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, 2003


/ /     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) 636-5804

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 estimate revenues for its recent fiscal year. $1,493

     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
August 15, 2003: $190,734.

     As of March 31, 2003 there were outstanding  20,665,818 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, 2003

                                TABLE OF CONTENTS


                                                                         Page



                                     PART I

Item 1. Business .......................................................  3

Item 2. Properties .....................................................  8

Item 3. Legal Proceedings ..............................................  8

Item 4. Submission of Matters to a Vote of Security Holders ............  8



                                     PART II

Item 5. Market for Registrant's Common Stock and
          Related Stockholder Matters ..................................  9

Item 6. Management's Discussion and Analysis of Financial
          Condition and Results of Operations ..........................  9

Item 7. Selected Financial Data ........................................  12

Item 8. Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure ..........................  27



                                    PART III

Item 9.  Directors and Executive Officers of the Registrant ............  27

Item 10. Executive Compensation ........................................  28

Item 11. Security Ownership of Certain Beneficial
          Owners and Management ........................................  30

Item 12. Certain Relationships and Related Transactions ................  30



                                     PART IV

Item 13. Exhibits, Financial Statement Schedules and
          Reports on Form 8-K ..........................................  31

SIGNATURE ..............................................................  32








<PAGE>
                                  DEFINITIONS


     The terms below are used in this document and have specific SEC definitions
as follows:

     Proved oil and gas reserves.  Proved oil and gas reserves are the estimated
quantities of crude oil and natural gas liquids which geological and engineering
data  demonstrate  with  reasonable  certainty to be recoverable in future years
from known reservoirs under existing  economic and operating  conditions,  i.e.,
prices  and  costs  as  of  the  date  the  estimate  is  made.  Prices  include
consideration  of  changes  in  existing  prices  provided  only by  contractual
arrangements, but not on escalations based upon future conditions.

     Proved  developed  oil  and  gas  reserves.  Proved  developed  oil and gas
reserves are  reserves  that can be expected to be  recovered  through  existing
wells with  existing  equipment and operating  methods.  Additional  oil and gas
expected to be obtained  through the  application  of fluid  injection  or other
improved recovery  techniques for implementing the natural forces and mechanisms
of primary  recovery  is  included  as "proved  developed  reserves"  only after
testing by a pilot  project or after the  operation of an installed  program has
confirmed through production response that increased recovery will be achieved.

     Proved  undeveloped  reserves.  Proved undeveloped oil and gas reserves are
reserves that are expected to be recovered from new wells on undrilled  acreage,
or from  existing  wells where a relatively  major  expenditure  is required for
recompletion.  Reserves on undrilled  acreage is limited to those drilling units
offsetting  productive  units that are  reasonably  certain of  production  when
drilled.  Proved reserves for other undrilled units is claimed only where it can
be  demonstrated  with certainty that there is continuity of production from the
existing productive  formation.  Under no circumstances are estimates for proved
undeveloped  reserves  attributable  to any acreage for which an  application of
fluid injection or other improved  recovery  technique is  contemplated,  unless
such  techniques  have been proved  effective by actual tests in the area and in
the same reservoir.

As used in this Form 10-K:

         "Mcf" means thousand cubic feet,
         "MMcf" means million cubic feet,
         "Bcf" means billion cubic feet,
         "Tcf" means trillion cubic feet,
         "Bbl" means barrel,
         "MBbls" means thousand barrels,
         "MMBbls" means million barrels,
         "BOE" means equivalent barrels of oil,
         "MBOE" means thousand equivalent barrels of oil and
         "MMBOE" means million equivalent barrels of oil.

     Unless otherwise indicated in this Form 10-K, gas volumes are stated at the
legal  pressure  base of the state or area in which the reserves are located and
at 60/o/ Fahrenheit. Equivalent barrels of oil are determined using the ratio of
5.5 Mcf of gas to 1 Bbl of oil.

     The term  "gross"  refers to the total  acres or wells in which the Company
has a working  interest,  and "net" refers to gross acres or wells multiplied by
the percentage  working interest owned by the Company.  "Net  production"  means
production  that is owned by the  Company  less  royalties  and  production  due
others.






                                       1

<PAGE>

            CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS


This document contains forward-looking  statements within the meaning of Section
27A of the Securities  Act and Section 21E of the Exchange Act. All  statements,
other than  statements  of  historical  facts,  included in or  incorporated  by
reference into this Form 10-K which address  activities,  events or developments
which the  Company  expects,  believes or  anticipates  will or may occur in the
future  are  forward-looking   statements.   The  words  "believes,"  "intends,"
"expects,"  "anticipates,"   "projects,"  "estimates,"  "predicts"  and  similar
expressions are also intended to identify forward-looking statements.

These forward-looking  statements include, among others,  statements concerning:
expectations,   anticipations,  beliefs,  estimations,  projections,  and  other
similar matters that are not historical facts, including such matters as: future
capital,  development and exploration expenditures (including the timing, amount
and  nature  thereof),  drilling  and  reworking  of  wells,  reserve  estimates
(including  estimates of future net revenues  associated  with such reserves and
the present  value of such future net  revenues),  future  production of oil and
gas,  repayment  of debt,  business  strategies,  oil and gas prices and demand,
exploitation and exploration prospects,  and other development trends of the oil
and gas industry, and expansion and growth of business operations.

These  statements  are based on certain  assumptions  and  analyses  made by the
management  of  Cambridge  Energy  Corporation  ("Cambridge")  in  light  of its
experience  and its  perception of historical  trends,  current  conditions  and
expected  future   developments  as  well  as  other  factors  it  believes  are
appropriate in the circumstances.

Cambridge cautions the reader that these forward-looking  statements are subject
to risks and  uncertainties,  including  those  associated  with:  the financial
environment,  general economic,  market and business conditions,  the regulatory
environment,  business  opportunities  that may be  presented  to and pursued by
Cambridge,   changes  in  laws  or  regulations   exploitation  and  exploration
successes,  availability to obtain additional financing on favorable conditions,
trend  projections,  and other  factors,  many of which are  beyond  Cambridge's
control  that could cause  actual  events or results to differ  materially  from
those  expressed  or implied  by the  statements.  Such risks and  uncertainties
include  those risks and  uncertainties  identified  in the  Description  of the
Business and Management's  Discussion and Analysis sections of this document and
risk  factors  discussed  from time to time in the  Company's  filings  with the
Securities and Exchange Commission.

