content: 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 (Date of earliest event reported): August 5, 1998
  
                                    X-ceed, Inc.
               (Exact name of registrant as specified in its charter)
  
                                      Delaware
                   (State or Other Jurisdiction of Incorporation)
  
           0-13049                                       13-3006788
  (Commission File Number)                    (I.R.S. Employer Identification No.)
  
                    488 Madison Avenue, New York, New York 10022
                (Address and zip code of principal executive offices)
  
                                    212-753-5511
                           (Registrant's telephone Number)
  
  
  
  <PAGE>
  
  
  
  Item 2.           ACQUISITION OR DISPOSITION OF ASSETS
  
                    On August 5, 1998,  X-ceed,  Inc. (the  "Company" or "X-ceed")
  entered into a definitive Merger and Reorganization  Agreement (the "Agreement")
  with Reset, Inc. ("Reset"), a company privately owned by James Altucher,  Michel
  Maitenaz, and Adrian Oradean (the "Principal Shareholders").  Under the terms of
  the Agreement,  Reset, Inc. will be merged with and into a wholly owned Delaware
  subsidiary of X-ceed, X-ceed Acquisitions,  Inc. ("X-ceed  Acquisitions").  Upon
  the completion of the merger, the subsidiary will change its name to Reset, Inc.
  The Agreement is structured as a plan of reorganization intended to qualify as a
  "reorganization"  within the  meaning of Section  368(a)(1)(b)  of the  Internal
  Revenue Code.
  
                    As   consideration   for  the   transaction,   the   Principal
  Shareholders of Reset will receive in the aggregate restrictive shares of X-ceed
  Common Stock having a market value of  $6,250,000 in exchange for their stock of
  Reset. The Principal  Shareholders  will, after the merger,  continue to control
  and direct the daily affairs of the subsidiary pursuant to employment agreements
  with X-ceed, the terms of which are presently under negotiation.
  
                    The Agreement grants the Principal Shareholders limited demand
  registration rights whereby X-ceed has agreed to register within six months from
  the date of closing  that  number of shares of X-ceed  Common  Stock which would
  realize  in  the  aggregate   gross   proceeds  of  $625,000  to  the  Principal
  Shareholders.
  
       Reset is  engaged  in the  business  of  website  design,  website/database
  software,  Internet  commerce  development,  DHTML  Streaming  video and  CD-ROM
  design.  Reset's  clients  include  Consolidated  Edison,  Inc., The Wall Street
  Journal, HBO, New Line Cinema and Warner Bros. Online (Time Warner).
  
                    The closing for the  transaction is tentatively  scheduled for
  the week of  August  17,  1998 and is  subject  to the  fulfillment  of  certain
  conditions by Reset and is further  conditioned upon X-ceed obtaining an opinion
  from an  independent  financial  institution  that the  transaction  is fair and
  reasonable to X-ceed and its shareholders.
  
  
  
  
  
  <PAGE>
  
  
  
                                     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 hereunto duly authorized.
  
  
                                          X-ceed, Inc.
                                          (Registrant)
  
                                          By: /s/ Werner Haase
                                              Werner Haase, President
  
  
  DATED:  August 13, 1998
  
  
  
  
  <PAGE>
  
  
                                      EXHIBITS
  
  1.   Agreement and Plan of Merger and  Reorganization  between X-ceed,  Inc. and
       X-ceed  Acquisitions,  Inc. and Reset,  Inc. and the Shareholders of Reset,
       Inc.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 4046}]
metadata_filer: {"company-data": {"conformed-name": "X CEED INC", "cik": "0000721176", "assigned-sic": "3842", "irs-number": "133006788", "state-of-incorporation": "NY", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-13049", "film-number": "98690009"}, "business-address": {"street1": "488 MADISON AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2127535511"}, "mail-address": {"street1": "488 MADISON AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": [{"former-conformed-name": "WATER JEL TECHNOLOGIES INC", "date-changed": "19950425"}, {"former-conformed-name": "TRILLING MEDICAL TECHNOLOGIES INC", "date-changed": "19910715"}, {"former-conformed-name": "TRILLING RESOURCES LTD", "date-changed": "19871025"}]}
text: 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 (Date of earliest event reported): August 5, 1998
  
                                    X-ceed, Inc.
               (Exact name of registrant as specified in its charter)
  
                                      Delaware
                   (State or Other Jurisdiction of Incorporation)
  
           0-13049                                       13-3006788
  (Commission File Number)                    (I.R.S. Employer Identification No.)
  
                    488 Madison Avenue, New York, New York 10022
                (Address and zip code of principal executive offices)
  
                                    212-753-5511
                           (Registrant's telephone Number)
  Item 2.           ACQUISITION OR DISPOSITION OF ASSETS
  
                    On August 5, 1998,  X-ceed,  Inc. (the  "Company" or "X-ceed")
  entered into a definitive Merger and Reorganization  Agreement (the "Agreement")
  with Reset, Inc. ("Reset"), a company privately owned by James Altucher,  Michel
  Maitenaz, and Adrian Oradean (the "Principal Shareholders").  Under the terms of
  the Agreement,  Reset, Inc. will be merged with and into a wholly owned Delaware
  subsidiary of X-ceed, X-ceed Acquisitions,  Inc. ("X-ceed  Acquisitions").  Upon
  the completion of the merger, the subsidiary will change its name to Reset, Inc.
  The Agreement is structured as a plan of reorganization intended to qualify as a
  "reorganization"  within the  meaning of Section  368(a)(1)(b)  of the  Internal
  Revenue Code.
  
                    As   consideration   for  the   transaction,   the   Principal
  Shareholders of Reset will receive in the aggregate restrictive shares of X-ceed
  Common Stock having a market value of  $6,250,000 in exchange for their stock of
  Reset. The Principal  Shareholders  will, after the merger,  continue to control
  and direct the daily affairs of the subsidiary pursuant to employment agreements
  with X-ceed, the terms of which are presently under negotiation.
  
                    The Agreement grants the Principal Shareholders limited demand
  registration rights whereby X-ceed has agreed to register within six months from
  the date of closing  that  number of shares of X-ceed  Common  Stock which would
  realize  in  the  aggregate   gross   proceeds  of  $625,000  to  the  Principal
  Shareholders.
  
       Reset is  engaged  in the  business  of  website  design,  website/database
  software,  Internet  commerce  development,  DHTML  Streaming  video and  CD-ROM
  design.  Reset's  clients  include  Consolidated  Edison,  Inc., The Wall Street
  Journal, HBO, New Line Cinema and Warner Bros. Online (Time Warner).
  
                    The closing for the  transaction is tentatively  scheduled for
  the week of  August  17,  1998 and is  subject  to the  fulfillment  of  certain
  conditions by Reset and is further  conditioned upon X-ceed obtaining an opinion
  from an  independent  financial  institution  that the  transaction  is fair and
  reasonable to X-ceed and its shareholders.
  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 hereunto duly authorized.
  
                                          X-ceed, Inc.
                                          (Registrant)
  
                                          By: /s/ Werner Haase
                                              Werner Haase, President
  
  DATED:  August 13, 1998
  EXHIBITS
  
  1.   Agreement and Plan of Merger and  Reorganization  between X-ceed,  Inc. and
       X-ceed  Acquisitions,  Inc. and Reset,  Inc. and the Shareholders of Reset,
       Inc.