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

                                   FORM N-54A

     NOTIFICATION OF ELECTION TO BE SUBJECT TO SECTIONS 55 THROUGH 65 OF THE
    INVESTMENT COMPANY ACT OF 1940 FILED PURSUANT TO SECTION 54(a) OF THE ACT

The undersigned business development company hereby notifies the Securities and
Exchange Commission that it elects, pursuant to the provisions of section 54(a)
of the Investment Company Act of 1940 (the "Act"), to be subject to the
provisions of sections 55 through 65 of the Act and, in connection with such
notification of election, submits the following information:

Name: Innocap, Inc.
Address of Principal Business Office (No. & Street, City, State, Zip Code):
5675B Baldwin Court Norcross, GA 30071
Telephone Number (including area code): 770-378-4180
Name and address of agent for service of process: Gary B. Wolf; Esq., 805 Third
Avenue, New York NY 10022

Check one of the following:

[X] The company has filed a registration statement for a class of equity
securities pursuant to section 12 of the Securities Exchange Act of 1934. Give
the file number of the registration statement or, if the file number is unknown
or has not yet been assigned, give the date on which the registration statement
was filed: Commission file number 000-50612

[ ] The company is relying on rule 12g-2 under the Securities Exchange Act of
1934 in lieu of filing a registration statement for a class of equity securities
under that Act.

The file number of the registration as an investment company pursuant to section
8(a) of the Act, if any, of the company:

The file number of the registration as an investment company pursuant to section
8(a) of the Act, if any, of any subsidiary of the company:

The undersigned company certifies that it is a closed-end company organized
under the laws of____________ (state) and with its principal place of business
in ________ (state); that it will be operated for the purpose of making
investments in securities described in section 55(a)(1) through (3) of the
Investment Company Act of 1940; and that it will make available significant
managerial assistance with respect to issuers of such securities to the extent
required by the Act.

Pursuant to the requirements of the Act, the undersigned company has caused this
notification of election to be subject to sections 55 through 65 of the
Investment Company Act of 1940 to be duly signed on its behalf in the City of
Norcross and State of Georgia on the 14th day of July, 2004.

                                       Signature
                                       Innocap, Inc.

                                       By: /s/ B. Alva Schoomer
                                       (Name of director, officer, or general
                                       partner signing on behalf of the company)
                                       B. Alva Schoomer
                                       President

Attest:
SEC 1937 (10-03)