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, 2002


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


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


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


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


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


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

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

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

     Check whether the issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [ X ]   No [  ]

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

     State issuer's estimate revenues for its recent fiscal year. $17,270

     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, 2002: $348,458.

     As of March 31, 2002 there were outstanding  18,208,173 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, 2002

                                TABLE OF CONTENTS


                                                                         Page



                                     PART I

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

Item 2. Properties .....................................................  9

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

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



                                     PART II

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

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

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

Item 8. Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure ..........................  33



                                    PART III

Item 9.  Directors and Executive Officers of the Registrant ............  33

Item 10. Executive Compensation ........................................  34

Item 11. Security Ownership of Certain Beneficial
          Owners and Management ........................................  35

Item 12. Certain Relationships and Related Transactions ................  36



                                     PART IV

Item 13. Exhibits, Financial Statement Schedules and
          Reports on Form 8-K ..........................................  37

SIGNATURE ..............................................................  38








<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 to from
$.001 to $.0001 per share.  The  amended  Articles  were filed with the State of
Nevada on July 7, 1997.  The  Company  then  undertook  a Private  Placement  of
1,935,000  of its  Common  Shares  to raise  capital  for the  execution  of its
business  plan. In November 1997, the Company began trading its Common Shares on
the OTC Bulletin Board under symbol CNGG.

     (b) Business of Issuer

The Company
-----------

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

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

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

 Operations
-----------

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

                                       3
<PAGE>
     The Company's U.S. operations are focused on the Gulf Coast in Southern and
Central  Louisiana  and in West Texas.  The Company  continues  engineering  and
geological  reviews  of its  existing  properties  and  prospects  as  part of a
balanced program of low to medium risk  exploitation and development of existing
reserves  and  prospective  acquisitions.  The  Company  has a full  schedule of
drilling  and  rework  operations  planned,   however,  the  progress  of  these
operations past the engineering  phase has continued to be delayed due to delays
in closing of various funding facilities resulting in an adverse effect upon the
Company's operations. (see Management's Discussion and Analysis).

     At the end of the fourth quarter of the fiscal year, the Company  purchased
the Glass Mountain  property in Pecos County,  Texas. This property is estimated
to have  proven oil and gas  reserves  with a net  present  value of future cash
flows  discounted  at  10%  of  $21,061,220.  The  property  was  purchased  for
$7,175,523  which is the equivalent of future net cash flows  discounted at 30%.
The price was paid by the delivery of 2,392,841 shares of the Company's Class AA
Preferred  Stock which  carries no coupon  payment,  however is  convertible  to
common  stock at one common  share per  preferred  share at a price of $3.00 per
share.  These shares carry a liquidation  preference of $7,175,523 and have been
valued for balance sheet purposes using the price of the Company's  common stock
at the time of the transaction at a total of $203,391.

     During the first quarter of the fiscal year,  the Company  disposed of 100%
of the shares it owned of Intermega Energy Pte Ltd  (Singapore),  a wholly owned
subsidiary of the Company.  Intermega operates crude oil producing properties in
Eastern Indonesia.

     Indonesia  had been  undergoing  major  political  unrest and  violence and
experiencing  a major  political  transition.  All of these  factors had brought
significant  negative reactions from investment bankers and banks as wells other
financial  institutions to which Cambridge presents its development  properties,
projects and capital plans.

     In exchange for its Intermega shares,  Cambridge  received Cambridge Energy
Corporation  common stock valued at $501,820 and the cancellation of debt in the
amount of $552,595.60.  In addition, as a result of this transaction,  Cambridge
was  able to  eliminate  from  its  financial  statements  Accounts  Payable  to
Pertamina (The Indonesian government owned oil and gas company) in the amount of
$1,404,413.53,  taxes payable in the amount of $162,699, accounts payable in the
amount  of  $539,562,  accrued  expenses  in the  amount of  $316,889  and other
payables in the amount of $2,146.

     Through the end of the fiscal year, the Company  maintained its interest in
the  Calvert & Todd No. 1 well and the 13D well in Houma  Louisiana.  Production
however,  was limited due to delays in obtaining rework  contributions  from the
Company's majority partner in the wells. These issues remain unresolved.

     The Company has  maintained  a position in the Crowley  Field in  Louisiana
since September of 2000 and has completed  initial work on engineering plans for
rework  and  mediation  in the field.  However,  based  upon the  continued  non
performance  of its investment  bankers and the lack of  alternative  sources of
capital to fund the rework and  mediation,  the Company has elected to terminate
its  interest  in the  field  at this  time  in a  transaction  which  recovered
3,100,000 of the Companys common shares. Due however,  to the depressed price of
its common stock, the transaction required the Company to record a non cash loss
in the amount of $3,795,000 to be reflected on its financial statements.

     The Company  continues to maintain  certain  relationships  which assist in
providing a flow of available  prospects as well as the  opportunity to reengage
itself  with  some of the  projects  which it has  terminated  at the time  that
development and operating capital becomes  available.  The Company has continued
to  negotiate  and bid on  opportunities  which have  significant  prospects  of
attracting capital on their own. There is no assurance however, that the Company
will  obtain  the  additional  capital  which it needs  to  pursue  any of these
projects and prospects.


