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 October 31, 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 000-50612

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


           Nevada                                          01-0721929
           ------                                          ----------
  (State or other jurisdiction                           (IRS Employer
of incorporation or organization)                   Identification Number)

                               5675B Baldwin Court
                               Norcross, GA 30071
                    (Address of principal executive offices)

                                  770-378-4180
                           (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.
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: 68,000,000 shares of Common Stock, as
of December 14, 2004.

Transitional Small Business Disclosure Format (check one): Yes [   ]   No [ X ]

<PAGE>

                                  INNOCAP, INC.


                                      INDEX


         PART I.
         FINANCIAL INFORMATION



                                                                     Page Number
PART I

Item 1 - Unaudited Condensed Financial Statements:

Condensed Balance Sheet as of October 31, 2004............................3

Condensed Statements of Operations for the Three and Nine
Months Ended October 31, 2004.............................................4

Statement of Cash Flows for the Nine Months Ended October 31, 2004........5

Notes to Unaudited Condensed Financial Statements.........................6

Item 2. - Management's Discussion and Analysis or Plan of Operation.......9

Item 3 - Controls and Procedures.........................................11

PART II.
Other Information (Items 1-6)............................................11







                                       2

<PAGE>

                                  INNOCAP, INC
                                  Balance Sheet
                                October 31, 2004
                                   (Unaudited)


                                     ASSETS


CURRENT ASSETS:

   Cash                                                             $        -0-
                                                                    ------------


TOTAL ASSETS                                                        $        -0-
                                                                    ============


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accrued liabilities                                                 $    30,000
                                                                    ------------



STOCKHOLDERS' EQUITY:

Preferred stock at $0.001 par value; 1,000,000 shares
    authorized, -0- outstanding                                               -
Common stock at $0.001 par value; authorized 190,000,000
    shares; 68,000,000 shares issued and outstanding                     68,000
Additional paid-in capital                                                1,600
Accumulated deficit                                                     (99,600)
                                                                    ------------

     Net Stockholders' Deficit                                          (30,000)
                                                                    ------------

     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                    $        -0-
                                                                    ============

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

                                       3

<PAGE>

                                  INNOCAP, INC.
                            Statements of Operations
                  Three and Nine Months Ended October 31, 2004
                                   (Unaudited)


                                        Three Months             Nine Months
                                    -------------------    --------------------

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


General and administrative                      23,000                  49,600
                                    -------------------    --------------------

Net loss                            $          (23,000)    $           (49,600)
                                    ===================    ====================

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

Weighted average number of common
   shares outstanding                       68,000,000              56,000,000
                                    ===================    ====================












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

                                       4

<PAGE>

                                  INNOCAP, INC.
                             Statement of Cash Flows
                       Nine Months Ended October 31, 2004
                                   (Unaudited)



OPERATING ACTIVITIES:
Net Loss                                                         $      (49,600)
Stock-based compensation                                                  1,600
Net change in accrued liabilities                                        30,000
                                                                 ---------------
Net Cash Used by Operating Activities                                   (18,000)
                                                                 ---------------


FINANCING ACTIVITIES:
Issuance of shares                                                       18,000
                                                                 ---------------



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.

                                       5

<PAGE>

INNOCAP, 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 and nine-month periods ended October 31, 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

         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.

NOTE 2 -- STOCK OPTION PLAN

         Pursuant to a January 27, 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.

                                       6

<PAGE>

         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% 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 filed a Registration Statement on Form S-8 on June 18, 2004
to register those 20,000,000 shares of common stock underlying the options in
the Plan

         Management issued 18,000,000 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. Of the total options issued, 2,000,000 were issued to employees and
16,000,000 were issued to non-employees. The 16,000,000 options issued to
non-employees have been valued at their date of grant using the Black-Scholes
option pricing model and resulted in a charge to general and administrative
expenses of $1,600. All options were exercised in August 2004.

                                       7

<PAGE>

         Financial Accounting Statement No. 123, Accounting for Stock Based
Compensation, encourages, but does not require companies to record compensation
cost for stock-based employee compensation plans at fair value. The Company has
chosen to continue to account for stock-based employee compensation using the
intrinsic method prescribed in Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations.
Accordingly, compensation cost for stock options is measured as the excess, if
any, of the quoted market price of the Company's stock at the date of the grant
over the amount an employee must pay to acquire the stock. The Company has
adopted the "disclosure only" alternative described in SFAS 123 and SFAS 148,
which require pro forma disclosures of net income and earnings per share as if
the fair value method of accounting had been applied.

         Pro forma information regarding net income per share is required by
SFAS No. 123, "Accounting for Stock-Based Compensation", and has been determined
as if the Company had accounted for its employee stock options under the fair
value method of that statement. The fair value of these options was estimated at
the date of grant using Black-Scholes option pricing model with the following
range of assumptions for the nine months ended October 31, 2004:



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



For the purpose of pro forma disclosures, the estimated fair value of the
options is amortized over the vesting period.

         The Company's pro forma information is as follows:

                                                                   Pro
                                                Reported          Forma
                                            --------------- ------------------

      Net loss                              $      (49,600) $         (49,800)
      Loss per Share:
     -Basic and Diluted                     $        (0.00) $           (0.00)

                                       8

<PAGE>

                                     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:

     o    our future operating results,

     o    our business prospects,

     o    our contractual arrangements and relationships with third parties,

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

     o    the adequacy of our cash resources and working capital, and

     o    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

                                       9

<PAGE>

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 Innocap's
financial position or reported results of operations.








                                       10

<PAGE>

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 Options covering
                           18,000,000 shares of common stock were exercised in
                           August 2004.The Issuer did not purchase any of its
                           equity securities during quarter ended October 31,
                           2004.

Item 3                     Defaults Upon Senior Securities
                           None

Item 4                     Submission of Matters to a Vote of Shareholders
                           None

Item 5                     Other Information
                           None

                                       11

<PAGE>



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
















                                       12

<PAGE>




         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
                                                           ----------------
                                                           President


December 23, 2004