United States
Securities and Exchange Commission
Washington, D.C. 20549
Commission File No.: 0114244
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
WatchOut!, Inc.
(Name of Issuer)
Common
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(Title of Class of Securities)
963551205
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(Cusip Number)
David Galoob, Robert Galoob, Archangel Holdings LLC, c/o 116 Stanyan, San
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Fransico, CA 94118
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 10, 2000
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(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 13-d(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement //. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and 92) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
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SCHEDULE 13D/A
CUSIP NO.: Page 1 of 6 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David Galoob
Robert Galoob
Arc Angel Holdings LLC
Tax ID#:
2. Check the Appropriate Box if A Member of a Group*
a /X/
b //
3. SEC Use Only
4. Source of Funds
N/A
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
/ /
6. Citizenship or Place of Organization
U.S.A.
7. Sole Voting Power
1,084,200 shares of common stock - Robert Galoob
1,084,200 shares of common stock - David Galoob
95,500 shares of common stock - Archangel Holding
8. Shared Voting Power
0
9. Sole Dispositive Power
1,084,200 shares of common stock - Robert Galoob
1,084,200 shares of common stock - David Galoob
95,500 shares of common stock - Archangel Holding
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
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1,084,200 shares of common stock - Robert Galoob
1,084,200 shares of common stock - David Galoob
95,500 shares of common stock - Archangel Holding
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
/ /
13. Percent of Class Represented by Amount in Row (11)
15% (if the options representing 1,750,000 shares are exercised.)
14. Type of Reporting Persons
IN - Robert Galoob
IN - David Galoob
RN - Archangel Holding Company, LLC
Item 1. Security & Issuer
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This statement relates to common shares of WatchOut!, Inc. and is an
amendment to Schedule 13d filed in January 1998 by Reporting Persons.
Item 2. Reporting Persons (a group)
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I.
a. David Galoob
b. Principal Place of Business - 801 Tierra Alta, Moss Beach, CA 94038
c. Occupation - Independent Consultant d. The reporting person has not
during the last five years been convicted in a criminal proceeding
(excluding traffic violations).
e. The reporting person has not during the last five years been
subject to or party to a civil proceeding of any type nor has any
judgment, decree or order of any type been entered against
reporting person.
f. Citizenship: USA
a. Robert Galoob
b. Principal Place of Business - 116 Stanyan, San Francisco, CA
94118 c. Occupation - Independent Consultant d. The reporting person
has not during the last five years been convicted in a criminal
proceeding (excluding traffic violations).
e. The reporting person has not during the last five years been
subject to or party to a civil proceeding of any type nor has any
judgment, decree or order of any type been entered against
reporting person.
<PAGE>
f. Citizenship: USA
a. Archangel Holding Company, LLC (Beneficially Stephen Petre)
b. Principal Place of Business - 7 Park Avenue, White Plains, New York
10603
c. Occupation - Principal Manager of Archangel Holding Company, LLC,
same address as consulting company.
d. The reporting person has not during the last five years been
convicted in a criminal proceeding (excluding traffic
violations).
e. The reporting person has not during the last five years been
subject to or party to a civil proceeding of any type nor has any
judgment, decree or order of any type been entered against
reporting person.
f. Citizenship: USA
Item 3. Source and Amount of the Funds
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N/A
Item 4. Purpose of the Transaction
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The purpose of the transactions were to sell control of the corporation.
a. On October 2, 1999, reporting persons entered into a Share
Purchase Agreement to sell 6,376,922 shares to Innovative
Cybersytems Corp. and to option 1,750,000 additional shares to
Innovative Cybersystems Corp.
b. The company previously terminated its attempt to enter the watch
marketing business, and has abandoned the licensed technology.
The new control shareholder, Innovative Cybersystems Corp.
intends to seek to acquire internet related business.
c. No sale or transfer of a material amount of assets of issuer
is contemplated.
d. There are current plans to change the management. Three new
directors have been appointed as of November 9, 1999. John J.
Russell , who was also appointed CEO, resigned in January 2000.
Kevin Waltzer has been appointed as president of the company as
of October 9, 1999. Kevin Waltzer, who was appointed as Director
of the company, effective in November 1999 after compliance
with Section 14f under the Securities & Exchange Act of 1934,
remain as Directors. Robert Galoob and David Galoob have resigned
as Directors (December 1999). Michelle Long resigned as a
Director in February 2000.
e. No material change is proposed in capitalization or dividend
policy at this time.
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f. At this time, no material changes in corporate structure are
presently planned. The Company has terminated the attempt at the
watch marketing business. The Company will engage in a new
business as described in an 8-K filed previously.
g. There are no changes proposed in the issuer's charter, Bylaws, or
other instruments corresponding thereto except that a name change
is proposed to Innovative Cybersystems Corp.
h. No plans exist which would cause a class of securities to be
delisted from any exchange or cease to be quoted.
i. No plans exist for any class of equity securities becoming
eligible for termination of listing pursuant to 12(g)(4) of the
Act.
j. Not applicable
Item 5. Interest in Securities of the Issuer
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a. 6,376,922 common shares (42.4%) of issuer have been sold by the
Reporting Persons to Innovative Cybersystems Corp. They own a
together a total of 2,263,900 common shares, and David Galoob and
Robert Galoob have each optioned an additional 875,000 shares
each to Purchaser, subject to a pledge agreement to creditors of
WatchOut!, Inc.
b. Reporting Persons have sole power to vote 2,263,900 shares of
common stock as follows:
Robert Galoob 1,084,200
David Galoob 1,084,200
Archangel Holding Company, LLC 95,500
c. No other transactions in common securities of WatchOut!, Inc.
were effected by reporting persons in the past 60 days, except
that each sold 10,000 shares (total 30,000 shares) about March
10, 2000.
d. Not Applicable
e. After the Purchase Transaction is completed, each of the
Reporting Persons will own less than 5% of Issuers shares, and
collectively, they will own less than 5% of the shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
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Securities of the Issuer.
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The information contained in response to Item 4 and 5 is incorporated
herein.
No other voting arrangements, proxies, or other agreements exist at this
time.
Exhibit 10.1 Share Purchase Agreement
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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.
Dated: February 18, 2000 WATCHOUT!, INC.
