U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-KSB

(X)  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the annual period ended JUNE 30, 2003

( )  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
     For the transition period from          TO
                                    ---------  ---------

For the fiscal year ended June 30, 2003
Commission file number 0-12962


                            CAMBRIDGE HOLDINGS, LTD.
        (Exact name of small business issuer as specified in its charter)


             Colorado                                   84-0826695
  (State or other jurisdiction of          (IRS Employer Identification Number)
  incorporation or organization)


            106 S. University Blvd. #14.                   80209
                Denver, Colorado
     (Address of principal executive offices)            (Zip Code)


   Issuer's telephone number, including area code      (303) 722-4008

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months, and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]


Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained herein, and will not 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. [X]

The issuer had $98,000 in revenues for the fiscal year ended June 30, 2003.

The aggregate market value of the voting stock held by non-affiliates was
approximately $176,376 on September 25, 2003.


<PAGE>




State the number of shares outstanding of each of the Issuer's classes of common
stock, as of the latest practicable date.

                   Class                    Outstanding at September 26, 2003
       Common Stock, $.025 par value                    3,029,870


Transitional Small Business Disclosure Format   Yes [ ]   No [X]

                                     Part I

Item 1.   DESCRIPTION/BUSINESS.

     (a) BUSINESS DEVELOPMENT. Cambridge Holdings, Ltd. the Registrant (the
"Company"), was incorporated under the laws of the State of Colorado on June 23,
1980 under the name Jones Optical Company. The Company's name was changed to
Cambridge Holdings, Ltd. in August 1988.

In December 2001 the Company acquired securities of AspenBio, Inc. ("AspenBio")
for $600,000. The Company received 1,000,000 common shares (which constituted at
that time approximately 11% of the outstanding common stock of AspenBio) and
330,000 warrants to purchase AspenBio common stock exercisable at $1 per share
expiring January 1, 2007. Certain directors, officers, and consultants of the
Company also received an aggregate of 530,000 warrants to purchase AspenBio
common stock with the same terms. In September 2002, the Company completed a
distribution to its shareholders of 496,296 shares of the AspenBio stock, which
was recorded by the Company as a dividend at the shares' then estimated fair
value of $150,000.

In July 2002, AspenBio obtained a bank loan for purposes of constructing a new
facility. The bank required additional collateral and the Company agreed to
guarantee up to $200,000 of the bank loan. AspenBio subsequently closed on a
permanent mortgage on the facility thereby releasing the Company from the
guarantee. No amounts have been paid by the Company pursuant to the guarantee.
In connection with the Company making the guarantee, AspenBio, Inc. issued a
warrant to the Company to purchase 100,000 shares of AspenBio common stock at
$1.50 per share, expiring July 5, 2005.

In January 2002, the Company received a 7% convertible note due in one year from
Advanced Nutraceuticals, Inc. ("ANI") in connection with a $250,000 loan made by
the Company to ANI. ANI also issued a warrant to the Company pursuant to which
the Company may acquire 50,000 shares of ANI common stock at $1 per share
through June 2004. During September 2002, under an amended agreement, all of the
principal and accrued interest were converted into 475,118 shares of ANI common
stock. Greg Pusey and Jeff McGonegal, officers and directors of the Company, are
also officers of ANI and Mr. Pusey is a director of both companies.

                                      -2-
<PAGE>
In December 2002, the Company loaned $125,000 to A4S Technologies, Inc. and
received an 8% note for $125,000 due in one year convertible into A4S common
stock at $.92 per share. A4S is a privately-held company which markets audio and
video streaming applications for surveillance activities. The Company also
received a warrant to purchase up to 31,250 shares of A4S common stock at $1.00
per share through December 31, 2006. In connection with this transaction,
Gregory Pusey, President of the Company, became a member of the A4S Board of
Directors.

In June 2003, the Company converted the $125,000 note at $.92 per share, and
loaned $160,000 to A4S. The Company received a 6% note for $160,000 due December
31, 2005 which is convertible into A4S common stock at $1.00 per share. In
September 2003, the Company orally agreed to loan an additional $100,000 to A4S,
which loan is to be evidenced by a 6% note due December 31, 2005. The Company is
also to receive a warrant to purchase up to 100,000 shares of A4S common stock
at $1.00 per share through September 30, 2007.  All of the aforesaid
transactions were approved by a disinterested majority of the Company's Board
and the Board believes that the terms are at least as favorable as could have
been obtained from an unaffiliated party.

In May 2003 the Company loaned $150,000 to Louisiana Land Systems Inc., which
loan matures in November 2004 with interest at 5% per annum.

During 1997, the Company purchased from an unaffiliated seller, raw land in an
area known as Cordillera Valley Club in Eagle County, Colorado west of Vail. The
land was conveyed to a limited liability company in which the Company is a
member with a 50% interest (CVC Lot 19 LLC). Subsequent funds conveyed by the
Company to the LLC were recorded as a note receivable from a related party on
the Company's balance sheet. The lot was developed with a luxury residence that
was completed in early 1998.

Following an extended period of unsuccessfully attempting to market the
property, in February 2003 Ed Zneimer, the other 50% owner in CVC Lot 19, LLC,
purchased the Company's interest and the related note receivable in CVC Lot 19,
LLC for $200,000, paid in cash. The sale transaction resulted in a reported gain
to the Company during the third quarter of the current fiscal year totaling
approximately $44,100, after considering the impairment allowance of
approximately $382,400, which had previously been recorded against the asset.

In addition to real property acquisitions, the Company may consider the possible
acquisition of, or merger with, another business entity, or other types of
business transactions. The Company does not intend to limit its search to
companies in real estate activities. A substantial amount of time may lapse and
the Company may expend considerable funds for consulting, legal, accounting and
other fees before the Company is able, if at all, to acquire other real estate
interests or businesses outside the real estate industry. From time to time, the
Company also acquires equity securities, which have a potential for capital
gains and losses or, in some cases, income potential. The Company has no
limitations on the percentage of assets that may be invested in any one
instrument, or type of investment, nor is the Company limited in the types of
real estate in which the Company may invest. The Company's determination of the
method of operating and financing its properties is not fixed, and will, instead
depend on the type of property purchased and the Company's objective in
operating the particular property.

The Company is currently considering other real estate development activities,
as well as other business opportunities. In addition to real property
acquisitions, the Company may consider the possible acquisition of, or merger
with, another business entity, or other types of business transactions. The
Company does not intend to limit its search to companies in real estate

                                      -3-
<PAGE>
activities. A substantial amount of time may lapse and the Company may expend
considerable funds for consulting, legal, accounting and other fees before the
Company is able, if at all, to acquire other real estate interests or businesses
outside the real estate industry. From time to time, the Company also acquires
equity securities, which have a potential for capital gains and losses or, in
some cases, income potential. The Company has no limitations on the percentage
of assets that may be invested in any one instrument, or type of investment, nor
is the Company limited in the types of real estate in which the Company may
invest. The Company's determination of the method of operating and financing its
properties is not fixed, and will, instead depend on the type of property
purchased and the Company's objective in operating the particular property.

COMPETITION. The real estate business is highly competitive and the Company
competes with numerous entities engaged in real estate activities, many of which
have greater financial resources than those of the Company. The Company's
management believes that success against such competition is dependent upon the
quality of the investments, the geographic location of the property, the amount
of new construction in the area and the design and appearance of the property.
The Company's management believes that general economic circumstances and trends
and new properties in the vicinity of each of the Company's properties will also
be competitive factors.

     EMPLOYEES. The Company has only two employees, both of whom serve the
Company on a part-time basis.

Item 2. DESCRIPTION OF PROPERTIES.

     The Company's administrative activities are conducted at the Company's
corporate headquarters located in Denver, Colorado in a space shared by the
Company with an affiliate, Livingston Capital, Ltd. ("Livingston"). The Company
pays Livingston a monthly fee of $750 for rent and certain overhead
administrative expenses. A description of real estate business activities is
included in Item 1.

Item 3. LEGAL PROCEEDINGS.

     The Company is not involved in any material, pending legal proceedings.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matter was submitted to a vote of the Company's security holders during
the fourth quarter covered by this Report, and the Item is, therefore,
inapplicable.