Certain Non Productive Assets
-----------------------------

     Through the end of the fiscal year,  the Company  maintained an interest in
certain  oil and gas  properties  in Big  Island  Field  in  Central  Louisiana.
Although the Company believes that these  properties  contain proven oil and gas
reserves,  the engineering  which it has done indicated that  development of the
reserves  requires the drilling of at least two new wells including one straight
well and one  horizontal  well.  Although  funds  for the  development  for this
property  were part of the funds  requested  by the Company and  contracted  for
through  its  various  investment  bankers,   none  of  these  funds  have  been
forthcoming  during the fiscal year and the Company has no  assurance  when such
funds for this drilling may become available.



                                       4
<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.

     The company discontinued its limited wellhead services operations under its
subsidiary  Triton Wellhead in 1999 and has been attempting to sell the property
or refinance alternative  operations there since that time. During the 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.  The Company  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 owns less than 100% of the working  interest in some of its oil
and gas  properties.  Operations on such  properties  are likely to be conducted
jointly with other working  interest  owners.  Joint operating  arrangements are
customary in the oil and gas industry and are generally  conducted pursuant to a
joint operating agreement, whereby a single working interest owner is designated
the operator. At present, the Company is the operator of the majority of its oil
and gas properties.  The Company is also a non-operating  working interest owner
in other  wells.  For  properties  where the  Company  owns less than 50% of the
working  interest,  drilling and operating  decisions may not be entirely within
the

                                       5
<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.


                                       6
<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.

                                       7
<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  realized from the sale of its  production  for the fiscal year
ended  March  31,  2001,  $28.68  per  barrel  of oil and  $5.82 per mcf of gas,
compared  to $24.11 per  barrel of oil and $3.16 per mcf of gas for fiscal  year
ended March 31, 2002.

                                                 Year Ended
                                                   March 31,
                                              2001           2002
                                              ----           ----
Gas Production (Mcf)                         21,703          1,605
Oil Production (bbls)                       101,210             26
Average Price of Gas (per mcf)                $5.82          $3.16
Average Price of Oil (per bbls)              $28.68         $24.11



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

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

                                       8
<PAGE>
     Cambridge Energy employs G & A International, Inc., a petroleum engineering
firm in  Lafayette,  Louisiana,  to  perform  all of the  Company's  engineering
analysis and project design, drilling and rework supervision. In addition, G & A
provides  office  space and support for the  Company's  office in  Lafayette.  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.
The Company also employs an oil and gas  accounting  firm,  Investors  Petroleum
Consultants,   Inc.  in  Lafayette,   Louisiana,   to  provide   accounting  and
disbursement  reports on all of the lease and other royalty and working interest
percentages of each of the company's  projects as well as to prepare oil and gas
production revenue disbursements.

Item 2. Description of Properties

     The  corporate  offices  of  Cambridge  Energy  Corporation  are in  Cocoa,
Florida,  and consist of  approximately  600 square feet of shared  office space
owned by an officer and director of the Company.  The Company has utilized  this
space since its inception.

     During the year the Company also maintained shared  engineering  offices in
Lafayette, Louisiana, as part of its relationship with G & A International, Inc.
for engineering services.


Oil and Gas Properties as of March 31, 2002
-------------------------------------------

     The Company's  Glass  Mountain  property is in Pecos  County,  Texas and is
believed to be located on the proven  Caballos  structure.  It is located on the
same  structure  that  contains  the  Exxon/Wayne  Moore  Well  which  has  been
productive from the Wolfcamp  formation with  hydrocarbon  shows in the Caballos
formation.  The Company is examining the  implementation of a 50 well (6,000 TD)
drilling  program with the expectation of encountering as many as three Caballos
formation  thrust sections per well. The Company owns a 100% working interest in
this property.

     There is no assurance  that the company  will be able to obtain  sufficient
capital to pursue the  development of this program or that these results will be
achieved.

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

     In addition,  the Company has a 3.906883% working interest in the Calvert &
Todd #13. The well was  reworked  last year by Unocal and the  recompletion  was
successful. The well has produced more than 250,000 mcf of gas and 12000 barrels
of oil condensate since the recompletion. Unocal is the operator of this well.

     Big Island Field Continued Development. The Big Island and North Big Island
Oil  Fields of North  Central  Louisiana  are  located in  Rapides  and  LaSalle
Parishes,  Louisiana.  Production  from these two fields is  generated  from the
Wilcox formation of Eocene Age, and to a lesser degree from the lower Tuscaloosa
formation.  The Wilcox  formation will be the primary target of the  development
drilling program currently  planned by the Company.  Production in this area was
established  in 1950 by Union  Production  Company,  (now known as Pennzoil) who
along with Crow Drilling & Production  Company,  were instrumental in developing
these  two large  fields.  There  are 11  productive  sands in each of these two
fields that have  produced  nearly 30 million  barrels of oil to date.  The post
production history,  as well as the exploration  techniques employed in drilling
these fields by Union  Production  Company,  and the recent infield  drilling by
other  independent  companies,  suggest  only a  fraction  of the oil  has  been
discovered in or recovered from these two fields. The concept of horizontally

                                       9
<PAGE>
infield  drilling  can be employed in this  program as well as the  targeting of
untapped reservoirs in this region of established production. These efforts will
concentrate  on  horizontally  drilling an up dip  direction  to wells that have
watered out and drilling a channel-sand  type reservoir  between wells that have
ceased to produce because of premature water encroachment.

