UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
INNOVO GROUP, INC.
------------------
(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
---------------------------------------
(Title of Class of Securities)
457954501
-----------
(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)
March 5, 2004
(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 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
COMMERCE INVESTMENT GROUP, LLC
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 2,069,690
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,069,690
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,069,690
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [X]
13 Percent of Class Represented By Amount in Row (11)
7.16%
14 Type of Reporting Person (See Instructions)
OO
PAGE 2 OF 9
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 700,000
Shares
Beneficially 8 Shared Voting Power
Owned By 3,125,000
Each
Reporting 9 Sole Dispositive Power
Person 700,000
With
10 Shared Dispositive Power
3,125,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,825,000
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [X]
13 Percent of Class Represented By Amount in Row (11)
13.23%
14 Type of Reporting Person (See Instructions)
OO
PAGE 3 OF 9
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. [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 2,093,590
Shares
Beneficially 8 Shared Voting Power
Owned By 3,125,000
Each
Reporting 9 Sole Dispositive Power
Person 2,093,590
With
10 Shared Dispositive Power
3,125,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,218,590
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [X]
13 Percent of Class Represented By Amount in Row (11)
18.05%
14 Type of Reporting Person (See Instructions)
IA
PAGE 4 OF 9
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 2,435,714
Shares
Beneficially 8 Shared Voting Power
Owned By 3,125,000
Each
Reporting 9 Sole Dispositive Power
Person 2,435,714
With
10 Shared Dispositive Power
3,125,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,560,714
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [X]
13 Percent of Class Represented By Amount in Row (11)
19.23%
14 Type of Reporting Person (See Instructions)
IA
PAGE 5 OF 9
This Amendment No. 4 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. 4
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"), and Amendment No. 3 to Schedule 13D, dated
September 18, 2003 and filed on January 20, 2004 (:"Amendment
No. 3") 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) Commerce Investment Group, LLC ("Commerce");
ii) Azteca Production International, Inc. ("Azteca")
iii) Mr. Hubert Guez ("Mr. Hubert Guez"); and
iv) Mr. Paul Guez ("Mr. Paul Guez").
This Statement relates to the Shares held for the accounts
of Commerce, Azteca, S.H.D. Investments, LLC, a California
limited liability company ("SHD"), Integrated Apparel
Resources, LLC, a California limited liability company
("Integrated"), Mr. Hubert Guez, and Paul Guez.
Item 5. Interest in Securities of the Issuer.
It has come to the attention of the Reporting Persons
that there were certain inaccuracies reported in Amendment No.
3, as well as to include 3,125,000 Shares issued to Azteca as a
result of conversion of a convertible promissory note.
Specifically, the Reporting Persons wish to clarify which
person exercises sole voting and investment control over
certain shares held for the accounts of Commerce, SHD, Azteca,
Integrated, Mr. Paul Guez and Mr. Hubert Guez. Furthermore,
after the filing of Amendment No. 3 and in the ordinary course
of business, certain resolutions were entered into between
Commerce and its members, Azteca and its shareholders, SHD and
its members and Integrated and its members as to which
person/member/shareholder exercises sole or shared voting and
investment control over the certain shares held for each of
their accounts. Due to these changes in voting in investment
control over these shares, the Reporting Persons wish to
reflect these changes herein.
As a result, the text of Item 5 of Amendment No. 3 is
deleted in its entirety and is replaced with the following:
The Reporting Persons have been informed by the
Issuer that there were 28,917,850 Shares outstanding as of
March 5, 2004.
PAGE 6 OF 9
(a) (i) Commerce may be deemed the beneficial owner
of 2,069,690 Shares (approximately 7.16% of the total number of
Shares outstanding assuming the exercise of warrants held for
its account). This number consists of A) 1,769,690 Shares held
for its account, and B) 300,000 Shares issuable upon the
exercise of warrants held for its account. Mr. Hubert Guez may
be deemed to have the sole power to direct the voting and
disposition of such Shares on behalf of Commerce.
(ii) Azteca may be deemed the beneficial owner
of 3,825,000 Shares (approximately 13.23% of the total number
of Shares outstanding). This number consists of A) 3,125,000
Shares held for its account, of which Mr. Hubert Guez and Mr.
