10-3-94             General Reporting Rules                      2018-E

         The official text of Form 12b-25 is shown below.  However,  it has been
reduced for editorial reasons and should be enlarged to 8 1/2" by 11" before use
or copies may be obtained from the SEC Office of  Publications  at 202- 942-4046
or from an SEC regional office [see 30,211].  NOTE: Form 126-25 may also be used
by small  business  issuers to notify the SEC of the late  filing of FORM 10-KSB
and Form 10-QSB.


UNITED STATES                                               OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION                      OMB Number:  3235-0058
Washington, D.C. 20549
                                                    Estimated average burden
                                                  Hours per response......2.50
         FORM 12b-25
                                                Commission File Number: 0-13049
NOTIFICATION OF LATE FILING

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

          For Period  Ended:  February 28, 1998 
          [ ]  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:

Read Instruction (on back page) Before Preparing Form.  Please Print or Type.
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:



PART I--REGISTRANT INFORMATION

X-ceed, Inc.
Full Name of Registrant

Water-Jel Technologies, Inc.
Former Name if Applicable

488 Madison Avenue
Address of Principal Executive Office (Street and Number)

New York, NY  10022
City, State and Zip Code


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

If the subject  report could not be filed without  reasonable  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 on Part
                           III of this  form  could  not be  eliminated  without
                           unreasonable effort or expense;
          [X]       (b)    The  subject  annual  report,  semi-annual
                           report,  transition  report on Form 10-K,  Form 20-F,
                           11-K, Form N-SAR, or portion  thereof,  will be filed
                           on or before the fifteenth calendar day following the
                           prescribed due date; or the subject  quarterly report
                           of 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,  10-Q,  N-SAR,  or the
transition  report or portion thereof,  could not be filed within the prescribed
time period, (Attach Extra Sheets if Needed)

         Filer was unable to obtain all information required to be filed.




PART IV-- OTHER INFORMATION

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

         Richard J. Blumberg Esq.       (212)          448-1100
                  (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 reports)
         been filed? If answer no, identify report(s).    XX 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     XX 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.




                                  X-ceed, Inc.
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned 
hereunto duly authorized.

Date  April 10, 1998              By  /s/ Werner Haase
    ------------------------------     -----------------
                                          Werner Haase, Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal 
Violations (See 18 U.S.C. 1001).


                         GENERAL INSTRUCTION

1.       This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
         Rules and Regulations under the Securities Exchange Act of 1934.

2.       One  signed  original  and  four  conformed  copies  of this  form  and
         amendments  thereto must be completed and filed with the Securities and
         Exchange  Commission,  Washington,  D.C. 20549, in accordance with Rule
         0-3 of the General Rules and Regulations under the Act. The information
         contained  in or filed  with the form  will be made a matter  of public
         record in the Commission files.

3.       A manually  signed  copy of the form and  amendments  thereto  shall be
         filed with each  national  securities  exchanged  on which any class of
         securities of the registrant is registered.

4.       Amendments to the  notifications  must also be filed on form 12b-25 but
         need not restate  information  that has been correctly  furnished.  The
         form shall be clearly identified as an amended notification.

5.       Electronic  Filers.  This form shall not be used by  electronic  filers
         unable to timely file a report solely due to  electronic  difficulties.
         Filers unable to submit a report within the time period  prescribed due
         to difficulties in electronic filing should comply with either Rule 201
         or Rule 202 of Regulation S-T or apply for an adjustment in filing date
         pursuant to Rule 13- (b) of Regulation S-T.