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): February 20, 1998
  
                X-ceed, Inc. (formerly Water-Jel Technologies, 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 February 20, 1998,  at the Annual  Meeting of  Shareholders  for the
  fiscal year ended August 31, 1997, the  Shareholders of Water-Jel  Technologies,
  Inc.  ("Water-Jel")  approved  by a  two-thirds  majority  vote  the  merger  of
  Water-Jel into a wholly owned subsidiary,  X-ceed, Inc.  ("X-ceed"),  a Delaware
  corporation.  The purpose of the merger was to change the state of incorporation
  from New York to Delaware:
  
           X-ceed,  as  the  surviving  corporation,  has  authorized  capital  of
  30,000,000 shares of Common Stock, par value $.01 per share and 1,000,000 shares
  of "blank check" Preferred Stock, $.05 par value per share.
  
           Prior to the merger Water-Jel had an authorized  capital  consisting of
  12,500,000  shares of Common Stock,  $.05 par value per share and 125,000 shares
  of Preferred  Stock,  $.08 par value per share with no  designation as to voting
  rights or preferences. As of the date of the merger, there were 7,043,180 Shares
  of Common Stock outstanding and no Preferred Shares  outstanding.  Approximately
  5,041,538  shares had been  reserved by Water-Jel for issuance upon the exercise
  of options  granted  under various Stock Option Plans for officers and employees
  and granted under various option and warrant  agreements and in connection  with
  Water-Jel's original public offering in 1988.
  
           Under the terms of the merger each  outstanding  share of  Water-Jel is
  automatically  changed into one share of X-ceed and all outstanding  options and
  warrants  will be  exercisable  into  shares  of  X-ceed  on the same  terms and
  conditions as previously  existed.  X-ceed Common Stock and its Class A Warrants
  will trade on the Nasdaq SmallCap Market under the same symbols as it previously
  traded,  "XCED" and "XCEDZ,"  respectively.  The Class B Warrants,  infrequently
  traded on the Bulletin Board, also retain the same symbol, "XCEDW."
  
           The merger is treated as a pooling of  interests  and as such X-ceed as
  the surviving corporation has acquired all of Water-Jel's assets and assumes all
  of Water-Jel's liabilities.
  
           Stockholders  also approved by the required majority the appointment of
  Directors of  Water-Jel  who will now serve as Directors of X-ceed for a term of
  one year.  Mr.  Werner  Haase was  appointed  Chairman  of the Board and Messrs.
  Norman  Doctoroff  and John  Bermingham  were  approved  as  Directors.  Messrs.
  Doctoroff and  Birmingham  are outside  directors and were appointed to serve as
  X-ceed's audit committee by the Directors at a Special Meeting of Directors held
  after the annual  meeting.  The senior  officers of Water-Jel  will  continue to
  serve as senior officers of X-ceed.
  
  ITEM 5.  Other Matters
  
           The Shareholders  also approved by the requisite  majority the adoption
  by Water-Jel of the 1998 Stock Option Plan,  which provides that the Company may
  grant to its  officers,  key  employees  and others who render  services for the
  Company up to  2,000,000  share of Common Stock at a price which may not be less
  than the fair market value per share in the case of incentive  stock  options or
  85% of fair market value in the case of non-qualified  options for such stock on
  the day of the granting of the options.  As a result of the merger,  all options
  granted  under the 1998 Stock  Option  Plan will be  exercisable  into shares of
  X-ceed.
  
                                          2
  
  <PAGE>
  
  
  
           Share holders also ratified by the requisite  majority the  appointment
  of Holtz Rubenstein & Co. LLP ("Holtz") to serve as the independent  accountants
  to audit the financial Statements of X-ceed for the fiscal year ended August 31,
  1998.  Holtz has served as the  Company's  auditors for fiscal years ending 1995
  through 1997.
  
                                          3
  
  <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: February 27, 1998
  
  
  
                                          4
  
  <PAGE>
  
  
  Financial Statements and Exhibits
  
  2(b)     Certificate of Merger *
  2(c)     Merger Agreement *
  3(a)     Articles of Incorporation (Water-Jel) Previous 
           Amendments (3) (6) (7) (1)
  3(b)     By-Laws of Water-Jel (1)
  3(c)     Certificate of Incorporation of X-ceed, Inc. *
  4(a)     1998 Stock Option Plan (2)
  
  
  
  -----------------
  
           *  Filed herewith
  
           (1) Incorporated by reference with Water-Jel's  Registration  Statement
  on Form S-18, File No. 2-90512-NY,  initially filed with the Commission on April
  12, 1984.
  
           (2) Incorporated by reference from Water-Jel's Notice of Annual Meeting
  and Proxy Statement filed with the Commission on January 8, 1998.
  
