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):   February 6,
2006 (January 31, 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.)


5804 East Slauson Avenue, Commerce, California       90040
(Address of Principal Executive Offices)           (Zip Code)

                         (323) 725-5516
      (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  3.01  Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing

          On February 2, 2006, Innovo Group Inc., or the Company,
received a Nasdaq Staff Deficiency Letter from the Nasdaq Listing
Qualifications  Department indicating that the Company  fails  to
comply  with  the independent director requirement for  continued
listing  set  forth  in  NASD Marketplace Rule  4350(c)(1).   The
Company   failed   to  comply  with  this  independent   director
requirement due to the resignation of Mr. Vincent Sanfilippo,  as
discussed  in  Item 5.02 below.  Nasdaq Staff  has  informed  the
Company  that, consistent with NASD Marketplace Rule  4350(c)(1),
the  Company has until the earlier of (i) its next annual meeting
of  stockholders  or  (ii) January 31, 2007 in  order  to  regain
compliance.  In the event the Company does not regain  compliance
within this period, Nasdaq will provide written notification that
its  securities  will  be  delisted.   The  Company  intends   to
interview  candidates to replace Mr. Sanfilippo  and  intends  to
regain  compliance  with NASD Marketplace Rule 4350(c)(1)  within
the compliance period.

     On  February  6, 2006, the Company  issued a press  release,
which is attached hereto and incorporated herein by reference  as
Exhibit  99.1  to this Current Report on Form 8-K, regarding  the
notice of deficiency.

ITEM  5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers

       On   January  31,  2006,  the  Company  received   written
correspondence  from Mr. Vincent Sanfilippo indicating  that  Mr.
Sanfilippo was resigning his position as a member of our Board of
Directors effective as of that day.  Mr. Sanfilippo was a  member
of the Audit Committee and Compensation and Governance Committee.
Mr.  Sanfilippo's resignation is not the result of a disagreement
with  management.  A copy of the correspondence  is  attached  as
Exhibit  17.1  to  this  Current Report  on  Form  8-K.   In  his
correspondence, Mr. Sanfilippo indicated that he is resigning due
to  an  imminent  transaction that will result  in  a  change  of
business circumstances of his employer.



ITEM 9.01 Financial Statements and Exhibits

(c)  Exhibits.

Exhibit
Number         Description

17.1           Correspondence from Director dated January 31, 2006

99.1           Press Release dated February 6, 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:  February 6, 2006       By:  /s/ Marc Crossman
                                   Marc Crossman
                                   Interim Chief Executive
                                   Officer, President, Chief
                                   Financial Officer and Director
                                   (Principal Executive Officer
                                   and Principal Financial
                                   Officer)



                          Exhibit Index

Exhibit
Number      Description

17.1        Correspondence from Director dated  January  31, 2006.

99.1       Press Release dated February 6, 2006