SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB


(Mark One)

/x/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934
                      For the fiscal year ended March 31, 2001


/ /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
        EXCHANGE ACT OF 1934
                       For the transition period from _________ to _________


                                    0-24493
                                    -------
                               Commission File No.


                          CAMBRIDGE ENERGY CORPORATION
                          ----------------------------
             (Exact name of registrant as specified in its charter)


          Nevada                                                  59-3380009
          ------                                                  ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


           215. South Riverside Drive, Suite 12, Cocoa, Florida 32922
           ----------------------------------------------------------
                    (Address of principal executive offices)


Registrant's telephone number, including area code:   (321) 636-6165

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock,
                                                             $.0001 par value

     Check whether the issuer (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 _____

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  Registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     State issuer's estimates revenues for its recent fiscal year. $1,572,105

     State The aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and ask price of such common  equity,  as of
June 30, 2001: $4,878,121

     As of March 31, 2001 there were outstanding  18,802,382 shares of Cambridge
Energy Corporation's common stock, par value $.0001 per share.


<PAGE>

                          CAMBRIDGE ENERGY CORPORATION
                     Form 10-KSB Report for the Fiscal Year
                              Ended March 31, 2001

                                TABLE OF CONTENTS


                                                                         Page



                                     PART I

Item 1. Business .......................................................  2

Item 2. Properties .....................................................  7

Item 3. Legal Proceedings ..............................................  10

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



                                     PART II

Item 5. Market for Registrant's Common Stock and
          Related Stockholder Matters ..................................  11

Item 6. Management's Discussion and Analysis of Financial
          Condition and Results of Operations ..........................  11

Item 7. Selected Financial Data ........................................  14

Item 8. Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure ..........................  14



                                    PART III

Item 9.  Directors and Executive Officers of the Registrant ............  14

Item 10. Executive Compensation ........................................  15

Item 11. Security Ownership of Certain Beneficial
          Owners and Management ........................................  16

Item 12. Certain Relationships and Related Transactions ................  17



                                     PART IV

Item 13. Exhibits, Financial Statement Schedules and
          Reports on Form 8-K ..........................................  18

SIGNATURE ..............................................................  19







                                       1
<PAGE>
                                     PART I

Item 1.  Business

     (a) General Development of Business

     CAMBRIDGE ENERGY CORPORATION, (the Company) was incorporated under the laws
of the State of Nevada on April 9, 1996. At inception the Company's  Articles of
Incorporation Authorized 2,000,000 Common Shares at $.001 Par Value, and 100,000
Preferred  Shares at $.001  Par  Value.  In June  1997,  the Board of  Directors
approved an amendment to the Company's Articles of Incorporation  increasing the
authorized  Common  Shares of the Company  from  2,000,000  to  50,000,000,  and
increasing the number of authorized Preferred Shares from 100,000 to 25,000,000.
At that time the Board also changed the Par Value of each class of stock to from
$.001 to $.0001 per share.  The  amended  Articles  were filed with the State of
Nevada on July 7, 1997.  The  Company  then  undertook  a Private  Placement  of
1,935,000  of its  Common  Shares  to raise  capital  for the  execution  of its
business  plan. In November 1997, the Company began trading its Common Shares on
the OTC Bulletin Board under symbol CNGG.

     (b) Business of Issuer

The Company

     Cambridge Energy  Corporation was formed for the purpose of development and
operation of oil and gas properties with proven reserves. The Company's strategy
is to focus in domestic  areas where major oil and gas producing  companies have
reduced their exploration efforts to move offshore and overseas in search of the
larger  reserves.  Considerable  oil  and  gas in  proven  fields  remain  to be
exploited by well-managed  independent oil companies capable of extracting these
reserves  at lower  risk and  lower  cost  than  unproved  prospects.  Cambridge
Energy's initial development strategy has been to acquire such proven fields and
increase  production  through the  application  of advanced  technology  and the
exploration of other proven formations in the same fields.

     In order to provide for rapid growth, the Company has expanded its strategy
to include the exploration of offshore reserves,  both in the US and outside the
US. Although,  there is no assurance that the Company will be able to obtain the
capital  required to fully exploit this  opportunity for expanded growth or that
such growth will result in profits to the Company.

     Cambridge Energy's primary  operational  strategy includes the operation of
its own projects,  giving it  substantial  control over drilling and  production
costs. The Company has associated highly experienced exploration and development
engineering  and geology  personnel that strive to add production at lower costs
through development drilling, workovers, behind pipe recompletions and secondary
recovery operations.

 Operations

     The Company expects that it will continue to engage in both development and
exploratory  drilling  operations.  Such activities have been limited during the
fiscal year. However,  the Company intends to pursue a diversified  inventory of
exploratory and development prospects. The current portfolio includes lower-risk
development  and  exploratory  prospects,  as well as  higher  risk  exploratory
prospects  with greater  potential.  The  objective of the  Company's  near-term
strategy is maximization of the value of its existing  prospect  inventory while
reducing  its cost and risk  exposure.  In the near term,  the Company  plans to
retain a 10% to 50% direct working  interest in each prospect,  plus any carried
or reversionary interest retained as part of sales to industry partners.  Direct
participation  may  increase  as  corporate  cash  flows and  capital  resources
increase.  Drilling  prospects may result from the  evaluation of  acquisitions.
Drilling activities,  whether exploratory or developmental,  are subject to many
risks,  including the risk that no  commercially  productive  reservoirs will be
encountered. There can be no assurance that any new wells drilled by the Company
will recover all or any portion of the related investment. The cost of drilling,
completing and operating  wells is often  uncertain and cost overruns can occur.
The Company's drilling  operations might be curtailed,  delayed or canceled as a
result of  numerous  factors,  many of which are beyond the  Company's  control.
These  factors  include  financial  resources  of the  Company or its  partners,
commodity prices, land and title issues, mechanical problems, weather conditions
and compliance with governmental requirements.  Unsuccessful drilling activities
may have a material adverse effect on the Company.

                                       2
<PAGE>

     During the fiscal year,  the company  maintained an Indonesian  subsidiary,
Intermega  Energy Pte Ltd. which includes three fields in eastern  Indonesia and
executive  offices in Jakarta for liaison with Pertamina,  the government  owned
oil  company  that  controls  all of  Indonesian  oil  and  gas.  We are  adding
approximately 100 employees by this. They include:

          Technical  Assistance  Contract/Contract  Area:   Salawati  A,  D  and
     Sabaku.    ownership   by    INTERMEGA   of   the   Technical    Assistance
     Contract/Contract  Area:  Salawati  A,  D and  Sabaku,  originally  between
     Perusahaan Pertambangan Dan Gas Bumi Negara (Pertamina) and PT. Siddhakarya
     Pilona Sabaku dated  January 9, 1995.  This contract area covers 5.97 sq Km
     for Salawati "A" and "D" and .50 sq Km for Sabaku.

