As filed with the Securities and Exchange Commission on December 29, 2003
                              Registration No. 333-
                                                    -----------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             C.E.C INDUSTRIES CORP.
               (Exact name of issuer as specified in its charter)

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

      136 Arbor Way, Henderson, Nevada                          89074
  ----------------------------------------                    ----------
  (Address of Principal Executive Offices)                    (Zip Code)

                          2003 Stock Incentive Plan #1
                            (Full title of the Plan)

                             Brian Dvorak, President
                             C.E.C Industries Corp.
                                  136 Arbor Way
                             Henderson, Nevada 89074
                                 (866) 820-5139
                    (Name and address of agent for service)


          (Former Name or Former Address, if Changed Since Last Report)


                                   copies to:
                              Anslow & Jaclin, LLP
                             4400 Route 9, 2nd Floor
                               Freehold, NJ 07728
                                 (732) 409-1212

Approximate  date of  commencement  of  proposed  sale to the  public:  Upon the
effective date of this Registration Statement.

<PAGE>



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                             Proposed          Proposed
  Title of                                   maximum           maximum
  securities            Amount               Offering          aggregate     Amount of
  to be                 to be                price per         offering      registration
  registered            registered(3)(4)     share(1)(2)       price         fee (1)
  ----------            ----------           -----------       -----         -------
<S>                     <C>                  <C>               <C>           <C>
  Common Stock,         6,000,000            $.07              $420,000      $38.64
  $.001 par value
</TABLE>

(1) The fee with respect to these shares has been  calculated  pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the average of
the last price per share of our Common  Stock on December 29, 2003 a date within
five (5) days  prior to the date of filing of this  registration  statement,  as
reported by the OTC Electronic Bulletin Board.

(2) Estimated solely for the purpose of calculating the registration fee.

(3)  Represents  the  maximum  number  of shares  that may be  issued  under the
above-named 2003 Stock Incentive Plan #1.

(4) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable pursuant to this Registration Statement by reason of
any  stock  dividend,  stock  split,   recapitalization  or  any  other  similar
transaction  effected without the receipt of  consideration  which results in an
increase in the number of the Registrant's outstanding shares of Common Stock.

Documents Incorporated by Reference [X] Yes  [ ] No

<PAGE>


                                     PART II

Item 3. Incorporation of Documents by Reference.

The  following  documents  are  incorporated  by reference in this  registration
statement and made a part hereof:

(a) Our quarterly  reports on Form 10Q-SB filed on November 20, 2003,  September
2, 2003 and February 19, 2003.

(b) Our annual  report on Form  10-KSB for the year ended  March 31,  2003 filed
pursuant to Section  15(d) of the Exchange  Act of 1934,  as amended or the 1934
Act.

(c) All  other  documents  filed  by us  after  the  date  of this  registration
statement  under  Section  13(a),  13(c),  14 and 15(d) of the 1934  Act,  after
today's  date and prior to the  filing  of a  post-effective  amendment  to this
registration  statement  which  indicates that all securities  offered have been
sold or which  de-registers  all securities then remaining in this  registration
statement and to be part thereof from the date of filing of such documents.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interest of Named Experts and Counsel.

None


<PAGE>



Item 6. Indemnification of Directors and Officers.

Our Certificate of Incorporation  and By-laws provide that we shall indemnify to
the fullest  extent  permitted  by Nevada law any person  whom we may  indemnify
thereunder,  including  our  directors,  officers,  employees  and agents.  Such
indemnification (other than as ordered by a court) shall be made by us only upon
a determination that indemnification is proper in the circumstances  because the
individual  met the  applicable  standard of conduct i.e.,  such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to our
best  interest.  Advances  for such  indemnification  may be made  pending  such
determination.  Such determination  shall be made by a majority vote of a quorum
consisting of disinterested directors, or by independent legal counsel or by the
stockholders.  In addition,  our Certificate of  Incorporation  provides for the
elimination,  to the extent  permitted by Nevada,  of personal  liability of our
directors and our stockholders for monetary damages for breach of fiduciary duty
as directors.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933,  as amended (the "1933 Act") may be permitted to our  directors,  officers
and controlling persons pursuant to the foregoing provisions,  or otherwise,  we
have been advised that in the opinion of the Securities and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities  (other than the payment by us of expenses  incurred or
paid by a  director,  officer  or  controlling  person  of us in the  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities  being  registered,  we
will,  unless in the  opinion of our  counsel  the  matter  has been  settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  of whether  such  indemnification  by us is against  public  policy as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

