UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
WHITE CLOUD EXPLORATION, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
0114244
(CUSIP Number)
Howard Lasky
Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
a Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, California 94111
(415) 434-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 29, 1997
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*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 (the "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).
Page 1 of 4<PAGE>
CUSIP No. 0114244 SCHEDULE 13D Page 2 of 4
1 Name of Reporting Person Robert Galoob
SS or IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds OO
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization United States
7 Sole Voting Power 2,596,378
NUMBER OF
SHARES 8 Shared Voting Power 0
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 2,596,378
REPORTING
PERSON WITH
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,596,378
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 17.7%
14 Type of Reporting Person IN
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CUSIP No. 0114244 SCHEDULE 13D Page 3 of 4
Item 1. Security and Issuer
This Schedule 13D ("Schedule") relates to the common
stock, $1 par value ("Common Stock"), of White Cloud
Exploration, Inc., a Utah corporation (the "Company"), whose
principal executive offices are located at 116 Stanyan, San
Francisco, California 94118.
Item 2. Identity and Background
Robert Galoob is an individual who is a United States
citizen. Mr. Galoob's business address is 116 Stanyan
Street, San Francisco, CA 94118
To his knowledge, Mr. Galoob has not, during the last
five years, (a) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or
(b) been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Galoob has acquired shares of Common Stock in
exchange for his previously acquired shares of common stock
of Watchout!, a California corporation, ("Watchout!"),
pursuant to a Stock and Asset Contribution Agreement between
the Company and the shareholders of Watchout! (the
"Contribution Agreement").
Item 4. Purpose of Transaction
Mr. Galoob has acquired and may acquire in the future
shares of Common Stock for investment purposes. Mr. Galoob
may also sell shares of Common Stock from time to time.
Mr. Galoob's future purchases and sales of Common Stock, if
any, will be affected by, among other things, the prospects
of the Company, general market conditions, tax considerations
and investment objectives.
Item 5. Interest in Securities of the Issuer
(a)(b) Reference is made hereby to Items 7-11 and 13
of page two (2) of this Schedule, which Items are
incorporated by reference. Of the shares beneficially owned,
all 2,596,378 shares are owned by Mr. Galoob.
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CUSIP No. 0114244 SCHEDULE 13D Page 4 of 4
(c) During the past 60 days, Mr. Galoob acquired
2,596,378 shares of Common Stock pursuant to the Contribution
Agreement on December 29, 1997.
(d),(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
None.
Item 7. Material to be Filed as Exhibits
None.
Signatures
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certifies
that the information set forth in this statement is true,
complete and correct.
Dated: January 7, 1998
/s/ Robert Galoob
_____________________________
ROBERT GALOOB
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