                                     PART II


Item 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

                                      -4-
<PAGE>
     The Company's $.025 par value common stock trades on the Electronic
Bulletin Board under the symbol "CDGD.OB". Trading in the common stock in the
over-the-counter market has been limited and sporadic and the quotations set
forth below are not necessarily indicative of actual market conditions. Further,
these prices reflect inter-dealer prices without retail mark-up, markdown, or
commission and may not necessarily reflect actual transactions. The high and low
bid prices for the common stock for each quarter of the fiscal years ended June
30, 2003 and 2002 are as follows:

          Quarter Ended                  High Bid                  Low Bid
          -----------------------------------------------------------------
          June 30, 2003                  $.40                      $.25
          March 31, 2003                 $.40                      $.25
          December 31, 2002              $.25                      $.25
          September 30, 2002             $.40                      $.25
          June 30, 2002                  $.42                      $.40
          March 31, 2002                 $.41                      $.41
          December 31, 2001              $.41                     $.375
          September 30, 2001             $.47                     $.375

     At August 20, 2003 the number of holders of record of the Company's common
stock was 954. No cash dividends were paid during the years ended June 30, 2003
and 2002. In September 2002, the Company distributed 496,296 shares of AspenBio
stock to its shareholders, which was recorded by the Company as a dividend at
the shares' then estimated fair value of $150,000.

Item 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     The information set forth in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" below includes "forward looking
statements" within the meaning of Section 27A of the Securities Act, and is
subject to the safe harbor created by that section. Factors that could cause
actual results to differ materially from these contained in the forward looking
statements are set forth in "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

LIQUIDITY AND CAPITAL RESOURCES.

At June 30, 2003, the Company had cash and cash equivalents of $205,300 and
working capital of $2,151,900.

As described in Item 1(a), the Company had guaranteed up to $200,000 of debt of
AspenBio, Inc. It is believed that with the establishment of a permanent
mortgage on the property, the Company will have no further exposure from this
transaction.

For the period ended June 30, 2003, operating activities consumed cash of
$110,900 as compared to cash consumed of $52,200 for the year ended June 30,
2002. Gains from the sale of investment securities were $29,500 in 2003. Losses
from the sale of investment securities were $212,200 in 2002.

                                      -5-
<PAGE>
Cash used by investing activities was approximately $92,600 during the year
ended June 30, 2003 compared to cash used by investing activities of $1,508,300
during the year ended June 30, 2002. During the year ended June 30, 2003,
approximately $207,500 was provided from the net sales of investment securities
compared to approximately $1,235,800 used to purchase investment securities; net
of related security sales, during the year ended June 30, 2002. During 2003, a
note was collected from a related party for $200,000. Investments in notes
receivable to unrelated parties were $435,000 in 2003 compared to $250,000 in
2002. The Company's only fixed asset purchase during either 2002 or 2003 was the
purchase of a car for its president, Greg Pusey. The Company's assets,
especially the values of the securities held by the Company are often highly
volatile. In addition, trading in the securities the Company holds may be thin
or there may be other impediments to, or restrictions on transfer.

     There was no cash activity in financing activities during the years ended
June 30, 2003 or 2002.

RESULTS OF OPERATIONS.

FISCAL YEAR ENDED JUNE 30, 2003 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2002

     The Company's revenues for the year ended June 30, 2003 consisted of
interest and dividend income of $24,400. Gains on the sale of securities were
approximately $29,500 and a gain from the sale of an LLC interest was $44,100.
The Company's revenues for the year ended June 30, 2002 consisted of interest
and dividend income of $52,500, offset by losses on the sale of securities of
approximately $212,200 and a loss from LLC investments of $31,400 resulting from
an increase in the impairment allowance on the note receivable from CVC Lot 19,
LLC.

During the years ended June 30, 2003 and 2002, the Company incurred operating,
general and administrative costs of approximately $142,100 and $148,300,
respectively. The Company had a loss before taxes of $43,700 for the year ended
June 30, 2003 as compared with a loss before taxes of $301,200 for the year
ended June 30, 2002.

INCOME TAXES

As discussed in Note 6 to the accompanying financial statements, as of June 30,
2003 the Company has $384,000 in deferred tax assets. Management of the Company
has developed a tax planning strategy in which operating losses will be carried
forward to future tax filings and allow the Company to realize an $82,000 tax
benefit. A valuation allowance of $302,000 has therefore been established for
the remaining deferred tax assets because the Company has not been able to
determine that it is more likely than not that the net deferred tax assets will
be realized.

                                      -6-
<PAGE>
Item 7.    FINANCIAL STATEMENTS.


                           CAMBRIDGE HOLDINGS, LTD.

                              FINANCIAL STATEMENTS
                       YEARS ENDED JUNE 30, 2003 AND 2002
                                      INDEX

                                                                     Page
                                                                     ----

Independent Auditors' Report                                         F-2

Balance Sheet                                                        F-3

Statements of Operations and Comprehensive Income (Loss)             F-4

Statements of Changes in Stockholders' Equity                        F-5

Statements of Cash Flows                                             F-6

Notes to Financial Statements                                        F-7




<PAGE>


                                AJ. ROBBINS, PC.
                          CERTIFIED PUBLIC ACCOUNTANTS
                              216 SIXTEENTH STREET
                                    SUITE 600
                             DENVER, COLORADO 80202

                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
Cambridge Holdings, Ltd.
Denver, Colorado

We have audited the accompanying balance sheet of Cambridge Holdings, Ltd. as of
June 30, 2003, and the related statements of operations and comprehensive
income/(loss), changes in stockholders' equity, and cash flows for the year then
ended. We have also audited the consolidated statements of operations and
comprehensive income/(loss), changes in stockholders' equity, and cash flows for
the year ended June 30, 2002. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we 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. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cambridge Holdings, Ltd. as of
June 30, 2003, and the results of its operations and comprehensive income/(loss)
and its cash flows for the year ended June 30, 2003. Also, in our opinion, the
2002 consolidated financial statements referred to above present fairly, in all
material respects, the results of operations and comprehensive income/(loss) and
its cash flows for the year ended June 30, 2002, in conformity with generally
accepted accounting principles in the United States of America.


                                        AJ. ROBBINS, PC.
                                        CERTIFIED PUBLIC ACCOUNTANTS

Denver, Colorado
September 16, 2003

                                      F-2

<PAGE>

<TABLE>
<CAPTION>

                            CAMBIRDGE HOLDINGS, LTD.
                                 BALANCE SHEET
                                 JUNE 30, 2003
                                 =============



                                     ASSETS
                                     ------
CURRENT ASSETS:
<S>                                                                    <C>
     Cash and cash equivalents                                         $       205,267
     Investment securities - available for sale, net                         1,867,025
     Deferred tax asset                                                         82,000
                                                                       ---------------

                  Total Current Assets                                       2,154,292

PROPERTY AND EQUIPMENT, net                                                     47,608

NOTES RECEIVABLE                                                               310,000
                                                                       ---------------

                                                                       $     2,511,900
                                                                       ===============

                   LIABILITIES AND STOCKHOLDERS' EQUITY
                   ------------------------------------

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                             $         2,372
                                                                       ---------------

                  Total Current Liabilities                                      2,372
                                                                       ---------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
     Common stock, $.025 par value; 15,000,000 shares
         authorized: 3,029,870 issued and outstanding                           75,747
     Additional paid-in capital                                              2,997,292
     Accumulated (deficit)                                                    (771,561)
      Accumulated other comprehensive income, net of tax:

         Net unrealized gains on securities, available for sale                208,050
                                                                       ---------------

                  Total Stockholders' Equity                                 2,509,528
                                                                       ---------------

                                                                       $     2,511,900
                                                                       ===============
</TABLE>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                      F-3
<PAGE>



<TABLE>
<CAPTION>

                            CAMBRIDGE HOLDINGS, LTD.
            STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002
                   ==========================================



                                                           For the Years Ended June 30,
                                                              2003             2002
                                                        -------------      ------------
<S>                                                     <C>                <C>
  REVENUES:
       Net realized gains (losses) on sales of
           investment securities                        $      29,520      $   (212,185)
       Net income (loss) from LLC investments                  44,120           (31,342)
       Interest and dividend income                            24,352            52,515
                                                        -------------      ------------

                    Total Revenues                             97,992          (191,012)
                                                        -------------      -------------



  OPERATING (EXPENSES) AND OTHER INCOME:
       Operating, general and administrative                 (142,133)         (148,290)
       Interest income - related party                              -             8,750
       Other income                                               481            29,328
                                                        -------------      ------------

