SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549



                            FORM 10-Q/A
            Quarterly Report Under Section 13 or 15(d)
             of the Securities Exchange Act of 1934.




For Quarter Ended    12/31/97                 Commission File Number 1-6203

                     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.)

3450 E Russell Road, Las Vegas, Nevada                 89028
(Address of principal executive offices)             (Zip Code)
Registrant's telephone number, including area code:  702-214-4253


       (Former name, former address and former fiscal year,
                  if changed since last report)

     Indicate by check mark whether the registrant (1) 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

        APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
           PROCEEDINGS DURING THE PRECEDING FIVE YEARS.

     Indicated by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.

               Yes                      No

              APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
         17,881,795 Common Shares on December 31, 1997

<PAGE>

                             INDEX


PART I - FINANCIAL INFORMATION
                                                           Page No.

     Item 1.   Financial Statements

      Balance Sheet as of December 31, 1997 and
        March 31, 1997                                        3-4

      Statement of Operations for the nine months ended
        December 31, 1997 and 1996                            5

      Statement of Cash Flows for the nine months ended
        December 31, 1997 and 1996                            6-7

      Notes to Financial Statements                           8

     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operation   9

PART II - OTHER INFORMATION

     Item 1.   Legal Proceedings                              10

     Item 2.   Changes in Securities                          10

     Item 3.   Defaults by the Company upon its
               Senior Securities                              10

     Item 4.   Submission of Matter to a Vote of
               Security Holders                               10

     Item 5.   Other Information                              10

     Item 6.   Exhibits and Reports of Form 8-K               10

     SIGNATURE                                                11


                                 Page Two

<PAGE>


                     PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


                C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
                  DECEMBER 31, 1997 AND MARCH 31, 1997

                                ASSETS
<TABLE>
<CAPTION>
                                                         DECEMBER   MARCH 31,
                                                         31, 1997      1997
                                                         UNAUDITED
<S>                                                      <C>       <C>
Current Assets
   Cash and Cash Equivalents                            $1,647     $786
   Inventory                                             181,199   181,199
   Trading Securities at Market Value (Cost at
     December 31, 1997 and March 31, 1997 $2,656,656)    36,900    2,910,480
                                                        --------  ----------
      Total Current Asset                                219,746   3,092,465

Other Assets
  Security Deposits                                      4,012     4,012
  Accounts Receivable - Related Parties                  272,000   220,635
  Notes Receivable - Related Parties                     163,000   163,000
  Accrued Interest Receivable - Related Parties          21,253    11,473
  Patents, at Cost (Net of Accumulated Amortization
  of $16,625 and $9,500)                                 85,071    92,196
  Investment - Limited Partnership                       300,000   300,000
  Artworks                                            0         1,747,199
  Coal Reserves                                          0         800,000
  Oil and Gas Interests                                  116,415   1,231,250
                                                        ---------- ---------
      Total Other Assets                                 961,751   4,569,765
                                                        ---------- ----------
Total Assets                                            $1,181,497 4,843,531
                                                        ========== ==========
</TABLE>

                        Prepared without audit.
                               Page Three
<PAGE>

                      CONSOLIDATED BALANCE SHEETS
                DECEMBER 31, 1997 AND MARCH 31, 1997
                  LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                       DECEMBER     MARCH 31,
                                                       31, 1997     1997
                                                       UNAUDITED
<S>                                                    <C>         <C>
Current Liabilities
  Accounts Payable                                     $513,171     $239,919
  Notes Payable - Related Parties                      378,781      378,781
                                                       ---------    ---------
    Total Current Liabilities                          891,952       618,700

