SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                 WATCHOUT! INC.
             (Exact name of registrant as specified in its charter)

                          WHITE CLOUD EXPLORATION, INC.
                           (Former Name of Registrant)

              Utah                                              84-0959153
-----------------------------                                   ----------
State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)

             20283 State Road 7, Suite 400 Boca Raton, Florida 33496
           (Address of Principal Executive Offices including zip code)

                           Compensation Plan Agreement
                            (Full title of the plan)

                                Farber and Klein
                         23123 State Road 7, Suite 350B

                            Boca Raton, Florida 33428
                     (Name and address of agent for service)
                                 (561) 470-9010
          (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>

Title of Class of Securities        Amount to be       Proposed Maximum Offering        Amount of
to be Registered                      Registered          Price Per Share (1)              Fee
----------------                      ----------          -------------------              ---
<S>                                    <C>                    <C>                      <C>
Common Stock, $.001                    985,000                $.315                    $  82.00
 par value
</TABLE>

1) Computed  pursuant to Rule 457(c) of the  Securities Act of 1933, as amended,
solely  for  the  purpose  of  calculating  the  registration  fee  and not as a
representation  as to any actual proposed  price.  The offering price per share,
maximum aggregate  offering price and registration fee is based upon the average
of the high and the low price in the market  for the common  stock on August 29,
2000.


<PAGE>




PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Pursuant to Rule 428(b)(1),  the  information  required by Part 1 is included in
documents sent or given to each employee of Watchout!  Inc., a Utah  corporation
("Company").


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following  documents are  incorporated  by reference into this  Registration
Statement and made a part hereof:

(a) The  registrant's  Form 10-K for the year ended  December  31, 1999 filed on
March 30, 2000 under Section 13(a) or 15(d) of Securities  Exchange Act of 1934,
as amended (the "Exchange Act").

(b) All other reports which may be filed by the  Registrant  pursuant to Section
13(a) or 15(d) of the  Exchange  Act since the end of the fiscal year covered by
the registrant document referred to in (a) immediately above.

(c)  Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposed  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

Item 4.  Description of Securities.

The class of securities to be offered hereby has been  registered  under Section
12 of the Exchange Act by the registrant, and incorporated by reference.

                                        2


<PAGE>

Item 5.  Interests of Named Experts and Counsel.

The  validity of the  securities  offered will be passed upon for the Company by
the law firm of Farber and Klein of Boca Raton, Florida..

The Law  Offices of  Jeffrey  Klein,  P.A.,  and Andrew  Farber  P.A.  have each
rendered  legal  services  for and on behalf of the  Registrant.  Both firms are
located at 23123 State Road 7, Suite 350B, Boca Raton, Florida 33428

Michael  Johnson & Company,  LLC consent to the  incorporation  by  reference of
their report on the audited  financial  statements  contained in the Form 10-KSB
filed on March 30, 2000.

Item 6.  Indemnification of Directors and Officers.

We shall  indemnify  to the  fullest  extent  permitted  by,  and in the  manner
permissible  under the laws of the State of Utah, any person made, or threatened
to be  made,  a party to an  action  or  proceeding,  whether  criminal,  civil,
administrative  or  investigative,  by  reason  of the fact  that he is or was a
director or officer,  or served any other  enterprise  as  director,  officer or
employee at our request. The Board of Directors,  in its discretion,  shall have
the power on our behalf to  indemnify  any  person,  other  than a  director  or
officer,  made a party to any action,  suit or  proceeding by reason of the fact
that he/she is or was an employee.

Utah Code Section  16-10a-902  provides that Utah  corporations may indemnify an
individual made a party to a proceeding because he is or was a director, against
liability  incurred in the proceeding if the person's conduct was in good faith,
was not opposed to the best interests of the  corporation and in the case of any
criminal  proceeding,  the person had no reasonable cause to believe his conduct
was unlawful.  The termination of a proceeding by judgment,  order,  settlement,
conviction,  or a plea of nolo  contendere or its  equivalent is not, of itself,
determinative  that the director did not meet the required  standard of conduct.
Indemnification is not available in a proceeding by the corporation in which the
director is adjudged  liable or, in connection with any other  proceeding  where
the director derived an improper personal gain.

