Innovo Inc. - FORM S-1/A - December 29, 2010

Attached files

file	filename
EX-5 - OPINION OF LEGAL COUNSEL - Innovo Inc.	ex_5-1.txt
EX-23 - CONSENT OF ACCOUNTANTS - Innovo Inc.	ex_23-1.txt

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1/A
Amendment No. 1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INNOVO INC.
-----------
(Name of Small Business Issuer in its Charter)

Florida 7380 27-3196410
---------------------------- ---------------------------- -----------------
(State or Other Jurisdiction (Primary Standard Industrial (IRS Employer
of Organization) Classification Code) Identification #)

John J. Geldi, Jr.
172 Yacht Harbor Dr. 172 Yacht Harbor Dr.
Osprey, FL 34229 Osprey, FL 34229
941-587-3973 941-587-3973
941-966-9063 (FAX) 941-966-9063 (FAX)
------------------------------ -----------------------------------
(Address and telephone of (Name, address and telephone number
registrant's executive office) of agent for service)

Please send copies of all correspondence to:

Dennis Brovarone
Attorney at Law
18 Mountain Laurel Drive
Littleton, CO 80127
ph 303 466 4092 / mobile 303 589 1388
fax 303 466 4826

Approximate date of proposed sale to the public: After this registration
statement becomes effective

If the securities being registered herein will be sold by the security
shareholders on a delayed or continuous basis pursuant to Rule 415 of the
Securities Act of 1933 please check the following box. [X]

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] SMALLER REPORTING COMPANY [X]

CALCULATION OF REGISTRATION FEE

Title of Each Proposed Proposed
Class of Amount Maximum Maximum Amount of
Securities to be to be Offering Price Aggregate Registration
Registered(1) Registered Per Unit (2) Offering Price Fee (3)
---------------- ---------- -------------- -------------- ------------

Common Stock 3,500,000 $0.0150 $52,500 $3.74
by Company par
value $0.0001

(1) An indeterminate number of additional shares of common stock shall be
issuable pursuant to Rule 416 to prevent dilution resulting from stock splits,
stock dividends or similar transactions and in such an event the number of
shares registered shall automatically be increased to cover the additional
shares in accordance with Rule 416 under the Securities Act.

(2) The offering price has been arbitrarily determined by the Company and bears
no relationship to assets, earnings, or any other valuation criteria. No
assurance can be given that the shares offered hereby will have a market value
or that they may be sold at this, or at any price.

(3) Calculated in accordance with rule 457 of the Securities Act of 1933 based
on the fixed aggregate offering price of the securities being registered.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THESE
SECURITIES AND WE SHALL NOT SELL ANY OF THESE SECURITIES IN ANY STATE WHERE SUCH
AN OFFER OR SOLICITATION WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION
UNDER SUCH STATE'S SECURITIES LAWS.

PROSPECTUS
INNOVO INC.
3,500,000 SHARES OF COMMON STOCK

Prior to this registration there has been no public trading market for the
common Stock of INNOVO INC. ("Innovo", the "Company", "us", "we", "our") and it
is not presently traded on any market or securities exchange.

SHARES OFFERED PRICE TO SELLING AGENT PROCEEDS TO
BY COMPANY PUBLIC COMMISSIONS THE COMPANY
------------------------ -------- -------------- --------------
Per Share $0.0150 Not applicable $0.0150
Minimum Purchase None Not applicable Not applicable
Total (3,500,000 shares) $52,500 Not applicable $52,500

The Company is offering 3,500,000 shares of common stock to the public as a
self-underwritten offering conducted by our sole officer and director on a "best
efforts" basis, which means that we will use our best efforts to sell the common
stock but there is no commitment by any person to purchase the shares and no
guarantee that the shares will be sold. The shares will be offered at a fixed
price of $0.0150 per share for the duration of the offering. There is no minimum
number of shares required to be sold to close the offering and there will be no
refund on sold shares. This offering will continue for the earlier of: (i) 90
days after this registration statement becomes effective with the Securities and
Exchange Commission, or (ii) the date on which all 3,500,000 shares registered
hereunder have been sold. However, we may at our discretion extend the offering
for an additional 90 days beyond the initial offering period. Proceeds from the
sale of the shares will be used to fund the initial stages of our business
development. The offering date is the date by which this registration statement
becomes effective. This is a direct participation offering since we are offering
the stock directly without the participation of an underwriter.

Neither the Securities and Exchange Commission nor any state regulatory
authority has approved or disapproved of these securities, endorsed the merits
of this offering, or determined that this Prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

Proceeds from this offering will not be held in escrow and will be immediately
available for our use, without condition, regardless of the amount of proceeds
raised. Because funds will not be held in escrow, if we file for bankruptcy
protection or a petition for involuntary bankruptcy is filed by creditors
against us, your funds will become part of the bankruptcy estate and
administered according to the bankruptcy laws. If your funds become part of the
bankruptcy estate, you will lose your investment and your funds will be used to
pay creditors.

You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this Prospectus.

We are a development stage company without revenues, insufficient capital for
operations, or current plans to begin operations and our auditors have issued a
going concern opinion.

AN INVESTMENT IN OUR SECURITIES IS SPECULATIVE. INVESTORS SHOULD BE ABLE TO
AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE THE SECTION ENTITLED "RISK
FACTORS" BEGINNING ON PAGE 8 OF THIS PROSPECTUS.

THE DATE OF THIS PROSPECTUS IS ______________, 2011

The following table of contents has been designed to help you find important
information contained in this prospectus. We encourage you to read the entire
prospectus.

TABLE OF CONTENTS PAGE NO.

SUMMARY OF OUR OFFERING........................................................3
SUMMARY OF OUR FINANCIAL INFORMATION...........................................5
BUSINESS SUMMARY...............................................................5
RISK FACTORS...................................................................7
DETERMINATION OF OFFERING PRICE...............................................18
USE OF PROCEEDS...............................................................18
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES.................................19
THE OFFERING..................................................................20
PLAN OF DISTRIBUTION..........................................................21
DESCRIPTION OF SECURITIES.....................................................22
INTEREST OF NAMED EXPERTS AND COUNSEL.........................................23
BUSINESS DESCRIPTION..........................................................24
LEGAL PROCEEDINGS.............................................................29
DESCRIPTION OF PROPERTY.......................................................29
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS......................29
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS...................................................................30
FINANCIAL STATEMENTS.........................................................F-1
Management Certification..............................................*
Net Income Per Common Share...........................................*
Revenue and Cost Recognition..........................................*
MANAGEMENT....................................................................37
CONFLICTS OF INTEREST.........................................................38
COMMITTEES OF THE BOARD OF DIRECTORS..........................................38
EXECUTIVE COMPENSATION........................................................40
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS...............................43
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS..........................43
DISCLOSURE OF COMMISSION'S POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES..................................................................44
REPORTS TO SECURITY HOLDERS...................................................44
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE...................................................................44
CODE OF BUSINESS CONDUCT AND ETHICS...........................................44
WHERE YOU CAN FIND MORE INFORMATION...........................................45
DEALER PROSPECTUS DELIVERY OBLIGATION.........................................45
STOCK TRANSFER AGENT..........................................................45

SUMMARY INFORMATION

This Prospectus, and any supplement to this Prospectus include "forward-looking
statements". To the extent that the information presented in this Prospectus
discusses financial projections, information or expectations about our business
plans, results of operations, products (acting exclusively as an intermediary)
or markets, or otherwise makes statements about future events, such statements
are forward-looking. Such forward-looking statements can be identified by the
use of words such as "intends"," anticipates", "believes", "estimates",
"projects", "forecasts", "expects","plans" and "proposes". Although we believe
that the expectations reflected in these forward-looking statements are based on
reasonable assumptions, there are a number of risks and uncertainties that could
cause actual results to differ materially from such forward-looking statements.
These include, among others, the cautionary statements in the "Risk Factors"
section beginning on Page 8 of this Prospectus and the "Management's Discussion
and Analysis of Financial Position and Results of Operations" section elsewhere
in this Prospectus.

This summary only highlights selected information contained in greater detail
elsewhere in this Prospectus. This summary may not contain all of the
information that you should consider before investing in our common stock. You
should carefully read the entire Prospectus, including "Risk Factors" beginning
on Page 8, and the consolidated financial statements, before making an
investment decision.

All dollar amounts refer to US dollars unless otherwise indicated.

OUR OFFERING

We have 9,000,000 shares of common stock issued and outstanding. Through this
offering we will register 3,500,000 shares of common stock for offering to the
public. These shares represent additional common stock to be issued by us. We
will endeavor to sell all 3,500,000 shares of common stock after this
registration becomes effective. The price at which we offer these shares is
fixed at $0.0150 per share for the duration of the offering. There is no
arrangement to address the possible effect of the offering on the price of the
stock. We will receive all proceeds from the sale of the common stock.

SECURITIES BEING OFFERED BY THE We are offering 3,500,000 shares of
COMPANY. common stock, par value $0.0001, in a
direct offering.

OFFERING PRICE PER SHARE We are offering the 3,500,000 shares of
our common stock at $0.015 per share.

NUMBER OF SHARES OUTSTANDING BEFORE 9,000,000 shares of our common stock are
THE OFFERING OF COMMON SHARES currently issued and outstanding.

NUMBER OF SHARES OUTSTANDING AFTER There will be 12,500,000 shares of our
THE OFFERING OF COMMON SHARES common stock issued and outstanding if
we sell all of the shares that we are
offering.

THE MINIMUM NUMBER OF SHARES TO BE None.
SOLD IN THIS OFFERING

NO ESCROW OF PROCEEDS Because there is no minimum number of
shares required to be sold in order to
close this offering, proceeds from this
offering will not be held in escrow and
will be immediately available for our
use, without condition. Because there
will be no escrow of subscription funds,
if we file for bankruptcy protection or
a petition for involuntary bankruptcy is
filed by creditors against us, your
funds will become part of the bankruptcy
estate and administered according to the
bankruptcy laws. As such, you will lose
your investment and your funds will be
used to pay creditors.

MARKET FOR THE COMMON SHARES There is no established market for the
common stock being registered. We intend
to secure a market maker to apply to
have our common stock quoted on the OTC
Bulletin Board. This process usually
takes at least 60 days and the
application must be made on our behalf
by a market maker. We have not yet
secured a market maker to file our
application. Furthermore, there can be
no assurance that we will secure a
market maker or that our common stock
will ever become quoted on the OTC
Bulletin Board. The trading of
securities on the OTC Bulletin Board is
often sporadic and investors may have
difficulty buying and selling or
obtaining market quotations, which may
have a depressive effect on the market
price for our common stock. The offering
price for the shares will remain $0.015
per share for the duration of the
offering.

USE OF PROCEEDS We will receive all proceeds from the
sale of the common stock and intend to
use the proceeds from this offering, to
create the business and marketing plan.
We are paying for the expenses of this
offering (estimated at $8,500.00) which
include the preparation of this
prospectus and the filing of this
registration statement.

TERMINATION OF THE OFFERING This offering will terminate upon the
earlier to occur of (i) 90 days after
this registration statement becomes
effective with the Securities and
Exchange Commission, or (ii) the date on
which all 3,500,000 shares registered
hereunder have been sold. However, we
may, at our discretion, extend the
offering for an additional 90 days
beyond the initial offering period if
any registered securities remain unsold.

TERMS OF THE OFFERING Our sole Officer and Director will sell
the common stock upon effectiveness of
this registration statement on a BEST
EFFORTS basis.

You should rely only upon the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that which
is contained in this prospectus. We are offering to sell shares of common stock
and seeking offers to buy shares of common stock only in jurisdictions where
offers and sales are permitted.

SUMMARY OF OUR FINANCIAL INFORMATION

The following table sets forth selected financial information, which should be
read in conjunction with the information set forth in the "Management's
Discussion and Analysis of Financial Position and Results of Operations" section
and the accompanying financial statements and related notes included elsewhere
in this Prospectus.

PERIOD FROM INCEPTION ON
AUGUST 4, 2010 TO
AUGUST 31, 2010
(AUDITED)
($)
------------------------

Revenue....................... $ -
Expenses...................... $ 2,083
Net Profit (Loss)............. $ (2,083)

Net Profit (Loss) per share... $ 0.00

AS AT AUGUST 31, 2010
(AUDITED)
($)
---------------------

Working Capital (Deficiency).. $ 8,917
Total Assets......... $ 8,917
Total Current Liabilities..... $ 2,000

As indicated in the financial statements accompanying this prospectus, we have
had no revenues to date and have incurred only losses since our inception. We
have had limited operations and have been issued a "going concern" opinion by
our auditor, based upon our reliance on the sale of our common stock as the sole
source of funds for our future operations.

BUSINESS SUMMARY

We are a development-stage company, incorporated in the State of Florida on
August 4, 2010, as a for-profit company, and electing a fiscal year end of
August 31. Our business and registered office is located at 172 Yacht Harbor
Dr., Osprey, FL 34229. Our telephone number is 941-587-3973 our fax number is
941-966-9063.

We have not established any business operations and have not achieved any
revenues. As at August 31, 2010, we had nominal cash assets of $8,917 and had
incurred losses of $2,083. Since our incorporation, the development of our
business has been limited to organizational matters, the preparation of our
business plan, and the preparation of the financial statements and other
information presented in this Prospectus. In order to implement our business
plan, we anticipate that we will require total financing of $420,000, or
$367,500 in addition to the $52,500 in financing that we are seeking to raise
through this offering. Our ability to implement our business plan is entirely
dependent on our ability to secure sufficient financing; however, there is no
guarantee that we will be successful in this regard. Other than the preparation
and filing of this offering, we have not taken any steps to secure the balance
of the financing that we will require in order to implement our business plan.
Furthermore, even if we successfully execute our business plan and establish
operations, there is no guarantee that there will be a significant market for
our services or that we will achieve significant revenues, if any.

In their audit report dated September 8, 2010; our auditors have expressed an
opinion that substantial doubt exists as to whether we can continue as an
ongoing business. Because our sole director and officer may be unwilling or
unable to loan or advance any additional capital to us, we believe that if we do
not raise additional capital within 12 months of the effective date of this
registration statement, we may be required to suspend or cease the
implementation of our business plan. Due to the fact that there is no minimum
investment and no refunds on sold shares, you may be investing in a company that
will not have the funds necessary to develop its business strategies. As such we
may have to cease operations and you could lose your entire investment.

We intend to offer a charitable fundraising service that will raise money for
charities and other non-profit organizations through the subscription based sale
and distribution of gourmet food and beverage products. Specifically, we intend
to offer subscriptions to individual and corporate consumers for monthly, door
to door deliveries of recognized, brand-name, non-perishable or semi-perishable
gourmet foods, with a primary focus on roasted coffee beans and ground coffee.
We also anticipate that we will offer other household staples, such as loose
teas, beverage mixes, syrups, preserves, spices, chocolates and candies, among
other items. We believe that offering staple products (acting exclusively as an
intermediary), and namely coffee, will encourage regular and ongoing
subscriptions. A pre-determined portion of all subscription fees will be
allocated to a charity selected by the subscriber from among a number of
charities with whom we will endeavor to partner. Importantly, we are not a
charity and we do not intend to produce any food or beverage products. Rather we
will seek to act exclusively as an intermediary among the public, charities, and
food and beverage producers, providing fundraising services through the
promotion, sale, and distribution of food products. To this end, we will seek to
partner with reputable and well-recognized charities and food and beverage
producers in order to leverage the brand strength of these partners for the
purposes of marketing and optimizing our services.

We believe that our planned service will benefit any participants involved by
providing a valuable distribution and advertising vehicle for food and beverage
producers, a regular source of funding and advertising for charitable
organizations, and a convenient source of coffee and other gourmet food and
beverage products that will appeal to socially-conscious consumers.

In our opinion, with few exceptions, products sold to raise funds for charitable
organizations are often generic and do not offer the brand recognition or
quality typically sought after by consumers. Our management believes that
delivering high value, non-generic consumable products directly to consumers in
connection with charitable giving offers an attractive and potentially
profitable business model. Furthermore, offering donors convenient monthly

delivery of coffee and other staples that they would otherwise need enhances the
attractiveness and potential profitability of our business model by encouraging
recurring and long-term subscriptions. If implemented, we believe that our
business model will provide charitable organizations with a regular, reliable,
stream of donations that can reduce fundraising costs while providing a monthly
donation stream they can count on.

