<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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)         April 12, 1996
                                                   -----------------------------



                                INNOVO GROUP INC.
   -----------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)



        Delaware                        0-18926                  11-2928178
- --------------------------------------------------------------------------------
State or other jurisdiction          (Commission               (IRS Employer
   of Incorporation                  File Number)            Identification No.)


   27 North Main Street, Springfield, Tennessee                   37172
  ------------------------------------------------------------------------
   (Address of principal executive offices)                     (Zip Code)


   Registrant's telephone number, including area code:    (615) 384-0100
                                                      -------------------


                                 Not Applicable
            ---------------------------------------------------------
          (Former name or former address, if changed since last report)




<PAGE>
                                    Contents
                                    --------


                                                                          Page
                                                                          ----

Item 2:           Acquisition or Disposition of Assets.  .  .  .  .  .     3



Item 7:           Financial Statements and Exhibits.  .  .  .  .  .  .     3



Signatures.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .   10





















                                        2
<PAGE>

Item 2.  Acquisition or Disposition of Assets.


         On April 12, 1996,  Innovo Group Inc. ("the Company")  acquired 100% of
the outstanding  common stock of Thimble Square,  Inc. ("Thimble Square") for an
aggregate  of $1.1  million,  paid by the  issuance of shares of the  restricted
common  stock  of the  Company.  In a  concurrent  transaction,  Thimble  Square
acquired from its  stockholders  a plant it had  previously  leased from them in
exchange  for (a)  $300,000  paid by the  issuance  of shares of the  restricted
common stock of Innovo Group, and (b) the issuance by Thimble Square of $200,000
of unsecured notes payable,  without interest,  on August 31, 1996 (with certain
prepayments  required  in the event of certain  refinancings  or asset  sales by
Thimble Square). The purchase prices are subject to downward adjustment based on
the  results  of an  audit of  Thimble  Square's  December  31,  1995  financial
statements,  and the  appraisal of its property and  equipment,  which are to be
completed by June 15, 1996.

                  A total of 2,745,098 shares of the Company's common stock were
issued  to  effect  the  acquisition.  However,  at the time of the  acquisition
Thimble Square owned 1,080,000  shares of the Company's common stock as a result
of the January,  1996 manufacturing  agreement between the companies (see Note 5
of  Notes  to  Condensed  Consolidated  Financial  Statements  included  in  the
Company's  Quarterly  Report on Form 10-Q for the  quarter  ended  February  29,
1996). As a result of the  acquisition,  Innovo Group  reacquired,  and retired,
those  shares,  and the net  increase  in the  number of shares of Innovo  Group
common stock outstanding was 1,665,098 shares.

                  Thimble Square manufactures and markets ladies'  ready-to-wear
at-home, sleep and lounge wear from plants in Pembroke and Baxley,  Georgia. Its
products  are sold to mail order  companies,  retailers  and through  mail order
distribution.  Thimble Square also provides  "sew-only"  manufacturing for other
distributors of  private-label  sleep and lounge wear; in those  instances,  the
customer  provides  the raw  materials,  and  Thimble  Square  manufactures  the
products to the  distributor's  specifications.  Thimble  Square's sales for its
fiscal year ended December 31, 1995 were approximately $3 million.


Item 7.  Financial Statements and Exhibits.

         (a)  Financial Statements for Business Acquired.

         It is not  practicable to file the audited,  pre-acquisition  financial
statements  of  Thimble  Square at the date  this  report  is being  filed.  The
required  financial  statements of Thimble Square will be filed, by an amendment
to this report, when the audit thereof has been completed, but not later than 60
days from the date of the filing of this report.