Stockholders' Equity
   Convertible Preferred Stock, Par Value
     $.001 Per Share, Authorized 100,000,000
     Shares, Issued and Outstanding
     10,663,041 Shares at December 31, 1997 and
      and March 31, 1997                               10,663        10,663
   Common Stock, Par Value $.05 Per Share,
     Authorized  50,000,000 shares;
     Issued and Outstanding, 17,736,795
     Shares at December 31, 1997 and March 31, 1997    886,840       886,840
   Paid In Capital                                  7,084,580     8,572,104
   Retained Earnings - A Deficit                       (7,692,538) (2,426,077)
                                                       ----------- -----------
   Total Stockholders' Equity                            289,545    7,043,530
                                                       ---------    ---------

Total Liabilities and Stockholders' Equity            $1,181,497    $7,662,230

</TABLE>

                         Prepared without Audit
                               Page Four
<PAGE>

               C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF OPERATIONS
       FOR THE NINE MONTHS PERIODS ENDED DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
                                                       1997      1996
                                                       UNAUDITED
<S>                                                    <C>       <C>
Income
  Sales                                                 $2,507    $0
  Royalty Income                                         1,215     0
  Fees                                                   0         7,144,257
                                                        ------    ----------

Total Income                                            3,722      7,144,257

Cost of Sales                                           380        3,644,029

Gross Profit                                            3,342      3,500,228


Selling, General and Administrative Expenses            253,631    1,989,274

Other Income (Expense)
  Interest Income                                       9,780      82,460
  Temporary Decrease in Marketable Securities             0          0
  Interest Expense                                     (27,797)    (484,061)
  Gain on sale of investment                                 0      (23,761)
  Write off of Marketable Securities                  (1,042,991)        0
                                                       ----------  ---------
                                                       (1,061,008) (425,362)

(Loss) Before Income Taxes                             (1,311,297) 1,176,592

Provision for Income Taxes                             0           0
                                                       ----------  ----------

Net (Loss)                                             $(1,311,297) $1,176,592
                                                       ===========  ==========

Loss Per Common and Common Share
   Equivalent:
    Net (Loss)                                         $(0.07)      $0.07
                                                       ======       =====
</TABLE>

                          Prepared Without Audit
                                Page Five
<PAGE>

                C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
      FOR THE NINE MONTHS PERIOD ENDED DECEMBER 31, 1997 AND 1996
                                 UNAUDITED
<TABLE>
<CAPTION>

                                                        1997      1996
<S>                                                    <C>        <C>
Cash Flows From Operating Activities
 Net Loss                                          $(1,311,297)  $1,176,592
 Temporary Decrease in Trading Securities               1,042,991     0
Adjustments to Reconcile Net Loss to Net Cash
 Used in Operating Activities
  Depreciation and Amortization                         7,125        22,191
  (Gain) Loss on Investments                            0            20,000
  Common Stock Issued for Professional Services         0            204,120
  Changes in Assets and Liabilities
  Decrease in Restricted Cash                           0            500,000
  Decrease in Accounts Receivable                       0            275,822
  (Increase) decrease in Inventory                      0            (14,259)
  (Increase) decrease in Other Current Assets           0            24,781
  (Increase) decrease in Other Assets                (17,120)  306,560
  Increase (Decrease) in Accounts Payable             273,252  175,245
  Increase (Decrease) in Accrued Liabilities            0            (335,667)
                                                        ---------    --------
  Total Adjustments                                  1,313,588 1,178,793
                                                        ---------    ---------
 Net Cash Provided By Operating Activities              2,291        2,355,385

Cash Flows From Investing Activities
 Purchase of Securities                                 0           (3,151,644)
 Sale of Land                                           0            4,181,346
 Capital Expenditures                                   0            (277,621)
 Notes Receivable - Related Parties                     0            (284,760)
 Excess of purchase price of asset over cost            0            (30,035)
                                                        --------    ---------
 Net Cash Used in Investing Activities                  0            437,286

Cash Flows From Financing Activities
 Sale of Equipment                                                   8,800
 Principal Payments on Debt                             0           (3,151,644)
 Proceeds From Sale of Common Stock                     0           475,920
 Proceeds From Notes Payable                            49,935      308,350
 Loans to Related Parties                               (51,365)    (62,831)
 Payment Received on Notes Receivable                   0           17,000
                                                        --------    ----------
 Net Cash Provided By Financing Activities              (1,430)     (2,790,355)