Significant factors that could prevent Cambridge from achieving its stated goals
include: the inability of Cambridge to obtain financing for capital expenditures
and  acquisitions,  declines in the market  prices for oil and gas,  and adverse
changes in the regulatory environment affecting Cambridge.

The cautionary  statements  contained or referred to in this document  should be
considered in connection  with any  subsequent  written or oral  forward-looking
statements  that may be issued by  Cambridge  or persons  acting on its or their
behalf.

Cambridge  undertakes  no  obligation  to release  publicly any revisions to any
forward-looking  statements to reflect  events or  circumstances  after the date
hereof or to reflect the occurrence of unanticipated events.






                                       2
<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 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  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.


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.  The  Company  intends  to  pursue  a  diversified   inventory  of
exploratory and development  prospects.  The current prospect portfolio includes
low to medium 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.  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 will be drilled by the Company or if drilled,
will return all or any portion of the related investment.  The cost of drilling,
completing and operating  wells is often  uncertain and cost overruns can occur.
If undertaken, 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.

                                       3

<PAGE>

     The Company had  previously  acquired an interest in a small field with one
shut in well in St.  John  the  Baptist  Parish  Louisiana.  This  interest  was
acquired in exchange for a portion of the future  production from the well. When
development  funds for this well were not forthcoming  the Company  released the
leases on the  property.  The sellers  asserted and perfected a claim for future
production  in the amount of  $288,000.  The company is  asserting a set off for
monies it claims are due under a separate operating agreement.  In addition, the
Company has incurred  costs on this  property for  equipment  and  environmental
clean up in the  amount  of  $1,055,376.  It has  made a claim  to the  National
Pollution Funds Center for  reimbursement  of certain of these expenses.  All of
these claims remain pending. During the present fiscal year, the second mortgage
holder began litigation related to his claim for $300,000.

     The company discontinued its limited wellhead services operations under its
subsidiary  Triton  Wellhead in 1999 During the previous  year, the property was
sold to liquidate certain debt secured by the facility in the amount of $325,000
There is an additional  $443,000 in  indebtedness  associated  with the property
which is now due.  The  Company  has  asserted  a setoff  claim in the amount of
$143,000  against this amount as well as asserting a claim to recover the amount
of $1,100,000. All of these claims except for the first are still pending.

     During the fiscal year, the Company  continued to suffer from  deficiencies
in working and investment capital,  resulting primarily from the non-performance
of various investment banking firms which the Company has retained.  The Company
has cancelled certain of these investment  banking  agreements and is attempting
to recover some of the fees paid.

     The Company's  future  performance  depends upon its ability to acquire and
develop additional oil and gas reserves that are economically recoverable and to
acquire capital  therefore.  To the extent that capital becomes available to the
company  it  intends to  continue  its  acquisition,  development  and  drilling
activities.   The  Company   continues  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, and capital the Company's reserves and operations 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 may elect to own less than 100% of the working interest in some
of 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

                                       4
<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.

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
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.


                                       5
<PAGE>
     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.

     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.

                                       6
<PAGE>
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.

Oil and Gas Operations (see also Management Discussion and Analysis)
--------------------------------------------------------------------

     The Company conducted no oil and gas operations during the year.


Employees, Consultants and Contractors
--------------------------------------

     The Company  currently  has no full-time  employees.  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.

                                       7
<PAGE>
     In the past the Company has employed 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.  A
portion of the engineering  and geological  analyses are reimbursed on a project
basis pro rata by the working interest  partners  participating in each project.
There are no current project in place.


Item 2. Description of Properties

     The company has no property.


Item 3.  Legal Proceedings

     At March 31, 2003, the Company was a party to the legal proceedings set out
below. To the knowledge of management,  no federal,  state or local governmental
agency is presently contemplating any proceeding against the Company.

     During the fiscal year 2002, Mineral Ventures,  Inc. asserted and perfected
a claim in District  Court in New  Orleans,  Louisiana in the amount of $288,400
for future  production  payments from  property in St. John the Baptist  Parish,
Louisiana  previously  sold by Mineral  Ventures,  Inc. to a  subsidiary  of the
Company, Cambridge Offshore LLC. The Company has claimed inadequate service with
regard to this claim and is asserting  claims against Mineral Ventures Inc. in a
separate  claim  under a separate  agreement  in the amount of  $292,055.  These
matters remain pending.

     Dwayne Bergeron has asserted and perfected a claim against real estate of a
subsidiary,   Assure  Inc.  in  District  Court  in  Lafayette,   Louisiana  for
obligations  against the property which totaled $329,000.  There remains a claim
by Mr.  Bergeron  against  the  Company,  its  subsidiary  and a  principal  (on
guarantees) for additional interest,  fees and costs. The Company has asserted a
claim for $133,000 paid against these  obligations and for losses related to the
property in excess of $1 million. These claims remain pending.

     During  the  fiscal  year,  Larry  Hopfinspirger  initiated  a claim  on an
outstanding  promissory note in the amount of $300,000  secured by property of a
subsidiary and a principal, against the Company and the principal on a guarantee
in the Circuit  Court of Brevard  County,  Florida.  The Company has  asserted a
defense of usury and  liquidation of collateral in a  commercially  unreasonable
manner. This matter remains pending.

     During the fiscal  year,  Larry Adams  initiated a claim on an  outstanding
promissory  note in the amount of $15,000 secured by shares of the company and a
principal,  against the Company and the  principal on a guarantee in the Circuit
Court of Broward County,  Florida.  The Company has asserted claims of breach of
contract  against  Mr.  Adams and a partner  and  further  asserted a defense of
usury. This matter remains pending.

     During  the  fiscal  year  Mr.  Charles  Christie  perfected  a claim  on a
promissory  note against the Company in the amount of $22,000  plus  interest in
Lake County Circuit Court. This amount remains outstanding.

     Moncla Drilling,  Inc. had previously perfected a claim against the Company
in the  approximate  amount of $168,000 in the State of  Louisiana.  In addition
claims have been  perfected in the State of Louisiana by Proven Fuels,  Inc. and
by Hibernia Bank N.A..  The Company did not appear in any of these  proceedings.
There may be other claims such as vendor claims which remain  pending but which,
prior to 2002, the company considered to be non material amounts,  the status of
which the company is unaware.