Paul Guez may be deemed to have the shared power to direct the
voting and disposition of such Shares, and B) 700,000 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.
(iii) Mr. Hubert Guez may be deemed the
beneficial owner of 5,218,590 Shares (approximately 18.05% of
the total number of Shares outstanding assuming the exercise of
warrants held for the account of Commerce). This number
consists of A) 23,900 Shares held for his personal account, B)
1,769,690 Shares held for the account of Commerce, of which Mr.
Hubert Guez may be deemed to have the sole power to direct the
voting and disposition of such Shares, C) 300,000 Shares
issuable upon the exercise of warrants held for the account of
Commerce, of which Mr. Hubert Guez may be deemed to have the
sole power to direct the voting and disposition of such Shares,
and D) 3,125,000 Shares held for the account of Azteca, of
which Mr. Hubert Guez may be deemed to have the shared power to
direct the voting and disposition of such Shares.
(iv)Mr. Paul Guez may be deemed the beneficial
owner of 5,560,714 Shares (approximately 19.23% of the total
number of Shares outstanding assuming the exercise of warrants
held for the account of Commerce). This number consists of A)
285,714 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) 700,000 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; C) 3,125,000 Shares held for the account of Azteca, of
which Mr. Paul Guez may be deemed to have the shared power to
direct the voting and disposition of such Shares; and D)
1,450,000 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) Commerce, through Mr. Hubert Guez, may be
deemed to have sole power to direct the voting and disposition
of the 2,069,689 Shares held for its account (assuming the
exercise of warrants held for the account of Commerce).
(ii) Azteca, through Mr. Paul Guez, may be
deemed to have sole voting power to direct the voting and
disposition of 700,000 Shares held for its account and through
Mr. Hubert Guez and Mr. Paul Guez, may be deemed to have the
shared voting and disposition of the 3,125,000 Shares held for
its account.
(iii) Mr. Hubert Guez may be deemed to have
the sole power to direct the voting and disposition of the A)
23,900 Shares held for his personal account, and B) 2,069,690
Shares held for the account of Commerce (assuming the exercise
of warrants held for the account of Commerce). Mr. Hubert Guez
may also be deemed to have shared power to direct the voting
and disposition of the 3,125,000 Shares held for the account of
Azteca.
PAGE 7 OF 9
(iv) Mr. Paul Guez may be deemed to have the
sole power to direct the voting and disposition of the A)
700,000 Shares held for the account of Azteca; B) 285,714
Shares held for the account of SHD and C) 1,450,000 Shares held
for the account of Integrated. Mr. Paul Guez may also be
deemed to have shared power to direct the voting and
disposition of the 3,125,000 Shares held for the account of
Azteca.
(c) On March 5, 2004, a special stockholders meeting
was held to approve the conversion of a promissory note into a
maximum of 4,166,667 Shares. The proposal was approved and as
a result, Azteca was issued 3,125,000 Shares at a conversion
price of $4.00 per share, of which Mr. Hubert Guez and Mr. Paul
Guez may be deemed to have the shared power to direct the
voting and disposition of such Shares. Except as otherwise
stated herein, there have been no transactions effected with
respect to the Shares since January 20, 2004, (the date of the
last filing on Schedule 13D) by any of the Reporting Persons.
(d) (i) The shareholders of Commerce, 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 Commerce in accordance
with their ownership interests in Commerce.
(ii) 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 in accordance
with their ownership interests in Azteca.
(iii) 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
in accordance with their ownership interests in Integrated.
(iv) 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, the securities held for
the account of SHD in accordance with their ownership interests
in SHD.
(e) Not Applicable.
PAGE 8 OF 9
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: March 8, 2004 COMMERCE INVESTMENT GROUP, LLC
By: /s/ Hubert Guez
----------------
Hubert Guez
Manager
Date: March 8, 2004 AZTECA PRODUCTION
INTERNATIONAL, INC.
By: /s/ Hubert Guez
----------------
Hubert Guez
Joint-owner
Date: March 8, 2004 HUBERT GUEZ
By: /s/ Hubert Guez
----------------
Hubert Guez
Date: March 8, 2004 PAUL GUEZ
By: /s/ Paul Guez
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Paul Guez
PAGE 9 OF 9