                                        3
<PAGE>

         (b)  Pro forma financial information

         Introduction

         The accompanying  unaudited pro forma condensed  consolidated financial
statements  are presented to illustrate  the effect on the Company's  historical
financial  position  and  results  of  operations  of  the  consummation  of the
acquisition of Thimble Square.  The unaudited pro forma  condensed  consolidated
balance sheet has been prepared as if the  acquisition  had been  consummated on
February 29, 1996. The unaudited pro forma condensed  consolidated  statement of
operations  has been  prepared as if the  acquisition  had been  consummated  on
November  1,  1994.  The  following  pro forma  financial  information  has been
prepared using Thimble Square's unaudited financial statements as of and for the
year ended December 31, 1995, and reflects  management's current estimate of the
allocation  of the purchase  price,  the actual  allocation  of which may differ
based on the results of the audit and appraisals  discussed  above.  The Company
intends  to  include  pro forma  financial  information,  revised  to the extent
necessary,  at such time as this  report is amended to  include  the  historical
pre-acquisition financial statements of Thimble Square.

         The accompanying  unaudited pro forma condensed  consolidated financial
statements  have  been  prepared  for  illustrative  purposes  only  and are not
necessarily  indicative of the Company's future financial position or results of
operations.  Among other things, the unaudited pro forma condensed  consolidated
statement of operations reflects adjustments only for (i) the effects of certain
employment  contracts  with certain key employees of Thimble Square and (ii) the
increase in  depreciation  and  amortization  resulting from  recording  Thimble
Square's  assets  at fair  value.  Not  reflected  in the pro forma  results  of
continuing  operations are additional cost savings that the Company believes can
be achieved through changes to Thimble Square's  manufacturing  operations,  and
through the use of Thimble Square's facilities to manufacture  Innovo's products
during  periods  of peak  production.  Additionally,  the  Company  plans to use
Innovo's  existing  marketing  and sales  functions to market  Thimble  Square's
products through the Company's  existing network of marketing  organizations and
sales representatives, and to the mass merchant customers with which the Company
has existing  relationships.  Thimble Square previously has not made significant
use of outside  sales  representatives,  or had  significant  sales to  Innovo's
customers, and has instead relied principally on the marketing and sales efforts
of its own personnel. While there can be no assurance, the Company believes that
these new marketing and sales efforts could,  over time,  generate  increases in
Thimble Square's sales.

                                        4
<PAGE>
<TABLE>
<CAPTION>

                                                 Innovo Group Inc.
                                  Pro Forma Condensed Consolidated Balance Sheet
                                                 February 29, 1996
                                                    (unaudited)
                                                      (000's)

                                                     Innovo       Thimble       Pro Forma         Pro
                                                     Group        Square       Adjustments        Forma
                                                     -----        ------       -----------        -----
ASSETS
- ------
<S>                                                <C>           <C>            <C>            <C>    
Current
  Cash and cash equivalents                        $    38       $     -                       $    38
  Accounts receivable                                1,354            27                         1,381
  Inventories                                        1,242           420                         1,662
  Prepaid expenses                                     482            40          (40) [B]         482
                                                    ------        ------                        ------
         Total current assets                        3,116           487                         3,563

Property and equipment, net                          3,556           515        1,385  [B]       5,456

Other Assets                                           830           424         (400) [A]         774
                                                                                  471  [B]
                                                                                 (551) [C]
                                                    ------        ------                        ------
                                                   $ 7,502       $ 1,426                       $ 9,793
                                                    ======        ======                        ======

LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities
  Notes payable                                    $ 1,410       $    94          200  [B]     $ 1,704
  Subordinated notes payable                           185             -                           185
  Current maturities of long-term debt                 168            65                           233
  Accounts payable                                     853           175                         1,028
  Accrued expenses                                   1,258           138          135  [B]       1,531
  Deferred revenue                                       -           400         (400) [A]           -
                                                  --------        ------                      --------
         Total current liabilities                   3,874           872                         4,681
Long-term debt                                       2,154           571                         2,725
Other                                                    -            64                            64
                                                  --------        ------                        ------
         Total liabilities                           6,028         1,507                         7,470
                                                    ------        ------                        ------
Class 3 Trust                                          236             -                           236
                                                    ------       -------                        ------
Stockholders' equity
   Common stock                                         85             -           27  [B]         101
                                                                                  (11) [C]
   Stock subscription                                  118             -                           118
   Additional paid in capital                       21,174             -        1,373  [B]      22,007
                                                                                 (540) [C]
   Deficit                                         (17,713)            -                       (17,713)
   Treasury stock                                   (2,426)            -                        (2,426)
   Net assets of Thimble Square                          -           (81)          81  [B]           -
                                                  --------        ------                       -------
         Total stockholders' equity                  1,238           (81)                        2,087
                                                    ------        ------                        ------
                                                   $ 7,502       $ 1,426                       $ 9,793
                                                    ======        ======                        ======
</TABLE>

See notes to pro forma condensed consolidated financial statements

                                        5
<PAGE>

<TABLE>
<CAPTION>

                                                 Innovo Group Inc.
                                         Pro Forma Condensed Consolidated
                                        Statement of Continuing Operations
                                            Year Ended October 31, 1995
                                                    (unaudited)
                                     (000's except for per share information)



                                                     Innovo       Thimble       Pro Forma         Pro
                                                     Group        Square       Adjustments        Forma
                                                     -----        ------       -----------        -----

<S>                                                <C>           <C>              <C>          <C>    
Net sales                                          $ 5,276       $ 3,051                       $ 8,327
Cost of sales                                        3,808         2,567          (82) [D]       6,293
                                                    ------        ------                        ------

Gross profit                                         1,468           484                         2,034
Operating expenses
  Selling, general and administrative                2,728           597          (75) [D]       3,250
  Depreciation and amortization                        406            23           97  [E]         526
                                                    ------        ------                        ------
  Income (loss) from operations                     (1,666)         (136)                       (1,742)
Interest expense                                      (511)         (133)                         (644)
Other income                                         2,110             9                         2,119
                                                    ------       -------                        ------

Income (loss) from continuing operations           $   (67)      $  (260)                      $  (267)
                                                    ======        ======                        ======
Income (loss) from
   continuing operations per share                 $  (.03)                                    $  (.05)
                                                    ======                                      ======

Weighted average shares outstanding                  2,616                                       5,361
                                                    ======                                      ======

</TABLE>

See notes to pro forma condensed consolidated financial statements

                                        6
<PAGE>


                                Innovo Group Inc.
                          Notes to Pro Forma Condensed
                        Consolidated Financial Statements
                                   (unaudited)

Note 1 - Basis of Presentation

         Reference is made to the "Introduction" at page 4.

         The Thimble  Square  financial  statements as of and for the year ended
December  31,  1995  include the effect of  adjustments  recorded to reflect (i)
Thimble  Square's  January,  1996 receipt of 1.2 million  shares of Innovo Group
common  stock  upon the  execution  of a  manufacturing  agreement  between  the
companies and (ii) the  settlement,  subsequent to December 31, 1995, of certain
amounts due from stockholders.

Note 2 - Pro Forma Adjustments

         The pro forma adjustments to the condensed  consolidated  balance sheet
are as follows:

         [A]      To eliminate  the  intercompany  balances (a prepaid  asset of
                  Innovo  Group,   and  deferred   revenue  of  Thimble  Square)
                  resulting from the January, 1996 manufacturing agreement.

         [B]      To  reflect  the   acquisition   of  Thimble  Square  and  the
                  allocation  of the  purchase  price  on the  basis of the fair
                  values of the assets acquired and the liabilities assumed. The
                  components  of the purchase  price and its  allocation  to the
                  assets and liabilities of Thimble Square are as follows:

                                                                        (000's)
                                                                        -------
     