     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








                                        8
<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, 2003, are as follows:

Quarter Ending:
                                              Bid
                                     High               Low
                                    -----              -----
June 30, 2001                        $0.16             $0.15
September 30, 2001                   $0.05             $0.05
December 31, 2001                    $0.03             $0.03
March 31, 2002                       $0.05             $0.05
June 30, 2002                        $0.09             $0.06
September 30, 2002                   $0.04             $0.01
December 31, 2002                    $0.03             $0.01
March 31, 2003                       $0.02             $0.01


     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, 2003, the number of holders of the Company's  common shares
was 175.

     (c) Dividends

     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  of 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.

     The Company's ability to accomplish this growth has been adversely affected
by a significant  reduction in the availability of investment  capital,  brought
about by the  significant  declines  in the economy  over the past three  fiscal
years. In spite of having significant acquisition  opportunities over the fiscal
year,  the Company was not able to avail itself of sufficient  funds to complete
any of the opportunities.



                                        9
<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;


     While management 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
---------------------

Twelve months ended March 31,2003 compared to twelve months ended March 31,2002.

     The Company  recorded a net loss of  $491,095  for the year ended March 31,
2003 down from $8,680,542 for the year ended March 31, 2002.  Revenues decreased
to $1,493 compared to $17,270 the previous year due to the loss of the Company's
international  production.  General and  Administrative  expenses  decreased  to
$148,994 compared to $578,850 for the previous year.


Liquidity
---------

     The Company  expects to finance  its future  acquisition,  development  and
exploration  activities  through  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.  Although  the  Company  still  believes  that  there are
significant  mechanisms to raise  capital,  there is no assurance that any funds
will be forthcoming from any of these sources.


                                       10
<PAGE>

     At the end of the previous  fiscal year, the Company  purchased an interest
in a geo thermal  power firm,  North  American  GeoPower,  Inc. in exchange  for
shares of a  subsidiary,  Cambridge  Power  Corporation.  Although  there was no
material impact on the Company's financial statements, a number of events in the
power industry including the legislative mandate of alternative energy use and a
general emphasis on alternative energy production,  made this an opportunity for
the Company to increase its shareholders value. The Company has declared a stock
dividend and  distributed  these  shares to its  shareholders.  In addition,  an
agreement with North American GeoPower,  Inc. provides for the future payment of
up to $504,000 to the Company in exchange for its participation. The Company has
not yet  received  any funds and there is no  assurance  that any funds  will be
received from this agreement.

     During Fiscal Year 2003 the Company raised additional capital in the amount
of $25,000 through loans from  shareholders.  There have been delays in the past
in raising  equity  capital 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, 2003.  Each drilling  and/or rework  project is stand-alone
and although the Company is in  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. 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 2003, the Company had $957 in
lease depreciation expenditures.






                                       11
<PAGE>
Item 7.  Selected Financial Data.

                                MICHAEL F. CRONIN
                           Certified Public Accountant
                             1574 Eagle Nest Circle
                          Winter Springs, Florida 32708
                                 (407) 977-9057


                          REPORT OF INDEPENDENT AUDITOR


Board of Directors and Stockholders
Cambridge Energy Corporation and subsidiaries
Cocoa, Florida

I have audited the accompanying  consolidated balance sheets of Cambridge Energy
Corporation  and  subsidiaries  as of March 31,  2003 and 2002,  and the related
consolidated statements of operations, stockholders' deficit, and cash flows for
the years then ended.  These financial  statements are the responsibility of the
Company's  management.  My  responsibility  is to  express  an  opinion on these
consolidated  financial statements based on my audit.

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

In my opinion,  the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Cambridge  Energy  Corporation and  subsidiaries at March 31, 2003 and 2002, and
the  consolidated  results of their operations and cash flows for the years then
ended in conformity with accounting  principles generally accepted in the United
States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 9 to the
financial statements, the Company suffered net losses of $491,095 and $8,169,879
for the years ended March 31, 2003 and 2002,  respectively.  At March 31,  2003,
the  Company  has  a  working  capital  deficit  and  stockholders'  deficit  of
$4,326,546.  These matters coupled with a lack of assets raise substantial doubt
about the Company's ability to continue as a going concern.  Management's  plans
in regard to these matters are described in Note 9. The  accompanying  financial
statements do not include any  adjustments  relating to the  recoverability  and
classification  of asset carrying  amounts or the amount and  classification  of
liabilities  that might  result  should the  Company be unable to  continue as a
going concern.



/s/ Michael F Cronin
--------------------
Michael F. Cronin
Certified Public Accountant
Winter Springs, Florida
August 11, 2003


                                       12
<PAGE>

<TABLE>
<CAPTION>
                                          CAMBRIDGE ENERGY CORPORATION
                                                 AND SUBSIDIARIES

                                           CONSOLIDATED BALANCE SHEETS
                                             MARCH 31, 2003 AND 2002


                                                      Assets
                                                      ------
                                                                               2003                  2002
                                                                               ----                  ----
<S>                                                                   <C>                    <C>
Current assets:

         Cash                                                            $           -         $       5,291
         Accounts receivable, trade                                                  -                 5,290
         Prepaid expenses                                                            -                25,987
                                                                         -------------         -------------
                  Total current assets                                               -                36,568
                                                                         -------------         -------------

         Oil and gas interests, proved properties, net                               -               250,734
                                                                         -------------         -------------
                  Total Assets                                           $           -         $     287,302
                                                                         =============         =============

</table>
<TABLE>
<CAPTION>

                                         Liabilities and Stockholders' Deficit
                                         -------------------------------------


                                                                                2003                 2002
                                                                                ----                 ----

                                                                     <c>                   <c>
Current liabilities:

         Accounts payable, trade                                          $  2,050,165          $  2,040,464
         Accrued expenses                                                      898,986               845,187
         Loans from stockholders                                               423,897               379,013
         Notes payable                                                         953,498               990,698
                                                                          ------------          ------------
                  Total current liabilities                                  4,326,546             4,255,362
                                                                          ------------          ------------

Stockholders' equity:

         Preferred stock, $ .0001 par value,
             25,000,000 shares authorized, 2,572,341
             and 2,572,341 shares issued and outstanding
             respectively                                                    7,678,429            7,678,428
         Common stock, $ .0001 par value,
             50,000,000 shares authorized,
             20,665,818 and 18,208,173 shares
             issued and outstanding, respectively                                2,066                 1,821
         Paid in capital in excess of par                                    2,033,128             1,900,764
         Accumulated deficit                                              ( 13,502,516)         ( 13,011,421)
         Treasury stock                                                   (    537,653)         (    537,653)
                                                                         -------------          ------------
                  Total Stockholders' Deficit                             (  4,326,546)         (  3,968,060)