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


Item 3.  Legal Proceedings

     At March 31,  2002,  the Company  was not a party to any  pending  material
legal  proceeding.  To the knowledge of management,  no federal,  state or local
governmental  agency is  presently  contemplating  any  proceeding  against  the
Company.

     During the fiscal year,  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.  All of
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.

     To the knowledge of management, no director, executive officer or affiliate
of the  Company,  any  owner of record  or  beneficially  of more than 5% of the
Company's  common  stock is a party  adverse  to the  Company  or has a material
interest adverse to the Company in any proceeding.


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

     None








                                       10
<PAGE>
                                     PART II


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

     (a) Market Information

     The Company's common stock is listed on the OTC Bulletin Board of the NASD,
and began  trading on November 24, 1997.  The high and low bid prices at quarter
ending through March 31, 2002, are as follows:

Quarter Ending:
                                              Bid
                                     High               Low
                                    -----              -----
March 31, 2000                        5/16              5/16
June 30, 2000                        1 1/2             1 1/2
September 30, 2000                   $0.73             11/16
December 31, 2000                    $0.47             $0.42
March 31, 2001                       $0.23             $0.20
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


     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, 2002, the number of holders of the Company's  common shares
was 163.

     (c) Dividends

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


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

     The  Company is  engaged  in the  exploration  and  development  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 fiscal year. In spite
of having  significant  acquisition  opportunities  over the  fiscal  year,  the
Company was not able to avail itself of sufficient funds to complete most of the
opportunities.



                                       11
<PAGE>

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

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

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

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

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


     While management 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 31,2002 compared to twelve months ended March 31,2001.

     The Company  recorded a net loss of $8,229,992 for the year ended March 31,
2002 up from $1,883,117 for the year ended March 31, 2001. Revenues decreased to
$17,270  over  $2,976,931  the  previous  year due to the loss of the  Company's
international  production.  General and  Administrative  expenses  decreased  to
$578,851 over $1,732,328 for the previous year.

     The following  outlines the  production  and average  price per  production
during March 31, 2001 and 2002:

                                                  Year Ended
                                                   March 31,
                                              2001           2002
                                              ----           ----
Gas Production (Mcf)                         21,703         1,605
Oil Production (bbls)                       101,210           265
Average Price of Gas (per mcf)                $5.82         $3.16
Average Price of Oil (per bbls)              $27.00        $24.11



     The  Company's  drilling  program  proceeded at a slower pace than expected
through the engineering phase due to industry conditions and resulting delays in
partner contributions.  The Company expects to have drilling operations underway
during  this next  fiscal year and the  Company  also  expects to  increase  its
acquisition activity.

Liquidity
---------

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

     During the fiscal year, the company  retained the services of Merit Capital
Inc. of New York to represent it in obtaining  additional capital. The agreement
with them expired without their raising the anticipated  capital. The Company is
now working  with another  firm as well as several  consultants  to assist it in
raising  capital for  specific  projects as well as  additional  funding for the
Company.  Although  the  Company  still  believes  that  this  is a  significant
mechanism  to raise  capital,  there is not  assurance  that any  funds  will be
forthcoming from any of these sources.


                                       12
<PAGE>

     At the end of the 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 is in the process of distributing 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 2002 the Company raised additional capital in the amount
of $25,000  through private sale of equity.  Based on acquisitions  currently in
negotiation,  the Company  expects to undertake  the  placement of a significant
financial  institution  credit facility or other structured debt facility during
the coming fiscal year. This would provide  additional  funding for expansion to
be consistent with the Company growth  strategy.  Although  management  believes
that this will be accomplished  during the current fiscal year,  there have been
delays in the past and there can be no  assurance  that such a facility  will be
forthcoming or that sufficient  funds will be available to meet the requirements
of the Company's growth strategy.

Material Commitments for Capital Expenditures
---------------------------------------------

     The Company has made no additional  material  commitments during the fiscal
year ended March 31, 2002.  Each drilling  and/or rework  project is stand-alone
and  although the Company is in constant  discussion  with  prospective  working
interest partners on each potential project, commitments for the actual drilling
or  rework  and site  preparation  operations  are  generally  not made for each
project  until the Company  has  received  the funds from its  working  interest
partners and the funds for its portion of the working interest are in place. The
leases the Company holds are renewable annually unless "held by production".  If
the leased property has a producing well that is providing  royalty  payments to
the  leaseholders,  then annual lease  payments  and renewals are not  required.
Cambridge  Energy  strives to accomplish the drilling or rework planned for each
property  within the year  first  leased.  When that does not occur,  management
reviews the  potential  of each  property  as its leases  which have come up for
renewal and makes a decision  whether or not to renew each lease in light of the
Company's  business  planning at that time. During fiscal year 2002, the Company
had $200 in lease depreciation expenditures.