Further,  in an action  brought  by us or in our  right,  if the  person,  after
exhaustion  of all appeals,  is found to be liable to us, or if the person makes
payment to us in settlement of the action,  indemnification is available only to
the extent a court of competent jurisdiction determines the person is fairly and
reasonably  entitled to indemnification.  Such discretionary  indemnification is
available only as authorized on a case-by-case  basis by: (1) the  stockholders;
(2) a majority of a quorum of the Board of Directors consisting of

                                        3


<PAGE>



members of the Board who were not parties to the action, suit or proceeding; (3)
if a majority of a quorum of the Board of Directors consisting of members of the
board who were not  parties to the  action,  suit or  proceeding  so orders,  by
independent legal counsel in a written opinion;  or (4) if a quorum of the Board
of  Directors  consisting  of members  of the Board who were not  parties to the
action cannot be obtained, by independent legal counsel in a written opinion.

To the extent that our director or officer is successful in defending against an
action,  suit or  proceeding  brought  against  that person as a result of their
current or former status as an officer or director, we must indemnify the person
against  all  expenses  actually  and  reasonably  incurred  by  the  person  in
connection with their defense. Utah law also allows Utah corporations to advance
expenses of officers  and  directors  incurred in  defending a civil or criminal
action as they are incurred,  upon receipt of an  undertaking by or on behalf of
the director or officer to repay such expenses if it is ultimately determined by
a court of competent  jurisdiction that such officer or director is not entitled
to be  indemnified by the  corporation  because such officer or director did not
act in good faith and in a manner reasonably believed to be in or not opposed to
the best interests of the corporation.

Our By-laws provide for the indemnification of its directors and officers to the
maximum extent  provided by law. It is the position of the SEC and certain state
securities  administrators  that any attempt to limit the  liability  of persons
controlling an issuer under the federal securities laws or state securities laws
is contrary to public policy and therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8.  Consultants and Advisors

The  following   consultants  will  be  issued   securities   pursuant  to  this
Registration statement:

Name                      Number                    Type of Services Provided

Jeffrey Klein              Up to 322,500            Legal Services
Andrew Farber              Up to 322,500            Legal Services
Terry L. Reed              340,000                  Employment  Services

Item 9.  Exhibits.

See Exhibit Index and Exhibits attached hereto.




                                        4


<PAGE>

Item 10.  Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file,  during any period in which it offers or sells  securities,  a post
effective amendment to this Registration Statement to:

         (i)  Include  any  prospectus  required  by  section  10(a)(3)  of  the
         Securities  Act;

         (ii) Reflect in the prospectus any facts or events which,  individually
         or together,  represent a fundamental  change in the information in the
         registration statement; and notwithstanding the foregoing, any increase
         or decrease in volume of securities  offered (if the total dollar value
         of securities  offered would not exceed that which was  registered) and
         any deviation  from the low or high of the estimated  maximum  offering
         range  may be  reflected  in the  form of  prospectus  filed  with  the
         Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
         the volume and price represent no more than twenty percent (20%) change
         in the maximum  aggregate  offering price set forth in the "Calculation
         of Registration Fee" table in the effective registration statement.

         (iii) Include any  additional or changed  material  information  on the
         plan  of  distribution.   (2)  For  determining   liability  under  the
         Securities   Act,  treat  each  post  effective   amendment  as  a  new
         registration  statement of the securities offered,  and the offering of
         the securities at that time to be the initial bona fide offering.

(3)  For   determining  any  liability  under  the  Securities  Act,  treat  the
information  omitted  from  the  form  of  prospectus  filed  as  part  of  this
registration  statement  in reliance  upon Rule 430A and  contained in a form of
prospectus  filed by the small business issuer under Rule  424(b)(1),  or (4) or
497(h) under the Securities Act as part of this registration statement as of the
time Commission declared it effective.

