UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549


                               FORM 10-QSB


(Mark One)
( X )  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

       For the quarterly period ended April 30, 2004

(   )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

       For the transition period from        to
                                      ------    ------

                    Commission file number 000-50613

                            DEVELOCAP, INC.
   (Exact name of small business issuer as specified in its charter)


              Nevada
    (State or other jurisdiction                  (IRS Employer
  of incorporation or organization)           Identification Number)

                          180 Pineridge Drive
                        Bainbridge, GA 39817-8261
                (Address of principal executive offices)

                              219-246-6060
                       (Issuer's telephone number)

Check whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for
the past 90 days. 1  Yes ( X )*   No (   )

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 60,000,000 shares
of Common Stock, as of June 15, 2004.

Transitional Small Business Disclosure Format (check one): Yes (   )
No ( X )
1  Issuer filed Form 10SB registration statement on March 2, 2004 and
thereby became subject to filing requirements 60 days thereafter.




                             DEVELOCAP, INC.

                                 INDEX

PART I
FINANCIAL INFORMATION


                                                           Page Number
PART I

Item 1 - Unaudited Condensed Financial Statements:
         Condensed Balance Sheet as of  April 30, 2004              3

  Condensed Statement of Operations for the
  Three Months Ended April 30, 2004                                 4

  Statement of Cash Flows for the
  Three Months Ended April 30, 2004                                 5

  Notes to Unaudited Condensed Financial Statements                 6

Item 2. - Management's Discussion and Analysis or
          Plan of Operation                                         8

Item 3 -  Controls and Procedures                                  10


PART II.
  Other Information (Items 1-6)                                    10





                             DEVELOCAP, INC
                              Balance Sheet
                             April 30, 2004
                               (Unaudited)


                                 ASSETS
                                 ------

CURRENT ASSETS:

  Cash                                                     $        -
                                                           ----------

TOTAL ASSETS                                               $        -
                                                           ==========

                 LIABILITIES AND STOCKHOLDERS' DEFICIT
                 -------------------------------------

CURRENT LIABILITIES:

Accrued liabilities                                        $   15,000
                                                           ----------


STOCKHOLDERS' DEFICIT:

Preferred stock at $0.001 par value; 1,000,000 shares
  authorized, -0- outstanding                                       -
Common stock at $0.001 par value; authorized 99,000,000
 shares; 60,000,000 shares issued and outstanding              60,000
Additional paid-in capital                                      1,600
Accumulated deficit                                           (76,600)
                                                           ----------

     Total Stockholders' Deficit                              (15,000)
                                                           ----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                $        -
                                                           ==========





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




                             DEVELOCAP, INC.
                         Statement of Operations
                    Three Months Ended April 30, 2004
                               (Unaudited)


     Revenue                                               $        -
                                                           ----------

     General and administrative                                16,600
                                                           ----------

     Net loss                                              $  (16,600)
                                                           ==========

     Basic and diluted loss per share                      $     (.00)
                                                           ==========

     Weighted average number of
       common shares outstanding                           50,000,000
                                                           ==========





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




                             DEVELOCAP, INC.
                         Statement of Cash Flows
                    Three Months Ended April 30, 2004
                               (Unaudited)


OPERATING ACTIVITIES:
Net Loss                                                   $  (16,600)

Expenses associated with the granting of stock options          1,600
Net change in accrued liabilities                              15,000
                                                           ----------
Net Cash Provided by Operating Activities                           -

FINANCING ACTIVITIES:                                               -

INCREASE IN CASH AND CASH EQUIVALENTS                               -

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                    -
                                                           ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                 $        -
                                                           ==========

SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES:
Cash Paid For:
  Interest                                                 $        -
                                                           ==========
  Income taxes                                             $        -
                                                           ==========





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





                             DEVELOCAP, INC.

                NOTES TO CONDENSED FINANCIAL STATEMENTS

                               (Unaudited)


NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been
prepared in accordance with accounting principles generally accepted in
the United States of America for interim financial information and with
the instructions to Form 10-QSB and Item 310 of Regulation S-B.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a
fair presentation have been included.  Operating results for the three-
month period ended April 30, 2004 are not necessarily indicative of the
results that may be expected for the year ending January 31, 2005. For
further information, refer to the financial statements and footnotes
thereto included in the Company's Form 10-SB for the fiscal period
ended January 31, 2004.


NOTE 2 - ORGANIZATION

Develocap, Inc. (the "Company") was incorporated under the laws of the
State of Nevada on January 23, 2004. By the end of June 2004, it
intends to file a notice with the Securities and Exchange Commission of
its intent to elect in good faith, within 90 days from the date of such
filing, to be regulated as a Business Development Company under the
Investment Company Act of 1940 and be subject to Sections 54 through 65
of said Act.