Importantly, we have not yet taken any steps to identify any potential
non-profit clients for our services, or any potential suppliers of the products
that we intend to offer, and there is no guarantee that we will be successful in
this regard. If we are not successful in securing non-profit clients and quality
suppliers, we will be unable to execute our business plan and our business will
fail.

We have not generated any revenues to date and our activities have been limited
to developing our business plan and the preparation of the information contained
in this prospectus. As of the date of this prospectus, we do not have the
necessary financing to further develop or execute our business plan and have not
taken any steps (other than the preparation of this prospectus) to secure such
financing. We estimate that we will require $420,000 in additional financing
(which amount includes the $52,500 that we are seeking to raise through this
offering) to create our business plan over the next 18 months. Even in the
uncertain event that we succeed in securing the financing required to implement
our business plan, there is no guarantee that a significant market for our
services will develop, if any.

RISK FACTORS

Please consider the following risk factors and other information in this
prospectus relating to our business and prospects before deciding to invest in
our common stock.

This offering and any investment in our common stock involves a high degree of
risk. You should carefully consider the risks described below and all of the
information contained in this prospectus before deciding whether to purchase our
common stock. If any of the following risks actually occur, our business,
financial condition and results of operations could be harmed. The trading price
of our common stock could decline due to any of these risks, and you may lose
all or part of your investment.

We consider the following to be the material risks for an investor regarding
this offering. Our company should be viewed as a high-risk investment and
speculative in nature. An investment in our common stock may result in a
complete loss of the invested amount. Please consider the following risk factors
before deciding to invest in our common stock.

Risks Related to our Business
--------------------------------------------------------------------------------

INABILITY TO PARTNER WITH CHARITIES COULD COMPROMISE OUR BUSINESS AND MAY CAUSE
OUR BUSINESS TO FAIL.

Our business plan relies in part on our ability to partner with charities.
However, we have not identified or secured the participation of any charities
with respect to our planned services, and there is no guarantee that we will be
successful in this regard. Our failure to obtain charities to partner with could
compromise our business and may cause our business to fail.

CHANGES IN FUNDRAISING REGULATIONS AT THE STATE OR FEDERAL LEVEL MAY HAVE A
NEGATIVE IMPACT ON OUR BUSINESS.

INNOVO INC plans to operate as a marketing and service provider to charities and
other non-profit organizations AND must adhere to various federal, state and
local regulations governing the solicitation and collection of charitable
donations. We intend to comply with any change in existing regulations regarding
the solicitation and collection of charitable donations may restrict our planned
operations or even invalidate our business model.

WE HAVE NOT DEVELOPED OUR BUSINESSS PLAN WHICH IS CONTIGENT ON OUR CAPITAL
RAISE.

We have not completed the development of our business plan. The partial creation
of our business plan is contingent on raising $52,000 from our initial capital
raise and an additional $20,000 from our Phase I capital raise of $180,000.
Should we be unable to raise this capital it will delay the development of our
business plan.

OUR LACK OF AN OPERATING HISTORY INCREASES THE RISK THAT WE WILL FAIL TO BEGIN
OPERATIONS OR TO GENERATE REVENUES OR PROFIT, WHICH COULD RESULT IN THE
SUSPENSION OR FAILURE OF OUR BUSINESS.

We were incorporated on August 4, 2010 and we have not established operations or
realized any revenues to date. Because we have no operating history, there is no
internal or industry-based historical financial data upon which to estimate our
planned operating expenses, and no other information upon which an evaluation of
our future success or failure can be made. Our ability to establish operations
and to generate revenues or profit is dependent upon our ability to adequately
gauge our future operating costs, to raise sufficient financing to execute our
business plan, and to successfully sell our services. We estimate that we will
require at least $420,000 to establish operations, which amount includes the
$52,500 we are seeking to raise through this offering. However, our estimate in
this regard may be inadequate. Finally, even if we succeed in establishing
operations, there is no assurance that a significant market for our services
will develop, if at all.

Based upon current plans, we expect to incur operating losses in future periods
because we will be incurring expenses and not generating revenues. We cannot
guarantee that we will be successful in generating revenues in the future.
Failure to generate revenues may cause us to go out of business, which could
result in the complete loss of your investment.

BECAUSE OUR CURRENT OFFICER AND DIRECTOR DOES NOT HAVE SIGNIFICANT EXPERIENCE IN
STARTING A FOOD AND BEVERAGE DISTRIBUTION SERVICE FOR CHARITABLE FUNDRAISING,
AND BECAUSE WE LACK CUSTOMERS AND SUPPLIERS, OUR BUSINESS HAS AN INCREASED RISK
OF FAILURE.

Our Chief Executive Officer and does not have experience in developing a company
in the food and beverage sales and distribution industry. Additionally, we
currently have no contracts or agreements with customers, suppliers or
manufacturers of our intended products. Therefore, without this experience,
contracts or suppliers, our management's business experience may be insufficient
to effectively establish and maintain our company. As a result, the
implementation of our business plan may be delayed, or eventually, unsuccessful,
which could result in the complete loss of your investment.

BECAUSE OUR BUSINESS PLAN RELIES IN PART ON OUR ABILITY TO DISTRIBUTE
RECOGNIZED, BRAND-NAME FOOD AND BEVERAGE PRODUCTS, OUR FAILURE TO OBTAIN
SUPPLIERS OF SUCH PRODUCTS WOULD COMPROMISE OUR BUSINESS AND MAY CAUSE OUR
BUSINESS TO FAIL.

To a large extent, our business plan relies on our ability to distribute
recognized, brand-name food and beverage products in order to distinguish
ourselves from competitors who we believe rely for the most part on generic
goods for there fundraising efforts. However, our ability to identify, secure
and pay suppliers of such products is unproven and we have taken no steps to
secure any suppliers or to raise the funds that we will require to purchase
their products. Accordingly, there is significant risk that we will be
unsuccessful in obtaining quality products for distribution, which would cause
our business to fail.

BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT OUR MARKETING
ACTIVITIES. AS A RESULT, OUR SALES MAY BE INSUFFICENT TO OPERATE PROFITABLY. IF
WE DO NOT GENERATE PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.

We intend to generate revenue through the sale of our subscriptions to our food
and beverage delivery service. Due to the fact we are small and do not have
significant capital or assets, we have limited resources to dedicate toward
marketing activities necessary to attract potential customers. Because the scope
of our marketing activities will be limited, we may not be able to generate
enough sales to operate profitably. If we cannot operate profitably, we may have
to suspend or cease operations.

OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE WHICH COULD NEGATIVELY AFFECT OUR
REVENUES AND PROFIT.

Our operating results are likely to fluctuate significantly in the future due to
a variety of factors over which we have little or no control. Factors that may
cause our operating results to fluctuate significantly include: our inability to
generate enough working capital from future equity sales; the level of
commercial acceptance by consumers of our service and products; the amount and
timing of operating costs and capital expenditures relating to expansion of our
business, operations and infrastructure; and general economic conditions.

Any of these risks, if realized, could have a material adverse effect on our
business, financial condition and operating results.

OUR SOLE OFFICER AND DIRECTOR MAY NOT BE IN A POSITION TO DEVOTE A MAJORITY OF
HIS TIME TO OUR OPERATIONS, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS AND EVEN
BUSINESS FAILURE.

Mr. Geldi, our sole officer and director, has other outside business activities
and currently devotes approximately 10-25 hours per week to our operations. Our
operations may be sporadic and occur at times which are not convenient to Mr.
Geldi, which may result in periodic interruptions or suspensions of our business
plan. Such delays could have a significant negative effect on the success of our
business.

KEY MANAGEMENT PERSONNEL MAY LEAVE OUR COMPANY, WHICH COULD ADVERSELY AFFECT THE
ABILITY OF THE COMPANY TO CONTINUE OPERATIONS.

Because we are entirely dependent on the efforts of our sole officer and
director and officer, his departure or the loss of other future key personnel
could have a material adverse effect on our business. We intend to make all
commercially reasonable efforts to maintain or replace key personnel as
required, there is no guarantee that we will be successful in this regard,
especially in light of our limited financial means. Additionally, we do not
maintain key person life insurance on our sole officer and director. If we are
unable to maintain the personnel required to carry on our business, we will be
forced to discontinue our operations and you may lose you entire investment. At
this time, we have not entered into any employment agreements with our sole
officer and director. If there is sufficient cash flow available from our future
operations, we may enter into employment agreements with our sole officer and
director or future key staff members.

IF OUR COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE SUFFICIENT ASSETS
REMAINING TO DISTRIBUTE TO OUR SHAREHOLDERS, CAUSING INVESTORS TO LOSE THEIR
ENTIRE INVESTMENT.

In the event of the dissolution of our company, the proceeds realized from the
liquidation of our assets, if any, would be used primarily to pay the claims of
our creditors, if any, before there could be any distribution to the
shareholders. In that case, the ability of purchasers of the offered shares to
recover all or any portion of the purchase price for the offered shares will
depend on the amount of funds realized and the claims to be satisfied therefrom.

WE HAVE A LIMITED KNOWLEDGE OF THE INDUSTRY IN WHICH WE SEEK TO COMPETE, WHICH
PLACES US AT A COMPETITIVE DISADVANTAGE AND MAY CAUSE OUR BUSINESS TO FAIL.

Our sole Officer and Director has only limited knowledge of the demographic and
market factors at play in the food and beverage distribution industry.
Accordingly, we will be at a disadvantage in relation to our competitors with
respect to our ability to tailor our business strategy to industry trends and
forecasts. Ultimately, our failure to adjust to industry trends and forecasts
may prevent us from establishing a significant market for our services or cause
our business to fail.

IF WE ARE UNABLE TO LAUNCH OUR SERVICES, GAIN ANY SIGNIFICANT MARKET ACCEPTANCE
FOR OUR SERVICES, OR TO ESTABLISH A SIGNIFICANT MARKET PRESENCE, WE MAY BE
UNABLE TO GENERATE SUFFICIENT REVENUE TO CONTINUE OUR BUSINESS.

Our growth strategy is substantially dependent upon our ability to launch our
services and market them successfully to prospective customers. However, we may
fail to launch our planned services or to achieve significant acceptance of our
services. If we succeed in launching our services and gaining market accepts,
that acceptance may not be sustained for any significant period of time. Failure
to establish our services or to achieve or sustain market acceptance will have a
material adverse effect on our business, financial conditions and the results of
our operations, and may force us to discontinue our operations.

MANAGEMENT'S ABILITY TO IMPLEMENT OUR BUSINESS STRATEGY MAY BE SLOWER THAN
EXPECTED AND WE MAY BE UNABLE TO GENERATE A PROFIT.

Our business strategy is subject to significant risks which you should carefully
consider before purchasing the shares we are offering. These risks include,
among others: (i)our lack of assets; (ii) our unproven ability to secure the
financing that we will require; (iii) our unproven ability to secure non-profit
customers for our services; (iv) our unproven ability to secure suppliers of the
goods that we wish to distribute; (v)our unproven ability to market and sell the
products that we intend to distribute, and (iv) our unproven ability to predict
and manage the pace our business development in light of fluctuating economic
and competitive conditions.

We plan on using our best efforts to achieve our the goals contained in our
business plan and to provide our planned services in a diligent manner, we may
fail in this regard, or our services and products may be slow to achieve
profitability, or fail become profitable at all, which will result in losses
and. There can be no assurance that we will succeed in any of our planned
endeavors. We may be entirely unable to enter into our intended markets or to
enter into them in an expedient or effective manner, which would cause our
business to fail.

IF WE ARE UNABLE TO MANAGE THE GROWTH OF OUR BUSINESS, OUR BUSINESS COULD BE
NEGATIVELY IMPACTED.

Since our inception on August 4, 2010 to August 31, 2010, we have spent a total
of $2,083 on start-up costs. We have not generated any revenue from our business
operations. All proceeds currently held by us are the result of the sale of our
common stock to our sole Director and Officers. These factors cast significant
doubt on our ability to grow our business and to continue operations. However,
in the uncertain event that we experience significant growth in the foreseeable
future, such growth may place a significant strain on our management, and on our
financial, operating and technical resources. Our failure to manage growth
effectively could have a material adverse effect on our Company's financial
condition or our results of operations.

WE MAY BE UNABLE TO DISTINGUISH OUR COMPANY AND SERVICES IN THE MARKET IN WHICH
WE ARE SEEKING TO COMPETE AND MAY BE UNABLE TO ATTRACT ENOUGH CUSTOMERS TO
OPERATE PROFITABLY, WHICH COULD CAUSE US TO SUSPEND OR CEASE OPERATIONS.

We intend that our planned services and products will appeal to charitable and
non-profit organizations. However, if we are unable to structure and market our
services in an innovative way to potential customers, they may not purchase our
services. If we are unsuccessful in distinguishing our planned services and are
unable to attract sufficient customers, we will likely be forced to suspend or
cease operations.

WE MAY BE UNABLE TO MAKE NECESSARY ARRANGEMENTS WITH CHARITIES, SUPPLIERS AND/OR
SUBSCRIBERS AT ACCEPTABLE COST, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS
ENTIRELY WHICH COULD RESULT IN A TOTAL LOSS OF YOUR INVESTMENT.

Because we are a small business with limited assets we are not in a position to
assume unanticipated costs and expenses. If we have to make changes in our
structure or are faced with circumstances that are beyond our ability to afford,
suppliers, charities and subscribers costs we may have to suspend operations or
cease operations entirely which could result in a total loss of your investment.

COMPETITORS MAY ENTER OUR INDUSTRY SECTOR WITH SUPERIOR RESOURCES, SERVICES OR
PRODUCTS, INFRINGING ON OUR CUSTOMER BASE, AND AFFECTING OUR BUSINESS ADVERSELY.

We believe that we have identified a market opportunity for our services.
However, even in the uncertain event that our assessment is accurate,
competitors may enter our targeted market sector with resources, services or
products superior and more competitive to our own. This would infringe on our
customer base, and have a significant adverse affect upon our business and the
results of our operations, potentially causing our business to fail.

WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND THE COMPANY HAS NOT VOLUNTARILY
IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH,
STOCKHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR
TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS.

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has
resulted in the adoption of various corporate governance measures designed to
promote the integrity of the corporate management and the securities markets.
Some of these measures have been adopted in response to legal requirements.
Others have been adopted by companies in response to the requirements of
national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on
which their securities are listed. Among the corporate governance measures that
are required under the rules of national securities exchanges are those that
address board of directors' independence, audit committee oversight, and the
adoption of a code of ethics. Our Board of Directors is comprised of one
individual who is also our executive officer. Our executive officer makes
decisions on all significant corporate matters such as the approval of terms of
the compensation of our executive officer and the oversight of the accounting
functions.

Although we have adopted a Code of Ethics and Business Conduct, we have not yet
adopted any of these other corporate governance measures and, since our
securities are not yet listed on a national securities exchange, we are not
required to do so. We have not adopted corporate governance measures such as an
audit or other independent committees of our board of directors as we presently
do not have any independent directors. If we expand our board membership in
future periods to include additional independent directors, we may seek to
establish an audit and other committees of our board of directors. It is
possible that if our Board of Directors included independent directors and if we
were to adopt some or all of these corporate governance measures, stockholders
would benefit from somewhat greater assurances that internal corporate decisions
were being made by disinterested directors and that policies had been
implemented to define responsible conduct. For example, in the absence of audit,
nominating and compensation committees comprised of at least a majority of
independent directors, decisions concerning matters such as compensation
packages to our senior officers and recommendations for director nominees may be
made by a majority of directors who have an interest in the outcome of the
matters being decided. Prospective investors should bear in mind our current
lack of corporate governance measures in formulating their investment decisions.

SINCE OUR SOLE OFFICER AND DIRECTOR CURRENTLY OWNS 100% OF OUR OUTSTANDING
COMMON STOCK, INVESTORS MAY FIND THAT HIS DECISIONS ARE CONTRARY TO THEIR
INTERESTS AND YOU SHOULD NOT PURCHASE SHARES UNLESS YOU ARE WILLING TO ENTRUST
ALL ASPECTS OF MANAGEMENT TO OUR SOLE OFFICER AND DIRECTOR, OR HIS SUCCESSORS.

