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.