                  Components of purchase price
                    Innovo Group common stock                          $ 1,400
                    Thimble Square notes payable                           200
                    Acquisition costs                                      135
                                                                        ------
                                                                       $ 1,735
                                                                        ======
                  Allocation of purchase price
                    Net assets of Thimble Square                       $   (81)
                    Decrease prepaid expenses to fair value                (40)
                    Increase in property and equipment to
                     fair value                                          1,385
                    Increase (decrease) in other assets to
                     fair value
                      Innovo Group common stock                  227
                      Other assets                               (40)
                      Goodwill                                   284
                                                               -----
                                                                 471       471
                                                                        ------
                                                                       $ 1,735
                                                                       =======





                                        7
<PAGE>
                          Notes to Pro Forma Condensed
                  Consolidated Financial Statements - concluded
                                   (unaudited)

Note 2 - Pro Forma Adjustments (concluded)

         [C]      To reflect  the Innovo  Group  common  stock  owned by Thimble
                  Square as a reduction  of  consolidated  stockholders'  equity
                  (reflected  as a reduction of common stock and paid in capital
                  because the shares  will be  transferred  to Innovo  Group and
                  retired).

         The pro forma  adjustments to the condensed  consolidated  statement of
continuing operations are as follows:

         [D]      To adjust costs and expenses to reflect  certain  compensation
                  and fringe  benefit  arrangements  that will become  effective
                  upon the completion of the acquisition.

         [E]      To  adjust   depreciation  and  amortization  to  reflect  the
                  adjusted bases of Thimble Square's assets.

                                        8
<PAGE>



         (c)  Exhibits.

         The following exhibits are filed herewith:


 Exhibit
 Number                             Description
 ------    --------------------------------------------------------------------


  10.1    Merger Agreement dated April 12, 1996 by and among Innovo Group
           Inc. and TS Acquisition, Inc. and Thimble Square, Inc. and the Stock-
            holders of Thimble Square, Inc.

  10.2    Property Acquisition Agreement dated April 12, 1996 by and
           among Innovo Group Inc., TS Acquisition, Inc. and Philip Schwartz
           and Lee Schwartz

  21      Subsidiaries of the registrant




                                        9
<PAGE>



                                   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:  April 29, 1996                           By:/s/ Patricia Anderson-Lasko
                                                   ---------------------------
                                                     Patricia Anderson-Lasko
                                                     Chairman/President/CEO





                                       10
<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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)         April 12, 1996
                                                   -----------------------------

                                INNOVO GROUP INC.
   -----------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

        Delaware                        0-18926                  11-2928178
- --------------------------------------------------------------------------------
State or other jurisdiction          (Commission               (IRS Employer
   of Incorporation                  File Number)            Identification No.)

   27 North Main Street, Springfield, Tennessee                   37172
  ------------------------------------------------------------------------
   (Address of principal executive offices)                     (Zip Code)

   Registrant's telephone number, including area code:    (615) 384-0100
                                                      -------------------

                                 Not Applicable
            ---------------------------------------------------------
          (Former name or former address, if changed since last report)
Contents
                                    --------

                                                                          Page
                                                                          ----

Item 2:           Acquisition or Disposition of Assets.  .  .  .  .  .     3

Item 7:           Financial Statements and Exhibits.  .  .  .  .  .  .     3

Signatures.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .   10

                                        2
Item 2.  Acquisition or Disposition of Assets.

         On April 12, 1996,  Innovo Group Inc. ("the Company")  acquired 100% of
the outstanding  common stock of Thimble Square,  Inc. ("Thimble Square") for an
aggregate  of $1.1  million,  paid by the  issuance of shares of the  restricted
common  stock  of the  Company.  In a  concurrent  transaction,  Thimble  Square
acquired from its  stockholders  a plant it had  previously  leased from them in
exchange  for (a)  $300,000  paid by the  issuance  of shares of the  restricted
common stock of Innovo Group, and (b) the issuance by Thimble Square of $200,000
of unsecured notes payable,  without interest,  on August 31, 1996 (with certain
prepayments  required  in the event of certain  refinancings  or asset  sales by
Thimble Square). The purchase prices are subject to downward adjustment based on
the  results  of an  audit of  Thimble  Square's  December  31,  1995  financial
statements,  and the  appraisal of its property and  equipment,  which are to be
completed by June 15, 1996.