                                       13
<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 sheet of Cambridge Energy
Corporation and subsidiaries as of March 31, 2002, and the related  consolidated
statements of  operations,  stockholders'  deficit,  and cash flows for the year
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. The consolidated financial statements of
Cambridge Energy  Corporation and subsidiaries as of March 31, 2001 were audited
by other auditors  whose report dated August 22, 2001,  expressed an unqualified
opinion on those statements.

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,  2002,  and the
consolidated  results of their operations and cash flows for the year 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 10 to
the financial  statements,  the Company has experienced net operating  losses of
$8,169,879  and  $1,736,942  for the  years  ended  March  31,  2002  and  2001,
respectively.  At March 31, 2002, the Company has a working  capital  deficit of
$4,218,794 and also has a  stockholders'  deficit of  $3,968,060.  These matters
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 10.
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.

The Supplementary Information Regarding Oil and Gas Producing Activities on page
28 is not a required part of the basic consolidated financial statements but is
supplementary  information required by the Financial Accounting Standards Board.
I have applied  certain  limited  procedures,  which  consisted  principally  of
inquiries of management regarding the methods of measurement and presentation of
the  supplementary  information.  However,  I did not audit the  information and
express no opinion on it.


/s/ Michael F Cronin
--------------------
Michael F. Cronin
Certified Public Accountant
Winter Springs, Florida
July 25, 2002


                                       14
<PAGE>

<TABLE>
<CAPTION>
                                          CAMBRIDGE ENERGY CORPORATION
                                                 AND SUBSIDIARIES

                                           CONSOLIDATED BALANCE SHEETS
                                             MARCH 31, 2002 AND 2001


                                                      Assets
                                                      ------
                                                                               2002                  2001
                                                                               ----                  ----
<S>                                                                   <C>                    <C>
Current assets:

         Cash                                                            $       5,291         $     437,747
         Accounts receivable, trade                                              5,290               513,210
         Inventory, materials and supplies                                           -               191,631
         Prepaid expenses                                                       25,987               174,610
                                                                         -------------         -------------
                  Total current assets                                          36,568             1,317,198
                                                                         -------------         -------------
Property and equipment, net of $0 and
     $290,336 of accumulated deprecation                                             -               995,022
                                                                         -------------         -------------
Oil and gas properties, accounted for
     using the successful efforts method:

         Oil and gas interests, proved properties, net                         250,734             8,390,144

         Support equipment, at cost, net                                             -                61,086
                                                                         -------------         -------------
                                                                               250,734             8,451,230
                                                                         -------------         -------------
                  Total Assets                                           $     287,302         $  10,763,450
                                                                         =============         =============
















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

                                                             15

</TABLE>

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

                                              CONSOLIDATED BALANCE SHEETS
                                                MARCH 31, 2002 AND 2001


                                         Liabilities and Stockholders' Equity
                                         ------------------------------------


                                                                                2002                 2001
                                                                                ----                 ----

                                                                     <c>                   <c>
Current liabilities:

         Accounts payable, trade                                          $  2,040,464          $  1,554,222
         Accrued expenses                                                      845,187               421,806
         Drilling advances                                                           -             2,007,259
         Royalty interests payable                                                   -               191,908
         Loans from stockholders                                               379,013               853,650
         Notes payable                                                               -             1,185,367
         Current portion of long-term debt                                     990,698                     -
                                                                          ------------          ------------
                  Total current liabilities                                  4,255,362             6,214,212
                                                                          ------------          ------------

Stockholders' equity:

         Preferred stock, $ .0001 par value,
             25,000,000 shares authorized, 2,572,341
             and 159,500 shares issued and outstanding
             respectively                                                    7,678,429               479,906
         Common stock, $ .0001 par value,
             50,000,000 shares authorized,
             18,208,173 and 18,142,382 shares
             issued and outstanding, respectively                                1,821                 1,814
         Paid in capital in excess of par                                    1,900,764             8,854,230
         Accumulated deficit                                              ( 13,011,421)         (  4,750,879)
         Treasury stock                                                   (    537,653)         (     35,833)
                                                                         -------------          ------------
                  Total Stockholders' Equity (Deficit)                    (  3,968,060)            4,549,238

                                                                         -------------          ------------
                  Total Liabilities and Stockholders' Equity             $     287,302         $  10,763,450
                                                                         =============          ============








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

                                                            16
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                               CAMBRIDGE ENERGY CORPORATION
                                                     AND SUBSIDIARIES

                                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                   FOR THE YEARS ENDED MARCH 31, 2002 AND MARCH 31, 2001


                                                                               2002                  2001
                                                                               ----                  ----

                                                                    <c>                    <c>
Revenues:
         Oil and gas sales, net of royalties                             $      16,010         $   2,860,646
         Lease operating and other income                                        1,260               116,285
                                                                         -------------         -------------
                                                                                17,270             2,976,931
                                                                         -------------         -------------
Operating expenses:
         Production costs                                                      766,772             2,713,112
         General and administrative                                            578,850             1,705,328
         Depletion                                                              21,275                27,219
         Depreciation                                                           29,994               214,214
                                                                         -------------         -------------
                                                                             1,396,891             4,713,873
                                                                         -------------         -------------
Operating loss                                                            (  1,379,621)         (  1,736,942)