                    Net Other Income (Expense)               (141,652)         (110,212)
                                                        -------------      ------------

  (LOSS) BEFORE INCOME TAX (BENEFIT)                          (43,660)         (301,224)
  INCOME TAX (BENEFIT)                                              -                 -
                                                        --------------     ------------

  NET (LOSS)                                                  (43,660)         (301,224)

  OTHER COMPREHENSIVE INCOME (LOSS), net of tax -
       Unrealized holding gains                               284,811           244,339
                                                        -------------      ------------


  COMPREHENSIVE INCOME (LOSS)                           $      241,151     $    (56,885)
                                                        ==============     ============

  NET INCOME (LOSS) PER COMMON SHARE, BASIC AND
       DILUTED                                          $        (.01)     $       (.10)
                                                        ==============     =============

  Weighted average number of
       common shares outstanding                            3,029,870         3,029,870
                                                        =============      ============
</TABLE>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                      F-4

<PAGE>



<TABLE>
<CAPTION>

                            CAMBRIDGE HOLDINGS, LTD.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002
                   ==========================================



                                                                                                       Accumulated
                                                                          Additional                      Other           Total
                                                    Common Stock           Paid-in     Accumulated     Comprehensive   Stockholders'
                                              Shares            Amount     Capital      (Deficit)     Income/(Loss)       Equity
                                            ---------       -----------  -----------   -----------   ---------------- --------------
<S>            <C> <C>                      <C>             <C>          <C>            <C>          <C>              <C>
Balances, June 30, 2001                     3,029,870       $    75,747  $ 2,997,292    $(276,677)   $    (321,100)   $ 2,475,262

   Net unrealized gains on
            securities available for sale           -                 -            -            -          244,339        244,339

   Net (loss) for the year                          -                -             -    (301,224)                -       (301,224)
                                           ----------      -----------    ----------    ---------    -------------   -------------

Balances, June 30, 2002                     3,029,870           75,747     2,997,292     (577,901)         (76,761)     2,418,377

   Net unrealized gains on
            securities available for sale           -                -             -            -          284,811        284,811

   Stock dividend paid                              -                -             -     (150,000)               -       (150,000)

   Net (loss) for the year                          -                -             -      (43,660)               -        (43,660)
                                           ----------      -----------   -----------    ---------    -------------   ------------


Balances, June 30, 2003                     3,029,870       $   75,747   $ 2,997,292   $ (771,561)  $      208,050   $  2,509,528
                                           ==========      ===========   ===========  ===========   ==============   ============

</TABLE>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                      F-5

<PAGE>



<TABLE>
<CAPTION>

                            CAMBRIDGE HOLDINGS, LTD.
                            STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002
                   ===========================================


                                                                              For the Years Ended June 30,
                                                                             ------------------------------
                                                                                   2003             2002
                                                                             -------------   --------------

CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
<S>                                                                         <C>               <C>
Net (loss)                                                                  $     (43,660)    $  (301,224)
  Adjustments to reconcile net (loss) to net cash
     provided (used) by operating activities:
       Impairment allowance on notes receivable, related parties                        -          31,342
       Depreciation                                                                20,840          11,411
       Realized (gains)/losses on sale of investment securities                   (29,520)        212,185
       Gain on sale of LLC investment                                             (50,000)              -
       Realized loss on sale/disposal of fixed assets                                 822               -
  Changes in:
       Accrued interest - related party                                            (2,565)         (8,750)
       Accrued liabilities and other                                               (6,814)          2,811
                                                                            --------------  -------------

         Cash Flows (Used) By Operating Activities                               ( 110,897)        (52,225)
                                                                             -------------   -------------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
  Purchase of investment securities                                               (250,409)     (1,362,233)
  Proceeds from sale of investment securities                                      457,862         126,449
  Investments in notes receivable - related parties                                      -         (22,482)
  Collection on notes receivable - related parties                                 200,000               -
  Issuance of notes receivable                                                    (435,000)       (250,000)
  Purchase of fixed assets                                                         (65,045)
                                                                             -------------   --------------

         Cash Flows (Used) By Investing Activities                                 (92,592)     (1,508,266)
                                                                             --------------  -------------


NET (DECREASE) IN CASH AND CASH EQUIVALENTS                                       (203,489)     (1,560,491)

CASH AND CASH EQUIVALENTS, beginning of year                                       408,756       1,969,247
                                                                             -------------   -------------

CASH AND CASH EQUIVALENTS, end of year                                       $     205,267   $     408,756
                                                                             =============   =============

</TABLE>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                      F-6
<PAGE>

                            CAMBRIDGE HOLDINGS, LTD.
                         NOTES TO FINANCIAL STATEMENTS
                         =============================



NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Business
-------------------------
Cambridge Holdings, Ltd. ("Cambridge" or "The Company") was incorporated on June
23, 1980 under the laws of the State of Colorado. The fiscal year end is June
30. The Company's operations have consisted of investments in the stock market,
real estate development and other business investments. The Company also
explores other business acquisitions, opportunities and investments.

Consolidation
-------------
In August 2000 the Company formed a wholly owned subsidiary, CamCap, Inc. The
subsidiary was inactive. The consolidated financial statements for the year
ended June 30, 2002 include the accounts of Cambridge Holdings, Ltd. and its
wholly-owned subsidiary (the "Company"). All significant intercompany balances
and transactions were eliminated in consolidation. As of June 2002, the inactive
subsidiary was dissolved with no gain or loss recorded.

Concentrations of Credit Risk
-----------------------------
The Company's financial instruments that are exposed to concentrations of credit
risk consist primarily of cash balances in excess of the insurance provided by
governmental insurance authorities. The Company has not experienced any losses
on such accounts.

Use of 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 and assumptions.

Investment Securities
---------------------
Investment securities classified as available for sale are those securities that
the Company does not have the positive intent to hold to maturity or does not
intend to trade actively. These securities are reported at fair value with
unrealized gains and losses reported as a net amount (net of applicable income
taxes) as a separate component of stockholders' equity.

Fair Value of Financial Instruments
-----------------------------------
Unless otherwise specified, the Company believes the carrying value of financial
instruments approximates their fair value.

Revenue Recognition
-------------------
Interest and dividend income is recorded on the accrual basis. Gains and losses
on sales of securities are recognized at time of sale.


                                      F-7
<PAGE>

                            CAMBRIDGE HOLDINGS, LTD.
                         NOTES TO FINANCIAL STATEMENTS
                         =============================



NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Property and Equipment
----------------------
Property and equipment are recorded at cost. Depreciation expense is generally
provided on a straight-line basis using estimated useful lives of 3-5 years.
Total depreciation expense was $20,840 and $11,411 for the years ended June 30,
2003 and 2002, respectively.

Investment in LLC
-----------------
The investment in LLC was accounted for under the equity method.

Impairment of Long-Lived Assets
-------------------------------
The Company evaluates its long-lived assets by measuring the carrying amount of
the assets against the estimated undiscounted future cash flows associated with
them. At the time such evaluations indicate the future undiscounted cash flows
of certain long-lived assets are not sufficient to cover the carrying value of
such assets, the assets are adjusted to their fair values. As of June 30, 2002
the Company had recorded a cumulative allowance against its note receivable from
the Lot 19 LLC of $382,365. In February 2003, the note receivable in CVC Lot
19,LLC was sold for $200,000, paid in cash. The sale transaction resulted in a
reported gain to the Company totaling approximately $50,000, after considering
the impairment allowance.

Income Taxes
------------
The Company follows the provisions of Statement of Financial Accounting
Standards No. 109 - Accounting for Income Taxes. Under SFAS No. 109, the
Company's policy is to provide deferred income taxes related to items that
result in differences between the financial reporting and tax basis of assets
and liabilities.

Earnings Per Common Share
-------------------------
The Company computes earnings per common share in accordance with Statement of
Financial Accounting Standards No. 128, Earnings Per Share (SFAS No. 128). This
Statement simplifies the standards for computing earnings per share (EPS)
previously found in Accounting Principles Board Opinion No. 15, Earnings Per
Share, and makes them more comparable to international EPS standards. SFAS No.
128 replaces the presentation of primary EPS with a presentation of basic EPS.
In addition, the Statement requires dual presentation of basic and diluted EPS
on the face of the income statement for all entities with complex capital
structures and requires a reconciliation of the numerator and denominator of the
basic EPS computation to the numerator and denominator of the diluted EPS
computation.

