UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)
INNOCAP, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001
(Title of Class of Securities)
45773A107
(CUSIP Number)
October 14, 2020
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(c)
| * | The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following page(s)
Page 1 of 5 Pages
| CUSIP No. 45773A107 | 13G | Page 2 of 5 Pages |
| 1. | NAMES OF REPORTING PERSON |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
3a Capital Establishment
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
(a) ☐
(b) ☐
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Liechtenstein
| 5. | SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 32,966,561 Shares (1) |
| 6. | SHARED VOTING POWER - None |
| 7. | SOLE DISPOSITIVE POWER – 32,966,561 Shares (1) |
| 8. | SHARED DISPOSITIVE POWER – None |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - |
32,966,561 Shares (1)
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
CERTAIN SHARES ☒
The aggregate amount in Row 9 represents the maximum amount that 3a Capital Establishment can beneficially control under a contractually stipulated 9.99% ownership restriction. The full conversion and/or exercise of 3a Capital Establishment’s securities would exceed this restriction.
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
9.99%
| 12. | TYPE OF REPORTING PERSON |
CO
| (1) | Based on 329,995,611 shares of Common Stock of the Issuer outstanding as of October 9, 2020 as reported in the Issuer’s Form 8-K filed on October 13, 2020. |
| CUSIP No. 45773A107 | 13G | Page 3 of 5 Pages |
| ITEM 1 | (a) | NAME OF ISSUER: Innocap, Inc. |
| ITEM 1 | (b) | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
154-09 146th Avenue, Jamaica, NY 11434
| ITEM 2 | (a) | NAME OF PERSON FILING: 3a Capital Establishment |
| ITEM 2 | (b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
Austrasse 40, FL-9490 Vaduz, Principality of Liechtenstein
| ITEM 2 | (c) | CITIZENSHIP: Liechtenstein |
| ITEM 2 | (d) | TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 |
| ITEM 2 | (e) | CUSIP NUMBER: 45773A107 |
| ITEM 3 | IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): Not applicable |
| ITEM 4 | OWNERSHIP |
| (a) | AMOUNT BENEFICIALLY OWNED: 32,966,561 Shares (1) |
| (b) | PERCENT OF CLASS: 9.99% |
| (c) | NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: |
| (i) | SOLE POWER TO VOTE OR DIRECT THE VOTE |
32,966,561 Shares (1)
| (ii) | SHARED POWER TO VOTE OR DIRECT THE VOTE |
0 Shares
| (iii) | SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF |
32,966,561 Shares (1)
| (iv) | SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF |
0 Shares
| CUSIP No. 45773A107 | 13G | Page 4 of 5 Pages |
| ITEM 5 | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable
| ITEM 6 | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Not applicable
| ITEM 7 | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
Not applicable
| ITEM 8 | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP |
Not applicable
| ITEM 9 | NOTICE OF DISSOLUTION OF GROUP |
Not applicable
| CUSIP No. 45773A107 | 13G | Page 5 of 5 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| October 22, 2020 | |
| (Date) | |
| /s/ Nicola Feuerstein | |
| (Signature) | |
| Nicola Feuerstein, Director | |
| (Name/Title) |