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

                          FORM 10-KSB \ Amendment No. 2

(X)  Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of
     1934

     For the fiscal year ended June 30, 2004

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

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
             Denver, Colorado                                       80209
 ---------------------------------------                         ----------
 (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 $87,000 in revenues for the fiscal year ended June 30, 2004.

The aggregate market value of the voting stock held by non-affiliates was
approximately $403,000 on September 27, 2004.

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 27, 2004
Common Stock, $.025 par value                             3,029,870


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


                                Explanatory Note


Cambridge Holdings, Ltd., is filing this Amendment No. 2 to its Annual Report on
Form 10-KSB for the year ended June 30, 2004 (the "Annual Report") to revise its
Item 8A -- Controls and Procedures disclosures.


<PAGE>
                                     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, the Company agreed to guarantee up to $200,000 of a bank loan
AspenBio secured for purposes of constructing a new facility. In connection with
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 July 2003 the construction loan that Cambridge guaranteed was paid off
and replaced by a permanent mortgage thereby terminating the guarantee with no
amounts having been paid by Cambridge.

In July and September of 2003, the Company made two separate loans of $20,000,
each to AspenBio. These loans were repaid in December 2003 with interest.

In January 2002, the Company received a 7% convertible $250,000 note due in one
year from Advanced Nutraceuticals, Inc. ("ANI"). ANI also issued a warrant to
the Company pursuant to which the Company could 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 of the $250,000 note plus 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. During June 2004 the warrant for
50,000 shares was converted into 40,384 common shares of ANI on a "cashless"
exercise basis.

In December 2002, the Company loaned $125,000 to A4S Technologies, Inc. ("A4S")
and received an 8% note for $125,000 due in one year convertible into A4S common
stock at $.92 per share. This note was converted into 135,870 shares of A4S
common stock in June 2003. 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.


                                  Page 2 of 17
                                     10-KSB
<PAGE>

In June 2003, the Company converted the $125,000 note into A4S common stock 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
$.10 per share. The Company loaned an additional $100,000 to A4S in September
2003 under a 6% note, due December 31, 2005. The note is convertible into A4S
common stock at $.09 per share. In connection with this loan, the Company
purchased for $100 a warrant to purchase up to 100,000 shares of A4S common
stock at $.09 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 the period from January to May 2004, the Company loaned a total of $105,000,
in various increments to A4S. The notes bear interest at 6%, are due December
31, 2005 and are convertible into A4S common stock at $.035 per share. Accrued
interest of approximately $100 was recorded at June 30, 2004. In connection with
these loans, the Company received warrants to purchase up to 210,068 shares of
A4S common stock at $.035 per share. Subsequent to the fiscal year end the
Company loaned an additional $67,352 to A4S pursuant to a convertible note with
interest at 6% due December 31, 2005.

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.

In third quarter 2004, the Company invested $65,000 for a special limited
partnership interest in Six-Thirty-Three, LLC. The Company is entitled to 10% of
the total gross monthly revenues generated by Six-Thirty-Three, LLC from its
business activities. Total cumulative revenue generated by Six-Thirty-Three, LLC
through June 30, 2004 was immaterial and accordingly, no revenue was recorded by
the Company.

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 was a 50%
member (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 2003 totaling approximately $44,100,
after considering the impairment allowance of approximately $382,400, which had
previously been recorded against the asset.


                                  Page 3 of 17
                                     10-KSB


<PAGE>

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
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.






                                  Page 4 of 17
                                     10-KSB

<PAGE>


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.
          -------------------------------------------------------------------

     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, 2004 and 2003 are as follows:

      Quarter Ended                      High Bid        Low Bid
      ------------------------------------------------------------
      June 30, 2004                       $.32            $.26
      March 31, 2004                      $.26            $.26
      December 31, 2003                   $.26            $.25
      September 30, 2003                  $.25            $.25
      June 30, 2003                       $.40            $.25
      March 31, 2003                      $.40            $.25
      December 31, 2002                   $.25            $.25
      September 30, 2002                  $.40            $.25

     At September 27, 2004 the number of holders of record of the Company's
common stock was 946. No cash dividends were paid during the years ended June
30, 2004 and 2003. 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."


                                  Page 5 of 17
                                     10-KSB


<PAGE>




LIQUIDITY AND CAPITAL RESOURCES.