Interest expense                                                          (     60,114)         (    105,675)

Loss on disposal of assets                                                (  6,790,257)                    -
                                                                         -------------         -------------
Net loss before taxes                                                     (  8,229,992)         (  1,842,617)

Provision for income taxes                                                           -                     -
                                                                         -------------         -------------
Net loss                                                                 $(  8,229,992)        $(  1,842,617)

Preferred stock dividends                                                $(     30,550)        $(     40,500)
                                                                         -------------         -------------

Net loss available to common stockholders                                $(  8,260,542)        $(  1,883,117)
                                                                         =============         =============



Weighted average number of common shares
outstanding:                                                                19,481,161           14,845,155
                                                                         =============         =============

Net loss per common share:
         Basic & Diluted                                                     $( 0.42)             $( 0.13)
                                                                         =============         =============








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


                                                        17
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                       CAMBRIDGE ENERGY CORPORATION
                                                             AND SUBSIDIARIES
                                              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                FOR THE YEAR ENDED MARCH 31, 2002 and 2001




                           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 3/31/00       159,500   $479,906  11,790,827  $ 1,179   $3,575,583   $(2,867,762)      89,582    $( 35,833)  $ 1,153,073

Issuance of common stock
   in payment of accounts
   payable                                       153,750       15     125,335                                               125,350
Issuance of common stock
   for cash                                      460,000       46     214,954                                               215,000
Issuance of common stock
   for services                                2,088,428      209     893,723                                               893,932
Issuance of common stock
   for purchase of oil and
   gas properties                              3,649,377      365   4,044,635                                             4,045,000
Dividends on preferred
   stock                                                                         (   40,500)                               ( 40,500)

Net loss                                                                         (1,842,617)                             (1,842,617)

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)







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

                                                                18
</TABLE>
<PAGE>

<table>
<caption>
                                           CAMBRIDGE ENERGY CORPORATION
                                                 AND SUBSIDIARIES

                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                               FOR THE YEARS ENDED MARCH 31, 2002 AND MARCH 31, 2001



                                                                              2002                   2001
                                                                              ----                   ----


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


         Net loss                                                       $( 8,229,992)           $ (1,842,617)
         Loss on disposal of assets                                        6,790,257                       -
         Depreciation and depletion                                           51,269                 268,433
         Impairment loss                                                           -                 180,480
         Common stock issued for services                                          -                 893,932
         Cash surrendered upon disposal of subsidiary                    (   407,204)                      -
         Write down of prepaid expenses                                      121,654                       -
         (Increase) decrease in accounts receivable, trade                       258                 417,467
         (Increase) decrease in inventory                                          -                  24,986
         (Increase) decrease in prepaid expenses                             119,370                 805,970
         Increase (decrease) in accounts payable, trade                    1,173,346                (658,158)
         Increase (decrease) in accrued expenses                                   -                  65,700
         Increase (decrease) in drilling advances                                  -                (293,950)
         Increase (decrease) in royalty interests payable                          -                  92,990
                                                                        -------------           -------------
            Net cash used in operating activities                      $ (   381,042)           $(    44,767)

Cash flows from investing activities:

         Cash paid in IEP acquisition,
             less cash acquired                                                    -             (   178,618)
         Purchase of property and equipment                                        -             (   146,721)
                                                                        -------------           -------------
         Net cash used in investing activities                                                   (   325,339)
                                                                        -------------           -------------
Cash Flows From Financing Activities:

         Advances from stockholders                                                -                 144,300
         Repayment of advances from stockholders                                   -             (    91,181)
         Proceeds from notes payable                                               -                 477,500
         Dividends paid                                                  (    30,550)            (    31,055)
         Proceeds from sale of common stock                                    5,000                 215,000
         Proceeds from sale of preferred stock                                20,000                       -
         Payments on long-term debt                                      (    45,864)            (    30,000)
                                                                        -------------           -------------
            Net cash used in financing activities                      $ (    51,414)                684,564

            Net increase in cash                                         (   432,456)                314,458

            Cash, beginning of period                                        437,747                 123,289
                                                                        -------------           -------------
            Cash, end of period                                        $       5,291            $    437,747
                                                                        =============           =============









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

                                                        19


</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  presently  owns oil well  properties  located in  Louisiana  and oil and gas
properties in Texas.  Through March 2000, the Company also manufactured  certain
wellhead control devices

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

     The  accompanying  consolidated  financial  statements  include the general
accounts of the Company and its wholly owned  subsidiaries,  Triton Wellhead and
Manufacturing,  Inc. (TWM) Intermega Energy PTE, Ltd. (IEP), and A & W Petroleum
LLC (Glass  Mountain).  All  intercompany  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.



                                       20

<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 are 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 (with early adoption permitted under certain circumstances).  Management is
currently evaluating the effect of the adoption of SFAS 144.



                                       21
<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 stock shares
outstanding.

     For the years ended March 31, 2002 and 2001,  basic loss per share  amounts
are based on 19,481,161 and 14,845,155  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.



