the voting and disposition of the A) 1,793,521
Shares held for the account of Azteca; B) 149,101 Shares held for
the account of SHD, and C) 143,354 Shares held for the account of
Integrated.
(c) (i) The following transactions in Common Stock were
effected or reported by Mr. Paul Guez in the past 60 days, on
behalf of Azteca's Shares that he may be deemed to have the sole
power to direct the voting and disposition and the right to
receive the proceeds from the sale of such Shares, and are noted
below. Upon a review of the accounts, it came to Mr. Guez's
attention that certain previous sales in June 2005 had
inadvertently not been reported on a Form 4 or Schedule 13D. As
a result, Mr. Guez reported such transactions late to correct the
mistake. Except as otherwise stated herein, there have been no
transactions effected with respect to the Shares in the past 60
days that represented a change in greater than 1% of the Shares
by any of the Reporting Persons. Immediately prior to the sales
of the Shares, Mr. Paul Guez may have been deemed to have the
sole power to direct the voting and disposition of 1,929,121
Shares held for the account of Commerce. All such sales have
been previously reported on a Form 4 by Mr. Paul Guez. Neither
Azteca nor Mr. Paul Guez are subject to Section 16 reporting
requirements.
Dates Number of Transaction Price per Where and How
Shares Share Transaction
Effected
6/24/2005- 135,600 Sale $3.48-$3.86 Open Market
6/28/2005 Sales of
securities
registered
for resale
(d) (i) The shareholders of Azteca, including Mr.
Hubert Guez and Mr. Paul Guez, have the right to participate in
the receipt of dividends from, or proceeds from the sales of, the
securities held for the account of Azteca only in accordance with
their right to exercise voting and investment control over the
shares so held by such person in Azteca.
(ii) The shareholders of Integrated, including Mr.
Hubert Guez and Mr. Paul Guez, have the right to participate in
the receipt of dividends from, or proceeds from the sales of, the
securities held for the account of Integrated only in accordance
with their right to exercise voting and investment control over
the shares so held by such person in Integrated.
-5-
(iii) The shareholders of SHD, including Mr.
Paul Guez, have the right to participate in the receipt of
dividends from, or proceeds from the sales of, only in accordance
with their right to exercise voting and investment control over
the shares so held by such person in SHD.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
Date: October 7, 2005 AZTECA PRODUCTION
INTERNATIONAL, INC.
By:/s/ Paul Guez
Paul Guez
Joint-owner
Date: October 7, 2005 PAUL GUEZ
By:/s/ Paul Guez
Paul Guez
-6-