          Technical Assistance  Contract/Contract Area:  Salawati C, E, F and N.
     ownership by INTERMEGA of  the Technical Assistance Contract/Contract Area:
     Salawati C, E, F and N, originally between Perusahaan  Pertambangan Dan Gas
     Bumi Negara  (Pertamina) and PT.  Siddhakarya Pilona Salawati dated January
     9, 1995. This contract area covers 23.05 sq. Km.

          Technical  Assistance  Contract/Contract   Area:  Linda A,  C/G  Sele.
     ownership by INTERMEGA of the Technical Assistance  Contract/Contract Area:
     Linda A, C/G Sele, originally between Perusahaan  Pertambangan Dan Gas Bumi
     Negara  (Pertamina)  and  Intermega  Linda Sele Pte Ltd. This contract area
     covers 12.35 sq. Km.

     The Company's  future  performance  depends upon its ability to acquire and
develop additional oil and gas reserves that are economically  recoverable.  The
Company   intends  to  continue  its   acquisition,   development  and  drilling
activities.  The  Company  has  completed  its review of various  prospects  and
acquisitions and expects during the coming year to close additional acquisitions
and drill or participate in additional wells, however no assurances can be given
that the Company will be successful or will have sufficient cash flow or sources
of external capital to acquire,  develop or discover  additional  reserves at an
economical  cost Without  successful  acquisition,  development  and exploration
activities, the Company's reserves will decline. Competitive Business Conditions

     The  Company  encounters  strong  competition  from  major and  independent
companies  in  acquiring  properties  and  leases  for  production   operations,
exploration  and  development.   The  principal   competitive   factors  in  the
acquisition of such oil and gas properties  include the staff and data necessary
to identify,  investigate and purchase such leases, and the financial  resources
necessary to acquire and develop such leases. Many of the Company's  competitors
have financial resources, staffs and facilities substantially greater than those
of the Company.

 Distribution

     The  Company's  oil  and  gas  production  is  marketed  to  third  parties
consistent with industry  practices.  Typically,  oil is sold at the wellhead at
field posted prices,  plus or minus adjustments for quality and  transportation.
Natural gas is usually  sold under a contract at a  negotiated  price based upon
factors normally considered in the industry, such as gas quality,  distance from
the well to the pipeline,  estimated  reserves,  liquid  hydrocarbon  content of
natural gas and prevailing supply/demand conditions.

 Joint Operations With Others; Non-Operator Status

     The Company owns less than 100% of the working  interest in some of its oil
and gas  properties.  Operations on such  properties  are likely to be conducted
jointly with other working  interest  owners.  Joint operating  arrangements are
customary in the oil and gas industry and are generally  conducted pursuant to a
joint operating agreement, whereby a single working interest owner is designated
the operator. At present, the Company is the operator of the majority of its oil
and gas properties.  The Company is also a non-operating  working interest owner
in other  wells.  For  properties  where the  Company  owns less than 50% of the
working  interest,  drilling and operating  decisions may not be entirely within
the


                                       3
<PAGE>

Company's  control.  If the Company disagrees with the decision of a majority of
working interest owners, it may be required, among other things, to postpone the
proposed   activity,   relinquish   or  farm-out  its  interest  or  decline  to
participate.  If the  Company  declines  to  participate,  it might be forced to
relinquish its interest or may be subject to certain non-consent  penalties,  as
provided in the applicable operating  agreement.  Such penalties typically allow
participating   working   interest  owners  to  recover  from  the  proceeds  of
production,  if any,  an  amount  equal to  200%-500%  of the  non-participating
working interest owner's share of the cost of such operations.

     Under most  operating  agreements,  the  operator is given  direct and full
control  over  all  operations  on the  property  and is  obligated  to  conduct
operations in a workman-like manner; however, the operator is usually not liable
to the working interest owners for losses sustained or for liabilities incurred,
except those resulting from its own gross negligence or willful misconduct. Each
working  interest  owner is  generally  liable  for its  share  of the  costs of
developing and operating jointly owned  properties.  The operator is required to
pay the  expenses of  developing  and  operating  the  property and will invoice
working  interest  owners  for  their  proportionate  share  of such  costs.  In
instances  where the Company is a non-operating  working  interest owner, it may
have a limited  ability to exercise  control over  operations and the associated
costs of such  operations.  The  success  of the  Company's  investment  in such
non-operated  activities may,  therefore,  be dependent upon a number of factors
that are outside of the Company's direct control.

     Under most operating  agreements and the laws of certain states,  operators
of oil and gas properties may be granted liens on the working interests of other
non-operating  owners in the well to  secure  the  payment  of  amounts  due the
operator.  The  bankruptcy or failure of the operator or other working  interest
owners to pay vendors who have  supplied  goods or services  applicable to wells
could  result  in filing of  mechanics'  and  materialmens'  liens  which  would
encumber the well and the interests of all joint owners.

Forward-Looking Information

     All statements  other than statements of historical  fact contained  herein
are  forward-looking  statements.   Forward  looking  statements  are  generally
accompanied by words such as  "anticipate,"  "believe,"  "estimate,"  "project,"
"potential"  or "expect" or similar  statements.  Although the Company  believes
that  the  expectations   reflected  in  such  forward-looking   statements  are
reasonable, no assurance can be given that such expectations will prove correct.
Factors could cause the Company's  results to differ materially from the results
discussed in such forward-looking  statements.  Such factors include such things
as uncertainty of costs associated with exploratory  drilling,  drilling results
and  reserve  estimates,   operating  hazards,   need  for  additional  capital,
competition from other exploration,  development and production  companies,  the
fluctuations of prices received or demand for the Company's oil and gas, and the
effects  of  governmental  and  environmental  regulation.  All  forward-looking
statements  contained  herein are expressly  qualified in their  entirety by the
cautionary statements in this paragraph.