                                       22

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


2.    DISPOSITION  OF ASSETS

     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

     In the year ended March 31,  2002,  the  Company  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,  2002,  the various  series of
preferred stock have a total liquidating preference superior to the common stock
of $7,678,429.


                                       23
<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, 2002,  the Company was not obligated  under any  noncancelable
operating or capital lease agreements.

Litigation
----------

     During the year ended March 31, 2002, a claim was asserted and perfected in
District  Court in New  Orleans,  Louisiana in the amount of $288,400 for future
production  payments from property in Louisiana  previously sold by the claimant
to a subsidiary of the Company.  The Company has claimed  inadequate service and
is  asserting  claims  against the  claimant  under a separate  agreement in the
amount of $292,055. All of these matters remain pending.

     Also a claim was asserted and perfected against real estate of a Subsidiary
of the  Company,  in District  Court in  Lafayette,  Louisiana  for  obligations
against the property which totaled  $329,000.  There remains a claim against the
Company,  its wellhead 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.


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
expires in December  2002 and,  in certain  instances,  can be extended  through
December 2007.  Through March 31, 2002, $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, 2002, the Company had a net operating loss carryforwards
for financial  and tax reporting  purposes of  approximately  $12,950,000  which
expire through the year 2022.

     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.




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


     For the years  ended  March 31, 2002 and 2001,  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.

                                                    2002              2001
                                                    ----              ----
Deferred tax assets:

 Net operating loss carryforward              $ 4,420,000        $ 1,604,800
                                              ------------      ------------
                                                4,420,000          1,604,800

     Valuation allowance                      ( 4,420,000)       ( 1,604,800)
                                              ------------      ------------
     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, 2002 and 2001 is as follows.

                                                    2002              2001
                                                    ----              ----

      Tax computed at statutory rate          $  1,502,800       $   626,490
      Benefit of operating loss carryforward   ( 1,502,800)       (  626,490)
                                              ------------       -----------
      Income tax expense                      $          -       $         -
                                              ============       ===========

6.   RELATED PARTY TRANSACTIONS

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

     During  the years  ended  March 31,  2002 and 2001,  the  Company  (and its
subsidiaries)  received cash advances from several of its stockholders  totaling
$0 and $144,300  respectively  and repaid $0 and $91,181,  respectively of these
advances.







                                       25
<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.

Accounts receivable
-------------------

     The Company accounts  receivable are unsecured and represent oil production
sales  and  lease  operating  income  not  collected  at the  end  of the  year.
Management  believes it is not exposed to any significant credit risks affecting
accounts  receivable  and that these  accounts  receivable  are fairly stated at
estimated net realizable amounts.

Notes payable
-------------

     Management  believes the carrying  value of these notes  represent the fair
value of these financial instruments because their terms are similar to those in
the lending market for comparable loans with comparable risks.

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.





                                       26
<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, 2002 and 2001, no warrants have been issued
by the Company.

<table>
                                         Year Ended                              Year Ended
                                        March 31, 2002                         March 31, 2001
                                        --------------                         --------------
                                                   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              7,100            $   1.12

Granted:
    Options                             -            $       -                350            $    .59
    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                            -            $     .57                  -            $    .57





</table>

                                       27
<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,  2002,  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           3.7 years           $    .74
         $  1.50-2.50          2,600           3.4 years           $   1.62


     The  following  pro forma  disclosures  reflect the  Company's net loss per
share amounts assuming the Company accounted for stock options granted using the
fair value method  pursuant to Statement of Financial  Accounting  Standards No.
123.  The fair value of each option  granted was  estimated on the date of grant
using the  Black-Scholes  option  pricing model with the following  assumptions:
risk-free  interest rate of 5.98%;  no expected  dividends;  expected lives of 5
years; and expected volatility of 185.8%.

                                       Year Ended           Year Ended
                                     March 31, 2002       March 31, 2001
                                     --------------       --------------

         Net loss                     $(8,229,992)         $(  2,225,450)

         Net loss per share:
              Basic                   $(      .42)         $(      .16)
              Diluted                 $(      .42)         $(      .16)


     During the years  ended May 31,  2002 and 2001,  the  Company  also  issued
2,602,481  and  2,088,428  common stock shares in exchange for  services.  These
services were recorded at their fair value of $79,169 and $893,932 respectively,
and were charged to expense.  Also,  during the year ended March 31,  2002,  the
Company  issued  286,600  common stock  shares for payment of accounts  payable,
266,710 for payment of a loan,  and it issued  10,000  common  stock  shares for
cash.

9.   NOTES PAYABLE

     During the years ended March 31, 2002 and 2001, the Company borrowed $0 and
$477,500,  respectively,  through the  issuance  of notes.


10.  GOING CONCERN

     The Company's  consolidated  financial  statements have been presented on a
going concern basis which  contemplates  the realization 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 a net loss from  operations of $8,169,879 and
$1,736,942 for the years ended March 31, 2002 and 2001,  respectively.  At March
31, 2002, the Company has a working capital deficit of $4,218,794 and also has a
stockholders'  deficit of $3,968,060.  These conditions raise  substantial doubt
about the Company's  ability to continue as a going concern  without  additional
capital contributions and/or achieving profitable operations. Management's plans
are to raise additional  capital through either debt or equity  instruments,  to
restructure its existing obligations and to exploit its existing reserves and to
acquire additional oil and gas properties.