At June 30, 2004, the Company had cash and cash equivalents of $111,800 and
working capital of $4,149,100.

For the year ended June 30, 2004, operating activities used cash of $126,600 as
compared to cash used of $110,900 for the year ended June 30, 2003. Gains from
the sale of investment securities were $70,800 in 2004 and $29,500 in 2003.

Cash provided by investing activities was approximately $33,100 during the year
ended June 30, 2004 as compared to cash used by investing activities of $92,600
during the year ended June 30, 2003. During the year ended June 30, 2004,
approximately $499,800 was provided from the sales of investment securities
compared to $457,900 in 2003. During 2003, a note was collected from a related
party for $200,000 from the sale of the CVC Lot 19, LLC, interest. Investments
made in notes receivable to unrelated parties were $245,000 in 2004 compared to
$435,000 in 2003. The Company's only fixed asset purchase during either 2004 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, 2004 or 2003.

RESULTS OF OPERATIONS.

FISCAL YEAR ENDED JUNE 30, 2004 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2003

The Company's revenues for the year ended June 30, 2004 consisted of interest
and dividend income of $16,100. Gains on the sale of securities were
approximately $70,800 for the year ended June 30, 2004. The Company's revenues
for the year ended June 30, 2003 consisted of interest and dividend income of
$24,400 and gains from the sale of securities of approximately $29,500. A gain
from LLC investments of $44,100 was recognized in the year ended June 30, 2003.

During the years ended June 30, 2004 and 2003, the Company incurred operating,
general and administrative costs of approximately $151,000 and $142,100,
respectively. The Company had a loss before taxes of $64,000 for the year ended
June 30, 2004 as compared with a loss before taxes of $43,700 for the year ended
June 30, 2003.


                                  Page 6 of 17
                                     10-KSB


<PAGE>
INCOME TAXES

As discussed in Note 6 to the accompanying financial statements, as of June 30,
2004 the Company has $380,000 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 $298,000 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.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in accordance with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect both the recorded values of assets and liabilities
at the date of financial statements and the revenues recognized and expenses
incurred during the reporting period. Our financial position, results of
operations and cash flows are impacted by the accounting policies we have
adopted. The Company evaluates the reasonableness of these estimates and
assumptions as part of the process of preparing its financial statements based
upon a combination of historical information and other information that comes to
our attention that may vary our outlook for the future. Actual results may
differ from these estimates under different assumptions or conditions. A summary
of our critical accounting policies follows:

Investments

The Company invests its excess working capital in investments that the Company
believes have the ability to grow in value at rates in excess of traditional
money market type investments. While such investments are generally more risky
than money market or mutual fund investments, the Company has experienced what
it believes to be acceptable higher net returns for the additional risk. At June
30, 2004 approximately 79% of the Company's assets are included in such
investments. The Company classifies its investments as either available-for-sale
or held-to-maturity. Available-for-sale securities are reported at their fair
value, which is determined by obtaining quoted market prices. Since certain of
the investments are held in company's whose stock is thinly traded, should large
blocks of stock be liquidated in such companies, by us or other stockholders, it
could cause a significant change in the market values our the investments.
Historically we have not experienced such changes. Unrealized gains and losses
on available-for-sale securities are included in other comprehensive income and
excluded from earnings. Realized gains and losses and declines in fair value
judged to be other than temporary are included in earnings. Because we may
invest significant amounts in individual investments, the Company has the risk
of exposure to losses on its investments for declines in an individual company's
value due to performance or other issues, in addition to normal market condition
risks. The Company believes that it mitigates certain of these risks by closely
monitoring the investee company's performance and plans. The fair value of
financial instruments is discussed in more detail in the Notes to Financial
Statements included in Item 7 of this report.

Deferred Income Taxes

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date. If the tax law or tax rates change in
the future it could impact the available amount of loss carry forwards and \ or
the recorded deferred tax amounts. A valuation allowance is established to
reduce any deferred tax asset for which it is determined that it is more likely
than not that some portion of the deferred tax asset will not be realized.

Revenue Recognition

Our revenues are recognized when rental revenues or property sales are complete
or upon the completion of sales of securities. Revenues realized on sales of
investment securities accounted for approximately 81% and 30% of total revenues
during the years ended June 30, 2004 and 2003, respectively. To the extent that
we are unable to dispose of our investments, when we make decisions to do so,
due to a lack of sufficient buying volume or other market conditions, it could
impact our ability to generate revenues, and ultimately impact the value of our
investments. The Securities and Exchange Commission's Staff Accounting Bulletin
(SAB) No. 104, "Revenue Recognition" provides guidance on the application of
generally accepted accounting principles to select revenue recognition issues.
We concluded that our revenue recognition policy is appropriate and in
accordance with SAB No. 104.

