UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549


                            FORM 8-K


                     CURRENT REPORT PURSUANT
                  TO SECTION 13 OR 15(D) OF THE
                 SECURITIES EXCHANGE ACT OF 1934


  Date of report (Date of earliest event reported): November 3,
                     2006 (October 30, 2006)

                        Innovo Group Inc.
     (Exact Name of Registrant as Specified in Its Charter)

                            Delaware
         (State or Other Jurisdiction of Incorporation)

            0-18926                        11-2928178
    (Commission File Number)   (IRS Employer Identification No.)


5901 South Eastern Avenue, Commerce, California      90040
(Address of Principal Executive Offices)           (Zip Code)

                         (323) 837-3700
      (Registrant's Telephone Number, Including Area Code)

                               N/A
  (Former Name or Former Address, if Changed Since Last Report)

   Check  the  appropriate box below if the Form  8-K  filing  is
intended to simultaneously satisfy the filing obligation  of  the
registrant  under  any of the following provisions  (see  General
Instruction A.2. below):

 [ ]  Written  communications pursuant  to  Rule  425  under  the
Securities Act (17 CFR 230.425)

 [ ]  Soliciting  material  pursuant to  Rule  14a-12  under  the
Exchange Act (17 CFR 240.14a-12)

 [ ]  Pre-commencement communications pursuant to  Rule  14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))

 [ ]  Pre-commencement communications pursuant to  Rule  13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))



ITEM 1.01 Entry into a Material Definitive Agreement
ITEM 2.03      Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

      As  previously disclosed in a Current Report  on  Form  8-K
filed  on October 19, 2006, Innovo Group Inc. and its subsidiary,
Joe's  Jeans, Inc. (collectively, the "Company") entered  into  a
Collateral Protection Agreement ("CPA") with JD Design, LLC  ("JD
Design"), a California limited liability company and licensor  of
the  Joe's  Jeans brand (the "Brand").  On October 30, 2006,  the
Company  and JD Design entered into a First Amendment to the  CPA
to  amend  the  methodology by which the amount of  shares  could
potentially  be issued in the future to JD Design.   The  amended
now  provides that if an Event of Default (as defined in the CPA)
occurs,  then  the  amount  of  shares  to  be  issued  would  be
calculated by dividing the amount owed by the Company to CIT (not
to  exceed  $2,000,000) by the greater of (i) $0.52 or  (ii)  the
closing  bid  price of the Company's shares of  common  stock  as
reported  by Nasdaq immediately preceding the time upon which  JD
Design fulfills its obligations to CIT.

ITEM 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.

      On October 20, 2006, the Company filed a Notification Form:
Listing  of Additional Shares with The NASDAQ Stock Market  Inc.,
("Nasdaq"), to inform Nasdaq of the transaction with JD Design on
October 13, 2006.  Upon review of the form by Nasdaq, the Company
was  verbally  notified by Nasdaq that it was not compliant  with
the  shareholder approval requirements set forth  in  Marketplace
Rule 4350(i)(1)(A) (the "Rule").

     Subsequently,  on  October 30, 2006,  the  Company  provided
Nasdaq with an amendment to the agreement as described above.  As
a result, on November 1, 2006, the Company received a letter from
Nasdaq  informing it that they had determined, based  upon  their
review  of  the amendment and subject to proper disclosure,  that
the  Company had regained compliance with the Rule and  that  the
matter was now closed.

     On  November  3,  2006, the Company issued a  press  release
relating to this matter.  A copy of the press release is attached
hereto as Exhibit 99.1.

ITEM 9.01 Financial Statements and Exhibits

(d)  Exhibits.

Exhibit
Number         Description

99.1           Press Release dated November 3, 2006




                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

                              INNOVO GROUP INC.
                              (Registrant)

Date:  November 3, 2006       By:  /s/ Marc Crossman
                                   Marc Crossman
                                   Chief Executive Officer,
                                   President, Chief Financial
                                   Officer and Director
                                   (Principal Executive Officer
                                   and Principal Financial
                                   Officer)




               Exhibit Index

Exhibit
Number         Description

99.1           Press Release dated November 3, 2006