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: September 24, 1997


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



     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
                                                     ------------

1430 Larimer, #209, Denver, CO  80202
-------------------------------------
(Former name or former address, if changed since last report.)




<PAGE>



Item 1. Changes in Control of Registrant
----------------------------------------

     On April 17,  1997,  WCM  Investments,  Inc.  (William C. Meier)  purchased
control of  Registrant  through the  acquisition  of 5,010,750  shares of common
stock which constituted 51% of total outstanding common stock.

     On May 14, 1997, the company issued 7,500,000 shares of common stock to WCM
Investments, Inc. for $7,500 in consideration. This, in the aggregate, increased
the control of Registrant by WCM  Investments,  Inc. to 72.2% of the outstanding
shares.

     On June 29, 1997,  the Board of Directors  approved a reverse  split of the
outstanding shares of stock of 173.25 to one, reducing the outstanding shares to
100,000, effective June 29, 1997.

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
--------------------

     On May 30, 1997, the company entered into an agreement with Goldpoint, Ltd.
to acquire  the assets of  Goldpoint  for  2,140,000  shares of common  stock of
registrant. The agreement is subject to funding of certain notes totalling up to
$ 550,000.

     On May 30, 1997, the company entered into an agreement with Watchout,  Inc.
to acquire  the assets of  Watchout  for  11,640,003  shares of common  stock of
registrant. The agreement is subject to funding of certain notes totalling up to
$ 550,000.

     As of  September  30,  1997,  $  450,000  in notes  had been  funded to the
Registrant and Watchout.

     The Company has issued a Note and Warrant to Capstone Investments.

     On June 30, 1997, the company agreed to issue 1,150,000 shares of stock for
services rendered in the event that the Watchout and Goldpoint transactions were
consummated.




<PAGE>


Item 6. Resignation of Directors
--------------------------------

     It  is  agreed  that  upon  consummation  of  the  Watchout  and  Goldpoint
transactions  and the  effectiveness of the required 14F Notice to Shareholders,
Directors--Messrs. Signer and Mahanti will resign and the appointment of Messrs.
Robert Galoob and David Galoob will become effective.

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

         Financials - None at this time.

         Exhibits
                  7.1  Goldpoint Contract
                  7.2  WATCHOUT! Contract
                  7.3  Note
                  7.4  Note
                  7.5  Warrant Agreement
                  7.6  Warrant Agreement
                  7.7  Warrant Agreement
                  7.8  Warrant Agreement

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: September 24, 1997              White Cloud Exploration, Inc.


                                      By: /s/  Steven Signer
                                         ---------------------------------------
                                         Steven Signer, President
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 4719}]
{"company-data": {"conformed-name": "WHITE CLOUD EXPLORATION INC", "cik": "0000736314", "assigned-sic": "6792", "irs-number": "840950153", "state-of-incorporation": "UT", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-11424", "film-number": "97690513"}, "business-address": {"street1": "1430 LARIMER ST #209", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "7135781411"}, "mail-address": {"street1": "1430 LARIMER ST #209", "city": "DENVER", "state": "CO", "zip": "80202"}}
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: September 24, 1997

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

     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
                                                     ------------

1430 Larimer, #209, Denver, CO  80202
-------------------------------------
(Former name or former address, if changed since last report.)
Item 1. Changes in Control of Registrant
----------------------------------------

     On April 17,  1997,  WCM  Investments,  Inc.  (William C. Meier)  purchased
control of  Registrant  through the  acquisition  of 5,010,750  shares of common
stock which constituted 51% of total outstanding common stock.

     On May 14, 1997, the company issued 7,500,000 shares of common stock to WCM
Investments, Inc. for $7,500 in consideration. This, in the aggregate, increased
the control of Registrant by WCM  Investments,  Inc. to 72.2% of the outstanding
shares.

     On June 29, 1997,  the Board of Directors  approved a reverse  split of the
outstanding shares of stock of 173.25 to one, reducing the outstanding shares to
100,000, effective June 29, 1997.

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
--------------------

     On May 30, 1997, the company entered into an agreement with Goldpoint, Ltd.
to acquire  the assets of  Goldpoint  for  2,140,000  shares of common  stock of
registrant. The agreement is subject to funding of certain notes totalling up to
$ 550,000.

     On May 30, 1997, the company entered into an agreement with Watchout,  Inc.
to acquire  the assets of  Watchout  for  11,640,003  shares of common  stock of
registrant. The agreement is subject to funding of certain notes totalling up to
$ 550,000.

     As of  September  30,  1997,  $  450,000  in notes  had been  funded to the
Registrant and Watchout.

     The Company has issued a Note and Warrant to Capstone Investments.

     On June 30, 1997, the company agreed to issue 1,150,000 shares of stock for
services rendered in the event that the Watchout and Goldpoint transactions were
consummated.
Item 6. Resignation of Directors
--------------------------------

     It  is  agreed  that  upon  consummation  of  the  Watchout  and  Goldpoint
transactions  and the  effectiveness of the required 14F Notice to Shareholders,
Directors--Messrs. Signer and Mahanti will resign and the appointment of Messrs.
Robert Galoob and David Galoob will become effective.

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

         Financials - None at this time.

         Exhibits
                  7.1  Goldpoint Contract
                  7.2  WATCHOUT! Contract
                  7.3  Note
                  7.4  Note
                  7.5  Warrant Agreement
                  7.6  Warrant Agreement
                  7.7  Warrant Agreement
                  7.8  Warrant Agreement

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: September 24, 1997              White Cloud Exploration, Inc.

                                      By: /s/  Steven Signer
                                         ---------------------------------------
                                         Steven Signer, President