Stock-Based Compensation

In December 2004, the FASB issued SFAS No. 123 (R) "Share-Based Payment", which
addresses the accounting for share-based payment transactions. SFAS No. 123(R)
eliminates the ability to account for share-based compensation transactions
using APB Opinion No. 25, "Accounting for Stock Issued to Employees", and
generally requires instead that such transactions be accounted and recognized in
the statement of income based on their fair value. SFAS No. 123 (R), will be
effective for Cambridge the quarterly reporting period beginning January 1,
2006. We are evaluating the provisions of this standard. Historically, we have
not issued a significant number of options that would be impacted buy this
standard. As of June 30, 2004 we have a total of 390,000 options outstanding
that are fully vested. Depending upon the number and terms of options that may
be granted in future periods and the estimates we make regarding the value and
amortization period of the options, the implementation of this standard could
have a material impact on our financial position and results of operations.





                                  Page 7 of 17
                                     10-KSB

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





                            CAMBRIDGE HOLDINGS, LTD.

                              FINANCIAL STATEMENTS
                       YEARS ENDED JUNE 30, 2004 AND 2003





                                                                         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, 2004, and the related statements of operations and comprehensive
income/(loss), changes in stockholders' equity, and cash flows for the each of
the years in the two year period then ended. 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 the standards of the Public Company
Accounting Oversight Board (United States). 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, 2004, and the results of its operations and comprehensive income/
(loss) and its cash flows for each of the years in the two year period then
ended, in conformity with generally accepted accounting principles in the United
States of America.


                                        AJ. ROBBINS, PC.
                                          CERTIFIED PUBLIC ACCOUNTANTS

Denver, Colorado
August 21, 2004




                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                            CAMBRIDGE HOLDINGS, LTD.
                                  BALANCE SHEET
                                  JUNE 30, 2004
                                  =============


                                     ASSETS
                                     ------

<S>                                                                          <C>
CURRENT ASSETS:
     Cash and cash equivalents                                               $   111,766
     Accounts receivable-related party                                             7,491
     Investment securities - available for sale, net                           3,943,623
     Accrued interest receivable - related party                                   8,438
     Deferred tax asset                                                           82,000
                                                                             -----------

                  Total Current Assets                                         4,153,318

Property and equipment, net                                                       25,295

Notes receivable                                                                 150,000
Notes receivable - related party                                                 365,034
Investments in LLCs                                                              133,053
                                                                             -----------

                                                                             $ 4,826,700
                                                                             ===========


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

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                                   $     4,261
                                                                             -----------

                  Total Current Liabilities                                        4,261
                                                                             -----------

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)                                                      (835,623)
     Accumulated other comprehensive income (loss), net of tax:
         Net unrealized gains on securities
             available for sale                                                2,591,970
         Net unrealized loss on LLCs                                              (6,947)
                                                                             -----------

                  Total Stockholders' Equity                                   4,822,439
                                                                             -----------

                                                                             $ 4,826,700
                                                                             ===========
</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,
                                                               ----------------------------
                                                                    2004          2003
                                                                -----------   -----------
<S>                                                             <C>           <C>
  REVENUES:
     Net realized gains on sales of investment securities       $    70,838   $    29,520
     Net income from LLC investments                                     --        44,120
     Interest and dividend income                                    16,144        24,352
                                                                -----------   -----------

                  Total Revenues                                     86,982        97,992
                                                                -----------   -----------



OPERATING EXPENSES AND OTHER INCOME:
     Operating, general and administrative                         (151,044)     (142,133)

     Other income                                                        --           481
                                                                -----------   -----------

                  Total Operating Expenses and Other Income        (151,044)     (141,652)
                                                                -----------   -----------


NET (LOSS)                                                          (64,062)      (43,660)

OTHER COMPREHENSIVE INCOME, net of tax -
     Unrealized holding gains                                     2,383,920            --
     Net unrealized (loss)                                           (6,947)      284,811
                                                                -----------   -----------


