UNITED STATES SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549  FORM
10-Q  (Mark One) x QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended July
31, 2008   oTRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from
_______to________  Commission
file number 000-50612  INNOCAP, INC. (Exact name of registrant as specified in
its charter)   Nevada
010721929(State or other jurisdiction
(IRS Employerof incorporation or
organization)
Identification
Number)  3113 Madison Drive Atlanta, GA  30346 (Address of principal executive offices)  7703784180 (Registrants telephone number) Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act of 1934 during the preceding 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.  Yes x   No o  Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company filer.  See definition of accelerated filer and
large accelerated filer in Rule 12b-2 of the Exchange Act (Check one):  Large Accelerated Filer o    Accelerated Filer o        Non-Accelerated
Filer o Smaller Reporting Company x  Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes o    No x  Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act). Yes x  No o  At September 12, 2008 the number of shares of the
Registrants common stock outstanding was 5,000,000.    1    INNOCAP,
INC.   INDEX    PART IITEM 1
FINANCIAL STATEMENTS
4ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
10ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
14ITEM 4
CONTROLS AND PROCEDURES
14PART IIITEM I
LEGAL PROCEEDINGS
15ITEM 2
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
15ITEM 3
DEFAULTS  UPON SENIOR SECURITIES
15ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
15ITEM 5
OTHER INFORMATION
15ITEM 6
EXHIBITS
15        2    PART I   This Quarterly Report
includes forward-looking statements within the meaning of the Securities
Exchange Act of 1934 (the Exchange Act). These statements are based on
management's beliefs and assumptions, and on information currently available to
management. Forward-looking statements include the information concerning
possible or assumed future results of operations of the Company set forth under
the heading Management's Discussion and Analysis of Financial Condition or Plan
of Operation. Forward-looking statements also include statements in which words
such as expect,  anticipate,  intend,  plan, 
believe,  estimate,  consider or similar expressions are used.  Forward-looking
statements are not guarantees of future performance. They involve risks,
uncertainties and assumptions. The Company's future results and shareholder
values may differ materially from those expressed in these forward-looking
statements. Readers are cautioned not to put undue reliance on any
forward-looking statements.   3    ITEM 1 FINANCIAL STATEMENTS  INNOCAP, INC (a development stage company) Balance Sheets   July 31, 2008

January 31, 2008(unaudited)ASSETSCURRENT ASSETS:Cash
$
-
$
-TOTAL ASSETS
$
-
$
-LIABILITIES
AND STOCKHOLDERS DEFICITCURRENT LIABILITIES:Accrued liabilities
$
12,250
$
88,000STOCKHOLDERS DEFICIT:Preferred
stock at $0.001 par value; 1,000,000 shares authorized, none issued and
outstanding at either date

-

-Common
stock at $0.001 par value; 190,000,000 shares authorized; 5,000,000 and
680,000 shares issued and outstanding, respectively

5,000

680Additional
paid-in capital

164,600

68,920Deficit
accumulated during the development stage

(181,850)

(157,600)Total stockholders deficit

(12,250)

(88,000)TOTAL
LIABILITIES AND STOCKHOLDERS DEFICIT
$
-
$
-See accompanying
notes to the financial statements.    4    INNOCAP,
INC. (a development stage company) Statements of Operations (Unaudited)   For the
Three
Months
Ended
July 31,

For the
Three
Months
Ended
July 31,

For the
Period from
January 23,
2004
(inception)
through
July 31,2008

2007

2008General and administrative
$
22,750
$
1,500
$
181,850Net loss
$
(22,750)
$
(1,500)
$
(181,850)Net loss
per common share -basic and diluted
$
(0.02)
$
(0.00)Weighted
average number of common shares  outstanding  basic and
diluted

1,478,261

680,000    See accompanying notes to the financial
statements.     5    INNOCAP,
INC. (a development stage company) Statements of Operations (Unaudited)   For the Six
Months
Ended
July 31,

For the Six
Months
Ended
July 31,

For the
Period from
January 23,
2004
(inception)
through
July 31,2008

2007

2008General and administrative
$
24,250
$
3,000
$
181,850Net loss
$
(24,250)
$
(3,000)
$
(181,850)Net loss
per common share -basic and diluted
$
(0.02)
$
(0.00)Weighted
average number of common shares  outstanding  basic and
diluted

