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.)

           7272 Wisconsin Avenue, Suite 300, Bethesda, Maryland, 20814
           (Address of Principal Executive Offices including zip code)

                         Compensation Plan Agreement(s)
                            (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              378,000                    $.28                  $ 28.00
    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. December
20, 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 members of
the Board who were not parties to the action, suit or proceeding; (3) if a

                                        3

<PAGE>

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                 25,000                   Legal Services
Andrew Farber                 25,000                   Legal Services
Deborah Hausman               28,000                   Legal Services
Dr. Timothy Magnus           300,000                   Software Development


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

                                        5

<PAGE>

the securities being registered, the Registrant will, unless in the opinion of
its counsel the 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.


                                       6
<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 Calgary, Province of Alberta on December 17,
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.



                                        Dated: December 15, 2000
                                        --------------------------

                                        By /s/ Todd Violette
                                        ---------------------------------
                                        Todd Violette, President
                                        Suite 810
                                        808 4th Avenue SW
                                        Calgary, Alberta  T2P3E8
                                        Telephone:  (403) 269-1010
                                        Facsimile: (954) 752-9171




                                        7


<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 Re: Legality and Consent

10
10.1
Compensation Plan Agreement between the Company and Jeffrey Klein and Andrew
Farber

10.2
Compensation Plan Agreement between the Company and Debbie Houseman

10.3
Compensation Plan Agreement between the Company and Timothy Magnus

23
Consent of Experts

                                        8
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{"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": "333-52988", "film-number": "799038"}, "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.)

           7272 Wisconsin Avenue, Suite 300, Bethesda, Maryland, 20814
           (Address of Principal Executive Offices including zip code)

                         Compensation Plan Agreement(s)
                            (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              378,000                    $.28                  $ 28.00
    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. December
20, 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 members of
the Board who were not parties to the action, suit or proceeding; (3) if a

                                        3
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                 25,000                   Legal Services
Andrew Farber                 25,000                   Legal Services
Deborah Hausman               28,000                   Legal Services
Dr. Timothy Magnus           300,000                   Software Development

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

                                        5
the securities being registered, the Registrant will, unless in the opinion of
its counsel the 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.

                                       6
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 Calgary, Province of Alberta on December 17,
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.

                                        Dated: December 15, 2000
                                        --------------------------

                                        By /s/ Todd Violette
                                        ---------------------------------
                                        Todd Violette, President
                                        Suite 810
                                        808 4th Avenue SW
                                        Calgary, Alberta  T2P3E8
                                        Telephone:  (403) 269-1010
                                        Facsimile: (954) 752-9171

                                        7
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 Re: Legality and Consent

10
10.1
Compensation Plan Agreement between the Company and Jeffrey Klein and Andrew
Farber

10.2
Compensation Plan Agreement between the Company and Debbie Houseman

10.3
Compensation Plan Agreement between the Company and Timothy Magnus

23
Consent of Experts

                                        8