SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

               FORM 10-K/A 
                      
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE
      ACT OF 1934

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

For the fiscal year ended: March 31, 1996

     Commission File Number: 0-16734
                                          
         C.E.C. INDUSTRIES CORP.
(Exact name of registrant as specified in its charter)

     Nevada                                       87-0217252
(State  or  other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                    Identification No.)

     23 Cactus Garden Drive, F-60
     Green Valley, Nevada                         89014
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number including area code: (702) 893-4747

Securities registered pursuant to Section 12(b) of the Act:
      Common Stock, $0.05 par value
                                
Securities registered pursuant to Section 12(g) of the Act:
      Common Stock, $0.05 par value
                                
     Indicate by check mark whether the registrant (a) has filed
all reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding 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  the  past  90  days.   Yes    X         No          

     Indicate  by check mark if disclosure of delinquent  filers
pursuant to Item 405 of Regulation S-K is not contained  herein, and
will not 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-K or any amendment to  this
Form 10-K.  [     ]

     The  aggregate  market  value (the average  bid  and  asked
prices)  of  the  voting  stock held by non-affiliates  of  the registrant
on June 21, 1996, was approximately $1,840,138.  The number of
shares of Common Stock, $0.05 par value, outstanding on June 21,
1996, was 16,431,795 shares, held by 
approximately 1,728 shareholders.

   DOCUMENTS INCORPORATED BY REFERENCE

      The  registrant's definitive Proxy Statement for the annual
meeting of shareholders  to be held on August  21,  1996,  is
incorporated by reference in Part III of this Form  10-K  to  the
extent indicated.
<PAGE>
                               PART I
 
ITEM 1.   BUSINESS

(a) General

     C.E.C.  Industries  Corp.  is  a  Nevada  corporation  with principal
and  executive offices located  at 23 Cactus  Garden Drive,  F-60, Henderson,
Nevada 89014, telephone (702)  893-4747. C.E.C. Industries Corp. and it's
consolidated  subsidiaries  are referred to as either C.E.C. or the "Company."
C.E.C. is  engaged in several unrelated businesses through its  primary
subsidiaries, Moonridge Development  Corp.,  (hereinafter  referred to
as "Moonridge"), (real estate development and construction),  Custom
Environmental International, (hereinafter referred to as "CEI"), (carbon
reactivation technology; ), Sterling Travel, (hereinafter referred  to  as
"Sterling"), (travel businesses), Atlas  Methane Development  Corporation,
(hereinafter  referred  to  as  "Atlas Methane"), (methane gas and u
nencumbered leasehold ownership  in 13,500 acres), Mid-Nevada Art, Inc.
(hereinafter referred to  as "Mid-Nevada  Art"),  (art collection), Basia
Holding,  Inc. (hereinafter referred to as  "Basia"), (9,000 acres in fee
land in Tennessee with coal reserves), and Auto Express, Inc., (hereinafter
referred to as "Auto Express"), (vehicle transport business). The Company's
current organization was  accomplished through a merger and acquisition
program during the  last  two fiscal years ended March 31, 1996, and
continuing through the present.

     C.E.C.  was incorporated as Justheim Petroleum  Company  in Nevada in
1952.  C.E.C. Management Corp. was merged into Justheim Petroleum  Company
effective December 31, 1986, and was  renamed C.E.C. Industries  Corp.  Prior
to  the  merger,  Justheim  had historically engaged in the business of
acquiring,  holding and selling  oil and gas leaseholds and retaining
overriding  royalty rights.  C.E.C. Management Corp. primarily was in the
business of engineering consulting  and designing and  marketing  customized
minerals  processing systems and equipment. While  the  Company continued  to
receive oil and gas production overriding  royalty income  until recently,
until the Company  acquired  the  Atlas Methane and Basia Holding interest in
methane, coal, and  timber rights, the  Company had primarily ceased its
mineral  holdings interests.

     C.E.C.'s primary business had been the manufacture and sale of  minerals
processing equipment through  its  wholly-owned subsidiary, Custom Equipment
Corporation.  Custom was a  pioneer in  the development of custom gold
processing equipment  in  the early   to   mid-1980's, thus,  business  was
very profitable. However,  as  gold prices declined after the early 1980's,
fewer gold plants were built, more competitors entered the market,  and
Custom's business was negatively impacted.  The Company attempted to
use  its  expertise  and  know-how  to  develop  the  carbon reactivation
furnace technology in the water treatment industry, but  the continued
losses in the metallurgical business caused  a capital drain necessitating
other measures.  Custom Environmental International became  the renamed
subsidiary to carry on the efforts, building a new prototype carbon furnace
now being developed.   The  metallurgical equipment business  was  sold  in
fiscal year 1991, and on October 4, 1995, the Company  announced the  spin
off of CEI, wherein, pursuant to the terms of the  spin off, C.E.C. would
retain 13% of CEI.

     In  September  1993,  the  Board  of  Directors  of  C.E.C considered
expanding  the Company's  business into  business opportunities outside of
the carbon reactivation furnace technology business, and thus caused several
new directors  with real estate expertise to join the C.E.C. board.  The
intent being to  develop land owned by the Company in St. George, Utah as
well as  other properties to be acquired.  A property in Las Vegas was
immediately acquired for cash and convertible preferred stock  on February 4,
1994.  Private financing was arranged to provide  the cash  necessary for the
purchase.  The transaction also  provided working  capital for development of
the property as well  as  for further development and marketing of the carbon
technology.   The Las  Vegas  property was partially being developed  for a
mini- storage facility with a three million dollar line of credit  from the
Bank of America. Pursuant to the terms  of  the  agreement wherein  CEC  was
acquiring the land situated in Las  Vegas,  CEC issued 600,000 shares of
preferred stock which was convertible to  Common Shares at a guaranteed "bid"
price of not less than  $4.00 per  share. The agreement further specified
that in the event the "bid" price was less than the stated $4.00 per share at
the  time in which the shares are offered for conversion prior to February 4,
1996,  then in that event the Company was obligated to  issue additional common
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stock to satisfy any shortfall.  On  November 2nd,   1995,  the Company,  in
anticipation  of a  substantial dilution,  (as the result of the Company's
delisting from  NASDAQ in August of 1995) negotiated for a modification of
the preferred stock agreement wherein the Preferred Stock was exchanged for
non-convertible voting preferred stock, in addition to the  delivery of fee
title to the St. George property. Further, pursuant to the modification
agreement, the Company received a promissory note for $1,200,000 which note
is collateralized by certain shares  of the  non-convertible voting preferred
stock  issued  under  the agreement.

On  March 28, 1996, the Company entered into an agreement whereby the Company
issued 8,660,000 shares of common restricted  voting stock and 8,663,041
shares of preferred voting stock of the company in exchange for 100% of the
issued and outstanding  common shares of Basia Holding, Inc.,  a Tennessee
Corporation  holding 9,000 acres of fee land  with  approximately 52,000,000
tons  of  low sulfur coal, 100%  of  the  issued and outstanding  shares of
Mid-Nevada Art, Inc., and  100%  of  Atlas Methane  fully paid leasehold
interests which leasehold interests include approximately 13,500 acres
located in the Black  Warrior Basin  area of Alabama containing approximately
31 billion  cubic feet  of  methane  reserves.  The March  28th  agreement
further required the resignation of  three of the Company's directors.

During fiscal 1996, the Company made an election, pursuant to the terms  of
the agreement with Sterling Travel on January 18, 1995, to  not issue the
400,000 shares of preferred non-voting stock in exchange  for 100% of Sterling
Travel. The election to  terminate the Sterling Travel transaction was based
upon income and expense reports  demonstrating revenues substantially below
the earn  out criteria set forth in the agreement, and expenses which
increased after the acquisition. The 400,000 shares of preferred stock would
have  converted at $5 per share with  adjustments in the price as the result
of a lower price of the stock on conversion. The  Company deemed it in the
best interest of the Company to opt out of the agreement.

On June 15, 1996, the Company entered into an agreement with Auto Express,
Inc.,  (hereinafter referred to as "Auto Express") wherein  the Company
purchased 100% of the issued and outstanding shares  of Auto Express.
Auto Express is involved in the business of  transporting vehicles across the
United  States  for  major businesses as well as consumers.

Information on Company's Delisting

     Initially, NASDAQ indicated that it was delisting the Company for
failure to comply with the following sections of NASDAQ's regulations:

     1)   Compliance with Sections 1( c)(2) of Part II of Schedule D of the
          NASD By-Laws;
     2)   Compliance with Section 1( c)(3) of Part II of Schedule D of the
          NASD By-Laws; and,
     3)   Compliance with Section 1( c)(14) of Part II of Schedule D.  Of the
          NASD By-Laws.

     Compliance with Sections 1( c)(2):

          "For initial inclusion, the issuer shall have a total assets of at
     lease $4 million.  For continued inclusion, the issuer shall have total
     assets of at lease $2 million.  An issuer's total assets will be
     determined on the basis of a balance sheet prepared in accordance with
     generally accepted accounting principles.  Assets that are temporary or
     restricted in their use will be excluded form the determination
     of total assets."

          Pursuant to the Company's 10K for fiscal year ended March 31, 1995,
     audited by Deloitte & Touche LLP the total assets of the Company were
     $6,274,983.  Pursuant to generally accepted accounting rules, the
     Company's real estate assets, as well as other assets, are carried on the
     Company's books at cost.  However, in reality, utilizing the fair market
     value of such assets, the Company's real estate asset value should be
     $9,114,416 rather than the book value of $4,735,242, an increase of
     assets of $4,379,174, thus providing actual assets in excess of
     $10,645,157.  In utilizing the generally accepted accounting principles
     asset evaluation as provided by the Company's auditors, Deloitte &
     Touche LLP, and asset valuation of $6,274,983 was utilized, which
     exceeds the minimal compliance as set forth in 1(C)(2) by $4,274,683 for
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     for continued inclusion and $2,274,683 for initial inclusion.  Further,
     on June 30, 1995 the Company acquired a 24.5% interest in Victory
     Village III, Ltd.  At a valuation of $700,000, which acquisition occurred
     through the issuance of 1,200,000 shares of 144 restricted stock, thus, as
     of the end of the first fiscal quarter of 1996, the Company increased it's
     assets to $6,974,683, which exceeded the minimal compliance standards of
     1(c)(2), as of the date of the NASDAQ Listing Qualifications Committee
     hearing of August 16, 1995, by $4,974,683.

     Compliance with Section 1( c)(3)

          "For initial inclusion, the issuer shall have capital and surplus of
     at least $2 million.  For continued inclusion, the issuer shall have
     capital and surplus of at least $1 million.  Only issues of common and
     preferred stock will be included in capital and surplus.  Debentures and
     redeemable securities with the redemption provision with the sole control
     of the holder will be excluded form the determination of capital and
     surplus."

          Pursuant to the Company's 10K for fiscal year ended March 31, 1995,
     the Company had capital and surplus of $2,972,973, which amount exceeded
     the minimal compliance as set forth in 1(c)(3) by $1,972,973, and if the
     asset valuation of the real estate were utilized, then in that event,
     the capital and surplus would exceed the minimal compliance by $6,352,147.
     Further, pursuant to the above discussion of the first fiscal quarter of
     1996 and additional $700,000 of capital and surplus was added to the
     Company's financial statements, which if added to the audited statement of
     March 31, 1995, would provide capital and surplus of $3,672,973, exceeding
     the minimum standards of 1( c)(3), as of the date of the NASDAQ Listing
     Qualification Committee hearing of August 16, 1995, by $2,672,973.

     Compliance with Section 1( c)(4)

          "For initial inclusion common or preferred stock shall have a
     minimum bid price of $3 per share.  For continued inclusion the minimum
     bid price per share shall be $1, provided however that an issuer shall
     not be required to maintain the $1 per share minimum bid price if it
     maintains market value of public float of $1 million and $2 million in
     capital and surplus."

          Pursuant to 1( c)(4) the Company was in compliance with the
     alternative minimum bid price by maintaining a market value of it's
     public float in excess of $1 million and maintaining a capital and
     surplus of in excess of $2 million.

          Public Float Calculation in Excess of $1 Million.  The Company
     provided NASDAQ with a calculation demonstrating that the Company had
     sufficient stock in its public float to qualify.

          Capital and Surplus in Excess of $2 Million.  Pursuant to the
     Company's 10K for fiscal year ended March 31, 1995, the Company has
     capital and surplus of $2,972,973, which amount exceeds the minimal $2
     Million.  Further, pursuant to the acquisition in June of 1995, the
     Company acquired additional assets of $7000,000, which increased the
     capital and surplus by $700,000, which provided for a total of $3,672,973,
     which exceeded the minimal capital and surplus requirement as described
     in 1(c)(4) of $2 million by $1,367,972, as of the date of the NASDAQ
     Listing Qualification Committee hearing of August 16, 1995.

          Further, pursuant to 1( c)(8)(b) the Company was not properly
     notified of any failure to meet the minimum bid criteria 1(c)(8) reads
     as follows:
     
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          "A failure to meet the continued inclusion requirements for minimum
     bid price and market value of public float shall be determined to exist
     only if the deficiency for the applicable criterion continues for
     a period of 10 consecutive business days.  Upon such failure, the issuer
     shall (emphasis added) be notified promptly and shall (emphasis added)
     have a period of 90 calendar days from such notification to achieve
     compliance with the applicable continued inclusion standard"

          On May 16, 1995, the Company received a letter from NASDAQ which
     indicated that "C.E.C. Industries Corporation, Inc.  has been found to
     be in compliance with all requirements necessary for continued listing
     on The NASDAQ SmallCap Market, based on a review of all available
     information."  Subsequent to this correspondence, the Company was of the
     opinion that it never fell below the minimum bid standards, and in the
     event such non-compliance existed, then in that event, the Company
     pursuant to 1( c)(8)(b), should have been "notified promptly" and should
     have been provided "a period of 90 calendar days from such notification
     to achieve compliance with the applicable continued inclusion
     standard."  The Company believes that the reason no such notice was
     forthcoming was the fact that the Company continued to be in compliance
     with 1( c)(4).

     Compliance withe Section 1( c)(14)

          The issuer shall file with the Association three (3) copies of all
     reports and other documents filed or required to be filed with the 
     Securities and Exchange Commission.  An issuer that is not required to
     file reports with the Securities and Exchange Commission shall file 
     with the Association three (3) copies of report required to be filed 
     with the appropriate regulatory authority.  All required reports shall be
     filed with the Association on or before the date they are required to be 
     filed with the Securities and Exchange Commission or appropriate 
     regulatory authority.  Annual reports filed with the Association
     shall contain audited financial statements."

          10K Filing Compliance.  The Company filed its 10K Prior to the 
     NASDAQ hearing, thus rendering moot the issue over the late filing of 
     the 10K.

          10Q Filing Compliance.  Pursuant to Rule 12b-25, under the 
     Exchange Act, a report will be deemed to have been timely filed if the 
     required notification on Form 12b-25 is filed no later then one
     business day after the due date for the report and the report is filed 
     no later than the fifth calendar day following the described due date.
     A copy of the 12b-25 extension was filed with the Securities and
     Exchange Commission on the 14th day of August, 1995, with copies sent 
     to NASDAQ on the same date. Pursuant to Rule 12b-25, the Company filed 
     the 10Q on August 17th, 1005 prior to the expiration of the
     five day period, and concurrent with the date of delisiting by NASDAQ.
     Ironically enough, the Securities and Exchange Commission even 
     commended the Company on filing it's first "EDGAR" filing within the 
     prescribed time period.

          Pursuant to 1( c)(14), the 10Q is required to be filed with NASDAQ
     "on or before the date they are required to be filed with the Securities
     and Exchange Commission."  Pursuant to Rule 12b-25, a report is deemed
     to have been filed timely if the required notification on Form 12b-25 if
     filed no later than one business day after the due date for the report 
     and the report is filed no later than the fifth calendar days following 
     the described due date.  Consequently, the Company believes its 
     compliance with 12b-25 places the Company in compliance with 1( c)(14).
     Certainly any ambiguity in 1( c)(14) should be interpreted in favor of
     the Company and not the drafter of the ambiguity, ie NASDAQ.

          Further, NASDAQ was additionally informed that the 10Q would be 
     filed no later than August 18th, 1995, within the prescribed time 
     period of five calendar days, when in fact the Company filed the
     10Q a day earlier than expected.  It was initially assumed that the 
     delay would be the result to the Company's initial "EDGAR" filing.

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          In addition to the above discussion, the Company is of the opinion
     that the Company should have been notified that the issue of the 10Q 
     filing was a discretionaly issued to be discussed by the NASDAQ
     Listing Qualifications Committee.

          The Company believed that it's filing of the 10K report of March 
     31, 1995, rendered moot any outstanding discretionaly issued that were 
     before the Committee.  However, assuming arguendo that such was no the 
     case, The Company was still in compliance the 1(c)(14) in that the 
     company filed, within the prescribed time from Form 12b-25, and 
     subsequently filed it's 10Q within the five day prescribed period of 
     Rule 12b-25.  Pursuant to Rule 12b-25 of the Exchange Act, the 
     subsequent filing within the prescribed 5 day period rendered the filing
     of the 10Q filed timely and thus pursuant to 1( c)(14) should
     also be considered filed on "on the date they are required to be filed". 
     In reference to the compliance with 1(c)(14), the Company was, on the 
     date of the hearing of August 16th, 1995, in compliance with the 
     minimum bid price alternative criteria, ie maintained a market value of 
     it's public float of in excess of $1 Million and maintained a capital 
     and surplus in excess of $2 million.

     The Company requested a formal hearing before NASDAQ, and after 
considerable delay, received its hearing on February 16, 1996, and
subsequent to the hearing, the Company received correspondence dated
February 16, 1996, wherein Mr. Donohoe, general counsel to NASDAQ, notified 
the Company that after a prior "oral hearing" held in Denver, Colorado, 
where the Company formally met with the NASDAQ Hearing Review Committee (the 
"Committee") in accordance with the Committee's "Order of Remand Dated 
December 4, 1995. Pursuant to Mr. Donohoe's correspondence of February 16, 
1996, the Committee was of the opinion that the Company was in compliance 
with the alternative minimum bid price requirement on the date of its original
delisting.  However, in order of the Company to be re-listed, the Committee 
set forth certain conditions which were to occur prior to such re-listing.  
The Company has met all conditions, which included the resignation of
certain Board member of the Company, however concurrent with the 
resignations, the Company in an effort to continue its compliance with 
NASDAQ changed its management, concurrent with the infusion of additional
assets into the Company.  NASDAQ has now taken the position that the Company 
has so significantly changed that the Company must now re-apply for NASDAQ.  
The Company has requested an additional hearing on the matter.


(b) Information About Industry Segments.