1,083,516

680,000    See accompanying notes to the financial
statements.    6    INNOCAP,
INC (a development stage company) Statement of Stockholders Deficit For the Period from January 23, 2004
(inception) through July 31, 2008 (Unaudited)   Common Shares
Amount
Additional Paid-in Capital
Deficit
Accumulated During Development
Stage
TotalBalance,
February 1, 2005
680,000
$680
$ 68,920
$ (109,600)
$ (40,000)Net loss
for the year



(21,500)
(21,500)Balance,
January 31, 2006
680,000
680
68,920
(131,100)
(61,500)Net loss
for the year



(12,000)
(12,000)Balance,
January 31, 2007
680,000
680
68,920
(143,100)
(73,500)Net loss
for the year



(14,500)
(14,500)Balance,
January 31, 2008
680,000
680
68,920
(157,600)
(88,000)Issuance of
shares for debt
4,320,000
4,320
95,680

100,000Net loss



(24,250)
(24,250)Balance,
July 31, 2008
5,000,000
$ 5,000
$ 164,600
$ (181,850)
$ (12,250)See accompanying notes to the
financial statements    7    INNOCAP,
INC. (a development stage company) Statements of Cash Flows (Unaudited)  For the Six
Months
Ended
July 31,

For the Six
Months
Ended
July 31,

For the
Period from
January 23,
2004
(inception)
through
July 31,2008

2007

2008OPERATING ACTIVITIES:Net Loss
$
(24,250)
$
(3,000)
$
(181,850)Adjustment
to reconcile net loss to net cash used in operating activities:Stock-based compensation