<PAGE>


Item 7. Exemption From Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Number Description

4.1      2003 Stock Incentive Plan #1.

5.1      Consent and Opinion of Anslow & Jaclin, LLP.

23.1     Consent of Hunter, Atkins & Russell, PLC

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:

     (a)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933.

     (b)  To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  registration  statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

     (c)  To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement.

          Provided,  however,  that paragraphs (1)(a) and (1)(b) do not apply if
          the  registration  statement  is on  Form  S-3 or  Form  S-8  and  the
          information  required to be included in a post-effective  amendment by
          this  paragraph is contained in periodic  reports filed by us pursuant
          to Section 13 or Section  15(d) of the 1934 Act that are  incorporated
          by reference in the registration statement.

(2) That, for the purpose of determining  any liability under the 1933 Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from  registration by means of a post- effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(4) That,  for purposes of  determining  any liability  under the 1933 Act, each
filing of our annual  report  pursuant to Section  13(a) or Section 15(d) of the
1934 Act (and,  where  applicable,  each  filing of an employee  benefit  plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.


<PAGE>

(5) To deliver or cause to be delivered with the  prospectus,  to each person to
whom the  prospectus  is sent or given,  the latest  annual  report to  security
holders  that is  incorporated  by  reference in the  prospectus  and  furnished
pursuant to and meeting the  requirements  of Rule 14a-3 or Rule 14c-3 under the
1934 Act; and, where interim financial  information  required to be presented by
Item 310(b) of Regulation S-B is not set forth in the prospectus, to deliver, or
cause to be delivered,  to each person to whom the  prospectus is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

(6) To deliver or cause to be delivered  with the prospectus to each employee to
whom  the  prospectus  is  sent  or  given,  a copy  of  our  annual  report  to
stockholders  for its last fiscal  year,  unless  such  employee  otherwise  has
received a copy of such report,  in which case the  registration  shall state in
the prospectus that it will promptly  furnish,  without  charge,  a copy of such
report on written  request of the  employee.  If our last  fiscal year has ended
within 120 days prior to the use of the  prospectus,  our annual  report for the
preceding  fiscal  year may be  delivered,  but within such  120-day  period the
annual report for the last fiscal year will be furnished to each employee.

(7) To transmit or cause to be transmitted to all employees participating in the
plans who do not  otherwise  receive such material as our  stockholders,  at the
time and in the manner such material is sent to its stockholders,  copies of all
reports,   proxy  statements  and  other   communications   distributed  to  its
stockholders generally.

<PAGE>



                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, we certify that it
has  reasonable  grounds to believe  that it meets all of the  requirements  for
filing on Form S-8 and has duly caused this registration  statement to be signed
on its behalf by the  undersigned,  there unto duly  authorized,  in the City of
Henderson, State of Nevada, on December 29, 2003.

                                        C.E.C. INDUSTRIES CORP.

                                        By: /s/ Brian Dvorak
                                            ----------------------------
                                            BRIAN DVORAK
                                            President and Director


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement  has been  signed  below by the  following  persons  on  behalf of the
Registrant and in the capacities and on the dates indicated.