     The  Company is currently engaged in four main  businesses; real estate
development and construction  ("Moonridge"); transportation  of automobiles 
("Auto Express");  mineral  rights development   ("Atlas Methane" and "Basia 
Holding") and investments in art ("Mid-Nevada Art"). Information regarding  
the Company's reportable business segments is set forth in Item 1 and Note 9 
to the Financial Statements.  The Company is not involved in mining 
operations, and, accordingly, no revenues are generated therefrom.



( c) Narrative Description of Business.

C.E.C. Industries Corp.

     Operations.  The Company's real estate development operations consist of
sales of developed and undeveloped real estate.


     80.5 Acre Development - St. George, Utah.  The Company owned and 
undivided 65% interest in 80.5 acres of undeveloped property in St. George, 
Utah.  The Estate of Clarence I.  Justheim and Wyoming Petroleum
Company owned the remaining interest.  The Company, pursuant to an agreement 
reached in November of 1995, agreed to convey the property to DSM Golf 
Enterprises, Inc., in exchange for a promissory note in the sum of $1,200,000 
and other considerations as set forth in the agreement.

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 Moonridge Development Corp.

     Operations.  The  Company's  real  estate  operations  are conducted  
through   the  Company's wholly owned  subsidiary, Moonridge  Development 
Corp. ("Moonridge"),  a  licensed  General Contractor  in the State
of Nevada. Moonridge is responsible  for the development and/or construction 
of the following projects:

     Mini-Storage Facility - Henderson, Nevada. The Company owns 
approximately 7.28 acres of property generally described as the Mission 
Valley Mini Storage ("Mini-Storage Project") in addition to  a  contiguous 
1.39  acre parcel located on Russell Road, contiguous with U.S. Highway 95,  
outside the city limits of Las Vegas, Nevada. On March 31, 1995, the Company 
entered into a loan agreement  with Bank  of  America for $3,000,000  to  
build  the project.  Permits were subsequently obtained from the County of 
Clark, Nevada, to commence clearing the project in  preparation for  
construction. In an agreement which was reached with second deed of trust 
holder on the Mini-Storage Project, during May of 1996, the Company agreed 
to transfer the project in exchange for the reduction of Company debt of 
approximately $1,525,000.

     17.44  Acre  Planned Development - Henderson,  Nevada.  The Company owns 
approximately 17.44 acres of property contiguous with the Mini-Storage 
Project,  located  on  Russell   Road, contiguous  with U.S. Highway 95, 
outside the city limits  of  Las Vegas,  Nevada. In November of 1995, the 
Company entered into  an agreement with Landmark International, Inc. 
("Landmark") for the sale  of the  property at a price of $5,200,000 in 
Landmark stock and debt assumption.  After repeated demands and Landmark 
having agreed to issue the agreed upon stock, the Company is still not in 
receipt of the stock and on that basis the Company is pursuing
appropriate legal remedies.  It is the intent of the Company to either sell 
the property or development it.

     320  Unit   Multi-Family Project to be built  -  Henderson, Nevada. In 
June, 1995, the Company acquired a 24.5% interest in a 320 unit apartment 
project generally known as Victory Village, in exchange  for  1,200,000
shares  of  Rule  144  stock,  with  a simultaneous  two-year  restriction.  
The project  is  located  in Henderson, Nevada near the intersection of Lake 
Mead  Blvd.  and Boulder Highway. The City of Henderson issued bonds to
facilitate the  financing on the project, with HUD, (Department  of  Housing 
and  Urban  Development) insuring the construction and permanent loan in the 
sum of $16,442,400, at 6.38% interest, and due in  40 years,  which 
loan was recorded in June  of  1995 against  the approximate  17.72  acres.  
Permits for  the  project  have been obtained  from  the  City of Henderson, 
and construction  on  the project  is  approximately 40% completed. It is
anticipated  that the project will be complete by calendar year end, 1996.

     Strategy.   The Company's near term strategy for  Moonridge Development 
Corp. is to concentrate it's efforts on the development of the 320 unit 
Victory Village project. The  Company is currently negotiating for the
"spin off" of Moonridge.


Atlas Methane Gas Interests

     The  Company  owns  100%  of 13,500 acres of  leasehold  interest located
in the Black Warrior Lagoon area of Alabama, containing approximately 31 
billion cubic feet of methane reserves. 

     Introduction. Coal deposits in the United States are  widespread, 
underlying 360,000 square miles in 37 states. Methane is  present in  nearly  
all coal from the shallow subsurface to  depths  over 10,000  feet. Coalbed
basins are generally divided into  eastern and  western  types. This 
segregationis on  the  basis of both geography and geology.  The eastern 
coals are primarily Pennsylvanian Age and western coals are Cretaceous Age.  
Much of the drilling for coalbed gas has been concentrated in the Black 
Warrior Basin of North Central Alabama. This is due  to  several factors:

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          The  basin's  proximity to gas pipelines  that  deliver  to stable 
          gas markets.
          The high BTU values of the gas, from 950-1050.
          Drilling depths are shallow from 1,000 to 5,000 feet.
          The  coals are well understood in terms of their thickness, rank, 
          and content.
          Long term production has been established.


     Black Warrior Basin. Coal has been produced continuously for over 100  
years in the Black Warrior Basin. Although the presence  of gas  in  coalbeds 
has been recognized from the beginning, it  had been considered only as a 
hazard to coal mining.  Gas from the field was  originally  vented, but as 
the natural gas prices increased, the gas was collected and sold.

     Market  Analysis.  The pipeline systems situated in the Black Warrior 
Basin, are Alabama Gas Company (ALAGASCO), Basin Pipeline Corporation,  and 
Southern Natural Pipeline Company (SONAT),  and Associated  natural  Gas Inc.  
(ANGI).  The  Company does  not contemplate any marketing problems related
to  coalbed  methane production in the Warrior Basin.

     Competition.   There are a large number of  companies  and individuals 
engaged in exploration and development of oil and gas properties.  
Accordingly,  the  Company  will  encounter   strong competition from
independent operators and major oil companies in acquiring any additional 
leases suitable for development.  Many of the  companies so engaged have 
financial resources  and  staffs considerably larger than those available to 
the Company. There are likewise numerous companies and individuals engaged in
the organization and conduct of royalty, production, and marketing of gas,  
thus providing a high degree of competition among companies and individuals 
in the development and marketing of gas leasehold interests.

     The ability of the Company to market oil and gas found and produced, if
any, will depend on numerous factors beyond the control of the Company, the 
effect of which factors cannot be accurately predicted or anticipated.  Some
of these factors include the availability of other domestic and foreign
production, the marketing of competitive fuels, the proximity and  capacity  
of pipelines, fluctuations in supply and  demand,  the availability  of  a 
ready market, the effect of the federal and state regulation ofproduction,
refining,  transportation  and sales, and general national and worldwide 
economic conditions.


Basia Holding, Inc.

     Basia Holdings owns approximately 9,000 unencumbered acres of land and 
approximately 52,000,000 tons of coal reserves in Grundy County, Tennessee 
known as O & F Tennessee land; and is in part of what is locally referred to 
as the Southern Field of the Tennessee coalfield. 

     The  Company currently does not have the means, nor the intention in  
the  near future to attempt to develop and or mine  the  coal property and/or
timber on its own. The Company is seeking a buyer for the coal
reserves and the timber rights. The ability of  the Company to market either 
the coal or timber rights will depend on numerous factors beyond the control 
of the Company, the effect of which factors cannot be accurately
predicted or anticipated. Some of  these factors include the accessibility of 
the material,  the availability of other domestic and foreign production, 
environmental issues in both the region where the materials are located and  
other regions where competitive materials are located, fluctuations in supply
and demand, the availability of a ready market, the effect of the federal and
state regulation of production, transportation and sales, and general 
national and worldwide economic conditions.

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Mid-Nevada Art, Inc.

     Mid  Nevada  Art, Inc. is a wholly owned subsidiary of  CEC  with assets
of $1.7 million, which assets are made up of $1.7 million in appraised 
artworks by Sky M. Jones, a noted American artist. Sky Jones is a painter 
from the American West, born October 3, 1947 in Salt Lake City, Utah. He 
graduated with a bachelor degree in  Art from the University of Utah in 1971.
He has written books on Art and Life. Jones deals in Multiple Imagery, that 
is, layers upon layers of 3D forms overlaid and interwoven.  Sky Jones 
originals have been in the private collections of Queen Elizabeth, Governor 
Michael Dukakis, the late Lucille  Ball,  and Mohammed Ali to name a few. He 
has created various movie posters including  Star  Trek, the Never Ending
Story, Final Countdown, etc.  Limited edition prints and paintings by Sky 
Jones have been collected by or displayed in museums, corporations and 
galleries world wide.

     On June 27, 1996, Mid-Nevada Art, Inc.  Entered into two exchange 
agreements with One World Card. Mid-Nevada Art exchanged at total of 31 
original art works for a total of 323, $10,000 prepaid long distance
calling cards at a rate of $.45 per minute with an expiration dat of 5 years 
and 3 $100,000 pre paid long distance calling cards at a rate of $.45 per 
minute with no expiration date.  The Company felt that the calling cards were
a more marketable assets to a broader buying audience than the original 
artworks.  The Company intends to either sell the calling cards or exchange 
them for other assets.


Auto Express, Inc.

     Auto Express is involved in the business of transporting vehicles across 
the country for major businesses as well as consumers. Auto Express has been 
employed by companies such as Ford, GM, Chrysler, Mayflower, United Van 
Lines, as well as a number of professional sports organizations in the United
States, including the Chicago Bulls and Colorado Avalanche.

     Auto Express was founded in December of 1993 and commenced it's current 
operations in January of 1994.  The intent of Leon Harte, Auto Express'  
President, was to build a full service, vehicle hauling transportation 
company.  Originally the company only utilized owner-operators until the 
company purchased it's own trucks and equipment. 

     Auto Express revenues have grown from sales of $680,000 in 1994, to 
$1,800,000 in 1995.  The projections for 1996 are in excess of the $3 million
range and could be adjusted upward if Auto Express, with the help of C.E.C., 
can acquire additional vehicle hauling trucks and equipment. 

     The growth of the vehicle transportation business is booming.  The 
company is currently turning away almost as much in sales as the $3 million 
dollar projected revenues for 1996.  Yet Auto Express does no advertising and 
has no marketing people.

     The thrust of Auto Express' intentions in 1996 is to add at least two 
more company owned trucks, each additional 10-12 car carrier adds a minimum 
of $250,000 in annual revenues.


Oil and Gas Royalties

     C.E.C. has overriding royalty interests in oil and gas properties held 
by various other parties. All revenues  from C.E.C.'s interests in the 
properties have been received in  cash. The  Wyoming lands held by
Mobil Oil Company provided the largest part  of  the Company's oil and gas 
royalty income, approximately $67,000 (47%) in fiscal year 1994.

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     C.E.C.  does not presently deal in oil and gas leases, nor does it  
have facilities or means to perform the exploration, development and 
operation of oil and gas wells on properties in which  it has interests. 
Management has no present intention  of directly  engaging in either activity
in the future. Other  than  its 18% working interest in two oil and gas 
wells in  Colorado,  the Company owns no producing wells ("working interest" 
means an interest owner who participates in the costs as well as the revenues
of the property; overriding royalty interest owners participate in gross 
production revenues only).  Exploration and development of the mineral and 
oil and gas deposits located in or on the properties is undertaken by third 
parties. If and when production is realized on any properties in which C.E.C. 
has  an interest, it receives a share of gross production revenues based upon
the percentage overriding royalty interest it has retained.

     Most of the royalty interests were disposed of during fiscal 1994, for a
realized  gain of $604,905.  The balance of royalty interests were disposed 
of during fiscal 1996, for a realized gain of $56,206.


Other Investments

     Custom Environmental International.  Custom Environmental International,
("CEI") is engaged in the business of development and implementation of a 
patented carbon reactivation furnace.  In October of 1995, the Company Board 
of Directors elected to Spin-Off CEI in an effort to avoid continued losses 
resulting from the expense of developing the prototype carbon reactivation 
unit. However as of March, 1996, the spin-off was not completed.

     Sterling Travel.   The Company terminated its interest in acquiring 
Sterling travel during fiscal 1996, as the  result of insufficient revenues 
to comply with the earn out provisions of the original Acquisition Agreement 
with Sterling.

     Logos International Inc. The Company has written down the value of its  
430,320 shares of Logos International, Inc. which had been acquired in 1991
when the office building and the majority interest in GLI Industries, Inc. 
were sold.  Because the quoted per share price of the stock decreased from 
over $5.00 bid at the end of the 1993 fiscal year to $.125 bid at March 31, 
1994,  the value  was written down to $53,790, realizing a loss of 
$625,960 in  fiscal 1994.  Approximately half of the Logos stock was sold 
during 1995 resulting in a further loss and write-down of $46,305. The 
remaining value on the books is $2,605.  During the fiscal year 1996, all
the remaining shares were sold for $34,996.

     Federal and State Regulation. General. The activities of the Company  
with respect to methane gas and coal,  are subject to federal and state 
environmental laws and regulations which impose limitations on the discharge 
of pollutants into the air and water and which also establish standards for 
the treatment, storage and disposal  of solid and hazardous waste. Management
believes that the Company is substantially in compliance with such laws and 
regulations, and there are no pending proceedings which  question compliance 
with all applicable environmental, health and safety.

     Although  the Company does not consider current laws and regulations 
relating to such matters to be materially burdensome, especially in light of 
the reserve status of the Company's involvement as opposed to operations, 
there can be no assurance that future legislative or governmental actions or
judicial decisions will not adversely affect the Company or its ability to 
retain the mineral rights set forth herein. The Company is not aware of any
proposed or pending legislative, governmental or judicial action that would 
materially adversely  affect  the Company's properties. 

     Methane Extraction. The chief potential for environmental harm in the
extraction of coalbed methane, the gas trapped in underground coal streams, 
is the discharge of salt water into streams. Weekly and monthly water-quality 
samples are required to  monitor  the water  quality  during extraction. 
Currently the Company is not involved in the extraction of its methane 
reserves,  and thus faces no immediate environmental challenges.

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<PAGE>
Executive Offices

      C.E.C.'s executive offices are located at 23 Cactus Garden Drive, F-60,
Green Valley, Nevada 89014.


PATENTS

     C.E.C. had obtained certain patents for its low temperature furnaces 
developed by CEI and used in regenerating carbon; however, pursuant to the 
terms of the "Spin-off" agreement pertaining to CEI, the patents remained 
with CEI.


EMPLOYEES

     The Company and its subsidiaries currently employ approximately 135 full
and part time employees.

     Profit  Sharing and 401 (k) Plan.  The Company's Profit Sharing and 
401(k) Plan provides a means by which eligible participating employees of 
the Company may set aside and invest a portion  of their  earnings.
Employees meeting  the  eligibility requirements were able to participate by 
contributing up to 15% of their regular compensation on a pre-tax basis to 
be invested in the employee's choice of several mutual funds, with investment 
objectives ranging from money market to equity portfolio investments.  In 
February, 1996, the Company terminated its 401(k) plan. 


ITEM 2.   PROPERTIES

     Principal and Executive Offices. C.E.C. leases 2,622 square feet of  
office space for its executive offices at 23 Cactus Garden Drive, F-60, 
Green Valley, Nevada 89014.  Auto Express, Inc. leases 15,000 square feet of 
office space and warehouse storage space at 1717 E. 39th Avenue, Denver, 
Colorado.

     Oil and Gas Interests. The Company has sold its remaining overriding  
royalty interests in oil and gas wells producing in the Natural Buttes field 
in Uintah County, Utah, and has sold its holdings in the Big Piney, Ruben, 
Chimney Butte, Deer Hill Field, Long Island and Tip Top fields in Sublette 
County, Wyoming.

     St. George Properties. A general discussion of the St. George, Utah 
development project is included under Item  1(c),   "Narrative Description  
of Business",   "Operations".   C.E.C. transferred its interests in the St. 
George property pursuant to the terms and conditions of an agreement entered
into during November, 1996.

     Mission Valley Mini-Storage Facility. A general discussion of the
mini-storage project is included under Item  1(c), "Narrative Description of 
Business", "Operations".  The  Company acquired 7.28 acres of property 
located in Las Vegas, Nevada as part of a larger parcel of property,  on 
February  9, 1994, utilizing preferred stock of the Company. The Company 
executed an agreement to transfer the mini-storage project to the second 
deed of trust holder for approximately $1,525,000.

     Other Las Vegas Properties. A general discussion of the other parcels of
property acquired on February  9, 1994,  are included under Item 1(c), 
"Narrative Description of Business", "Operations". The Company is currently 
planning to sell or develop the property.

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<PAGE>
     320 Unit - Victory Village Apartments. A general discussion of the 320 
unit Victory Village project is included under Item 1(c),  "Narrative 
Description of Business", "Operations".  During June  1995, the Company 
acquired a 24.5% interest in the  Victory Village  III,  Ltd. partnership 
utilizing Rule 144 restricted common stock of the Company valued at $700,000.
A  $16,442,400 loan was recorded against the approximate 17.72 acres 
providing the construction financing for the project. Moonridge Development 
Corp.  is acting as the General Contractor for the project and construction 
is approximately 40% complete, with final completion anticipated for late 
1996.  (See Note 13 of the Financial Statement)

     Basia Holding, Inc. A general discussion of the Basia Holding are 
included under Item 1(c),"Narrative Description of Business", "Operations".  
Basia Holding owns approximately 9,000 unencumbered  acres of land
and coal reserves in  Grundy  County, Tennessee known as O & F Tennessee 
land; and is in part of what is locally referred to as the Southern Field of
the Tennessee coalfield.

     There are approximately 500 acres of Sewanee coal with an average 
thickness of about 42 inches; there are approximately 5,000 acres of 
Richland coal with an average thickness of  about 36 inches;  both the
Sewanee and Richland seams are  minable  by surface  methods and 3,200 acres 
minable by underground methods; the Angel seam has an average thickness of 
about 32 inches. Below the  Angel coal and minable by underground methods 
only is found the wilder seam which encompasses approximately 5,400 acres 
with an average thickness of about 30 inches.  In addition to  the above, an 
assumption of an 85 per cent recovery factor was used in calculating reserves
to be extracted by surface mining methods, and a 50 per cent recovery 
factor was used in calculating reserves to be extracted by underground 
methods. Consideration of the above information and applying that information
to the basic formula that the recoverable tonnage  of coal equals  150  tons 
per inch of coal per acre,  there  is  in summary the following:

     Sewanee Coal        3,468,000  tons
     Richland Coal       20,400,000 tons
     Angel Coal          15,840,000 tons
     Wilder Coal         12,150,000 tons

     Total               51,858,000 tons

     Atlas  Methane Gas Interests. A general discussion of the Atlas Methane 
holdings are included under Item 1(c),  "Narrative Description of Business", 
"Operations". The Company owns 100% of 13,500  acres of leasehold interest 
located in the Black  Warrior Lagoon area of Alabama, containing 
approximately 31 billion cubic feet of methane reserves.