                  A total of 2,745,098 shares of the Company's common stock were
issued  to  effect  the  acquisition.  However,  at the time of the  acquisition
Thimble Square owned 1,080,000  shares of the Company's common stock as a result
of the January,  1996 manufacturing  agreement between the companies (see Note 5
of  Notes  to  Condensed  Consolidated  Financial  Statements  included  in  the
Company's  Quarterly  Report on Form 10-Q for the  quarter  ended  February  29,
1996). As a result of the  acquisition,  Innovo Group  reacquired,  and retired,
those  shares,  and the net  increase  in the  number of shares of Innovo  Group
common stock outstanding was 1,665,098 shares.

                  Thimble Square manufactures and markets ladies'  ready-to-wear
at-home, sleep and lounge wear from plants in Pembroke and Baxley,  Georgia. Its
products  are sold to mail order  companies,  retailers  and through  mail order
distribution.  Thimble Square also provides  "sew-only"  manufacturing for other
distributors of  private-label  sleep and lounge wear; in those  instances,  the
customer  provides  the raw  materials,  and  Thimble  Square  manufactures  the
products to the  distributor's  specifications.  Thimble  Square's sales for its
fiscal year ended December 31, 1995 were approximately $3 million.

Item 7.  Financial Statements and Exhibits.

         (a)  Financial Statements for Business Acquired.

         It is not  practicable to file the audited,  pre-acquisition  financial
statements  of  Thimble  Square at the date  this  report  is being  filed.  The
required  financial  statements of Thimble Square will be filed, by an amendment
to this report, when the audit thereof has been completed, but not later than 60
days from the date of the filing of this report.

                                        3
(b)  Pro forma financial information

         Introduction

         The accompanying  unaudited pro forma condensed  consolidated financial
statements  are presented to illustrate  the effect on the Company's  historical
financial  position  and  results  of  operations  of  the  consummation  of the
acquisition of Thimble Square.  The unaudited pro forma  condensed  consolidated
balance sheet has been prepared as if the  acquisition  had been  consummated on
February 29, 1996. The unaudited pro forma condensed  consolidated  statement of
operations  has been  prepared as if the  acquisition  had been  consummated  on
November  1,  1994.  The  following  pro forma  financial  information  has been
prepared using Thimble Square's unaudited financial statements as of and for the
year ended December 31, 1995, and reflects  management's current estimate of the
allocation  of the purchase  price,  the actual  allocation  of which may differ
based on the results of the audit and appraisals  discussed  above.  The Company
intends  to  include  pro forma  financial  information,  revised  to the extent
necessary,  at such time as this  report is amended to  include  the  historical
pre-acquisition financial statements of Thimble Square.

         The accompanying  unaudited pro forma condensed  consolidated financial
statements  have  been  prepared  for  illustrative  purposes  only  and are not
necessarily  indicative of the Company's future financial position or results of
operations.  Among other things, the unaudited pro forma condensed  consolidated
statement of operations reflects adjustments only for (i) the effects of certain
employment  contracts  with certain key employees of Thimble Square and (ii) the
increase in  depreciation  and  amortization  resulting from  recording  Thimble
Square's  assets  at fair  value.  Not  reflected  in the pro forma  results  of
continuing  operations are additional cost savings that the Company believes can
be achieved through changes to Thimble Square's  manufacturing  operations,  and
through the use of Thimble Square's facilities to manufacture  Innovo's products
during  periods  of peak  production.  Additionally,  the  Company  plans to use
Innovo's  existing  marketing  and sales  functions to market  Thimble  Square's
products through the Company's  existing network of marketing  organizations and
sales representatives, and to the mass merchant customers with which the Company
has existing  relationships.  Thimble Square previously has not made significant
use of outside  sales  representatives,  or had  significant  sales to  Innovo's
customers, and has instead relied principally on the marketing and sales efforts
of its own personnel. While there can be no assurance, the Company believes that
these new marketing and sales efforts could,  over time,  generate  increases in
Thimble Square's sales.