Our sole officer and director, John J. Geldi, Jr, owns 9,000,000 shares of our
common stock representing 100% of our outstanding stock. Mr. Geldi will own
9,000,000 shares of our common stock after this offering is completed
representing 72% of our outstanding securities, assuming all securities being
registered are sold, 77.4% of our outstanding shares assuming 75% of the
securities are sold, 83.7%. of our outstanding shares assuming 50% of the
securities are sold, and 91.1% of our outstanding shares assuming that 25% of
the securities are sold .. As a result, he will have control of our company even
if the full offering is subscribed for and be able to choose all of our
directors. His interests may differ from the ones of other stockholders. Factors
that could cause his interests to differ from the other stockholders include the
impact of corporate transactions on the timing of business operations and his
ability to continue to manage the business given the amount of time he is able
to devote to us.

All decisions regarding the management of our affairs will be made exclusively
by him. Purchasers of the offered shares may not participate in our management
and, therefore, are dependent upon his management abilities. Our sole officer
and director will use his discretion in executing the business affairs,
fiduciary obligation and business integrity. Such discretionary powers include,
but are not limited to, decisions regarding all aspects of business operations,
corporate transactions and financing. Mr. Geldi also has the ability to
accomplish or ratify actions at the shareholder level which would otherwise
implicate his fiduciary duties if done as one of the members of our board of
directors.

Accordingly, no person should purchase the offered shares unless willing to
entrust all aspects of management to the sole officer and director, or his
successors. Potential purchasers of the offered shares must carefully evaluate
the personal experience and business performance of our management.

OUR SOLE OFFICER AND DIRECTOR HAS THE POWER TO DETERMINE HIS OWN COMPENSATION,
WHICH MEANS HE MAY PROVIDE COMPENSATION FOR HIMSELF THAT EXCEEDS THE VALUE OF
HIS CONTRIBUTION OR THAT IS CONTRARY TO THE INTERESTS OF OUR COMPANY OR ITS
SHAREHOLDERS.

Our sole Officer and Director, John J. Geldi, Jr., owns 9,000,000 shares of
common stock representing 100% of our outstanding stock. Mr. Geldi, will own
9,000,000 shares of our common stock after this offering is completed
representing 72% of our outstanding shares assuming the entire offering is sold,
77.4% of our outstanding shares assuming 75% of the offering is sold, 83.7%. of
our outstanding shares assuming 50% of the offering is sold, and 91.1% of our
outstanding shares assuming that 25% of the offering is sold. As a result, he
will have control of us even if the entire offering is sold and will be able to
choose all of our directors and set his own salary. Mr. Geldi does not currently
receive compensation for his services to the Company, although he expects to
draw a salary in the future if our business becomes established. Mr. Geldi
anticipates that a number of factors will influence his compensation at any
given time, including the financing available to us, the size of our operations,
the availability of affordable and qualified labor, and Mr. Geldi's own personal
availability and employment status. For example, if we are unable to identify or
to adequately compensate an employee or consultant to provide day to day
management of our operations, Mr. Geldi may determine that it is in our best
interest for him to perform such management services and to receive a salary
commensurate with that work. In any case, Mr. Geldi expects to receive
compensation that is in keeping with the size of our Company and the market
value of any services he may provide to our Company from time to time. Such
compensation may range in value from $35,000 per year to $100,000 dollars per
year or more. Nevertheless, because all decisions regarding the determination of
Mr. Geldi's compensation will be made exclusively by him, there is no assurance
that his compensation will be in keeping with the market value of his services,
or in keeping with the best interests or our Company or its shareholders.

Risks Related To Our Financial Condition
----------------------------------------

THERE IS SUBSTANTIAL UNCERTAINTY ABOUT OUR ABILITY TO CONTINUE OUR OPERATIONS AS
A GOING CONCERN.

In their audit report dated September 8, 2010; our auditors have expressed an
opinion that substantial doubt exists as to whether we can continue as an
ongoing business. Because our sole officer may be unwilling or unable to loan or
advance any additional capital to us, we believe that if we do not raise
additional capital within 18 months of the effective date of this registration
statement, we may be required to suspend or cease the creation/implementation of
our business plan. Due to the fact that there is no minimum investment and no
refunds on sold shares, you may be investing in a company that will not have the
funds necessary to develop its business strategies. As such we may have to cease
operations and you could lose your entire investment. See the "August 31, 2010
Audited Financial Statements - Auditors Report". Because we have been issued an
opinion by its auditor that substantial doubt exists as to whether we can
continue as a going concern it may be more difficult to attract investors.

THE ENACTMENT OF THE SARBANES-OXLEY ACT MAY MAKE IT MORE DIFFICULT FOR US TO
RETAIN OR ATTRACT OFFICERS AND DIRECTORS, WHICH COULD INCREASE OUR OPERATING
COSTS OR PREVENT US FROM BECOMING PROFITABLE.

The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") was enacted in
response to public concern regarding corporate accountability in the wake of a
number of accounting scandals. The stated goals of the Sarbanes-Oxley Act are to
increase corporate responsibility, provide enhanced penalties for accounting and
auditing improprieties at publicly traded companies and protect investors by
improving the accuracy and reliability of corporate disclosure pursuant to
applicable securities laws. The Sarbanes-Oxley Act applies to all companies that
file or are required to file periodic reports with the SEC under the Securities
Exchange Act of 1934 (the "Exchange Act"). Upon becoming a public company, we
will be required to comply with the Sarbanes-Oxley Act. Since the enactment of

the Sarbanes-Oxley Act has resulted in the imposition of a series of rules and
regulations by the SEC that increase the responsibilities and liabilities of
directors and executive officers, the perceived increased personal risk
associated with these changes may deter qualified individuals from accepting
such roles. Consequently, it may be more difficult for us to attract and retain
qualified persons to serve as our directors or executive officers, and we may
need to incur additional operating costs. This could prevent us from becoming
profitable.

SINCE WE ANTICIPATE THAT OUR OPERATING EXPENSES WILL INCREASE PRIOR TO EARNING
REVENUE, WE MAY NEVER ACHIEVE PROFITABILITY

We anticipate an increase in our operating expenses, without realizing any
revenues from the sale of our products. Within the next 18 months, we will have
costs related to (i) creating a business and marketing plan, (ii) initiation of
our sales and marketing campaign, (iii) administrative expenses and (iv) the
expenses of this offering.

There is no history upon which to base any assumption as to the likelihood that
we will prove successful. We cannot provide investors with any assurance that
our services or products will attract customers; generate any operating revenue
or ever achieve profitable operations. If we are unable to address these risks,
there is a high probability that our business can fail, which will result in the
loss of your entire investment.

IF WE CANNOT SECURE ADDITIONAL CAPITAL, OR IF AVAILABLE CAPITAL IS TOO
EXPENSIVE, OUR BUSINESS WILL FAIL.

We require $52,500 to help create our business and marketing plan. This amount
includes the $8,500 required for offering expense. We will require additional
funding of approximately $420,000 (including the $52,500 that we are seeking to
raise through this offering) to fully execute our business plan and to bring our
services and products to the marketplace. We intend to accomplish this in two
phases. Phase One will require additional funding of $180,000 to create and
start to implement the business plan (0-9 Months). Phase Two will require
additional funding of $240,000 (9-18 Months) to execute our marketing and sales
strategy. As of August 31, 2010, we had cash on hand of $8,912.

No assurance can be given that we will obtain access to capital markets in the
future or that adequate financing to satisfy the cash requirements of
implementing our business strategies will be available on acceptable terms. Our
inability to gain access to capital markets or obtain acceptable financing could
have a material adverse effect upon the results of its operations and its
financial conditions.

If we are not successful in earning revenue once we have started our sales
activity, we may require additional financing to sustain our business
operations. Currently, we do not have any arrangements for financing and can
provide no assurances to investors that we will be able to obtain any when
required. Obtaining additional financing would be subject to a number of
factors, including our sales results. These factors may have an affect on the
timing, amount, terms or conditions of additional financing and make such
additional financing unavailable to us.

WE DO NOT HAVE SUFFICIENT CAPITAL TO CONTINUE MAINTAINING OUR REPORTING STATUS.

The cost of maintaining our reporting status with the SEC, which consists of
ongoing accounting, legal, and filing fees and expenses, may vary substantially
in correlation with our level of activity from time to time. Nevertheless, we
estimate that we will require between $500 and $5,000 or more over the next
twelve months (in addition to the $8,500 costs we will incur in connection with

this offering) to maintain our reporting status with the SEC based on a low to
moderate level of activity. As of the date of this Prospectus, the current funds
available to us will not be sufficient to continue maintaining our reporting
status with the SEC. Our management believes that if we cannot maintain our
reporting status with the SEC we will have to cease all efforts directed towards
developing our company. As such, any investment in our Company may be lost in
its entirety.

ADVERSE DEVELOPMENTS IN THE GLOBAL ECONOMY RESTRICTING THE CREDIT MARKETS MAY
MATERIALLY AND NEGATIVELY IMPACT OUR BUSINESS.

The recent downturn in the world's major economies and the constraints in the
credit markets have heightened or could continue to heighten a number of
material risks to our business, cash flows and financial condition, as well as
our future prospects. Continued issues involving liquidity and capital adequacy
affecting lenders could affect our ability to access credit facilities or obtain
debt financing and could affect the ability of lenders to meet their funding
requirements when we need to borrow. Further, in the uncertain event that a
public market for our stock develops, the volatility in the equity markets may
make it difficult in the future for us to access the equity markets for
additional capital at attractive prices, if at all. The current credit crisis in
Greece, for example, and concerns over debt levels of certain other European
Union member states, has increased volatility in global credit and equity
markets. If we are unable to obtain credit or access capital markets, our
business could be negatively impacted. For example, we may be unable to raise
all or a portion the $420,000 that we estimate we will require to launch our
business (which amount includes the $52,500 we aim to raise in this offering).
See the above risk factor entitled "IF WE CANNOT SECURE ADDITIONAL CAPITAL, OR
IF AVAILABLE CAPITAL IS TOO EXPENSIVE, OUR BUSINESS WILL FAIL".

Risks Related To This Offering
------------------------------

BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE
ABLE TO RESELL YOUR STOCK

There is currently no public trading market for our common stock. Therefore,
there is no central place, such as stock exchange or electronic trading system,
to resell your shares. If you do wish to resell your shares, you will have to
locate a buyer and negotiate your own sale. As a result, you may be unable to
sell your shares, or you may be forced to sell them at a loss.

We intend to apply to have our common stock quoted on the OTC Bulletin Board.
This process usually takes at least 60 days and the application must be made on
our behalf by a market maker. We have not yet identified a market maker willing
to file our application. Furthermore, there can be no assurance that we will
secure a market maker or that our common stock will ever become quoted on the
OTC Bulletin Board.

Even if out stock becomes quoted on the OTC Bulletin Board, we cannot assure you
that there will be a market in the future for our common stock. The trading of
securities on the OTC Bulletin Board is often sporadic and investors may have
difficulty buying and selling our shares or obtaining market quotations for
them, which may have a negative effect on the market price of our common stock.
You may not be able to sell your shares at their purchase price or at any price
at all. Accordingly, you may have difficulty reselling any shares you purchase
in this offering.

INVESTING IN OUR COMPANY'S BUSINESS PLAN IS HIGHLY SPECULATIVE AND MAY RESULT IN
AN IMMEDIATE LOSS BECAUSE BUYERS WILL PAY MORE FOR OUR COMMON STOCK THAN THE PRO
RATA PORTION OF THE ASSETS ARE WORTH.

We have only been recently formed and have only a limited operating history,
nominal assets and no earnings. Therefore, the price of the offered shares is
not based on any data or analysis. The offering price and other terms and
conditions regarding our shares have been arbitrarily determined and do not bear
any relationship to assets, earnings, book value or any other objective criteria
of value. No investment banker, appraiser or other independent third party has
been consulted concerning the offering price for the shares or the fairness of
the offering price used for the shares.

The arbitrary offering price of $0.0150 per common share as determined herein is
substantially higher than the net tangible book value per share of our common
stock. Our assets do not substantiate a share price of $0.0150. This premium in
share price applies to the terms of this offering. The offering price will not
change for the duration of the offering, even if our common stock becomes quoted
on the OTC Bulletin Board and a public market for our shares develops during the
term of the offering.

BECAUSE WE HAVE 100,000,000 AUTHORIZED SHARES, MANAGEMENT COULD ISSUE ADDITIONAL
SHARES, DILUTING THE CURRENT SHARE HOLDERS' EQUITY.

We have 100,000,000 authorized common shares, of which only 9,000,000 are
currently issued and outstanding, and only between 9,000,000 and 12,500,000 will
be issued and outstanding upon completion of this offering. Our management
could, without the consent of the existing shareholders, issue substantially
more common shares, causing a large dilution in the equity position of our
current shareholders. Additionally, large share issuances would generally have a
negative impact on our share price. It is possible that, due to one or more
additional share issuances, you could lose a substantial portion, or all, of
your investment.

BECAUSE WE PLAN TO OBTAIN $367,500 IN ADDITIONAL FINANCING, MANAGEMENT MAY ISSUE
ADDITIONAL SHARES OF OUR COMMON STOCK, DILUTING THE CURRENT SHARE HOLDERS'
EQUITY.

We estimate that we will require a minimum of $367,500 in addition to the
maximum possible proceeds from this offering ($52,500) in order to implement our
business plan. Accordingly, it is very likely that we will be required to issue
or to pledge shares of our common stock or other securities of our own issue in
order to secure such financing. Any shares of common stock that we issue in this
regard will cause immediate and potentially large dilution in the equity
position of purchasers of securities in this offering.

AS WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT WITH SUBSCRIPTIONS FOR INVESTORS,
IF WE FILE FOR OR ARE FORCED INTO BANKRUPTCY PROTECTION, INVESTORS WILL LOSE THE
ENTIRE INVESTMENT.

Invested funds for this offering will not be placed in an escrow or trust
account and if we file for bankruptcy protection or a petition for involuntary
bankruptcy is filed by creditors against us, your funds will become part of the
bankruptcy estate and administered according to the bankruptcy laws. As such,
you will lose your investment and your funds will be used to pay creditors.

WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE, SO THERE WILL
BE LESS WAYS IN WHICH YOU CAN MAKE A GAIN ON ANY INVESTMENT IN US.

We have never paid dividends and do not intend to pay any dividends for the
foreseeable future. To the extent that we may require additional funding
currently not provided for in our financing plan, our funding sources may
prohibit the declaration of dividends. Because we do not intend to pay
dividends, any gain on your investment will need to result from an appreciation
in the price of our common stock. There will therefore be fewer ways in which
you will be able to make a gain on your investment.

IN THE EVENT THAT OUR SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00 PER SHARE
AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY RESTRICTIONS
AND THESE RESTRICTIONS COULD SEVERELY AFFECT THE PRICE AND LIQUIDITY OF OUR
SHARES.

In the event that our shares are traded, and our stock trades below $5.00 per
share, our stock would be known as a "penny stock", which is subject to various
regulations involving disclosures to be given to you prior to the purchase of
any penny stock. The U.S. Securities and Exchange Commission (the "SEC") has
adopted regulations which generally define a "penny stock" to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. Depending on market fluctuations, our common stock could be
considered to be a "penny stock". A penny stock is subject to rules that impose
additional sales practice requirements on broker/dealers who sell these
securities to persons other than established customers and accredited investors.
For transactions covered by these rules, the broker/dealer must make a special
suitability determination for the purchase of these securities. In addition, he
must receive the purchaser's written consent to the transaction prior to the
purchase. He must also provide certain written disclosures to the purchaser.
Consequently, the "penny stock" rules may restrict the ability of broker/dealers
to sell our securities, and may negatively affect the ability of holders of
shares of our common stock to resell them. These disclosures require you to
acknowledge that you understand the risks associated with buying penny stocks
and that you can absorb the loss of your entire investment. Penny stocks are low
priced securities that do not have a very high trading volume. Consequently, the
price of the stock is often volatile and you may not be able to buy or sell the
stock when you want to.

SINCE OUR SOLE OFFICER AND DIRECTOR CURRENTLY OWNS 100% OF THE OUTSTANDING
COMMON STOCK, INVESTORS MAY FEEL THAT HIS DECISIONS ARE CONTRARY TO THEIR
INTERESTS.

The Company's sole officer and director, Mr. John J. Geldi, Jr., owns 100% of
the outstanding shares and will own no less than 72% after this offering is
completed. For example, if 50% of the offering is sold, Mr. Geldi will retain
84% of the shares outstanding. As a result, he will maintain control of the
Company and be able to choose all of our directors. His interests may differ
from those of other stockholders. Factors that could cause his interests to
differ from the other stockholders include the impact of corporate transactions
on the timing of business operations and his ability to continue to manage the
business given the amount of time he is able to devote to the Company.