Environmental and Government Compliance and Costs

     Operations of the Company are subject to numerous Federal, state, and local
laws and  regulations  governing the discharge of materials into the environment
or otherwise  relating to environmental  protection.  These laws and regulations
may require the acquisition of a permit before drilling  commences;  restrict or
prohibit the types,  quantities  and  concentration  of  substances  that can be
released  into the  environment  in  connection  with  drilling  and  production
activities;  prohibit or limit drilling activities on certain lands lying within
wetlands  or other  protected  areas;  and impose  substantial  liabilities  for
pollution  resulting from past or present  drilling and  production  operations.
Moreover,  changes in Federal and state environmental laws and regulations could
occur and may result in more stringent and costly  requirements which could have
a  significant  impact  on  the  operating  costs  of  the  Company.  The  state
authorities  regulating oil and gas activities have primary regulatory authority
over environmental matters. In general,  under various applicable  environmental
programs,  the  Company  may be  subject  to  enforcement  action in the form of
injunctions,  cease and desist  orders and  administrative,  civil and  criminal


                                       4
<PAGE>
penalties for violations of environmental  laws. The Company may also be subject
to liability from third parties for civil claims by affected  neighbors  arising
out of a pollution event.  Laws and regulations  protecting the environment may,
in certain circumstances,  impose strict liability rendering a person liable for
environmental  damage  without regard to negligence or fault on the part of such
person.  Such laws and  regulations  may expose the Company to liability for the
conduct of or conditions caused by others, or for acts of the Company which were
in compliance  with all  applicable  laws at the time such acts were  performed.
Management  believes that the Company is in substantial  compliance with current
applicable environmental laws and regulations and that continued compliance with
existing  requirements  will not have a material  adverse impact on the Company.
Insofar as such laws and regulations are expanded, amended or reinterpreted, the
Company is unable to predict the future cost or impact of compliance.

     The primary  environmental,  statutory,  regulatory and safety  regulations
that affect the Company's operations include:

     Oil  Pollution  Act and Clean  Water  Act.  The Oil  Pollution  Act of 1990
("OPA") amends certain  provisions of the Federal Water Pollution Control Act of
1972, commonly referred to as the Clean Water Act ("CWA"), and other statutes as
they  pertain to the  prevention  of and  response to oil spills into  navigable
waters. Under OPA, a person owning a facility or equipment from which there is a
discharge  or threat of a  discharge  of oil into or upon  navigable  waters and
adjoining  shorelines is liable as a  "responsible  party" for removal costs and
damages.  Federal law imposes strict,  joint and several liabilities on facility
owners for containment  and clean-up costs and certain other damages,  including
natural resource damages,  arising from a spill.  Responsible  parties under OPA
include  owners or operators of on-shore or offshore  drilling  facilities.  OPA
requires  responsible  parties to maintain proof of financial  responsibility to
cover some portion of the cost of a potential  spill and to prepare an oil spill
contingency  plan.  Failure to comply  with  these  requirements  or  inadequate
cooperation  in a spill  event  may  subject  a  responsible  party  to civil or
criminal  enforcement  action.  The CWA and  similar  state  laws  regulate  the
discharge of pollutants,  including dredged or fill materials,  to waters of the
United States, including wetlands. A permit is required for such discharges, and
permit  requirements  may result  either in operating  limitations  or treatment
requirements.

     Clean Air Act.  The  operations  of the Company may be subject to the Clean
Air Act ("CAA"),  as amended,  and comparable state statutes.  Amendments to the
CAA contain provisions that may result in the imposition of certain requirements
for air pollution control equipment,  obtaining operating permits and approvals,
and other  emission-related  requirements which may require capital expenditures
by the Company.

     Superfund  The  Comprehensive  Environmental  Response,   Compensation  and
Liability Act ("CERCLA"),  commonly  referred to as the "Superfund" law, imposes
strict,  joint and several  liability on certain classes of persons with respect
to  the  release  or  threatened  release  of  a  hazardous   substance  to  the
environment.  These  persons  include:  (i) the owner and operator of a facility
from which  hazardous  substances  are released;  (ii) owners and operators of a
facility at the time any hazardous substances were disposed; (iii) generators of
hazardous  substances that were released at such facility;  and (iv) parties who
arranged for the  transportation of hazardous  substances to such facility.  The
Company may be responsible under CERCLA for all or part of the costs to clean up
sites at which hazardous substances have been released. Some states have similar
provisions. In certain circumstances, neighbors and other third parties may file
claims  based on common law tort  liability  theories  for  personal  injury and
property  damage  allegedly  caused by the release of hazardous  substances at a
CERCLA site.

     Resource  Conservation  and Recovery  Act.  The  Company's  operations  may
generate  and  result in the  transportation,  treatment  and  disposal  of both
hazardous and nonhazardous  solid wastes that are subject to the requirements of
the Federal Resource Conservation and Recovery Act ("RCRA") and comparable state
and local  requirements.  Although  many of the  Company's  wastes are presently
exempt from requirements  applicable to hazardous  wastes,  legislation has been
proposed in Congress from time to time that would reclassify certain oil and gas
wastes as "hazardous wastes" under RCRA, which  reclassification would make such
solid wastes subject to much more stringent handling,  transportation,  storage,
disposal and cleanup  requirements.  State initiatives to increase regulation of
oil and gas wastes could have a similar impact.

                                       5
<PAGE>
     NORM.  Oil  and  gas  exploration  and  production   activities  have  been
identified as generators of naturally-occurring  radioactive materials ("NORM").
Some states currently regulate the generation, handling and disposal of NORM due
to oil and gas  exploration  and  production  activities.  The Company  does not
believe that its compliance with such regulations will have a material effect on
its  operations  or financial  condition,  but there can be no assurance in this
regard.

 Safety Regulations

     OSHA. The Occupational Safety and Health Act of 1970, as amended,  ("OSHA")
establishes employer responsibilities, including maintenance of a workplace free
of recognized  hazards likely to cause death or serious injury,  compliance with
standards promulgated by the Occupational Safety and Health

     Administration,  and various  record  keeping,  disclosure  and  procedural
requirements.  Various  standards,  including  standards for notices of hazards,
safety in excavation  and  demolition  work,  and the handling of asbestos,  may
apply to the Company's operations.

 Oil and Gas Regulation

     The  Federal  government  and  various  state  and local  governments  have
adopted, and the Company's operations are continuously affected by, numerous and
complex  laws and  regulations  related  to  exploration  and  drilling  for and
production, transportation and marketing of oil and natural gas. State and local
laws and  regulations  usually cover such matters as  permitting  and spacing of
wells, unitization and pooling of oil and gas properties,  maximum and allowable
production rates, environmental protection, pollution control, taxation, bonding
and insurance,  surface restoration,  plugging and abandonment of wells, flaring
of gas,  underground  injection of saltwater and oilfield wastes,  gathering and
transportation  of oil  and  gas and  other  related  matters.  State  laws  and
regulations regarding spacing, unitization and pooling often dictate whether and
how much of the Company's  leases will be entitled to  participate in production
from oil and gas wells in which the Company has invested.  Local governments are
becoming  increasingly  active in regulating oil and gas activities,  especially
activities such as the location, drilling and operation of oil and gas wells and
the construction and operation of pipelines in or near populated areas.