Options to purchase 480,000 shares of common stock were not included in the
computation of diluted earnings per share as their effect was anti-dilutive for
the years ended June 30, 2003 and 2002, respectively.


                                      F-8

<PAGE>

                            CAMBRIDGE HOLDINGS, LTD.
                         NOTES TO FINANCIAL STATEMENTS
                         =============================



NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Cash and Cash Equivalents
-------------------------
Cash and cash equivalents include cash on hand and investments with original
maturities of three months or less.

Stock Option Plans
------------------
In December 2002 the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS No. 123. This
Statement amends SFAS No. 123 to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation from the intrinsic value based method of accounting
prescribed by APB No. 25. In addition, this Statement amends the disclosure
requirements of SFAS No. 123 to require prominent disclosures in both annual and
interim financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results.

Under the provisions of SFAS No. 148, companies that choose to adopt the
accounting provisions of SFAS No. 123 will be permitted to select from three
transition methods: Prospective method, Modified Prospective method and
Retroactive Restatement method. The transition and annual disclosure provisions
of SFAS No. 148 are effective for the fiscal years ending after December 15,
2002. The Company has reviewed SFAS 148 and its adoption did not have a material
effect on its consolidated financial statements.

Comprehensive Income (Loss)
---------------------------
FASB Statement No. 130, Reporting Comprehensive Income (Loss) requires the
reporting of comprehensive income (loss) in addition to net income (loss) from
operations. Comprehensive income (loss) is a more inclusive financial reporting
methodology that includes disclosure of certain financial information that
historically has not been recognized in the calculation of net income (loss).

The change in net unrealized securities gains (losses) recognized in other
comprehensive income includes two components: (1) unrealized gains (losses) that
arose during the period from changes in market value of securities that were
held during the period (holding gains (losses)), and (2) gains or (losses) that
were previously unrealized, but have been recognized in current period net
income due to sales of available-for sale securities (reclassification for
realized gains). This reclassification has no effect on total comprehensive
income (loss) or shareholders' equity.


                                      F-9

<PAGE>

                            CAMBRIDGE HOLDINGS, LTD.
                         NOTES TO FINANCIAL STATEMENTS
                         =============================



NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)


The following table presents the components of other comprehensive income
(loss), net of tax:

<TABLE>
<CAPTION>

  Years ended June 30, (net of tax)                                 2003              2002
                                                               -------------     --------------
<S>                                                            <C>               <C>
  Holding gains (losses)                                       $     263,581     $     466,451
  Reclassification for realized gains (losses)                        21,230          (222,112)
                                                               -------------     --------------

  Increase (decrease) in net unrealized securities gains
  (losses) recognized in other comprehensive income            $     284,811     $     244,339
                                                               =============     =============
</TABLE>



Recently Issued Accounting Pronouncements
-----------------------------------------
In July 2001 the Financial Accounting Standards Board ("FASB") issued Statements
of Financial Accounting Standards No. 141, "Business Combinations" ("SFAS 141")
and No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 141
requires all business combinations initiated after June 30, 2001 to be accounted
for using the purchase method. Under SFAS 142, goodwill and intangible assets
with indefinite lives are no longer amortized but are reviewed annually (or more
frequently if impairment indicators arise) for impairment. Separable intangible
assets that are not deemed to have indefinite lives will continue to be
amortized over their useful lives (but with no maximum life). The amortization
provisions of SFAS 142 apply to goodwill and intangible assets acquired after
June 30, 2001. With respect to goodwill and intangible assets acquired prior to
July 1, 2001, the Company adopted SFAS 142 effective July 1, 2001 and does not
believe it will have a material impact on its financial statements.

In July 2001 the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations, which addresses accounting and reporting for obligations associated
with the retirement of tangible long-lived assets and the associated asset
retirement costs. SFAS No. 143 will be effective for the Company for the fiscal
year beginning July 1, 2002 and early adoption is encouraged. SFAS No. 143
requires that the fair value of a liability for an asset's retirement obligation
be recorded in the period in which it is incurred and the corresponding cost
capitalized by increasing the carrying amount of the related long-lived asset.
The Company's adoption of the new standard did not have a material impact on its
financial statements.


                                      F-10
<PAGE>



                            CAMBRIDGE HOLDINGS, LTD.
                         NOTES TO FINANCIAL STATEMENTS
                         =============================


NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

In August 2001 the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS No. 144 is effective for the Company on July
1, 2002 and addresses accounting and reporting for the impairment or disposal of
long-lived assets. SFAS No. 144 supersedes SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of and
APB Opinion No. 30, Reporting the Results of Operations-

Reporting the Effects of Disposal of a Segment of a Business. SFAS No. 144
retains the fundamental provisions of SFAS No. 121 and expands the reporting of
discontinued operations to include all components of an entity with operations
that can be distinguished from the rest of the entity and that will be
eliminated from the ongoing operations of the entity in a disposal transaction.
The Company has reviewed SFAS 144 and its adoption did not have a material
effect on its financial statements.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No.
4, 44, and 64, Amendment of FAS Statement No. 13, and Technical Corrections
("SFAS 145"). This statement rescinds the requirement in SFAS No. 4, Reporting
Gains and Losses from Extinguishment of Debt, that material gains and losses on
the extinguishment of debt be treated as extraordinary items. The statement also
amends SFAS No. 13, Accounting for Leases, to eliminate an inconsistency between
the accounting for sale-leaseback transactions and the accounting for certain
lease modifications that have economic effects that are similar to
sale-leaseback transactions. Finally the standard makes a number of
consequential and other technical corrections to other standards. The provisions
of the statement relating to the rescission of SFAS 4 are effective for fiscal
years beginning after May 15, 2002. Provisions of the statement relating to the
amendment of SFAS 13 are effective for transactions occurring after May 15, 2002
and the other provisions of the statement are effective for financial statements
issued on or after May 15, 2002. The Company has reviewed SFAS 145 and its
adoption did not have a material effect on its financial statements.

In July 2002 the FASB issued SFAS No. 146, Accounting for Exit or Disposal
Activities ("SFAS 146"). SFAS 146 applies to costs associated with an exit
activity (including restructuring) or with a disposal of long-lived assets.
Those activities can include eliminating or reducing product lines, terminating
employees and contracts, and relocating plant facilities or personnel. SFAS 146
will require a Company to disclose information about its exit and disposal
activities, the related costs, and changes in those costs in the notes to the
interim and annual financial statements that include the period in which an exit
activity is initiated and in any subsequent period until the activity is
completed. SFAS 146 supersedes Emerging Issues Task Force Issue No. 94-3,
Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring), and
requires liabilities associated with exit and disposal activities to be expensed
as incurred and can be measured at fair value. SFAS 146 is effective
prospectively for exit or disposal activities initiated after December 31, 2002,
with earlier adoption encouraged. The Company has reviewed SFAS 146 and its
adoption did not have a material effect on its consolidated financial
statements.

                                      F-11
<PAGE>

                            CAMBRIDGE HOLDINGS, LTD.
                         NOTES TO FINANCIAL STATEMENTS
                         =============================



NOTE 2 - INVESTMENT SECURITIES

At June 30, 2003 the Company's market value of available for sale securities
consisted of the following:

<TABLE>
<CAPTION>

                                                           Gross Unrealized       Estimated
                                              Cost              Gain             Fair Value
                                        ----------------  ----------------    ----------------
<S>                                     <C>               <C>                 <C>
Common and preferred stocks             $      1,314,003  $        204,586    $      1,518,589
Bond Funds                                       348,436                 -             348,436
                                        ----------------  ----------------    ----------------

Total                                   $      1,662,439  $        204,586    $      1,867,025
                                        ================  ================    ================
</TABLE>

The Company realized net gains of $29,520 and net losses of $212,185 on the sale
of investment securities for the years ended June 30, 2003 and 2002,
respectively.

NOTE 3 - NOTES RECEIVABLE

The Company was issued a note receivable for $150,000 from Louisiana Land
Systems, Inc. in May 2003. The note bears interest at 5% per annum and matures
in November 2004. The assets of Louisiana Land Systems, Inc secure the note.

The Company purchased a $160,000 Subordinated Convertible Promissory Note from
A4S Technologies in June 2003. The note is due on December 31, 2005. The note
bears interest on the outstanding principal at a fixed rate of 6% per annum.
Accrued interest is to be paid on December 31, 2005. The Company's President has
also been elected to serve as a Director of A4S, a privately held company. The
Company also purchased a $125,000 Subordinated Convertible Promissory Note from
A4S Technologies in December 2002 under similar note terms. The note was
converted to 135,870 shares of A4S common stock in June 2003.

