SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


                           FORM 10-KSB

        Annual Report Pursuant to Section 13 or 15(d) of
               The Securities Exchange Act of 1934

For the fiscal year ended:  June 30, 1997

Commission File number:  0-114244

                  WHITE CLOUD EXPLORATION, INC.
     (Exact name of registrant as specified in its charter)

Utah                                         84-0959153
State or Other Jurisdiction                  (I.R.S. Employer
of incorporation or organization)            Identification
Number)

1430 Larimer #209, Denver, CO  80202
(Address of principal Executive Offices Zip Code)

Registrant's telephone number, including area code: None

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

             Common Stock, $.001 Par Value per Share
                        (Title of Class)

     Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes ( )   No (X)

Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.

State issuer's revenues for its most recent fiscal year. $0


<PAGE>

Transitional Small Business Disclosure Format:

               ______ Yes     ___X____ No

As of June 30, 1997, 100,000 shares of common stock were
outstanding.  The aggregate market value of the Stock held
by non-affiliates was none at June 30, 1997.

     Documents incorporated by reference:   None

<PAGE>

                             Part I

Item 1. Business.

General

     Since its inception in July of 1983, White Cloud
Exploration, Inc. ("White Cloud" or the Company") has been in the
developmental stage, while it has attempted to identify suitable
mergers, asset or equity acquisitions, operations.  See "Financial
Statements".

     White Cloud, in March of 1991, entered into a Letter of
Intent whereby White Cloud was to acquire 100% of the Stock of
American Technology, Inc. ("ATI") in exchange for stock of White
Cloud.  The merger was cancelled due to accounting difficulties
with American Technology, Inc.

     The Company has had no further activities since 1991, and
has been inactive.

     The Company has no full-time employees.  Its officers and
directors devote as much of their time as is necessary to conduct
the Company's business.

     The Company is presently in the developmental stage.  The
Company has been unsuccessful to date in achieving any business
operations due to inadequate capital.

     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 and
implemented 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.

     On May 30, 1997, the company entered into an agreement with
Goldpoint, Ltd. to acquire 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 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.

     At June 30, 1997, no funding of notes, nor closing of
transactions with Watchout, Inc. or Goldpoint, Ltd. had occurred.

<PAGE>

Employees and Consultants

     The Company at fiscal year end had no paid employees, and its
President, Steve Signer and Secretary, Dev Mahanti serve on an as
needed basis. These officers intend to devote only such time as
necessary to the business affairs of the Company.

     Presently, none of the officers receive salaries, however,
they are reimbursed for their expenses incurred in their services
as officers. There is no provision for any additional bonuses or
benefits. The Company anticipates that in the near future it may
enter into employment agreements with its officers. Although
Directors do not receive compensation for their services they may
be reimbursed for expenses incurred in attending Board meetings.

Item 2. Properties.

     The Company maintains its corporate office at 1430 Larimer,
#209, Denver, Colorado 80202 under an informal arrangement with
the Company's President. This space is deemed adequate for the
foreseeable future.

Item 3. Legal Proceedings.

     The Company is not a party to any pending legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders.

     No matters were submitted to a vote of security holders
within the year covered by this report, through solicitation of
proxies or otherwise.

                            Part II

Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.

     The outstanding registered securities of White Cloud
Exploration, Inc. are not now presently traded on any exchange.

                    Common Stock   Common Stock
1996                Bid High       Bid Low
________________________________________________________________

1st Quarter         no quote       no quote
2nd Quarter         no quote       no quote
3rd Quarter         no quote       no quote
4th Quarter         no quote       no quote

<PAGE>

                    Common Stock   Common Stock
1997                Bid High       Bid Low
________________________________________________________________

1st Quarter         no quote       no quote
2nd Quarter         no quote       no quote
3rd Quarter         no quote       no quote
4th Quarter         no quote       no quote


     The Company anticipates its shares will trade over the
counter by market makers who have not as yet quoted a specific
bid or ask price. Quotations, if made, represent only prices
between dealers and do not include retail markups, markdowns or
commissions and accordingly, may not represent actual
transactions. The Company estimates that as of June 30, 1997,
there are approximately 197 record stockholders of the Company's
shares.