FINANCIAL INDUSTRY REGULATORY AUTHORITY ("FINRA") SALES PRACTICE REQUIREMENTS
MAY ALSO LIMIT YOUR ABILITY TO BUY AND SELL OUR COMMON STOCK, WHICH COULD
DEPRESS THE PRICE OF OUR SHARES.

FINRA rules require broker-dealers to have reasonable grounds for believing that
an investment is suitable for a customer before recommending that investment to
the customer. Prior to recommending speculative low-priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status and
investment objectives, among other things. Under interpretations of these rules,
FINRA believes that there is a high probability such speculative low-priced
securities will not be suitable for at least some customers. Thus, FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
shares, have an adverse effect on the market for our shares, and thereby depress
our share price.

YOU MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF YOUR SHARES DUE TO STATE
"BLUE SKY" LAWS.

Each state has its own securities laws, often called "blue sky" laws, which
(1)limit sales of securities to a state's residents unless the securities a
reregistered in that state or qualify for an exemption from registration, and
(2)govern the reporting requirements for broker-dealers doing business directly
or indirectly in the state. Before a security is sold in a state, there must be
a registration in place to cover the transaction, or it must be exempt from
registration. The applicable broker-dealer must also be registered in that
state.

We do not know whether our securities will be registered or exempt from
registration under the laws of any state. A determination regarding registration
will be made by those broker-dealers, if any, who agree to serve as market
makers for our common stock. We have not yet applied to have our securities
registered in any state and will not do so until we receive expressions of
interest from investors resident in specific states after they have viewed this
Prospectus. We will initially focus our offering in the state of Florida and
will rely on exemptions found in section 517.061 of the Florida Securities and
Investor Protection Act. There may be significant state blue sky law
restrictions on the ability of investors to sell, and on purchasers to buy, our
securities. You should therefore consider the resale market for our common stock
to be limited, as you may be unable to resell your shares without the
significant expense of state registration or qualification.

DETERMINATION OF OFFERING PRICE

The offering price for the shares in this offering was arbitrarily determined.
In determining the initial public offering price of the shares we considered
several factors including the following:

o our start up status;

o our new business structure, lack of operations and lack of client base;

o prevailing market conditions, including the history and prospects for
our industry;

o the majority of food and beverage distribution companies and charitable
fundraising companies are not public and market conditions tend to be
harder on new businesses;

o our future prospects and the experience of our management; and

o our capital structure;

Therefore, the public offering price of the shares does not necessarily bear any
relationship to established valuation criteria and may not be indicative of
prices that may prevail at any time or from time to time in the public market
for the common stock. You cannot be sure that a public market for any of our
securities will develop and continue or that the securities will ever trade at a
price at or higher than the offering price in this offering.

USE OF PROCEEDS

Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.0150. The following table sets forth the uses of proceeds assuming
the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for
sale by us.

This offering is on a "best-efforts" basis, the offering scenarios presented are
for illustrative purposes only; and the actual amount of proceeds, if any, may
differ.

USE OF PROCEEDS TABLE

IF 25% OF IF 50% OF IF 75% OF IF 100% OF
SHARES SOLD SHARES SOLD SHARES SOLD SHARES SOLD
----------- ----------- ----------- -----------

GROSS PROCEEDS FROM THIS OFFERING .. $ 13,125 $ 26,250 $ 39,375 $ 52,500
LESS: OFFERING EXPENSES
Accounting fees .. 2,500 2,500 2,500 2,500
Legal fees .. 4,000 4,000 4,000 4,000
Printing .. 250 250 250 250
Transfer Agent .. 1,750 1,750 1,750 1,750

TOTAL .. $ 8,500 $ 8,500 $ 8,500 $ 8,500
LESS PUBLIC COMPANY REPORTING COST .. 2,625 2,625 2,625 2,625
LESS:BUSINESS PLAN DEVELOPMENT ...... 2,000 15,125 28,250 41,375

Working Capital ............. 0 0 0 0

TOTALS .. $ 13,125 $ 26,250 $ 39,375 $ 52,500

Business Plan Development

We intend to conduct an investigation to determine the charitable organizations,
suppliers/distributors of various products and subscribers for our services. The
level of effort in this investigation increases as the offering proceeds
increases. See page 30 phase 1 milestone "Complete Business and Marketing Plan"
intended completion additional $20,000 (The total amount to complete the
business plan development we estimate to be $61,375 or the $41,375 plus the
$20,000).

Even if we are able to sell all of the securities being offered in this
Prospectus, we will still require an additional $367,500 (or $420,000 in total)
to cover our anticipated expenses over the next 18 months. Please review our
disclosure titled "Plan of Operations" in the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" elsewhere in this
Prospectus. Please note that we have not taken any steps to identify sources of
the additional financing that we will required and there can be no assurance
that we will be able to obtain such financing.

If we are only able to sell less than 25% of the securities we are offering,
substantially all of the funds raised by this offering will be spent on assuring
that we meet our corporate and continuous disclosure obligations so that we
remain in good standing with the State of Florida and maintain our status as a
reporting issuer with the SEC.

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

The price of the current offering is fixed at $0.0150 per share. This price is
significantly greater than the price paid by our sole officer and director for
our common equity since our inception on August 4, 2010. Our sole officer and
director paid $ 0.001 per share, a difference of $0.0140 per share lower than
the share price in his offering.

Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders. The
following tables compare the differences of your investment in our shares with
the investment of our existing stockholders.

EXISTING STOCKHOLDERS IF ALL OF THE SHARES ARE SOLD

Price per share.................................................... $ 0.015
Net tangible book value per share before offering.................. $ 0.001
Net tangible book value per share after offering................... $ 0.004
Increase to present stockholders in tangible book value
Per share after offering.......................................... $ 0.003

Net Capital contributions by new stockholders...................... $ 52,500
Capital contribution by officer & director in August 2010.......... $ 9,000
Number of shares outstanding before the offering................... 9,000,000
Number of shares after offering held by existing stockholder....... 9,000,000
Percentage of ownership after offering............................. 72.0%

DILUTION TO NEW SHAREHOLDERS PERCENTAGE OF SHARES SOLD
---------------------------- ----------------------------------------
25% 50% 75% 100%
------- ------- ------- -------
Per share offering price ............ $0.015 $0.015 $0.015 $0.015
Net tangible book value per Share
before offering .................... $0.0008 $0.0008 $0.0008 $0.0008
Net tangible book value per Share
after offering ..................... $0.0012 $0.0023 $0.0033 $0.0041
Increase in book value attributable
to new shareholders ................ $0.0004 $0.0015 $0.0025 $0.0033
Dilution to new shareholders ........ $0.0138 $0.0127 $0.0117 $0.0109

THE OFFERING

We are registering 3,500,000 shares of our common stock for offer and sale at
$0.0150 per share.

There is currently no active trading market for our common stock, and such a
market may not develop or be sustained. We currently plan to have our common
stock listing on the OTC Bulletin Board, subject to the effectiveness of this
Registration Statement. In addition, a market maker will be required to file a
Form 211 with the Financial Industry Regulatory Authority (FINRA) and FINRA has
to clear the Form 211 before the market maker will be able to make a market in
our shares of common stock. Once the market maker is able to make a market, a
market should develop. At the date hereof, we are not aware that any market
maker has any such intention.

We may not sell the shares registered herein until the registration statement
filed with the Securities and Exchange Commission is effective. Further, we will
not offer the shares through a broker-dealer or anyone affiliated with a
broker-dealer. Upon effectiveness, all of the shares being registered herein may
become tradable. The stock may be traded or listed only to the extent that there
is interest by broker-dealers in acting as a market maker in our stock. Despite
our best efforts, it may not be able to convince any broker/dealers to act as
market-makers and make quotations on the OTC Bulletin Board. We may consider
pursuing a listing on the OTCBB after this registration becomes effective and we
have completed our offering.

The price per share will remain at $0.0150 even if we obtain a listing on any
exchange or are quoted on the Over-The-Counter (OTC) Bulletin Board, the
offering price of $0.0150 will not change for the duration of the offering.

We will receive all of the proceeds from such sales of securities and are
bearing all expenses in connection with the registration of our shares.

PLAN OF DISTRIBUTION

We are offering the shares on a "self-underwritten" basis directly through John
Geldi, Jr., our sole officer and director named herein. Mr. Geldi, will not
receive any commissions or other remuneration of any kind in connection with his
participation in this offering based either directly or indirectly on
transactions in securities.

This offering is a self-underwritten offering, which means that it does not
involve the participation of an underwriter to market, distribute or sell the
shares offered under this prospectus. This offering is also being made on a best
efforts basis with no minimum amount required to close the transaction. In
addition, investments made in the offering will not subject to refund, will not
be held in escrow and will be immediately available for our use. This offering
will terminate upon the earlier to occur of (i) 90 days after this registration
statement becomes effective with the Securities and Exchange Commission, (ii)
the date on which all 3,500,000 shares registered hereunder have been sold.
However, we may, at our discretion, extend the offering for an additional 90
days beyond the initial offering period if any shares remain unsold.

We anticipate that we will be initially offering our securities in the State of
Florida. Once this Registration Statement is effective, and if Mr.Geldi believes
that there is sufficient interest in our company to offer our securities in the
state of Florida, we will register with the state of Florida under 'blue sky'
laws. However, we have not yet applied for 'blue sky' registration in the state
of Florida, or any other state, and there can be no assurance that we will be
able to apply, or that our application will be approved and our securities will
be registered, in Florida or any other state in the US. For further discussion
regarding 'blue sky' registration please see 'Risk Factors' elsewhere in this
Prospectus.

Mr. Geldi, will not register as broker-dealers pursuant to Section 15 of the
Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth
those conditions under which a person associated with an issuer may participate
in the offering of the issuer's securities and not be deemed to be a
broker-dealer.

1. Mr. Geldi, is not subject to a statutory disqualification, as that term is
defined in Section 3(a)(39) of the Act, at the time of his participation;

2. Mr. Geldi, will not be compensated in connection with his participation by
the payment of commissions or other remuneration based either directly or
indirectly on transactions in securities;

3. Mr. Geldi, is not, nor will he be at the time of participation in the
offering, an associated person of a broker-dealer; and

4. Mr. Geldi, meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of
the Exchange Act, in that he (A) primarily performs, or is intended primarily to
perform at the end of the offering, substantial duties for or on behalf of our
company, other than in connection with transactions in securities; and (B) is
not a broker or dealer, or been an associated person of a broker or dealer,
within the preceding twelve months; and (C) has not participated in selling and
offering securities for any issuer more than once every twelve months other than
in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Neither Mr. Geldi nor any persons affiliated with him intend to purchase any
shares in this offering.

If applicable, the shares may not be offered or sold in certain jurisdictions
unless they are registered or otherwise comply with the applicable securities
laws of such jurisdictions by exemption, qualification or otherwise. We intend
to sell the shares only in the states in which this offering has been qualified
or an exemption from the registration requirements is available, and purchases
of shares may be made only in those states.

In addition and without limiting the foregoing, we will be subject to applicable
provisions, rules and regulations under the Exchange Act with regard to security
transactions during the period of time when this Registration Statement is
effective.

We will not use public solicitation or general advertising in connection with
the offering. Once this registration statement is declared effective by the SEC,
we anticipate inviting interested parties to review the registration statement.
Initial introductions to interested parties will be made through verbal
communications. This offering will continue for the longer of: (i) 90 days after
this registration statement becomes effective with the Securities and Exchange
Commission, or (ii) the date on which all 3,500,000 shares registered hereunder
have been sold. However, we may at our discretion extend the offering for an
additional 90 days beyond the initial offering period if any shares remain
unsold.

SUBSCRIPTION PROCEDURE

Each subscriber to this offering must execute and deliver to the Company a copy
of the Subscription Agreement attached to this registration statement as exhibit
99.1. The Company will review the materials and, if the subscription is
accepted, the Company will execute the Subscription Agreement and return a copy
of the materials to the subscriber. The Company shall have the right to accept
or reject any subscription, in whole or in part. An acknowledgment of the
acceptance of a subscription will be returned to the subscriber promptly after
acceptance.

Payment for the amount of the shares subscribed for shall be made at the time of
delivery of the properly executed Subscription Agreement, or at such later date
as the Company may specify by written notice to the subscriber (unless such date
is deferred in the sole discretion of the Company), by check, bank draft or wire
transfer of funds immediately available to the Company at the address set forth
in the Subscription Agreement or to an account specified by the Company. The
date upon which the transaction contemplated by the Subscription Agreement shall
become effective (the "Closing") will occur on such date or within such period
as may be specified at the discretion of the Company with written notice to the
Subscriber. There is no minimum aggregate amount of Shares which must be sold as
a condition precedent to the Closing, and the Company may provide for one or
more Closings while continuing to offer the Shares that constitute the unsold
portion of the Offering.

Right of Cancellation

Each subscriber has a two day cancellation right and may cancel their
Subscription Agreement by sending notice to the Company by midnight on the 2nd
business day after the Subscriber signs the applicable Subscription Agreement.

DESCRIPTION OF SECURITIES

COMMON STOCK

Our authorized number of shares is one hundred million (100,000,000). The
authorized common stock is one hundred million (100,000,000) shares with a par
value of $0.0001. Shares of our common stock:

o have equal ratable rights to dividends from funds legally available if and
when declared by our Board of Directors;

o are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution or
winding up of our affairs;

o do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights; and

o are entitled to one non-cumulative vote per share on all matters on which
stockholders may vote.

We refer you to the Bylaws of our Articles of Incorporation and the applicable
statutes of the State of Florida for a more complete description of the rights
and liabilities of holders of our securities.

NON-CUMULATIVE VOTING

Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. After this offering is completed, our
sole officer, director and stockholder, John J. Geldi, Jr, , will own
approximately 72% of our outstanding shares if all the stock is sold.

CASH DIVIDENDS

As of the date of this Prospectus, we have not declared or paid any cash
dividends to stockholders. The declaration of any future cash dividend will be
at the discretion of our Board of Directors and will depend upon our earnings,
if any, our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this Prospectus as having prepared or certified
any part thereof or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of our common stock was employed on a contingency basis or had or is
to receive, in connection with the offering, a substantial interest, directly or
indirectly, in us. Additionally, no such expert or counsel was connected with us
as a promoter, managing or principal underwriter, voting trustee, director,
officer or employee.

Dennis Brovarone, Attorney and Counselor at Law, has passed an opinion upon
certain legal matters in connection with the validity of the issuance of the
shares of common stock.

Peter Messineo, CPA, Certified Public Accountant, of 1982 Otter Way, Palm
Harbor, FL 34685, 727-421-6268 has audited our Financial Statements for the
period August 4, 2010 (date of inception) through August 31, 2010 and to the
extent set forth in its report, which are included herein in reliance upon the
authority of said firm as experts in accounting and auditing. There were no
disagreements related to accounting principles or practices, financial statement
disclosure, internal controls or auditing scope or procedure from date of
appointment as our independent registered accountant through the period of audit
(inception date through August 31, 2010).

BUSINESS DESCRIPTION

Overview
--------

We are a development stage company incorporated in the State of Florida on
August 4, 2010 as a for-profit company, and an established fiscal year end of
August 31. We intend to offer a charitable fundraising service that will raise
money for charities and other non-profit organizations through the subscription
based sale and distribution of gourmet coffee and other gourmet food and
beverage products. Specifically, we intend to offer subscriptions to individual
and corporate consumers for monthly, door to door deliveries of nationally
recognized brand-name coffee beans and other non-perishable or semi-perishable
gourmet foods including loose teas, beverage mixes, syrups, preserves, spices,
chocolates and candies, among other items. We anticipate that focusing our
offerings on staple products like coffee will encourage regular, long-term
subscriptions for our planned service. A pre-determined portion of all
subscription fees will be allocated to a charity selected by the subscriber from
among a number of charities with whom we will endeavor to partner. We have not
determined the amount of the subscription fee allocated to any prospective
charitable organization and the manner in which it will be determined, nor the
approximate range, if any of the amount of the subscription fee that maybe
allocated to charity. We have not determined what the Company will receive of
the intended Subscription fee allocated to the Charities and terms of the
subscriptions that consumers may purchase. We intend to develop the plan during
our Phase I Milestone Stage. In this prospectus, we describe our planned service
as a gourmet subscription fulfillment service or charitable subscription
fulfillment service.