NOTE 4 - NOTES RECEIVABLE - RELATED PARTIES

During 1997, the Company purchased from an unaffiliated seller, raw land in an
area known as Cordillera Valley Club in Eagle County, Colorado west of Vail. The
land was conveyed to a limited liability company in which the Company is a
member with a 50% interest (CVC Lot 19 LLC). Subsequent funds conveyed by the
Company to the LLC were recorded as notes receivable from a related party on the
Company's balance sheet. The lot was developed with a luxury residence that was
completed in early 1998.

Following an extended period of unsuccessfully attempting to market the
property, in February 2003 Ed Zneimer, the other 50% owner in CVC Lot 19, LLC,
purchased the Company's interest and the related note receivable in CVC Lot 19,
LLC for $200,000, paid in cash. The sale transaction resulted in a reported gain
to the Company totaling $50,000, after considering the impairment allowance of
approximately $382,365, which had previously been recorded against the asset.

The note was classified as a related party obligation as of June 30, 2002 only
because the CVC LLC was 50% owned by Cambridge. The management of Cambridge has
no interest in these properties other than as a shareholder of Cambridge.

                                      F-12

<PAGE>


                            CAMBRIDGE HOLDINGS, LTD.
                         NOTES TO FINANCIAL STATEMENTS
                         =============================


During January 2002 the Company loaned $250,000 to Advanced Nutraceuticals, Inc.
("ANI"). In August 2002, by mutual agreement of the parties, the $250,000 note
balance and interest accrued to that time were converted into 475,118 shares of
ANI common stock. ANI also issued a warrant to the Company pursuant to which the
Company may acquire 50,000 shares of ANI common stock at $1.00 per share through
June 2004. The Company's president is also the chairman of ANI and the Company's
Chief Financial Officer is the Senior-Vice President of ANI.

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

                                                                   June 30,
                                                                     2003
                                                                 ----------

           Automobile                                            $   65,045
           Furniture and fixtures                                     1,200
           Office equipment                                           9,511
                                                                 ----------

           Total                                                     75,756

           Less accumulated depreciation and amortization           (28,148)
                                                                 ----------

                                                                 $   47,608
                                                                 ==========

NOTE 6 - INCOME TAXES (BENEFIT)

                                              For the Years Ended
                                                   June 30,
                                              2003        2002
                                            -------     -------

           Deferred:
                    Federal                 $  -        $     -
                    State                      -              -
                                            ---------------------

                                            $  -        $     -
                                            =====================



                                                           June 30,
                                                             2003
                                                       --------------
             Deferred tax assets:
                Allowance for losses on
                   investments                        $   106,000
                Net operating loss carryforward           278,000
                                                       -------------

                Net deferred tax assets                   384,000
                Less valuation allowance                 (302,000)
                                                       -------------

                Net deferred tax assets                    82,000
                                                       -------------

             Deferred tax liability                             -
                                                       -------------

             Net deferred tax asset                    $   82,000
                                                       =============

                                      F-13
<PAGE>


                            CAMBRIDGE HOLDINGS, LTD.
                         NOTES TO FINANCIAL STATEMENTS
                         =============================


NOTE 6 - INCOME TAXES (BENEFIT) (Continued)

The Company has recorded a deferred tax asset of $82,000, which reflects the
amount of tax benefit expected to be realized as a result of the available
operating loss carryforward. A valuation allowance has been recorded for the
remainder of the deferred tax assets, as management is not able to determine if
it is more likely than not that certain other deferred tax assets will be
realized.

A reconciliation of income tax expense (benefit) at the federal statutory rate
to the effective tax rate is as follows:


                                              For the Years Ended June 30,
                                                 2003             2002
                                                 ----             -----
         Income tax expense (benefit)
           computed at the
           federal statutory rate             $   (15,000)   $   (102,000)
         Increase in valuation allowance           33,300         146,000
         Other                                    (18,300)        (44,000)
                                              -----------    ------------

         Income tax (benefit)                 $         -    $          -
                                              ===========    ============


The Company has a net operating loss carryforward of approximately $730,000
expiring through 2022.

NOTE 7 - STOCK OPTIONS

1999 Stock Option Plan
----------------------
The Company's 1999 Stock Option Plan, as amended, has a maximum of 60,000 common
shares reserved to be issued to employees and consultants upon the exercise of
options granted under the Plan. The option price of shares may not be less than
the fair market value of common stock on the date of grant. The option price of
shares issued to more than 10% shareholders may not be less than 110% of the
fair market value of common stock on the date of grant. The exercise term will
not exceed ten years from the date of the grant. During 1999 the Company granted
60,000 options under the plan, which are scheduled to expire April 15, 2004.
During 2002 10,000 options were forfeited. No options were forfeited during
2003.

2001 Stock Option Plan
----------------------
The Company's 2001 Stock Option Plan, as amended, has a maximum of 650,000
common shares reserved to be issued to employees and consultants upon the
exercise of options granted under the Plan. The option price of shares may not
be less than the fair market value of common stock on the date of grant. The
option price of shares issued to more than 10% shareholders may not be less than
110% of the fair market value of common stock on the date of grant. The exercise
term will not exceed ten years from the date of grant. During 2002 the Company
granted 430,000 options under the plan; 280,000 will expire October 5, 2005 and
150,000 will expire November 27, 2005.


                                      F-14
<PAGE>



                            CAMBRIDGE HOLDINGS, LTD.
                         NOTES TO FINANCIAL STATEMENTS
                         =============================




NOTE 7 - STOCK OPTIONS (Continued)

Pro Forma Stock Option Compensation
-----------------------------------
FASB Statement 123, Accounting for Stock-Based Compensation ("SFAS No. 123"),
requires the Company to provide pro forma information regarding net loss and net
loss per share as if compensation costs for the Company's stock option plans and
other stock awards had been determined in accordance with fair value based
methods prescribed in SFAS No. 123. The Company estimates the fair value of each
stock award at the grant date by using the Black-Scholes option-pricing model.
There were no options granted during the year ended June 30, 2003.

During 2002 the Company granted options to certain employees/directors to
purchase 430,000 shares of the Company's common stock exercisable at $.47-$.52
per share. Had the Company adopted the fair value method with respect to options
issued to employees/directors an additional charge to income of $187,850 would
have been required in 2002; proforma net loss would have been $489,074 and loss
per share would have been $.16 on a basic and diluted basis. In estimating the
above expense, the Company used the Black-Scholes pricing model. The average
risk-free interest rate used was 5.0%, volatility was estimated at 498.80%, the
expected life was less than four years.

A summary of the Company's stock option plans, outstanding options and changes
during the years is presented below:

<TABLE>
<CAPTION>
                                                               For the Years Ended
                                                                     June 30,
                                                        2003                           2002
                                              ----------------------        -------------------------
                                                            Weighted                         Weighted
                                                             Average                         Average
                                                            Exercise                         Exercise
                                                Shares         Price           Shares         Price

<S>                                            <C>         <C>                 <C>          <C>
      Outstanding, beginning of year           480,000     $    .453           60,000       $  .49500

                        Granted                      -             -          430,000          .44800
                        Expired                      -             -          (10,000)       (.52000)
                        Exercised                    -             -                -              -
                                              --------     ---------        ---------      ----------

      Outstanding, end of year                 480,000     $    .453          480,000       $ .45300
                                              =========   ==============    =========      ==========

      Options exercisable, end of year         480,000     $    .453          480,000       $ .45300
                                              =========   ==============    =========      ==========
      Weighted average fair value of options
               granted during the year               -       $        -            -        $    -
                                              =========   ==============    =========      ==========

</TABLE>


                                      F-15

<PAGE>


                            CAMBRIDGE HOLDINGS, LTD.
                         NOTES TO FINANCIAL STATEMENTS
                         =============================



NOTE 7 - STOCK OPTIONS (Continued)

The following table summarizes information about stock options outstanding at
June 30, 2003:

<TABLE>
<CAPTION>

                               Options Outstanding                                      Options Exercisable
                               -------------------                                      -------------------
                                                   Weighted
                                                    Average         Weighted
               Range of                            Remaining        Average                       Weighted Average
               Exercise           Number          Contractual       Exercise            Number        Exercise
                Prices         Outstanding        Life-Years          Price          Exercisable         Price
           ---------------     -----------        -----------    ------------        -----------  -----------------
<S>        <C>       <C>         <C>                  <C>        <C>                   <C>        <C>
           $ .375 to $ .52       480,000              2.1        $   .45385            480,000    $    .45385

</TABLE>



  NOTE 8 - RELATED PARTY TRANSACTIONS

  The Company shares corporate office space and administrative staff with an
  affiliate of the Company. The Company paid its affiliate $750 per month for
  these facilities and services. Cambridge's president is also president and
  Chief Executive Officer of Advanced Nutracueticals, Inc. The Company held
  investment securities in ANI classified as available for sale at June 30, 2003
  and 2002; the investments had an estimated fair value of $472,276 and
  $118,112, respectively.