     The Black Warrior basin encompasses an area of about 35,000 square miles
in northeastern Mississippi and Northwestern Alabama.  The basin is named for
the Black Warrior River,  a prominent navigable river over most of its length
through the area.  Physiographically the Black Warrior basin straddles 
the Cumberland  Plateau, Appalachian Valley and Ridge  province,  and East  
Gulf Coastal Plain. Although the basin's exact limits are not firmly  
established in the literature, it is structurally bounded on the north by the
Nashville-Cincinnati arch and on the southeast by the Appalachian fold and 
thrust belt. The basin is largely covered by Cretaceous and younger sediments
of the  Gulf Coastal Plain and Mississippi Embayment.

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<PAGE>
ITEM 3.   LEGAL PROCEEDINGS

     Fernando Aldecoa, et. al. v. Softpoint, Inc., United States District 
Court,  Southern District of California,  Case  Number 951654H(LSP) was 
instuted in October, 1995.  The Principal parties included Softpoint, Inc., 
Robert Cosby, C.E.C. Industries, Inc., George Matthews, Ron Robinson, Ron 
Stoecklein, and Don Stocklein.  The action pertains the allegations made by 
certain Softpoint shareholders and the other defendants materially 
misrepresented, or allowed certain misrepresentations to occur, which were 
relied upon by the defendants in purchasing their stock in Softpoint.  The 
only relationship between the plaintiffs and the Company is that the Company 
was attempting a merger with Softpoint, which merger was not completed. 
Further, one of the past directors of the Company was a past president of 
Softpoint, Inc.  The plaintiffs are seeking an unknown damage, which must be 
established upon determining liability, if any.  Because the Company and its 
outside counsel, is of the opinion that the Company has no exposure in the 
litigation, the Company is not aware of any governmental authority which has 
interest in the matter from the standpoint of the Company.

     The Walter Company v. McHaffie, et. al., Superior Court of the State of 
California for the County of Los  Angeles,  Case Number  BC135322 was 
instituted on.  The case involved an action by property owners of real 
property, wherein CEC was a limited partner.  The Company determined that 
there was no basis for CEC to be in the litigation, and the Case was recently
settled with no liability to CEC.

     As of the date hereof, the Company is not aware of any other material 
legal proceedings, pending or contemplated, to which the Company  is, or  
would be, a party of or which any of its property is, or would be the subject.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No  matter  was  submitted to a vote of  security  holders, through  the
solicitation of proxies or otherwise,  during  the fourth quarter of the 
Company's fiscal year ended March 31, 1996.  


                PART II                             

ITEM 5.   MARKET   FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED
          STOCKHOLDER MATTERS

     The Company's Common Stock is traded in the over-the-counter securities 
market through the National Association of Securities Dealers Automated 
Quotation Bulletin Board System, under the NASDAQ symbol CECN.  The following
table sets forth the quarterly high  and  low  bid  prices for the Company's 
Common Stock during the last two fiscal years  of  the  Company, as reported 
by the National Quotations Bureau.   The quotations  reflect inter-dealer  
prices,  without retail mark-up, mark-down or commission, and may not
necessarily represent actual transactions.
                
                            1996                        1995
                       High      Low              High      Low
     1st Quarter      $1.00     $ .5625           $3.75          $2.00
     2nd Quarter        .71875     .125            2.25           1.38
     3rd Quarter        .3125      .1875           1.63           0.91
     4th Quarter        .3125      .15625          1.13           0.75

     No  dividend  was  declared or paid by the  Company  during fiscal year
1996 or 1995.  A decision to pay dividends  in  the future  will depend upon 
the Company's profitability,  need  for liquidity   and  other
financial  considerations.    There   are approximately  1,728  shareholders 
of the 16,431,795  outstanding shares, as of June 21, 1996.

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<PAGE>
<TABLE>
ITEM 6.   SELECTED FINANCIAL DATA
<CAPTION>
                            1996          1995         1994        1993          1992
<S>                         <C>           <C>          <C>         <C>           <C>
Revenue from continuing
   operations               $ 2,463,276   $    87,501  $  142,238  $  137,316    $  126,877

Revenue from discontinued
    operations                        0             0           0           0        10,757
                                                        
Net income (loss) from
   continuing operations    $(1,283,313)  $(1,826,551) $ (296,992) $    1,838    $   12,464
                                                                 
Net loss from discontinued                                                   
   operations                         0             0          0            0          (881)
                                                                 
Loss per common share:            
   Continuing operations          (0.06)        (1.22)      (0.19)       0.00          0.00
   Discontinued operations        (0.00)         0.00        0.00        0.00          0.00
                                                                 
Total Assets                $11,115,648   $ 6,274,983  $6,094,026  $2,116,918    $1,934,271
                                                                 
Long term obligations                 0             0           0           0             0
                                                                 
Cash dividends per  
     common share                     0             0           0           0             0
</TABLE>

     During  1992, the Company sold GLI Industries,  Inc.  which manufactured
and marketed various handyman  products.   During 1991, the Company sold 
Custom Equipment Corp. which designed and manufactured specialized mineral 
processing  equipment  and  its  metallurgical consulting services. The
revenue, net  loss  from discontinued  operations and loss per common share 
in  the  five-year summary above reflects these discontinued operations.

     During  1996, the Company terminated its ownership of Sterling Travel 
pursuant to an agreement where Sterling Travel was to reach certain revenue 
milestones prior to the issuance  by the Company  of Preferred Stock to 
Sterling.  Since a condition subsequent occurred, in the failure to reach the
revenue goals as set forth in the agreement, the Company determined it in the
best interest of the Company to terminate the agreement.  The revenue, net  
loss from discontinued operations and loss per common share in the five-year
summary  above  reflects  these discontinued operations.


ITEM 7.   MANAGEMENT'S   DISCUSSION  AND  ANALYSIS  OF   FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

The  following discussion should be read in conjunction with the financial 
statements and the notes thereto.

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<PAGE>
Overview

     The  Company's  combined  historical  financial  statements consist 
primarily of  the operations and assets  of  Moonridge Development Corp., and
to a limited extent, CEI. The Company has continued to go through major 
transitions pertaining  to direction, management, and continued operations.  
During fiscal 1996, the Company  pursued both development and construction 
activity under its wholly  owned  subsidiary, Moonridge Development, Corp., 
earning revenues in its construction division of  $1,187,208 while at the 
same time setting the stage  for  new management which occurred in the 
fourth  quarter of fiscal  1996, with  the acquisition of 100% of the stock  
of  Basia  Holdings, Inc.,  Atlas  Methane, and 100% of the stock in 
Mid-Nevada Art, Inc.  Subsequent to  year end, the Company  continued  with  
its expansion through the acquisition of  Auto-Express, Inc. 

     Moonridge Development Corp. In the third quarter of fiscal  1994, the  
management of the Company formed a wholly owned subsidiary, Moonridge 
Development Corp. ("Moonridge")  for  the purpose  of facilitating  the 
development and construction of  the  Company's properties  located in  St. 
George, Utah, Las Vegas, Nevada, and Henderson, Nevada.  Moonridge obtained 
its  general contracting license,  and  in  the first quarter of  fiscal 
1996,  executed  a contract  for  the  acquisition of a 24.5%  interest  in  
Victory Village III, Ltd., a Nevada limited partnership, facilitated the 
placement of a $16,500,000 HUD loan for the project  (the "Victory Village  
Project"), and executed a contract for the  construction of the 320 Unit 
Victory Village Project for Victory Village III, Ltd.  In addition, 
Moonridge set up the development, construction and financing of the
Company owned Mini-warehouse project located on  7.28 acres in Las Vegas, 
Nevada, in addition to a 1.39  acre, contiguous  parcel.  However, after  
obtaining  a  three  million dollar construction loan from Bank of America
for the construction  of the mini-storage project in Las  Vegas,  Nevada, and
actually  commencing construction, then problems arose in the construction 
permitting and the cross collateralization of this property and the 15.24
acres contiguous, the company then decided to sell its interest in the Mini 
Warehouse project. In consideration of the debt relief of approximately 
$1,525,000 and the pay off  by  the  purchaser of the outstanding loan of
approximately $575,000 for the project, Moonridge entered into an agreement  
for  the  sale  of the project, which  sale occurred subsequent to year end, 
during the first quarter, fiscal 1997. As the  result of the sale of the
mini-storage property, the Company reduced  its debt position by in excess of
$1.5 million. However, as discussed  below, results of the Company's  
construction  and development programs created additional expenses
to the  Company, without  offsetting revenues. Revenues from the construction
and development programs are anticipated to level in fiscal 1997 due to the
proposed spin-off of Moonridge and the proposed liquidation of other 
undeveloped land owned by the Company in Las Vegas, Nevada.

     During the second quarter of fiscal 1996, Moonridge commenced 
construction on the 320 unit Victory Village project and as of June 1, 1996, 
was 40% completed with the construction. 

     The  Company  currently owns an additional 17.44  acres  of undeveloped 
land located in Las Vegas, Nevada, which the Company intends to sell or 
develop in the near future. During  the third quarter of fiscal 1996, the 
Company entered into an agreement for the sale of the undeveloped acreage for
$5.2  million; however, as of the end of June, 1996, the transaction has not 
been completed, and the Company, based upon the opinion of counsel, does not 
believe the transaction will be completed. Current outstanding obligation on 
the property is $1.6 Million.

     Sterling Travel  In the fourth quarter of 1995, the Company acquired  
Sterling Travel, and the revenues and expenses thereof from  February 28, 
1995 to March 31, 1995, were included in the revenues and expenses for fiscal
1995. Pursuant to the terms and conditions of the agreement with the 100%  
owner of Sterling Travel, the Company was purchasing the travel company for 
400,000 shares of preferred stock of the Company, at a valued price of $5 per
share, convertible to common stock, with a total value of  $2 million.  In
the event that in two years, the price of the  stock of the Company was not 
valued at $5 per share, then in that event the  Company  was required to off 
set the  difference  with  the issuance of additional shares of common
stock. According to the agreement, the preferred stock was to be issued 
according  to  an earn  out schedule based upon revenues earned by Sterling 
Travel. However, Sterling Travel did not receive the revenue projections
as initially projected, and the preferred stock was not  issued, and the 
transaction was canceled.

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<PAGE>
     CEI. The Company, through its subsidiary, CEI, continued to incur 
expenses related to the carbon reactivation furnace which was being tested a 
Thiokol Corporation in Utah. In the third quarter fiscal 1996, based upon 
discussions with the management of the Company and the Board of Directors of
the Company, and in consultation with certain other persons not affiliated
with  the Company,  the Board concluded that the investment in  the  carbon 
reactivation technology was not an appropriate means of diversifying the
Company's operations and required more cash to finance its operations than 
appeared prudent to the Board.  George Matthews, a member of the Company's 
Board who was primarily responsible for overseeing the Company's investment 
in CEI, and was acting president of CEI, agreed, with the rest of the CEC 
Board of Directors to spin-off CEI.  As of 3/31/96 and 6/28/96 the spin off 
was not completed.  Accordingly, the subsidiary's assets and operations were 
included in the 3/31/96 consolidated financial statements.

     Agreement to Terminate Conversion. In the third quarter of fiscal 1996, 
the Company entered into an agreement with DSM which terminated the preferred
stock conversion rights which were issued pursuant to the terms of the 
agreement wherein CEC was acquiring the land situated in Las Vegas. CEC issued
600,000 shares of preferred stock  which  was convertible to Common Shares at
a guaranteed "bid" price  of  not less  than  $4.00  per  share.  The  
original agreement further specified that in the event the "bid" price was  
less than the stated $4.00 per share at the time in which the shares are 
offered  for conversion prior to February 4, 1996, then in that event the 
Company was obligated to issue additional common stock to satisfy any 
shortfall.  On November 2nd, 1995, the Company, in anticipation  of a 
substantial dilution based upon the  then low value of the common stock of 
the Company, (partially as the result of the Company's delisting from NASDAQ 
in August of 1995) negotiated for a modification of the preferred stock
agreement wherein the Preferred Stock was exchanged for non-convertible 
voting preferred stock, in addition to the delivery of fee title to the St.
George property. Further, pursuant to the modification agreement, the 
Company received a promissory note for $1,200,000 which note is 
collateralized by certain shares of the non-convertible voting preferred 
stock issued under the agreement.

     Acquisions in Fiscal 1996. In the fourth quarter of fiscal 1996,  
concurrent with the election of three new Board of Director members,  the  
Company entered into an agreement with O.T.S. Holdings, Inc. to issue
8,660,000 shares of common restricted voting stock and 8,663,041 shares of 
preferred voting stock of the Company in exchange for; 100% of the issued and
outstanding common shares of Basia Holdings, Inc., a Tennessee corporation 
holding 9,000 acres of unencumbered land with approximately 52,000,000 tons
of low sulfur coal, 100% of the issued and outstanding shares of Mid-Nevada 
Art; and 100% of the Atlas Methane Development Corporation Gas and Mineral  
Leases, which unencumbered leasehold interest includes approximately 13,500 
acres located in the Black Warrior Lagoon area of Alabama containing 
approximately 31 billion cubic feet of methane reserves.

Liquidity and Capital Resources

     Cash requirements of C.E.C. have been met by funds provided from (a) 
royalty income; (b) construction fee revenues; (c) sale of property 
interests; and (d) borrowing.  The ratio of current assets to current 
liabilities at March 31, 1996 was .27 to 1.0 compared to .40 to 1.0 at March 
31, 1995.

     The working capital (deficiency) of the Company as of March 31, 1996, 
was $(3,384,457).  The working capital (deficiency) at March 31, 1995, was 
$(1,969,895).

     In 1996, liquidity was enhanced by the cash sale of oil and gas royalty 
interests and borrowing against the Las Vegas property.  Cash was $3,276 at 
fiscal 1996 year-end versus $27,454 at fiscal 1995 year-end.

Page 16
<PAGE>
Analysis of Operating, Investing and Financing Activities During 1996.

     During 1996, the Company reduced its restricted cash by $500,000 and 
paid down its line of credit by the same amount.  Accounts receivable 
increased by $538,405 as a result of construction activity by its subsidiary,
Moonridge Development Corp.  The decrease in other assets was the result of 
sales of undeveloped land. Accounts payable and payroll taxes increased, 
$259,024 and $119,422 respectively, as a result of construction
activity by its subsidiary, Moonridge Development Corp.

     During 1996, the Company increased its investment in undeveloped land by
$577,714.  The Company wrote off its investment in two subsidiaries, Islet 
Transplant Technology and Microsphere Technology in the
amount of $268,948.  Notes receivable - related parties increased $226,554.

     During 1996, the Company paid an additional $135,000 on its debt in 
additional to the $500,000 paid on its line of credit for at total reduction 
of $635,000.  Additionally, the Company borrowed $1,543,691 during 1996
to purchase land, provide for Company overhead and pay debt service

Significant Customers

     The Company had a principal customer which accounted for approximately 
47% of its total revenue in land sales.  During the coming year real estate 
sales will generally be to multiple customers.  Additionally, the Company 
has a construction contract with one principal customer that also accounted 
for 47% of its total revenue.  The construction contract is a percentage of 
completion contract and will continue and be completed during the year 1997.

     Working capital has decreased in the last three years principally 
because of short-term borrowing utilized to finance real estate acquisition 
and development activities. The  Company anticipated  raising funds to retire
the present short-term debt of $2,900,000, through either (I) the sale of the
mini-storage facility in Las Vegas, Nevada ("mini-storage  project") on 
completion of construction, (ii) converting the short-term debt to long-term
debt,  utilizing cash flow from  the mini-storage project  to service the 
debt; (iii) reducing the debt  from  fees received  by  the Company as a 
licensed contractor on  the  mini-storage  project and the Victory Village 
320 unit project;  (iv) selling all or a portion of the  65% undivided 
interest in the St. George,  Utah property or  the 20.30 acres located in  
Las  Vegas, Nevada; and reducing the debt through other fee income
earned  as  the  result of additional contracting work to be performed by the
Company.  The  initial permits to commence grading on  the  mini-storage 
project, were obtained during the first week in August of 1995; 
however  due to continued delays with the county  building department, the 
Company was unable to obtain the building permits pursuant to the terms of 
the construction loan agreement,  and thus  was  forced into a position
of refinancing the project,  or selling off the Company's interest. Shortly 
after the end of  the fourth quarter of fiscal 1996, the Company reached an
agreement with  the second deed of trust holder to acquire the property in
exchange  for the reduction of debt the Company owed on  land  it owned  in  
Las Vegas, Nevada including the mini-storage  project. Pursuant to the terms 
of the agreement, the Company  would  no longer be responsible
for the $3 million Bank of America loan.

     Further,  the  agreement with the second  deed  of  trust  lender 
allowed for a moratorium on payments under the $1.6 million loan on 
additional property in Las Vegas, Nevada, which moratorium was tied  to  the
sale by the Company of certain grading material in demand in the Las Vegas 
area. The sale of  the raw  material  is intended  to supply the Company with 
sufficient capital to  cover certain overhead in the Company, in
addition to paying  for  the debt service on the property.

     Acquisitions of new ventures will possibly affect liquidity in 1997, but
are expected to be financed with stock.  The Company has  no  long-term debt,
but anticipates converting  the  current short-term  debt  to long-term or 
eliminating it completely by selling additional equity and or portions of the
real estate.

     C.E.C.'s plans for capital expenditures are centered around real estate 
development and the expansion of its newly  acquired Auto Express, Inc. 

Page 17
<PAGE>
 Borrowing Activities

     During  the  past two years, the Company's  operations  and investing  
activities  have  been financed extensively from borrowings.  Borrowings have 
been  approximately  $3,800,000, $1,100,000, and $1,800,000 in fiscal years 
1996, 1995, and  1994, respectively.  Prior to the movement of  the  Company
in the direction of real estate construction and development in November of  
1993,  the Company's need for cash was  the  result of the Company's   
development of  it's  CEI   technology in carbon reactivation.  However, as 
the result of the Company's  activities in  the  acquisition and development 
of various parcels  of  real estate,  the  Company  was  required to  
increase  its  borrowing capabilities.  The  Company has borrowed  
significant  sums  from banks and private individuals as necessary to provide 
for the expansion of the Company's real estate development.  However,  as the
result of the Company's sale of the mini-storage project and liquidation of
its interest in St. George in exchange for a $1,200,000 note, the Company has
eliminated a need for the substantial borrowed funds previously required.  
Currently the only significant loan to the Company is the $2 million loan
collateralized by approximately 15.24 acres and $175,000 loan collaterized by
2.2 acres of real property located in Las Vegas.  The Lender has provided a 
short moratorium on the payments to allow the Company to sell certain raw 
fill dirt materials for sufficient cash sums to service the debt and provide 
the Company with some overhead cash requirements.

