Gary B. Wolff, P.C. | 488 Madison Avenue Suite 1100 New York, New York 10022 |
COUNSELOR AT LAW | Tel: (212) 644-6446 Fax: (212) 644-6498 Email: wolffpc@nyc.rr.com |
Mail Stop 4561
November 17, 2008
Tom Kluck
Legal Branch Chief
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
Innocap, Inc.
Information Statement on Schedule 14C/A1
File No.: 00050612
Dear Mr. Kluck:
We have filed the Company’s first amendment to its Information Statement on Schedule 14C on the EDGAR system. The changes are made in response to staff comments or represent an updating of material previously filed to reflect any developments in the business of Innocap, Inc. The paragraph numbers below correspond to the numbered comments in your November 7, 2008 Comment Letter.
General
1.
We have made the requested disclosures.
2.
We have made the requested disclosures.
3.
We have disclosed that we had no assets and, therefore, ceasing being a Business Development Company will have no accounting impact on assets.
4.
We have made the requested disclosures.
5.
We have made the requested disclosures.
6.
We understand our requirement to file a Form-54C following the filing of our definitive information statement on Schedule 14C.
Change in Business
7.
We have made the requested disclosures.
8.
Revised disclosure indicates that Form 15 filing was made in November (not September) 2008.
9.
Chart has been added indicating the identities of shareholders who approved the withdrawal of BDC election as well as the number of shares and percentage of shares each held
10.
Chart has been added indicating the identities of shareholders who approved the 1 for 100 reverse split as well as the number of shares and percentage of shares each held.
11.
The manner in which we obtained the consents of shareholders who approved the proposals indicated in comments 9 and 10 of the above-referenced November 7, 2008 Comment Letter was accomplished in accordance with Nevada Corporate Law Section 78.320 of Nevada Revised Statutes permitting majority of the voting power of the stockholders in lieu of a meeting. In that regard, we have reviewed applicable Nevada law and such information in the proxy rules as may have any application as to whether or not Innocap is required to file an Information Statement in accordance with Schedule C and determined that same is necessary. As to those shareholders and majority of outstanding shares voting in favor of each proposal, see charts A and B annexed hereto and prepared in response to comments 9 and 10.
Reports to Security Holders
12.
Correction has been made.
Very truly yours,
/s/ Gary B. Wolff
Gary B. Wolff
/hk
2
Comment No. 9
Chart “A”
Post-Split Shares
5,000,000 Outstanding
Shareholders Who Approved Proposal To Withdraw
Election To Be Regulated As A Business Development Company
Names | Number of Shares Owned | Percent of Shares Voted in Favor or Proposal | Number of Shares Voted In Favor Of Proposal |
B. Alva Schoomer | 120,000 | 2.40% | 120,000 |
Stephen B. Schneer | 5,000 | 0.10% | 5,000 |
Gary B. Wolff | 1,120,000 | 22.40% | 1,120,000 |
GCND, Inc. | 1,692,600 | 33.85% | 1,692,600 |
S. Craig Barton | 1,100,100 | 22.00% | 1,100,100 |
Keith Barton | 720,000 | 14.40% | 720,000 |
3
Comment No. 10
Chart “B”
Pre-Split Shares
68,000,000 Outstanding
Shareholders Who Approved Proposal For 1 For 100
Reverse Stock Split
Names of Shareholders Approving Proposal | Number of Shares Owned Pre-Split | Percent of Shares Voted in Favor or Proposal | Number of Shares Voted In Favor Of Proposal |
B. Alva Schoomer | 12,000,000 | 17.65 | 12,000,000 |
Stephen B. Schneer | 500,000 | 0.74 | 500,000 |
Gary B. Wolff | 12,000,000 | 17.65 | 12,000,000 |
GCND, Inc. | 19,260,000 | 28.32 | 19,260,000 |
S. Craig Barton | 10,000 | 0.01% | 10,000 |
4