COMPREHENSIVE INCOME (LOSS)                                     $ 2,312,911   $   241,151
                                                                ===========   ===========

NET (LOSS) PER COMMON SHARE, BASIC AND
    DILUTED                                                     $      (.02)  $      (.01)
                                                                ===========   ===========

Weighted average number of
     common shares outstanding                                    3,029,870     3,029,870
                                                                ===========   ===========


</TABLE>



                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                      F-4
<PAGE>

<TABLE>
                            CAMBRIDGE HOLDINGS, LTD.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                   FOR THE YEARS ENDED JUNE 30, 2004 AND 2003
                   ==========================================
<CAPTION>



                                                                                                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>
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

  Net unrealized gains on
       securities available for sale              --           --            --            --      2,383,920      2,383,920


  Net unrealized (loss) on LLCs                   --           --            --            --         (6,947)        (6,947)


  Net (loss) for the year                         --           --            --       (64,062)            --        (64,062)
                                         -----------  -----------   -----------   -----------    -----------    -----------

Balances, June 30, 2004                    3,029,870  $    75,747   $ 2,997,292   $  (835,623)   $ 2,585,023    $ 4,822,439
                                         ===========  ===========   ===========   ===========    ===========    ===========
</TABLE>




                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                      F-5
<PAGE>



<TABLE>
                            CAMBRIDGE HOLDINGS, LTD.
                            STATEMENTS OF CASH FLOWS
<CAPTION>

                                                               For the Years Ended June 30,
                                                                  2004              2003
                                                               ----------        ----------
<S>                                                            <C>               <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net (loss)                                                     $ (64,062)        $ (43,660)
  Adjustments to reconcile net (loss) to net cash
     provided (used) by operating activities:
       Depreciation and amortization                              22,313            20,840
       Realized (gains) on sale of investment securities         (70,838)          (29,520)
       Gain on sale of LLC investment                                 --           (50,000)
       Realized loss on sale/disposal of fixed assets                 --               822
  Changes in:
       Accounts receivable-related party                          (7,491)               --
       Accrued interest receivable - related party                (8,438)           (2,565)
       Accrued liabilities and other                               1,889            (6,814)
                                                               ---------         ---------

         Cash Flows (Used) By Operating Activities              (126,627)         (110,897)
                                                               ---------         ---------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
  Purchase of investment securities                             (196,602)         (250,409)
  Proceeds from sale of investment securities                    499,762           457,862
  Collection on notes receivable - related parties                    --           200,000
  Collection on notes receivable                                  40,000                --
  Issuance of note receivable                                   (245,034)         (435,000)
  Purchase of LLC investments                                    (65,000)               --
  Purchase of fixed assets                                            --           (65,045)
                                                               ---------         ---------

         Cash Flows Provided (Used) By Investing Activities       33,126           (92,592)
                                                               ---------         ---------


NET (DECREASE) IN CASH AND CASH EQUIVALENTS                      (93,501)         (203,489)

CASH AND CASH EQUIVALENTS, beginning of year                     205,267           408,756
                                                               ---------         ---------

CASH AND CASH EQUIVALENTS, end of year                         $ 111,766         $ 205,267
                                                               =========         =========

</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.

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.

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 $22,313 and $20,840 for the years ended June 30,
2004 and 2003, respectively.

Investment in LLC
-----------------
The investments in LLC's are accounted for under the cost or equity method,
depending on the Company's level of investment. The Company invested $65,000 in
Six-Thirty-Three, LLC and $75,000 in R&B Surgical Solutions, LLC.



                                      F-7
<PAGE>


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


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

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.

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 390,000 and 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, 2004 and 2003, respectively.

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
------------------
The Company applies Accounting Principles Board Opinion 25, Accounting for Stock
Issued to Employees, ("APB Opinion 25") and related Interpretations in
accounting for all stock option plans. Under APB Opinion 25, no compensation
cost has been recognized for stock options granted as the option price equals or
exceeds the market price of the underlying common stock on the date of grant.

Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation, ("SFAS No. 123") requires the Company to provide pro forma
information regarding net income as if compensation cost for the Company's stock
option plans had been determined in accordance with the fair value based method
prescribed in SFAS.



                                      F-8
<PAGE>



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




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

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 shareholder's equity.