                                                                         -------------          ------------
                  Total Liabilities and Stockholders' Deficit            $           -         $     287,302
                                                                         =============          ============








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

                                                            13
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                               CAMBRIDGE ENERGY CORPORATION
                                                     AND SUBSIDIARIES

                                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                   FOR THE YEARS ENDED MARCH 31, 2003 AND MARCH 31, 2002


                                                                               2003                  2002
                                                                               ----                  ----

                                                                    <c>                    <c>
Revenues:
         Oil and gas sales, net of royalties                             $       1,493         $      16,010
         Lease operating and other income                                            -                 1,260
                                                                         -------------         -------------
                                                                                 1,493                17,270
                                                                         -------------         -------------
Operating expenses:
         Production costs                                                        1,368               766,772
         General and administrative                                            188,966               578,850
         Depletion                                                                   -                21,275
         Depreciation                                                              957                29,994
                                                                         -------------         -------------
                                                                               191,292             1,396,891
                                                                         -------------         -------------
Operating loss                                                            (    189,799)         (  1,379,621)

Interest expense                                                          (     51,520)         (     60,114)

Loss on disposal of assets                                                (    249,776)         (  6,790,257)
                                                                         -------------         -------------
Net loss before taxes                                                     (    491,095)         (  8,229,992)

Provision for income taxes                                                           -                     -
                                                                         -------------         -------------
Net loss                                                                 $(    491,095)        $(  8,229,992)

Preferred stock dividends                                                            -        $(     30,550)
                                                                         -------------         -------------

Net loss attributable to common stockholders                             $(    491,095)        $(  8,260,542)
                                                                         =============         =============



Weighted average number of common shares
outstanding:                                                                20,325,809            19,481,161
                                                                         =============         =============

Net loss per common share:
         Basic & Diluted                                                 $      ( 0.02)        $     ( 0.42)
                                                                         =============         =============








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


                                                        14
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                       CAMBRIDGE ENERGY CORPORATION
                                                             AND SUBSIDIARIES
                                              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                FOR THE YEARS ENDED MARCH 31, 2003 AND 2002




                           Preferred Stock       Common Stock       Add'l Paid-  Accumulated        Treasury Stock
                           Shares    Amount     Shares     Amount   In Capital    Deficit         Shares       Amount        Total
                          --------  --------  ----------  -------  ----------   ------------    ---------   ----------  ------------
<S>                      <C>       <C>       <C>        <C>      <C>           <C>           <c>           <c>

Balance at 3/31/01        159,500   $479,906  18,142,382  $ 1,814  $8,854,230   $(4,750,879)      89,582    $( 35,833)  $ 4,549,238

Issuance of common stock
  for cash                                        10,000        1       4,999                                                 5,000
Issuance of common stock
  for services                                 2,602,481      260      78,909                                                79,169
Issuance of common stock
  for payment of accounts
  payable                                        286,600       29      39,443                                                39,472
Issuance of common stock
  for repayment of loan                          266,710       27      53,315                                                53,342
Issuance of preferred
  stock for cash           20,000     20,000                                                                                 20,000
Reacquired shares on
  disposal of Crowley                         (3,100,000)    (310)   (155,000)                                             (155,310)
Reacquired shares held
  in treasury-Intermega                                                                          1,950,339   (501,820)     (501,820)
Issuance of AA preferred
  stock for Glass
  Mountain acquisition  2,392,841  7,178,523                       (6,975,132)                                              203,391
Dividends on preferred
  stock                                                                             (30,550)                                (30,550)
Net loss                                                                         (8,229,992)                             (8,229,992)
                        --------- ----------  ----------  -------  ----------   ------------    ----------- ----------  ------------
Balance at 3/31/02      2,572,341 $7,678,429  18,208,173  $1,821    1,900,764   (13,011,421)     2,039,921  $(537,653)  $(3,968,060)

Issuance of common stock
  for services                                 2,457,645     245      132,364                                               132,609
Net loss                                                                          (491,095)                                (491,095)
                        --------- ----------  ----------  -------  ----------   ------------    ----------- ----------  ------------
Balance at 3/31/03      2,572,341 $7,678,429  20,665,818  $2,066    2,033,128   (13,502,516)     2,039,921  $(537,653)  $(4,326,546)









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

                                                                15
</TABLE>
<PAGE>

<table>
<caption>
                                           CAMBRIDGE ENERGY CORPORATION
                                                 AND SUBSIDIARIES

                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                               FOR THE YEARS ENDED MARCH 31, 2003 AND MARCH 31, 2002



                                                                              2003                   2002
                                                                              ----                   ----


                                                                   <c>                     <c>
Cash Flows From Operating Activities:


         Net loss                                                       $   (491,095)           $ (8,229,992)
         Loss on disposal of assets                                          249,776               6,790,257
         Depreciation and depletion                                              958                  51,269
         Bad debt expense                                                      5,290                       -
         Common stock issued for services                                    132,609                       -
         Cash surrendered upon disposal of subsidiary                              -              (  407,204)
         Write down of prepaid expenses                                       25,987                 121,654
         (Increase) decrease in accounts receivable, trade                         -                     258
         (Increase) decrease in prepaid expenses                                   -                 119,370
         Increase (decrease) in accounts payable, trade                        9,701               1,173,346
         Increase (decrease) in accrued expenses                              53,799                       -
                                                                        -------------           -------------
            Net cash used in operating activities                      $     (12,975)           $(   381,042)

Cash Flows From Financing Activities:

         Advances from stockholders                                           44,884                       -
         Dividends paid                                                            -             (    30,550)
         Proceeds from sale of common stock                                        -                   5,000
         Proceeds from sale of preferred stock                                     -                  20,000
         Payments on long-term debt                                          (37,200)            (    45,864)
                                                                        -------------           -------------
            Net cash used in financing activities                              7,684            $(    51,414)

            Net increase in cash                                              (5,291)            (   432,456)

            Cash, beginning of period                                          5,291                 437,747
                                                                        -------------           -------------
            Cash, end of period                                        $           -            $      5,291
                                                                        =============           =============









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

                                                        16


</table>
<PAGE>
                           CAMBRIDGE ENERGY CORPORATON
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and business
-------------------------

     Cambridge Energy Corporation (the Company) was incorporated in the state of
Nevada on April 9, 1996.  The  Company  is an  independent  oil and gas  company
engaged in the  exploration  and development of domestic oil and gas properties.
It had  previously  owned  oil  and  gas  properties  in  Louisiana,  Texas  and
Indonesia.  Through March 2000, the Company also  manufactured  certain wellhead
control devices. As of March 31, 2003, the Company had no active operations.