     In 1992, the Federal Energy Regulatory Commission ("FERC") issued Order No.
636, which  generally  required  interstate  pipelines to "unbundle" or separate
their  previously  combined  services  for  purchasing,  transporting,  selling,
gathering and storing natural gas. Currently, producers sell gas at uncontrolled
market prices. The Federal government and various state governments have adopted
laws and regulations  regarding the methods of calculating lease royalties,  the
time by which  proceeds of  production  attributable  to the interests of others
must be paid by producers  and the rights of  producers to suspend  payments for
the proceeds of  production  attributable  to others.  Federal,  state and local
governments and their agencies are constantly  revising the laws and regulations
affecting the oil and gas industry.  Such continuing revisions in Federal, state
and local regulation could affect the operations of the Company.

     The Company's  operations are subject to all of the risks normally incident
to the production of oil and gas, including blowouts, mechanical failure, casing
collapse,  oil spills and fires,  each of which could result in severe damage to
or destruction of oil and gas wells, production facilities or other property, or
injury to persons. The energy business also is subject to environmental hazards,
such as oil spills, gas leaks, and ruptures and discharge of toxic substances or
gases that could expose the Company to  substantial  liability  due to pollution
and  other  environmental  damage.  The  Company  maintains  insurance  coverage
considered  to be customary in the  industry,  either  directly or through third
party operators who are contractually  obligated to provide insurance  coverage.
The Company may not,  however,  be fully insured against certain of these risks,
either because such insurance is not available or because of high premium costs.
The  occurrence of a significant  event that is not fully insured  against could
have a material adverse effect on the Company's financial position.


                                       6
<PAGE>
Oil and Gas Operations (see also Management Discussion and Analysis)

     The Company  realized from the sale of its  production  for the fiscal year
ended March 31, 2001,  $28.68 per barrel of oil and $3.14 per mcf of gas.

Employees, Consultants and Contractors

     The Company  currently has four full-time  employees mainly involved in the
management,  administration  and  investor  relations  aspects of the  Company's
business.  Most of the  engineering  and geology for the  Company's  projects is
performed by consulting  firms, and the actual drilling,  rework and other field
operations performed on a project basis by contractors who bid for the work, the
most cost-effective manner of operation,  as the range of expertise and services
required varies by project and time duration.

     Intermega Energy Ltd. employs 12-15 people in the Jakarta office and in the
field there are approximately 60-70 people employed though a labor contract that
work in the company's Indonesian fields.

     Cambridge Energy employs G & A International, Inc., a petroleum engineering
firm in  Lafayette,  Louisiana,  to  perform  all of the  Company's  engineering
analysis and project design, drilling and rework supervision. In addition, G & A
provide office space and support for the Company's office in Lafayette.  Much of
the  engineering  and geological  analyses are reimbursed on a project basis pro
rata by the working interest partners participating in each project. The Company
also employs an oil and gas accounting firm,  Investors  Petroleum  Consultants,
Inc. in Lafayette,  Louisiana, to provide accounting and disbursement reports on
all of the lease and other royalty and working  interest  percentages of each of
the  company's  projects  as well as to prepare oil and gas  production  revenue
disbursements.

Item 2.  Description of Properties

     The  corporate  offices  of  Cambridge  Energy  Corporation  are in  Cocoa,
Florida,  and consist of approximately 1200 square feet of office space owned by
an officer and  director of the  Company.  The Company has  utilized  this space
since its  inception.  It has paid no lease  payments on this space to date. The
Company is considering leasing larger facilities for its headquarters at another
location.

     The Company also maintains engineering offices in Lafayette,  Louisiana, as
part of its consulting  contract with G & A International,  Inc. for engineering
services.  The  Company  is  obligated  for a fee of  $24,000  per month for the
engineering  services  and office  space and  support,  a portion of which it is
reimbursed as  engineering  costs for each project are attributed to the working
interest partners.

     The Company owns a 14,000 square foot manufacturing  facility in Broussard,
Louisiana,  along  with  machine  equipment,  raw  stock  and  finished  product
inventory,  and  engineering  drawings  for its  product  catalog.  The  Company
currently maintains this property for its own use.


                                       7
<PAGE>
Current Oil and Gas Properties

     Houma Field - Calvert & Todd No. 1 Well: A 12,500' gas well that  Cambridge
Energy  drilled,  completed and brought on line in  Terrebonne  Parish at Houma,
Louisiana.  The  Company  drilled  this  well at the end of 1997 on an  assigned
farmout from UNOCAL.  The natural gas is being sold by contract to Eagle Natural
Gas Company,  and the  oil/condensate is being sold to UNOCAL in accordance with
their  assigned  farmout  agreement with  Cambridge  Energy.  The Company owns a
34.375% working  interest in the well.  Cambridge  Energy is the operator of the
well.

     During the previous fiscal year,  Unocal undertook rework operations on the
Calvert & Todd #13 well, in which the Company has a 4.70217%  working  interest.
The  recompletion was successful and the well has produced more than 250,000 mcf
of gas and 12000 barrels of oil condensate since the recompletion. Unocal is the
operator of this well.

     Houma  Field  Continued  Development:  The Houma  Field  project  initially
consisted  of  two  wells,  one  development  well  to be  drilled  to  gas  and
oil/condensate  that remain in  reservoirs  that produced in wells down dip from
the  Calvert & Todd No. 1  development  well  location or  reservoirs  that were
productive  by log  analysis but never  produced,  and one well to be drilled to
test the up-thrown  untested  fault block on the acreage.  The initial well, the
Calvert & Todd No.1,  described above, was a 12,500' normal pressured  Krumbhaar
Sand test drilled on the crest of a downthrown fault closure to produce bypassed
pay in the First Krumbhaar Sand as well as recoverable  reserves from as many as
five partially depleted  Krumbhaar gas sand reservoirs.  There were also several
Tex. W. and Big (3) Sands that were  logged as pay in the new well.  The company
expects to continue the development and production of this well.

     The  Formation  Test of 4,000 PSI taken in the  Krumbhaar 4 Sand during the
drilling of Calvert & Todd No.1 indicates that a partial water drive has allowed
this reservoir to re-pressure  since the last  production and a P/Z curve allows
the determination of the remaining  reserves in this sand. There was no pressure
data taken in the  Krumbhaar 3 Sand that logged 10' - 14' of net gas pay, nor in
the Krumbhaar 1A Sand that logged 8' of net gas pay. The new well logged 28 feet
of net gas pay with no known  water  level in the Big (3) No. 3 Sand at 11,536'.
The 8950' Sand was shaled out. The Big (3) No.1 Sand that  produced 15.3 billion
cubic  feet  (BCF) in the  Calvert  & Todd No.  14-1  logged as  productive  and
depleted  with a possible  low BHP. The Prentice and 1st Gaidry Sands as well as
the 9600 Foot Sand in the Tex W. interval also logged as productive.  There also
appears to be  production  in other  intervals  that may add to  reserves to the
above  mentioned  reservoirs for a second well to be drilled through the Big (3)
section at the optimum  structural  position  on this  feature.  Completions  in
similar pays in the Big (3) and Tex W. intervals  have had excellent  recoveries
in other wells in the Houma Field. The modern suite of logs that were run in the
Calvert & Todd No. 1 well for porosity and shaley sand resolution (FDC-CNL,  GR,
CAL) defined additional pay zones that have not been produced. A well drilled at
the  apex  of  this  structure  will  penetrate  several  potential   productive
reservoirs that appear anomalous on electric logs of existing wells in the areas
that were  drilled in the 1950s and 1960s.  Cambridge  Energy plans at least one
additional  wells for its farmout  properties at Houma to access proven reserves
identified and logged during the drilling of the Calvert & Todd No. 1 well.