(4) For  determining  any liability  under the  Securities  Act, treat each post
effective amendment as a new registration  statement for the securities offered,
and the  offering of the  securities  at that time to be the  initial  bona fide
offering.   Insofar  as  indemnification   for  liabilities  arising  under  the
Securities  Act of 1933, as amended (the "Act"),  may be permitted to directors,
officers and  controlling  persons of the  Registrant  pursuant to the foregoing
provisions or otherwise,  the Registrant has been advised that in the opinion of
the Securities and Exchange  Commission such  indemnification  in against public
policy as expressed in the Act and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the opinion of its counsel the

                                        5


<PAGE>



matter  has  been  settled  by  controlling  precedent,  submit  to a  Court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly  authorized,  in the City of Boca Raton,  State of  Florida,  on August 30,
2000.  Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated:

Watchout! Inc.

/S/ MELVIN J. BROUSSARD
----------------------------------
By: Melvin J. Broussard, President
20283 State Road 7, Suite 400
Boca Raton, Florida 33431
Telephone:  (561)482-9421
Facsimile: (954) 752-9171




                                        6


<PAGE>



                                  EXHIBIT INDEX


Exhibit #
Exhibit Item

3.1  Articles of Incorporation (Incorporated by Reference, Form 10-SB)


3.2  Bylaws (Incorporated by Reference, Form 10-SB)


5    Opinion of Farber and Klein

10.1 Form of Compensation  Plan Agreement  between the Company and Jeffrey Klein
     and Andrew Farber

10.2 Form of Compensation Plan Agreement between the Company and Terry Reed


23.1 Consent of Farber and Klein (include in Exhibit 5)

23.2 Consent of Michael Johnson & Company, LLC

                                        7
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 14305}]
{"company-data": {"conformed-name": "WATCHOUT INC", "cik": "0000736314", "assigned-sic": "6792", "irs-number": "840959153", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44936", "film-number": "714741"}, "business-address": {"street1": "20283 STATE ROAD 7", "street2": "SUITE #400", "city": "BOCA RATON", "state": "FL", "zip": "33498", "phone": "5614829420"}, "mail-address": {"street1": "1900 N W CORP BLVD", "street2": "SUITE 400 E", "city": "BOCA RATON", "state": "FL", "zip": "33431"}, "former-company": {"former-conformed-name": "WHITE CLOUD EXPLORATION INC", "date-changed": "19920703"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                 WATCHOUT! INC.
             (Exact name of registrant as specified in its charter)

                          WHITE CLOUD EXPLORATION, INC.
                           (Former Name of Registrant)

              Utah                                              84-0959153
-----------------------------                                   ----------
State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)

             20283 State Road 7, Suite 400 Boca Raton, Florida 33496
           (Address of Principal Executive Offices including zip code)

                           Compensation Plan Agreement
                            (Full title of the plan)

                                Farber and Klein
                         23123 State Road 7, Suite 350B

                            Boca Raton, Florida 33428
                     (Name and address of agent for service)
                                 (561) 470-9010
          (Telephone number, including area code, of agent for service)
Title of Class of Securities        Amount to be       Proposed Maximum Offering        Amount of
to be Registered                      Registered          Price Per Share (1)              Fee
----------------                      ----------          -------------------              ---
Common Stock, $.001                    985,000                $.315                    $  82.00
 par value
1) Computed  pursuant to Rule 457(c) of the  Securities Act of 1933, as amended,
solely  for  the  purpose  of  calculating  the  registration  fee  and not as a
representation  as to any actual proposed  price.  The offering price per share,
maximum aggregate  offering price and registration fee is based upon the average
of the high and the low price in the market  for the common  stock on August 29,
2000.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Pursuant to Rule 428(b)(1),  the  information  required by Part 1 is included in
documents sent or given to each employee of Watchout!  Inc., a Utah  corporation
("Company").