     Fiscal 1996.  During fiscal 1996, the Company repaid 50% the $1,000,000 
line of credit from Pioneer Citizens Bank, and as of the date of this report,
approximately $10,000 in accrued interest is owed on the loan as of March 31,
1996. Also during fiscal 1996, the Company  borrowed private money in the  
approximate amount  of $199,900  for  the purpose of funding the Company's 
construction activities  through Moonridge Development Corporation. 
Subsequent to  year  end,  the Company eliminated debt of approximately  
$3,935,000 of debt in the sale of its 7.28 acre mini-warehouse project.  Of  
the $3 million dollar loan to  Bank  of America, included in the $3,935,000 
amount, only approximately  $600,000 had  been  drawn down by the
Company's construction division  for purposes of constructing the 
mini-warehouse project.

     Fiscal 1995. During fiscal 1995, the Company drew down on a $1,000,000 
line of credit from Pioneer Citizens Bank. Also during 1995, the Company 
entered into a construction loan agreement in the  sum of
$3,000,000 with Bank of America, for the construction of its mini-storage 
facility in Las Vegas, Nevada. The collateral for  the  Bank of America loan 
is a 7.28 acre parcel of  property upon which the Company is building
its mini-storage facility.

     Fiscal  1994. During fiscal 1994, the Company borrowed  the sum  of  
$1,800,000 from a private party.  The private party loan was to be utilized 
for operations and the development of recently acquired  property in
Las Vegas, Nevada. The collateral for the private party loan in the sum of 
$1,800,000  is approximately 16.63 acres of property owned by the Company in 
Las  Vegas.  The collateral  for  the private party loan is approximately  
23.91 acres, of which 7.28 acres are subordinate to the Bank of America loan 
agreement executed in fiscal 1995. In addition, in 1994, the Company  
acquired a 2.20 acre parcel of land contiguous to its other Las  Vegas  
property, wherein the seller of the property carried back a trust deed in the 
sum of $100,000 as part of the purchase price. The collateral for the 
$100,000 loan is the  2.20 acres, which property is located in Las Vegas, 
Nevada.

Results of Operations

            Fiscal Year 1996 Compared to Fiscal Year 1995

     Revenues. The Company's revenues increased 2806% from $87,201 in 1995 to
$2,534,252 in 1996.  Revenue increases were attributable primarily to 
increases attributable to sales of development property in
the amount of $2,387,608 in 1996 as compared to $0 in 1995, and an increase 
in royalty income from $19,278 to $146,644.  Additionally, commission and 
affiliation income decreased to $0 from $68,223 in the prior.

Page 18
<PAGE>
     Selling, General and Administrative Expenses. The Company's selling, 
general and administrative expenses decreased 15% from $1,445,308 in 1995 to
$1,253,743 in 1996, a decrease of $191,565.  Selling, General and 
Administrative Expense (S,G&A) net decreases were primarily attributable to 
managements decisions to reduce personnel and salaries and wages from 
$784,909 in 1995 to $242,345 in 1996, a decrease of $532,546, directors fees 
and expenses form $54,009 in 1995 to $1,075 in 1996, a decrease of $52,934, 
bad debt expense from $39,153 in 1995 to $0 in 1996, a decrease of $39,153.  
However, research and development expenses increased from $3,358 in 1995 to 
$64,690 in 1996, a increase of $61,332, consulting expenses increased
from $329,561 in 1995 to $459,038, a increase of $129,477, and other selling,
general administrative expenses increased from $234,318 to $486,595, a 
increase of $252,277.

     Other Income and Expense.  Interest and dividend income for the Company 
increased 104% from $45,212 in 1995 to $100,581, a increase of $55,369.  The 
substantial increase was in interest income and was due to a increase in 
notes receivable during the year 1996.

     Interest Expense.  Interest expense for the Company increased 104% from
$255,739 in 1995 to $529,551 in 1996, a increase of $264,812.  The 
substantial increase in interest expense was the result of borrowings by the 
Company to facilitate expansion, primarily in the area of real estate 
development.

     Other Income and Expense.  Other income and expense for the Company 
increased from an expense of $209,450 in 1995 to an income of $8,918 in 1996.
The expense for 1995 was the result of loan extension fees and related 
expenses.  The income for 1996 was from miscellaneous sources.

     Gain or Loss on Sale of Assets.  Gain or loss on sale of assets for the 
Company increased from an expense of $46,198 in 1995 to and income of 
$23,815.  The expense was the result of the further write down of
the investment in Logos International, Inc. in 1995.  The income for 1996 was
the result of a gain on the sale of oil and gas interests.

     Loss from Discontinued Operations.  The Company discontinued the 
operations of two subsidiaries during the year 1996, Islet Transplant 
Technology and Microsphere Technology.  The loss was the result of the
subsidiaries being unable to develop the acquired technology as a result of 
the recision of a contract with Bio-Sphere Technology (an unaffiliated 
entity) that was entered into for the development of the technology.  The
Company concluded that the continued investment in the technology was not an 
appropriate means of diversifying the Company's operations and required more
cash to finance its operations than appeared prudent.  Accordingly, the 
Company ceased the pursuit of its medical technology investments.  This 
resulted in charges to operations of $186,043 for Islet Transplant Technology 
and $82,905 for Microsphere Technology. 


            Fiscal Year 1995 Compared to Fiscal Year 1994

     For  the year ended March 31, 1995, the Company had a net loss of 
$1,826,551 as compared to a loss of $296,992 for  fiscal year ended 1994.

     Revenues. The Company's revenues decreased 39% from $142,238 to 
$87,501. Revenue decreases were attributable to decreases in oil and gas
royalties due to the sale of the majority of the royalty interests, offset 
by commission  and  affiliation  fee income of $65,223, attributable to 
Sterling Travel. In 1994, the major part of the oil and gas royalties were 
sold for cash, generating a profit in excess of $600,000. Oil and gas  
royalties were $19,278 in 1995. In addition, revenue decreases were the 
result of management's focus on new real estate and development activities, 
which by their nature is capital intensive initially, with revenues being
deferred until either construction commences or the project is completed and 
rental revenues are received.

Page 19
<PAGE>
     Selling, General and Administrative Expenses. The Company's selling, 
general and administrative expenses increased 242%  from $452,268 in 1994 to 
$1,445,308 in 1995. Selling, General  and Administrative Expense (S,G&A) 
increases were attributable to management decisions to proceed with the 
development of the Company's existing real estate projects, which is 
generally capital  and management intensive at the outset. S,G&A were also 
extraordinarily high in the last few years because of high legal fees,  
accounting fees and other expenses related to the merger attempts and 
acquisition costs.

     Interest.  Interest expense for the Company increased 500% from $42,632
in 1994 to $255,739 in 1995.  The  substantial increase in interest expense 
was the result of borrowings by  the Company  to facilitate expansion, 
primarily in the area  of  real estate development.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     See Financial Statements and Financial Statement Schedules appearing on
F-1 to F-14  of this Form 10-K Annual Report.


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON        
          ACCOUNTING AND FINANCIAL DISCLOSURE

     On June 15, 1996, Deloitte & Touche LLP was terminated as the 
independent auditor of the company. On June 15, 1996, the Company reached an 
agreement with William L. Clancy, CPA, whereby William L. Clancy was engaged 
to act as the Company's auditor, commencing with the Company's audit for the 
fiscal year ending March 31, 1996.  The principal accountant's report on the 
Company's financial statements for either the past two (2) year has not 
contained either an adverse opinion or a disclaimer of opinion, nor was 
qualified or modified as to an uncertainty, audit scope or accounting 
principles.  The change in accountants was approved by the Board of Directors
of the Company. During the registrant's two most recent fiscal years and 
subsequent interim period up to the date of the change of accountants, there 
were no disagreements with the former accountant on any matters of accounting
principles or practices, financial statement disclosure, or auditions scope
or procedures.

Page 20
<PAGE>
                              PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Directors and Officers of the Company are as follows:

Name and Address              Age            Position Held

Gerald H.  Levine             64             Chairman of the Board, Director
23 Cactus Garden Drive, F23                  Chief Executive Officer, President
Henderson, Nevada 89014

Marie A.  Levine              50             Principal Financial Officer,
23 Cactus Garden Drive, F23                  Director, Principal Accounting 
Henderson, Nevada 89014                      Officer, Secretary/Treasurer

Alvin B. Green                67             Director
16601 Ventura Blvd.
Encino, California 91436

Janice E.  Smith, Esq.        49             Director
23 Cactus Garden Drive, F23
Henderson, Nevada 89014

Ralph Mann                    59             Director
Los Angeles, California

     Gerald H.  Levine is Chairman of the Board, Chief Executive Officer and 
President of C.E.C. Industries Corp.  Mr. Levine graduated from John Carroll 
University, Cleveland, Ohio, with a degree in Business Administration.  Mr. 
Levine was Executive Vice President of Lincoln Automotive and Lincoln Bearing
from 1955 to 1970.  From 1970 to 1979 he was President and Chief Operations 
Officer of Cle-Ware Industries which purchased Rayco Industries building 
sales to over 90 Million and employing 3,000 workers.  From 1979 to 1988,
Mr. Levine operated Centrum Consulting Corp.  Working with companies seeking 
merger partners.  In 1988, Mr. Levine became President of On Target Sports 
Selections, a computerized Line Service.  In November of 1990,
On Target Sports completed a reverse merger with American Jet Holdings, Inc., 
later changing the name of the corporation to O.T.S. Holdings, Inc.

     Marie A.  Levine is Chief Financial Officer and Secretary/Treasure of 
C.E.C. Industries Corp.  Mrs. Levine worked for the University of Nevada at 
Las Vegas Computing Center form 1972 to 1977.  From 1977 to
1988, Mrs.  Levine operated privately held companies including property 
management and bookkeeping services. In 1988, she became involved with the 
automation of the On Target Sports Selections computerized system, and
became Secretary/Treasure of O.T.S. Holdings, Inc.

     Alvin B.  Green is a Director of C.E.C. Industries Corp.  Mr. Green has 
practiced international business law for over 30 years.  His offices are 
located in Encino, California.  Mr. green is also the corporate attorney of
C.E.C. Industries Corp.

     Janice E.  Smith is a Director of C.E.C. Industries Corp.  Ms. Smith is 
practicing Bankruptcy and Trust Planning law in the Las Vegas area.

     Ralph Mann is a Director of C.E.C. Industries Corp.  Mr. Mann is a Real 
Estate Developer in the Los Angeles area.  

Page 21
<PAGE>
ITEM 11.  EXECUTIVE COMPENSATION

     The Compensation which the Company paid to the President for services in
all capacities and for the fiscal years indicated, was as follows:


Name and Principal Position             Year           Salary         Other

Gerald H.  Levine, President            1996           $0

George Matthews, President              1996           $0

Richard Cope, President                 1996           $0

Ronald J.  Robinson, President          1995           $100,000

Donald J.  Stoecklein, Secretary        1995           $100,000

Ronald G.  Stoecklein, Treasurer        1995           $100,000

George A.  Matthews, President          1994           $81,250        $4,800*

George A.  Matthews, President          1993           $55,000

Company's contribution to the Savings and Protection Plan.

Insider Participation in Compensation Decisions

     The  Company has no separate Compensation Committee;  the entire Board 
of Directors makes decisions regarding  executive compensation.   Two of the 
five directors are officers of the Company. Gerald H. Levine is
the President and a  director  and Marie A. Levine is the Secretary/Treasurer
and a Director.  Both of them participated in deliberations of the Company's 
Board of Directors concerning executive officer compensation.

Board of Directors Report on Executive Compensation

     The Board of Directors has no existing policy with respect to the 
specific relationship of corporate performance to  executive compensation.  
Since the Company's sale, effective  December  31, 1990, of all of the
Company's assets relating to its then primary active business of engineering 
consulting and customized minerals processing, the Board has set executive 
compensation at what  the Board considered to be the minimal levels
necessary to retain and compensate the officers of the company for their 
activities  on the Company's behalf. 

          Gerald H. Levine
          Marie A. Levine
          Alvin B. Green
          Janice E. Smith
          Ralph Mann

EMPLOYEE BENEFIT PLAN

     Effective  February, 1996, the Savings and Protection Plan (the "Savings 
Plan") was terminated by C.E.C. Management Corp.

Page 22
<PAGE>
1987 NONQUALIFIED STOCK OPTION PLAN

     The  Company  has a 1987 Nonqualified Stock Option  Plan  (the "NSOP").
The NSOP is administered by a committee of three persons appointed by the
Board of Directors.  Eligible participants include the Company's employees 
and directors who are not members of the committee (and have not been for
a  least one  year).  The numbers and terms of the options granted to each 
participant  are  determined  by the committee. There  are  an aggregate  of
100,000  shares  of  the Company's  Common  Stock available for the
granting of options under the NSOP.  The option price per share may not be 
less than the Common Stock's par value of  $0.05.   No  portion of an option 
my be exercised  until  two years from the date of its grant.

Page 23
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND          
          MANAGEMENT

BENEFICIAL STOCK OWNERSHIP

     The  following table sets forth, as of June 21, 1996, Common Stock 
ownership of (1) the directors of the Company, (2) the only persons known to 
management to be the beneficial owners of  more than five percent of
the Common Stock of the Company, and (3) the Company's directors and officers
as a group:


                                        Amount and               Options
                                        Nature of                or Other
Title of  Name  and Address             Beneficial     Percent   Beneficial
Class     of  Beneficial Owner(1)       Ownership of   Class     Owners(2)(3)

                                                            
Common    Gerald H. Levine              0              0%        

Common    Marie A. Levine               0              0%

Common    Alvin B. Green                30,000         .0018%

Common    Janice E. Smith                    0         0%

Common    Ralph Mann                    20,000         .0012%

Common    O.T.S. Holdings, Inc.         7,794,000      47%
          4535 W. Sahara
          Sutie 105-13B
          Las Vegas, Nevada  89102

Common    DSM Golf Enterprises, Inc.    1,200,000      7%        720,000(proxy)
          1350 E. Flamingo Rd. #246
          Las Vegas, NV  89119

Common    Wire To Wire, Inc.            1,414,667      9%
          4535 W. Sahara
          Suite 105-13B
          Las Vegas, Nevada  89102

Common    Directors and Officers        50,000         .003%
          as a group (5 persons)




(1)  Addresses  are furnished only for those beneficial owners of 5% or more 
     of the Company's Common Stock.

(2)  All beneficial owners have sole voting and investment power over all of 
     the shares they own, except as indicated in column five and these 
     footnotes.

(3)  The  amounts in column three include the amounts in column five.

Page 24
<PAGE>
Agreements Changing Control of the Company

     On March 28, 1996, the Company entered into an Agreement to issue to  
O.T.S.  Holding, Inc. 8,660,000 shares of common restricted voting stock and 
8,663,041 preferred voting stock of CEC in exchange for: 100% of the issued  
and outstanding common shares of Basia Holding, Inc., a Tennessee Corporation
holding 9,000 acres of fee land with approximately 52,000,000 tons of low 
sulfur coal, 100% of the issued and outstanding shares of  Mid-Nevada Art; 
and  100%  of the  Atlas Methane Development  Corporation Gas and  Mineral 
Lease,  which leasehold interest includes approximately 13,500 acres located 
in the  Black  Warrior Lagoon area of Alabama containing 31  billion cubic  
feet  of methane. Concurrent with the execution  of  this agreement,
three (3) directors of CEC resigned changing control of the Company to the 
new Board Members.

     O. T. S. Holdings, Inc, will control 47% of the issued and outstanding 
shares of common stock and 66.3% of the issued preferred stock.  

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a) Transactions with Management and Others.

Asset Transactions - Re-Issuance of Preferred Shares

     During fiscal 1996, the Company's Board of Directors adopted a 
resolution pursuant to which the Company avoided the conversion of 600,000 
shares  of Convertible Preferred  non-voting  stock, which stock
would have converted on February 4, 1996 to common shares having a value of 
$2,400,000.  Due to the then price of the Company's shares, approximately 
$0.20, the Board determined it in the  best interest of the Company
to avoid the  conversion.  The Company  agreed  with  DSM  Golf Enterprises, 
Inc.,  principally controlled by Dwight Jory, ex-director of  the Company,  
Vegas Ventures, Inc., Theodora de Hondol, the wife of  Dwight  Jory,
a director of the Company, and  Jeanette Browning to: (I) issue to de Hondol 
and Browning $80,000 in Limited Liability Company shares;  (ii) re-issue to 
Vegas Ventures,  Inc.  395,000 shares voting non-converting preferred stock, 
par value $0.50 per share; (iii)  re-issue to DSM Golf Enterprises, Inc.  
3,905,000 shares of voting non-converting preferred stock, par value  $0.50 
per  share; re-issue 100,000  shares of voting non-converting preferred 
stock, par value $0.50 per share; transfer a deed to the Company's interest 
in the St. George parcel to DSM Golf Enterprises, Inc., concurrent with the 
receipt by the Company of a $1,200,000 note for the balance of the exchange 
value,  which note is secured  by 2,100,000 shares of voting non-convertible
preferred stock, set forth above; additionally, 1,400,000  shares of  the 
voting non-convertible preferred stock is pledged back to the Company as 
collateral for the Company's 24,5% interest in the 320 Unit Victory Village
apartment project, to insure the Company does not loose any investment 
capital in the project.

Loans Made to the Company by, or Guaranteed by Affiliates

     In  the  third and fourth fiscal quarter 1996, Charles McHaffie, either 
personally or through related entities advanced funds  to the Company in the
sum of $79,200.  Mr. McHaffie is an affiliate of DSM Golf Enterprises, Inc.  


Stock Options Exercised by Board Members

     In  February of 1996, two directors executed options to acquire 300,000 
shares of common stock, each, in the Company in exchange for consideration 
paid pursuant to the terms and  conditions  of promissory notes
executed concurrent with the exercise.




Page 25
<PAGE>
ITEM  14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND  REPORTS ON FORM 8-K

(a) Documents filed as part of this Report

     1. Financial Statements:

     Independent Auditors' Report                                   F-1
     Independent Auditors' Report                                   F-2  
     Independent Auditors' Report                                   F-3
     Consolidated Balance Sheets at March 31, 1996 & 1995           F-4 & F-5
     Consolidated Statements of Operations for the years ended         
          March 31, 1996, 1995 & 1994                               F-6
     Consolidated Statements of Stockholders' Equity for the 
          years ended March 31, 1996, 1995, and 1994                F-7
     Consolidated Statements of Cash Flows for the years ended 
          March 31, 1996, 1995 & 1994                               F-8 to F-10
     Notes to Consolidated Financial Statements                     F-11 to F-24

     2. Exhibits required to be filed are listed below.

     Exhibit Number           Description
                 
     (2)       Plan of acquisition, reorganization arrangement, liquidation 
               or succession
                 
               (a)  Agreement  of  Merger  of   C.E.C. Management  Corp. into
               Justheim Petroleum Company, dated August 15, 1986 
               (incorporated  by  reference to Exhibit 2 of the 
               Company's Registration Statement on Form S-4, file No. 
               33-8753, as amended) (b) Agreement of Merger of  C.E.C. 
               Management  Corp. into Justheim Petroleum Company,  dated 
               August 15, 1986,  and Board approval certificated and  
               Certificates of Shareholder Vote on Merger, dated December 31,
               1986, all as filed with the Nevada Secretary of State on 
               December 31, 1986.