NOTE 2 - STOCK OPTION PLAN

Pursuant to a January 28, 2004 Board of Directors approval and
subsequent stockholder approval, the Company adopted its 2004 Non-
Statutory Stock Option Plan (the "Plan") whereby it reserved for
issuance up to 20,000,000 shares of its common stock. The purpose of
the Plan is to provide directors, officers and employees of,
consultants, attorneys and advisors to the Company and its subsidiaries
with additional incentives by increasing their ownership interest in
the Company.  Directors, officers and other employees of the Company
and its subsidiaries are eligible to participate in the Plan.  Options
in the form of Non-Statutory Stock Options ("NSO") may also be granted
to directors who are not employed by the Company and consultants,
attorneys and advisors to the Company providing valuable services to
the Company and its subsidiaries.  In addition, individuals who have
agreed to become an employee of, director of or an attorney, consultant
or advisor to the Company and/or its subsidiaries are eligible for
option grants, conditional in each case on actual employment,
directorship or attorney, advisor and/or consultant status.  The Plan
provides for the issuance of NSO's only, which are not intended to
qualify as "incentive stock options" within the meaning of Section 422
of the Internal Revenue Code, as amended.



The Board of Directors of the Company or a Compensation Committee (once
established) will administer the Plan with the discretion generally to
determine the terms of any option grant, including the number of option
shares, exercise price, term, vesting schedule and the post-termination
exercise period.  Notwithstanding this discretion (i) the term of any
option may not exceed 10 years and (ii) an option will terminate as
follows: (a) if such termination is on account of termination of
employment for any reason other than death, without cause, such options
shall terminate one year thereafter; (b) if such termination is on
account of death, such options shall terminate 15 months thereafter;
and (c) if such termination is for cause (as determined by the Board of
Directors and/or Compensation Committee), such options shall terminate
immediately.  Unless otherwise determined by the Board of Directors or
Compensation Committee, the exercise price per share of common stock
subject to an option shall be equal to no less than 10 percent of the
fair market value of the common stock on the date such option is
granted.  No NSO shall be assignable or otherwise transferable except
by will or the laws of descent and distribution or except as permitted
in accordance with SEC Release No.33-7646 as effective April 7, 1999.

The Plan may be amended, altered, suspended, discontinued or terminated
by the Board of Directors without further stockholder approval, unless
such approval is required by law or regulation or under the rules of
the stock exchange or automated quotation system on which the common
stock is then listed or quoted.  Thus, stockholder approval will not
necessarily be required for amendments which might  increase the cost
of the Plan or broaden eligibility except that no amendment or
alteration to the Plan shall be made without the approval of
stockholders which would (a) decrease the NSO price (except as provided
in paragraph 9 of the Plan) or change the classes of persons eligible
to participate in the Plan or (b) extend the NSO period or (c)
materially increase the benefits accruing to Plan participants or (d)
materially modify Plan participation eligibility requirements or (e)
extend the expiration date of the Plan.  Unless otherwise indicated the
Plan will remain in effect for a period of ten years from the date
adopted unless terminated earlier by the board of directors except as
to NSOs then outstanding, which shall remain in effect until they have
expired or been exercised.

The Company will file a Registration Statement on Form S-8 immediately
following the filing of this quarterly report on Form 10-QSB to
register those 20,000,000 shares of common stock underlying the options
in the Plan

Management issued 17,000,000 of the aforesaid options to certain
current members of its management team as well as other persons whom it
considers to be important to its current and proposed business
activities, with all options exercisable at $.001 per share for a
period of five years from date of issuance. The fair value of these
options of $1,600 was estimated at the date of grant using a Black-
Scholes option pricing model with the following range of assumptions
for the quarter ended April 30, 2004:

          Risk free interest rate                3.0 percent
          Expected dividend yield                  0 percent
          Expected lives                             5 years
          Expected volatility                      0 percent


No options have been exercised.





                                 ITEM 2

              MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
                             OF OPERATION

Safe Harbor Statement under the Private Securities Litigation Reform
Act of 1995

Certain matters discussed in this interim report on Form 10-QSB are
forward-looking statements. Such forward-looking statements contained
in this annual report involve risks and uncertainties, including
statements as to:

   our future operating results,

   our business prospects,

   our contractual arrangements and relationships with third parties,

   the dependence of our future success on the general economy and its
impact on the industries in which we may be involved,

   the adequacy of our cash resources and working capital, and

   other factors identified in our filings with the SEC, press releases
and other public communications.