     No dividends have been declared or paid by the Company and
presently intends to retain all future earnings, if any, to
finance the expansion and development of its business.

Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

Financial Condition

     During fiscal year 1997, the Company continued to be a
development stage entity and posted no sales or revenues.

Financial Condition and Changes in Financial Condition

     No business operations were conducted and no revenues were
generated in the fiscal year 1997 or 1996.  The Company at year
end June 30, 1997, had $100 in cash compared with $0 in cash at
June 30, 1996, and no other significant assets.  The Company at
fiscal year end needed cash infusions from shareholders to
provide capital, or loans from any sources, for any significant
business venture.

Liquidity and Capital Assets.

     The Company's primary source of liquidity since inception
has been from funds raised during its initial capitalization and
from shareholder advances.  The company had nominal cash at
current year end, and nominal cash at previous year end and no
capital assets at the end of either year.

Results of Operations 1997 Compared to 1996

     No Revenues were generated in 1997 or 1996.  In the fiscal
year ended June 30, 1997, the Company incurred expenses of legal,
accounting, and administrative expenses totalling $9,002.  As of

<PAGE>

June 30, 1997, the Company had no material commitments for
capital expenditures.

     In the fiscal year ended June 30, 1996,  the Company
incurred no general and administrative expenses, and had no net
operating loss in 1996.  In the fiscal year ended June 30, 1997,
the Company incurred an operating loss of ($9,002) for FY ended
June 30, 1997.

     At present, the Company has no business income or business
operations.  Accordingly, the reported financial information
herein may not be indicative of future operating results.

Results of Operations - Prior Years

     The Company's operations through June 30, 1996, did not
generate revenues, and the Company has not been actively engaged
in any operations since June 30, 1991.  Consequently, the Company
has not generated any revenues, and does not anticipate generating
revenues or becoming actively engaged in any operations until such
time as it completes an acquisition, in which case it may commence
active operations and generate revenues, depending on the nature
and activities after the merger.

Item 7. Financial Statements and Supplemental Data.

     Attached hereto and filed as part of this Form 10-KSB are
the financial statements required by Regulation SB. Please refer
to pages F-1 through F-10.

Item 8. Changes in and Disagreements on Accounting and Financial
Disclosure.

     In connection with audits of two most recent fiscal years
and any interim period preceding resignation, no disagreements
exist with any former accountant on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope of procedure, which disagreements if not resolved
to the satisfaction of the former accountant would have caused
him to make reference in connection with his report to the
subject matter of the disagreement(s).

     The principal accountant's report on the financial
statements for any of the past two years contained no adverse
opinion or a disclaimer of opinion nor was qualified as to
uncertainty, audit scope, or accounting principles except for the
"going concern" qualification.

     For Fiscal Year 1992 and thereafter the Company engaged as
its Auditor Michael B. Johnson & Co.   There were no disagreements
as to any matter of accounting practice or principles, financial
statement disclosure or auditing scope or procedure.


<PAGE>

                            Part III

Item 9. Directors and Executive Officers of the Registrant and
Compliance with Section 16(a).

Identification of Directors and Executive Officers of the Company

     The directors and executive officers of the Company, their
age, positions held in the Company, and duration as such, were as
follows as of end of the fiscal year:

     Name           Age            Position            Since

Steven C. Signer    48             President           10/9/89
Dev K. Mahanti      38             Secretary/Treasurer 10/9/89

Business Experience

     The following is a brief account of the business experience
during the past five years of the former officer/directors at the
end of the period, indicting their principal occupation and
employment during that period, and the name and principal
business of the organization in which such occupation and
employment were carried out.

     Steven C. Signer.  Mr. Signer at fiscal year end was currently 
the President and a Director of White Cloud Exploration.  Mr. Signer 
has been a member of the National Association of Securities Dealers, Inc.
since 1977 and served as a securities broker for Cohig & Co. for
the period 1992 to date.  Mr. Signer received a degree in
Economics in 1971 from the University of Colorado in Boulder,
Colorado.  He has been President and director of CSI, Inc., since
1992.