     (3)       Articles of Incorporation and by-laws
                 
               (a)  Articles of Incorporation, as amended (incorporated  by 
               reference to Exhibit 3.1 of the Company's Annual Report on 
               Form 10K for the fiscal year ended March 31, 1986).
               (b)  Bylaws, as amended (incorporated  by reference to Exhibit
               3.2 of the Company's Annual Report on Form 10K for the fiscal 
               year ended March 31, 1986).
                 
     (4)       Instruments defining the rights of security holders:
                 
               (a)  Loan Agreement dated March 31, 1995, between the Company 
               and Bank of America.
               (b)  Loan  Agreement dated  February  4, 1994, between the 
               Company and Cartwright
               ( c) As  amended by first amendment to Loan Agreement between
               the Company and Cartwright, dated February 4, 1995.
               (d)  An agreement between the Company and Cartwright whereby 
               the Company would deed the 7.28 acre mini-storage project and
               an additional 1.39 acres to Cartwright, subject to the $3 
               million Bank of America loan (approximately $600,000 drawn 
               down) in exchange for debt relief of the $600,000 of the Bank 
               of America loan and $935,000  owed to Cartwright.
     (10)      Material Contracts
          (10.1)    Agreement dated June 7, 1995 between CEC and Victory 
                    Village III, Ltd., a Nevada limited partnership (filed as
                    Exhibit to  8-K  filed November 29, 1996.)
          (10.2)    Agreement dated October 4, 1995 between CEC and CEI to 
                    spin-off CEI (8-K filed October 4, 1995)
          (10.3)    Agreement dated November 2, 1995 between CEC and DSM Golf
                    Enterprises, Inc., et al. (filed with 8-K November 2, 1995)
          (10.4)    Agreement dated March 28, 1996 between CEC and O.T.S.
                    Holdings, Inc. (filed  with 8-K November 14, 1996)
          (10.5)    Agreement dated June 15,1996 between CEC and Auto 
                    Express, Inc. (8-K filed on  June 27, 1996)
          (10.6)    Change in Accountants, Dated June 15, 1996 (8-K filed on 
                    June 21, 1996 and refiled on November 14, 1996).
          (10.7)    Agreement  dated June 27, 1996 between  Mid-Nevada  Art, 
                    Inc., and One World Cards (8-K filed on June 28, 1996)
          (10.8)    Agreement dated November 1, 1995 between CEC and Landmark
                    International, Inc. (8-K filed on November 29, 1996)

     (16)      Letter re change in certifying accountant
               The Company changed auditors from Deloitte Touche to William 
               Clancy. 

     (21)      Subsidiaries of the Registrant
               (a)  Moonridge Development  Corp.,  a Nevada corporation 
               (b)  Basia  Holdings, Inc., a  Tennessee corporation
               (c) Mid-Nevada  Art,  Inc.,  a  Nevada corporation
               (d) Auto Express, Inc. 

     (b)  During the fiscal year 1996, the Company filed the following  8-Ks.

     (1)  June 7, 1995, Item No. 2 - CEC/Victory Village Agreement, Item No.
          5 - Contractors Agreement with R.V. Jones Construction
     (2)  August 16, 1995, Item No. 5 - NASDAQ delisting
     (3)  September 15, 1995, Item No. 1 - Election of Officers and 
          Directors, Litigation disclosure, Item No. 2 - Spin-Off of CEI and 
          Joint Venture Agreement
     (4)  October 4, 1995, Change in Control of Registrant, Robinson 
          resignation, Cope elected as new President, Decision to Spin-Off 
          CEI
     (5)  November 2, 1995, Item No. 2 - Anti-Conversion Agreement of 
          Preferred Stock, Item No. 5 - NASDAQ listing information.

Subsequent to the end of the fiscal year, the Company filed the following 
reports on Form 8-K
     (1)  March 28, 1996, Item No. 2 - CEC/O.T.S. Agreement, Item No. 6 - 
          Resignation of 3 Directors.
     (2)  June  15,  1996, Item No. 2 - CEC/Auto Express,  Inc., Agreement.
     (3)  June 15, 1996, Item No. 4 - Change in Accountant
     (4)  June 27, 1996, Item No. 2 - Mid-Nevada Art, Inc.,/One World Cards, 
          Agreement

(c ) Required exhibits are attached hereto and are listed in Item 14(a)(3) of
     this Report.

Page 27
<PAGE>

SIGNATURES
                   
     Pursuant to the requirements of Section 13 or 15(d) of the Securities  
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf  by  the  undersigned, thereunto duly authorized.

                                   C.E.C. INDUSTRIES CORP.


                                   By:/s/Gerald H.  Levine
                                        Gerald H. Levine
                                        President and Principal
                                        Executive Officer


                                   By:/s/Marie A.  Levine
                                         Marie A. Levine
                                         Principal Financial Officer
                                          Principal Accounting Officer


     Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of the 
registrant and in the capacities and  on the dates indicated.


Signature                     Title                         Date



/s/Gerald H.  Levine         President, Chief Executive     June 28, 1996
Gerald H. Levine             Officer & Director



/s/Marie A.  Levine           Principal Financial Officer,  June 28, 1996
Marie A. Levine               Principal Accounting Officer
                              & Director  

/s/Alvin B.  Green            Director                 June 28, 1996
Alvin B. Green, Esq.


/s/Janice E.  Smith           Director                 June 28, 1996
Janice E. Smith, Esq.


                              Director                 June 28, 1996
Ralph Mann            

Page 28
<PAGE>

OFFICERS                                       AUDITORS
Gerald H. Levine                               William Clancy
President, Chief Executive Officer             Phoenix, Arizona
Marie A. Levine 
Principal Financial Officer, Principal 
Accounting Officer and Secretary/Treasurer

DIRECTORS
Gerald H. Levine
Las Vegas, NV

Marie A. Levine
Las Vegas, NV

Alvin B. Green, Esq.
Los Angeles, California

Janice E. Smith, Esq.
Las Vegas, NV
                                               REGISTRAR & TRANSFER AGENT
Ralph Mann                                     Atlas Stock Transfer Corporation
Las Vegas, NV                                  5899 South State Street
                                               Salt Lake City, UT  84107

                                               NASDAQ SYMBOL
                                               CECN

                                   



ANNUAL MEETING
                 
August 21, 1996 -- 9:00 a.m.
At
23 Cactus Garden Drive, Suite F-60
Henderson, Nevada 89014
(702) 893-4747

Page 29
<PAGE>

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


1.     Independent Auditors  Report.................................F-1

2.     Independent Auditors  Report.................................F-2

3.     Independent Auditors  Report.................................F-3

4.     Financial Statements:

     Consolidated Balance Sheet at March 31, 1995 and 1994..........F-4 & F-5

     Consolidated Statements of Operations for the Years ended 
     March 31, 1996, 1995 and 1994 .................................F-6

     Consolidated Statement of Stockholders  Equity for the Years
     ended March 31, 1996, 1995 and 1994 ...........................F-7

     Consolidated Statement of Cash Flows for the Years ended 
     March 31, 1996, 1995 and 1994 .................................F-8 to F-10

     Notes to Consolidated Financial Statements ....................F-11 to F-24

All schedules are omitted because they are not applicable or the required 
information is shown in the consolidated financial statements or notes 
thereto.

<PAGE>
William L Clancy
CERTIFIED PUBLIC ACCOUNTANTS
  
  
Central Plaza                                       
Suite 890
4041 North Central Avenue
P. O. Box 16627 (8501-6627)
Phoenix, Arizona 85012
(602)266-2646
Fax (602) 266-2402
  
                         INDEPENDENT AUDITOR'S REPORT
  
Board of Directors
C.E.C. Industries Corp.
Las Vegas, Nevada

I have audited the accompanying consolidated balance sheet of C.E.C. 
Industries Corp. and Subsidiaries (the Company), as of March 31, 1996 and the
related consolidated statements of operations, stockholders' equity and cash 
flows for the year then ended.  These consolidated financial statements are 
the responsibility of the Company's management. My responsibility is to 
express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing 
standards. Those standards require that I plan and perform the audit to 
obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test 
basis, evidence supporting the amounts and disclosures in the consolidated 
financial statements. An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well as 
evaluating the overall financial statement presentation. I believe that my 
audit of the financial statements provides a reasonable basis for my opinion.

In my opinion, the consolidated financial statements present fairly, in all 
material respects, the financial position of the Company at March 31, 1996, 
and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

/s/William L. Clancy
William L. Clancy, CPA

Phoenix, Arizona
June 26, 1996

F-1
<PAGE>

INDEPENDENT AUDITORS' REPORT

C.E.C. Industries Corp.
Las Vegas, Nevada

We have audited the accompanying consolidated balance sheet of C.E.C. 
Industries Corp. and subsidiaries (the "Company"), as of March 31, 1995 and 
the related consolidated statements of operations, stockholders' equity and 
cash flows for the year then ended.  These consolidated financial
statements are the responsibility of the Company's management. Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial 
statements. An audit also includes assessing the accounting principles used 
and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our 
audit of the financial statements provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company at March 31, 1995, 
and the results of its operations and its cash flows for the
year\then ended in conformity with generally accepted accounting principles.


/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Las Vegas, Nevada
August 4, 1995

F-2
<PAGE>

DUANE V.  MIDGLEY
CERTIFIED PUBLIC ACCOUNTANT
4351      Lynne Lane
Salt Lake City, Utah 84124
----------------
(801) 277-3608


INDEPENDENT AUDITOR'S REPORT

Stockholders and Board of Directors
C.E.C. Industries Corp. and Subsidiaries

        We have audited the consolidated balance sheets of C.E.C. Industries 
Corp. and Subsidiaries, as of March 31, 1994, and the related consolidated 
statements of operations, stockholders' equity, and cash
flows for the years ended March 31, 1994 and March 31, 1993.  These financial 
statements and financial statement schedules are the responsibility of the 
Company's management.  Our responsibility is to express an opinion on these 
financial statements and financial statements schedules based on our audits.

        We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well as 
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to in the first 
paragraph above present fairly, in all material respects, the consolidated 
financial position of C.E.C. Industries Corp.  and Subsidiaries as of
March 31, 1994, and the consolidated results of their operations and cash 
flows for the years ended March 31, 1994 and March 31, 1993, in conformity 
with generally accepted accounting principles.


/s/Duane V. Midgley
Duane V. Midgley
Certified Public Accountant

June 10, 1994


**(Company Notice)  As of September 14, 1995, Duane B. Midgley, CPA is not 
authorized to practice before the Securities and Exchange Commission.  This 
is a copy of the report on the financial statements of C.E.C. Industries 
Corp.  as of March 31, 1994 and for the year then ended which was originally 
issued by Duane V.  Midgley, CPA on June 10, 1994.

F-3
<PAGE>
C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
March 31, 1996 and 1995
     
                               ASSETS
                                                 1996            1995
                                                             
Current Assets
  Cash and Cash Equivalents (Note 1)             $     3,276     $     27,454
  Restricted Cash (Note 11)                          500,000        1,000,000
  Accounts Receivable                                543,566            5,161
  Notes Receivable - Related Party (Note 5)                            14,547
  Inventory (Notes 1 & 2)                            181,199          181,477
  Other                                               64,115          103,476
                                                 -----------       ----------
  Total Current Assets                             1,292,156        1,332,115

Property and Equipment, at Cost (Note 1)
  Furniture and Equipment                            148,478          158,508
  Less Accumulated Depreciation                      (89,213)         (72,324)

  Net Book Value                                      59,265           86,184

Other Assets
  Investment in Undeveloped Land (Note 11)         4,157,528        4,735,242
  Notes Receivable - Related Parties (Note 5)      1,380,000
  Accrued Interest Receivable - Related
    Parties (Note 5)                                  46,554
  Patents, at Cost (Net of Accumulated
  Amortization of $9,500 in 1996 and $3,190
    in 1995) (Note 1)                                101,696          107,648
  Investment - Limited Partnership (Note 12)         300,000
  Artworks (Note 11 & 12)                          1,747,199
  Coal Reserves (Note 11 & 13)                       800,000
  Oil and Gas Interests (Note 11 & 12)             1,231,250           13,794
                                                 -----------       ----------
  Total Other Assets                               9,764,227        4,856,684
                                                 -----------       ----------
Total Assets                                     $11,115,648       $6,274,983
                                                 ===========       ==========
                                  
The accompanying notes are an integral part of the
consolidated financial statements.

F-4
<PAGE>
C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
March 31, 1996 and 1995
                          
LIABILITIES AND STOCKHOLDERS' EQUITY
                   
                                                 1996              1995
Current Liabilities
  Accounts Payable                               $   293,112       $    34,088
  Bank Overdraft                                      29,411
  Payroll Taxes Payable                              119,422
  Notes Payable (Note 11)                          2,723,319         2,076,351
  Line of Credit (Note 11)                           500,000           825,000
  Notes Payable - Related Parties (Note 5)           582,210
  Accrued Liability-Related Parties (Note 5)         125,788           259,336
  Accrued Liabilities - Other                        303,351           107,235
                                                 -----------       -----------
  Total Current Liabilities                        4,676,613         3,302,010

Commitments & Contingencies (Note 8)

Stockholders' Equity (Notes 6,7,10, & 13)
  Convertible Preferred Stock, Par Value
    $.001 Per Share, Authorized 100,000,000
    Shares, Issued and Outstanding 13,063,041 
    Shares in 1996 in 725,000 
    Shares in 1995                                    13,063               725
                                                                    
  Common Stock, Par Value $.05 Per Share,
    Authorized  50,000,000 shares;
    Issued and Outstanding, 15,671,795
    Shares in 1996 and 1,867,459 Shares
    in 1995                                          783,590            93,373

  Paid In Capital                                  9,315,554         5,287,443

  Retained Earnings - A Deficit                   (3,673,173)       (2,385,041)

  Treasury Stock, At Cost (0 Shares in
    1996 and 5,986 Shares in 1995)                (        0)       (   23,527)
                                                 -----------       -----------
Total Stockholders' Equity                         6,439,035         2,972,973
                                                 -----------       -----------
Total Liabilities and Stockholders' Equity       $11,115,648       $ 6,274,983
                                                 ===========       ===========
                                                              
The accompanying notes are an integral part of the
consolidated financial statements.
F-5
<PAGE>
C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS
For The Years Ended March 31, 1996, 1995 and 1994

                                       1996           1995           1994
                                                                         
Income
  Sales (Note 1)                       $ 2,387,608    $    68,223    $     600
  Royalty Income (Note 1)                   75,668         19,278      141,638
                                       -----------    -----------    ---------
Total Income                             2,463,276         87,501      142,238
                                                                    
Cost of Sales                            2,241,074          2,569        2,503
                                       -----------    -----------    ---------
Gross Profit                               222,202         84,932      139,735

Selling, General and Administrative
  Expenses                               1,099,876      1,445,308      452,268

Other Income (Expense)
  Interest and Dividends                   100,551         45,212        1,958
  Other (Notes 11 and 12)                   22,347       (209,450)      14,010
  Interest Expense                        (620,349)      (255,739)     (42,632)
  Gain (Loss) on Sale of Assets
   (Note 3)                                 91,812        (46,198)      42,205
                                       -----------    -----------    ---------
Income (Loss) Before Income Taxes       (1,283,313)    (1,826,551)    (296,992)
                                       
Provision for Income Taxes
  (Note 4)                                       0              0            0
                                       -----------    -----------    ---------
Net (Loss)                             $(1,283,313)   $(1,826,551)   $(296,992)
                                       ===========    ===========    =========

Loss Per Common and Common Share
  Equivalent (Note 1)
  Continuing Operations                $      (.08)   $     (1.22)   $    (.19)
                                       ===========    ===========    =========

The accompanying notes are an integral part of the
consolidated financial statements.
F-6
<PAGE>
C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR YEARS ENDED MARCH 31, 1996, 1995, AND 1994

                         Preferred Stock         Common Stock      Paid-In     Accumulated  Treasury Stock
                         Shares     Amount   Shares      Amount    Capital     Deficit      Shares   Amount     Total
<S>                      <C>        <C>      <C>         <C>       <C>         <C>          <C>      <C>        <C>
Balance at March 31,
   1993                                      1,202,260   $60,113   $2,283,771  $(261,498)   (54,527) $(214,456) $ 1,867,930

Issued Preferred Stock
  (Note 13)              600,000   $600                            2,399,400                                    2,400,000
Treasury Stock Issued
  (Note 7)                                                         (8,041)                   3,392   13,341     5,300
Purchased Treasury Stock                                                                     (40)    (50)       (50)
Sold to 401(k) (Note 7)                      80,000      4,000     46,000                                       50,000
Directors' Fees (Note 5)                     100,000     5,000     132,500                                      137,500
Services Performed                           35,196      1,760     70,832                                       72,592
Net Loss                                                 0                     (296,992)                        (296,992)

Balance at March 31,     ---------  -------  ----------  --------  ----------  -----------  -------  --------  -----------
  1994                   600,000    600      1,417,456   70,873    4,924,462   (558,490)    (51,175) (201,165) 4,236,280
                          
Bio-Sphere Asset Purchase
  (Note 13)              125,000    125                            62,375                                      62,500
Directors' Fees & Services
  (Note 5)                                   450,003     22,500    466,947                                     489,447
Treasury Stock Issued
  (Note 7)                                                                     (166,341)    5,189    177,638   11,297
Net Loss                                                 0                     (1,826,551)                     (1,826,551)
                           
Balance at March 31,     ---------- -------  ----------  --------  ----------  -----------  -------  --------  -----------
  1995                   725,000    725      1,867,459   93,373    5,287,443   (2,385,041)  (5,986)  (23,527)  2,972,973