Importantly, we are not a charity and do not intend to produce any food or
beverage products. Rather we will seek to act exclusively as an intermediary
among the public, charities, and food and beverage producers, providing
fundraising services through the promotion, sale, and distribution of food
products. To this end, we will seek to partner with reputable and
well-recognized charities and food and beverage producers in order to leverage
the brand strength of these partners for the purposes of marketing and
optimizing our services. We believe that our planned service will benefit any
participants involved by providing a valuable distribution and advertising
vehicle for food producers, a regular source of funding and advertising for
charitable organizations, and a convenient source for gourmet food and beverage
products that will appeal to socially-conscious consumers. We intend to generate
revenues by receiving an undetermined portion of the subscription fee that is
allocated to charities.

Importantly, we have not identified, secured the participation of any charities
or food and beverage suppliers the subscription money agreement between the
individual and corporate consumer, charities and profits for Innovo. We have not
developed the anticipated nature and terms of agreements that we intend to enter
into with charities as well as food and beverage suppliers. We have not
developed the scope of services that we will provide or the applicable fee
structure related to our services that we intend to provide or receive and to
persons purchasing the products we intend to distribute. We have not entered
into any agreements or licenses from food and beverage producers relating to the
resale and/or distribution of their product.

There is no guarantee that we will be successful in this regard.

We have not generated any revenues to date and our activities have been limited
to developing our business plan and preparing the information included in this
prospectus. We will not have the necessary capital to fully develop our Business
Plan until we are able to secure financing in the amount of $420,000, which
amount includes the $52,500 that we are seeking to raise through this offering.

There can be no assurance that such financing will be available on suitable
terms, if at all, and we have not taken any steps to identify potential
financing sources. See "Managements Discussion and Analysis Plan of Operations"
and Liquidity and Capital Resources."

We presently have no plans to change our business activities or to combine with
another business and are not aware of any events or circumstances, outside the
imminent failure of our current business plan or a tangible future opportunity
to increase shareholder value, that might cause us to change our plans. We have
no revenues, have incurred losses since inception, have no operations, have been
issued a going concern opinion from our auditors and rely upon the sale of our
securities to fund operations.

Business Strategy
-----------------

We believe that there is a strong need for a new, innovative fundraising model
to provide non-profit organizations with a recurring, reliable source of
donations.

Based on its participation in and personal observation of the non-profit sector,
our management believes that most products currently sold to raise funds for
non-profit organizations are generic (non brand-name)and perceived to be of low
quality. Offering reputable, brand name coffee and other gourmet food products
to charitable donors on a recurring, subscription basis, in our opinion, creates
a potentially marketable and profitable fundraising model. We anticipate that
our client non-profit organizations will receive donations based on a fixed
percentage of monthly donor subscription fees for our services for the life of a
donor's subscription. In this way, we anticipate that our client non-profit
organizations can begin to effectively build long-term or perpetual streams of
donations that maximize their fundraising efforts.

Many of the commonly used fundraising techniques (such as annual fundraising
drives during the holiday season, periodic mailing campaigns, telethons, and one
time or periodic special fundraising events) are cost intensive, require
significant human resources, and create peaks and valleys in charitable
donations since the flow of donations typically decreases significantly or
ceases altogether between events. The resulting irregular supply of financing
means that many charitable and non-profit organizations typically experience
considerable financial strain and operating constraints during period between
financing drives, even with proper planning. Our management believes that
employing a subscription based fundraising approach like the one proposed by our
business model has the potential to create a more affordable, predictable,
consistent, and long-term stream of monthly charitable donations.

Our sole officer and Director has been in the Charity fund raising industry for
over 30 years. It is his sole belief that the Innovo intended business model has
the potential to create long-term stream of monthly charitable donations and
therefore allowing Innovo Corporation to possibly attain a steady flow of an
income stream as well.

To add value to our services, we intend to offer quality brand name coffee
products and other staple gourmet food products that provide known value to our
targeted subscribers. We believe that our ability to offer brand name products
at competitive prices will ensure the marketability of our service and result in
long-term and recurring subscriptions. We intend to offer competitive prices to
the subscriber by purchasing products directly from the producer/supplier. It is
intended that the product will be sold through the subscription agreement at a
competitive retail price. We hope that the spread of wholesale and retail
pricing will allow Innovo and the Charitable Organizations to generate profits
and charitable income respectively. Importantly, however, we have not taken any
steps to identify suppliers for the products that we intend to offer and there
is no guarantee that we will be successful in this regard.

The Market
----------

According to the National Center for Charitable Statistics, there were 1,014,816
public charities in the United States in the year 2010 (Source:
http://nccsdataweb.urban.org/PubApps/profileDrillDown.php?state=US&rpt=PC. (last
accessed October 25, 2010). In 2008, there were 1,569,572 tax-exempt
organizations, including 997,579 public charities, 118,423 private foundations
and 453,570 other types of nonprofit organizations, including chambers of
commerce, fraternal organizations and civic leagues (Source:
http://nccs.urban.org/statistics/quickfacts.cfm(last accessed October 25, 2010))

Charitable organizations have faced and continue to face considerable financial
challenges as a result of recent and current economic conditions. The year 2008
reportedly saw the worst climate for non-profit fundraising since 1998,
particularly with respect to the solicitation of major gifts. During that same
period, however, fundraisers reported a corresponding increase in success with
planned giving.(Source: "Overall Climate for Non-profit Fundraising Worst Since
1998, Report Finds", Philanthropy News Digest, December 22, 2008, available
online at: http://foundationcenter.org/pnd/news/story.jhtml?id=238700014 (last
accessed October 25, 2010))

More recently in March, 2009, CNN reported that U.S. non-profits were straining
under the weight of the recession, with as many as 52% expecting to sustain
permanent financial damage as a result of the recession, and 93% reporting an
increase in demand for their services. In that article, the Non-profit Finance
Fund, which provides loans and access to grants to non-profits, urged
organizations to team up with those who fund them to find innovative ways to
address these economic challenges. (Source: "Non-profits expect permanent damage
from recession", CNN.Com, March 26, 2009, available online at: http
http://articles.cnn.com/2009-03-26/us/recession.nonprofits_1_nonprofits-
organizations-food-and-shelter?_s=PM:US (last accessed October 25, 2010)

Finally, on November of 2009, the Philanthropy News Digest reported that, based
on its research, charities would experience a 10% decline in foundation giving
in 2009, with a further decline in 2010 (Source: "Drop in Foundation Giving May
Be Steeper Than Anticipated, Report Finds", Philanthropy News Digest, November
5, 2009, available online:
http://foundationcenter.org/pnd/news/story.jhtml?id=272300008 (last accessed
October 25, 2010)

The above noted articles echo the observations and conclusions of our management
that success in the current climate for charitable fundraising demands an
innovative fundraising approach that emphasize planned and structured giving in
a manner geared to make donations manageable and attractive in a strained
economy.

We believe that pairing charitable giving with the purchase of low price point
stable consumables, such as high quality coffee beans, makes charitable donating
both economical and appealing to consumers during challenging financial times,
allowing them to satisfy one of their own basic day to day requirements with the
added a value of making a positive charitable impact. And while we do not
believe that our approach will solve all of the challenges facing charities
today, we do believe that it has the potential to assist our targeted clients in
their fundraising efforts during the current economic climate and beyond.

Consultants

During the initial development of our business we intend to employ the services
of consultants to provide services in the areas of corporate finance,
accounting, marketing, sales, website construction & maintenance, software
development, product purchasing and other administrative functions. We have not
taken any steps to identify suitable candidates to serve in any of these
capacities.

Sales And Marketing

We intend to employ a salaried Vice President of Marketing and Sales whose
responsibility will be to execute our future marketing and sales plan. We have
not taken any steps to identify a suitable candidate for this position.

Sales and Marketing Strategy

We intend to use webinar (online web seminar) presentations to present our
services to non-profit organizations and professional fundraising companies that
we will seek to partner with.

We also intend to deliver press releases and to purchase advertising in national
fundraising trade journals and related professional publications such as those
published by or endorsed by the Association of Fundraising Professionals.

Finally, we intend to exhibit at various annual fundraising trade shows.

Competition

Currently, our major competitors are local and regional coffee roasters and
distributors that run occasional charity related fundraising promotions whereby
a portion of their sales on specific items are donated to charity. With few
exceptions, these occasional fundraising programs are limited to discreet,
short-term fundraising drives in relation to specific causes. We have not
identified coffee, and other retailers or distributors that donate a portion of
their proceeds to charity as among our major competitors. Additionally, the
focus of these occasional fundraising promotions is to attract customers to
purchase brands of coffee products that have limited or no brand recognition.
Our management believes that Innovo Inc. may be able to distinguish itself from
competitors by offering nationally recognized brand name coffee products and
beverages that are already being consumed by many potential donors. We also
believe that our fundraising approach of offering monthly shipping of our coffee
products based on donor subscriptions will provide us with a unique competitive
advantage. Our non-profit clients will receive monthly payments from Innovo Inc.
based on a percentage of all their donors' monthly orders shipped

The food and beverage industry is a highly competitive market. We will compete
with both large and small corporations. Most of these companies have greater
financial and personnel resources then we do.

Employees And Employment Agreements

As of August 31, 2010, we have no employees. John J. Geldi, Jr., our sole
officer and director, currently provides his services to our company without
compensation. Mr. Geldi presently devotes 10 to 25 hours per week to our
business as required from time to time. We have not entered into any formal
agreement with Mr. Geldi regarding the provision of his services to the Company.

Mr. Geldi is not obligated to commit his full time and attention to our business
and accordingly, he may encounter a conflict of interest in allocating his time
between our operations and his other obligations. Presently, Mr. Geldi earns his
livelihood as principal of Sarasota Manatee Real Estate, a real estate sales and
property management company. Mr. Geldi is presently able to devote 10 to 25
hours per week to our business while maintaining his own private business. Also,
if we require Mr. Geldi to devote more than 10 to 25 hours per week to our
business on a regular basis for an extended period, it is uncertain that he will
be able to satisfy our requirements unless we have sufficient resources to
compensate him for any lost income from his private business. We do not
presently have any pension, health, annuity, insurance, stock option, profit
sharing, or similar benefit plan; however, we may adopt one or more of such
plans in the future. There are presently no personal benefits available to our
sole officer and director.

Government Regulation
---------------------

In the United States state governments regulate the fundraising activities of
charitable organizations and/or professional fundraisers. These requirements
vary from state to state and may include one-time registration or annual
reporting. We anticipate having to comply with these regulations in any state in
which we offer our services or solicit customers for our subscription service.
Additionally or in the alternative, as applicable, we anticipate having to
ensure that the non-profit clients that we intend to represent have complied
with relevant state registration and reporting requirements. Innovo intends to
comply in conjunction with the potential Charitable Organization partner with
any state and government regulation pertaining to fundraising activities of
charitable organizations and/or professional fundraisers.

We will also be subject to the laws and regulations of those jurisdictions in
which we plan to sell our services that are generally applicable to business
operations, such as business licensing requirements, income taxes and payroll
taxes. In general, the development and operation of our business is not subject
to special regulatory and/or supervisory requirements other than those mentioned
above.

Intellectual Property
---------------------

We do not currently hold rights to any intellectual property and have not filed
for copyright, trademark, or patent protection for our name, our planned website
or our business plan.

Research and Development
------------------------

Since our inception to the date of this Prospectus, we have not spent any money
on research and development activities.

Reports to Security Holders
---------------------------

Any member of the public may read and copy any materials filed by us with the
Securities and Exchange Commission at the Securities and Exchange Commission's
Public Reference Room at 100 F Street, N.E. Washington, D.C. 20549. Information
on the operation of the Public Reference Room may be obtained by calling the
Securities and Exchange Commission at 1-800-732-0330. The Securities and
Exchange Commission maintains an internet website (http://www.sec.gov) that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the Securities and Exchange
Commission.

LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against us, nor are
we involved as a plaintiff in any material proceedings or pending litigation.
There are no proceedings in which any of our directors, officers or affiliates,
or any registered beneficial shareholder are an adverse party or has a material
interest adverse to us.

DESCRIPTION OF PROPERTY

We maintain our statutory registered office for service our business office at
172 Yacht Harbor Dr., Osprey, FL 34229. Our telephone number is (941) 587-3973
and our fax number is (941) 966-9063. Our office space is donated free of charge
by our sole officer and director. Our office space contains, fax, phones,
computer and desk.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Our common stock is not traded on any exchange. We intend to apply to have our
common stock quoted on the OTC Bulletin Board once this Prospectus has been
declared effective by the SEC; however, there is no guarantee that we will
obtain a listing.

There is currently no trading market for our common stock and there is no
assurance that a regular trading market will ever develop. OTC Bulletin Board
securities are not listed and traded on the floor of an organized national or
regional stock exchange. Instead, OTC Bulletin Board securities transactions are
conducted through a telephone and computer network connecting dealers. OTC
Bulletin Board issuers are traditionally smaller companies that do not meet the
financial and other listing requirements of a regional or national stock
exchange.

To have our common stock listed on any of the public trading markets, including
the OTC Bulletin Board, we will require a market maker to sponsor our
securities. We have not yet engaged any market maker to sponsor our securities,
and there is no guarantee that our securities will meet the requirements for
quotation or that our securities will be accepted for listing on the OTC
Bulletin Board. This could prevent us from developing a trading market for our
common stock.

HOLDERS

As of the date of this Prospectus there was one holder of record of our common
stock.

DIVIDENDS

To date, we have not paid dividends on shares of our common stock and we do not
expect to declare or pay dividends on shares of our common stock in the
foreseeable future. The payment of any dividends will depend upon our future
earnings, if any, our financial condition, and other factors deemed relevant by
our Board of Directors.

EQUITY COMPENSATION PLANS

As of the date of this Prospectus we did not have any equity compensation plans.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
"believe", "expect", "estimate", "anticipate", "intend", "project" and similar
expressions, or words that, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements, which apply only
as of the date of this prospectus. These forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from historical results or our predictions.

Our financial statements are stated in United States Dollars (USD or US$) and
are prepared in accordance with United States Generally Accepted Accounting
Principles. All references to "common shares" refer to the common shares in our
capital stock.

Overview
--------

We are a development-stage company, incorporated in the State of Florida on
August 4, 2010, as a for-profit company, and an established fiscal year of
August 31. We have not yet generated or realized any revenues from business
operations. Our auditor has issued a going concerned opinion. This means there
is substantial doubt that we can continue as an on-going business for the next
eighteen (18) months unless we obtain additional capital to pay our bills.
Accordingly, we must raise cash from sources other than loans we undertake.

From inception August 4, 2010 through our current date, August 31, 2010, our
business operations have primarily been focused on developing our business plan.
We have spent a total of approximately $ 2,083 on start-up costs (legal,
accounting and administrative). We have not generated any revenue from business
operations. All cash currently held by us is the result of the sale of common
stock to our sole officer and director.

The proceeds from this offering will satisfy our cash requirements for up to six
months. If we are unable to raise additional monies, we only have enough capital
to cover the costs of this offering and to begin developing business plan and
market research. The expenses of this offering include the preparation of this
prospectus, the filing of this registration statement and transfer agent fees.
As of August 31, 2010 we had $8,917 cash on hand. This cash will not cover the
expenses of this offering or our working capital requirements for even one month
given the undertaking of this offering and the expenses involved.

Plan of Operations
------------------

We believe we do not have adequate funds to satisfy our working capital
requirements for the next twelve months. We will need to raise additional
capital to continue our operations. During the 18 months following the
completion of this offering, we intend to create our business and marketing
plan. We believe we must raise an additional $420,000 (including the $52,500
capital raise) to pay for expenses associated with our development over the next
18 months. $180,000 will be used to finance anticipated activities during Phase
One of our development plan as described below, during this phase we intend to
identify our targeted non-profit Organizations to market and $240,000 will be
used to finance anticipated activities during Phase Two of our development plan
as described below.

As of August 31, 2010, we had cash on hand of $8,917 and we had not taken any
steps to raise additional capital beyond the preparation of this prospectus.

PHASE ONE
PROJECTED DATE
MILESTONES OF COMPLETION ESTIMATED BUDGET
---------- -------------- ----------------

Complete Business & Marketing Plan ......... 0-2 MONTHS $ 20,000
Confirmation of initial capital raise ($41,375
Identify Charitable Organizations, Suppliers/
Distributors of various products and subscribers
For our service.