     Dev Mahanti.  Mr. Mahanti at fiscal year end was Director and 
Secretary of Registrant.  In 1981, he received a Bachelor of Science 
degree in Accounting from the University of Detroit and is a CPA in Colorado.
From 1992 to date he has been a licensed securities broker with Cohig
& Co.  He has been Secretary and Director of CSI, Inc. since 1992.

     Directors of the Company hold office until the next annual
meeting of the shareholders and until their successors have been
elected and qualified.

     Officers of the Company are elected by the Board of Directors
at the first meeting after each annual meeting of the Company
shareholders and hold office until their death, or until they
shall resign or have been removed from office.

Section 16(a) Reporting Delinquencies

     Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), requires the Company's officers and
directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and

<PAGE>

changes in ownership of equity securities of the Company with the
Securities and Exchange Commission and NASDAQ. Officers, directors
and greater-than 10% shareholders are required by the Securities
and Exchange Commission regulation to furnish the Company with copies
of all Section 16(a) filings.

     1.   The following persons did not file reports under Section
16(a) during the most recent fiscal year:

     a.   Steven C. Signer    President and Director
     b.   Dev Mahanti         Secretary and Director


     2.   For each person, listed by subparagraph letter above:

Number of late      Number of                Known failures
reports             transactions not         to file forms
                    reported on a
                    timely basis

a.   1997(7)        one                      i) Annual Form 5
                                                    Form 4

b.   1997(7)        one                      i) Annual Form 5
                                                    Form 4

Item 10. Executive Compensation.

     The Company accrued a total of $0 compensation to the
executive officers as a group for services contributed to the 
Company in all capacities during the 1997 fiscal year. No one 
executive officer received, or has accrued for his benefit, in 
excess of $60,000 for the year. No cash bonuses were or are to 
be paid to such persons.

     The Company does not have any employee incentive stock option
plans.

     There are no plans pursuant to which cash or non-cash
compensation was paid or distributed during the last fiscal year, or 
is proposed to be paid or distributed in the future, to the executive 
officers of the Company.  No other compensation not described above 
was paid or distributed during the last fiscal year to the executive 
officers of the Company. There are no compensatory plans or 
arrangements, with respect to any executive office of the Company, 
which result or will result from the resignation, retirement or any 
other termination of such individual's employment with the Company or 
from a change in control of the Company or a change in the individual's 
responsibilities following a change in control.


<PAGE>

            SUMMARY COMPENSATION TABLE OF EXECUTIVES

                    Annual Compensation           Awards

Name and Principal Fiscal  Salary  Bonus  Other Annual  Restricted Securities
Position           Year    ($)     ($)    Compensation  Stock      Underlying
                                          ($)           Awards(s)  Options/
                                                        ($)        SARs (#)
Steven C. Signer,  1994     0      0      0             0          0
President
                   1995     0      0      0             0          0
                   1996     0      0      0             0          0

Dev Mahanti,       1994     0      0      0             0          0
Secretary
                   1995     0      0      0             0          0
                   1996     0      0      0             0          0
Option/SAR Grants Table (None)

Aggregated Option/SAR Exercises in Last Fiscal Year an FY-EndOption/SAR 
value (None)

Long Term Incentive Plans - Awards in Last Fiscal Year (None)

           DIRECTOR COMPENSATION FOR LAST FISCAL YEAR

(Except for compensation of Officers who are also Directors which
Compensation   is  listed  in  Summary  Compensation   Table   of
Executives)

                        Cash Compensation             Security Grants
Name                 Annual     Meeting   Consulting   Number   Number of
                     Retainer   Fees ($)  Fees/Other   ofShares Securities
                     Fees ($)             Fees/($)     (#)      Underlying
                                                                Options/
                                                                SARs (#)

Director, Steven C.  0          0         0            0        0
Signer
Director, Dev        0          0         0            0        0
Mahanti

Item 11. Security Ownership of Management and Beneficial Owners.