Bio-Sphere Shares
  Canceled in Connection
  with Asset Purchase
  Cancellation           (125,000)  (125)                                                                      (125)
Canceled Sterling Travel
Purchase                                                            (30,788)   (4,819)                         (35,607)
24.5% Interest Victory
  Village Limited
  Partnership                                1,200,000   60,000    240,000                                     300,000
Exchanged Preferred $.001
  Shares For Preferred
  $.50 Redeemable Shares (600,000)  (600)                                                                      (600)
Issue Preferred $.50
  Redeemable Shares      4,200,000  4,200                          (3,476)                                     726
S-8 Shares Issued        200,000    200      3,372,830   168,642   933,920                                     1,102,762
Rosenbaum Shares Canceled                    (30,000)    (1,500)   (21,000)                                    (22,500)
Issued to 401-K                              1,506       75        (19,856)                 5,986    23,527    3,745
Stock Options Exercised                      600,000     30,000    150,000                                     180,000
Exchanged for 100%
  Interest in:
  Mid-Nevada Art, Inc.   4,016,734  4,017    2,886,667   144,333   1,213,124                                   1,361,474
  Basia Holding, Inc.    1,797,385  1,797    2,309,333   115,467   682,736                                     800,000
  Oil and Gas Interest   2,848,922  2,849    3,464,000   173,200   1,055,201                                   1,231,250
Expenses of Exchange
  Agreement                                                        (171,750)                                   (171,750)
Net Loss                                                 0                     (1,283,313)                     (1,283,313)

Balance at March 31,     ---------- -------  ----------  --------  ----------  -----------  -------  --------  -----------
  1996                   13,063,041 $13,063  15,671,795  $783,590  $9,315,554  $(3,673,173) 0        $0        $6,439,035
                         ========== =======  ==========  ========  ==========  ===========  ======== ========  ===========
</TABLE>

The saccompanying notes are an integral part of the
consolidated financial statements.
F-7
<PAGE>
C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
For The Years Ended March 31, 1996, 1995, and 1994

                                  1996          1995          1994
Cash Flows From Operating
  Activities
  Net (Loss)                      $(1,283,313)  $(1,826,551)  $(296,992)

Adjustments to Reconcile
  Net (Loss) to Net Cash 
  Used in Operating
  Activities
  Depreciation                         22,530        13,805       7,240
  Amortization                          9,500         1,276         957
  Depletion                                           1,050       3,940
  (Gain) Loss on Sale of
    Marketable Securities              34,996        46,503     (63,260)
  Gain (Loss) on Investments           56,206                   (21,055)
  Treasury Stock Issued for
    401(k) contribution                23,527        11,298       5,300
  Loss on Write Off of Assets                        62,500
  Common Stock Issued for
     Professional Fees &
     Directors Fees                 1,102,762       489,447     210,092
  Bad Debt Expense                                   39,153

  Changes in Assets and
    Liabilities
     (Increase) in Restricted
       Cash                           500,000    (1,000,000)
     (Increase) in Accounts
       Receivable                    (538,405)      (15,860)    (43,001)
     (Increase)Decrease in
       Inventory                          278       (80,069)     83,617
     (Increase)Decrease in
       Current Assets                  39,361       (93,062)     47,961
     Decrease in Other Assets                                    44,027
     Increase(Decrease) in
       Accounts Payable               259,024         7,892    (103,173)
     Bank Overdraft                    29,411
     Increase in Payroll Taxes        119,422
     Increase in Accrued
       Liabilities                     62,568       335,021      25,182
                                  -----------   -----------   ---------
  Total Adjustments                 1,721,180      (181,046)    197,827
                                  -----------   -----------   ---------
     Net Cash Provided by
       Operating Activities           437,167    (2,007,597)    (99,165)
                                  -----------   -----------   ---------
Cash Flows From Investing
  Activities
  Purchase of Investment Land        (514,266)     (316,104)   (929,058)
  Cost of Land Sold                 1,091,980
  Proceeds from Sale of Assets         70,000                   650,000
  Capital Expenditures                 (4,389)      (65,641)    (12,671)
  Payments Received on Notes
    Receivable                         14,547                     9,211
  Proceeds from Sales of
    Marketable Securities              34,996         4,884

The accompanying notes are an integral part of the
consolidated financial statements.
F-8
<PAGE>
C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont'd)
FOR THE YEARS ENDED MARCH 31, 1996, 1995, AND 1994

                                  1996          1995          1994
                                                               
  Investment - LTD Partnership       (300,000)
  Patent Expenditures                  (3,548)       (9,328)     (12,947)
  Note Receivable - Related
    Party                          (1,426,554)            0            0
  Net Cash Used in Investing      -----------   -----------   ----------
     Activities                    (1,037,234)     (386,189)    (295,465)

Cash Flows From Financing
  Activities
  Proceeds from Sale of Common
    Stock (Net)                        49,906
  Principal Payments on Debt         (635,000)                  (113,251)
  Proceeds From Notes Payable       1,160,283     1,101,351    1,800,000
                                  -----------   -----------   ----------
  Net Cash Provided By Financing
     Activities                       575,189     1,101,351    1,686,749
                                  -----------   -----------   ----------
Net Increase (Decrease) in Cash
  and Cash Equivalents                (24,178)   (1,292,435)   1,292,119
Cash and Cash Equivalents at
  Beginning of Year                    27,454     1,319,889       27,770
                                  -----------   -----------   ----------
Cash and Cash Equivalents at
  End of Year                     $     3,276   $    27,454   $1,319,889
                                  ===========   ===========   ==========
Supplemental Disclosures of Cash
  Flow Information

Cash Paid During the Year For
  Interest                        $   467,358   $   255,739   $   18,856
                                  ===========   ===========   ==========
  Income Taxes                    $       200   $       200   $      200
                                  ===========   ===========   ==========

Supplemental Schedule of Non-Cash Investing and Financing Activities

  The Company had four options to exchange 85,989 shares per option of  Utah 
Resources International, Inc. (URI) stock for 8.9 acres of land per option.  
The Company exercised the first option in 1990 and the second in 1991.  The 
land received was recorded at $157,016 for each option.  The third option was
exercised in 1992 and the land received was recorded at $222,441.  One-half 
of the fourth option was exercised in 1993 and the land received was recorded
at $111,220.  The last half of the fourth option was exercised in 1994 and 
the land received was recorded at $111,220.  All land received was recorded 
at cost.

  During 1996, 1995 and 1994, the Company issued 5,985, 45,189 and 3,392 
shares of treasury stock valued at $23,527, $11,298 and $5,300, respectively,
as a contribution to the retirement plan.  No shares were contributed
to the retirement plan in 1993. (See Note 7)


                                  
The accompanying notes are an integral part of the
consolidated financial statements.

F-9
<PAGE>
C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH  H FLOWS (CONT'D)
FOR THE YEARS ENDED MARCH 31, 1996, 1995, AND 1994

Supplemental Schedule of Non-Cash Investing and financing Activities

During 1994, the Company issued 600,000 shares of preferred stock at $4.00 
er share ($2,400,000) as additional value for the unimproved land purchased 
in Las Vegas, Nevada. During 1996, the Company converted the 600,000 shares 
of $4.00 preferred stock into 4,200,000 shares of new series "B" 
non-converting preferred stock with a par value of $.001 per share with a 
redemption value of $.50 per share, that has attached to the issue one
vote of common per share, equal in value to one vote of common stock and each
share shall pay a cumulative preferred dividend of 10% per year. All of the 
4,200,000 shares of new Series B preferred stock shall be
redeemed by the corporation issuing same four years from October 12, 1995.

      In fiscal 1996, the remaining investment Logos International, Inc. was 
sold for $34,996. In fiscal 1994, the investment in Logos International, Inc.
was written down to its market value resulting in a loss of $625,960. (See
Note 3) 

      During 1995, the Company purchased 100% of Sterling Travel with net 
assets valued at $30,788 through incurring accrued expenses of $30,788.  
During 1996, the Company rescinded the purchase agreement with Sterling 
Travel for nonperformance on the agreement. (See Note 12)

     During 1995, the Company issued 125,000 shares of preferred stock to 
Bio-Sphere Technology valued at $62,500 for medical technology. (See Notes 8 
and 12). During 1996, the Company agreed to cancel the agreement with 
Biosphere Technology, and accordingly, cancel the preferred shares issued.

     In fiscal 1996, the Company issued 3,972,830 shares of common stock on 
Form S-8 for directors' fees and professional services. In fiscal 1995, the 
Company issued 449,974 shares of common stock on Form S-8 for
directors' fees and professional services.  In 1994, 135,196 shares were 
issued for these services.  The shares were valued at $1,102,762, $489,447 
and $210,092 respectively. 

  On March 28, 1996, the Company issued 8,660,000 shares of common stock and 
8,663,041 shares of preferred stock in exchange for 100% of the common stock 
of Mid-Nevada Art, Inc., 100% of the common stock of Basia Holding, Inc. and 
100% interest in oil and gas leases. The shares were valued at $1,361,474, 
$800,000 and $1,231,250 respectively.

The accompanying notes are an integral part of the
consolidated financial statements.

F-10
<PAGE>
C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996, 1995, AND 1994          


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

  Business and Principals of Consolidation

  The consolidated financial statements include the accounts of C.E.C. 
  Industries Corp. (the Company) and its subsidiaries, Custom Environmental 
  International, Inc. ("CEI") (80% owned - the reduction in ownership of CEI 
  from 90% was due to the issuance of additional shares of common stock to 
  employees in lieu of salaries), Plata Oro (57% owned), Moonridge 
  Development Corp.(100% owned), Sterling Travel (100% owned), Microsphere 
  Technology (100% owned), Islet Transplant Technology (100% owned), 
  Mid-Nevada Art, Inc. and Basia Holding, Inc.  During the fiscal year 1996, 
  Sterling Travel (100%) purchase was canceled do to non performance by 
  Sterling Travel.  No operating results of Sterling Travel are presented for
  the fiscal year 1996.  During the fiscal year 1996, Microshpere Technology 
  (100%) and Islet Transplant Technology (100 %) operations were 
  discontinued. All material intercompany transactions have been eliminated.

  C.E.C. Industries Corp.  Develops undeveloped real estate for resale.  
  Custom Environmental International, Inc. is developing and marketing a 
  carbon regeneration furnace.  Plata Oro is involved in minerals exploration
  but has been inactive for several years. Moonridge Development Corp. 
  develops unimproved land in Las Vegas, Nevada.  Sterling Travel Is a travel
  agency in Boca Raton, Florida. Microsphere Technology and Islet Transplant 
  Technology are engaged in research and development of medical technology. 
  Mid-Nevada Art, Inc. purchases artworks for lease and rental. Basia 
  Holding, Inc. owns approximately 9,000 unencumbered acres
  of land and approximately 52,000,000 tons of coal reserves. (See Note 12)

  Revenue Recognition
     
  The Company's undeveloped land is carried at cost.  Prior to 1996, if the 
  land was sold, the Company recognized gain or loss on the difference 
  between the carrying value and the sales price, using the full accrual 
  method of accounting. There were no land sales in years ended 1995 or 1994.
  During the year 1996, the Company determined that it would develop its
  undeveloped land, and accordingly, would recognize revenue on sales of land
  as the partials are further developed and sold.  Land sales are recognized 
  as revenue at the time that title or all rights of ownership passes to the 
  buyer.  Land sales amounted to $1,200,000 for the year ended 1996.
     
  Royalty revenues are recorded as received from oil and gas leasehold 
  interests and retaining overriding royalty rights.  During the year ended 
  1996 all oil and gas rights were sold.  The Company is not involved in 
  mining or extraction of coal, oil or gas, and accordingly, no revenues
  are generated therefrom.

P-11
<PAGE>

C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996, 1995, AND 1994          


  Revenues from travel consultants are recognized as commissions earned from 
  bookings of travel reservations net of ticketing costs and from affiliation
  fees.  Revenue form travel consultants occurred only during the year 1995.

  Lease and rental income from artworks are recorded as received.  During the
  year 1996 there was no lease and rental income received.  Sales of artworks
  is be recorded net of it recorded cost as gain or sale on investments.  
  There were no sales during the year ended 1996.    

  Revenue from fixed-price contracts are recognized on the percentage of 
  completion method, measured by the percentage of cost incurred to date to 
  estimated costs for each contract, by management monthly and approved by 
  the engineer, architect and owner.  An asset, "Costs and estimated earnings
  in excess of billings on uncompleted contracts" represents  revenues
  recognized in excess of amounts billed and are recognized on the balance 
  sheet.  Costs and estimated earnings in excess of billings on uncompleted 
  contracts in the amount of $44,200 are included in balance sheet under 
  accounts receivable.

  Property and Equipment

  Expenditures that increase asset lives are capitalized at cost. Normal 
  maintenance and repairs are expended as incurred.  The cost and accumulated
  depreciation of assets retired or disposed are removed from the accounts 
  and any resulting gain or loss is included in the consolidated
  statements of operations.  Depreciation is reported on a straight-line 
  basis over the estimated useful lives on the assets which range from 3 to 7
  years.

                 Office Equipment                   5 to 7 Years
                 Automobiles                        3 Years

  Inventory

  Inventory is valued at the lower of cost (determined on a first-in 
  first-out basis) or market.

  Patents

  Costs incurred in connection with obtaining patents are capitalized and 
  amortized on a straight-line basis over 17 years from the date of issuance 
  of such patent.

  Long-Lived Assets

  The Company's long-lived assets consist of patents, that are being 
  amortized over the estimated useful lives of the patents, but not longer 
  than 17 years.  The current value of patents, net of amortization, is equal
  to its current book value.  Artworks are recorded at cost.  The artworks are
  appraised annually and the current appraisal is equal to ro exceeds costs.

P-12
<PAGE>

C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996, 1995, AND 1994          


  Undeveloped Land

  Undeveloped land is recorded at its cost of acquisition.  The portion that 
  was purchased in exchange for preferred stock was recorded at the appraisal
  price of the real estate.

  Earnings (Loss) Per Common Share

  Earnings (Loss) per common share is computed based on the weighted average 
  number of common shares and common share equivalents outstanding.  Stock 
  options are included as common share equivalents using the treasury stock 
  method except for 1995 and 1994 when they were antidilutive.

  The number of shares used in computing earnings (loss) per common share was
  17,530,795 in 1996, 1,502,648 in 1995, and 1,543,684 in 1994.

  Cash Equivalents

  For purposes of the consolidated statement of cash flows, the Company 
  considers all highly liquid debt instrument purchased with an original 
  maturity of three months or less to be cash equivalents.

  Presentation

  Certain accounts from prior years have been reclassified to conform with 
  the current year's presentation.

  Pending Accounting Pronouncements

  It is anticipated that current pending accounting pronouncements will not 
  have an adverse impact on the financial statements of the Company.


NOTE 2 - INVENTORY

  Inventory consists of manufactured finished goods held for sale.


NOTE 3 - INVESTMENTS - MARKETABLE SECURITIES

  Investment in Equity Securities - Logos International, Inc.

  In fiscal year 1992 the Company acquired 776,857 shares of common stock of 
  Associated Trades, Inc. (ATI) valued at $.875 per share (the market value 
  of the Company's stock), or $679,750.  The shares were acquired in exchange
  for a building, Company stock, and majority interest in GLI Industries, 
  Inc.  Effective April 1, 1992, ATI was merged into Logos International, 
  Inc. (Logos), and after two reverse stock splits and additional shares 
  being issued, the Company's shares were reduced to 430,320 shares.

F-13
<PAGE>

C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996, 1995, AND 1994          


  On October 28, 1991, C.E.C. entered into an Agreement to Purchase with 
  Oxford House, Inc., a Utah corporation and a wholly-owned subsidiary of 
  Associated Trades, Inc., by which C.E.C. sold all of it's right, title, and
  interest in the real property and building in which C.E.C.'s offices
  were located, for a total purchase price of $786,478.  The purchase price 
  by Oxford House, Inc. included it's assumption of the outstanding mortgage 
  of the property in the amount of $719,229 and 76,857 shares of  the common 
  sock of ATI, valued by C.E.C. at $67,250.  The ATI stock was subsequently 
  exchanged for Logos stock.

  In connection with the Agreement, C.E.C. and ATI entered into an Exchange 
  Agreement by which the companies exchanged 500,000 shares of one another's 
  common stock.  C.E.C. has valued the shares of common stock received in the
  transaction at $.875 per share (the bid price of C.E.C.'s common stock on 
  the date of the exchange), for a total value of $437,500.  The ATI
  stock as subsequently exchanged for Logos stock.

  Pursuant to a Reorganization Agreement dated as of December 1, 1991, C.E.C. 
  sold 18,000,000 shares of its subsidiary's common stock, GLI Industries, 
  Inc., to ATI.  This represented 90% of the total outstanding common stock 
  of GLI. In return C.E.C. received 200,000 shares of the common stock of 
  ATI, and was entitled to a royalty on gross sales of GLI products of two and
  one-half percent (2.5%).  The ATI stock was subsequently exchanged for 
  Logos stock.

  Logos was incorporated November 6, 1981, under the laws of the State of 
  Nevada and acquired several companies in printing and publishing, arts and 
  framing, automotive and towing services, aerospace, and real estate.  The 
  market price of Logos stock dropped from a bid of $10.00 per share at 
  September 18, 1992 and $5.00 bid per share at June 1, 1993, to $.125 per 
  share at March 31, 1994 and $.25 at March 31, 1995. 

  Management believes the drop in value is permanent and is due to the 
  inability of Logos' management to supply adequate funding or provide 
  management of it's newly acquired companies.  Management has thereby 
  elected to write off its investment in Logos to its current market value. 
  The transaction resulted in a loss of $625,960 in 1994, and a further loss 
  of $46,305 in 1995.  The remainder of 10,420 shares is $2,605. During the 
  fiscal year 1996 all the remaining shares were sold for $34,996.


NOTE 4 - INCOME TAXES

The provision or benefit for income taxes is based on pretax loss reported in
the consolidated financial statements.  The tax effect of temporary 
differences generating Federal income tax is summarized as follows:

F-14
<PAGE>

C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES
                                    
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996, 1995, AND 1994


                                          1996           1995        1994

  Tax Benefit at Statutory Rate           $  1,250,413   $ 639,293   $ 103,891
  Surtax Amount                                (35,636)    (18,266)     (2,968)
  Valuation Allowance for Benefit of Net 
       Operating Loss Carry forward Not 
       Recognized And Other Items.          (1,214,777)   (621,027)   (100,923)
                                           -----------   ---------   ---------
  Total                                    $        -0-  $      -0-  $      -0-
                                           ===========   =========   =========

  A reconciliation of the Federal statutory income tax rate to the effective 
  income tax rate based on income tax follows:

                                                 1996    1995    1994
                                                              
  Statutory Rate                                 35%     35%     35%
  Surtax Amount                                  (1)     (1)     (1)
  Decrease in Tax Rate Resulting From:
       Net Operating Loss Limitation and Other   (34)    (34)    (34)
                                                 ---     ---     ---
                                                   0%      0%      0%
                                                 ===     ===     ===
  The tax net operating loss carry forward at March 31, 1994, 1995, and 1996 
  was approximately $272,425, $1,990,171 and $3,273,484 respectively, 
  expiring through 2011.  The valuation allowance has increased to $621,027 
  from March 31, 1994 to March 31, 1995, and has increased to $1,214,777 from
  March 31, 1995 to March 31, 1996. 

