UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
INNOVO GROUP INC.
(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
(Title of Class of Securities)
457954600
(CUSIP Number)
Marc Crossman
Innovo Group Inc.
5901 South Eastern Avenue
Commerce, California 90040
(323) 837-3700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 17, 2006
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of 240.13d-
1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 240.13d-7 for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 8
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.
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 4,348,575
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 4,348,575
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,348,575
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13 Percent of Class Represented By Amount in Row (11)
12.66%
14 Type of Reporting Person (See Instructions)
OO
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
HUBERT GUEZ
2 Check the Appropriate Box if a Member of a Group (See
Instructions)
a.
b.
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 2,034,220
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,034,220
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,034,220
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13 Percent of Class Represented By Amount in Row (11)
5.92%
14 Type of Reporting Person (See Instructions)
IN
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.
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 2,596,810
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,596,810
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,596,810
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13 Percent of Class Represented By Amount in Row (11)
7.56 %
14 Type of Reporting Person (See Instructions)
IN
This Amendment No. 12 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. 12 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"), Amendment No. 10 to Schedule 13D, dated
April 22, 2005, filed on May 13, 2005 ("Amendment No. 10") and
Amendment No. 11 to Schedule 13D dated June 24, 2005, filed on
October 7, 2005 ("Amendment No. 11") 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");
ii) Mr. Hubert Guez ("Mr. Hubert Guez"); and
iii) Mr. Paul Guez ("Mr. Paul Guez").
This Statement relates to the Shares held for the accounts
of 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 neither Mr. Paul Guez nor
Mr. Hubert Guez may have voting or investment control over, but
are held in the name of another entity or person listed herein.
Item 5. Interest in Securities of the Issuer.
On April 24, 2006, Mr. Paul Guez, on behalf of shares
held solely by him for the account of SHD, sold Shares of stock
of the Issuer. On May 17, 2006, the Issuer issued Azteca certain
Shares of stock under the terms of and in connection with a
previously executed and approved transaction. The sale of Shares
by Mr. Paul Guez and the issuance of the Shares by the Issuer
resulted in the change, in the aggregate, in more than 1% of the
Shares held by Azteca and Mr. Paul Guez prior to April 24, 2006.
In addition, the issuance of the Shares resulted in Mr. Hubert
Guez acquiring a greater than 5% interest in the Shares of the
Issuer. As a result of the sales, the issuance of the Shares 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. 11 is
deleted in its entirety and is replaced with the following:
The Reporting Persons have been informed that there
were 34,343,454 Shares outstanding as of July 5, 2006, according
to the Issuer's Quarterly Report on Form 10-Q.
(a) (i) Azteca may be deemed the beneficial owner of
4,348,575 Shares (approximately 12.66% of the total number of
Shares outstanding). This number consists of A) 2,034,220 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) 2,314,355 Shares held for its
account of which Mr. Paul Guez may be deemed to have the sole
power to direct the voting and disposition of such Shares on
behalf of Azteca.
(ii) Mr. Hubert Guez may be deemed the beneficial
owner of 2,034,220 Shares (approximately 5.92% of the total
number of Shares outstanding). This number consists of A)
2,034,220 Shares held for the account of Azteca, of which Mr.
Hubert Guez may be deemed to have the sole power to direct the
voting and disposition of such Shares.
(iii) Mr. Paul Guez may be deemed the beneficial
owner of 2,596,810 Shares (approximately 7.56% of the total
number of Shares outstanding). This number consists of A)
139,101 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) 2,314,355 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
2,314,355 Shares held for its account and through Mr. Hubert
Guez, may be deemed to have the sole voting and disposition of
the 2,034,220 Shares held for its account.
(ii) Mr. Hubert Guez may be deemed to have the
sole power to direct the voting and disposition of the A)
2,034,220 Shares held for the account of Azteca.
(iii) Mr. Paul Guez may be deemed to have the sole
power to direct the voting and disposition of the A) 2,314,355
Shares held for the account of Azteca; B) 139,101 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 SHD's Shares that he may be deemed to have the sole
power to direct the voting and disposition and the right to
receive the proceeds from the sale of such Shares, and are noted
below. Except as otherwise stated herein in this section (c),
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 149,101 Shares held for the account of SHD. Mr.
Paul Guez is not subject to Section 16 reporting requirements.
Dates Number of Transacti Price per Where and How
Shares on Share Transaction
Effected
4/24/2006- 10,000 Sale $1.25 Open Market
4/28/2006 Sales of
securities
registered
for resale
(ii) The following transactions in Common Stock were
effected or reported by Azteca in the past 60 days, on behalf of
Azteca's Shares. Except as otherwise stated herein in this
section (c), 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 issuance of the Shares, Azteca
may have been deemed to have the sole power to direct the voting
and disposition of 3,306,908 Shares held for the account of
Azteca. Azteca was not subject to Section 16 reporting
requirements immediately prior to the issuance of these Shares.
Date Number of Transaction Price per Where and How
Shares Share Transaction
Effected
5/17/06 1,041,667 Acquisition N/A Issuance of
from Securities
Issuer pursuant to
terms of
Asset
Purchase
Agreement
previously
entered into
and approved
by
stockholders
(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.
(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: July 17, 2006 AZTECA PRODUCTION
INTERNATIONAL, INC.
By:/s/ Hubert Guez
Hubert Guez
Joint-owner
Date: July 17, 2006 PAUL GUEZ
/s/ Paul Guez
Paul Guez
Date: July 17, 2006 HUBERT GUEZ
/s/ Hubert Guez
Hubert Guez