SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 14f
NOTICE OF ARRANGEMENT REGARDING ELECTION OF DIRECTORS
WITHOUT A MEETING
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Pursuant to Section 14(f) of the Securities Exchange Act of 1934
Date of Designation: 10 days after the date of filing of this
Notice and transmittal thereof to the Registrant's shareholders.
Commission File number: 0-114244
WHITE CLOUD EXPLORATION, INC.
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(Exact name of registrant as specified in its charter)
Utah 84-0959153
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State or Other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification
Number)
1430 Larimer #209, Denver, CO 80202
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(Address of principal Executive Offices Zip Code)
Registrant's telephone number, including area code: None
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Shares Outstanding
As of September 30, 1997, there were 100,000 voting shares of the Registrant's
$.001 par value common stock outstanding, its only class of voting securities,
each share entitling the holder thereof to one vote.
Security Ownership of Certain Beneficial Owners and Management
As of September 30, 1997, the following persons were known by the Registrant to
own or control beneficially more than five percent of its outstanding $.001 par
value common stock, its only class of voting stock. The table below also sets
forth the total number of shares of the Registrant's outstanding voting stock
owned by its officers and directors and by persons designated to become
directors:
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Name and Address of Number of
Beneficial Owner Shares Owned
Beneficially Percent
and of Record of Class
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<S> <C> <C> <C> <C>
David Galoob (1) 0 3,505,461* 23%*
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Robert Galoob (1) 0 3,505,461* 23%*
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WCM Investments, Inc. 72,000 950,000* 72% 6.8%*
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Mark G. Hollo 0 1,820,000* 12%*
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Martin S. Sands 0 910,000* 6%*
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Steven S. Sands 0 910,000* 6%*
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ARC Angel Holding Company LLC 0 1,580,000* 10.5%*
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Dev Mahanti 15 15 .0001% .0001%*
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Steve Signer 5,289 5,289 .035% .035%*
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* Post Transaction (after completion of Watchout and Goldpoint Acquisitions described herein below).
(1) Director designee
Changes in Control of Registrant
On April 17, 1997, WCM Investments, Inc. (beneficially William C. Meier)
purchased control of Registrant through the acquisition of 5,010,750 shares of
common stock which constituted 51% of total then outstanding common stock.
On May 14, 1997, the company issued 7,500,000 shares of common stock to WCM
Investments, Inc. for $7,500 in consideration. This, in the aggregate, increased
control of WCM Investments, Inc. to 72.2% of the outstanding shares.
On May 30, 1997, the company entered into an agreement with Goldpoint, Ltd.
to acquire the LLC interest of Goldpoint for 2,140,000 shares of common stock of
registrant which agreement is expected to be fully consummated upon the
effectiveness of appointment of Messrs. Robert Galoob and David Galoob as
directors.
On May 30, 1997, the company entered into an agreement with Watchout, Inc.
to acquire the stock of Watchout for 11,640,000 shares of common stock of
registrant which agreement is expected to be fully consummated upon the
effectiveness of appointment of Messrs. Robert Galoob and David Galoob as
directors.
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The Watchout and Goldpoint transactions result in the issuance of
11,640,000 shares (78%) and 2,140,000 shares (14%) respectively on a
post-reverse split basis. The Board of Directors approved and made effective a
one for 173.25 share reverse split on June 29, 1997.
DIRECTORS AND EXECUTIVE OFFICERS
The current Directors and Executive officers of Registrant are:
Steven Signer Director President
Robert Galoob Vice President
Dev Mahanti Director Secretary
Legal Proceedings
No current director or future director, officer, or affiliate of the
Registrant, five percent holder of any class of voting securities of the
Registrant, nor any associate of the above, is a party adverse to the Registrant
or has a material interest adverse to the Registrant, except Robert Galoob and
David Galoob have a material interest and will own 3,505,461 shares each after
the Watchout, Inc. acquisition has occurred.