  
  
  
  
  
  
                                          5
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metadata_filer: {"company-data": {"conformed-name": "WATER JEL TECHNOLOGIES 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": "98551733"}, "business-address": {"street1": "243 VETERANS BLVD", "city": "CARLSTADT", "state": "NJ", "zip": "07072", "phone": "2015078300"}, "mail-address": {"street1": "243 VETERANS BLVD", "city": "CARLSTADT", "state": "NJ", "zip": "07072"}, "former-company": [{"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): February 20, 1998
  
                X-ceed, Inc. (formerly Water-Jel Technologies, 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 February 20, 1998,  at the Annual  Meeting of  Shareholders  for the
  fiscal year ended August 31, 1997, the  Shareholders of Water-Jel  Technologies,
  Inc.  ("Water-Jel")  approved  by a  two-thirds  majority  vote  the  merger  of
  Water-Jel into a wholly owned subsidiary,  X-ceed, Inc.  ("X-ceed"),  a Delaware
  corporation.  The purpose of the merger was to change the state of incorporation
  from New York to Delaware:
  
           X-ceed,  as  the  surviving  corporation,  has  authorized  capital  of
  30,000,000 shares of Common Stock, par value $.01 per share and 1,000,000 shares
  of "blank check" Preferred Stock, $.05 par value per share.
  
           Prior to the merger Water-Jel had an authorized  capital  consisting of
  12,500,000  shares of Common Stock,  $.05 par value per share and 125,000 shares
  of Preferred  Stock,  $.08 par value per share with no  designation as to voting
  rights or preferences. As of the date of the merger, there were 7,043,180 Shares
  of Common Stock outstanding and no Preferred Shares  outstanding.  Approximately
  5,041,538  shares had been  reserved by Water-Jel for issuance upon the exercise
  of options  granted  under various Stock Option Plans for officers and employees
  and granted under various option and warrant  agreements and in connection  with
  Water-Jel's original public offering in 1988.
  
           Under the terms of the merger each  outstanding  share of  Water-Jel is
  automatically  changed into one share of X-ceed and all outstanding  options and
  warrants  will be  exercisable  into  shares  of  X-ceed  on the same  terms and
  conditions as previously  existed.  X-ceed Common Stock and its Class A Warrants
  will trade on the Nasdaq SmallCap Market under the same symbols as it previously
  traded,  "XCED" and "XCEDZ,"  respectively.  The Class B Warrants,  infrequently
  traded on the Bulletin Board, also retain the same symbol, "XCEDW."
  
           The merger is treated as a pooling of  interests  and as such X-ceed as
  the surviving corporation has acquired all of Water-Jel's assets and assumes all
  of Water-Jel's liabilities.
  
           Stockholders  also approved by the required majority the appointment of
  Directors of  Water-Jel  who will now serve as Directors of X-ceed for a term of
  one year.  Mr.  Werner  Haase was  appointed  Chairman  of the Board and Messrs.
  Norman  Doctoroff  and John  Bermingham  were  approved  as  Directors.  Messrs.
  Doctoroff and  Birmingham  are outside  directors and were appointed to serve as
  X-ceed's audit committee by the Directors at a Special Meeting of Directors held
  after the annual  meeting.  The senior  officers of Water-Jel  will  continue to
  serve as senior officers of X-ceed.
  
  ITEM 5.  Other Matters
  
           The Shareholders  also approved by the requisite  majority the adoption
  by Water-Jel of the 1998 Stock Option Plan,  which provides that the Company may
  grant to its  officers,  key  employees  and others who render  services for the
  Company up to  2,000,000  share of Common Stock at a price which may not be less
  than the fair market value per share in the case of incentive  stock  options or
  85% of fair market value in the case of non-qualified  options for such stock on
  the day of the granting of the options.  As a result of the merger,  all options
  granted  under the 1998 Stock  Option  Plan will be  exercisable  into shares of
  X-ceed.
  
                                          2
  Share holders also ratified by the requisite  majority the  appointment
  of Holtz Rubenstein & Co. LLP ("Holtz") to serve as the independent  accountants
  to audit the financial Statements of X-ceed for the fiscal year ended August 31,
  1998.  Holtz has served as the  Company's  auditors for fiscal years ending 1995
  through 1997.
  
                                          3
  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: February 27, 1998
  
                                          4
  Financial Statements and Exhibits
  
  2(b)     Certificate of Merger *
  2(c)     Merger Agreement *
  3(a)     Articles of Incorporation (Water-Jel) Previous 
           Amendments (3) (6) (7) (1)
  3(b)     By-Laws of Water-Jel (1)
  3(c)     Certificate of Incorporation of X-ceed, Inc. *
  4(a)     1998 Stock Option Plan (2)
  
  -----------------
  
           *  Filed herewith
  
           (1) Incorporated by reference with Water-Jel's  Registration  Statement
  on Form S-18, File No. 2-90512-NY,  initially filed with the Commission on April
  12, 1984.
  
           (2) Incorporated by reference from Water-Jel's Notice of Annual Meeting
  and Proxy Statement filed with the Commission on January 8, 1998.
  
                                          5