SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-K/A


                                 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.
The proceeds from the exercise of the Warrants and Unit Purchase Options will be
used for normal working capital purposes and for possible future acquisitions.
    

                                        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: July 30, 1998



                                        3