SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933



                          CAMBRIDGE ENERGY CORPORATION
-------------------------------------------------------------------------------
               (Exact name of registrant 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 Officers)(Zip Code)


                           Employee Stock Plan of 2001
-------------------------------------------------------------------------------
                            (Full title of the plan)


   Perry Douglas West, 215 South Riverside Drive, Ste 12, Cocoa, Florida 32922
------------------------------------------------------------------------------
                     (Name and address of agent for service)


                                  321-636-6165
-------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
===============================================================================
                                         Proposed       Proposed
Title of                                 maximum        maximum
securities        Amount                 offering       aggregate    Amount of
to be             to be                  price          offering   registration
registered        registered             per share      price           fee
----------        ----------             ---------      -----           ---
Common           1,000,000 SHS.            1.00       $1,000,000      $250.00
===============================================================================


 Notes:
          1. If plan interests are being registered,  include the following:  In
     addition,  pursuant to Rule 416 (c) under the Securities Act of 1933,  this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee  benefit  plan(s) and described
     herein.

          2. Specific details relating to the fee calculation shall be furnished
     in notes to the  table,  including  references  to  provisions  of Rule 457
     relied upon, if the basis of the calculation is not other wise evident from
     the information presented in the table.

                                       1
<PAGE>

Item 3.  Incorporation of Certain Documents by Reference.

    The following  documents are  incorporated by reference in the  registration
statement:

     (a) The  registrant's  latest  annual  report  on  Form  10-KSB, or, if the
    financial  statements  therein are more  current,  the  registrant's  latest
    prospectus,  other than the  prospectus  of which this  document  is a part,
    filed pursuant to rule 424 (b) or (c) of the Securities  Exchange Commission
    under the Securities Act of 1933.

     (b) All other reports filed by the registrant pursuant to sections 13(a) or
    15(d) of the  Securities  Exchange  Act of 1934  since the end of the fiscal
    year  covered  by the annual  report or the  prospectus  referred  to in (a)
    above.

     (c) The descriptions of the registrant's common stock which is contained in
    the  registrant's  registration  statements  filed  under  section 12 of the
    Securities  Exchange Act of 1934,  including  any amendment or reports filed
    for the purpose of updating such descriptions.

     (d) All documents subsequently filed by the registrant pursuant to Sections
    13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
    the filing of a post-effective amendment to the registration statement which
    indicates  that all of the shares of common stock  offered have been sold or
    which deregisters all of such shares then remaining unsold,  shall be deemed
    to be  incorporated by reference in the  registration  statement and to be a
    part  hereof  from the date of  filling  of such  documents.  Any  statement
    contained  in a  document  incorporated  or  deemed  to be  incorporated  by
    reference  herein shall be deemed to be modified or superseded  for purposes
    of this  registration  statement  to the extent that a  statement  contained
    herein or in any  other  subsequently  filed  document  which  also is or is
    deemed to be  incorporated  by reference  herein modifies or supersedes such
    statement. Any such statement so modified or superseded shall not be deemed,
    except  as  so  modified  or  superseded,  to  constitute  a  part  of  this
    registration statement.

Item 4.  Description of Securities.
                                 Not applicable.

Item 5.  Interests of Named Experts and Counsel.
                                 Not applicable.

Item 6.  Indemnification of Directors and Officers

     Each person who was or is made a party or is threatened to be made party to
or is involved in or called as a witness in any Proceeding  because he or she is
an Indemnified Person, shall be indemnified and held harmless by the corporation
to the fullest extent  permitted under the Nevada law, as the same now exists or
may hereafter be amended (but,  in the case of any such  amendment,  only to the
extent  that  such  amendment   permits  the   corporation  to  provide  broader
indemnification  rights than the WBCA permitted the corporation to provide prior
to such amendment). Such indemnification shall cover all expenses incurred by an
Indemnified  Person  (including,  but not limited to,  attorneys' fees and other
expenses of  litigation)  and all  liabilities  and losses  (including,  but not
limited to,  judgments,  fines,  ERISA or other excise  taxes or  penalties  and
amounts paid or to be paid in settlement)  incurred by such person in connection
therewith.

     Notwithstanding  the  foregoing,  except  with  respect to  indemnification
specified  in Section 3 of the  Article,  the  corporation  shall  indemnify  an
Indemnified  Person in connection with a Proceeding (or part thereof)  initiated
by such person only if such  Proceeding  (or part thereof) was authorized by the
board of directors of the corporation.

                                       2
<PAGE>
         For purposes of this Article:

                  (i) a  "Proceeding"  is any  threatened,  pending or completed
                      action,  suit  or  proceeding,  whether  civil,  criminal,
                      administrative or investigative,  and any appeal therefrom
                      and whether formal or informal;
                  (ii)an "Indemnified Person" is a person who is, was, or had
                      agreed to become a director or an officer or a
                      Delegate, as defined herein, of the corporation or the
                      legal representative of any of the foregoing; and
                  (iii) a "Delegate"  is a person  serving at the request of the
                      corporation or a subsidiary of the corporation a director,
                      trustee,  fiduciary,  or officer of such  subsidiary or of
                      another corporation,  partnership, joint venture, trust or
                      other enterprise.

