U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(Mark One)
X Annual Report under Section 13 or 15 (d) of the Securities Exchange
Act of 1934 (Fee required)
For the fiscal year ended August 31, 1997
Transition report under Section 13 or 15 (d) of the Securities
Exchange Act of 1934 (No fee required)
For the transition period from __________ to __________
Commission file number 0-13049
WATER-JEL TECHNOLOGIES, INC.
(Name of Small Business Issuer in its Charter)
New York 13-3006788
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
488 Madison Avenue, New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
(212) 753-5511
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(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12 (g) of the Exchange Act:
Common Stock
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(Title of Class)
A Warrant
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(Title of Class)
B Warrant
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(Title of Class)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for past 90 days. Yes X No_____
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.
State issuer's revenues for its most recent fiscal year. $62,885,464
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days. $7,599,018 as of November 15, 1997.
Documents Incorporated by Reference: See Footnotes to Exhibits
<PAGE>
Exhibits
(23)(b) Consent of Company's auditors, Holtz Rubenstein & Co., LLP, dated
March 5, 1998*
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* Filed herewith
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference into the Registration
Statement on Form S-8 of our report dated November 14, 1997 with respect to the
consolidated financial statements of X-ceed, Inc. (formerly Water-Jel
Technologies, Inc.) included in the Annual Report on Form 10-KSB for the year
ended August 31, 1997.
s/ Holtz Rubenstein & Co., LLP
HOLTZ RUBENSTEIN & CO., LLP
Melville, New York
March 5, 1998