Management
Identification of Directors to be appointed without shareholder meeting
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Upon consummation of the Goldpoint and Watchout transactions, but in no
event sooner than ten days after the filing of this Form and Notice to
shareholders the present Directors of the Company, Steven Signer, and Dev
Mahanti will resign effective upon consummation of the transactions. The persons
nominated to be directors of the Registrant, and their ages, are as follows:
Name Age
---- ---
Robert Galoob 44
David Galoob 48
There is at this time no formal arrangement for the appointment of persons
as executive officers of the Registrant following the appointment of the above
individuals as directors of the Registrant. Robert Galoob has been appointed as
Vice President effective September 5, 1997.
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Business Experience
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The following is a brief account of the business experience during at least
the past five years of the persons designated to be new directors of the
Registrant, indicating the principal occupation and employment during that
period by each, and the name and principal business of the organizations by
which they were employed.
Robert Galoob obtained a B.S. from the University of California at Berkeley
in 1975. He was President and Director of Robert Galoob, Inc. from 1989 to 1995.
From 1995 to present he has been President and a Director of Galoob Enterprises,
Inc. now known as Watchout, Inc.
David Galoob attended college at City College of San Francisco, University
of Oklahoma and University of Southern California. From 1970 to 1991 he was
employed by Lewis Galoob Toys, Inc. in various management positions including
President, CEO, and Chairman of the Board. He retired in 1991. From 1991 to
1996, we was co-president and co-chairman of the board of the original San
Francisco toy makers.
No appointee for a director position has been subject of any civil
regulatory proceeding or any criminal proceeding.
Transactions with Management and Others
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There were no transactions or series of transactions during the
Registrant's last fiscal year or the current fiscal year, or any currently
proposed transactions or series of transactions of the remainder of the fiscal
year, in which the amount involved exceeds $60,000 and in which to the knowledge
of the Registrant, any director, executive officer, nominee, future director,
five percent shareholder, or any member of the immediate family of the foregoing
persons, have or will have a direct or indirect material interest except as set
forth below. In addition, none of the foregoing persons have been indebted to
the Registrant during such periods in an amount exceeding $60,000.
WCM Investments, Inc. (beneficially William C. Meier)
43,290 shares (adjusted for reverse split) were issued
for investment of $7,500.
WCM Investments, Inc. (beneficially William C. Meier)
250,000 shares*
700,000 shares*
Aero Welding & Manufacturing, Inc. 75,000* shares
(To be issued.)
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Black Watch Oil & Minerals, Corp. 75,000* shares
(To be issued.)
M.A. Littman 50,000* shares
* To be issued upon completion of the Watchout Acquisition.
Shares will be issued to the following shareholders who will own 5% or more
of total shares on consummation of the Watchout and Gold Point transactions,
which is to be completed upon appointment of Messrs. Robert Galoob and David
Galoob as directors.
Name No. of Shares
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Robert Galoob 3,505,461
David Galoob 3,505,461
Mark G. Hollo 1,820,000
Martin S. Sands 910,000
Steven S. Sands 910,000
ARC Angel Holding Company LLC 1,580,000
Committees of the Board of Directors
The Registrant has no standing audit, nominating and compensation
committees of the Board of Directors, or committees performing similar
functions, nor does it propose to have the same following the appointment of the
new directors.
Meetings of the Board of Directors
There were irregular meetings of the Registrant's Board of Directors during
the current fiscal year, or during the past fiscal year, as necessary for the
reorganization and restructuring to facilitate an acquisition.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
During the Registrant's past fiscal year, and the current fiscal year, no
executive officer of the Registrant received cash compensation other than
reimbursement for expenses incurred on behalf of the Registrant, no compensation
was paid pursuant to a plan, no other type of compensation was paid, no director
received compensation, and no termination of employment and change of control
arrangements were implemented other than those set forth herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Notice to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated: September 30, 1997 WHITE CLOUD EXPLORATION, INC.
by: /s/ Steven Signer
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Steven Signer, President
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