The  following  table sets forth information, as of  Fiscal  year
end,  with  respect to the beneficial ownership of the  Company's
$.001  par value common stock by each person known by the Company
to  be  the  beneficial owner of more than five  percent  of  the
outstanding  common stock, and by current officers and  directors
of the Company.


<PAGE>

Stock Title       Name and Address          Amount of Beneficial Percentage
of  Class         of Beneficial Owner       Ownership            of Class
Common            WCM Investments, Inc.     72,212(1)            72%
                  2350 Airport Freeway #660
                  Bedford, TX 76022

Common            Dev K. Mahanti            14                   .0001%
                  Secretary & Director
                  1430 Larimer, #209
                  Denver, CO 80202

Common            Steven C. Signer          772(2)               .77%
                  President & Director
                  1430 Larimer, #209
                  Denver, CO 80202

                  All Officers and          786                  .78%
                  Directors as a Group
                  (2 Persons)

(1)   WCM  Investments, Inc. is beneficially owned by William  C. Meier.

(2)   Includes 289 shares owned by Reyna Culpepper, Mr.  Signer's wife.

Item 12. Certain Relationships and Related Transactions.

     There were no transactions or series of transactions for the
fiscal year, to which the Company is a party, in which the amount
exceeds  $60,000, and in which, to the knowledge of the  Company,
any   director,   executive  director,  nominee,   five   percent
stockholder or any member of the immediate family of any  of  the
foregoing  persons,  have  or will  have  a  direct  or  indirect
material interest, except as follows:

          WCM  Investments,  Inc.  beneficially  owned  by William
          C. Meier contributed $7,500 in cash and  other consideration 
          to the Company in May 1997  for  issuance of 7,500,000 shares
          of common stock, pre-reverse split. By  virtue of this transaction
          WCM became the owner  of 72%  of  the  then  outstanding common
          stock  of  the registrant when combined with other holdings.

                            Part IV

Item  13. Exhibits, Financial Statement Schedules and Reports  on Form 8-K.

(a)  The following exhibits and financial statement schedules are filed as
exhibits to this Report:

1. Financial Statements of the Registrant are included under Item 8 hereof.


<PAGE>

2. Financial Statement Schedules - None

3. Exhibits:

Exhibit #   Description                 Location

3.1         Articles of Incorporation   Exhibit to Annual Report on 
                                        Form 10-K for  Fiscal Year ended
                                        June 30, 1986

3.2         Bylaws of Registrant        Exhibit to Annual Reporton 
                                        Form 10-K for  Fiscal Year ended
                                        June  30, 1986

27.1        Financial Data Schedule     Attached

(b)  Reports on Form 8-K. There were no reports on Form  8-K  for
the twelve month period ended June 30.

(c)  Proxy  Statements. There were no proxy statements or annual
reports sent to stockholders during the period covered herein.

                           Signatures

Pursuant  to  the  requirements of Section 13  or  15(d)  of  the
Securities  and  Exchange Act of 1934, the  Registrant  had  duly
caused  this Report to be signed on its behalf by the undersigned
thereunto duly authorized, in the city of San Francisco, State of
California on this 15th day of January, 1998.

White Cloud Exploration, Inc.

By:  /s/ Robert Galoob
     Robert Galoob, President

Pursuant  to the requirements of the Securities Exchange  Act  of
1934, this Report has been signed by the following persons in the
capacities and on the dates indicated.

     Signature           Title                    Date

/s/Robert Galoob         President                January 15, 1998
Robert Galoob            Director


/s/David Galoob          Secretary                January 15, 1998
David Galoob             Director








                                 
                   WHITE CLOUD EXPLORATION, INC.
                   (A Development Stage Company)
                                 
                                 
                       FINANCIAL STATEMENTS
                                 
                           June 30, 1997


<PAGE>

                            Michael b. Johnson & Co., P.C.
                             (A Professional Corporation)
                            
                              Certified Public Accountants
                             9175 East Kenyon Ave., Suite 100
                                 Denver, Colorado 80237
Michael B. Johnson C.P.A.                                      (303) 796-0099
Member: A.I.C.P.A.
Colorado Society of C.P.A.'s

Board of Directors
White Cloud Exploration, Inc.


