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): April 30, 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 5.  Other Events
  
           As reported  previously in the Registrant's  Form 10-KSB for the fiscal
  year ended  August  31,  1997,  the  Company's  outstanding  Class A and Class B
  Warrants  were to expire on April 30,  1998.  Each Class A Warrant  entitled the
  holder thereof to purchase one (1) share of Common Stock at an exercise price of
  $3.00 per share.  Upon the  exercise  of the Class A  Warrant,  the  holder,  in
  addition to receiving one (1) share of Common Stock,  would also receive a Class
  B Warrant  entitling the holder to purchase an additional  share of Common Stock
  at an  exercise  price of $6.00  per  share.  On April  30,  1998,  the Board of
  Directors  approved an extension of the expiration  date of the Class B Warrants
  to September 30, 1999.
  
           Prior to the  expiration  of the Class A Warrants on April 30,  1998, a
  sizable number of Class A Warrants were exercised.  Based on preliminary reports
  from the Warrant Agent, approximately 1,251,068 Class A Warrants were exercised,
  which will result in $3,753,204 of proceeds to the Registrant. In addition, Unit
  Purchase  Options  granted to the original  underwriter of  Registrant's  Common
  Stock,  which Unit Purchase Options had been extended until April 30, 1998, were
  also exercised, resulting in additional proceeds to Registrant of $1,218,788.
  
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  <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: May 7, 1998
  
  
  
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metadata_documents: [{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 2980}]
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": "98612868"}, "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): April 30, 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 5.  Other Events
  
           As reported  previously in the Registrant's  Form 10-KSB for the fiscal
  year ended  August  31,  1997,  the  Company's  outstanding  Class A and Class B
  Warrants  were to expire on April 30,  1998.  Each Class A Warrant  entitled the
  holder thereof to purchase one (1) share of Common Stock at an exercise price of
  $3.00 per share.  Upon the  exercise  of the Class A  Warrant,  the  holder,  in
  addition to receiving one (1) share of Common Stock,  would also receive a Class
  B Warrant  entitling the holder to purchase an additional  share of Common Stock
  at an  exercise  price of $6.00  per  share.  On April  30,  1998,  the Board of
  Directors  approved an extension of the expiration  date of the Class B Warrants
  to September 30, 1999.
  
           Prior to the  expiration  of the Class A Warrants on April 30,  1998, a
  sizable number of Class A Warrants were exercised.  Based on preliminary reports
  from the Warrant Agent, approximately 1,251,068 Class A Warrants were exercised,
  which will result in $3,753,204 of proceeds to the Registrant. In addition, Unit
  Purchase  Options  granted to the original  underwriter of  Registrant's  Common
  Stock,  which Unit Purchase Options had been extended until April 30, 1998, were
  also exercised, resulting in additional proceeds to Registrant of $1,218,788.
  
                                          2
  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: May 7, 1998
  
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