Signatures                                  Date

By: /s/ Brian Dvorak                        December 29, 2003
----------------------------
BRIAN DVORAK
President and Director
[{"type": "S-8", "sequence": "1", "filename": "forms_8.txt", "secsgml_size_bytes": 12811}]
{"company-data": {"conformed-name": "CEC INDUSTRIES CORP", "cik": "0000054175", "assigned-sic": "6770", "irs-number": "870217252", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111611", "film-number": "031077292"}, "business-address": {"street1": "3450 E RUSSELL RD", "city": "LAS VEGAS", "state": "NV", "zip": "89120", "phone": "7022144253"}, "mail-address": {"street1": "3450 E RUSSELL", "city": "LAS VEGAS", "state": "NV", "zip": "89120"}, "former-company": {"former-conformed-name": "JUSTHEIM PETROLEUM CO", "date-changed": "19870115"}}
As filed with the Securities and Exchange Commission on December 29, 2003
                              Registration No. 333-
                                                    -----------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             C.E.C INDUSTRIES CORP.
               (Exact name of issuer as specified in its charter)

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

      136 Arbor Way, Henderson, Nevada                          89074
  ----------------------------------------                    ----------
  (Address of Principal Executive Offices)                    (Zip Code)

                          2003 Stock Incentive Plan #1
                            (Full title of the Plan)

                             Brian Dvorak, President
                             C.E.C Industries Corp.
                                  136 Arbor Way
                             Henderson, Nevada 89074
                                 (866) 820-5139
                    (Name and address of agent for service)

          (Former Name or Former Address, if Changed Since Last Report)

                                   copies to:
                              Anslow & Jaclin, LLP
                             4400 Route 9, 2nd Floor
                               Freehold, NJ 07728
                                 (732) 409-1212

Approximate  date of  commencement  of  proposed  sale to the  public:  Upon the
effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed          Proposed
  Title of                                   maximum           maximum
  securities            Amount               Offering          aggregate     Amount of
  to be                 to be                price per         offering      registration
  registered            registered(3)(4)     share(1)(2)       price         fee (1)
  ----------            ----------           -----------       -----         -------
Common Stock,         6,000,000            $.07              $420,000      $38.64
  $.001 par value
(1) The fee with respect to these shares has been  calculated  pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the average of
the last price per share of our Common  Stock on December 29, 2003 a date within
five (5) days  prior to the date of filing of this  registration  statement,  as
reported by the OTC Electronic Bulletin Board.

(2) Estimated solely for the purpose of calculating the registration fee.

(3)  Represents  the  maximum  number  of shares  that may be  issued  under the
above-named 2003 Stock Incentive Plan #1.

(4) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable pursuant to this Registration Statement by reason of
any  stock  dividend,  stock  split,   recapitalization  or  any  other  similar
transaction  effected without the receipt of  consideration  which results in an
increase in the number of the Registrant's outstanding shares of Common Stock.

Documents Incorporated by Reference [X] Yes  [ ] No
PART II

Item 3. Incorporation of Documents by Reference.

The  following  documents  are  incorporated  by reference in this  registration
statement and made a part hereof:

(a) Our quarterly  reports on Form 10Q-SB filed on November 20, 2003,  September
2, 2003 and February 19, 2003.

(b) Our annual  report on Form  10-KSB for the year ended  March 31,  2003 filed
pursuant to Section  15(d) of the Exchange  Act of 1934,  as amended or the 1934
Act.

(c) All  other  documents  filed  by us  after  the  date  of this  registration
statement  under  Section  13(a),  13(c),  14 and 15(d) of the 1934  Act,  after
today's  date and prior to the  filing  of a  post-effective  amendment  to this
registration  statement  which  indicates that all securities  offered have been
sold or which  de-registers  all securities then remaining in this  registration
statement and to be part thereof from the date of filing of such documents.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interest of Named Experts and Counsel.

None
Item 6. Indemnification of Directors and Officers.