Principles of consolidation
---------------------------

     The  accompanying  consolidated  financial  statements  include the general
accounts of the Company and its wholly  owned  subsidiaries.  All  inter-company
transactions  and accounts have been  eliminated in the  consolidation  and each
subsidiary corporation has a fiscal year end of March 31.


Method of accounting for oil and gas properties
-----------------------------------------------

     The Company uses the  successful  efforts  method of accounting for oil and
gas producing activities,  as set forth in the Statement of Financial Accounting
Standards No. 19, as amended.  Costs to acquire mineral interests in oil and gas
properties,  to drill and equip exploratory wells that find proved reserves, and
to drill and equip development wells are capitalized. Costs to drill exploratory
wells that do not find proved  reserves,  geological and  geophysical  costs and
costs of carrying and retaining unproved properties are expensed as incurred.

     Unproved  oil and gas  properties  that are  individually  significant  are
periodically  assessed for impairment of value,  and a loss is recognized at the
time of impairment by providing a valuation allowance. Other unproved properties
are  amortized  based on the Company's  experience  of  successful  drilling and
average holding period.  Capitalized  costs of producing oil and gas properties,
after  considering  estimated  dismantlement and abandonment costs and estimated
salvage values, are depreciated and depleted by the  unit-of-production  method.
Support  equipment  and other  property  and  equipment  are carried at cost and
depreciated over their estimated useful lives.

     On sale or retirement of a complete unit of a proved property, the cost and
related  accumulated  depreciation,  depletion,  and amortization are eliminated
from the property  accounts,  and the resultant gain or loss is  recognized.  On
retirement or sale of a partial unit of proved property,  the cost is charged to
accumulated  depreciation,  depletion, and amortization with a resulting gain or
loss recognized in income.

     On sale of an entire  interest  in an  unproved  property  for cash or cash
equivalent,  gain or loss on the sale is recognized,  taking into  consideration
the  amount  of any  recorded  impairment  if the  property  has  been  assessed
individually.  If a partial interest in an unproved property is sold, the amount
received is treated as a reduction of the cost of the interest retained.



                                       17

<PAGE>
                           CAMBRIDGE ENERGY CORPORATON
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Inventories
-----------

     Inventories are carried at the lower of cost (specific  identification)  or
net realizable value and include materials and supplies related to the Company's
oil and gas support equipment.

Property and equipment
----------------------

     Property and  equipment are stated at cost less  accumulated  depreciation.
Depreciation of property and equipment is being provided by accelerated  methods
for financial and tax reporting  purposes over estimated useful lives of five to
seven years.


Management estimates
--------------------

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Cash flows
----------

     For purposes of the statement of cash flows,  cash includes demand deposits
and time  deposits  with  maturities  of less  than  three  months.  None of the
Company's cash is restricted.

Impairment of long-lived assets
-------------------------------

     The  Company  has  adopted  Statement  of  Financial  Accounting  Standards
("SFAS") No. 121,  "Accounting  for the Impairment of Long-Lived  Assets and for
Long-Lived  Assets to Be Disposed  Of." This  Statement  establishes  accounting
standards  for  the  impairment  of  long-lived  assets,   certain  identifiable
intangibles  and  goodwill  related  to those  assets to be held and  used,  and
long-lived  assets and certain  identifiable  intangibles to be disposed of. The
Company  periodically  evaluates,  using  independent  appraisals  and projected
undiscounted cash flows, the carrying value of its long-lived assets and certain
identifiable  intangibles  to be held and used  whenever  events or  changes  in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.  In addition,  long-lived assets and identifiable intangibles to be
disposed of are reported at the lower of carrying  value or fair value less cost
to sell.

     As indicated in "Recent Accounting Pronouncements", below, the company will
adopt Statement of Financial  Accounting  Standards ("SFAS") No. 144 "Accounting
for the  Impairment  or  Disposal of  Long-Lived  Assets"  (SFAS 144).  SFAS 144
addresses  financial  accounting and reporting for the impairment or disposal of
long-lived assets and supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived  Assets  and  for  Long-Lived  Assets  to be  Disposed  Of,"  and the
accounting  and  reporting  provisions  of APB  Opinion No. 30,  "Reporting  the
Results  of  Operations  Reporting  the  Effects of  Disposal  of a Segment of a
Business.  SFAS 144 is effective for fiscal years  beginning  after December 15,
2001.




                                       18
<PAGE>
                           CAMBRIDGE ENERGY CORPORATON
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Net loss per share
------------------

Basic  loss per  share  amounts  are  computed  by  dividing  the net loss  plus
preferred  stock  dividends  by the  weighted  average  number of common  shares
outstanding.

     For the years ended March 31, 2003 and 2002,  basic loss per share  amounts
are based on 20,325,809 and 19,481,161  weighted  average shares of common stock
outstanding, respectively.


Recent Accounting Pronouncements

     In June, 2001, the Financial Accounting Standards Board issued Statement of
Financial  Standards No. 141, "Business  Combinations"  (SFAS 141), and No. 142,
"Goodwill and Other  Intangible  Assets"  (SFAS 142).  SFAS 141 is effective for
business  combinations  completed after June 30, 2001, and SFAS 142 is effective
for  fiscal  years  beginning  after  December  15,  2001 (with  early  adoption
permitted under certain circumstances).

     SFAS 141 proscribes the exclusive use of the purchase  method of accounting
for all  business  combinations  subsequent  to the  effective  date.  SFAS  142
mandates that acquired  goodwill and intangible assets deemed to have indefinite
lives will no longer be amortized.  Rather,  goodwill and these intangibles will
be subject to regular  impairment  tests in accordance  with SFAS 142. All other
intangible  assets will  continue to be amortized  over their  estimated  useful
lives.

     We do not expect SFAS 141 to have a material effect on future operations as
our policy has always been to structure  acquisitions  using the purchase method
of accounting.

     In June 2001, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No.  143,  "Accounting  for  Asset  Retirement
Obligations" (SFAS 143). SFAS 143 addresses  financial  accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the  associated  retirement  costs.  SFAS 143 is effective  for the fiscal years
beginning after June 15, 2002.

     SFAS 143 is  expected  to improve  financial  reporting  because  all asset
retirement  obligations  that fall within the scope of this  Statement and their
related asset  retirement cost will be accounted for  consistently and financial
statements of different entities will be more comparable.