Item 7.  Exemption from Registration Claimed.
                                 Not applicable.

Item 9. Undertakings

   (a)The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment  to this  registration  statement:  (i) To include any
prospectus  required by section  10(a)(3) of the  Securities Act of 1933.(ii) To
reflect in the  prospectus  any facts or events arising after the effective date
of the  registration  statement  (or the most  recent  post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. (iii) To include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration  statement;  Provided,  however,  that paragraph
(a)(1)(i)  and  (a)(1)(ii)  shall not apply if the  information  required  to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

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

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

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

   (e) The undersigned  registrant  hereby  undertakes to deliver or cause to be
     delivered  with the  prospectus,  to each person to whom the  prospectus is
     sent or given,  the  latest  annual  report  to  security  holders  that is
     incorporated  by reference in the prospectus and furnished  pursuant to and
     meeting the  requirements  of Rule 14a-3 or Rule 14c-3 under the Securities
     Exchange Act of 1934 and, where interim financial  information  required to
     be  presented  by  Article  3 of  Regulation  S-X is not set  forth  in the
     prospectus, to deliver, or cause to be delivered to each person to whom the
     prospectus  is  sent  or  given,   the  latest  quarterly  report  that  is
     specifically  incorporated  by reference in the  prospectus to provide such
     interim financial information.

   (h) Insofar as indemnification  for liabilities  arising under the Securities
     Act of 1933 may be permitted to directors, officers and controlling persons
     of the  registrant  pursuant  to the  provision  described  in  Item  6, or
     otherwise,  the  registrant  has been  advised  that in the  opinion of the
     Securities and Exchange  Commission such  indemnification is against public
     policy as expressed  in the Act and is,  therefore,  unenforceable.  In the
     event that a claim for indemnification against such liabilities (other that
     the payment by the registrant of expenses incurred or paid by the director,
     officer or controlling  person of the registrant in the successful  defense
     of any action,  suit or proceedings) is asserted by such director,  officer
     or controlling  person in connection with the securities being  registered,
     the  registrant  will,  unless in the opinion of its counsel the matter has
     been settled by  controlling  precedent,  submit to a court of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.

                                       3
<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  on Form S-8 and has  duly  caused  this  registration
statement  or amendment  thereto to be signed on its behalf by the  undersigned,
thereunto duly authorized , in Cocoa, State of Florida, May 21, 2001.



                                          By  /s/ Perry D. West
                                              --------------------------
                                                  Perry D. West
                                                  Chief Executive Officer












                                       4
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SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          CAMBRIDGE ENERGY CORPORATION
-------------------------------------------------------------------------------
               (Exact name of registrant 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 Officers)(Zip Code)

                           Employee Stock Plan of 2001
-------------------------------------------------------------------------------
                            (Full title of the plan)

   Perry Douglas West, 215 South Riverside Drive, Ste 12, Cocoa, Florida 32922
------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                  321-636-6165
-------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
===============================================================================
                                         Proposed       Proposed
Title of                                 maximum        maximum
securities        Amount                 offering       aggregate    Amount of
to be             to be                  price          offering   registration
registered        registered             per share      price           fee
----------        ----------             ---------      -----           ---
Common           1,000,000 SHS.            1.00       $1,000,000      $250.00
===============================================================================

 Notes:
          1. If plan interests are being registered,  include the following:  In
     addition,  pursuant to Rule 416 (c) under the Securities Act of 1933,  this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee  benefit  plan(s) and described
     herein.

          2. Specific details relating to the fee calculation shall be furnished
     in notes to the  table,  including  references  to  provisions  of Rule 457
     relied upon, if the basis of the calculation is not other wise evident from
     the information presented in the table.

                                       1
Item 3.  Incorporation of Certain Documents by Reference.

    The following  documents are  incorporated by reference in the  registration
statement:

     (a) The  registrant's  latest  annual  report  on  Form  10-KSB, or, if the
    financial  statements  therein are more  current,  the  registrant's  latest
    prospectus,  other than the  prospectus  of which this  document  is a part,
    filed pursuant to rule 424 (b) or (c) of the Securities  Exchange Commission
    under the Securities Act of 1933.

     (b) All other reports filed by the registrant pursuant to sections 13(a) or
    15(d) of the  Securities  Exchange  Act of 1934  since the end of the fiscal
    year  covered  by the annual  report or the  prospectus  referred  to in (a)
    above.

     (c) The descriptions of the registrant's common stock which is contained in
    the  registrant's  registration  statements  filed  under  section 12 of the
    Securities  Exchange Act of 1934,  including  any amendment or reports filed
    for the purpose of updating such descriptions.