     Big Island Field:  Cambridge Energy expects to continue development of this
property in Rapides Parish,  Louisiana.  Geologically,  the field is situated at
the net oil's edge of a Hudson Sand  channel and  produces  water along with the
oil from this  Wilcox  Sand.  As part of the  continued  development  of the Big
Island Field, this well will be enhanced by equipping it with a larger pump. The
Wilcox  formation  throughout  this  region  produces  water  along with the oil
shortly after being placed on production.  The amount of water  increases in the
later life of the wells.  The Floyd A-1 well should  produce  for another  10-20
years.  The  Company  purchased  a salt water  disposal  well as part of the Big
Island  acreage  that  services  the  Floyd  A-1 well and will  service  the two
additional wells that the Company is preparing to drill on these properties.


                                       8
<PAGE>
     Big Island Field Continued Development. The Big Island and North Big Island
Oil  Fields of North  Central  Louisiana  are  located in  Rapides  and  LaSalle
Parishes,  Louisiana.  Production  from these two fields is  generated  from the
Wilcox formation of Eocene Age, and to a lesser degree from the lower Tuscaloosa
formation.  The Wilcox  formation will be the primary target of the  development
drilling program currently  planned by the Company.  Production in this area was
established  in 1950 by Union  Production  Company,  (now known as Pennzoil) who
along with Crow Drilling & Production  Company,  were instrumental in developing
these  two large  fields.  There  are 11  productive  sands in each of these two
fields that have  produced  nearly 30 million  barrels of oil to date.  The post
production history,  as well as the exploration  techniques employed in drilling
these fields by Union  Production  Company,  and the recent infield  drilling by
other  independent  companies,  suggest  only a  fraction  of the oil  has  been
discovered in or recovered  from these two fields.  The concept of  horizontally
infield  drilling  can be employed in this  program as well as the  targeting of
untapped reservoirs in this region of established production. These efforts will
concentrate  on  horizontally  drilling an up dip  direction  to wells that have
watered out and drilling a channel-sand  type reservoir  between wells that have
ceased to produce because of premature water encroachment.

     The first well will be a 5,800'  straight  hole test  drilled to the Hudson
Sand  reservoir,  where the electric log and side wall cores will  determine the
net feet of oil pay in the drainage area of one or two  horizontal  wells.  This
evaluation  well is also  drilled to  complete  in the 5,200 Foot Sand that also
produced in offset,  down dip of this field. An additional well may be necessary
during the producing life of the first straight hole to  economically  drain the
entire  remaining  reserves in this sand.  The initial  straight  hole well will
evaluate  the net oil  thickness  and other data for the first  horizontal  well
project,  and  the  requirement  for a  second  horizontal  well  later  in  the
productive life of the first horizontal well drilled.

     Donner Field: The Donner Field is located in Terrebone Parrish,  Louisiana,
south of the  Chacahoula  Salt Dome and north of Gibson  Field.  Humble  Oil and
Refining  Company  discovered the Donner Field in 1958 with their  completion of
the No. B-1 Lutcher Moore Lumber  Company  well.  Production of both oil and gas
has been established  from normally  pressured rocks at depths of 12,300 feet to
12,700 feet.  Cumulative production in the field has been in excess of 2,800,000
barrels of oil and 6,5000,000,000 cubic feet of natural gas. Cambridge's initial
development  in this field will  include the  sidetracking  of an orphan well to
recover 1,205,338 barrels of oil and 3,196,057 mcf of natural gas.

     Frenier  Field:  The  Frenier  Field is located  near  LaPlace,  Louisiana,
directly west of New Orleans,  in St. John the Babtist Parish.  The two wells, a
SWD well and a well to be worked over, were drilled by Smith  Producing  Company
and later purchased by Venture Minerals.  Cambridge Energy purchased the leases,
wells and equipment and will re-complete the No. 1 well in an upper zone that is
estimated to produce  130,000  barrels of oil. A lower zone was  producing at 90
BOPD when the well was re-completed in the present completed interval because of
salt-water production. The conversion of the No. 2 well to a SWD well now allows
for an  additional  re-completion  in the lower  sand  that  should  provide  an
additional  100,000  barrels  of  production.  The  lease  may  also  provide  a
development  drilling location that could be high on structure and away from the
drainage areas of the present wells that, according to the geologist's estimate,
could provide another 200,000 barrels of oil.

     Linda A, C/G Field: This field is located on Mainland, Irian Jaya Province,
Indonesia.  The field was  originally  discovered and operated by PERTAMINA Unit
EP-V in 1971. In 1977, the Linda-A  structure had been found and drilled and oil
was located at the LDA-2 well. Further exploration was carried out in 1979 and a
total of eleven  wells  have been  drilled  in the Linda A reef.  In 1982, more
extensive exploration activity resulted in the discovery of Textularis II in the
Linda-C structure.  Well LDC-2 was drilled in 1985 and oil was found in the Kais
formation.  A total of five wells have been  drilled.  The Linda-G reef was also
discovered in 1985 and a total of 4 wells have been drilled.

                                       9
<PAGE>
     Sele  Field:  This  field is  located on  Mainland,  Irian  Jaya  Province,
Indonesia. The field was originally discovered in 1954 with the drilling of well
S-41 to a  depth  of 769  meters.  Further  development  resulted  in two  other
successful wells, S-44 and S-48. Seismic surveys were conducted in 1973 and 1975
and SS-1 was  drilled.  Located  to the  southern  part of the Sele  reef,  SS-1
produced  oil. In 1978 a drilling  program was  initiated  and three  successful
wells were added  including:  SP-1,  SP-3 and SP-4.  Sele Field is pinnacle reef
development  built-up on the Kais  platform  limestone.  A total of 12 wells are
currently  producing.  The Sele reservoir of Cambridge's Sabaku Field is located
on Salawati  Island,  Irian Jaya Province,  Indonesia.  The field was originally
discovered by Phillips  Petroleum  Indonesia in 1974. Well TBN-1 was drilled and
tested at a rate  approaching  12,186 BOPD.  After an eight-day test in December
1975 the water cut increased from dry oil to 80% which could have been caused by
the high rate of production. The field has not been developed further.