     In August 2001, the Financial  Accounting  Standards Board issued Statement
of Financial  Accounting  Standards No. 144,  "Accounting  for the Impairment or
Disposal  of  Long-Lived  Assets"  (SFAS  144).  SFAS  144  addresses  financial
accounting and reporting for the impairment or disposal of long-lived assets and
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for  Long-Lived  Assets to be Disposed  Of," and the  accounting  and  reporting
provisions of APB Opinion No. 30, "Reporting the Results of Operations Reporting
the Effects of Disposal of a Segment of a Business.  SFAS 144 is  effective  for
fiscal years  beginning  after December 15, 2001 (with early adoption  permitted
under certain circumstances).

     SFAS 144 is expected to improve  financial  reporting by requiring that one
accounting  model be used  for  long-lived  assets  to be  disposed  of by sale,
whether  previously  held and  used or newly  acquired,  and by  broadening  the
presentation of discontinued operations to include more disposal transactions.

     In June  2002,  the FASB  issued  SFAS  No.  146,  "Accounting  for Exit or
Disposal Activities." This statement addresses the recognition, measurement, and
reporting of costs associated with exit and disposal activities. SFAS No. 146 is
applicable  to  restructuring  activities  and costs  related to  terminating  a
contract that is not a capital lease and one time benefit arrangements  received
by employees who are  involuntarily  terminated.  SFAS No. 146  supersedes  EITF
Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other  Costs to Exit an  Activity  (including  Certain  Costs  Incurred in a
Restructuring)." Under SFAS No. 146 the cost associated with an exit or disposal
activity is recognized in the periods in which it is incurred rather than at the
date the Company  committed to the exit plan.  This  statement is effective  for
exit or disposal  activities  initiated  after  December 31, 2002,  with earlier
adoption  encouraged.   Previously  issued  financial  statements  will  not  be
restated.  The provisions of EITF Issue No. 94-3 will continue to apply for exit
plans initiated prior to the adoption of SFAS No. 146.


                                       19

<PAGE>
                           CAMBRIDGE ENERGY CORPORATON
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.    DISPOSITION  OF ASSETS

During the year ended  March 31,  2003,  the Company  disposed of the  following
assets resulting in a loss on disposition of $249,776.

     A.  Glass Mountain

The Company was unable to meet certain lease  requirements  on Texas oil and gas
properties known as the "Glass Mountain  Acquisition" and consequently  chose to
abandon its interest and write-off the entire  carrying  value of $203,391.  The
terms of the original acquisition are detailed below in Note 3-Preferred Stock.

     B.   Other Oil and Gas Assets

The Company  chose not to renew  certain  leases and was unable to meet  certain
production  requirements  and  consequently  all of its  remaining  assets  were
charged-off resulting in a miscellaneous loss on disposition of $46,385.


     During the year ended March 31, 2002, the Company disposed of the following
assets resulting in a loss on disposition of $6,790,257.


     A.   Indonesian Assets

The Company  sold 100% of the stock of its wholly  owned  subsidiary,  Intermega
Energy  Pte.(Singapore)  Ltd., in exchange for the  cancellation  of $552,596 of
debt and the return of  1,950,339  shares of the  Company's  common  stock.  The
Company's  re-acquired  stock was  recorded  as  treasury  stock  and  valued at
$501,820,  the  market  value at the  time of  re-acquisition.  The  transaction
resulted in a loss on disposition of $1,944,740.

     B.   North Crowley Field, Louisiana

In  September  2000,  the Company  entered  into a purchase  and sale  agreement
regarding  certain oil and gas  interests,  properties  and rights  known as the
North Crowley Field in Acadia Parish,  Louisiana.  The Company issued  3,100,000
shares of its common stock as  consideration  for the purchase.  The shares were
valued at the time of  acquisition at $1.27 per share for a total of $3,950,000.
On March 31,  2002,  the parties to the  purchase  and sale  agreement  executed
mutual  releases and the  3,100,000  shares of common stock were returned to the
Company for cancellation. At the date of return, the shares were valued at $0.05
per share for a total of  $155,000.  The decline in value of $1.22 per share was
recorded as a loss on disposition of $3,795,000.

     C. Triton Wellhead Related Assets

In the fiscal year ended March 31, 1999, the Company  acquired Triton Wellhead &
Manufacturing,  Inc.,  a  manufacturer  of wellhead  and valve  devices  serving
primarily the oil and gas industry.  In connection  with that  acquisition,  the
Company  acquired  land and  building in  Broussard,  Louisiana  and  inventory,
equipment and other  assets.  These  various  assets  served as  collateral  for
certain  promissory  notes.  The Triton  facility became inactive and during the
fiscal year ended  March 31,  2002,  the Triton  assets were sold to satisfy the
obligations, resulting in litigation and a loss on disposition of $850,127.

     D. Other Oil and Gas Assets

The Company chose not to renew  certain  leases and in other cases was unable to
meet  certain  production  requirements  and  consequently  certain  assets were
charged-off resulting in a miscellaneous loss on disposition of $200,390.

3.   PREFERRED STOCK

     To date the Company has issued  20,000  shares of Series B Preferred  Stock
for $20,000 cash at $1.00 per share. The Company also issued 2,392,841 shares of
Series AA  Preferred  Stock for the  acquisition  of  certain  Texas oil and gas
properties  referred  to as the  Glass  Mountains  acquisition.  The  Series  AA
Preferred  Stock was  issued at a stated  value of $3.00 per share or a total of
$7,178,523  and has a liquidation  preference of $7,178,523  which is pari passu
with the other outstanding  issues of preferred stock but superior to the common
stock.  The Series AA Preferred Stock is convertible  into the Company's  common
stock at $3.00 per share (1 share of common  for 1 share of Series AA  Preferred
Stock) for a total of 2,392,841  shares of common stock.  The asset  acquired in
exchange for the Series AA Preferred Stock was recorded on the Company's balance
sheet at the market value at the date of  acquisition  ($0.085 per share) of the
common stock into which the Series AA Preferred is  convertible,  for a carrying
value of  $203,391  and the excess of the  liquidation  value over the  carrying
value, $6,975,132, was charged to paid in capital in excess of par.

     In  liquidation,  the holders of the various series of preferred  stock are
entitled  to receive  an amount  equal to the  stated  value of the shares  plus
declared  but unpaid  dividends.  As of March 31,  2003,  the various  series of
preferred stock have a total liquidating preference superior to the common stock
of $7,678,429.