  The temporary differences and tax carry forwards which created deferred tax
  assets and liabilities at March 31, 1996 are detailed below:

       Deferred Tax Assets:
            Write down of Assets                    $    249,820
            Net Operating Loss                         1,959,719
       Total Deferred Tax Assets                       2,209,791
       Valuation Allowance                            (2,209,791)
                                                    ------------
       Net Deferred Tax Asset                       $         -0-
                                                    ============

NOTE 5 - RELATED PARTIES

  During the year 1996, George Matthews, the former President of the Company 
  and current President of CEI received 131,000 shares of common stock, 
  pursuant to and employment contract, in lieu of paid salary in the amount 
  of $65,500.  During fiscal 1995, George Matthews, the former President of 
  the Company and current President of CEI borrowed $50,000 from the Company,
  whose loan was paid off during the same fiscal year. George Matthews 
  received in fiscal 1996, pursuant to an employment contract a stock bonus 
  of 262,000 shares of Rule 144 stock valued at $91,000 and accrued at March 
  31, 1995.  In fiscal 1995, Mr. Matthews also received a $50,000 cash bonus.

F-15
<PAGE>
C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996, 1995, AND 1994          


  Directors of the Company received S-8 stock issued as director 
  compensation, 2,500 shares per quarter, per director.

  The President, Secretary, and Treasurer of the Company receive a monthly 
  salary of $8,333 per month, which, in the event of a lack of cash available
  for the payment of such sums, accrues, and or is paid pursuant to the 
  issuance of S-8 stock.  As of March 31,1996 and 1995, $125,788 and $151,670 
  is accrued for such salaries.

  Prior to the company's acquisition of Sterling Travel, Laurie Doll, the 
  President, and at the time, sole shareholder of Sterling Travel, borrowed 
  at different times, money from Sterling Travel, which sums totaled  $14,547
  as of March 31, 1995. During the fiscal year 1996, the purchase agreement 
  with Sterling Travel was canceled due to non performance by Sterling Travel.

  On November 14, 1995, the Company sold 80.5 acres of land in St. George, 
  Utah to DSM Golf Enterprises, Inc. and its agent Charles McHaffie in 
  exchange for a not in the amount of $1,200,000 that is due November 14, 
  1999, with interest payable at 10% per annum.  The not is collateralized by
  2,100,000 preferred shares of the Company's preferred $.001 par value stock,
  redeemable at $.50 per share.

  During 1996, the Company exchanged option on 600,000 shares of its common 
  stock at $.30 or $180,000, for notes in the amounts of $90,000 each to 
  Donald Stoecklein and Ronald Stoecklein.  The notes are due in one year 
  with interest payable at 6% per annum.

  Accrued interest - related parties represents accrued interest on notes 
  receivable at March 31, 1996 in the amount of $46,554.

  Notes payable - related parties represents loans from DSM Golf Enterprises,
  Inc. in the amount of $52,000, Charles McHaffie in the amount of $27,100, 
  and Victory Village Ltd. III in the mount of $120,700 for general overhead.
  All of the notes are no interest demand notes.  The note in the amount of 
  $382,310 is payable to O.T.S. Holdings, Inc.  and is a demand note with
  interest payable at 8% per annum.  The not was assumed in connection with 
  the acquisition on March 31, 1996 of Mid-Nevada Art, Inc., Basia Holding, 
  Inc.  and 100% interest in oil and gas leases.


NOTE 6 - STOCK OPTIONS

  The Company has issued stock options to various directors, officers and 
  employees.  The option prices are based on the fair market value of the 
  stock at the date of grant.  The Company makes no charge to operations in 
  relation to option grants.

  The Company's stock option transactions for the years ended March 31, 1996,
  1995, and 1994 are summarized as follows:

                                
                                
                                
F-16
<PAGE>

C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996, 1995, AND 1994          


                                          Number of      Option
                                          Shares         Price  
Options Outstanding and Exercisable
     at March 31, 1993                        35,000     $1.25-12.50
Options Canceled in 1994                      (5,000)           5.00
Options Granted in 1994                    1,200,000            1.375 
Options Outstanding and Exercisable       ----------
     at March 31, 1994                     1,230,000      1.25-12.50
Options Canceled in 1995                      (5,000)          12.50
Options Outstanding and Exercisable       ----------
     at March 31, 1995                     1,225,000      1.25-12.50
Options granted in 1996                    4,900,000         .20-.50
Options exercised in 1996                   (600,000)           5.00
Options Outstanding and Exercisable       ----------
     at March 31, 1996                    $5,525,000        .50-5.00


NOTE 7 - RETIREMENT PLAN

  The Company has established a qualified plan under Section 401(k) of the 
  Internal Revenue Code as a retirement plan for all employees who elect to 
  participate.  The Plan allows the Company to contribute up to 100% of the 
  employees' contributions (limited to 10% of the employees' annual salary) 
  to the retirement plan.  The Plan's fiscal year is July 1 to June 30. 
  During 1995 and 1994, the Company issued 22,595 and 3,392 shares of 
  treasury stock valued $5,649 and $5,300, respectively, as a matching 
  contribution to the retirement plan.  No contributions were made in 1993.  
  The Company's expense relating to this plan for the years ended March 31, 
  1995 and 1994 was $5,649 and $5,300, respectively.  All contributions and
  expenses relating to the plan were paid in treasury stock.  Also in 1995 t
  he Company issued 22,595 shares of treasury stock valued at $5,649 as 
  employee compensation. During the year 1996, the 401-K plan was canceled 
  and 100% distribution was made to all employees.


NOTE 8 - COMMITMENTS & CONTINGENCIES

  The Company's subsidiary, Custom Environmental International ("CEI"), filed
  suit in the United States District Court for the Central Division of Utah, 
  Custom Environmental International, a Utah corporation, Plaintiff vs. 
  Lockheed-Haggerty Engineering & Manufacturing Co., Ltd., a Canadian 
  corporation, Defendant, Case No. 2:95CV0153B, in which CEI is claiming an
  infringement of CEI's patent.  The Defendant has responded to the complaint
  by (I) requesting and extension of time to file a responsive pleading and 
  (ii) making an offer of settlement which has been rejected.

  The Company executed a contract for the acquisition of certain medical 
  technology from Bio-Sphere Technology in April of 1994, and subsequently 
  entered into a distribution agreement 

F-17
<PAGE>
C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996, 1995, AND 1994          

  with an unrelated company.   Bio-Sphere, in January of 1995, attempted to 
  rescind the agreement of April 1994. The Company, during the year 1996 
  agreed to rescind the contract and cancel the preferred shares issued in 
  connection therewith.

  Fernando Aldecoa, et. al. v. Softpoint, Inc., United States District Court,
  Southern District of California, Case Number 951654H(LSP).  An action 
  brought by shareholders of another public company wherein C.E.C. Industries
  Corp. is alleged to be an alter ego of the other public company.  
  Independent counsel for the Company, selected by the Company's insurance
  company, is handling the litigation, which is not anticipated to result in 
  a judgment against the Company.

  The Walter Company v. McHaffie, et. al., Superior Court of the State of 
  California for the County of Los Angeles, Case Number BC 135322.  An action 
  brought by the owners of real property alleging improper title, wherein 
  C.E.C. Industries Corp. is a limited partner.  The real property relates to
  the underlying land for the development and construction of the 320 unit
  apartment project which was financed by HUD, whose title report provided 
  proper title to the limited partnership who owns the real property.  
  Counsel for the Company is of the opinion that the Company's status as a 
  limited partner should be up-held and thus the Company should avoid
  any liability under the lawsuit.

  As of the date hereof, the Company is not aware of any other material legal
  proceedings, pending or contemplated, to which the Company is, or would be,
  a party of which any of its property is, or would be the subject.

  The Company leases office space, certain office equipment and storage 
  space.  C.E.C. rents 1,869 sq. ft. of office space and 1,310 sq. ft. of 
  warehouse space for CEI at 350 West 300 South, Salt Lake City, Utah 84101, 
  these leases expired May 31, 1996 and are continuing to be leased on a 
  month to month basis. 2,622 sq.ft. of office space for its executive 
  offices at 23 Cactus Garden Drive, F-60, Green Valley, Nevada, this is a 
  three  year lease which expires June 30, 1997; and 2,999 sq. ft. of office 
  space for Sterling Travel at 2200 N.W., Suite 220, Boca Raton, Florida, 
  this is a three year lease which expires July 31, 1997.  Lease expense for 
  the years ended March 31, 1996, March 31, 1995, and March 31, 1994 was 
  $65,523, $42,030, and $8,615 respectively.  Future minimum lease 
  obligations are as follows:

       Fiscal Year Ended March 31, 1997             $   55,080
       Fiscal Year Ended March 31, 1998                 34,608
       Fiscal Year Ended March 31, 1999                  3,410

F-18
<PAGE>

C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996, 1995, AND 1994

NOTE 9 - SEGMENT INFORMATION AND MAJOR CUSTOMERS
<TABLE>
<CAPTION>
  Segment Information for Fiscal 1996
     
                        CEC            Moonridge       CEI
                        Real estate    Apartment       Oil
                        Development    Construction    Royalties    Other        Total
<S>                     <C>            <C>             <C>          <C>          <C>                    
Revenues                $ 1,263,854    $1,187,207      $  13,191   $        0    $ 2,534,252

Income/Loss                (788,374)     (312,509)      (335,507)           0     (1,621,359)

Identifiable Assets       7,157,395      1,115,223       295,613    2,545,520     11,115,648

Depreciation                  9,049          6,214         7,267            0     22,530

<CAPTION>
  Segment Information for Fiscal 1995
<S>                     <C>            <C>             <C>          <C>          <C>
Revenues                $    19,105    $        0      $   3,173    $  65,223    $    87,501

Income/Loss              (1,717,924)      (17,170)       (96,276)       4,819     (1,826,551)

Identifiable Assets       2,197,457     3,772,280         305,957      49,289      6,274,983

Depreciation                  4,261         2,036           8,450          58         13,805
</TABLE>

   Major Customers           Year Ended  Year Ended  Year Ended
                             March 31,   March 31,   March 31,
                             1996        1995        1994

Customer A                   47%         None        38%

Customer B                   47%         None        47%
 
Customer D                   None        None        None

  Revenue from Customer A represents a single land sale.  It is anticipated 
  that revenues earned in the coming year will be to several customers.  If 
  no sales are generated during the coming year the only expense to the 
  Company would be property taxes and interest expense of approximately
  $300,000 on the note that financed the acquisition and development of the 
  land.  Revenues from Customer B represents a single construction contract.
  However, the contract is a percentage-of-completion contract and will 
  continue to be completed during the year 1997.


NOTE 10 - REVERSE STOCK SPLIT

  On September 30, 1992, the Company consummated a 1:10 reverse stock split.
  The reverse stock split also reduced the outstanding stock options on the 
  same basis of 1:10.

F-19
<PAGE>
C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996, 1995, AND 1994


NOTE 11 - NOTES PAYABLE & LINES OF CREDIT

  On February 4, 1994, the Company purchased approximately 23.91 acres of  
  undeveloped land in Las Vegas, Nevada, for $3,327,158 which included three 
  separate parcels; 15.24 acres, 1.39 acres, and 7.28 acres.  At the same  
  time, the Company borrowed $1,800,000 utilizing the approximate 23.91 acres
  as collateral for the loan, to meet the down payment, closing costs of
  $904,692, and providing a balance for development proceeds.  As additional 
  consideration, the Company issued 600,000 shares of preferred stock (Note 
  12).   The note for $1,800,000 was initially due on February 4, 1995, 
  however, it was subsequently extended to February 4, 1996 after payment of 
  extension fees and late fees of $50,000 in fiscal 1995, with an additional
  $100,000 being added to principal in fiscal 1996.  Further, pursuant to the
  terms of the note, the Company is obligated to pay principal payments of 
  $150,000 per month until a total of $800,000 is paid as principal reduction
  on the total loan amount. The note further provides that in the event
  that payments are not paid when due, the Company incurs a late charge of 
  10%.   An additional extension fee was added to the principal during 1996 
  as part of the agreement to renew the note.  The Company continues to be 
  delinquent in its agree payment schedule as March, 1996.  The annual 
  interest is 12.5% and is payable monthly.

  On March 31, 1995, the Company executed a construction loan agreement for 
  $3,000,000 with Bank of America, which loan is  collateralized by 7.28 
  acres of property owned by the Company.  The proceeds of the loan are being
  utilized for the construction of a mini-storage project. At year end there 
  was a balance due of $41,351 due to bank fees.  The principal balance of the
  mini-storage loan bears interest at the per annum rate of interest publicly
  announced from time to time by Bank of America National Trust and Savings 
  Association in San Francisco, California, plus one and one-half percentage 
  (1.5%) points.  The mini-storage loan converts from a construction loan to 
  a permanent loan upon completion of construction and upon reaching certain
  debt coverage ratio requirements.  In the event the company does not meet 
  the debt coverage ratio, the  Bank of America may elect, in its sole 
  discretion, to either refuse to convert the loan indebtedness to permanent 
  loan indebtedness, or to permit the conversion of such lesser amount
  of the loan as will cause the debt coverage ratio to comply with the 
  minimum debt coverage ratio.  As of March 31, 1996, the loan is in default.
  The Compay is in the process of negotiating a solution with the bank.

  On April 20, 1994, The Company purchased approximately 2.20 acres of  
  undeveloped land in Las Vegas, Nevada for $200,000.  The Company paid 
  $100,000 cash and the seller carried a note for $100,000 with interest in 
  the amount of 8%,  collateralized by the 2.20 acres, principal and interest
  all being due by April 20, 1995. On June 28, 1995, the Company paid the 
  $100,000 note in full and borrowed $150,000 with interest in the amount of 
  14%, collateralized by the 2.20 acres, principal and interest all being due
  June 28, 1996. The note was renewed during June, 1996.
         
F-20
<PAGE>

C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996, 1995, AND 1994
    

  The Company, during fiscal year 1995, executed an agreement with Pioneer 
  Citizens Bank for an initial line of credit for $500,000 with a 
  compensating balance in the form of a certificate of deposit.  As of  March
  31, 1995, the Pioneer Citizens Bank line of credit was increased to
  $1,000,000 with a compensating balance in the form of certificates of 
  deposit in the sum of $1,000,000. Interest on the line of credit is 4.5% 
  per annum. The Company has drawn $825,000 down on the line of credit as of 
  March 31, 1995. During the fiscal year 1996 the Company drew down the 
  balance of the $1,000,000 line of credit. During February, 1996, the 
  Company paid down the line of credit $500,000. The balance of the line of 
  credit was paid off in May, 1996.

  During the fourth quarter of fiscal 1995, the Company, through its wholly 
  owned subsidiary, borrowed $35,000 from IGLLC, an affiliate party, which 
  loan was utilized for the financing of the acquisition of a new GMC 
  Suburban vehicle utilized by the President of Moonridge.  This note is 
  evidenced by a demand note bearing interest at the rate of 10%. During the 
  fiscal year, 1996, the note was assumed by DSM Golf Enterprises, Inc. under 
  the same terms and conditions.

  As part of the acquisition on March 28, 1996, of Mid-Nevada Art, Inc., 
  Basia Holding, Inc. and 100% interest in oil and gas leases, the Company 
  assumed a note payable to O.T.S. Holdings, Inc. in the amount of $382,311.
  The note is payable on demand and includes interest payable at the rate of 
  8% per annum.


NOTE 12 - ACCRUED LIABILITIES - OTHER

  The following is a summary of accrued liabilities - other at March 31, 1996
  and 1995:

                                       1996      1995

        Accrued Interest               $249,816  $  30,325
        Unearned Rentals                 23,535     46,910
                                       --------  ---------
        Other Accrued Expenses          $303,351  $107,235


NOTE 13- PREFERRED STOCK

  During 1994, the Company amended its Articles of Incorporation authorizing 
  100,000,000 shares of preferred stock at a par value of $.001 per share.
  On February 4, 1994, the Company issued 600,000 shares at $4.00 per share, 
  or $2,400,000 as additional consideration to purchase the unimproved land 
  in Las Vegas, Nevada (Note 11).  The issued shares are designated as series
  "A" preferred stock convertible, after two years (24 months), to common 
  stock at a guaranteed "bid" price of not less than $4.00 per share. In the 
  event said "bid" price is less than the stated $4.00 at the time in which 
  the shares are offered for conversion, additional common stock shares
  will be issued to satisfy any shortfall. The preferred shares are 
  non-voting.  In addition, C.E.C. Industries Corp. will have an option to 
  purchase 50% of said shares at a price of $8.00 per share.
                               
F-21
<PAGE>

C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996, 1995, AND 1994


  The option exercising period will be for 30 days following the two year 
  (24 month) period, but closing of the option will occur within 60 days from 
  the end of the two year period (24 months).  On October 12, 1995, the 
  Company entered into a conversion agreement that canceled the 600,000 
  shares of preferred stock at a par value of $.001 and issued 4,200,000 of 
  new series "B" preferred stock at a par value of $.001, with a redemption 
  value of $.50 per share, at the option of the Company,  which has attached 
  to the issue one vote   per share, equal in value to one vote of common 
  stock and shall pay a cumulative dividend of 10% per year.  Each preferred 
  share of Series "B" preferred stock shall have attached a warrant for 1/6 
  of a share of common stock which shall be exercisable prior to the four (4)
  year redemption period for a redemption price of $0.20 per share of common 
  stock.  If exercised by Holder these warrants will result in the issuance 
  of 700,000 shares of common stock for a price of $.20 per share or a total 
  price of $140,000.

  On April 22, 1994, the Company entered into an agreement with Bio-Sphere 
  Technology wherein the Company issued 125,000 shares of preferred stock 
  for certain medical technology.  The agreement called for the Company to 
  form two wholly owned subsidiaries, Microsphere Technology and Islet 
  Transplant Technology, for purposes of pursuing the development of the
  technology. Subsequent to the issuance of the preferred shares to 
  Bio-Sphere, the Company was notified of an attempted unilateral recision by
  Bio-Sphere of the agreement with C.E.C. (See Note 8).  As a result, the 
  Company wrote down its investment in the medical technology which
  amounted to $62,500. During 1996, the Company agreed to cancel the 
  agreement with Biosphere Technology, and accordingly, cancel the preferred 
  shares issued.