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following  documents are  incorporated  by reference into this  Registration
Statement and made a part hereof:

(a) The  registrant's  Form 10-K for the year ended  December  31, 1999 filed on
March 30, 2000 under Section 13(a) or 15(d) of Securities  Exchange Act of 1934,
as amended (the "Exchange Act").

(b) All other reports which may be filed by the  Registrant  pursuant to Section
13(a) or 15(d) of the  Exchange  Act since the end of the fiscal year covered by
the registrant document referred to in (a) immediately above.

(c)  Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposed  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

Item 4.  Description of Securities.

The class of securities to be offered hereby has been  registered  under Section
12 of the Exchange Act by the registrant, and incorporated by reference.

                                        2
Item 5.  Interests of Named Experts and Counsel.

The  validity of the  securities  offered will be passed upon for the Company by
the law firm of Farber and Klein of Boca Raton, Florida..

The Law  Offices of  Jeffrey  Klein,  P.A.,  and Andrew  Farber  P.A.  have each
rendered  legal  services  for and on behalf of the  Registrant.  Both firms are
located at 23123 State Road 7, Suite 350B, Boca Raton, Florida 33428

Michael  Johnson & Company,  LLC consent to the  incorporation  by  reference of
their report on the audited  financial  statements  contained in the Form 10-KSB
filed on March 30, 2000.

Item 6.  Indemnification of Directors and Officers.

We shall  indemnify  to the  fullest  extent  permitted  by,  and in the  manner
permissible  under the laws of the State of Utah, any person made, or threatened
to be  made,  a party to an  action  or  proceeding,  whether  criminal,  civil,
administrative  or  investigative,  by  reason  of the fact  that he is or was a
director or officer,  or served any other  enterprise  as  director,  officer or
employee at our request. The Board of Directors,  in its discretion,  shall have
the power on our behalf to  indemnify  any  person,  other  than a  director  or
officer,  made a party to any action,  suit or  proceeding by reason of the fact
that he/she is or was an employee.

Utah Code Section  16-10a-902  provides that Utah  corporations may indemnify an
individual made a party to a proceeding because he is or was a director, against
liability  incurred in the proceeding if the person's conduct was in good faith,
was not opposed to the best interests of the  corporation and in the case of any
criminal  proceeding,  the person had no reasonable cause to believe his conduct
was unlawful.  The termination of a proceeding by judgment,  order,  settlement,
conviction,  or a plea of nolo  contendere or its  equivalent is not, of itself,
determinative  that the director did not meet the required  standard of conduct.
Indemnification is not available in a proceeding by the corporation in which the
director is adjudged  liable or, in connection with any other  proceeding  where
the director derived an improper personal gain.

Further,  in an action  brought  by us or in our  right,  if the  person,  after
exhaustion  of all appeals,  is found to be liable to us, or if the person makes
payment to us in settlement of the action,  indemnification is available only to
the extent a court of competent jurisdiction determines the person is fairly and
reasonably  entitled to indemnification.  Such discretionary  indemnification is
available only as authorized on a case-by-case  basis by: (1) the  stockholders;
(2) a majority of a quorum of the Board of Directors consisting of

                                        3
members of the Board who were not parties to the action, suit or proceeding; (3)
if a majority of a quorum of the Board of Directors consisting of members of the
board who were not  parties to the  action,  suit or  proceeding  so orders,  by
independent legal counsel in a written opinion;  or (4) if a quorum of the Board
of  Directors  consisting  of members  of the Board who were not  parties to the
action cannot be obtained, by independent legal counsel in a written opinion.

To the extent that our director or officer is successful in defending against an
action,  suit or  proceeding  brought  against  that person as a result of their
current or former status as an officer or director, we must indemnify the person
against  all  expenses  actually  and  reasonably  incurred  by  the  person  in
connection with their defense. Utah law also allows Utah corporations to advance
expenses of officers  and  directors  incurred in  defending a civil or criminal
action as they are incurred,  upon receipt of an  undertaking by or on behalf of
the director or officer to repay such expenses if it is ultimately determined by
a court of competent  jurisdiction that such officer or director is not entitled
to be  indemnified by the  corporation  because such officer or director did not
act in good faith and in a manner reasonably believed to be in or not opposed to
the best interests of the corporation.

