UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ___ Form 10-K ___Form 20-F ___Form 11-K _X_Form 10-Q __Form N-SAR SEC FILE NUMBER - 0-18925 CUSIP NUMBER - 457954-50-1 For Period Ended: June 2, 2001 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [X] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended:_________________________________________ Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. _____________________________________________________________ If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A PART 1 - REGISTRANT INFORMATION Full Name or Registrant - Innovo Group Inc. Former Name if Applicable - Address of Principal Executive Office (Street and Number) - 2633 Kingston Pike, Suite 100 City, State and Zip Code - Knoxville, Tennessee 37919 PART II - RULES 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) (a) The reasons described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense; _X_ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or portion therefore, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III - NARRATIVE State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach Extra Sheets if Needed). PART IV - OTHER INFORMATION (1) Name and telephone Number of person to contact in regard to this notification - Jay Furrow, 865-546-1110 (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). _X_Yes ___No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? _X_Yes ___No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. The Company anticipates experiencing a significant increase in revenues for the three months ended June 2, 2001 compared to the same period in 2000 as a result in an increase in demand for the Company's promotional coolers, sales generated by the Company's newly formed apparel division which features the Joe's Jeans brand of women's denim jeans and knit shirts, and other basic apparel products. The management of Innovo Group, Inc and its independent auditors have not yet been able to finalize the review of its financial statements for the three months ended June 2, 2001 without unreasonable effort and expense. ____________________________________________________________ Name of Registrant as Specified in Charter-Innovo Group Inc. has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 17, 2001 By: /s/Jay Furrow ----------------- Jay Furrow President INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). General Instructions 1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and regulations under the Securities Exchange Act of 1934. 2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commissions files. 3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registration is registered. 4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.