  On January 18, 1995, the Company entered into an agreement with Lauri Doll 
  Gladstone wherein the company, in exchange for 100% of the outstanding 
  common stock of Sterling Travel, agreed to issue 400,000 shares of 
  preferred non-voting stock, convertible to common stock at a price of $5 
  per share.  The shares are to issued pursuant to an earn-out provision.  At
  this time the preferred shares have not been issued to Lauri Doll 
  Gladstone. Results of operations from Sterling Travel have been accounted 
  for the period starting with March 1, 1995 and ending with fiscal year end 
  1995.  The acquisition was accounted for utilizing the purchase method of
  accounting. During  1996, the Company rescinded the purchase agreement with 
  Sterling Travel for nonperformance on the agreement. (See Note 12)

  On June 7, 1995, the Company acquired a 24.5% limited partnership interest 
  in Victory Villages Ltd. III that is constructing a 320 unit apartment 
  project generlly known as Victory Village, in exchange for 1,200,000 shares
  of rule 144 stock in the Company valued at $300,000.  The shares are 
  restricted for resale for a period of two years, and 720,000 of the shares 
  are subject to a voting agreement wherein the COmpany directors vote the 
  shares.  On June 10, 1995, an Amended and Restated Limited Partnership 
  Agreement of Victory Village Ltd. III Limited Paretnership was executed 
  with Moonridge Development Corp., a wholly owned subsidiary of the Company,
  in which Moonridge Development Corp. became the 24.5% Limited Partner.  (See
  Note 14.)


F-22
<PAGE>

C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996, 1995, AND 1994          


  On November 14, 1995, the Company sold 80.5 acres of land in St. George, 
  Utah in exchange for a not in the amount of $1,200,000 that is due November
  14, 1999, with interest payable at 10% per annum.  The not is 
  collateralized by 2,100,000 preferred shares of the Company's preferred
  $.001 par value stock, redemalble at $.50 per share.

  During 1995, the Company issued 449,974 shares of S-8 stock for director, 
  employee, and consulting fees. During 1996, the Company issued 3,372,830 
  shares of S-8 stock for director, employee, and consulting fees as follows:
  1,234,966 shares were issued as consulting fees; 500,000 S-8 shares were 
  options received by certain consultants; 300,000 shares of S-8 stock
  were R.V. Jones' options and were exercised  by the Company and given to 
  him as his construction fee for the Mission Valley Mini Storage project; 
  and the remainder of the S-8 stock was issued to directors, consultants, 
  and employees pursuant to the C.E.C. Industries Corp. 1995 Stock Award 
  Plan.  George Matthews received 262,000 shares (See Note 5).  Value of the 
  shares issued per the S-8 Registration was the bid price at the time of the
  issue, ranging from $.56 to $.94 per share.

  On  March 28, 1996, the Company issued 8,663,041 shares of voting preferred
  stock Series "A" par value $.001 and 8,660,000 shares of common stock par 
  value $.05 in exchange for 100% of the common stock of Mid-Nevada Art, 
  Inc., 100% of the common stock of Basia Holding, Inc., and 100% interest in
  oil and gas leases.  The shares were value at $1,361,474, $800,000 and
  $1,231,250, respectively.

  The transactions with Mid-Nevada Art, Inc., Basia Holding, Inc.  and the 
  interest in oil and gas leases were accounted for as a reverse acquisition.
  The fair value of the identifiable assets and liabilities were the same as 
  their book value.  The assets and liabilities of Mid-Nevada Art, Inc.,
  Basia Holding, Inc.  and the interest in oil and gas leases were included 
  in the consolidated financial statements as of the close of their fiscal 
  year ended December 31, 1995, and accordingly, did not affect the operating
  results of the Company for the year 1996.  Additionally, there were no 
  operating results during the period January through March, 1996.  There 
  were no contingent payments, option, or commitments specified in the 
  acquisition agreement.

F-23
<PAGE>

C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996, 1995, AND 1994          


NOTE 14 - SUBSEQUENT EVENTS

  On May 29, 1996, the Company entered into and completed a mutual release 
  and hold harmless agreement with the management of Moonridge Development 
  Corp.  And DSM Golf Enterprises, Inc., including Charles McHaffie, its 
  agent, wherein a 100% of the outstanding stock of Moonridge Development 
  Corp.  Was issued in exchange for a full release of any and all
  liabilities and the transfer of the 24.5% limited partnership interest in 
  Victory Village Associates, LTD. III to the Company.

  On June 15, 1996, the Company entered into a purchase agreement with Auto 
  Express, Inc. wherein the Company purchased 100% of the issued and 
  outstanding shares of Auto Express, Inc.  The agreement was completed on 
  June 28, 1996.  Auto Express, Inc. is involved in the business of 
  transporting vehicles acres the United States for major businesses as well as
  consumers.  The transaction will be accounted for as a purchase.

  On June 27, 1996, the Company entered into an Exchange Agreement with One 
  World Cards, Inc. & Bruce Perlowin, its President for 278 - $10,000 prepaid
  long distance calling cards at a rate of approximately $0.45 per minute or 
  better and an expiration date of five (5) years from the date for closing 
  in exchange for 18 original art works by Sky M. Jones with appraisal books and
  appraisals totaling $2,779,700 owned by the Company's wholly owned 
  subsidiary Mid-Nevada Art, Inc.

  On June 27, 1996, the Company entered into an Exchange Agreement with One 
  World Cards, Inc. & Bruce Perlowin, its President for 3 - $100,000 pre paid
  long distance calling cards at a rate of $0.45 per minute or better with
  no expiration date and 45 - $10,000 prepaid long distance calling cards at 
  a rate of approximately $0.45 per minute or better and an expiration date 
  of five (5) years from the date for closing in exchange for 12 original art
  works by Sky M. Jones with appraisal books and appraisals totaling $750,000
  owned by the Company's wholly owned subsidiary Mid-Nevada Art, Inc.    

F-24
C.E.C. INDUSTRIES CORP.
23 Cactus Garden Drive, F-60
Henderson, NV  89014
Telephone (702) 893-4747



NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
August 21, 1996




TO THE SHAREHOLDERS OF C.E.C. INDUSTRIES CORP.


        The  annual meeting of the shareholders of C.E.C. Industries Corp. 
will be held at the Company's executive offices, 23 Cactus Garden Drive, 
Suite F-60, Henderson, Nevada, on August 21,  1996, at 9:00 a.m. Pacific 
Daylight Time, for the following purposes.
     
        1.    To elect five directors to serve until the next annual meeting 
and  until  their successors  are  elected and qualified; and,

        2.    To  transact  any  other business that may  properly  come 
before  the meeting or any adjournment of the meeting.

        Shareholders of record at the close of business on June  21, 1996, 
are entitled to notice of and to vote at the meeting.   The Company's proxy 
statement  and  its  1996  annual  report   to shareholders
accompany this notice.

        All  shareholders  are  invited to  attend  the  meeting  in person.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON,
PLEASE SIGN THE ENCLOSED PROXY CARD AND RETURN IT AS SOON AS POSSIBLE.

By   Order  of  the  Board  of  Directors,


/s/Gerald H. Levine
Gerald H. Levine
Chief Executive Officer and President

June 26, 1996

P-1
<PAGE>

C.E.C. INDUSTRIES CORP.
23 Cactus Garden Drive, F-60
Henderson, NV  89014
Telephone (702) 893-4747



PROXY STATEMENT



For the Annual Meeting of Shareholders
to be held August 21, 1996

                               
MATTERS TO BE CONSIDERED

        This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of C.E.C. Industries Corp. (the  
"Company") of proxies for use at the annual meeting of the shareholders of 
the Company, or any adjournments  thereof.   The meeting  will  be  held  at the
Company's executive  offices,  23 Cactus Garden Drive, Suite F-60, Henderson,
Nevada, on August 21, 1996,  at 9:00 a.m. Pacific Daylight Time, to elect 
five directors to serve until the next annual meeting and until their 
successors are elected and qualified.

        Management knows of no other business that may properly come before 
the  meeting.  The above matter requires for its  approval the affirmative 
vote of  a majority of the shares represented at a meeting at which a quorum 
is present. 

SOLICITATION OF PROXIES

        Enclosed is a proxy card for use in voting shares of  Common Stock  
in  the  Company  by  proxy  at  the  annual  meeting   of shareholders.   
Unless otherwise indicated on the  proxy,  shares represented at the meeting 
by a properly executed proxy, received by  the Company in advance of the 
meeting, will be voted for each of  the  nominees for Director shown on the 
proxy card.  Where  a shareholder specifies on a proxy how the shares  
represented  by the proxy are to be voted, the shares will be voted in
accordance with  the  specifications made.  Any proxy given by a shareholder 
may be revoked by the shareholder at any time prior to its use by filing a 
written revocation with the Secretary of the Company,
by filing  a proxy, duly executed, with the Secretary of the Company bearing
 a later date, or by attending the meeting and voting  in person.   
Attendance at the meeting, in and of itself,  will  not constitute
revocation of a previously submitted proxy.

VOTING SECURITIES

        The  securities entitled to vote at the meeting consist of shares of
Common Stock of the Company, par value  $0.05.  Each share of Common Stock is
entitled to one vote.  Only shareholders of record at the close of business 
on June 21, 1996, are entitled to  notice  of  and  to vote at the  meeting
and any adjournment thereof.   The  number of outstanding shares at the close
of business on June 21, 1996, was 16,431,795 held by approximately 1,728 
shareholders.

        This Proxy Statement is being mailed to shareholders beginning July 
        8, 1996. 

P-2

<PAGE>
BENEFICIAL STOCK OWNERSHIP

        The  following table sets forth, as of June 21, 1996, Common Stock 
ownership of (1) the directors of the Company, (2) the only persons  known to
management to be the beneficial owners of more than five percent of the 
Common Stock of the Company, and (3) the Company's directors and officers as 
a group:


                                      Amount and                Options
                                       Nature of                or Other
Title of   Name  and Address           Beneficial   Percent     Beneficial
Class      of Beneficial Owner(1)      Ownership    of Class    Owners(2)(3)

                                                            
Common     Gerald H. Levine            0            0%        

Common     Marie A. Levine             0            0%

Common     Alvin B. Green              30,000       .0018%

Common     Janice E. Smith             0            0%

Common     Ralph Mann                  20,000       .0012%

Common     O.T.S. Holdings, Inc.       7,794,000    47%
           4535 W. Sahara
           Suite 105 13B
           Las Vegas, Nevada  89102

Common     DSM Golf Enterprises, Inc.  1,200,000    7%          720,000(proxy)
           1350 E. Flamingo Rd. #246
           Las Vegas, NV  89119

Common     Wire To Wire, Inc.          1,414,667    9%
           4535 W. Sahara
           Suite 105 13B
           Las Vegas, Nevada  89102

Common     Directors and Officers      50,000       .003%
           as a group (5 persons)




(1)     Addresses are furnished only for those beneficial owners of 5% or 
more of the Company's Common Stock.

(2)     All beneficial owners have sole voting and investment power over all 
of the shares they own, except as indicated in column five and these footnotes.

(3)     The  amounts in column three include the amounts in column five.




P-3
<PAGE>

ELECTION OF DIRECTORS

        Five  directors are to be elected to the Board of Directors for one  
year to serve until the 1997 annual meeting of shareholders and until their 
successors are elected and qualified.

        If  one  or  more of the nominees should at the time of the meeting  
be unable or unwilling to serve, the shareholders may vote for other nominees
and for  any  substitute  nominee or nominees designated  by  the Board of 
Directors.   None  of  the Directors knows of any reason why the five
nominees named would be unavailable to serve.  The following table sets forth
information regarding each nominee.

                    All Positions                                Years Served
                    and Offices                                  as Director
Name                With C.E.C.                           Age    Of the Company

                                                             
Gerald H. Levine    President, Chief Executive
                    Officer & Director                    63     0*
                    & Director
Marie A. Levine     Principal Financial Officer,          49     0*
                    Prinicipal Accounting Officer
                    & Director
Alvin B. Green      Director                              65     0*

Janice E. Smith     Director                              47     0*

Ralph Mann          Director                                     0*

* All Officers and Directors took Office on March 28, 1996.



BOARD OF DIRECTORS MEETINGS AND COMPENSATION

Board Meetings

        The  Board of Directors met 12 times during the fiscal year ended 
March 31, 1996.  The Board does not have an audit,  a compensation nor a 
nominating committee.

Director Compensation

        For  serving on the Board of Directors, each director of the Company 
is paid an amount of money per meeting established from time to time by 
resolution of the Board of Directors,  or  the equivalent in common stock in 
the Company.


IDENTIFICATION OF EXECUTIVE OFFICERS

        The Company's executive officers are elected annually at the first 
meeting  of the Board of Directors following each annual shareholders 
meeting.  The Company's executive  officers  as  of June 26, 1996, were as 
follows:

Name           Age      Position

Gerald  H.  Levine 63        President  &   Chief Executive Officer
Marie A. Levine    49        Principal Financial Officer, Principal 
                             Accounting Officer & Secretary/Treasurer
P-4

<PAGE>
Summary Compensation

        The compensation which the Company paid to the President for services
in all capacities and for the fiscal years  indicated, was as follows:          

Name and Principal Position            Year           Salary     Other

Gerald H.  Levine, President           1996           $0

George Matthews, President             1996           $0

Richard Cope, President                1996           $0

Ronald J.  Robinson, President         1995           $100,000

Donald J.  Stoecklein, Secretary       1995           $100,000

Ronald G.  Stoecklein, Treasurer       1995           $100,000

George A.  Matthews, President         1994           $81,250   $4,800**

George A.  Matthews, President         1993           $55,000

**Company's contribution to the Savings and Protection Plan.




Insider Participation in Compensation Decisions

        The  Company has no separate Compensation Committee; the entire Board
of Directors makes decisions regarding  executive compensation.   Two of the 
five directors are officers of the Company.  Gerald H. Levine is the 
President and a director and Marie A. Levine is the Secretary/Treasurer and a
Director.  Both of them participated in deliberations of the Company's Board 
of Directors concerning executive officer compensation.

Board of Directors Report on Executive Compensation

        The Board of Directors has no existing policy with respect to the 
specific relationship of corporate performance to  executive compensation.  
Since the Company's sale, effective  December  31, 1990, of all of the 
Company's assets relating to its then primary active business of engineering 
consulting and customized minerals processing, the Board has set executive
compensation at what  the Board considered to be the minimal levels necessary 
to retain and compensate  the officers of the company for their activities  
on the Company's behalf. 

         Gerald H. Levine
         Marie A. Levine
         Alvin B. Green
         Janice E. Smith
         Ralph Mann




P-5

<PAGE>
EMPLOYEE BENEFIT PLAN

        Effective  February,  1996, the Savings  and  Protection  Plan (the 
"Savings Plan") was terminated by C.E.C. Management Corp.

1987 NONQUALIFIED STOCK OPTION PLAN

        The  Company  has a 1987 Nonqualified Stock Option  Plan  (the 
"NSOP").   The  NSOP  is  administered by a  committee  of  three persons   
appointed   by  the  Board  of   Directors.    Eligible participants  include
the Company's employees and  directors  who are  not members of the committee
(and have not been for a  least one  year).  The numbers and terms of the 
options granted to each participant  are  determined  by the  committee. 
There  are  an aggregate  of  100,000  shares  of  the Company's  Common  
Stock available for the granting of options under the NSOP.  The option price
per share may not be less than the Common Stock's par value of $0.05.  No
portion of an option my be exercised until two years from the date of its grant.

SELECTION OF AUDITORS

        The Board of Directors selected William  Clancy, Certified Public
Accountant,  as the independent auditor  to  examine  the Company's financial
statements  for  the  fiscal  year   ended March  31,  1996. The Company 
anticipates that  Mr.  Clancey  is expected to be present at the 
shareholders meeting to answer  any questions.

PROPOSALS OF SHAREHOLDERS FOR 1997 ANNUAL MEETING

        Proposals  of  shareholders intended to be  presented  at  the 1997 
annual  shareholders'  meeting must be  received  by  the Corporate 
Secretary, C.E.C. Industries Corp., 23  Cactus  Garden Drive, F-60,
Henderson, Nevada, prior to April 1, 1997.

OTHER MATTERS
                    
        Management  knows of no other matters that are  likely  to  be 
brought before the meeting. 

EXPENSES OF PROXY SOLICITATION

        The  principal solicitation of proxies will be made  by  mail. 
However,  certain officers of the Company, none of whom  will  be compensated
therefor, may solicit proxies by letter, telephone or personal  solicitation.
Expenses  of distributing  this  Proxy Statement to  shareholders, which may
include  reimbursements to banks, brokers and other custodians for their 
expenses in forwarding this Proxy Statement, will be borne exclusively by the
Company.

PLEASE  SIGN,  DATE  AND RETURN THE ACCOMPANYING  PROXY  AT  YOUR
EARLIEST CONVENIENCE, WHETHER OR NOT YOU CURRENTLY PLAN TO ATTEND
THE MEETING.




                                       /s/Marie A. Levine
                                       Marie A. Levine
                                       Secretary


P-6
<PAGE>

C.E.C. INDUSTRIES CORP.
PROXY
                
Annual Meeting of Shareholders
August 21, 1996
           
        The  undersigned appoints The Board of Directors  of  C.E.C. 
Industries Corp. with full power of substitution, the attorney and proxy  of 
the undersigned, to attend the annual  meeting  of shareholders  of C.E.C. 
Industries Corp., to be held  August  21, 1996,  beginning  at  9:00 a.m., 
Pacific Daylight Time, at the Company's executive offices located at 23 
Cactus Garden Drive, F-60, Henderson, Nevada and at any adjournment thereof, 
and to vote the stock the undersigned would be entitled to vote if personally
present,  on  all  matters set forth in the Proxy Statement to Shareholders 
dated  June 26, 1996, a  copy  of  which  has  been received by the 
undersigned, as follows: 

1.      Vote [     ]                   Withhold Vote  [     ]

        for  the election of the following five nominees as directors of  the
        Company, to serve until the next annual meeting  and until  their 
        successors are elected and qualify:  Gerald  H. Levine, Marie A. 
        Levine, Alvin B. Green, Janice  E.  Smith, and Ralph Mann.  Please 
        indicate the  names of those for whom you are withholding your vote:


2.      In  his  discretion, upon any other matter that may properly come 
        before the meeting or any adjournment hereof.

THIS  PROXY  WILL  BE  VOTED  IN  ACCORDANCE  WITH  THE  SPECIFIC
INDICATIONS  ABOVE.   IN  THE ABSENCE OF SUCH  INDICATIONS,  THIS PROXY, IF
OTHERWISE DULY EXECUTED, WILL BE VOTED FOR EACH OF  THE MATTERS SET
FORTH ABOVE.


Date ___________________________, 1996 Number of Shares________________



Please sign exactly as
your name appears on
your stock certificate(s)
If your stock is issued in             Signature
the names of two or moe                    Print Name Here:
persons, all of them must
sign this proxy.  If signing
in representative capacity,
please indicate your title.
                             Signature
                             Print Name Here:


PLEASE SIGN AND RETURN THIS PROXY PRIOR TO AUGUST 12, 1996.



P-7
<PAGE>