Our By-laws provide for the indemnification of its directors and officers to the
maximum extent  provided by law. It is the position of the SEC and certain state
securities  administrators  that any attempt to limit the  liability  of persons
controlling an issuer under the federal securities laws or state securities laws
is contrary to public policy and therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8.  Consultants and Advisors

The  following   consultants  will  be  issued   securities   pursuant  to  this
Registration statement:

Name                      Number                    Type of Services Provided

Jeffrey Klein              Up to 322,500            Legal Services
Andrew Farber              Up to 322,500            Legal Services
Terry L. Reed              340,000                  Employment  Services

Item 9.  Exhibits.

See Exhibit Index and Exhibits attached hereto.

                                        4
Item 10.  Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file,  during any period in which it offers or sells  securities,  a post
effective amendment to this Registration Statement to:

         (i)  Include  any  prospectus  required  by  section  10(a)(3)  of  the
         Securities  Act;

         (ii) Reflect in the prospectus any facts or events which,  individually
         or together,  represent a fundamental  change in the information in the
         registration statement; and notwithstanding the foregoing, any increase
         or decrease in volume of securities  offered (if the total dollar value
         of securities  offered would not exceed that which was  registered) and
         any deviation  from the low or high of the estimated  maximum  offering
         range  may be  reflected  in the  form of  prospectus  filed  with  the
         Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
         the volume and price represent no more than twenty percent (20%) change
         in the maximum  aggregate  offering price set forth in the "Calculation
         of Registration Fee" table in the effective registration statement.

         (iii) Include any  additional or changed  material  information  on the
         plan  of  distribution.   (2)  For  determining   liability  under  the
         Securities   Act,  treat  each  post  effective   amendment  as  a  new
         registration  statement of the securities offered,  and the offering of
         the securities at that time to be the initial bona fide offering.

(3)  For   determining  any  liability  under  the  Securities  Act,  treat  the
information  omitted  from  the  form  of  prospectus  filed  as  part  of  this
registration  statement  in reliance  upon Rule 430A and  contained in a form of
prospectus  filed by the small business issuer under Rule  424(b)(1),  or (4) or
497(h) under the Securities Act as part of this registration statement as of the
time Commission declared it effective.

(4) For  determining  any liability  under the  Securities  Act, treat each post
effective amendment as a new registration  statement for the securities offered,
and the  offering of the  securities  at that time to be the  initial  bona fide
offering.   Insofar  as  indemnification   for  liabilities  arising  under  the
Securities  Act of 1933, as amended (the "Act"),  may be permitted to directors,
officers and  controlling  persons of the  Registrant  pursuant to the foregoing
provisions or otherwise,  the Registrant has been advised that in the opinion of
the Securities and Exchange  Commission such  indemnification  in against public
policy as expressed in the Act and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the opinion of its counsel the

                                        5
matter  has  been  settled  by  controlling  precedent,  submit  to a  Court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly  authorized,  in the City of Boca Raton,  State of  Florida,  on August 30,
2000.  Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated:

Watchout! Inc.

/S/ MELVIN J. BROUSSARD
----------------------------------
By: Melvin J. Broussard, President
20283 State Road 7, Suite 400
Boca Raton, Florida 33431
Telephone:  (561)482-9421
Facsimile: (954) 752-9171

                                        6
EXHIBIT INDEX

Exhibit #
Exhibit Item

3.1  Articles of Incorporation (Incorporated by Reference, Form 10-SB)

3.2  Bylaws (Incorporated by Reference, Form 10-SB)

5    Opinion of Farber and Klein

10.1 Form of Compensation  Plan Agreement  between the Company and Jeffrey Klein
     and Andrew Farber

10.2 Form of Compensation Plan Agreement between the Company and Terry Reed

23.1 Consent of Farber and Klein (include in Exhibit 5)

23.2 Consent of Michael Johnson & Company, LLC

                                        7