                                        4
Innovo Group Inc.
                                  Pro Forma Condensed Consolidated Balance Sheet
                                                 February 29, 1996
                                                    (unaudited)
                                                      (000's)

                                                     Innovo       Thimble       Pro Forma         Pro
                                                     Group        Square       Adjustments        Forma
                                                     -----        ------       -----------        -----
ASSETS
- ------
Current
  Cash and cash equivalents                        $    38       $     -                       $    38
  Accounts receivable                                1,354            27                         1,381
  Inventories                                        1,242           420                         1,662
  Prepaid expenses                                     482            40          (40) [B]         482
                                                    ------        ------                        ------
         Total current assets                        3,116           487                         3,563

Property and equipment, net                          3,556           515        1,385  [B]       5,456

Other Assets                                           830           424         (400) [A]         774
                                                                                  471  [B]
                                                                                 (551) [C]
                                                    ------        ------                        ------
                                                   $ 7,502       $ 1,426                       $ 9,793
                                                    ======        ======                        ======

LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities
  Notes payable                                    $ 1,410       $    94          200  [B]     $ 1,704
  Subordinated notes payable                           185             -                           185
  Current maturities of long-term debt                 168            65                           233
  Accounts payable                                     853           175                         1,028
  Accrued expenses                                   1,258           138          135  [B]       1,531
  Deferred revenue                                       -           400         (400) [A]           -
                                                  --------        ------                      --------
         Total current liabilities                   3,874           872                         4,681
Long-term debt                                       2,154           571                         2,725
Other                                                    -            64                            64
                                                  --------        ------                        ------
         Total liabilities                           6,028         1,507                         7,470
                                                    ------        ------                        ------
Class 3 Trust                                          236             -                           236
                                                    ------       -------                        ------
Stockholders' equity
   Common stock                                         85             -           27  [B]         101
                                                                                  (11) [C]
   Stock subscription                                  118             -                           118
   Additional paid in capital                       21,174             -        1,373  [B]      22,007
                                                                                 (540) [C]
   Deficit                                         (17,713)            -                       (17,713)
   Treasury stock                                   (2,426)            -                        (2,426)
   Net assets of Thimble Square                          -           (81)          81  [B]           -
                                                  --------        ------                       -------
         Total stockholders' equity                  1,238           (81)                        2,087
                                                    ------        ------                        ------
                                                   $ 7,502       $ 1,426                       $ 9,793
                                                    ======        ======                        ======
See notes to pro forma condensed consolidated financial statements

                                        5
Innovo Group Inc.
                                         Pro Forma Condensed Consolidated
                                        Statement of Continuing Operations
                                            Year Ended October 31, 1995
                                                    (unaudited)
                                     (000's except for per share information)

                                                     Innovo       Thimble       Pro Forma         Pro
                                                     Group        Square       Adjustments        Forma
                                                     -----        ------       -----------        -----
Net sales                                          $ 5,276       $ 3,051                       $ 8,327
Cost of sales                                        3,808         2,567          (82) [D]       6,293
                                                    ------        ------                        ------

Gross profit                                         1,468           484                         2,034
Operating expenses
  Selling, general and administrative                2,728           597          (75) [D]       3,250
  Depreciation and amortization                        406            23           97  [E]         526
                                                    ------        ------                        ------
  Income (loss) from operations                     (1,666)         (136)                       (1,742)
Interest expense                                      (511)         (133)                         (644)
Other income                                         2,110             9                         2,119
                                                    ------       -------                        ------

Income (loss) from continuing operations           $   (67)      $  (260)                      $  (267)
                                                    ======        ======                        ======
Income (loss) from
   continuing operations per share                 $  (.03)                                    $  (.05)
                                                    ======                                      ======

Weighted average shares outstanding                  2,616                                       5,361
                                                    ======                                      ======
See notes to pro forma condensed consolidated financial statements

                                        6
Innovo Group Inc.
                          Notes to Pro Forma Condensed
                        Consolidated Financial Statements
                                   (unaudited)

Note 1 - Basis of Presentation

         Reference is made to the "Introduction" at page 4.