We have examined the accompanying balance sheets of White Cloud
Exploration, Inc. (A Development Stage Company) as of June 30,
1997 and 1996 and the related statements of operations, cash
flows, and changes in stockholders' equity for the years ended
June 30, 1997, 1996, and 1995 and for the period July 22, 1983
(inception), through June 30, 1997.  These financial statements
are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statements presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of White
Cloud Exploration, Inc. at June 30, 1997 and 1996, and the results
of its operations and its cash flows for the period July 22, 1983
(inception), through June 30, 1997 in conformity with generally
accepted accounting principles.


/s/ Michael B. Johnson & Co., P.C.

Denver, Colorado
December 1, 1997

<PAGE>
                                   June 30,             June 30, 
                                     1997                 1996               
                                           
                                           

ASSETS:

Current Assets:
Cash                             $     100            $     100

TOTAL ASSETS                     $     100            $     100


LIABILITIES AND STOCKHOLDERS' 
EQUITY:

Liabilities:
Accounts Payable                  $ 28,557             $ 27,055

TOTAL LIABILITIES                   28,557               27,055


Stockholders' Equity:
Common stock, $.001 par value, 
 50,000,000 shares authorized, 
 100,000 shares issued and 
 outstanding                           100                   57

Additional paid-in capital          82,932               75,475
Deficit accumulated during the
 development stage               (111,489)            (102,487)
                                 
Total Stockholders' Equity        (28,457)             (26,955)

TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY          $     100            $     100



<PAGE>
<TABLE>
<CAPTION>

                         For the     For the     For the       July 22,1983
                        Year Ended  Year Ended  Year Ended    (Inception)thru
                         June 30,    June 30,    June 30,       June 30,

                         1997        1996        1995           1997

                           

<S>                      <C>       <C>        <C>           <C>
INCOME                   $       - $       -  $       -     $              -


OPERATING EXPENSES:
General & Administrative     9,002                                   109,005

Net Loss from Operations   (9,002)                                 (109,005)

Other Income & (Expense)         -         -          -              (2,484)

Net Loss                 $ (9,002) $       -  $       -      $     (111,489)

Weighted average number
 of shares outstanding     100,000    56,710     56,710               71,031

Net Loss Per Share       $  (0.09) $       -  $       -      $        (1.57)
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                          For the      For the    For the       July 22,1983
                         Year Ended   Year Ended Year Ended    (Inception)thru
                          June 30,     June 30,   June 30,      June 30,
                           1997         1996       1995          1997
<S>                       <C>          <C>         <C>         <C>                            
Cash Flows From Operating
    Activities:
Net Profit (Loss)         $ (9,002)    $       -   $        -  $  (109,399)          
Amortization of
 Organization Costs               -            -            -           200
Increase (Decrease) in
  Accounts Payables           1,502            -            -        26,467
Common Stock issued for
  services                        -            -            -        33,043
Common Stock issued in
 exchange for 
 cancellation of accrued 
 expenses                         -            -            -        30,382

Net Cash Provided (Used)
 by Operating Activities    (7,457)            -            -      (19,307)

Cash Flows From Investing 
 Activities:
Land and Equipment 
 acquired Distribution of 
 property in redemption 
 of common stock                  -            -            -   (2,001,850)

Net Cash Provided (Used)
 by Investing Activities          -            -            -             -

Cash Flow From Financing
 Activities:
Expenses paid and cash
 contributed by a
 stockholder                      -            -            -         2,600
Proceeds from sale of
 common stock                     -            -            -        16,500
Proceeds from stock
 issuance                     7,457            -            -         7,457
Deferred acquisition                
 cost paid                        -            -            -       (6,600)
Organization costs paid           -            -            -         (550)
Common stock issued 
 to acquire land and
 equipmint                        -            -            -     2,001,850
Redemption on common 
 stock pursuant to 
 distribution of property         -            -            -   (2,001,850)

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                         For the      For the    For the      July 22, 1983
                        Year Ended   Year Ended Year Ended   (Inception) thru 
                         June 30,     June 30,   June 30,     June 30,
                          1997         1996       1995         1997                        