Complete Market Research ................... 0-2 MONTHS $ 20,000

Complete and Finalize Selection of
Consultant Team ............................ 0-9 MONTHS $ 10,000

Complete and Finalize Selection of Vice
President of Marketing and Sales ........... 0-9 MONTHS $ 10,000

Complete and Finalize Selection of
Contractor Fulfillment Company (Pick, Pack,
Bill, Ship) ................................ 0-9 MONTHS $ 10,000

Complete and Finalize Selection of Software
for Non-profit Fulfillment And Operations .. 0-9 MONTHS $ 10,000

Complete and Finalize Selection of Location
of Office and Warehouse and Furniture,
Fixtures, Office equipment, warehouse
shelving and equipment, Communication lines,
etc. ....................................... 0-9 MONTHS $ 10,000

Complete and Finalize Selection of
Charitable Local/Regional/National Shows ... 0-9 MONTHS $ 10,000

Complete and Finalize Selection of
Consultants for Marketing and Sales tools
(Brochures, Webinar, Show Display Exhibit,
Advertising, Public Relations, Promotions,
Website Etc.) .............................. 0-9 MONTHS $ 30,000

Complete and Finalize Selection of Brand
Name Coffee/Beverage Product(s)(acting
exclusively as an intermediary) for
subscription and fulfillment of Non-profits 0-9 MONTHS $ 20,000

Working Capital, Legal, Accounting, Auditing
General and Administrative, SEC Public
Reporting .................................. 0-9 MONTHS $ 30,000

TOTAL PHASE ONE ............................ $ 180,000
--------------- ----------

Note: The table above does not include costs related to commencing sales and
marketing of our products.

PHASE TWO
PROJECTED DATE
MILESTONES OF COMPLETION ESTIMATED BUDGET
---------- -------------- ----------------

OPERATIONS ................................. 9-18 MONTHS $ 90,000
Execute Fulfillment Contractor Hire

Execute Rental of Office & Warehouse

Execute Purchase of Brand Coffee/Beverage(s)
(Acting exclusively as an intermediary)

Execute Purchase of Office & Warehouse
supplies and equipment

MARKETING & SALES .......................... 9-18 MONTHS $ 90,000

Execute Marketing & Sales Plan

Hire Vice President of Marketing & Sales
Create Marketing & Sales Tools

Execute Contracts for 12-18
Local/Regional/National
Charity Show Exhibits

MANAGEMENT & ADMINISTRATION ................ 9-18 MONTHS $ 40,000

Hire Contractor Consultant Team

ADDITIONAL WORKING CAPITAL ................. 9-18 MONTHS $ 20,000

TOTAL PHASE TWO ............................ $ 240,000
--------------- ----------

TOTAL PHASE ONE AND TWO .................... $ 420,000
----------------------- ----------

Many of the developments enumerated in Phase 2 are dependent on the completion
of objectives in Phase 1 and both Phases are dependent on us securing additional
financing even if we are able to sell all of the securities offered by this
Prospectus. There can be no assurance that we will be able to sell any of the
securities offered by this Prospectus or secure additional financing. If we are
able to raise some, but not all funds required to undertake the developments in
Phase 1 and Phase 2, our management will re-examine our proposed business
activities to use our resources most efficiently. In this event, our focus will
likely be on spending available funds on assuring that we retain our reporting
status with the SEC and developing our product designs to attract investors.

If we are unable to raise additional funds we will not be able to complete any
of the milestones in either Phase 1 or Phase 2. Due to the fact that many of the
milestones are dependent on each other, if we do not raise any additional
capital we will not be able to implement any facets of our business plan.

We intend to pursue capital through public or private financing as well as
borrowings and other sources, such as our officer and director in order to
finance our businesses activities. We cannot guarantee that additional funding
will be available on favorable terms, if at all. If adequate funds are not
available, then our ability to continue our operations may be significantly
hindered. As of the date of this prospectus, other than the preparation of the
information contained herein, we have not taken any steps to secure the
additional financing that we will require.

We have not yet begun the development of any of our anticipated products and
even if we do secure adequate financing, there can be no assurance that our
products will be accepted by the marketplace and that we will be able to
generate revenues.

Our management does not plan to hire any employees at this time. Our sole
officer and director will be responsible for business plan development. If we
develop our business plan (act exclusively as an intermediary consumer) and are
in a position to begin sales, marketing and distribution, we intend to hire
independent consultants and sales representatives as we deem necessary.

RESULTS OF OPERATIONS

There is no historical financial information about us upon which to base an
evaluation of our performance. We have spent $2,083 on our operations as of
August 31, 2010 on selling, general and administrative expenses and our only
other activity consisted of the sale of 9,000,000 shares of our common stock to
our sole officer and director for aggregate proceeds of $9,000. We have not
generated any revenues from our operations. We cannot guarantee we will be
successful in our business operations. Our business is subject to risks inherent
in the establishment of a new business enterprise, including the financial risks
associated with the limited capital resources currently available to us for the
implementation of our business strategies. (See "Risk Factors"). To become
profitable and competitive, we must develop the business and marketing plan and
execute the plan. Our management will attempt to secure financing through
various means including borrowing and investment from institutions and private
individuals.

Since inception, the majority of our time has been spent developing our business
plan, and preparing the information contained in this prospectus.

Our results of operations are summarized below:

August 4, 2010 (Inception)
to August 31, 2010
(AUDITED)
($)
--------------------------
Revenue ................................ -
Cost of Revenue ........................ -
Expenses ............................... $ 2,083
Net Loss ............................... $ 2,083
Net Loss per Share - Basic and Diluted . $ (0.00)
Weighted Average Number Shares
Outstanding - Basic and Diluted ....... 9,000,000

LIQUIDITY AND CAPITAL RESOURCES

The use of proceeds at 25%, 50%, 75& and 100% forecasted capital raise is
anticipated to be utilized over the 12 month period as follows:

Continuous Disclosure Obligations (Reporting)

Auditing, Legal, Printing (Edgarizing) and transfer agent expenses are the
estimated costs associated with Continuous Disclosure Obligations of the S-1
reporting requirements i.e. quarterly reports on Form 10-Q Annual reports on
Form 10K. While there could be some variance between these activities this
$8,250 and 2,625 budget should be sufficient to meet this company's Continuous
Reporting Requirements, The reporting should always take precedence over all
other company activities.

Business Plan Development

Our Business Plan Development expenses is to conduct and investigation to
determine the charitable organizations, suppliers/distributors of various
products and subscribers for our services. The level of effort in the
investigation increase as the offering proceeds increases. See page 30 phase 0ne
milestones "Complete Business and Marketing Plan" intended completion additional
$20,000.

As of the date of this prospectus, we had yet to generate any revenues from our
business operations. For the period ended August 31, 2010, we issued 9,000,000
shares of common stock to our sole officer and director for cash proceeds of
$9,000.

We anticipate needing a minimum of $180,000 for Phase One and an additional
$240,000 for Phase Two, totaling $420,000 (which amount includes the $52,500
that we are seeking to raise through this offering) in order to effectively
execute our business plan over the next eighteen months. Currently our available
cash is not sufficient to allow us to commence full execution of our business
plan. Our business expansion will require significant capital resources that may
be funded through the issuance of common stock or of notes payable or other debt
arrangements that may affect our debt structure. Despite our current financial
status we believe that we may be able to issue notes payable or debt instruments
in order to start executing our business plan. However, there can be no
assurance that we will be able to raise money in this fashion and we have not
entered into any agreements that would obligate any third party or related party
to provide us with capital. We have taken no steps to identify or to secure any
funding outside the preparation of this offering.

Through August 31, 2010, we spent $2,083 on general operating expenses. We
raised the cash amounts to be used in these activities from the sale of common
stock to our sole officer and director.

As of August 31, 2010 we had $8,917 cash on hand.

To date, the Company has managed to keep our monthly cash flow requirement low
for two reasons. First, our sole officer and director does not draw a salary at
this time. Second, the Company has been able to keep our operating expenses to a
minimum by operating in space owned by our Sole Officer and will be only paying
the direct expenses associated with our business operations.

As of the date of this registration statement, the current funds available to
the Company will not be sufficient to continue maintaining a reporting status.
Our Management believes if the Company cannot maintain its reporting status with
the SEC it will have to cease all efforts directed towards the Company. As such,
any investment previously made would be lost in its entirety.

The Company currently has no external sources of liquidity such as arrangements
with credit institutions or off-balance sheet arrangements that will have or are
reasonably likely to have a current or future effect on our financial condition
or immediate access to capital.

If the Company is unable to raise the funds partially through this offering the
Company will seek alternative financing through means such as borrowings from
institutions or private individuals. There can be no assurance that the Company
will be able to keep costs from being more than these estimated amounts or that
the Company will be able to raise such funds. Even if we sell all shares offered
through this registration statement, we expect that the Company will seek
additional financing in the future. However, the Company may not be able to

obtain additional capital or generate sufficient revenues to fund our
operations. If we are unsuccessful at raising sufficient funds, for whatever
reason, to fund our operations, the Company may be forced to seek a buyer for
our business or another entity with which we could create a joint venture. If
all of these alternatives fail, we expect that the Company will be required to
seek protection from creditors under applicable bankruptcy laws.

Our independent auditor has expressed substantial doubt about our ability to
continue as a going concern and believes that our ability is dependent on our
ability to implement our business plan, raise capital and generate revenues. See
Note 2 of our financial statements.

Although the Company has adopted a Code of Ethics and Business Conduct the
Company has not yet adopted any of these other corporate governance measures
and, since our securities are not yet listed on a national securities exchange,
the Company is not required to do so. The Company has not adopted corporate
governance measures such as an audit or other independent committees of our
board of directors as we presently do not have any independent directors. If we
expand our board membership in future periods to include additional independent
directors, the Company may seek to establish an audit and other committees of
our board of directors. It is possible that if our Board of Directors included
independent directors and if we were to adopt some or all of these corporate
governance measures, stockholders would benefit from somewhat greater assurances
that internal corporate decisions were being made by disinterested directors and
that policies had been implemented to define responsible conduct. For example,
in the absence of audit, nominating and compensation committees comprised of at
least a majority of independent directors, decisions concerning matters such as
compensation packages to our senior officers and recommendations for director
nominees may be made by a majority of directors who have an interest in the
outcome of the matters being decided. Prospective investors should bear in mind
our current lack of corporate governance measures in formulating their
investment decisions.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in our financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to our
stockholders.

INFLATION

The effect of inflation on our revenues and operating results has not been
significant.

CRITICAL ACCOUNTING POLICIES

Our financial statements are affected by the accounting policies used and the
estimates and assumptions made by management during their preparation. A
complete listing of these policies is included in Note 3 of the notes to our
financial statements for the year ended August 31, 2010. We have identified
below the accounting policies that are of particular importance in the
presentation of our financial position, results of operations and cash flows,
and which require the application of significant judgment by management.

USE OF ESTIMATES - The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.

RESEARCH AND DEVELOPMENT EXPENSES - Expenditures for research,
development, and engineering of products will be expensed as incurred.

EARNINGS (LOSS) PER SHARE - Basic loss per share is computed by
dividing net loss attributable to common stockholders by the weighted average
common shares outstanding for the period. Diluted loss per share is computed
giving effect to all potentially dilutive common shares. Potentially dilutive
common shares may consist of incremental shares issuable upon the exercise of
stock options and warrants and the conversion of notes payable to common stock.
In periods in which a net loss has been incurred, all potentially dilutive
common shares are considered antidilutive and thus are excluded from the
calculation. At August 31, 2010 the Company did not have any potentially
dilutive common shares.

FINANCIAL STATEMENTS

CONTENTS

Financial Statements:

Report of Independent Registered Public Accounting Firm ............ F-2

Balance Sheet ...................................................... F-3

Statements of Operations ........................................... F-4

Statement of Stockholder's Equity .................................. F-5

Statement of Cash Flows ............................................ F-6

Notes to Financial Statements ...................................... F-7 - F-10

F-1

Peter Messineo, CPA
1982 Otter Way Palm Harbor FL 34685
T 727.421.6268 F 727.674.0511

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders:
INNOVO INC.

I have audited the balance sheets of INNOVO INC. (A Development Stage
Corporation) as of August 31, 2010 and the related statement of operations,
changes in stockholder's equity, and cash flows for the period August 4, 2010
(date of inception) through August 31, 2010. These financial statements were the
responsibility of the Company's management. My responsibility was to express an
opinion on these financial statements based on my audits.

I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audits to obtain reasonable assurance about whether the
financial statements were free of material misstatement. The Company was not
required to have, nor was I engaged to perform, an audit of its internal control
over financial reporting. My audit included consideration of internal control
over financial reporting as a basis for designing audit procedures that were
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, I express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provide a reasonable basis for
my opinion.

In my opinion, the financial statements, referred to above, present fairly, in
all material respects, the financial position of INNOVO INC. (A Development
Stage Corporation) as of August 31, 2010, and the results of its operations and
its cash flows for the period August 4, 2010, (date of inception) through August
31, 2010, in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has no revenues from operation, has not emerged from the
development stage, and is requiring traditional financing or equity funding to
commence its operating plan. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Further information and
management's plans in regard to this uncertainty were also described in Note 2.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

/s/ Peter Messineo, CPA
Peter Messineo, CPA
Palm Harbor, Florida
September 8, 2010

F-2

INNOVO INC.
(A Development Stage Corporation)

Balance Sheet

ASSETS
------
AUGUST 31,
2010
-----------

CURRENT ASSETS
Cash and cash equivalents ................................ $ 8,917
-----------
Total current assets ................................... 8,917
-----------

-----------
TOTAL ASSETS ............................................. $ 8,917
===========

LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------

CURRENT LIABILITIES
Accounts payable & Accrued liabilities ................... $ 2,000
-----------
Total liabilities ...................................... 2,000
===========

STOCKHOLDERS' EQUITY
Capital Stock (Note 4)
Authorized:
100,000,000 common shares, $0.0001 par value
Issued and outstanding shares:
9,000,000 .............................................. $ 900
Additional paid-in capital ............................... 8,100
Deficit accumulated during the development stage ......... (2,083)
-----------
Total Stockholders' Equity ............................. 6,917
-----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............... $ 8,917
===========

The accompanying notes are an integral part of the financial statements

F-3

INNOVO INC.
(A Development Stage Corporation)

Statements of Operations

FOR THE PERIOD
FROM INCEPTION
AUGUST 4, 2010
TO
AUGUST 31, 2010
---------------

REVENUES ......................................... $ --
--------------

EXPENSES
General & Administrative ....................... 83
Professional Fees .............................. $ 2,000
--------------

Loss Before Income Taxes ......................... $ (2,083)
--------------

Provision for Income Taxes ....................... --
--------------

Net Loss ......................................... $ (2,083)
==============

PER SHARE DATA:

Basic and diluted loss per common share ........ $ --
==============

Basic and diluted weighted Average Common
shares outstanding ............................ 9,000,000
==============

The accompanying notes are an integral part of the financial statements.

F-4

INNOVO INC.
(A Development Stage Corporation)

Statements of Stockholder's Equity

DEFICIT
ACCUMULATED
COMMON STOCK ADDITIONAL DURING THE
----------------- PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
--------- ------ ---------- ----------- --------

Inception - August 4, 2010 -- $ -- $ -- $ -- $ --

Common shares issued to
Founder for cash at $0.001
per share (par value
$0.0001) on August 4, 2010 9,000,000 900 8,100 -- 9,000

Loss for the period from
inception on August 4,
2010 to August 31, 2010 .. -- -- -- (2,083) (2,083)
--------- ------ ---------- ---------- --------

Balance - August 31, 2010 9,000,000 $ 900 $ 8,100 $ (2,083) $ 6,917
========= ====== ========== ========== =======

The accompanying notes are an integral part of the financial statements.

F-5

INNOVO INC.
(A Development Stage Corporation)

Statement of Cash Flows

For the Period
from Inception
August 4, 2010
to
August 31, 2010
---------------
OPERATING ACTIVITIES

Net Loss .................................................... $ (2,083)

Changes in Operating Assets and Liabilities:
Increase (decrease) in accounts payable
and accrued liabilities .................................. 2,000
---------
Net cash used in operating activities ....................... (83)
---------

FINANCING ACTIVITIES

Common stock issued for cash ................................ 9,000
---------
Net cash provided by financing activities ................... 9,000
---------

INCREASE IN CASH AND CASH EQUIVALENTS ......................... 8,917

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .............. --
---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD .................... $ 8,917
=========

Supplemental Cash Flow Disclosures:

Cash paid for:
Interest expense .......................................... $ --
Income taxes .............................................. $ --

The accompanying notes are an integral part of the financial statements.