Net Increase (Decrease) in Cash and Cash Equivalents    861          2,316

Cash and Cash Equivalents at Beginning of Year          786          3,276

Cash and Cash Equivalents at End of Year               $1,647       $5,592
                                                       ======       =======

</TABLE>
                          Prepared Without Audit
                                 Page Six
<PAGE>

                C.E.C. INDUSTRIES CORP. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
           FOR THE QUARTER ENDED DECEMBER 31, 1997 AND 1996

Supplemental Disclosures of Cash Flow Information
<TABLE>

<S>                                                   <C>           <C>
  Cash Paid During the Year
    For Interest                                        $10,698     $143,401
                                                        =======     ========

Income Taxes                                            $0          $0
                                                        =======     =========
</TABLE>

                         Prepared without Audit
                               Page Seven
<PAGE>

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (Unaudited)


1. Statement of Information Furnished

The accompanying unaudited consolidated financial statements have been
prepared in accordance with Form 10Q instructions and in the opinion of
management contains all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position as of
December 31, 1997, the results of operation for the nine months ended
December 31, 1997 and 1996 and the cash flows for the nine months ended
December 31, 1997 and 1996. These results have been determined on the basis
of generally accepted accounting principles and practices and applied
consistently with those used in the preparation of the company's 1997
Annual Report on Form 10-K.

Certain information and footnote disclosures normally included in financial
statements presented in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that the
accompanying consolidated financial statements be read in conjunction with
the financial statements and notes there to incorporated by reference in the
Company's 1997 Annual Report on Form 10-K.

                         Prepared without Audit
                               Page Eight
<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations for the Nine Months Period Ended December 31, 1997

The Sales for the nine months ended December 31, 1997, were $3,722
 compared to sales for the nine months ended December 31, 1996 of
$7,144,257. Sales in 1997 consisted of revenues from royalties and misc
sales from Mid-Nevada Art, Inc. Sales in 1996 consisted of revenues from the
sale of the Company's real estate properties ($5,935,243), revenues from Auto
Express, Inc. ($1,203,683) and Mid-Nevada Art, Inc. ($5.321).

The Company depended on short term financing for its operating expenses
during the first, second and third quarter of 1997. Management is
seeking acquisitions that would produce a continual cash flow.

Selling, General and administrative expenses decreased from $1,989,274 in
1996 to $253,631 in 1997. The majority of the expenses during the
quarter were professional services in the amount of $144,007.

Interest expense decrease from $484,061 in 1996 to $27,797 in 1997 mainly
 due to a reduction in real estate loans.

Interest income decreased from $82,460 in 1996 to $9,780 in 1997 due to
a reduction in notes receivable and certificates of deposits.

Management's Discussion of Notes Payable

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 C.E.C. Industries Corp. in the amount of $382,310.
During fiscal 1996, principal payments of $3,530 were applied to the note,
leaving a balance at September 30, 1998 of $378,781. The note is payable on
demand and interest is payable at the rate of 8% per annum.

                         Prepared without Audit
                               Page Nine
<PAGE>

PART II - OTHER INFORMATION


Item 1.              Legal Proceedings

       None.

Item 2.              Changes in Securities

       None..

Item 3.              Defaults by the company upon its Senior Securities

       None.

Item 4.              Submission of Matters to a Vote of Security Holders

       None.

Item 5.              Other Information

       None.

Item 6.              Exhibits and Reports on Form 8-K

       8-K Filed on February 18, 1998 to report a change in management.


                     Prepared without Audit
                           Page Ten
<PAGE>
                            SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                   C.E.C. INDUSTRIES CORP.


                               By: /s/ Brian Dvorak
December 13, 2001                    Brian Dvorak, President and
                                     Chief Operations Officer