-----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, VFXIcChiOH5BbfCFj/vkf8+oGegHL70C1BrTPY0cK/OBabxWPf5exJl6MDeCeKZb ZmIPpEN9A/ceCOeTCI8xlA== 0001072588-00-000027.txt : 20000320 0001072588-00-000027.hdr.sgml : 20000320 ACCESSION NUMBER: 0001072588-00-000027 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000317 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WATCHOUT INC CENTRAL INDEX KEY: 0000736314 STANDARD INDUSTRIAL CLASSIFICATION: OIL ROYALTY TRADERS [6792] IRS NUMBER: 840959153 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40373 FILM NUMBER: 572687 BUSINESS ADDRESS: STREET 1: 20283 STATE ROAD 7 STREET 2: SUITE #400 CITY: BOCA RATON STATE: FL ZIP: 33498 BUSINESS PHONE: 5614829420 MAIL ADDRESS: STREET 1: 1900 N W CORP BLVD STREET 2: SUITE 400 E CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: WHITE CLOUD EXPLORATION INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WATCHOUT INC CENTRAL INDEX KEY: 0000736314 STANDARD INDUSTRIAL CLASSIFICATION: OIL ROYALTY TRADERS [6792] IRS NUMBER: 840959153 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20283 STATE ROAD 7 STREET 2: SUITE #400 CITY: BOCA RATON STATE: FL ZIP: 33498 BUSINESS PHONE: 5614829420 MAIL ADDRESS: STREET 1: 1900 N W CORP BLVD STREET 2: SUITE 400 E CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: WHITE CLOUD EXPLORATION INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 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 ------ (Title of Class of Securities) 963551205 ---------- (Cusip Number) David Galoob, Robert Galoob, Archangel Holdings LLC, c/o 116 Stanyan, San - -------------------------------------------------------------------------------- Fransico, CA 94118 - ------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 10, 2000 ----------------- (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) 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 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 - ------------------------- 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) - ------------------------------------ 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. 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 - -------------------------------------- N/A Item 4. Purpose of the Transaction - ---------------------------------- 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. 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 - -------------------------------------------- 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 - -------------------------------------------------------------------------------- Securities of the Issuer. - -------------------------- 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 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. -----END PRIVACY-ENHANCED MESSAGE-----