-

-

51,600Net change in accrued
liabilities

24,250

3,000

112,250Net Cash Used by Operating
Activities

-

-

(18,000)FINANCING ACTIVITIES:Sale of common stock

-

-

18,000INCREASE IN
CASH

-

-

-CASH AT
BEGINNING OF PERIOD

-

-

-CASH AT END
OF PERIOD
$
-
$
-
$
-SUPPLEMENTAL
SCHEDULE OF CASH FLOW ACTIVITIES:Cash Paid For:Interest
$
-
$
-
$
-Income taxes
$
-
$
-
$
-  See accompanying notes to the financial
statements    8    INNOCAP,
INC. (A DEVELOPMENT STATE COMPANY) NOTES TO THE FINANCIAL STATEMENTS July 31, 2008 and 2007  (Unaudited)  NOTE 1 -- ORGANIZATION  Innocap, Inc. (the
Company) was incorporated under the laws of the State of Nevada on January 23,
2004. In June 2004, it filed 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 (BDC) under the
Investment Company Act of 1940 and be subject to Sections 54 through 65 of said
Act. In July 2008 the Company withdrew its election and ceased being a BDC. At
that time, it decided to use the business connections of its president and
become a consulting business. Its goal is to use subcontractors and independent
contractors to provide strategic business planning and management consulting to
small domestic companies and to assist medium sized international companies to
establish a business presence in the United States.  In July 2008 the Company
effected a 1 to 100 reverse split of shares of its common stock and issued
4,320,000 new shares to settle liabilities of $100,000. All share and per share
amounts in the accompanying financial statements give retroactive effect to the
reverse split.  The Company has not
generated significant revenues from its planned principal operations and is
considered a development stage company as defined in Statement of Financial
Accounting Standards No. 7.  As part of their plan to
augment the Companys financial resources and consider attractive business
opportunities, the Company and its principal stockholders have entered into
preliminary discussions with an unaffiliated third party with respect to a
potential merger transaction which could result in change of control/ownership
and new management.  NOTE 2 -- 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 (US
GAAP) for interim financial information.  Accordingly, they do not include
all of the information and footnotes required by US GAAP for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation have been
included.  Operating results for the three and six-month periods ended July
31, 2008 are not necessarily indicative of the results that may be expected for
the fiscal year ending January 31, 2009. For further information, refer to the
financial statements and footnotes thereto included in the Company's Form 10-K
for the fiscal year ended January 31, 2008.  NOTE 3 -- GOING CONCERN  The accompanying
financial statements have been prepared on a going concern basis which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.  At July 31, 2008 the Company had negative
working capital of $12,250, an accumulated deficit of $181,850 with no revenues.
These factors, among others, indicate that the Company's continuation as a going
concern is dependent upon its ability to achieve profitable operations or obtain
adequate financing. The financial statements do not include any adjustments
related to the recoverability and classification of recorded asset amounts or
the amounts and classification of liabilities that might be necessary should the
Company be unable to continue in existence.  As part of their plan to
augment the Companys financial resources and consider attractive business
opportunities, the Company and its principal stockholders have entered into
discussions with an unaffiliated third party with respect to a potential merger
transaction which could result in change of control/ownership and new
management. The discussions are in a preliminary phase. No assurances can be
given about the likelihood of a Closing taking place.   9    ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION  Safe Harbor
Statement under the Private Securities Litigation Reform Act of 1995  Certain matters
discussed in this interim report on Form 10-Q 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-Q.
 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.  The following discussion
and analysis provides information which management believes to be relevant to an
assessment and understanding of the Company's results of operations and
financial condition. This discussion should be read together with the Company's
financial statements and the notes to financial statements, which are included
in this report.  This management's
discussion and analysis or plan of operation should be read in conjunction with
the financial statements and notes thereto of the Company for the quarter ended
July 31, 2008. Because of the nature of a relatively new and growing company the
reported results will not necessarily reflect the future.  Operations  We were incorporated in
Nevada on January 23, 2004. In September 2004, we filed a notice of election to
be regulated as a BDC under the Investment Company Act of 1940 which made us a
closed-end management investment company. Our goal was to provide investors with
the opportunity to participate with a modest amount in venture capital
investments that are generally not available to the public and that typically
require substantially larger financial commitments.  We were unable to raise
the capital necessary to commence making investments as a BDC and have not
generated any revenue. As a result, we have been a development stage company
since inception.  To date, all of our efforts have been limited primarily
to organizational activities, planning and preparation of documents to be filed
with the SEC.  All of our expenses incurred since inception relate to fees
incurred for these purposes.   10    In July 2008 we withdrew our election and ceased being a BDC. At
that time, we decided to use the business connections of our president and
become a consulting business. Our goal is to obtain clients through our
presidents business contacts and then use subcontractors and independent
contractors to provide strategic business planning and management consulting to
these clients that are likely to be small domestic companies and medium sized
international companies trying to establish a business presence in the United
States.  As part of our plan to
augment our financial resources and consider attractive business opportunities,
we and our principal stockholders have entered into discussions with an
unaffiliated third party with respect to a potential merger transaction which
could result in change of control/ownership and new management.  There can be no
assurance that a merger or other significant transaction will be consummated
