-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JxY6HKRitNlOITPK4h6CoWx1H8+Zn6HWEbL4zUoI51hZVNRLiavMgqjpNn9tNZNu ebB3vUbszuKlDfrwA0GoNA== 0000906344-98-000002.txt : 19980109 0000906344-98-000002.hdr.sgml : 19980109 ACCESSION NUMBER: 0000906344-98-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980108 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WHITE CLOUD EXPLORATION INC CENTRAL INDEX KEY: 0000736314 STANDARD INDUSTRIAL CLASSIFICATION: OIL ROYALTY TRADERS [6792] IRS NUMBER: 840959153 STATE OF INCORPORATION: UT FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-40373 FILM NUMBER: 98502843 BUSINESS ADDRESS: STREET 1: 116 STANYAN CITY: SAN FRANCISCO STATE: CA ZIP: 94118 BUSINESS PHONE: 4153873135 MAIL ADDRESS: STREET 1: 116 STANYAN CITY: SAN FRANCISCO STATE: CA ZIP: 94118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOWARD RICE NEMEROVSKI CANADY FALK & RABKIN CENTRAL INDEX KEY: 0000906344 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3 EMBARCADERO CTR 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111-4065 BUSINESS PHONE: 4154341600 FORMER COMPANY: FORMER CONFORMED NAME: HOWARD RICE NEMEROVSKI CANADY ROBERTSON & FALK DATE OF NAME CHANGE: 19930601 SC 13D 1 SCHEDULE 13D 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 CUSIP No. 0114244 SCHEDULE 13D Page 2 of 4 1 Name of Reporting Person David 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 4,327,268 NUMBER OF SHARES 8 Shared Voting Power 0 BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power 4,327,268 REPORTING PERSON WITH 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,327,268 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 29.5% 14 Type of Reporting Person IN -2- 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 David Galoob is an individual who is a United States citizen. Mr. Galoob's business address is 801 Tierra Alta, Moss Beach, CA 94038-9722. 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 4,327,268 shares are owned by Mr. Galoob. -3- CUSIP No. 0114244 SCHEDULE 13D Page 4 of 4 (c) During the past 60 days, Mr. Galoob acquired 4,327,268 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/ David Galoob __________________________ DAVID GALOOB -4- -----END PRIVACY-ENHANCED MESSAGE-----