Our Certificate of Incorporation  and By-laws provide that we shall indemnify to
the fullest  extent  permitted  by Nevada law any person  whom we may  indemnify
thereunder,  including  our  directors,  officers,  employees  and agents.  Such
indemnification (other than as ordered by a court) shall be made by us only upon
a determination that indemnification is proper in the circumstances  because the
individual  met the  applicable  standard of conduct i.e.,  such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to our
best  interest.  Advances  for such  indemnification  may be made  pending  such
determination.  Such determination  shall be made by a majority vote of a quorum
consisting of disinterested directors, or by independent legal counsel or by the
stockholders.  In addition,  our Certificate of  Incorporation  provides for the
elimination,  to the extent  permitted by Nevada,  of personal  liability of our
directors and our stockholders for monetary damages for breach of fiduciary duty
as directors.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933,  as amended (the "1933 Act") may be permitted to our  directors,  officers
and controlling persons pursuant to the foregoing provisions,  or otherwise,  we
have been advised that in the opinion of the Securities and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities  (other than the payment by us of expenses  incurred or
paid by a  director,  officer  or  controlling  person  of us in the  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities  being  registered,  we
will,  unless in the  opinion of our  counsel  the  matter  has been  settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  of whether  such  indemnification  by us is against  public  policy as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.
Item 7. Exemption From Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Number Description

4.1      2003 Stock Incentive Plan #1.

5.1      Consent and Opinion of Anslow & Jaclin, LLP.

23.1     Consent of Hunter, Atkins & Russell, PLC

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:

     (a)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933.

     (b)  To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  registration  statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

     (c)  To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement.

          Provided,  however,  that paragraphs (1)(a) and (1)(b) do not apply if
          the  registration  statement  is on  Form  S-3 or  Form  S-8  and  the
          information  required to be included in a post-effective  amendment by
          this  paragraph is contained in periodic  reports filed by us pursuant
          to Section 13 or Section  15(d) of the 1934 Act that are  incorporated
          by reference in the registration statement.

(2) That, for the purpose of determining  any liability under the 1933 Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from  registration by means of a post- effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(4) That,  for purposes of  determining  any liability  under the 1933 Act, each
filing of our annual  report  pursuant to Section  13(a) or Section 15(d) of the
1934 Act (and,  where  applicable,  each  filing of an employee  benefit  plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.
(5) To deliver or cause to be delivered with the  prospectus,  to each person to
whom the  prospectus  is sent or given,  the latest  annual  report to  security
holders  that is  incorporated  by  reference in the  prospectus  and  furnished
pursuant to and meeting the  requirements  of Rule 14a-3 or Rule 14c-3 under the
1934 Act; and, where interim financial  information  required to be presented by
Item 310(b) of Regulation S-B is not set forth in the prospectus, to deliver, or
cause to be delivered,  to each person to whom the  prospectus is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

(6) To deliver or cause to be delivered  with the prospectus to each employee to
whom  the  prospectus  is  sent  or  given,  a copy  of  our  annual  report  to
stockholders  for its last fiscal  year,  unless  such  employee  otherwise  has
received a copy of such report,  in which case the  registration  shall state in
the prospectus that it will promptly  furnish,  without  charge,  a copy of such
report on written  request of the  employee.  If our last  fiscal year has ended
within 120 days prior to the use of the  prospectus,  our annual  report for the
preceding  fiscal  year may be  delivered,  but within such  120-day  period the
annual report for the last fiscal year will be furnished to each employee.

(7) To transmit or cause to be transmitted to all employees participating in the
plans who do not  otherwise  receive such material as our  stockholders,  at the
time and in the manner such material is sent to its stockholders,  copies of all
reports,   proxy  statements  and  other   communications   distributed  to  its
stockholders generally.
SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, we certify that it
has  reasonable  grounds to believe  that it meets all of the  requirements  for
filing on Form S-8 and has duly caused this registration  statement to be signed
on its behalf by the  undersigned,  there unto duly  authorized,  in the City of
Henderson, State of Nevada, on December 29, 2003.

                                        C.E.C. INDUSTRIES CORP.

                                        By: /s/ Brian Dvorak
                                            ----------------------------
                                            BRIAN DVORAK
                                            President and Director

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement  has been  signed  below by the  following  persons  on  behalf of the
Registrant and in the capacities and on the dates indicated.

Signatures                                  Date

By: /s/ Brian Dvorak                        December 29, 2003
----------------------------
BRIAN DVORAK
President and Director