F-6

INNOVO INC.
(A Development Stage Corporation)

Notes to Financial Statements

For the Period from August 4, 2010 (Date of Inception) through August 31, 2010

1. BACKGROUND INFORMATION

INNOVO INC. (a Development Stage Company)(the "Company"), a Florida corporation,
was formed to distribute nationally recognized high quality coffee/beverage
product/s and subscription fulfillment service offerings that produce monthly
reoccurring donations/revenue for non-profit entities and profits for INNOVO
INC. Geared for Non-profit organizations, our offerings are intended to create a
continuous stream of donations by enabling fundraising 'Causes" to offer
nationally recognized quality consumables, shipped to their donor's door,
monthly, by subscription.

INNOVO INC. intends to partner with producers of nationally recognized brand
named quality consumables targeted to support non-profit fundraising. We
envision our service as a great advance in "perpetual fundraising" and a fit
within nationally recognized producers of quality consumables.

The Company was incorporated on August 4, 2010 (Date of Inception) with its
corporate headquarters located in Osprey, Florida and its year-end is August 31.

2. GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. For the period ended August 31, 2010,
the Company had no operations. As of August 31, 2010, the Company has not
emerged from the development stage. In view of these matters, the Company's
ability to continue as a going concern is dependent upon the Company's ability
to begin operations and to achieve a level of profitability. The Company intends
on financing its future development activities and its working capital needs
largely from the sale of public equity securities with some additional funding
from other traditional financing sources, including term notes until such time
that funds provided by operations are sufficient to fund working capital
requirements. The financial statements of the Company do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classifications of liabilities that might be
necessary should the Company be unable to continue as a going concern.

3. SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies followed are:

USE OF ESTIMATES - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

CASH AND CASH EQUIVALENTS - All cash, other than held in escrow, is
maintained with a major financial institution in the United States. Deposits
with this bank may exceed the amount of insurance provided on such deposits.
Temporary cash investments with an original maturity of three months or less are
considered to be cash equivalents.

RESEARCH AND DEVELOPMENT EXPENSES - Expenditures for research, development,
and engineering of products are expensed as incurred. There has been no research
and development cost incurred for the period August 4, 2010 (date of inception)
through August 31, 2010.

F-7

INNOVO INC.
(A Development Stage Corporation)

Notes to Financial Statements

COMMON STOCK - The Company records common stock issuances when all of the
legal requirements for the issuance of such common stock have been satisfied.

REVENUE AND COST RECOGNITION - The Company has no current source of revenue;
therefore the Company has not yet adopted any policy regarding the recognition
of revenue or cost.

ADVERTISING COSTS - The Company's policy regarding advertising is to expense
advertising when incurred. There has been no advertising cost incurred for the
period August 4, 2010 (date of inception) through August 31, 2010.

INCOME TAXES - Income taxes are provided for the tax effects of transactions
reported in the financial statements and consist of taxes currently due plus
deferred taxes resulting from temporary differences. Such temporary differences
result from differences in the carrying value of assets and liabilities for tax
and financial reporting purposes. The deferred tax assets and liabilities
represent the future tax consequences of those differences, which will either be
taxable or deductible when the assets and liabilities are recovered or settled.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized.

The Company adopted the provisions of FASB ASC 740-10 "Uncertainty in Income
Taxes" (ASC 740-10), on August 30, 2010. The Company has not recognized a
liability as a result of the implementation of ASC 740-10. A reconciliation of
the beginning and ending amount of unrecognized tax benefits has not been
provided since there is no unrecognized benefit since the date of adoption. The
Company has not recognized interest expense or penalties as a result of the
implementation of ASC 740-10. If there were an unrecognized tax benefit, the
Company would recognize interest accrued related to unrecognized tax benefits in
interest expense and penalties in operating expenses.

EARNINGS (LOSS) PER SHARE - Basic loss per share is computed by dividing net
loss attributable to common stockholders by the weighted average common shares
outstanding for the period. Diluted loss per share is computed giving effect to
all potentially dilutive common shares. Potentially dilutive common shares may
consist of incremental shares issuable upon the exercise of stock options and
warrants and the conversion of notes payable to common stock. In periods in
which a net loss has been incurred, all potentially dilutive common shares are
considered antidilutive and thus are excluded from the calculation. At August
31, 2010, the Company did not have any potentially dilutive common shares.

FINANCIAL INSTRUMENTS - In September 2006, the Financial Accounting Standards
Board (FASB) introduced a framework for measuring fair value and expanded
required disclosure about fair value measurements of assets and liabilities. The
Company adopted the standard for those financial assets and liabilities as of
August 30, 2010 and the impact of adoption was not significant. FASB Accounting
Standards Codification (ASC) 820 "Fair Value Measurements and Disclosures" (ASC
820) defines fair value as the exchange price that would be received for an
asset or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. ASC 820 also establishes a fair
value hierarchy that distinguishes between (1) market participant assumptions
developed based on market data obtained from independent sources (observable
inputs) and (2) an entity's own assumptions about market participant assumptions
developed based on the best information available in the circumstances
(unobservable inputs). The fair value hierarchy consists of three broad levels,

F-8

INNOVO INC.
(A Development Stage Corporation)

Notes to Financial Statements

which gives the highest priority to unadjusted quoted prices in active markets
for identical assets or liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3). The three levels of the fair value hierarchy are
described below:

o Level 1 - Unadjusted quoted prices in active markets that are accessible
at the measurement date for identical, unrestricted assets or liabilities.

o Level 2 - Inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly or indirectly,
including quoted prices for similar assets or liabilities in active markets;
quoted prices for identical or similar assets or liabilities in markets that are
not active; inputs other than quoted prices that are observable for the asset or
liability (e.g., interest rates); and inputs that are derived principally from
or corroborated by observable market data by correlation or other means.

o Level 3 - Inputs that are both significant to the fair value measurement
and unobservable.

Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of August 31,
2010. The respective carrying value of certain on-balance-sheet financial
instruments approximated their fair values due to the short-term nature of these
instruments. These financial instruments include accounts receivable, other
current assets, accounts payable, accrued compensation and accrued expenses. The
fair value of the Company's notes payable is estimated based on current rates
that would be available for debt of similar terms which is not significantly
different from its stated value.

On August 31, 2010, the Company applied ASC 820 for all non-financial assets
and liabilities measured at fair value on a non-recurring basis. The adoption of
ASC 820 for non-financial assets and liabilities did not have a significant
impact on the Company's financial statements.

Subsequent Events

Subsequent events have been updated through the date of the audit report.

RECENT ACCOUNTING PRONOUNCEMENTS

In October 2009, the FASB issued Accounting Standard Update ("ASU") No. 2009-13,
Multiple-Deliverable Revenue Arrangements ("ASU 2009-13") and No. 2009-14,
Certain Revenue Arrangements that include Software Elements ("ASU 2009-14").
These standards update FASB ASC 605, Revenue Recognition ("ASC 605") and FASB
ASC 985, Software ("ASC 985"). The amendments to ASC 605 requires entities to
allocate revenue in an arrangement using estimated selling prices of the
delivered goods and services based on a selling price hierarchy. The amendments
to ASC 985 remove tangible products from the scope of software revenue guidance
and provide guidance on determining whether software deliverables in an
arrangement that includes a tangible product are covered by the scope of the
software revenue guidance. These amendments to ASC 605 and ASC 985 should be
applied on a prospective basis for revenue arrangements entered into or
materially modified in fiscal years beginning on or after June 15, 2010, with
early adoption permitted. The Company will adopt these amendments on September
1, 2010. Management does not believe that the adoption of this standard will
have a material impact on the Company's financial statements.

F-9

INNOVO INC.
(A Development Stage Corporation)

Notes to Financial Statements

In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and
Disclosures ("ASU 2010-06"). This standard updates FASB ASC 820, Fair Value
Measurements ("ASC 820"). ASU 2010-06 requires additional disclosures about fair
value measurements including transfers in and out of Levels 1 and 2 and separate
disclosures about purchases, sales, issuances, and settlements relating to Level
3 measurements. It also clarifies existing fair value disclosures about the
level of disaggregation and about inputs and valuation techniques used to
measure fair value. The standard is effective for interim and annual reporting
periods beginning after December 15, 2009 except for the disclosures about
purchases, sales, issuances and settlements which is effective for fiscal years
beginning after December 15, 2010 and for interim periods within those fiscal
years. The Company will adopt ASU 2010-06 on September 1, 2010; management does
not expect the adoption to have a material impact on the financial statements.

Other recent accounting pronouncements issued by the FASB (including its EITF),
the AICPA, and the SEC did not or are not believed by management to have a
material impact on the Company's present or future financial statements.

4. RELATED PARTY TRANSACTIONS

In August 4, 2010, the Company sold 9,000,000 shares of common stock to its
founder for $0.001 per share.

The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities that become available. They may face a conflict in selecting
between the Company and other business interests. The Company has not formulated
a policy for the resolution of such conflicts.

The Company does not own or lease property or lease office space. The office
space used by the Company was arranged by the founder of the Company to use at
no charge.

The above terms and amounts are not necessarily indicative of the terms and
amounts that would have been incurred had comparable transactions been entered
into with independent parties.

5. INCOME TAXES

There are no current or deferred income tax expense or benefit for the period
ended August 31, 2010.

The provision for income taxes is different from that which would be obtained by
applying the statutory federal income tax rate to income before income taxes.
The items causing this difference are as follows:

August 4, 2010
(Date of Inception)
through
August 31, 2010
-------------------
Tax benefit at U.S. statutory rate ............... $ -
State income tax benefit, net of federal benefit. -
-------------------
$ -
===================

The Company did not have any temporary differences for the period from August 4,
2010 (Date of Inception) through August 31, 2010.

F-10

MANAGEMENT

Officers and Directors
----------------------

Our sole officer and director will serve until his successor is elected and
qualified. Our officers are elected by the board of directors to a term of one
(1) year and serve until their successor is duly elected and qualified, or until
they are removed from office. The board of directors has no nominating, auditing
or compensation committees.

The name, address, age and position of our president, secretary/treasurer, and
director and vice president is set forth below:

NAME AND ADDRESS AGE POSITION(S)
---------------- --- -----------
John J. Geldi. Jr. 65 President, Chief Executive Officer,
172 Yacht Harbor Dr. Chief Financial Officer, Principal
Osprey, FL 34229 Accounting Officer, Secretary,
Treasurer, Director

The person named above has held his offices/positions since the inception of our
company and is expected to hold his offices/positions until the next annual
meeting of our stockholders.

Business Experience
-------------------

JOHN J. GELDI, JR., SOLE OFFICER AND DIRECTOR

Mr. Geldi, Jr., is our founder and has served as our sole officer and director
since our inception. For over 25 years, Mr. Geldi has been owner and principal
of a family firm carrying on business in real estate sales, management and
project finance in Pennsylvania and southern Florida. From 1973 through 2006, he
was founding president of Charitable & Foundation Service located in Sarasota
Florida where he acted as an independent financial development executive and
management consultant for various charitable organizations specializing in
creating, managing, and restructuring charities, non-profit organizations and
foundations. In this capacity he has directed approximately $1.5 billion in
planned and major charitable gifts, and $500 million in annual and capital
gifts. His consulting duties have included consulting in the areas of financial
and administrative management, investment portfolio oversight, board and
volunteer training, marketing, and fundraising. Mr. Geldi was also a founding
director of the Catholic Community Foundation of Southwest Florida, Diocese of
Venice, a director of the United Way Foundation of Sarasota County (Sarasota,
Fl), Chief Planned Giving Officer of The Greater Lehigh Valley United Way
(Allentown, Pa), Director of Agency Relations of the United Way of Southeastern
Pennsylvania (Philadelphia, Pa), and Director of Development and Alumni
Relations of the Pennsylvania College Of Optometry (Philadelphia, Pa). For the
past five years, Mr. Geldi has not been involved in any Not for Profit
Organizations. Over the past five years Mr. Geldi has been focused on Real
Estate Activities, specifically the management of properties and the purchase
and sale of real estate as a broker.

Mr. Geldi holds an M.B.A. in marketing and finance from The Wharton School of
the University of Pennsylvania and a Bachelor of Science in Administrative
Management from Temple University. He has also served in the United States Army
Defense Intelligence Agency where he was awarded various medals for service.

OTHER DIRECTORSHIPS

Mr. Geldi, does not hold, and has not held during the past five years, any other
directorships in any company with a class of securities registered pursuant to
section 12 of the Exchange Act or subject to the requirements of section 15(d)
of such Act or any company registered as an investment company under the
Investment Company Act of 1940.

CONFLICTS OF INTEREST

Mr. Geldi, is not obligated to commit his full time and attention to our
business and, accordingly, he may encounter a conflict of interest in allocating
his time between our operations and those of other businesses. In the course of
his other business activities, he may become aware of investment and business
opportunities which may be appropriate for presentation to us as well as other
entities to which he owes a fiduciary duty. As a result, he may have conflicts
of interest in determining to which entity a particular business opportunity
should be presented. He may also in the future become affiliated with entities
that are engaged in business activities similar to those we intend to conduct.

In general, officers and directors of a corporation are required to present
business opportunities to the corporation if:

o the corporation could financially undertake the opportunity;

o the opportunity is within the corporation's line of business; and

o it would be unfair to the corporation and its stockholders not to bring
the opportunity to the attention of the corporation.

Our sole Officer and Director, John J. Geldi, Jr, owns 9,000,000 shares of
common stock representing 100% of our outstanding stock. Mr. John J. Geldi, Jr,
will own 9,000,000 shares of our common stock after this offering is completed
representing 72% of our outstanding shares assuming the entire offering is sold,
77.4% of our outstanding shares assuming 75% of the offering is sold, 83.7%. of
our outstanding shares assuming 50% of the offering is sold, and 91.1% of our
outstanding shares assuming that 25% of the offering is sold. As a result, he
will have control of us even if the entire offering is sold and will be able to
choose all of our directors and set his own salary. Mr. Geldi does not currently
receive compensation for his services to the Company, although he expects to
draw a salary in the future if our business becomes established. Mr. Geldi
anticipates that a number of factors will influence his compensation at any
given time, including the financing available to us, the size of our operations,
the availability of affordable and qualified labor, and Mr. Geldi's own personal
availability and employment status. For example, if we are unable to identify or
to adequately compensate an employee or consultant to provide services, Mr.
Geldi may determine that it is in our best interest for him to perform other
services and to receive a salary commensurate with that work. In any case, Mr.
Geldi expects to receive compensation that is in keeping with the size of the
Company and the market value of any services he may provide to the Company from
time to time, such as day to day management of the Company's business, technical
consulting or otherwise. Such compensation may range in value from $35,000 per
year to $100,000 dollars per year or more. Nevertheless, because all decisions
regarding the determination of Mr. Geldi's compensation will be made exclusively
by him, there is no assurance that his compensation will be in keeping with the
market value of his services, or in keeping with the best interests or the
Company or its shareholders.

We do not believe, at this point, Mr. Geldi has any conflicts of interest in
this business.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Sole Director has not established any committees, including an Audit
Committee, a Compensation Committee or a Nominating Committee, any committee
performing a similar function. The functions of those committees are being
undertaken by our sole director. Because we do not have any independent
directors, our sole director believes that the establishment of committees of
the Board would not provide any benefits to our company and could be considered
more form than substance.

We do not have a policy regarding the consideration of any director candidates
that may be recommended by our stockholders, including the minimum
qualifications for director candidates, nor has our sole director established a
process for identifying and evaluating director nominees. We have not adopted a
policy regarding the handling of any potential recommendation of director
candidates by our stockholders, including the procedures to be followed. Our
sole director has not considered or adopted any of these policies as we have
never received a recommendation from any stockholder for any candidate to serve
on our Board of Directors. Given our relative size and lack of directors and
officers insurance coverage, we do not anticipate that any of our stockholders
will make such a recommendation in the near future.

While there have been no nominations of additional directors proposed, in the
event such a proposal is made, all current members of our Board will participate
in the consideration of director nominees.

