UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC FILE NUMBER
NOTIFICATION OF LATE FILING
(CHECK ONE): | | Form 10-K |_| Form 20-F |_| Form 11-K [X] Form 10-Q
CUSIP NUMBER |_| Form N-SAR
For Period Ended: April 30, 2004
Transition Report on Form 10-K [ ]
Transition Report on Form 20-F [ ]
Transition Report on Form 11-K [ ]
Transition Report on Form 10-Q [ ]
Transition Report on Form N-SAR
For the Transition Period Ended: _______________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
INNOCAP, INC.
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Full Name of Registrant
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Former Name if Applicable
5675B Baldwin Court
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Address of Principal Executive Officer (Street and Number)
Norcross, GA 30071
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25)b), the following should
be completed. (Check box if appropriate)
X(a)The reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense;
X(b)The subject annual report, semi-annual report, transition report on From
10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report of transition report Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed
due date; and
(c)The accountant's statement or other exhibit required by Rule 12-b-25(C) has
been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
The Company could not complete the Form 10-QSB within the
prescribed time because of additional time required
by the Registrant's management to provide certain
information to be included in the quarterly report.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
B. Alva Schoomer (770) 417-1664
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months (of for such shorter) period that the
registrant was required to file such reports) been filed? If answer is no,
identify report(s). [X] Yes |_| No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|| Yes [} No X
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
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INNOCAP, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: June 15, 2004 By /s/B. Alva Schoomer
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B. Alva Schoomer
Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.