UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 10-Q  (Mark One) SQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended April 30, 2006  £TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from _______to________  Commission

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 000-50612  INNOCAP, INC. (Exact name of registrant as specified in its charter)   Nevada010721929(State or other jurisdiction(IRS Employerof incorporation or organization)Identification Number)  3113 Madison Drive Atlanta, GA  30346 (Address of principal executive offices)

 (Zip Code)  7703784180 (Registrants telephone number

, including area code

)  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 S   No £  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):  Large Accelerated Filer  

£

    Accelerated Filer  

£

    Non-Accelerated Filer  

S  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes £ No S  At February 13, 2007 the number of shares of the registrants common stock

, par value $0.001 per share,

 outstanding was 68,000,000.     INNOCAP, INC.   INDEX     PART I

 - FINANCIAL INFORMATIONITEM 1FINANCIAL STATEMENTS4ITEM 2MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS8ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK9ITEM 4CONTROLS AND PROCEDURES9PART II

 - OTHER INFORMATIONITEM ILEGAL PROCEEDINGS10ITEM 2UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS10ITEM 3DEFAULTS  UPON SENIOR SECURITIES10ITEM 4SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS10ITEM 5OTHER INFORMATION10ITEM 6EXHIBITS1

0    2   PART I

  FINANCIAL INFORMATION  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 Balance Sheets  April 30, 2006January 31, 2006(unaudited)ASSETSCURRENT ASSETS:Cash$-$-TOTAL ASSETS$-$-LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIES:Accrued expenses$67,500$61,500STOCKHOLDERS 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; 68,000,000 shares issued and outstanding in both periods68,00068,000Additional paid-in capital1,6001,600Accumulated deficit(137,100)(131,100)Stockholders deficit(67,500)(61,500)TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT$-$-  See accompanying notes to financial statements   4   INNOCAP, INC. Statements of Operations Three Months Ended April 30, 2006 and 2005 (Unaudited)   20062005Revenue$-$-General and administrative6,0005,000Net loss$(6,000)$(5,000)Basic and diluted loss per share$(.00)$(.00)Weighted average number of common shares outstanding68,000,00068,000,000    See accompanying notes to financial statements.   5     INNOCAP, INC. Statements of Cash Flows Three Months Ended April 30, 2006 and 2005 (Unaudited)    20062005OPERATING ACTIVITIES:Net Loss$(6,000)$(5,000)Net change in accrued expenses6,0005,000Net Cash Used by Operating Activities--CASH - BEGINNING OF PERIOD--CASH - END OF PERIOD$-$-SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES:Cash Paid For:Interest$-$-Income taxes$-$-       See accompanying notes to financial statements.    6      NOTE 1



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BASIS OF PRESENTATION  The accompanying unaudited 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-Q.  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 adjustments) considered necessary for a fair presentation have been included.  Operating results for the three-month period ended April 30, 2006 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2007. 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, 2006.  NOTE 2 -- 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 under the Investment Company Act of 1940 and be subject to Sections 54 through 65 of said Act. The Company has not generated

any

revenues from its planned principal operations and will elect to cease being a Business Development Company

by the end of

 February 2007, at which time it will become a consulting firm.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.  Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.  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 April 30, 2006 the Company had negative working capital of $67,500, accumulated deficit of $137,100, and no revenues.

Management intends to attempt to raise additional funds by way of a public or private offering.  While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect.   The ability of the Company to continue as a going concern is dependent on the Companys ability to further implement its business plan and generate revenues.

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.  The Company intends to cease its efforts to become a Business Development Company and will become a consulting firm

by the end of

February 2007, at which time it will aggressively seek consulting engagements. If the Company is unable to obtain consulting engagements or financing or if the revenue from the consulting engagements or financing it does obtain are insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.     7     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.  Operations  To date, our efforts have been limited primarily to organizational activities, planning to be a Business Development Company and preparation of documents to be filed with the Securities and Exchange Commission.  We have no resources and have realized no revenues to date.  We now believe that we will be unable to raise capital through the sales of shares pursuant to Regulation E of the 1933 Act. We will, therefore, cease our efforts to become a Business Development Company and become a business consulting firm. We will start seeking consulting engagements in February 2007. If we are unable to obtain consulting engagements or financing or if the revenue from the consulting engagements or financing that we do obtain are insufficient to cover any operating losses we may incur, we may substantially curtail or terminate our operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.  We cannot offer any assurances that we will be successful in our efforts to become a consulting firm.  Liquidity  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 to meet regulatory requirements.  We believe that the perception that many people have of a public company may make it likely that they will accept restricted securities from a public company as consideration for indebtedness to them than they would from a private company.  We have not performed any studies of this matter.  Our conclusion is based on our own observations.  However, there can be no assurances that we will be successful in being able to satisfy obligations through the issuance of restricted shares of our common stock.  Additionally, issuance of restricted shares would necessarily dilute the percentage of ownership interest of our stockholders.  We have not obtained any source of funding. Private capital, if sought, will be sought from former business associates of our founder or private investors referred to us by those business associates. To date, we have not sought any funding source and have not authorized any person or entity to seek out funding on our behalf.   8     Recent Accounting Pronouncements  Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.  Employees  Other than our current sole officer, we do not have any employees, and do not anticipate having any other employees other than administrative personnel in the future.   ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Since we have no assets and do not have any investments, there is no quantitative information or market risk that has any impact on our present business.  ITEM 4  CONTROLS AND PROCEDURES  As of the end of the period covered by this Quarterly Report on Form 10-Q, 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.   9      PART II

  OTHER INFORMATION  ITEM 1 LEGAL PROCEEDINGS  None  ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  There have been no events that are required to be reported under this Item.  ITEM 3 DEFAULTS UPON SENIOR SECURITIES  None  ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS  None  ITEM 5 OTHER INFORMATION  On January 26, 2007, the Company dismissed Most & Company, LLP (Mostco) as the Companys independent registered public accounting firm, effective immediately.  Mostcos reports on the Companys financial statements as of January 31, 2006 and for the years ended January 31, 2006 and 2005 did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope, or accounting principles; however, each year-end report contained a modification paragraph that expressed substantial doubt about the Companys ability to continue as a going concern.  During the Companys two most recent fiscal years and through January 2

6

, 2007, there were no disagreements with Mostco on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Mostco, would have caused it to make reference to the subject matter of the disagreements in connection with its reports.  The Company has engaged Li & Company, PC to serve as its independent public accounting firm. Prior to such engagement, the Registrant did not consult such firm on any of the matters referenced in Regulation S-K Item 304(2)(i) or any events as defined in paragraph (A) through (D) of Item 304(2)(ii) of Regulation S-K.   ITEM 6 EXHIBITS  Exhibit NumberDescription31.1Section 302 Certification of Chief Executive Officer and Chief Financial Officer32.1Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002   10      SIGNATURE  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)   By: /s/ B Alva Schoomer B. Alva Schoomer President February 13, 2007    11