with the third party or, if consummated, that the Company or its stockholders
would realize any benefits from it. The Proposed Transactions, if consummated,
would constitute a change in control of the Company. No definitive agreements
have been entered into for the purpose of implementing the Proposed
Transactions. If the Proposed Transactions are consummated (or if a definitive
agreement with respect to the Proposed Transactions is entered into), a Form 8-K
describing the Proposed Transactions or agreement, as applicable, will be filed
by the Company with the Securities and Exchange Commission.  Other  As a corporate
policy,we will not incur any cash
obligations that we cannot satisfy with known resources, of which there are
currently none except as described in Liquidity below.  Liquidity  Innocap does not have
any credit facilities or other commitments for debt or equity financing. No
assurances can be given that advances when needed will be available. We do not
believe that we need significant funding to cover current operations because we
do not have a capital intensive business plan and also will use independent
contractors to assist in projects. We will use funding, if obtained, to cover
costs of being a public company, the salary of our president and to pay for
marketing materials and proposal efforts. We currently have no formal salary
arrangements with Dr. Schoomer. To the extent possible, we will issue shares of
our common stock to cover costs which arise in the normal course of
business.  We may seek private
capital following the effectiveness of this registration statement. Such
funding, which we anticipate would not exceed $100,000, will, if obtained, be
used to pay salaries and for the production of marketing materials. However, we
will conduct operations and seek client engagements even if no funding is
obtained. The private capital will be sought from former business associates of
our president or private investors referred to us by those associates. If a
market for our shares ever develops, of which there can be no assurances and
which is unlikely in the foreseeable future, we will use shares to compensate
employees/consultants wherever possible.  To date, we have not sought any
funding source and have not authorized any person or entity to seek out funding
on our behalf.  We are currently subject
to the reporting requirements of the Exchange Act of 1934 and will continue to
incur ongoing expenses associated with professional fees for accounting, legal
and a host of other expenses for annual reports and proxy statements. We
estimate that these costs may range up to $50,000 per year for the next few
years and will be higher if our business volume and activity increases. These
obligations will reduce our ability and resources to fund other aspects of our
business. We hope to be able to use our status as a public company to increase
our ability to use noncash means of settling obligations and compensating
independent contractors who provide services for us, although there can be no
assurances that we will be successful in any of those efforts. We will reduce
the compensation levels paid to management if there is insufficient cash
generated from operations to satisfy these costs.   11    To meet commitments that become due more than 12 months in the
future, we will have to obtain engagements in sufficient number and at
sufficient levels of profitability. There does not currently appear to be any
other viable source of long-term financing except that management may consider
various sources of debt and/or equity financing if the same financing can be
obtained on terms deemed reasonable to management.  In July 2008 we elected
to cease being a BDC and to become a consulting company. At that time, we
effected a 1 to 100 reverse split of shares of our common stock and issued
4,320,000 new shares to settle a substantial portion of our outstanding
liabilities.  Recent Accounting Pronouncements  In June 2003, the
Securities and Exchange Commission adopted final rules under Section 404 of the
Sarbanes-Oxley Act of 2002, as amended by SEC Releases No. 33-8934. Commencing
with our annual report for the fiscal year ended January 31, 2010, we will be
required to include a report of management on our internal control over
financial reporting. The internal control report must include a statement  § of managements responsibility for establishing and maintaining
adequate internal control over our financial reporting; § of managements assessment of the effectiveness of our internal
control over financial reporting as of year end; § of the framework used by management to evaluate the effectiveness
of our internal control over financial reporting; and  Furthermore, in the
following fiscal year, it is required to file the auditors attestation report
separately on the Companys internal control over financial reporting on whether
it believes that the Company has maintained, in all material respects, effective
internal control over financial reporting.  In September 2006, the
FASB issued Statement of Financial Accounting Standards No. 157, Fair Value
Measurement. This Statement defines fair value as used in numerous
accounting pronouncements, establishes a framework for measuring fair value in
generally accepted accounting principles and expands disclosure related to the
use of fair value measures in financial statements. The Statement is to be
effective for the Company's financial statements issued in 2008; however,
earlier application is encouraged. The Company is currently evaluating the
timing of adoption and the impact that adoption might have on its financial
position or results of operations.  In February 2007, the
FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS No. 159). SFAS No. 159 permits entities to
choose to measure, on an item-by-item basis, specified financial instruments and
certain other items at fair value. Unrealized gains and losses on items for
which the fair value option has been elected are required to be reported in
earnings at each reporting date. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007, the provisions of which are required to be
applied prospectively.  In June 2007, the
Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3, Accounting
for Nonrefundable Advance Payments for Goods or Services to be Used in Future
Research and Development Activities (EITF Issue No. 07-3), which is effective
for fiscal years beginning after December 15, 2007.  EITF Issue No.
07-3 requires that nonrefundable advance payments for future research and
development activities be deferred and capitalized.  Such amounts will
be recognized as an expense as the goods are delivered or the related services