         The Thimble  Square  financial  statements as of and for the year ended
December  31,  1995  include the effect of  adjustments  recorded to reflect (i)
Thimble  Square's  January,  1996 receipt of 1.2 million  shares of Innovo Group
common  stock  upon the  execution  of a  manufacturing  agreement  between  the
companies and (ii) the  settlement,  subsequent to December 31, 1995, of certain
amounts due from stockholders.

Note 2 - Pro Forma Adjustments

         The pro forma adjustments to the condensed  consolidated  balance sheet
are as follows:

         [A]      To eliminate  the  intercompany  balances (a prepaid  asset of
                  Innovo  Group,   and  deferred   revenue  of  Thimble  Square)
                  resulting from the January, 1996 manufacturing agreement.

         [B]      To  reflect  the   acquisition   of  Thimble  Square  and  the
                  allocation  of the  purchase  price  on the  basis of the fair
                  values of the assets acquired and the liabilities assumed. The
                  components  of the purchase  price and its  allocation  to the
                  assets and liabilities of Thimble Square are as follows:

                                                                        (000's)
                                                                        -------
     
                  Components of purchase price
                    Innovo Group common stock                          $ 1,400
                    Thimble Square notes payable                           200
                    Acquisition costs                                      135
                                                                        ------
                                                                       $ 1,735
                                                                        ======
                  Allocation of purchase price
                    Net assets of Thimble Square                       $   (81)
                    Decrease prepaid expenses to fair value                (40)
                    Increase in property and equipment to
                     fair value                                          1,385
                    Increase (decrease) in other assets to
                     fair value
                      Innovo Group common stock                  227
                      Other assets                               (40)
                      Goodwill                                   284
                                                               -----
                                                                 471       471
                                                                        ------
                                                                       $ 1,735
                                                                       =======

                                        7
Notes to Pro Forma Condensed
                  Consolidated Financial Statements - concluded
                                   (unaudited)

Note 2 - Pro Forma Adjustments (concluded)

         [C]      To reflect  the Innovo  Group  common  stock  owned by Thimble
                  Square as a reduction  of  consolidated  stockholders'  equity
                  (reflected  as a reduction of common stock and paid in capital
                  because the shares  will be  transferred  to Innovo  Group and
                  retired).

         The pro forma  adjustments to the condensed  consolidated  statement of
continuing operations are as follows:

         [D]      To adjust costs and expenses to reflect  certain  compensation
                  and fringe  benefit  arrangements  that will become  effective
                  upon the completion of the acquisition.

         [E]      To  adjust   depreciation  and  amortization  to  reflect  the
                  adjusted bases of Thimble Square's assets.

                                        8
(c)  Exhibits.

         The following exhibits are filed herewith:

 Exhibit
 Number                             Description
 ------    --------------------------------------------------------------------

  10.1    Merger Agreement dated April 12, 1996 by and among Innovo Group
           Inc. and TS Acquisition, Inc. and Thimble Square, Inc. and the Stock-
            holders of Thimble Square, Inc.

  10.2    Property Acquisition Agreement dated April 12, 1996 by and
           among Innovo Group Inc., TS Acquisition, Inc. and Philip Schwartz
           and Lee Schwartz

  21      Subsidiaries of the registrant

                                        9
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:  April 29, 1996                           By:/s/ Patricia Anderson-Lasko
                                                   ---------------------------
                                                     Patricia Anderson-Lasko
                                                     Chairman/President/CEO

                                       10