                                       28
<PAGE>
                         CAMBRIDGE ENERGY CORPORATION
                       SUPPLEMENTARY INFORMATION REGARDING
                        OIL AND GAS PRODUCING ACTIVITIES
              FOR THE YEARS ENDED MARCH 31, 2001 AND MARCH 31, 2002
                                    UNAUDITED


     The  following  supplementary  oil  and  gas  information  is  provided  in
accordance with Statement of Financial  Accounting Standards No. 69, Disclosures
about Oil and Gas Producing  Activities (SFAS 69). The Company has properties in
two reportable  geographic  areas, oil and gas properties in southern  Louisiana
and oil properties in Indonesia.


1.   CAPITALIZED COSTS RELATING TO OIL AND GAS PRODUCING ACTIVITIES

                                                       2001             2002
                                                       ----             ----
     Proved oil and gas properties                $  8,454,846       $ 250,734
     Unproved oil and gas properties                         -               -
     Support equipment, proved properties              149,272               -
                                                  ------------       ----------
                                                     8,604,118         250,734
     Accumulated depreciation and
        depletion                                      152,888               -
                                                  ------------       ----------
     Net capitalized costs                        $  8,451,230       $ 250,734
                                                  ============       ==========


2.   COSTS INCURRED IN OIL AND GAS PRODUCING ACTIVITIES FOR ABOVE REFERENCED
     PERIODS

                                                        2001            2002
                                                        ----            ----

     Acquisition of proven properties              $  4,105,000      $ 250,734

     Exploration costs                             $          -      $       -

     Development costs                             $          -      $       -


3.   RESULTS OF OPERATIONS  FOR OIL AND GAS PRODUCING  ACTIVITIES  FOR THE ABOVE
     REFERENCED PERIODS

                                                        2001            2002
                                                        ----            ----
         Oil and gas sales                         $  2,976,931      $  16,010
         Lease operating income                               -          1,260
         Production costs                             2,713,112        766,772
         Exploration expenses                                 -              -
         Depreciation and depletion                     241,433         51,269
         Income tax expense                                   -               -
                                                   ------------     -----------
         Results of operations for oil
           and gas producing activities
           (excluding corporate overhead
           and financing costs)                     $    22,386     $ (800,771)
                                                   ============     ===========


                                       29
<PAGE>
                          CAMBRIDGE ENERGY CORPORATION
                       SUPPLEMENTARY INFORMATION REGARDING
                        OIL AND GAS PRODUCING ACTIVITIES
              FOR THE YEARS ENDED MARCH 31, 2001 AND MARCH 31, 2002
                                    UNAUDITED




4.   RESERVE QUANTITY INFORMATION

     The  following   estimates  of  proved  developed  reserve  quantities  are
estimates only, and do not purport to reflect  realizable  values or fair market
value of the  Company's  reserves.  They are  presented in  accordance  with the
guidelines established by the S.E.C. and disclosure requirements  promulgated by
SFAS 69. The Company  emphasizes the reserve estimates are inherently  imprecise
and that estimates of new discoveries are more imprecise than those of currently
producing oil and gas properties.  Accordingly,  these estimates are expected to
change as future information becomes available.

     Proved reserves are estimated  reserves of crude oil (including  condensate
and natural gas liquids) and natural gas that  geological and  engineering  data
demonstrate  with  reasonable  certainty to be  recoverable in future years from
known  reservoirs  under  existing  economic and  operating  conditions.  Proved
developed  reserves are those expected to be recovered  through  existing wells,
equipment,  and operating method. The Company's proved developed and undeveloped
reserves and changes in them during the periods are as follows.

 <table>
                                                                                                Gas Reserves
                                                                                                   (MCF)
                                                                                                -----------
                                                 Oil Reserves (BBLS)                              Domestic
                                              Domestic          Foreign          Total             Total
                                            -----------        ----------        -----             -----

                                      <c>                 <c>              <c>             <c>
     Balance at March 31, 2000                 3,291,300        15,790,000      19,081,300        78,303,130
                                         ---------------      ------------     -----------     --------------
      Current year production              (          126)    (    110,055)    (   110,181)    (      13,819)
     Purchases of minerals in
        place                                  1,533,153                 -       1,533,153         2,186,367
     Abandonment of minerals
        in place                          (    2,727,108)                -     ( 2,727,108)    (  77,615,554)
                                          ---------------      -----------     -----------     --------------
     Balance at March 31, 2001                 2,097,219        15,679,945      17,777,164         2,860,124
                                          ---------------      -----------     -----------     --------------
     Purchases of minerals in
        place                                    203,391                 -         203,391                 -
     Abandonment of minerals
        in place                          (    2,097,219)      (15,679,945)    (17,777,164)    (   2,860,124)
                                           ---------------      -----------     -----------     --------------
     Balance at March 31, 2002                   203,391                 -         203,391                 -
                                           ===============      ===========     ===========     ==============