                                       20
<PAGE>
                           CAMBRIDGE ENERGY CORPORATON
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




4.   COMMITMENTS AND CONTINGENCIES

Leases
------

     The Company's home office  facilities are currently being provided  without
charge by a corporation owned by the Company's president.  The fair rental value
of this space  provided is not  material.

     At March 31, 2003,  the Company was not obligated  under any  noncancelable
operating or capital lease agreements.


Litigation
----------

     At March 31, 2003, the Company was a party to the legal proceedings set out
below. To the knowledge of management,  no federal,  state or local governmental
agency is presently contemplating any proceeding against the Company.

     During the fiscal year 2002, Mineral Ventures,  Inc. asserted and perfected
a claim in District  Court in New  Orleans,  Louisiana in the amount of $288,400
for future  production  payments from  property in St. John the Baptist  Parish,
Louisiana  previously  sold by Mineral  Ventures,  Inc. to a  subsidiary  of the
Company, Cambridge Offshore LLC. The Company has claimed inadequate service with
regard to this claim and is asserting  claims against Mineral Ventures Inc. in a
separate  claim  under a separate  agreement  in the amount of  $292,055.  These
matters remain pending.

     Dwayne Bergeron has asserted and perfected a claim against real estate of a
subsidiary,   Assure  Inc.  in  District  Court  in  Lafayette,   Louisiana  for
obligations  against the property which totaled $329,000.  There remains a claim
by Mr.  Bergeron  against  the  Company,  its  subsidiary  and a  principal  (on
guarantees) for additional interest,  fees and costs. The Company has asserted a
claim for $133,000 paid against these  obligations and for losses related to the
property in excess of $1 million. These claims remain pending.

     During  the  fiscal  year,  Larry  Hopfinspirger  initiated  a claim  on an
outstanding  promissory note in the amount of $300,000  secured by property of a
subsidiary and a principal, against the Company and the principal on a guarantee
in the Circuit  Court of Brevard  County,  Florida.  The Company has  asserted a
defense of usury and  liquidation of collateral in a  commercially  unreasonable
manner. This matter remains pending.

                                       21
<PAGE>
                           CAMBRIDGE ENERGY CORPORATON
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     During the fiscal  year,  Larry Adams  initiated a claim on an  outstanding
promissory  note in the amount of $15,000 secured by shares of the company and a
principal,  against the Company and the  principal on a guarantee in the Circuit
Court of Broward County,  Florida.  The Company has asserted claims of breach of
contract  against  Mr.  Adams and a partner  and  further  asserted a defense of
usury. This matter remains pending.

     During  the  fiscal  year  Mr.  Charles  Christie  perfected  a claim  on a
promissory  note against the Company in the amount of $22,000  plus  interest in
Lake County Circuit Court. This amount remains outstanding.

     Moncla Drilling,  Inc. had previously perfected a claim against the Company
in the  approximate  amount of $168,000 in the State of  Louisiana.  In addition
claims have been  perfected in the State of Louisiana by Proven Fuels,  Inc. and
by Hibernia Bank N.A..  The Company did not appear in any of these  proceedings.
There may be other claims such as vendor claims which remain  pending but which,
prior to 2002, the company considered to be non material amounts,  the status of
which the company is unaware.

     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.


Employment and related agreements
---------------------------------

     In January 1998, the Company  entered into an employment  agreement with an
executive  officer which provides for the payment of $150,000 in annual salaries
and additional  compensation  based on annualized gross revenues.  The agreement
expired in December  2002.  Through  March 31,  2003,  $150,000 had been accrued
under this employment agreement and remains unpaid.



5.   INCOME TAXES

     The  Company  uses the  accrual  method  of  accounting  for tax  reporting
purposes. At March 31, 2003, the Company had net operating loss carryforward for
financial and tax reporting  purposes of approximately  $13,500,000 which expire
through the year 2023.

     Deferred  income taxes are  recognized for the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting  purposes and the tax bases of those assets and liabilities  that will
result in taxable or deductible amounts in future years.




                                       22
<PAGE>
                           CAMBRIDGE ENERGY CORPORATON
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     For the years  ended  March 31, 2003 and 2002,  pursuant  to  Statement  of
Financial  Accounting Standards No. 109, the Company has recognized deferred tax
assets and  liabilities  which have been offset by valuation  allowances  in the
same amount.  Significant  components of the  Company's  deferred tax assets and
liabilities are summarized below.

                                                    2003              2002
                                                    ----              ----
Deferred tax assets:

 Net operating loss carryforward              $ 4,600,000        $ 4,420,000

     Valuation allowance                      ( 4,600,000)       ( 4,420,000)
                                              ------------      ------------
     Net deferred tax asset (liability)       $          -       $         -
                                              ============      ============


     A reconciliation of income tax expense at the statutory federal rate of 34%
to income tax expense at the  Company's  effective  tax rate for the years ended
March 31, 2003 and 2002 is as follows.

                                                    2003              2002
                                                    ----              ----

      Tax computed at statutory rate          $    183,000       $ 1,502,800
      Benefit of operating loss carryforward   (   183,000)       (1,502,800)
                                              ------------       -----------
      Income tax expense                      $          -       $         -
                                              ============       ===========

6.   RELATED PARTY TRANSACTIONS

Stockholders
------------

     During  the years  ended  March 31,  2003 and 2002,  the  Company  (and its
subsidiaries)  received cash advances from several of its stockholders  totaling
$44,884 and $0.






                                       23
<PAGE>
                           CAMBRIDGE ENERGY CORPORATON
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




7.   FINANCIAL INSTRUMENTS

     The Company's financial instruments,  which potentially subject the Company
to credit risks, consist of its cash, accounts receivable and notes payable.

Cash
----

     The Company maintains its cash in bank deposit and other accounts which, at
times, may exceed federally insured limits.  The Company has not experienced any
losses in such accounts,  and does not believe it is subject to any credit risks
involving its cash.


8.   STOCK OPTIONS AND WARRANTS

     The  Company  uses the  intrinsic  value  method  of  accounting  for stock
options.  Compensation  cost for options  granted has not been recognized in the
accompanying  financial  statements  because the  exercise  prices  exceeded the
current market prices of the Company's  common stock on the dates of grant.  The
options and warrants expire between April 2003 and June 2009 and are exercisable
at prices from $.50 to $2.50 per option or warrant.





                                       24
<PAGE>
                           CAMBRIDGE ENERGY CORPORATON
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



     The following is a schedule of the activity relating to the Company's stock
options and  warrants.  At March 31, 2003 and 2002, no warrants have been issued
by the Company.