  In December 2001 the Company finalized an agreement to acquire securities of
  AspenBio, Inc. for $600,000. The Company received 1,000,000 shares (which
  constituted at that time approximately 11% of the outstanding common stock of
  AspenBio) and 330,000 warrants to purchase AspenBio common stock exercisable
  at $1.00 per share through January 1, 2007. Certain directors, officers, and
  consultants of the Company also received an aggregate of 530,000 warrants to
  purchase AspenBio common stock with the same terms. In September 2002 the
  Company completed a distribution to its shareholders of 496,296 shares of the
  AspenBio common stock, which was recorded by the Company as a dividend at the
  shares' then estimated fair value of $150,000.

In July 2002, AspenBio obtained a bank loan for purposes of constructing a new
facility. The bank required additional collateral and the Company agreed to
guarantee up to $200,000 of the bank loan. AspenBio subsequently closed on a
permanent mortgage on the facility thereby releasing the Company from the
guarantee. In connection with making the guarantee, AspenBio, Inc. issued a
warrant to the Company to purchase 200,000 shares of AspenBio common stock at
$1.50 per share, expiring July 5, 2005.

                                      F-16



<PAGE>

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

        Not applicable.

Item 9.   DIRECTORS AND EXECUTIVE OFFICERS.
<TABLE>
<CAPTION>

                                  Date First
                                    Elected                            Principal Occupation
Name                       Age     Director                               and Employment
----                       ---   -----------                           --------------------
<S>                        <C>       <C>               <C>
Gregory Pusey              51        1982              President,   treasurer  and  director.   Since
                                                       1999,  Mr.  Pusey has served as the  president
                                                       and   director  of  Advanced   Nutraceuticals,
                                                       Inc., a  manufacturer  of  nutraceuticals  and
                                                       liquid pharmaceutical  products.  Mr. Pusey is
                                                       also  a  director   of   AspenBio,   Inc.,   a
                                                       manufacturer  of  biomedical  products,  and a
                                                       director of A4S Technologies,  Inc., Mr. Pusey
                                                       graduated  from Boston  College in 1974 with a
                                                       BS  in   finance.   Mr.   Pusey  is  also  the
                                                       president  of  Livingston  Capital,   Ltd.,  a
                                                       venture capital and business-consulting firm.

John H. Altshuler          72        1991              Director.  Dr.  Altshuler is a medical  doctor
                                                       with a specialty in  hematology.  He maintains
                                                       a laboratory  and a private  medical  practice
                                                       and has served as a medical  consultant  since
                                                       1965.  Dr.  Altshuler  graduated  from  McGill
                                                       University   in  1959  with  a  doctorate   in
                                                       medicine.

Scott Menefee              38        1993              Director.  Mr. Menefee is the Director of Real
                                                       Estate Development for Opus Northwest,  LLC, a
                                                       large   commercial  real  estate   development
                                                       firm.  During  his tenure  with  Opus,  he has
                                                       been  involved  in the  development  of over 3
                                                       million   square  feet  of   commercial   real
                                                       estate,  including office buildings,  shopping
                                                       centers   and   industrial   properties.   Mr.
                                                       Menefee  graduated  from  Southern   Methodist
                                                       University   with  a  MBA  in  1989   and  the
                                                       University of Denver with a BSBA in 1988.
                                      -7-
<PAGE>
Jeffrey G. McGonegal       52        2000              Senior Vice  President-Finance,  Secretary and
                                                       Director.  Mr.  McGonegal has served as Senior
                                                       Vice     President-Finance     of     Advanced
                                                       Nutraceuticals,   Inc.  since  February  2000.
                                                       Since 1997,  Mr.  McGonegal has also served as
                                                       Managing  Director  of  McGonegal  and Co.,  a
                                                       company  engaged in providing  accounting  and
                                                       business  consulting  services.  From  1974 to
                                                       1997,  Mr.  McGonegal was an  accountant  with
                                                       BDO Seidman LLP.  While at BDO  Seidman,  LLP,
                                                       Mr.  McGonegal  served as managing  partner of
                                                       the Denver,  Colorado  office.  Mr.  McGonegal
                                                       is a member of the Board of  Directors  of The
                                                       Rockies   Venture  Club,   Inc.  and  Colorado
                                                       Venture   Centers,   Inc.  He  received  a  BA
                                                       degree  in   accounting   from  Florida  State
                                                       University.
</TABLE>

     The Company's directors serve until the next annual meeting of the
shareholders and until their successors shall have been duly elected and
qualified. The Company's Board of Directors may remove the Company's officers
from their positions at any time. There are no family relationships among the
current directors of the Company. During the fiscal year ended June 30, 2003,
the Company's Board of Directors held five meetings in person or by consent.

     Based solely upon review of Forms 3, 4 and 5, which have been furnished to
the Company with respect to the past fiscal year of the Company, and certain
representations made by officers and directors of the Company in connection
therewith, the Company has no knowledge that any current officer or director
failed to file on a timely basis any reports required by Section 16(a) of the
Securities Exchange Act of 1934 with respect to the fiscal year of the Company
ended June 30, 2003.

Item 10.  EXECUTIVE COMPENSATION.

     (a) COMPENSATION. The following table sets forth the cash compensation paid
by the Company during the fiscal year ended June 30, 2003 and in the two prior
fiscal years of the Company to the chief executive officer of the Company. No
executive officer received a total annual salary and bonus of more than $100,000
during the fiscal year.
<TABLE>
<CAPTION>

                           Summary Compensation Table


                     Annual Compensation                       Awards        Payouts
                     -------------------                       ------        -------
                                             Other
Name and                                     Annual     Restricted             LTIP      All Other
 Principal   Fiscal         Salary          Compensa-      Stock    Options   Payouts    Compensa-
Position      Year          ($)(1)  Bonus     tion       Awards($)    (#)       ($)      tion($)(2)
------------- ----          ------  -----   ---------   ----------  -------   -------    ----------
<S>           <C>           <C>       <C>       <C>          <C>       <C>       <C>       <C>
Gregory Pusey,
President     2003          60,000   -0-       -0-          -0-       -0-       -0-        7,725
              2002          60,000   -0-       -0-          -0-       -0-       -0-        5,207
              2001          60,000   -0-       -0-          -0-       -0-       -0-        5,207

</TABLE>

     (1) The dollar value of base salary (cash) received. (No non-cash base
salary was paid during the period covered by the Table). Mr. Pusey's current
salary is $60,000 per year.

     (2) All other compensation paid that the Company has not properly reported
in any other column of the Table. During the period covered by the Table, the
Company did not make any contributions or other allocations to any defined
contribution plans. The compensation shown is health insurance premiums paid on
Mr. Pusey's behalf.

1999 STOCK OPTION PLAN. In April 1999, the Board of Directors of the Company
adopted, subject to shareholder approval, the 1999 Stock Option Plan (the "1999
Plan"). The 1999 Plan is administered by the Option Committee consisting of the
full Board of Directors.

Any employee or officer (including executive officers) of the Company or any of
its subsidiaries will be eligible for a stock option grant under the 1999 Plan
if selected by the Option Committee. Any consultant to the Company, including
Directors, will also be eligible to receive option grants under the 1999 Plan if
authorized by the Option Committee.