<S>                       <C>        <C>             <C>             <C>
Net Cash Provided(Used)
 in Financing Activities     7,457            -          -             19,407

Increase (Decrease) in
 Cash                            -            -          -                100

Cash and Cash 
 Equivalents Beginning 
 of Period                     100          100        100                  -  
    
Cash and Cash 
 Equivalents - End of
 Period                   $    100   $      100      $ 100           $    100

Supplemental Cash Flow
 Information:
Interest                  $          $               $               $      -
Taxes Paid                $          $               $               $      -

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                     Deficit
                                                     Accumulated
                                         Additional  During the
                                 Common  Paid-In     Development
                     Shares      Stock   Capital     Stage          Totals
<S>                 <C>       <C>     <C>          <C>          <C>      
Balance at
 July 22, 1983 
 (inception)        $       - $    -  $         -  $         -  $         -    

Stock issued for 
 cash to related
 parties in 
 connection with 
 business
 formation              3,030      3        1,497            -        1,500

Stock issued 
 for cash 
 pursuant to
 public offering, 
 net of offering 
 costs of $6,600        8,658      9        8,391            -        8,400

Stock issued
 for services          19,048     19       32,981            -       33,000   

Stock issued
 for cash 
 pursuant to
 Plan of 
 Reorganization
 with Public Oil      129,870    130    2,001,720             -   2,001,850        

Net loss, 
 period ended
 June 30, 1984              -      -            -     (42,015)     (42,015)

Balance at 
 June 30, 1984        160,606    161    2,044,589     (42,015)    2,002,735

Net loss, year
 ended
 June 30, 1985              -      -            -     (25,476)     (25,476)

Balance at
 June 30, 1985        160,606    161    2,044,589     (67,491)    1,977,259

Stock issued for 
 services and
 repayment of 
 debt to a 
 related party         23,088     23       30,009            -        30,032    

Aquisition and 
 retirement of 
 treasury stock
 in connection
 with stock 
 issued to 
 Public Oil         (121,212)  (121)   (2,001,729)            -  (2,001,850)                        

Aquisition and 
 retirement of 
 treasury stock 
 in connection 
 with stock 
 issued for 
 services             (5,772)    (6)             6            -            -   

Net loss, year 
 ended
 June 30, 1986              -      -             -     (11,122)     (11,122)              

Balance at
 June 30, 1986         56,710     57        72,875     (78,613)      (5,681)         

Net loss for 
 year ended    
 June 30, 1987              -      -             -      (4,269)      (4,269)          

Balance at
 June 30, 1987         56,710     57        72,875     (82,882)      (9,959)

Net loss for 
 year ended
 June 30, 1988              -      -             -      (1,745)      (1,745)          

Balance at
 June 30, 1988         56,710     57        72,875     (84,627)     (11,695)       

Expenses paid 
 and cash
 contributed 
 by a shareholder           -      -         2,600            -        2,600         

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                  Deficit
                                                  Accumulated
                                       Additional During the
                              Common   Paid-In    Development
                    Shares     Stock   Capital    Stage         Totals


<S>                <C>     <C>      <C>             <C>         <C>

Net loss for 
 year ended 
 June 30, 1989            -      -             -     (12,127)     (12,127)

Balance at
 June 30, 1989       56,710     57        75,475     (96,745)     (21,222)      

Net loss for 
 year ended
 June 30, 1990            -      -             -      (3,643)      (3,643)

Balance at
 June 30, 1990      56,710      57        75,475    (100,397)     (24,865)


Net loss for 
 year ended
 June 30, 1991           -       -             -      (2,090)      (2,090)

Balance at
 June 30, 1991      56,710      57        75,475    (102,487)     (26,955)

Net loss for
 year ended
 June 30, 1992           -       -             -            -            -

Balance at
 June 30, 1992      56,710      57        75,745    (102,487)     (26,955)

Net loss for
 year ended
 June 30, 1993           -       -             -            -            -

Balance at
 June 30, 1993      56,710      57        75,475     (102,487)    (26,955)