Our Sole Director is not an "audit committee financial expert" within the
meaning of Item 401(e) of Regulation S-K. In general, an "audit committee
financial expert" is an individual member of the audit committee or Board of
Directors who:

o understands generally accepted accounting principles and financial
statements;

o is able to assess the general application of such principles in connection
with accounting for estimates, accruals and reserves;

o has experience preparing, auditing, analyzing or evaluating financial
statements comparable to the breadth and complexity to our financial
statements;

o understands internal controls over financial reporting; and

o understands audit committee functions.

Our Board of Directors is comprised of solely of Mr. Geldi, who was integral to
our formation and who is involved in our day to day operations. While we would
prefer to have an audit committee financial expert on our board of directors,
Mr. Geldi, does not have a professional background in finance or accounting. As
with most small, early stage companies until such time our company further
develops its business, achieves a stronger revenue base and has sufficient
working capital to purchase directors and officers insurance, the Company does
not have any immediate prospects to attract independent directors. When the
Company is able to expand our Board of Directors to include one or more
independent directors, the Company intends to establish an Audit Committee of
our Board of Directors. It is our intention that one or more of these
independent directors will also qualify as an audit committee financial expert.
Our securities are not quoted on an exchange that has requirements that a
majority of our Board members be independent and the Company is not currently
otherwise subject to any law, rule or regulation requiring that all or any
portion of our Board of Directors include "independent" directors, nor are we
required to establish or maintain an Audit Committee or other committee of our
Board of Directors.

EXECUTIVE COMPENSATION

We have made no provisions for paying cash or non-cash compensation to our sole
officer and director. No salaries are being paid at the present time, no
salaries or other compensation were paid in cash, or otherwise, for services
performed prior to August 4, 2010, our date of inception, and no compensation
will be paid unless and until our operations generate sufficient cash flows.

The table below summarizes all compensation awarded to, earned by, or paid to
our named executive officer for all services rendered in all capacities to us
for the period from inception August 4, 2010 through August 31, 2010.

SUMMARY COMPENSATION TABLE

Changes in
Pension Value
Non-Equity And
Incentive Non Qualified
Name and Stock Option Plan Deferred
principal Salary Bonus Awards Awards Compensation Compensation All Other Total
position Year ($) ($) ($) ($) ($) Earnings ($) Compensation ($)
---------- ---- ------ ----- ------ ------ ------------ ------------- ------------ -----

John J 2010 0 0 0 0 0 0 0 0
Geldi, Jr.
President,
Principal
Financial
Officer,
Director

We have not paid any salaries to our sole officer and director as of the date of
this Prospectus. We do not anticipate beginning to pay salaries until we have
adequate funds to do so. There are no other stock option plans, retirement,
pension, or profit sharing plans for the benefit of our officers and director
other than as described herein.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The table below summarizes all unexercised options, stock that has not vested,
and equity incentive plan awards for each named executive officer as of August
31, 2010.

OPTION AWARDS STOCK AWARDS
----------------------------------------------------------------- -----------------------------------------------
Equity
Equity Incentive
Incentive Plan Awards:
Number Market Plan Awards: Market or
Equity of Value of Number of Payout Value
Incentive Plan Shares Shares or Unearned of Unearned
Number of Number of Awards: Number or Units Units of Shares, Shares,
Securities Securities of Securities of Stock Stock Units or Units or
Underlying Underlying Underlying That That Have Other Rights Other Rights
Unexercised Unexercised Unexercised Option Option Have Not Not That Have That Have
Option (#) Options (#) Unearned Exercise Expiration Vested Vested Not Vested Not Vested
Name Exercisable Unexercisable Options (#) Price ($) Date (#) ($) (#) (#)
---------- ----------- ------------- -------------- --------- ---------- -------- --------- ------------ ------------

John J. - - - - - - - - -
Geldi, Jr.

There were no grants of stock options from inception to the date of this
Prospectus.

We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance. Our Sole Director has not adopted a stock
option plan. We have no plans to adopt a stock option plan, but may choose to do
so in the future. If such a plan is adopted, this may be administered by the
board or a committee appointed by the board (the "Committee"). The committee
would have the power to modify, extend or renew outstanding options and to
authorize the grant of new options in substitution therefore, provided that any
such action may not impair any rights under any option previously granted. We
may develop an incentive based stock option plan for our officers and directors
and may reserve up to 10% of our outstanding shares of common stock for that
purpose.

OPTIONS GRANTS DURING THE LAST FISCAL YEAR / STOCK OPTION PLANS

We do not currently have a stock option plan in favor of any director, officer,
consultant or employee of our company. No individual grants of stock options,
whether or not in tandem with stock appreciation rights known as SARs or
freestanding SARs have been made to our sole director and officer since our
inception; accordingly, no stock options have been granted or exercised by our
sole director and officer since we were founded.

AGGREGATED OPTIONS EXERCISES IN LAST FISCAL YEAR

No individual grants of stock options, whether or not in tandem with stock
appreciation rights known as SARs or freestanding SARs have been made to our
sole director and officer since our inception; accordingly, no stock options
have been granted or exercised by our sole director and officer since we were
founded.

LONG-TERM INCENTIVE PLANS AND AWARDS

We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance. No individual grants or agreements
regarding future payouts under non-stock price-based plans have been made to our
sole director and officer or any employee or consultant since our inception;
accordingly, no future payouts under non-stock price-based plans or agreements
have been granted or entered into or exercised by our sole director and officer
or employees or consultants since we were founded.

COMPENSATION OF DIRECTORS

Our Sole Director is not compensated by us for acting as such. He is reimbursed
for reasonable out-of-pocket expenses incurred. There are no arrangements
pursuant to which our sole director is or will be compensated in the future for
any services provided as a director.

We do not have any agreements for compensating our directors for their services
in their capacity as directors, although such directors are expected in the
future to receive stock options to purchase shares of our common stock as
awarded by our board of directors.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, CHANGE-IN-CONTROL ARRANGEMENTS

There are no employment contracts or other contracts or arrangements with our
officers or directors other than those disclosed in this report. There are no
compensation plans or arrangements, including payments to be made by us, with
respect to Mr. Geldi, that would result from her resignation, retirement or any
other termination. There are no arrangements for directors, officers or
employees that would result from a change-in-control.

INDEBTEDNESS OF DIRECTORS, SENIOR OFFICERS, EXECUTIVE OFFICERS AND OTHER
MANAGEMENT

Neither our sole officer and director nor any associate or affiliate of our
company during the last two fiscal years is or has been indebted to our company
by way of guarantee, support agreement, letter of credit or other similar
agreement or understanding currently outstanding.

DIRECTOR COMPENSATION

The table below summarizes all compensation awarded to, earned by, or paid to
our sole director for all services rendered in all capacities to us for the
period from inception August 4, 2010 through August 31, 2010.

DIRECTOR COMPENSATION

Changes in
Pension Value
and
Fees Non-Equity Non-Qualified
Earned Incentive Deferred
or Paid Stock Option Plan Compensation All Other
in Cash Awards Awards Compensation Earnings Compensation Total
Name ($) ($) ($) ($) ($) ($) ($)
------------------ ------- ------ ------ ------------ ------------- ------------ -----

John J. Geldi, Jr. 0 0 0 0 0 0 0

At this time, we have not entered into any employment agreements with our sole
officer and director. If there is sufficient cash flow available from our future
operations, we may enter into employment agreements with our sole officer and
director or future key staff members.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of the date of this prospectus, the total
number of shares owned beneficially by our sole officer and director, and key
employees, individually and as a group, and the present owners of 5% or more of
our total outstanding shares. The stockholder listed below has direct ownership
of his shares and possesses sole voting and dispositive power with respect to
the shares.

Name and Address of Amount and Nature of Percent of
Title of Class Owner [1] Ownership Class [2]
-------------- --------------------- -------------------- ----------

Common Stock John J. Geldi, Jr. 9,000,000 100%
172 Yacht Harbor Dr.
Osprey, FL 34229

All Officers and 9,000,000 100%
Directors as a Group
(1 person)

[1] The person named above may be deemed to be a "parent" and "promoter" of our
company, within the meaning of such terms under the Securities Act of 1933, as
amended. Mr. Geldi is the only "promoter" of our company. Mr. Geldi is also our
sole officer and director.

[2] Based on 9,000,000 shares issued and outstanding as of the date of this
prospectus

CHANGE IN CONTROL

We are not aware of any arrangement that might result in a change in control of
our company in the future.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

On August 4, 2010 we issued 9,000,000 shares of our common stock to our sole
officer and director at $0.001 per share for aggregate proceeds of $9,000.

There have been no other transactions since our audit date, August 31, 2010, or
any currently proposed transactions in which we are, or plan to be, a
participant and in which any related person had or will have a direct or
indirect material interest.

DIRECTOR INDEPENDENCE

We intend to have our Securities quoted on the OTC Bulletin Board which does not
have any director independence requirements. Once we engage further directors
and officers, we plan to develop a definition of independence and scrutinize our
Board of Directors with regard to this definition.

LEGAL PROCEEDINGS

We intend to furnish annual reports to stockholders, which will include audited
financial statements reported on by our Certified Public Accountants. In
addition, we will issue unaudited quarterly or other interim reports to
stockholders, as we deem appropriate or required by applicable securities
regulations.

DISCLOSURE OF COMMISSION'S POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES

Our Bylaws do not provide a provision that we will indemnify our directors and
officers.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers or control persons pursuant to the
foregoing provisions, we have been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

REPORTS TO SECURITY HOLDERS

We are not required to deliver an annual report to our stockholders but will
voluntarily send an annual report, together with our annual audited financial
statements. Any Securities and Exchange Commission filings that we do file will
be available to the public over the internet at the SEC's website at
http://www.sec.gov. The public may read and copy any materials filed by us with
the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC
20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer.
The SEC maintains an internet site that

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

Peter Messineo, CPA, has audited our Financial Statements for the period from
August 4, 2010 (date of inception) through August 31, 2010 and to the extent set
forth in its report, which are included herein in reliance upon the authority of
said firm as experts in accounting and auditing. There were no disagreements
related to accounting principles or practices, financial statement disclosure,
internal controls or auditing scope or procedure during the past fiscal years
and interim period.

CODE OF BUSINESS CONDUCT AND ETHICS

On August 4, 2010 we adopted a Code of Ethics and Business Conduct which is
applicable to our employees and which also includes a Code of Ethics for our CEO
and principal financial officers and persons performing similar functions. A
code of ethics is a written standard designed to deter wrongdoing and to promote

o honest and ethical conduct,

o full, fair, accurate, timely and understandable disclosure in regulatory
filings and public statements,

o compliance with applicable laws, rules and regulations,

o the prompt reporting violation of the code, and

o accountability for adherence to the code.

A copy of our Code of Business Conduct and Ethics has been filed with the
Securities and Exchange Commission as an exhibit to this S-1 filing. Any person
desiring a copy of the Code of Business Conduct and Ethics, can obtain one by
going to Edgar and looking at the attachments to our this S-1 filing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission, 100 F Street NE,
Washington, D.C. 20549, under the Securities Act of 1933 a registration
statement on Form S-1 of which this prospectus is a part, with respect to the
common shares offered hereby. We have not included in this prospectus all the
information contained in the registration statement, and you should refer to the
registration statement and our exhibits for further information.

In the Registration Statement, certain items of which are contained in exhibits
and schedules as permitted by the rules and regulations of the Securities and
Exchange Commission. You can obtain a copy of the Registration Statement from
the Securities and Exchange Commission by mail from the Public Reference Room of
the Securities and Exchange Commission at 100 F Street, NE, Washington, D.C.
20549, at prescribed rates. In addition, the Securities and Exchange Commission
maintains a Web site at http://www.sec.gov containing reports, proxy and
information statements and other information regarding registrants that file
electronically with the Securities and Exchange Commission. The Securities and
Exchange Commission's telephone number is 1-800-SEC-0330 (1-800-732-0330). These
SEC filings are also available to the public from commercial document retrieval
services.

You should rely only on the information contained in this prospectus. No finder,
dealer, sales person or other person has been authorized to give any information
or to make any representation in connection with this offering other than those
contained in this prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by INNOVO INC.
This prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby by anyone in any jurisdiction
in which such offer or solicitation is not authorized or in which the person
making such offer or solicitation is not qualified to do so or to any person to
whom it is unlawful to make such offer or solicitation.

DEALER PROSPECTUS DELIVERY OBLIGATION

Until a date, which is 90 days after the date of this prospectus, all dealers
that effect transactions in these securities whether or not participating in
this offering, may be required to deliver a prospectus. This is in addition to
the dealer' obligation to deliver a prospectus when acting as underwriters and
with respect to their unsold allotments or subscriptions.

STOCK TRANSFER AGENT

We have not engaged the services of a transfer agent at this time. However,
within the next twelve months we anticipate doing so. Until such a time a
transfer agent is retained, we will act as our own transfer agent.

PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS

RECENT SALES OF UNREGISTERED SECURITIES

During the last three fiscal years we have had the following issuances of
unregistered securities:

o In August 4, of 2010, we issued 9,000,000 shares to Mr. John J. Geldi, Jr.,
the Company's founder, in exchange for cash of $9,000. We relied upon Section
4(2) of the Securities Act, which exempts from registration "transactions by an
issuer not involving any public offering

It is our belief Mr. Geldi, had such knowledge and experience in financial and
business matters that he was capable of evaluating the merits and risks of the
investment and therefore did not need the protections offered by registering
their shares under Securities and Act of 1933, as amended. Mr. Geldi, certified
that he was purchasing the shares for their own accounts, with investment
intent. This offering was not accompanied by general advertisement or general
solicitation and the shares were issued with a Rule 144 restrictive legend.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The registrant will pay for all expenses incurred by this offering. Whether or
not all of the offered shares are sold, these expenses are estimated as follows:

Securities and Exchange Commission registration fee................. $ 4
Federal Taxes....................................................... $ -
State Taxes and Fees................................................ $ -
Listing Fees........................................................ $ -
Printing Fees....................................................... $ 246
Transfer Agent Fees................................................. $ 1,750
Accounting fees and expenses........................................ $ 2,500
Legal fees and expenses............................................. $ 4,000
--------
TOTAL .............................................................. $ 8,500
========

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under our Articles of Incorporation and Bylaws of the corporation, we do not
indemnify any officer or director who is made a party to any proceeding,
including a lawsuit, because of his position.

Regarding indemnification for liabilities arising under the Securities Act of
1933, which may be permitted to directors or officers under Florida law, we are
informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.

II-1

EXHIBITS

The following exhibits are filed as part of this registration statement,
pursuant to Item 601 of Regulation K. All exhibits have been previously filed
unless otherwise noted.

EXHIBIT NO. DOCUMENT DESCRIPTION
----------- --------------------
3.1 Articles of Incorporation of INNOVO INC.*
3.2 Bylaws of INNOVO INC.*
4.1 Specimen Stock Certificate of INNOVO INC.*
5.1 Opinion of Legal Counsel.
14.1 Code of Ethics.*
23.1 Consent of Accountants.
23.2 Consent of Counsel. (included in Exhibit 5.1)
99.1 Subscription Agreement of INNOVO INC.*
---------
* previously filed

UNDERTAKINGS

The registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;

2. That for the purpose of determining liability under the Securities Act,
each post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof;

3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering; and

II-2

4. That, for the purpose of determining liability of the registrant under the
Securities Act to any purchaser in the initial distribution of the
securities, the registrant undertakes that in a primary offering of
securities of the registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by
means of any of the following communications, the registrant will be a
seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the registrant relating
to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or
on behalf of the registrant or used or referred to by the
registrant;

(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the registrant or its
securities provided by or on behalf of the registrant; and

(iv) Any other communication that is an offer in the offering made by the
registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

Each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the date
it is first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Osprey, Florida, on
December 29, 2010.

INNOVO INC.

By: /s/ John J. Geldi, Jr.
----------------------
John J. Geldi, Jr.
President, Chief Executive Officer,
Chief Financial Officer, Principal
Accounting Officer, Secretary,
Treasurer, Director

In accordance with the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates stated.

SIGNATURES TITLE DATE
---------------------- ----------------------------------- -----------------

/s/ John J. Geldi, Jr. President, Chief Executive Officer, December 29, 2010
---------------------- Chief Financial Officer, Principal
John J. Geldi, Jr. Accounting Officer, Secretary,
Treasurer, Director

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Innovo Inc. - FORM S-1/A - December 29, 2010

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