The 1999 Plan as adopted and subsequently amended authorizes the grant of
options to purchase up to 60,000 shares of the Company's common stock. There are
currently outstanding options to purchase up to 50,000 shares. All of these
options were granted on April 16, 1999. Of the options to purchase up to 50,000
shares, options to purchase 10,000 shares were granted to each of John H.
Altshuler and Scott L. Menefee, directors of the Company, and options to
purchase up to 30,000 shares were granted to Gregory Pusey, President and
Director of the Company. The options granted to Dr. Altshuler and Mr. Menefee
are exercisable at $.47 per share, the fair market value of the Company's common
stock on the date of grant. The options granted to Mr. Pusey are exercisable at
$.52 per share, which represented 110% of the fair market value of the Company's
common stock on the date of grant. Outstanding options are exercisable through
April 15, 2004. The options will terminate earlier if the optionee's status as
an employee or consultant is discontinued. No amendments may be made without the
approval of the Company's shareholders to the extent such approval is required
by law or agreement. The 1999 Plan will continue until April 15, 2009, unless
abandoned or terminated at an earlier time.

                                      -8-
<PAGE>
2001 STOCK OPTION PLAN. In October 2001, the Board of Directors of the Company
adopted the 2001 Stock Incentive Plan (the "2001 Plan"). The 2001 Plan was
approved by majority vote of the shareholders in May 2002. The 2001 Plan
replaces the 2000 Stock Incentive Plan that was terminated (together with the
options granted) by the Board because it had not been presented to the
shareholders for approval within one year of its adoption as originally
contemplated. The purpose of the 2001 Plan is to promote the interests of the
Company and its shareholders by:

     o    Attracting and retaining key personnel;
     o    Providing participants a significant stake in the performance of the
          Company;
     o    Providing an opportunity for participants to increase their holdings
          of the Company's common stock.

The Option Committee administers the 2001 Plan. The Option Committee consists of
the Board of Directors or a committee of the Board of Directors, as the Board of
Directors may from time to time designate, composed of not less than two members
of the Board of Directors, each of whom shall be a director who is not employed
by the Company. The Option Committee currently consists of the full Board of
Directors. The Option Committee has the authority to select employees and
consultants to receive awards, to determine the number of shares of common stock
covered by awards, and to set the terms and conditions of awards. The Option
Committee has the authority to establish rules for the administration of the
2001 Plan, and its determinations and interpretations are binding.

Any employee or officer (including executive officers) of the Company or any of
its subsidiaries will be eligible for a stock option grant under the 2001 Plan
if selected by the Option Committee. Any consultant to the Company, including
Directors, will also be eligible to receive option grants under the 2001 Plan if
authorized by the Option Committee.

The 2001 Plan as adopted and subsequently amended authorizes the grant of
options to purchase up to 650,000 shares of the Company's common stock. There
are currently outstanding options to purchase up to 430,000 shares. Of these
options 280,000 were granted in October 2001 and 150,000 were granted in
November 2001. Options to purchase 40,000 shares were granted to each of John H.
Altshuler and Scott L. Menefee, directors of the Company, options to purchase up
to 100,000 shares were granted to each of Gregory Pusey, President and Director
of the Company and Jeffrey G. McGonegal, Senior Vice-President of Finance,
Secretary and Director of the Company and options to purchase 150,000 shares
were granted to Thomas Weinberger, a part-time employee of the Company. The
options granted to Dr. Altshuler and Messrs. Menefee and McGonegal are
exercisable at $.47 per share, the fair market value of the Company's common
stock on the date of grant. The options granted to Mr. Weinberger are
exercisable at $.375 per share, the fair market value of the Company's common
stock on the date of grant. The options granted to Mr. Pusey are exercisable at
$.52 per share, which represented 110% of the fair market value of the Company's
common stock on the date of grant. All of the options are exercisable for a
four-year term. The options will terminate earlier if the optionee's status as
an employee or consultant is discontinued.

The 2001 Plan was designed to permit the Option Committee to grant stock options
that qualify as "incentive stock options" or options that do not so qualify. The
option grants to Mr. Pusey and Mr. McGonegal are intended to qualify as
incentive stock options, and the option grants to the other persons are not
intended to so qualify.

                                      -9-
<PAGE>
In addition to stock options, the Company may also offer a participant a right
to purchase shares of common stock subject to such restrictions and conditions
as the Option Committee may determine at the time of grant. Such conditions may
include, but are not limited to, continued employment or the achievement of
specified performance goals or objectives. No restricted common stock has been
issued pursuant to the 2001 Plan.

Certain corporate transactions or events such as stock splits,
recapitalizations, spin-offs, mergers, etc. may directly affect the number of
outstanding shares and/or the value of the outstanding common stock. If such
transactions occur, the Option Committee may adjust the number of shares that
may be granted under the 2001 Plan, as well as the limits on individual option
grants. The Option Committee may adjust the number of shares and the exercise
price under outstanding options, and may make other adjustments, which are
thought to be in the best interest of the Company.

Options granted under the 2001 Plan may not be transferred except by will or the
laws of descent and distribution, or pursuant to a qualified domestic relations
order or the Employee Retirement Income Security Act. The Board of Directors may
amend or terminate the 2001 Plan at any time. No amendments may be made without
the approval of the Company's shareholders to the extent such approval is
required by law or agreement. The 2001 Plan will continue until October 4, 2011,
unless abandoned or terminated at an earlier time.

     (b) AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
         OPTION/SAR VALUES
<TABLE>
<CAPTION>

                            Shares       Number of Shares     Value of Unexercised
                           Received     Underlying Unexer-        In-The-Money
     Name                Upon exercise     cised Options     Options at 6/30/03 ($)
     ----                -------------     -------------     ----------------------
<S>                            <C>             <C>                      <C>
     Gregory Pusey            -0-              130,000                 -0-
     Scott Menefee            -0-               50,000                 -0-
     Jeff McGonegal           -0-              100,000                 -0-
     John Altshuler           -0-              50,000                  -0-
     Thomas Weinberger        -0-              150,000                 -0-
</TABLE>


     (C) EQUITY COMPENSATION PLAN INFORMATION
         ------------------------------------

     The following table gives information about our common stock that may be
     issued upon the exercise of options under all of our existing equity
     compensation plans as of September 23, 2003. We have options outstanding
     under two plans, our 1999 Plan and our 2001 Plan.
<TABLE>
<CAPTION>

                                                                           (c) Number of
                                                                             Securities
                                                                              Remaining
                                                                            Available for
                                (a) Number of        (b) Weighted          Future Issuance
                               Securities to be          Average             Under Equity
                                 Issued Upon         Exercise Price         Compensation
                               Exercise of           of Outstanding       Plans (Excluding
                                 Outstanding             Options,            Securities         (d) Total of Securities
                             Options, Warrants and    Warrants and         Reflected in           Reflected in Columns
    Plan Category                  Rights                  Rights             Column (a))               (a) and (c)
    -------------                  ------                  ------             -----------               -----------
<S>                               <C>                     <C>                   <C>                       <C>
Equity Compensation Plans         480,000                 $.45385               230,000                   710,000
Approved by Shareowners

Equity Compensation Plans            None                    --                      --                        --
Not Approved  by
Shareowners
</TABLE>


Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth ownership as of September 25, 2003 of the
issued and outstanding shares of the Company's $.025 par value common stock held
by each director, individually, and all officers and directors as a group, and
all persons who own five percent or more of the outstanding shares of the
Company's common stock. The Company has only one class of capital stock, its
$.025 par value common stock.

                                       Number of                Percent of
Beneficial Owner                        Shares                     Class
----------------                        ------                     -----
John H. Altshuler                       50,000                     1.6%
18 Blue Heron Drive West
Littleton, CO 80121 (1)

Scott Menefee                           80,000                     2.6%
971 Garfield Street
Denver, CO 80206 (2)

Gregory Pusey                          1,735,418                   57.3%
106 S. University Blvd. #14
Denver, CO 80209 (3)

Jeffrey G. McGonegal                    100,000                    3.3%
1905 W. Valley Vista Drive
Castle Rock, CO 80109 (4)

All officers and directors as a        1,965,418                   65.0%
group (4 persons) (1) (2) (3) (4)


                                      -10-
<PAGE>

Cede & Co.                              454,741                    15.0%
PO Box 222
New York, NY 10274

E. Jeffrey Peierls                      298,324                    9.8%
73 S. Holman Way
Golden, CO 80401 (5)

Brian Peierls                           216,611                    7.1%
2903 Creeks Edge Parkway
Austin, TX  78733 (6)

The Peierls Foundation                  179,813                    5.9%
c/o U.S. Trust Company
114 West 47th Street
New York, NY  10036 (7)

     (1) Includes options that are currently exercisable to purchase 10,000
shares that have been granted under the 1999 Plan and 40,000 shares that have
been granted under the 2001 Plan.