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

   Years ended June 30, (net of tax)                                2004              2003
                                                                 -----------     -------------
<S>                                                               <C>            <C>
   Holding gains                                                  $2,345,528     $     263,581
   Unrealized (loss) on LLC's                                         (6,947)               --
   Reclassification for realized gains                                38,392            21,230
                                                                 ------------    -------------

   Increase in net unrealized securities gains recognized
   in other comprehensive income                                  $2,376,973     $     284,811
                                                                 ===========     =============
</TABLE>





                                      F-9

<PAGE>


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



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

Recently Issued Accounting Pronouncements
-----------------------------------------

Variable Interest Entities - In January 2003, the Financial Accounting Standards
Board (FASB) issued FASB Interpretation No. 46 (FIN 46), Consolidation of
Variable Interest Entities and in December 2003, FIN 46 was revised. FIN 46
clarifies the application of Accounting Research Bulletin No. 51, Consolidated
Financial Statements, for certain entities which do not have sufficient equity
at risk for the entity to finance its activities without additional subordinated
financial support from other parties or in which equity investors do not have
the characteristics of a controlling financial interest ("variable interest
entities"). Variable interest entities will be required to be consolidated by
their primary beneficiary. The primary beneficiary of a variable interest entity
is determined to be the party that absorbs a majority of the entity's expected
losses, receives a majority of its expected returns, or both, as a result of
holding variable interests, which are ownership, contractual, or other pecuniary
interests in an entity. FIN 46 applies immediately to variable interest entities
created after January 31, 2003, and to variable interest entities in which an
enterprise obtains an interest after that date. It applies in the first fiscal
year or interim period ending after December 15, 2003, to variable interest
entities in which an enterprise holds a variable interest. FIN 46 applies to
public enterprises as of the beginning of the applicable interim or annual
period. The Company does not have any variable interest entities, and therefore
the adoption of the provisions of FIN 46 did not have any impact on the Company.

Financial Instruments - In May 2003 the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 150, Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity. This statement establishes standards for how an issuer classifies and
measures in its financial position certain financial instruments with
characteristics of both liabilities and equity. In accordance with this
standard, financial instruments that embody obligations of the issuer are
required to be classified as liabilities. SFAS No. 150 is effective for all
financial instruments entered into or modified after May 31, 2003. For existing
financial instruments, SFAS No. 150 is effective at the beginning of the Company
fiscal quarter commencing July 1, 2003. The Company has adopted the applicable
provisions of SFAS No. 150, however, numerous provisions have been delayed and
will be adopted in the future. Management believes that the adoption of the
delayed provisions will not have a material impact on the Company's operations
or financial condition.




                                      F-10
<PAGE>




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



NOTE 2 - INVESTMENT SECURITIES

At June 30, 2004 the Company's market value of available for sale securities
consisted of the following:
                                                      Gross
                                                    Unrealized       Estimated
                                       Cost           Gain          Fair Value
                                   ------------  -------------    -------------
Common and preferred stocks        $  1,297,216  $   2,589,381    $   3,886,597

Bond Funds                               57,026            --            57,026
                                   ------------  -------------    -------------

Total                              $  1,354,242  $   2,589,381    $   3,943,623
                                   ============  =============    =============


The Company realized net gains of $70,838 and $29,520 on the sale of investment
securities for the years ended June 30, 2004 and 2003, 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.

NOTE 4 - NOTES RECEIVABLE - RELATED PARTIES

In 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 was 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 $44,100 after considering the impairment allowance of
$382,400, which had been previously recorded against the asset.

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 in August 2002,
pursuant to which the Company could acquire 50,000 shares of ANI common stock at
$1.00 per share and in June 2004 this warrant was exercised on a "cashless"
basis into 40,384 shares of ANI common stock. The Company's president is also
the president and chief executive officer of ANI and the Company's chief
financial officer is the senior vice president of ANI.


                                      F-11
<PAGE>


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




NOTE 4 - NOTES RECEIVABLE - RELATED PARTIES (Continued)

The Company purchased $160,000 Subordinated Convertible Promissory Notes from
A4S Technologies, Inc. in June 2003. The Company received a 6% note due December
31, 2005 which is convertible into A4S common stock at $.10 per share. The
Company purchased $100,000 Subordinated Convertible Promissory Notes from A4S
Technologies in September 2003. The Company received a 6% note due December 31,
2005 which is convertible into A4S common stock at $.09 per share. In connection
with this loan, the Company purchased for $100 a warrant to purchase up to
100,000 shares of A4S common stock at $.09 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.

