WHITE CLOUD EXPLORATION INC
8-K, 1998-12-14
OIL ROYALTY TRADERS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                                    FORM 8-K





                                 CURRENT REPORT



                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934



Date of Report:  December 14, 1998


                          White Cloud Exploration, Inc.
             (Exact name of registrant as specified in its charter)

                         NAME CHANGE TO: WATCHOUT! INC.



     Utah                  0114244                  84-0959153      
- ---------------            --------------           ----------------
(State or other            (Commission              (IRS Employer
jurisdiction of            File Number)             Identification No.)
incorporation)



116 Stanyan, San Francisco, CA                            94118    
- -----------------------------------------              ------------
(Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code 415-387-3135





<PAGE>



Item 1.           Changes in Control of Registrant

                  None.

Item 2.           Acquisition or Disposition of Assets

                  None.

Item 3.           Bankruptcy or Receivership

                  None.


Item 4.           Changes in Registrants Certifying Accountant

                  None.

Item 5.           Other Events

                  Pursuant  to an  Information  Statement  and Notice of Special
Meeting of  Shareholders  scheduled for November 20, 1998,  and continued  until
November  23,  1998,  the  shareholders  approved  the change of the name of the
corporation  to  WatchOut!   Inc.  Articles  of  Amendment  to  the  Aricles  of
Incorporation were filed December 8, 1998 in Utah.

Item 6.           Resignation of Directors

                  None.

Item 7.           Financial Statements, Pro Forma Financials, & Exhibits

                  7.1      Articles of Amendment to the Articles of
Incorporation.

Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


Date:  December 14, 1998                           WatchOut! Inc. formerly
                                                   White Cloud Exploration, Inc.



                                                   By: /s/ Robert Galoob
                                                        ------------------------
                                                        Robert Galoob, President
<PAGE>






                          ARTICLES OF AMENDMENT TO THE
                          ARTICLES OF INCORPORATION OF
                          WHITE CLOUD EXPLORATION, INC.

         Pursuant to the provisions of the Utah Corporation Code,
White Cloud Exploration, Inc. adopts the following Articles of
Amendments to its Articles of Incorporation:

         The following amendment to the Articles of Incorporation was authorized
on November 23, 1998, as prescribed by the Utah Corporation Code, by a vote of a
majority of the  shareholders.  The number of shares voted for the amendment was
sufficient for approval.

         FIRST:            The name of the Corporation is hereby changed to:

                                           WatchOut! Inc.

         SECOND:           The manner, if not set forth in such amendment, in
which any exchange, reclassification, or cancellation of issued
shares provided for in the amendment shall be effected, is as
follows:
                                            None.

         THIRD:            The manner in which such amendment effects a
change in the amount of stated capital as changed by such
amendment, are as follows:

                                            None.

                                            White Cloud Exploration, Inc.

                                            By:_____________________________
                                                   President

Attest:_________________________
         Secretary


STATE OF ___________________                         )
                                                     ) ss.
COUNTY OF _________________                          )

         The  foregoing  Articles of Amendment to the Articles of  Incorporation
was  acknowledged  before  me  by  Robert  Galoob,   President  of  White  Cloud
Exploration, Inc., a Utah corporation, this _____ day of November, 1998.

         My Commission expires:
                                                     ---------------------------
                                                     Notary Public
                                                     Address:




<PAGE>




STATE OF __________________         )
                                    ) ss.
COUNTY OF ________________          )

         The  foregoing  Articles of Amendment to the Articles of  Incorporation
was  acknowledged  before me by  __________________  as Secretary of White Cloud
Exploration, Inc. a Utah corporation, this _____ day of November, 1998.


My Commission expires:                             -----------------------------
                                                   Notary Public



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