     (2) Includes options that are currently exercisable to purchase 10,000
shares that have been granted under the 1999 Plan and 40,000 shares that have
been granted under the 2001 Plan.

     (3) Includes 18,604 shares owned jointly by Mr. Pusey with his wife, and an
aggregate of 99,811 shares owned by Mrs. Pusey, individually or as custodian for
their minor children. Includes options that are currently exercisable to
purchase 30,000 shares that have been granted under the 1999 Plan and 100,000
shares that have been granted under the 2001 Plan.

     (4) Includes options that are currently exercisable to purchase 100,000
shares that have been granted under the 2001 Plan.

     (5) Does not include 216,611 shares held of record by Brian E. Peierls and
179,813 shares held of record by The Peierls Foundation. E. Jeffrey Peierls
disclaims beneficial ownership in the shares held by other members of his family
and Kathryn and Alice Thames.

     (6) Does not Include 298,324 shares held of record by E. Jeffrey Peierls
and 179,813 shares held of record by The Peierls Foundation.

     (7) E. Jeffrey Peierls, Brian E. Peierls, and Malcolm Moore are the
directors of The Peierls Foundation.

                                      -11-
<PAGE>
Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Pursuant to an oral agreement with Livingston, which is an affiliate of
Gregory Pusey, the Company pays $750 per month to Livingston for rent and
certain administrative expenses. The Company believes that these arrangements
have been at least as favorable as could be obtained with a non-affiliated
party. In addition, the Company provides a car for Gregory Pusey.

     During January 2002, the Company made a $250,000 loan to Advanced
Nutraceuticals, Inc. ("ANI"). The note was interest bearing at 7% per annum,
scheduled to mature in one year and was convertible at the Company's option into
shares of ANI common stock at $1.00 per share. ANI also issued a warrant to the
Company pursuant to which the Company may acquire up to 50,000 shares of ANI's
common stock at $1.00 per share through June 2004. The Company also owns 126,913
shares of ANI common stock that it acquired through open-market purchases at
then prevailing market prices. Gregory Pusey and Jeffrey McGonegal, officers and
directors of the Company, are also officers of ANI and Mr. Pusey is also a
director of ANI.

In September 2002, ANI agreed to reduce the conversion rate if the Company would
convert the debt into stock. The Company agreed to convert principal and
interest of the loan into 475,118 shares of ANI's Common Stock. The loan, and
the subsequent conversion, were approved by the disinterested members of the
Board of the Company and the Board believes that the terms were at least as
favorable as could have been obtained from an unaffiliated party.

In December 2001, the Company finalized an agreement to acquire securities of
AspenBio, Inc. for $600,000. The Company received 1,000,000 shares (which
constituted approximately 11% of the outstanding Common Stock of AspenBio) and
360,000 warrants to purchase AspenBio Common Stock exercisable at $1.00 per
share to January 1, 2001. At the Company's direction, directors, officers and
consultants of the Company received an aggregate of 470,000 warrants to purchase
AspenBio Common Stock with the same terms. The officers and directors that
received warrants to purchase shares of AspenBio Common Stock were as follows:
John H. Altshuler, 10,000 shares; Jeff McGonegal, 60,000 shares; Scott Menefee,
10,000 shares; and Gregory Pusey, 150,000 shares. In September 2002, the
Company, made a distribution to its shareholders of 496,296 shares of AspenBio
Common Stock. The distribution was made on a pro rata basis, and the officers
and directors received AspenBio Common Stock in proportion to their ownership of
the Company's Common Stock.

In December 2002, the Company loaned $125,000 to A4S Technologies, Inc. and
received a note and warrant as described in Item 1(a). Gregory Pusey also loaned
$50,000 to A4S under the same terms and conditions as the Company. In June 2003,
the Company converted its $125,000 note into A4S common stock at $.92 per share,
and Mr. Pusey converted his $50,000 note on the same terms. In addition, in June
2003, the Company loaned $160,000 to A4S and received a convertible note, and
Mr. Pusey loaned $15,000 to A4S under the same terms and conditions. Mr. Pusey
became a member of the Board of Directors of A4S in January 2003.

                                      -12-
<PAGE>
Item 13.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a) EXHIBITS.

     The exhibits listed on the accompanying index to exhibits are filed as part
of this Annual Report.

     (b) REPORTS ON FORM 8-K.

     No reports on Form 8-K were filed during the last fiscal quarter covered by
this Report.

Item 14.  Controls and Procedures.

(a) Evaluation of Disclosure Controls And Procedures.

As of the end of the period covered by this report, we evaluated, under the
supervision and with the participation of our chief executive officer and the
chief financial officer, the effectiveness of the design and operation of our
disclosure controls and procedures. Based on this evaluation, our chief
executive officer and chief financial officer have concluded that our disclosure
controls and procedures were effective as of the end of the period covered by
this report.

(b) Changes In Internal Control Over Financial Reporting.

There have been no changes in internal control over financial reporting that
occurred during the most recent fiscal quarter that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.

                                INDEX TO EXHIBITS

     (3)(a) Articles of Incorporation, as amended, filed as an Exhibit to the
Registrant's Annual Report on Form 10-K for the year ended June 30, 1990 are
incorporated herein by this reference.

     (3)(b) Bylaws, as amended, filed as an Exhibit to the Registrant's Annual
Report on Form 10-K for the year ended June 30, 1988 are incorporated herein by
this reference.

     (10)(m) 1999 Stock Option Plan filed as Exhibit (10)(m) in the Registrant's
Report on Form 10-KSB for the year ended June 30, 1999 is incorporated herein by
this reference.

     (10)(n) 2001 Stock Option Plan filed as Exhibit 10(n) in the Registrant's
Report on Form 10-KSB for the year ended June 30, 2001 is incorporated herein by
this reference.

     (10)(o) Securities Purchase Agreement, dated December 28, 2001, between the
Company and AspenBio, filed as Exhibit 10.1 to the Registrant's Report on Form
8-K dated March 12, 2002 is incorporated herein by this reference.

                                      -13-
<PAGE>
     (10)(p) Investor Rights Agreement, dated December 28, 2001, between the
Company and AspenBio, filed as Exhibit 10.2 to the Registrant's Report on Form
8-K dated March 12, 2002 is incorporated herein by this reference.

     (10)(q) Consulting Agreement, dated December 28, 2001, between the Company
and AspenBio, filed as Exhibit 10.3 to the Registrant's Report on Form 8-K dated
March 12, 2002 is incorporated herein by this reference.

     (10)(r) Letter, dated March 14, 2002, confirming performance and
termination in the Consulting Agreement filed as Exhibit 10.4 to the
Registrant's Report on Form 8-K dated March 12, 2002 is incorporated herein by
this reference.

     (10)(s) Shareholder's Agreement, dated December 28, 2001, among AspenBio,
Cambridge and Roger Hurst, filed as Exhibit 10.5 to the Registrant's Report on
Form 8-K dated March 12, 2002 is incorporated herein by this reference.

     (10)(t) Promissory Note dated June 30, 2003, in the original principal
amount of $160,000, made by A4S Technologies, Inc. to the Company.

     31.1  CEO Certification pursuant to Section 302 of the Sarbanes-Oxley
           Act of 2002.

     31.2  CFO Certification pursuant to Section 302 of the Sarbanes-Oxley
           Act of 2002.

     32    CEO and CFO Certification pursuant to Section 906 of the
           Sarbanes-Oxley Act of 2002.

                                      -14-
<PAGE>



                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                               CAMBRIDGE HOLDINGS, LTD.

Date: September 29, 2003                By:    /s/ Gregory Pusey
                                               --------------------------------
                                               Gregory Pusey
                                               President, Treasurer and Director

     In accordance with the requirements of the Exchange Act, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.


Date: September 29, 2003              By:   /s/ Gregory Pusey
                                            -----------------
                                            Gregory Pusey
                                            President, Treasurer and Director


Date: September 29, 2003              By:   /s/ Jeffrey G. McGonegal
                                            ------------------------
                                            Jeffrey G. McGonegal
                                            Senior Vice President-Finance,
                                            Secretary and Director


Date: September 29, 2003              By:   /s/ John H. Altshuler
                                            ---------------------
                                            John H. Altshuler, Director


Date:                                 By:
                                            -----------------
                                            Scott Menefee, Director

                                      -15-
<PAGE>