The Company purchased from A4S an additional $105,034 in Subordinated
Convertible Promissory Notes during the period from January to May 2004. The
notes are due on December 31, 2005 and are convertible to common shares at a
rate of $.035 per share. All of the notes bear interest on the outstanding
principal at a fixed rate of 6% per annum. In connection with its investments in
notes, the Company has received warrants to purchase up to 341,318 shares of
common stock of A4S at prices ranging from $.035 to $.10. The Company's
president has also been elected to serve as a Director of A4S, a privately held
company. The Company previously purchased a $125,000 Subordinated Convertible
Promissory Note from A4S in December 2002 that was converted to 135,870 shares
of A4S common stock in June 2003.


NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following:
<TABLE>
<CAPTION>

                                                                 June 30,
                                                                   2004
                                                               -----------
<S>                                                            <C>
     Automobile                                                $    65,045
     Furniture and fixtures                                          1,200
     Office equipment                                                9,511
                                                               -----------

     Total                                                          75,756

     Less accumulated depreciation and amortization                (50,461)
                                                               ------------

                                                               $    25,295
                                                               ===========
</TABLE>



                                      F-12
<PAGE>



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




NOTE 6 - INCOME TAXES (BENEFIT)
<TABLE>
<CAPTION>
                                                   For the Years Ended
                                                        June 30,
                                                  --------------------
                                                    2004        2003
                                                  --------    --------
<S>                                               <C>         <C>
           Deferred:
                    Federal                       $     --    $     --
                    State                               --          --
                                                  --------    --------

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


                                                               June 30,
                                                                2004
                                                              ---------
             Deferred tax assets:
                      Capital loss carryforward               $ 166,000
                      Net operating loss carryforward           214,000
                                                              ---------

                      Net deferred tax assets                   380,000
                      Less valuation allowance                 (298,000)
                                                              ----------

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

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

             Net deferred tax asset                           $  82,000
                                                              =========
</TABLE>



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:
<TABLE>
<CAPTION>
                                                                For the Years Ended June 30,
                                                                ---------------------------
                                                                    2004           2003
                                                                -----------     -----------
<S>                                                             <C>             <C>
             Income tax expense (benefit) computed at the
             federal statutory rate                             $  (22,000)     $  (15,000)
             Increase/(Decrease) in valuation allowance             (4,000)         33,300
             Other                                                  26,000         (18,300)
                                                                ----------      -----------

             Income tax (benefit)                               $       --      $       --
                                                                ==========      ===========
</TABLE>

The Company has a net operating loss carryforward of approximately $540,000
expiring through 2024 and a capital loss carryforward of approximately $342,000.





                                      F-13
<PAGE>



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




NOTE 7 - STOCK OPTIONS

1999 Stock Option Plan
----------------------
The Company's 1999 Stock Option Plan, as amended, had 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 was not to 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 was not less than 110% of
the fair market value of common stock on the date of grant. The exercise term
did not exceed ten years from the date of the grant. All of the outstanding
options expired on April 15, 2004.

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; 240,000 will expire October 5, 2005,
150,000 will expire November 27, 2005 and 40,000 were forfeited during 2004.

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, 2004.





                                      F-14
<PAGE>



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


NOTE 7 - STOCK OPTIONS (Continued)

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,
                                                        ----------------------------------------------
                                                                 2004                   2003
                                                        ---------------------  -----------------------
                                                                    Weighted                 Weighted
                                                                    Average                  Average
                                                                    Exercise                 Exercise
                                                         Shares      Price        Shares      Price
                                                       ---------    --------   ----------  -----------
<S>                                                      <C>        <C>           <C>       <C>
      Outstanding, beginning of year                     480,000    $   .453      480,000   $    .453

                        Granted                               --                       --          --
                        Expired/Forfeited                (90,000)       .470           --          --
                        Exercised                             --                       --          --
                                                       ---------    --------   ----------   ---------

      Outstanding, end of year                           390,000    $   .446      480,000   $    .453
                                                       =========    ========   ==========   =========

      Options exercisable, end of year                   390,000    $   .446      480,000   $    .453
                                                       =========    ========   ==========   =========
</TABLE>



The following table summarizes information about stock options outstanding at
June 30, 2004:
<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     390,000         1.32        $   .44628        390,000    $    .44628

</TABLE>






                                      F-15
<PAGE>




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




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.