     Salawati  Fields A, C, E, and F:  These  fields  are  located  on  Salawati
Island, Irian Jaya Province,  Indonesia.  The field was originally discovered by
Phillips  Petroleum  Indonesia in 1975.  The Salawati A structure  was the first
commercial oil field on the island. Oil production started in November 1977 from
wells A-1,  A-2, A-3 and A-4.  Currently  three wells A-2, A-7 and A-8 are still
producing.  A major  amount of the  field's  oil has been  produced by well A-2,
which still  dominates  present  production.  This field has no initial free gas
cap.  The area extent of the field is  approximately  182 feet.  Oil  production
commenced in Salawati C Field from well C-2 in November  1977. The well is still
producing with gas lift system at a rate of  approximately  225 bopd. This field
has no initial  free gas cap. The field area extent is  approximately  180 acres
with a range  net  oil  column  thickness  of 225  feet.  Salawati  E Field  was
discovered  when drilling E-1 and has been producing  since January 1972. Two of
the five wells are still producing with Reda pumps at a rate of approximately 30
to 40 BOPD and  fluid  production  of about  800-1200  Barrels  of Fluid Per Day
(BFPD) per well. The field area extent is  approximately  171 acres.  Salawati F
Field  commenced  production of well F-1 in December 1977. The well was the only
well  drilled  and is still  producing  with gas lift.  The field area extent is
approximately 33 acres with a range net oil pay thickness of 177 feet.

Item 3.  Legal Proceedings

     The Company is not a party to any pending material legal proceeding. To the
knowledge  of  management,  no federal,  state or local  governmental  agency is
presently  contemplating any proceeding against the Company. To the knowledge of
management,  no director,  executive  officer or  affiliate of the Company,  any
owner of record or beneficially of more than 5% of the Company's common stock is
a party adverse to the Company or has a material interest adverse to the Company
in any proceeding.

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

     None







                                       10
<PAGE>
                                     PART II

Item 5.   Market for Registrant's Common Stock and Related Stockholder Matters

     (a) Market Information

     The Company's common stock is listed on the OTC Bulletin Board of the NASD,
and began  trading on November 24, 1997.  The high and low bid prices at quarter
ending through March 31, 2001, are as follows:

Quarter Ending:
                                              Bid
                                     High               Low
                                    -----              -----
March 31, 1998                      1 1/8              1 1/8
June 30, 1998                       1 7/8              1
September 30, 1998                  1 1/2                3/4
December 31, 1998                   1 1/16             $0.81
March 31, 1999                        7/8               5/16
June 30, 1999                         1/2               7/16
September 30, 1999                    1/2               7/16
December 31, 1999                     9/16               3/8
March 31, 2000                        5/16              5/16
June 30, 2000                        1 1/2             1 1/2
September 30, 2000                   $0.73             11/16
December 31, 2000                    $0.47             $0.42
March 31, 2001                       $0.23             $0.20



     These bid prices were  obtained from OTCBB and do not  necessarily  reflect
actual   transactions,   retail   mark-ups,   mark-downs  or  commissions.   The
transactions include inter-dealer transactions.

     (b) Holders

     As of March 31, 2001, the number of holders of the Company's  common shares
was 153.

     (c) Dividends

     There are presently no material  restrictions that limit the ability of the
Company to pay dividends on common stock. The Company has not paid any dividends
with respect to its common  stock,  and does not intend to pay  dividends in the
foreseeable future.


Item 6.  Management's Discussion and Analysis of Financial Condition
         And Results of Operation

     The Company is engaged in the  exploration  and development oil and natural
gas reserves  through the acquisition  and  development of properties  primarily
with proven reserves.  The Company's  ability to grow shareholder  value through
growth of assets, earnings and cash flows is dependent on its ability to acquire
and develop  commercial  quantities  of oil and natural gas that can be produced
and  marketed  at  a  profit.  Product  prices,  primarily  crude  oil,  dropped
significantly during the Company's fiscal year. This drop has adversely affected
the  revenues  and cash flow of the  company  as well as most  companies  in the
industry.  An additional  effect of this significant drop in prices has been the
reduction of  exploration  and  development  budgets of major oil  companies and
independents,  causing  reduction or  elimination  of new  ventures,  work force
reductions  and  reorganizations.  Such  changes may result in a decrease in the
ability of the Company to solicit  industry  partners to participate in projects
undertaken  by  Cambridge  Energy  Corporation  on a promoted  basis.  They have
resulted  in some  delays by  partners  in making  partner  contributions,  thus
putting additional demands on the Company's cash flow.


                                       11
<PAGE>

     Company  management  has  continued to expand on the elements of its growth
strategies including:

     1.   To actively  pursue  acquisition of significant  producing  properties
          with development  potential which can be exploited with lower cost and
          with lower risk than unproven prospects;

     2.   The selection,  engineering review and rework of workover prospects on
          existing properties to maximize production from existing assets;

     3.   To  continue  to  solicit  institutional  and  industry  partners  for
          promoted  transactions as well as increasing equity and long financing
          to support this expanded level of projects and operations;

     4.   To significantly add to the company's technical  capabilities  through
          the selective addition of technical  personnel and the development and
          acquisition of advanced reservoir and engineering software.


     While  management  believes  that  it  has  worked  toward  the  successful
completion  of this plan,  there can be no assurance  that the intended  results
will be achieved or that funds will be available to accomplish the plan.

Results of Operations

     The necessary financial  information from the Company's foreign subsidiary,
Intermega  Energy,  PTE LTD, was not made  available in sufficient  time for the
Company's auditors to complete the audit report prior to June 30, 2001. Thus the
operation  information  is  not  yet  available  and  will  be  submitted  in an
amendment to this filing.




                                       12
<PAGE>

Liquidity

     The Company  expects to finance  its future  acquisition,  development  and
exploration  activities  through cash flow from  operating  activities,  various
means of corporate  and project  finance and through the issuance of  additional
securities.  In addition,  the Company expects to continue to subsidize drilling
activities  through the sale of participation to industry partners on a promoted
basis,  whereby the Company's  working  interests in reserves and production are
greater than its proportionate share capital costs.

     During Fiscal Year 2001 the Company raised additional capital in the amount
of $152,500  through  private sale of preferred  shares.  Based on  acquisitions
currently in  negotiation,  the Company  expects to undertake the placement of a
significant  financial  institution  credit  facility or other  structured  debt
facility  during the coming fiscal year. This would provide  additional  funding
for  expansion  to be  consistent  with the Company  growth  strategy.  Although
management  believes that this will be  accomplished  during the current  fiscal
year,there  have been delays in the past and there can be no assurance that such
a facility will be  forthcoming  or that  sufficient  funds will be available to
meet the requirements of the Company's growth strategy.

