SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                         Commission File Number 0-114244
                            Cusip Number 941 186 106

                           NOTIFICATION OF LATE FILING

(Check One):   [ ] Form 10-K    [_] Form 11-K    [_] Form 20-F    [x] Form 10-Q
               [_] Form N-SAR

               For Period Ended: March 31, 2000

     [ ]  Transition Report on Form 10-K

     [_]  Transition Report on Form 20-F

     [_]  Transition Report on Form 11-K

     [_]  Transition Report on Form 10-Q

     [_]  Transition Report on Form N-SAR

          For the Transition Period Ended:______________________________________

         Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

         If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:

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                         PART I - REGISTRANT INFORMATION

                                 WATCHOUT! INC.
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                             Full Name of Registrant

                         WHITE CLOUD EXPLORATION , INC.
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                            Former Name of Registrant








              20283 State Road 7 Suite 400, Boca Raton, Florida 33428
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                      Address of Principal Executive Office


                        PART II - RULE 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)

         (a) The reasons described in reasonable detail in Part III of this |
         form could not be eliminated without unreasonable effort or | expense;
         | | (b) The subject annual report, semi-annual report, transition
         report | on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion

 [X]     (b) thereof will be filed on or before the 15th calendar day
         following the prescribed due date; or the subject quarterly report or
         transition report on Form 10-Q, or portion thereof will be filed on or
         before the fifth calendar day following the prescribed due date; and

         (c) The accountant's statement or other exhibit required by Rule
         12b-25(c) has been attached if applicable.


                              PART - III NARRATIVE

State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR or
the transition report portion thereof could not be filed within the prescribed
time period.

The company had expected to hire a chief financial officer to prepare the
required financial statements and will now be required to retain an outside
accounting firm. We expect to file the required report within the allotted
extension.
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                           PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

        Kevin Walter                    561                    482-9421
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            (Name)                   (Area Code)         (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter period that the
     registrant was required to file such report(s) been filed? If the answer is
     no, identify report(s).
                                                              [x ] Yes  [_] No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof?
                                                              [_] Yes  [x ] No

     If so: attach an explanation of the anticipated change, both narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

                                 Watchout! Inc.
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                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date   May 15, 2000                By: /s/ Kevin Walter
                                   ---------------------------------------------
                                   Kevin Walter, president



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