</table>
                                                        30

<PAGE>
                         CAMBRIDGE ENERGY CORPORATION
                       SUPPLEMENTARY INFORMATION REGARDING
                        OIL AND GAS PRODUCING ACTIVITIES
              FOR THE YEARS ENDED MARCH 31, 2001 AND MARCH 31, 2002
                                    UNAUDITED


5.   STANDARDIZED  MEASURES  OF  DISCOUNTED  FUTURE NET CASH  FLOWS AND  CHANGES
     THEREIN  RELATING TO PROVED OIL AND GAS  RESERVES  AT THE ABOVE  REFERENCED
     DATE

     The standardized measure of discounted future net cash flows is computed by
applying  year-end  prices of oil and gas,  estimated  at $24.93 U.S. and $24.74
Indonesia  per  barrel  and  $3.34  U.S.  only per  MMBTU,  respectively,  (with
consideration  of price  changes  only to the  extent  provided  by  contractual
arrangements) to the estimated future production of proved oil and gas reserves,
less estimated future  expenditures  (based on year-end costs) to be incurred in
developing and producing the proved  reserves,  less estimated future income tax
expenses (based on year-end  statutory tax rates,  with  consideration of future
tax rates already legislated) to be incurred on pretax net cash flows less basis
of the properties and available credits,  and assuming  continuation of existing
economic  conditions.  The estimated  future net cash flows are then  discounted
using a rate of 10 percent a year to reflect the estimated  timing of the future
cash flows.

                                     STANDARDIZED MEASURE OF DISCOUNTED FUTURE
                                     NET CASH FLOW AT MARCH 31, 2001 AND 2002

 <table>
<CAPTION>

                                                       2001                          2002
                                            Foreign            Domestic            Domestic
<S>                                <C>                <C>                  <C>

Future cash inflows                   $    286,351,650    $     54,824,430     $  52,618,250
Future production costs                (    76,902,400)    (     3,527,655)     (  1,215,500)
Future development costs               (    17,326,200)    (     5,851,611)     (  4,250,000)
Future income tax expenses             (    78,871,050)    (     3,759,137)     (  3,020,116)
                                      ----------------    ----------------     --------------
Future net cash flows                      113,252,000          41,686,027         44,132,634

10% annual discount for
     estimated timing of
     cash flows                        (    56,727,000)    (    10,972,756)     ( 23,071,414)
                                      ----------------    ----------------     --------------
Standardized measure of
     discounted future net cash
     flows relating to proved
     oil and gas reserves             $     56,525,000    $     30,713,271     $  21,061,220
                                      ================    ================     ==============




                                                        31


</table>
<page>
                         CAMBRIDGE ENERGY CORPORATION
                       SUPPLEMENTARY INFORMATION REGARDING
                        OIL AND GAS PRODUCING ACTIVITIES
              FOR THE YEARS ENDED MARCH 31, 2001 AND MARCH 31, 2002
                                    UNAUDITED


                  RECONCILIATION OF CHANGES IN THE STANDARDIZED
                   MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS
                       DURING THE ABOVE REFERENCED PERIOD



                                                     2001           2002
                                                     ----           ----
Beginning of period                            $ 126,997,204   $  87,238,271

Sales of oil and gas produced                    ( 2,860,646)              -
Net changes in prices and production costs                 -    (    766,772)
Development costs incurred                                 -               -
Revisions of previous quantity estimates                   -               -
Purchase of minerals in place                      22,681,991     21,061,220
Abandonment of minerals in place                 ( 59,580,278)  ( 86,471,499)
                                                -------------   -------------
End of period                                   $  87,238,271   $ 21,061,220
                                                =============   =============
















                                       32

<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           55              Annually          Inception

Jonathan E. Bates          43              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.


                                       33
<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-



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, and 2001.

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.







                                       34

<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     4/01/03
                       1,000,000            13.60           $1.00     4/01/03
                       1,000,000            13.60           $0.50     4/01/03
                         200,000              2.7           $0.75     4/15/03
                         200,000              2.7           $1.00     4/15/03
                         200,000              2.7           $1.50     4/15/03
                         200,000              2.7           $2.00     4/15/03
                         200,000              2.7           $2.50     4/15/03



     No options  granted to the directors and executive  officers were exercised
during the fiscal year ended March 31, 1998,  1999,  2000, 2001 or 2002.


Item 11.   Security Ownership of Certain Beneficial Owners and
           Management as of March 31, 2002

     (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*         16.48%%

     (b) Security Ownership of Management




                                       35

<PAGE>

     The  following  table  sets  forth  the  share  holdings  of the  Company's
directors and executive  officers as of March 31, 2002, with these  computations
based upon 18,802,382 shares of common stock being  outstanding,  and no options
granted being exercised.

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

Common       Perry Douglas West         Chairman and CEO         17.53%%
             P.O. Box 1656              3,192,393 Shares*
             Cocoa, Florida 32923

Common       LVJ, Inc.
             1760 Cheyenne Trail
             Maitland, FL  32751        3,000,000 Shares         16.48%

Common       Officers and Directors
             as a Group                 6,192,393 Shares         34.01%

* 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.








                                       36
<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.


























                                       37
<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 20, 2002.



                                    CAMBRIDGE ENERGY CORPORATION


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













                                       38
<PAGE>