<table>
                                         Year Ended                              Year Ended
                                        March 31, 2003                         March 31, 2002
                                        --------------                         --------------
                                                   Weighted Avg.                          Weighted Avg.
                                    Shares           Exercise             Shares            Exercise
                                  (x 1,000)            Price             (x 1,000)            Price
                                  ---------        ------------          ---------        -------------

                              <c>               <c>                  <c>              <c>
Options and warrants
    outstanding at
    beginning of year               7,450            $    1.09              7,450            $   1.09

Granted:
    Options                             -            $       -                  -            $      -
    Warrants                            -            $       -                  -            $      -

Exercised                               -            $       -                  -            $      -

Expired:
    Options                             -            $       -                  -            $      -
    Warrants                            -            $       -                  -            $      -
                                  ---------        ------------          ---------        -------------
Options and warrants
    outstanding and
    exercisable at end
    of year                         7,450            $    1.09              7,450            $   1.09
                                  =========                              =========
Weighted average fair
    value of options and
    warrants granted during
    the year                            -            $       -                  -            $      -





</table>

                                       25
<PAGE>
                           CAMBRIDGE ENERGY CORPORATON
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     The  following  table  summarizes  information  about the  Company's  stock
options  and  warrants   outstanding  at  March  31,  2003,  all  of  which  are
exercisable.

                                          Weighted Average
            Range of           Number         Remaining        Weighted Average
         Exercise Prices    Outstanding    Contractual Life     Exercise Price
         ---------------    -----------   -----------------    ----------------
         $   .50-1.00          4,850           2.7 years           $    .74
         $  1.50-2.50          2,600           2.4 years           $   1.62


     During  the  years  ended  March  31,  2003 and 2002,  the  Company  issued
2,457,645 and 2,602,481  shares of common stock in exchange for services.  These
services were recorded at their fair value of $132,609 and $79,169 respectively,
and were charged to operations.


8.   NOTES PAYABLE

     As of March 31, 2003,  holders of the  Company's  notes payable of $953,498
had  informally  agreed to extend the  maturity  date of the notes.  None of the
holders  have  demanded  immediate  payment or  threatened  to sue for  payment.
Management is continuing to accrue  interest on the notes. As of March 31, 2003,
the balance of notes payable was $990,698.


9.  MANAGEMENT'S PLAN

     The Company's  consolidated  financial  statements have been presented on a
going  concern  basis  which  contemplates  the  realization  of assets  and the
satisfaction  of  liabilities  in the normal  course of business.  As more fully
described  below,  the liquidity of the Company has been  adversely  affected by
significant losses from operations.  The Company reported net losses of $491,095
and $8,260,542 for the years ended March 31, 2003 and 2002, respectively.  As of
March 31,  2003,  the Company had  written-off  all its assets and had a working
capital deficit and stockholders' deficit of $4,326,546.  These conditions raise
substantial  doubt about the  Company's  ability to continue as a going  concern
without additional capital  contributions.  Management's  immediate plans are to
restructure the Company's  existing  obligations and attempt to raise additional
capital and to acquire income producing oil and gas properties.





                                       26

<PAGE>
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           56              Annually          Inception

Jonathan E. Bates          44              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,  was 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.


                                       27
<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-
                            2002(6)     $ 3,000       -0-               -0-
                            2003(7)        -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, 2002. 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 waive all or partial
salary and other benefits from his compensation  agreements  during fiscal years
ended March 31, 1998, 1999, 2000, 2001, 2002 and 2003.

4)April 1, 1999 - March 31, 2000

5)April 1, 2000 - March 31, 2001

6)April 1, 2001 - March 31, 2002

     Mr.  West's  salary was accrued but not paid in the amount of $150,000  for
the fiscal year ended March 31, 2002.

6)April 1, 2002 - March 31, 2003






                                       28

<PAGE>

     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     6/09/09
                       1,000,000            13.60           $1.00     6/09/09
                       1,000,000            13.60           $0.50     6/09/09
                         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, 2001, 2002 or 2003.


Item 11.   Security Ownership of Certain Beneficial Owners and
           Management as of March 31, 2003

     (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       LVJ, Inc. **                Executive Vice
             1760 Cheyenne Trail        President/Director
             Maitland, FL  32751        3,000,000 Shares*         14.50%

     (b) Security Ownership of Management


** Jonathan Bates has ownership in LVJ, Inc.




                                       29

<PAGE>

     The  following  table  sets  forth  the  share  holdings  of the  Company's
directors and executive  officers as of March 31, 2003, with these  computations
based upon 20,665,818 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         15.44%%
             P.O. Box 1656              3,192,393 Shares*
             Cocoa, Florida 32923

Common       LVJ, Inc.
             1760 Cheyenne Trail
             Maitland, FL  32751        3,000,000 Shares         14.50%

Common       Officers and Directors
             as a Group                 6,192,393 Shares         29.94%

* 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 prior to June 9, 2009.

     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 0n Form 3 by Mr.
West and Mr. Bates will be filed late.


Item 12.  Certain Relationship and Related Transactions

     Shareholder  Loans.  During the fiscal  year  ending  March 31,  2002,  the
executive  officers and directors of the Company,  made shareholder loans to the
Company  for  operating  expenses  totaling  $140,700 , for a total  outstanding
shareholder  loans of  $331,513.  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  Stock
Option Agreements of Mr. West, 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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<PAGE>
                                     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)

99.1     Certification of CEO pursuant to 18 u.s.c. section 1350 as        (3)
          adopted pursuant to section 906 of the sarbanes-oxley
          act of 2002

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

     (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.

     (3) Filed as an exhibit to this document.



(b.) Reports on Form 8-K.

          This  report was filed on August  19,  2002,  regarding  change of the
          Comnpany's certified public accountant.


























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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 August 18, 2003.



                                    CAMBRIDGE ENERGY CORPORATION


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



                            CERTIFICATION PURSUANT TO
                  18 USC, SECTION 1350, AS ADOPTED PURSUANT TO
             SECTIONS 302 AND 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Perry Douglas West, certify that,

1.   I have  reviewed  the  annual  report  on Form  10KSB of  Cambridge  Energy
     Corporation;

2.   Based upon my  knowledge,  this  annual  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based upon my knowledge,  the  financial  statements,  and other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: August 18, 2003                              /s/ Perry D. West
                                                    ----------------------------
                                                    Perry D. West
                                                    Chief Executive Officer



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