These forward-looking statements can generally be identified as such
because the context of the statement will include words such as we
"believe," "anticipate," "expect," "estimate" or words of similar
meaning.   Similarly, statements that describe our future plans,
objectives or goals are also forward-looking statements.   Such
forward-looking statements are subject to certain risks and
uncertainties which are described in close proximity to such statements
and which could cause actual results to differ materially from those
anticipated as of the date of this Form 10-QSB.   Shareholders,
potential investors and other readers are urged to consider these
factors in evaluating the forward-looking statements and are cautioned
not to place undue reliance on such forward-looking statements.   The
forward-looking statements included herein are only made as of the date
of this report and we undertake no obligation to publicly update such
forward-looking statements to reflect subsequent events or
circumstances.

Operations

We are newly-organized and have not yet entered into any definitive
financing transactions with any portfolio companies.   We have no
experience relating to the identification, evaluation and acquisition
of target businesses and, accordingly, there is only a limited basis
upon which to evaluate our prospects for achieving our intended
business objectives.   To date, our efforts have been limited primarily
to organizational activities and preparation of documents to be filed
with the Securities and Exchange Commission.   We have no resources and
have realized no revenues to date.   In addition, we will not achieve
any revenues until, at the earliest, we are able to obtain funding,
make investments and sell our position of securities in an underlying
portfolio company for a profit. Innocap will be wholly dependent for
the selection, structuring, closing and monitoring of all of its


investments on the diligence and skill of its management, acting under
the supervision of Innocap's board of directors.   None of these
individuals has substantial experience in acquiring and investing in
growth stage companies, the negotiation of the terms of such
investments and the monitoring of such investments after they are made.
We cannot assure you that Innocap will attain its investment objective.

We will not commence operations until we (i) become regulated as a
Business Development Company under the Investment Company Act of 1940
and are subject to Sections 54 through 65 of said Act and (ii) raise
capital through the sales of shares pursuant to Regulation E of the
1933 Act.

Liquidity

We have not obtained any source of funding. We intend to raise our
initial capital through the sale of shares of our common stock. The
offer and sale of the shares will not be registered under the 1933 Act
because their issuance and sale is exempt from such registration
requirements pursuant to Regulation E of the 1933 Act.   Because the
first $5,000,000 raised will be from shares that will be acquired by
investors in transactions involving an exempt public offering pursuant
to Regulation E, they will be unrestricted or free-trading securities
and may be freely traded, transferred, assigned, pledged or otherwise
disposed of at the time of issuance.

We cannot make any assurances that we will be successful in selling the
common shares or, if sold, at what price.

Recent Accounting Pronouncements

No new pronouncement issued by the Financial Accounting Standards
Board, the American Institute of Certified Public Accountants or the
Securities and Exchange Commission is expected to have a material
impact on Roswell's financial position or reported results of
operations.



                               ITEM III

                        CONTROLS AND PROCEDURES

As of the end of the period covered by this Quarterly Report on Form
10-QSB, an evaluation of the effectiveness of the design and operation
of the Company's disclosure controls and procedures was carried out by
the Company under the supervision and with the participation of the
Company's Chief Executive Officer and Chief Financial Officer. Based on
that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures
have been designed and are being operated in a manner that provides
reasonable assurance that the information required to be disclosed by
the Company in reports filed under the Securities Exchange Act of 1934,
as amended, is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms. A system of
controls, no matter how well designed and operated, cannot provide
absolute assurance that the objectives of the system of controls are
met, and no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within a company
have been detected. There have been no changes in the Company's


internal controls over financial reporting that occurred during the
most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Company's internal controls
over financial reporting.



PART II  OTHER INFORMATION

Item 1  Legal Proceedings

None


Item 2  Changes in Securities and Small Business Issuer Purchases of
        Equity Securities

None


Item 3  Defaults Upon Senior Securities

None


Item 4  Submission of Matters to a Vote of Shareholders

On January 28, 2004, shareholders unanimously approved adoption of the
Company's 2004 Non-Statutory Stock Option Plan, referred to in Note 2
to the Unaudited Financial Statements. A copy of our Plan was filed as
Exhibit 10.1 to the Company's Registration Statement on Form 10-SB as
filed March 2, 2004.



Item 5  Other Information

None


Item 6  Exhibits and Reports on Form 8-K

None





Exhibit Number                     Description
     31.1          Section 302 Certification of Chief Executive Officer
                   and Chief Financial Officer

     32.1          Certification Pursuant to 18 U.S.C. Section 1350, as
                   Adopted Pursuant to Section 906 of
                   The Sarbanes- Oxley Act of 2002





Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                   Develocap, Inc.
                                   -------------------------
                                   (Registrant)




                                   /s/ Jimmy B. Holton
                                   -------------------------
                                   By:  Jimmy B. Holton
                                        President



June 18, 2004











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