Net loss for
 year ended
 June 30, 1994           -       -             -             -           -

Balance at
 June 30, 1994      56,710      57        75,475      (102,487)   (26,955)

Net loss for 
 year ended
 June 30, 1995           -       -             -              -          -

Balance at
 June 30, 1995      56,710      57        75,475      (102,487)   (26,955)

Net loss for
 year ended
 June 30, 1996           -       -             -              -          -

Balance at
 June 30, 1996      56,710      57        75,475      (102,487)   (26,955)

Stock issued for
 services and
 repayment of
 debt to a
 related party      43,290      43         7,457              -      7,500

Net loss for 
 the year
 ended June 30,
 1997                    -       -             -        (9,002)    (9,002)            

Balance at
 June 30, 1997     100,000 $   100  $     82,932    $ (111,489) $ (28,457)                                                       

</TABLE>


<PAGE>


                    WHITE CLOUD EXPLORATION, INC.
                   (A Development Stage Enterprise)
               
                    NOTES TO FINANCIAL STATEMENTS
1. Organization and Summary of Significant Accounting Policies:

Organization -- White Cloud Exploration, Inc. (the Company) was 
incorporated in the State of Utah on July 22, 1983, for the purpose of
obtaining capital to seek potentially profitable business opportunities.
Since inception, the Company has been engaged in organizational activities 
and is in the development stage.

Organization Costs -- Amortization of organization costs was provided
using the straight-line method over a five-year estimated life.  They 
were fully amortized by June 30, 1989.

Continuing Operations -- The accompanying financial statements have been 
prepared on a going concern basis, which contemplates the realization of 
assets and satisfaction of liabilities in the normal course of business.
The continuation of the Company as a going concern is dependent upon 
attaining and maintaining profitable operations and the completion of a 
successful merger or acquisition.


2.  Stockholders' Deficiency:

During 1984, the Board of Directors resolved that 3,300,000 shares of 
the Company's common stock valued at $.01 per share, be issued to
various parties in connection with legal and other services provided 
in connection with the Public Oil and Gas Service Company (a Colorado
corporation) ("Public Oil") plan and agreementof reorganization plan 
and agreement of reorganization.

On June 18, 1984, the Company entered into the plan and agreement of 
reorganization with Public Oil.  This agreement provided for the
acquisition of Public Oil's assets, which consisted primarily of 
undeveloped acreage and certain tangible equipment, for 22,500,000
shares of the Company's $.001 par value restricted and legended common 
stock, and the assumption of certain liabilities.

In March 1986, the stockholders of Public Oil entered into an agreement 
with the Company whereby the Company redeemed 21,000,000 shares
of its common stock for the reconveyance of all the properties and 
equipment that were originally transferred on June 18, 1984.  The
shares were retired in 1986.

On March 31, 1986, the Board of Directors approved the issuance of
4,000,000 shares of the Company's stock to the Company's former
president for past services and repayment of advances made to the 
Company.  The value of the services and advances totaled $30,032.

During 1986, the Company received 1,000,000 shares of its common 
stock from an individual who had received the stock as compensation for
services.  The services were not adequately performed and the individual 
returned the shares to the Company.  The Company subsequently retired 
the shares.
   
<PAGE>

                   WHITE CLOUD EXPLORATION, INC.
                 (A Development Stage Enterprise)

             NOTES TO FINANCIAL STATEMENTS (continued)

                                 

                                 

3.  Income Taxes:

The Company has net operating loss carryforwards of approximately
$95,000 to be used to offset future revenue. The book and tax
carryforward approximate each other.  The benefits will expire in
the years from 1998 to 2006.




4.  Stock Reverse Split:

In June 1997, the company elected to split the company's stock
reversely at a rate of 173.25 to 1.  The amounts in the financial
statements have been adjusted to reflect the conversion.


5.  Subsequent Event:

The company has contracted to merge with two outside companies.
There are numerous conditions associated with the contracts that
have not been settled.  Once the contracts are consummated, the
company will require the issuance of 13,750,000 of its common
stock (post reverse split).