are performed.  The Company does not expect the adoption of EITF Issue
No. 07-3 to have a material impact on the financial results of the Company.   12    In December 2007, the FASB issued FASB Statement No. 141 (Revised
2007),Business Combinations (SFAS No. 141(R)), which requires the
Company to record fair value estimates of contingent consideration and certain
other potential liabilities during the original purchase price allocation,
expense acquisition costs as incurred and does not permit certain restructuring
activities previously allowed under Emerging Issues Task Force Issue No. 95-3 to
be recorded as a component of purchase accounting.  SFAS No. 141(R)
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008, except for the presentation and disclosure
requirements, which shall be applied retrospectively for all periods presented.
The Company will adopt this standard at the beginning of the Companys fiscal
year ending January 31, 2009 for all prospective business acquisitions. The
Company has not determined the effect that the adoption of SFAS No. 141(R) will
have on its financial statements.  In December 2007, the
FASB issued FASB Statement No. 160,Noncontrolling Interests in Consolidated
Financial Statements - an amendment of ARB No. 51 (SFAS No. 160), which
causes non-controlling interests in subsidiaries to be included in the equity
section of the balance sheet.  SFAS No. 160 applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008, except for the presentation and disclosure requirements, which shall
be applied retrospectively for all periods presented.  The Company will
adopt this standard at the beginning of the Companys fiscal year ending January
31, 2010 for all prospective business acquisitions.  The Company has
not determined the effect that the adoption of SFAS No. 160 will have on its
consolidated financial statements.  In March 2008, the FASB
issued FASB Statement No. 161Disclosures about Derivative Instruments and
Hedging Activities an amendment of FASB Statement No. 133 (SFAS No. 161),
which changes the disclosure requirements for derivative instruments and hedging
activities.  Pursuant to SFAS No.161, Entities are required to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entitys financial
position, financial performance, and cash flows.  SFAS No. 161 is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008 with early application encouraged. SFAS No.
161 encourages but does not require disclosures for earlier periods presented
for comparative purposes at initial adoption.  In years after initial
adoption, this Statement requires comparative disclosures only for periods
subsequent to initial adoption.  The Company does not expect the
adoption of SFAS No. 161 to have a material impact on the financial results of
the Company.  Critical Accounting Policies  The preparation of
financial statements and related notes requires us to make judgments, estimates,
and assumptions that affect the reported amounts of assets, liabilities, revenue
and expenses, and related disclosure of contingent assets and liabilities.  An accounting policy is
considered to be critical if it requires an accounting estimate to be made based
on assumptions about matters that are highly uncertain at the time the estimate
is made, and if different estimates that reasonably could have been used, or
changes in the accounting estimates that are reasonably likely to occur
periodically, could materially impact the financial statements.  Financial Reporting
Release No. 60 requires all companies to include a discussion of critical
accounting policies or methods used in the preparation of financial
statements.  There are no critical policies or decisions that rely on
judgments that are based on assumptions about matters that are highly uncertain
at the time the estimate is made.  Seasonality  We do not yet have a basis to determine
whether our business will be seasonal.  13    Off-Balance Sheet Arrangements We have no off-balance
sheet arrangements, as defined in Item 303(a)(4)(ii) of
Regulation S-K, obligations under any guarantee contracts or contingent
obligations. We also have no other commitments, other than the costs of being a
public company that will increase our operating costs or cash requirements in
the future   ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK   Since we have no assets
at July 31, 2008, there is no quantitative information about market risk that
has any impact on our present business. Once we begin making investments in
eligible portfolio companies there will be market risk sensitive instruments and
we will disclose the applicable market risk information at that time.  ITEM 4  CONTROLS AND PROCEDURES  (a)
  Evaluation of Disclosure Controls and Procedures.  An evaluation was
carried out under the supervision and with the participation of the Company's
management, including the Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO") (in this case the same person), of the effectiveness of the
Company's disclosure controls and procedures as of July 31, 2008. Based on that
evaluation, the CEO/CFO has concluded that the Company's disclosure controls and
procedures are effective to provide reasonable assurance that: (i) information
required to be disclosed by the Company in reports that it files or submits
under the Securities Exchange Act of 1934 is accumulated and communicated to the
Company's management, including the CEO/CFO, as appropriate to allow timely
decisions regarding required disclosure by the Company; and (ii) information
required to be disclosed by the Company in reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission
rules and forms.  (b)   Changes
in Internal Controls.  During the quarter ended
July 31, 2008, there were no changes in the Company's internal control over
financial reporting that have materially affected, or are reasonably likely to
materially affect, its internal control over financial reporting.    14    PART
II  Item 1 Legal Proceedings  None  Item 2 Unregistered Sales of Equity
Securities and Use of Proceeds  In July 2008 we effected
a 1 to 100 reverse split of shares of our common stock and issued 4,320,000 new
shares to settle a substantial portion of our outstanding liabilities.   Item 3 Defaults upon Senior Securities  None  Item 4 Submission of Matters to a Vote of
Securityholders  None  Item 5 Other Information  None  Item 6 Exhibits  None  Exhibit Number
Description31.1
Section 302
Certification of Chief Executive Officer and Chief Financial
Officer32.1
Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
The Sarbanes-Oxley Act of 2002   15     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.  Innocap,
Inc. (Registrant)    /s/ B. Alva
Schoomer By: B. Alva Schoomer  President   October 8, 2008      16