Material Commitments for Capital Expenditures

     The Company has made no additional  material  commitments during the fiscal
year ended March 31, 2001.  Each drilling  and/or rework  project is stand-alone
and  although the Company is in constant  discussion  with  prospective  working
interest partners on each potential project, commitments for the actual drilling
or  rework  and site  preparation  operations  are  generally  not made for each
project  until the Company  has  received  the funds from its  working  interest
partners and the funds for its portion of the working interest are in place. The
leases the Company holds are renewable annually unless "held by production".  If
the leased property has a producing well that is providing  royalty  payments to
the  leaseholders,  then annual lease  payments  and renewals are not  required.
Cambridge  Energy  strives to accomplish the drilling or rework planned for each
property  within the year  first  leased.  When that does not occur,  management
reviews the  potential  of each  property  as its leases  which have come up for
renewal and makes a decision  whether or not to renew each lease in light of the
Company's  business  planning at that time. During fiscal year 2001, the Company
had $10,394 in lease depreciation expenditures.

     The Company has  committed to provide  $500,000 in cash,  plus $250,000 for
the repurchase of certain shares  associated with the  transaction,  to finalize
the payment for the purchase of Indonesian production now under contract,  which
was due on or before  January  4, 1999.  The  transaction  was  closed  with the
exchange of stock  between the Company and the owners of the company  that owned
the  production.  Although  the  certain  monies have been paid on behalf of the
transaction,  the Company is obligated to pay additional  amounts to the sellers
as a part  of  the  transaction.  The  Company  has  under  negotiation  several
facilities  to provide  these funds  however,  it does not have a commitment  in
place and there is no assurance when a commitment will be forthcoming.



                                       13

<PAGE>
Item 7.  Selected Financial Data.

     The necessary financial  information from the Company's foreign subsidiary,
Intermega  Energy,  PTE LTD, was not made  available in sufficient  time for the
Company's  auditors to complete the audit  report  prior to June 30,  2001.  The
Company will be submitting them in an amendment to this filing.

Item 8.  Changes in and Disagreements with Accountants on Accounting
         And Financial Disclosure.

          None

                                    PART III

Item 9.  Directors and Executive Officers of the Registrant

     (a) Identification of Directors and Executive Officers.


     (1)                  (1)                (2)                (3)
     Name                 Age               Term*              Served
---------------           ---               ----               ------
Perry Douglas West                         Elected             Since
Chairman and CEO           54              Annually          Inception

Jonathan E. Bates          42              Elected              1997
Executive Vice President                   Annually


     *All   directors   hold  office  until  the  next  annual  meeting  of  the
stockholders and the election and  qualification of their  successors.  Officers
are elected  annually by the Board of Directors  and serve at the  discretion of
the Board.

     The  following is a brief  description  of the business  background  of the
directors and executive officers of the Company:

     Perry Douglas West, co-founded the Company in April 1996, and has served as
Chairman  of  the  Board,  President  and  Chief  Executive  Officer  since  its
inception.   He  was  Chairman  and  Chief  Executive   Officer  of  Interactive
Technologies Corporation (ITC) from 1995 until January 1998. Mr. West co-founded
American   Financial   Network   in  1985.   He   served   as   Executive   Vice
President/Director and General Counsel of this publicly traded company from 1985
to 1991. He was also  previously a partner in the  consulting  firm of Cambridge
Equity,  Inc.,  which  structured  oil and gas  projects  in  Indonesia.  He was
graduated  with a Bachelor of Arts degree from The Florida  State  University in
1968 and with a Juris Doctorate degree from The Florida State University College
of Law in 1974.

     Jonathan E. Bates,  has been the Company's  Executive Vice President  since
1997  and is  responsible  for  corporate  relations.  Mr.  Bates,  founder  and
president of HB Financial  Services,  Inc.  since 1995.  As the  President of HB
Financial,  Mr. Bates  consulted  with  companies on a broad range of activities
including:   financial  and  organizational  planning,  capital  structures  and
formations,  and negotiating equity and bridge financing  agreements.  Mr. Bates
was a Financial Consultant with Smith Barney, Inc. from 1993-95. Before entering
the  financial  field,  Mr. Bates  consulted  for Wang  Laboratories,  Mead Data
Central,  Information  Builders,  Inc., and Syncsort Inc., marketing application
and system  information  software as well as hardware to corporations  utilizing
medium to large  mainframe  computer  systems.  Mr. Bates graduated in 1984 from
Florida  Atlantic  University  with a  Bachelor  of Science  degree in  Business
Finance and Marketing.

     There are no other significant employees of the business,  and there are no
family  relationships  among  the  directors,   executive  officers  or  persons
nominated or chosen by the Company to become  directors  or executive  officers.
None of the Company's directors,  executive officers or nominees for such office
have been involved in any legal  proceedings  related to bankruptcy of an entity
where  they held such  positions;  nor  charged  or  convicted  in any  criminal
proceedings;  nor  subject  to any order,  judgment,  or decree  permanently  or
temporarily  enjoining,   barring,  suspending  or  other  wise  limiting  their
involvement in any type of business, securities or banking activities; nor found
in any manner  whatsoever  to have  violated a federal  or state  securities  or
commodities law.


                                       14
<PAGE>
Item 10.  Executive Compensation

     Cash Compensation:

     The following table sets forth the aggregate cash  compensation paid by the
Company for services  rendered during the periods indicated to its directors and
executive officers:


                           SUMMARY COMPENSATION TABLE
                           --------------------------

Name & Position         Fiscal Year      Salary      Bonus    Other Compensation
---------------         -----------      ------      -----    ------------------

Perry D. West               1997(1)        -0-        -0-               -0-
Chairman/CEO                1998(2)     $40,615       -0-             $45,000
                            1999(3)     $55,385       -0-               -0-
                            2000(4)     $ 3,692       -0-               -0-
                            2001(5)        -0-        -0-               -0-



1)April 9, 1996 (Inception) - March 31, 1997

2)April 1, 1997 - March 31, 1998

3)April 1, 1998 - March 31, 1999

     Mr.  West  has an  Executive  Compensation  Agreement  in  effect  with the
Company,  approved by the Board of Directors.  This Agreement is for a five year
term,  and is  incentive  based over and above the basic  salary of $150,000 per
annum for Mr. West.  Salary  increases are based on gross revenue  achievements.
The first two full fiscal years' gross  revenue  goals for salary  increases are
$4,000,000,  and  $8,000,000  respectively.  Third,  Fourth and Fifth year gross
revenue  goals will be set by the Board of Directors  prior to the  beginning of
those years.  Additional  benefits  include  medical and dental coverage for Mr.
West and family;  disability  coverage;  vacation;  automobile  or allowance for
automobile; and a death benefit. Mr. West is also entitled to participate in the
Company's Key Employee Stock Option Plan which has been  authorized by the Board
of Directors but not implemented as of the fiscal year ended March 31, 1999. Mr.
West will also be entitled to  participate  in the Company's  401(K)  retirement
plan,  which the  Company  intends to offer to its  employees.  This  employment
contract  may be  terminated  for cause,  and it  provides  for  payments to the
executive  in the  event  there is a change  of  control  of the  Company  which
adversely affects their employment.  Mr. West has agreed to defer all or partial
salary and other benefits from his compensation  agreements  during fiscal years
ended March 31, 1998 and 1999.