     (d) All documents subsequently filed by the registrant pursuant to Sections
    13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
    the filing of a post-effective amendment to the registration statement which
    indicates  that all of the shares of common stock  offered have been sold or
    which deregisters all of such shares then remaining unsold,  shall be deemed
    to be  incorporated by reference in the  registration  statement and to be a
    part  hereof  from the date of  filling  of such  documents.  Any  statement
    contained  in a  document  incorporated  or  deemed  to be  incorporated  by
    reference  herein shall be deemed to be modified or superseded  for purposes
    of this  registration  statement  to the extent that a  statement  contained
    herein or in any  other  subsequently  filed  document  which  also is or is
    deemed to be  incorporated  by reference  herein modifies or supersedes such
    statement. Any such statement so modified or superseded shall not be deemed,
    except  as  so  modified  or  superseded,  to  constitute  a  part  of  this
    registration statement.

Item 4.  Description of Securities.
                                 Not applicable.

Item 5.  Interests of Named Experts and Counsel.
                                 Not applicable.

Item 6.  Indemnification of Directors and Officers

     Each person who was or is made a party or is threatened to be made party to
or is involved in or called as a witness in any Proceeding  because he or she is
an Indemnified Person, shall be indemnified and held harmless by the corporation
to the fullest extent  permitted under the Nevada law, as the same now exists or
may hereafter be amended (but,  in the case of any such  amendment,  only to the
extent  that  such  amendment   permits  the   corporation  to  provide  broader
indemnification  rights than the WBCA permitted the corporation to provide prior
to such amendment). Such indemnification shall cover all expenses incurred by an
Indemnified  Person  (including,  but not limited to,  attorneys' fees and other
expenses of  litigation)  and all  liabilities  and losses  (including,  but not
limited to,  judgments,  fines,  ERISA or other excise  taxes or  penalties  and
amounts paid or to be paid in settlement)  incurred by such person in connection
therewith.

     Notwithstanding  the  foregoing,  except  with  respect to  indemnification
specified  in Section 3 of the  Article,  the  corporation  shall  indemnify  an
Indemnified  Person in connection with a Proceeding (or part thereof)  initiated
by such person only if such  Proceeding  (or part thereof) was authorized by the
board of directors of the corporation.

                                       2
For purposes of this Article:

                  (i) a  "Proceeding"  is any  threatened,  pending or completed
                      action,  suit  or  proceeding,  whether  civil,  criminal,
                      administrative or investigative,  and any appeal therefrom
                      and whether formal or informal;
                  (ii)an "Indemnified Person" is a person who is, was, or had
                      agreed to become a director or an officer or a
                      Delegate, as defined herein, of the corporation or the
                      legal representative of any of the foregoing; and
                  (iii) a "Delegate"  is a person  serving at the request of the
                      corporation or a subsidiary of the corporation a director,
                      trustee,  fiduciary,  or officer of such  subsidiary or of
                      another corporation,  partnership, joint venture, trust or
                      other enterprise.

Item 7.  Exemption from Registration Claimed.
                                 Not applicable.

Item 9. Undertakings

   (a)The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment  to this  registration  statement:  (i) To include any
prospectus  required by section  10(a)(3) of the  Securities Act of 1933.(ii) To
reflect in the  prospectus  any facts or events arising after the effective date
of the  registration  statement  (or the most  recent  post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. (iii) To include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration  statement;  Provided,  however,  that paragraph
(a)(1)(i)  and  (a)(1)(ii)  shall not apply if the  information  required  to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

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

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

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

   (e) The undersigned  registrant  hereby  undertakes to deliver or cause to be
     delivered  with the  prospectus,  to each person to whom the  prospectus is
     sent or given,  the  latest  annual  report  to  security  holders  that is
     incorporated  by reference in the prospectus and furnished  pursuant to and
     meeting the  requirements  of Rule 14a-3 or Rule 14c-3 under the Securities
     Exchange Act of 1934 and, where interim financial  information  required to
     be  presented  by  Article  3 of  Regulation  S-X is not set  forth  in the
     prospectus, to deliver, or cause to be delivered to each person to whom the
     prospectus  is  sent  or  given,   the  latest  quarterly  report  that  is
     specifically  incorporated  by reference in the  prospectus to provide such
     interim financial information.

   (h) Insofar as indemnification  for liabilities  arising under the Securities
     Act of 1933 may be permitted to directors, officers and controlling persons
     of the  registrant  pursuant  to the  provision  described  in  Item  6, or
     otherwise,  the  registrant  has been  advised  that in the  opinion of the
     Securities and Exchange  Commission such  indemnification is against public
     policy as expressed  in the Act and is,  therefore,  unenforceable.  In the
     event that a claim for indemnification against such liabilities (other that
     the payment by the registrant of expenses incurred or paid by the director,
     officer or controlling  person of the registrant in the successful  defense
     of any action,  suit or proceedings) is asserted by such director,  officer
     or controlling  person in connection with the securities being  registered,
     the  registrant  will,  unless in the opinion of its counsel the matter has
     been settled by  controlling  precedent,  submit to a court of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.

                                       3
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  on Form S-8 and has  duly  caused  this  registration
statement  or amendment  thereto to be signed on its behalf by the  undersigned,
thereunto duly authorized , in Cocoa, State of Florida, May 21, 2001.

                                          By  /s/ Perry D. West
                                              --------------------------
                                                  Perry D. West
                                                  Chief Executive Officer

                                       4