3)April 1, 1999 - March 31, 2000

4)April 1, 2000 - March 31, 2001

     The following  table sets forth the options  granted  during the last three
fiscal years to each of the directors and executive officers:

 Option/SAR Grants in Last Fiscal Year   (Individual Grants):

                       Number of       Percent of total
                       Securities        Options/SARs
                       Underlying          granted to                Exercise or
                      Options/SARS       employees in    base price   Expiration
        Name            Granted           fiscal year    ($/Share)       date
       -----          ------------     ----------------  ----------  -----------

Perry D. West          1,000,000            13.60           $ .50     6/09/09
                       1,000,000            13.60           $1.00     6/09/09
                       1,000,000            13.60           $1.50     6/09/09
                         350,000                            $0.59     7/20/05
Jonathan Bates         1,000,000            13.60           $1.50     4/01/03
                       1,000,000            13.60           $1.00     4/01/03
                       1,000,000            13.60           $0.50     4/01/03
                         200,000              2.7           $0.75     4/15/03
                         200,000              2.7           $1.00     4/15/03
                         200,000              2.7           $1.50     4/15/03
                         200,000              2.7           $2.00     4/15/03
                         200,000              2.7           $2.50     4/15/03



     No options  granted to the directors and executive  officers were exercised
during the fiscal year ended March 31, 1998,  1999,  2000 or 2001.


                                       15
<PAGE>
Item 11.   Security Ownership of Certain Beneficial Owners and Management

     (a) Security Ownership of Certain Beneficial Owners

--------------------------------------------------------------------------------
(1)            (2)                      (3)                      (4)
Title of       Name and Address         Amount and Nature        Percent of
Class          of Beneficial Owner      of Beneficial Owner      Class
--------------------------------------------------------------------------------

Common       Lee M. Payne               Former Executive Vice
             1295 Rockledge Drive       President/Director
             Rockledge, Florida 32955   3,192,393 Shares*        16.97

     (b) Security Ownership of Management

     The  following  table  sets  forth  the  share  holdings  of the  Company's
directors and executive  officers as of March 31, 2001, with these  computations
based upon 18,802,382 shares of common stock being  outstanding,  and no options
granted being exercised.

--------------------------------------------------------------------------------
(1)            (2)                      (3)                      (4)
Title of       Name and Address         Amount and Nature        Percent of
Class          of Beneficial Owner      of Beneficial Owner      Class
--------------------------------------------------------------------------------

Common       Perry Douglas West         Chairman and CEO         16.97
             P.O. Box 1656              3,192,393 Shares*
             Cocoa, Florida 32923

Common       Lee M. Payne
             1295 Rockledge Drive
             Rockledge, Florida 32955   3,192,393 Shares**       16.97

Common       Officers and Directors
             as a Group                 6,384,786 Shares         33.95

* Mr. West has  options to purchase  1,000,000  shares of the  Company's  Common
Stock at $.50; 1,000,000 shares at $1.00; and 1,000,000 shares at $1.50 any time
within sixty months of June 9, 1997 when the options were granted.

**After  Mr.  Payne,  a former  officer and  director  of the company  resigned,
several  agreements  were entered  into  between the Company,  Mr. Payne and Mr.
West. The Company  entered into a share purchase  agreement with Mr. Payne dated
October 15, 1998,  for the  purchase of 1,000,000  shares of common stock over a
five year period for a total purchase price of $400,000. On October 7, 1998, the
Company  entered into a  Consulting  Agreement  with Mr. Payne  agreeing for the
payment  of  $5,000.00  per  month  for  consulting  services  up to a total  of
$400,000. It was agreed that all payments made to Mr. Payne under the Consulting
Agreement  referenced above would be considered payment of stock under the share
purchase  agreement.  In  addition,  Mr. Payne and Mr. West entered into a share
purchase  agreement  dated  October 15, 1998 for the  purchase by Mr. West of an
additional  2,000,000  shares of Mr.  Payne's  stock over a period of five years
with 500,000 shares to be purchased at $0.50 per share, 500,000 shares purchased
at $0.75 per share,  500,000  shares  purchased  at $1.00 per share and  500,000
shares purchased at $1.25 per share.

     Management has no knowledge of the existence of any arrangements or pledges
of the  Company's  securities  which may  result in a change in  control  of the
Company.

     (c) Beneficial  Ownership  Reporting  Compliance  reported in Form 3 by Mr.
West was filed, but was filed late.  There were no transactions  reported by Mr.
West





                                       16

<PAGE>

Item 12.  Certain Relationship and Related Transactions

     Shareholder  Loans.  During the fiscal  year  ending  March 31,  2001,  the
executive  officer and director of the Company,  Mr. West, had shareholder loans
repaid by the Company for totaling $11,181, for a total outstanding  shareholder
loans of $88,425.  These amounts were initially loaned at no interest,  and will
be reimbursed at such time as cash flow permits.

     Other   Material   Transactions.   With  the  exception  of  the  Executive
Compensation  Agreements and the Executive  Stock Option  Agreements of Mr. West
and Mr.  Payne,  there  have been no  material  transactions,  series of similar
transactions  or  currently  proposed  transactions  to which the Company or any
officer, director, their immediate families or other beneficial owner is a party
or has a material interest in which the amount exceeds $60,000.















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                                     PART IV

Item 13.  Exhibits, Financial Statement Schedules  and Reports on Form 8-K



                               EXHIBIT INDEX

(a.)     Exhibit                                                          Page
                                                                          ----

3.1      Articles of Incorporation, Charter and By-Laws                    (1)

10.1     Agreement between Cambridge Energy Corporation and
          Intermega Energy PTE. and F.K. Ho                                (2)

------------

     (1) This  exhibit was  previously  filed as an exhibit to the  Registrant's
     Form 10 filed October 9, 1998 and is herein incorporated by reference.

     (2) This  exhibit was  previously  filed as an exhibit to the  Registrant's
     Form 10K-SB filed August 20, 1999 and is herein incorporated by reference.



(b.)     Reports on Form 8-K.

         None.


























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<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing and has duly caused this  registration  statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Cocoa, State of Florida, on July 16, 2001.



                                    CAMBRIDGE ENERGY CORPORATION


                                     By:  /s/ Perry Douglas West
                                       -------------------------
                                         Perry Douglas West
                                         Chairman and Chief Executive Officer













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