The Company held investment securities in ANI classified as available for sale
at June 30, 2004 and 2003; the investments had an estimated fair value of
$2,981,695 and $472,276, 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. At June 30, 2004 and 2003, the
Company held investment securities in AspenBio classified as available for sale
having an estimated fair value of $629,630 and $750,000, respectively.

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 100,000 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 8A.  CONTROLS AND PROCEDURES.
          ------------------------

(a) Evaluation of Disclosure Controls and Procedures.

     In connection with the Securities and Exchange Commission's ("SEC") regular
review of the Company's filings under the Securities Exchange Act of 1934, the
Company received correspondence from the SEC in February 2005 asking, among
other points, whether the Company should be registered as an "investment
company" under the Investment Company Act of 1940 (the "Investment Company
Act"). Generally, an issuer is deemed to be an investment company subject to
registration and reporting under the Investment Company Act if its holdings of
"investment securities" exceed 40% of the value of the issuer's total assets,
exclusive of government securities, securities issued by majority owned
subsidiaries and cash items on an unconsolidated basis.

     Immediately following the Company's receipt of this correspondence from the
SEC, the Company consulted with its legal counsel about the Investment Company
Act issues raised by the SEC's letter. The Company's counsel recommended that
special legal counsel be retained with significant experience related to the
Investment Company Act to assist the Company with this issue and such special
counsel was immediately engaged.

     Based upon the investigations undertaken by the Company's management and
board of directors since February 2005, including work by the Company's legal
counsel, the Company determined that it did in fact meet the definition of an
investment company as provided in Section 3(a)(1) of the Investment Company Act
during certain periods over the last several years and, accordingly, should have
been registered and reporting under the Investment Company Act. Further, in
connection with these investigations, the Company's board of directors
evaluated, under the supervision and with the participation of the Company's
chief executive officer and chief financial officer, the effectiveness of the
design and operation of the Company's disclosure controls and procedures during
the relevant periods. Based upon these investigations and evaluations, the
Company concluded that its disclosure controls and procedures were not effective
as of the end of the period covered by this report. The Company attributes this
conclusion to the fact that its controls and procedures did not reveal that the
Company qualified as an investment company subject to the registration and
reporting requirements of the Investment Company Act.

     In light of these facts, the Company's board of directors unanimously
concluded that the best way to maximize shareholder value is to liquidate the
assets of the Company for distribution to its shareholders. On June 9, 2005, the
Company's plan of liquidation was unanimously approved by the board of directors
and the Company filed a preliminary information statement with the SEC notifying
the Company's shareholders that the plan of liquidation will be voted upon at a
special meeting of the shareholders expected to be held in late 2005.

(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.

Item 9.   DIRECTORS AND EXECUTIVE OFFICERS.
          ---------------------------------

                               Date First
                                 Elected         Principal Occupation
Name                     Age    Director            and Employment
----                     ---    --------            --------------


Gregory Pusey            52       1982    President,  Treasurer  and  Director.
                                          Since 1999,  Mr.  Pusey has served as
                                          the president  and director of
                                          Advanced  Nutraceuticals, Inc., a
                                          publicly held  manufacturer of
                                          nutraceuticals.  Mr. Pusey is  also a
                                          director of AspenBio, Inc., a publicly
                                          held 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.


                                  Page 8 of 17
                                     10-KSB


<PAGE>

Scott Menefee            39       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.

Jeffrey G. McGonegal     53       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.  He
                                          received a BA degree in accounting
                                          from Florida State University.

     John Altshuler, who had been a director of the Company since 1991, passed
away during 2004.

     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, 2004,
the Company's Board of Directors held three meetings in person or by consent.



                                  Page 9 of 17
                                     10-KSB


<PAGE>

     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, 2004.

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, 2004 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     2004          60,000         -0-           -0-          -0-          -0-      -0-       7,761
              2003          60,000         -0-           -0-          -0-          -0-      -0-       7,725
              2002          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. The Company's 1999 Stock Option Plan, as amended, had 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 was not to 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 was not less than 110% of the fair market value of common stock on
the date of grant. The exercise term did not exceed ten years from the date of
the grant. All of the outstanding options expired on April 15, 2004.




                                  Page 10 of 17
                                     10-KSB

<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 390,000 shares. Of these
options 240,000 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 were forfeited upon his death in 2004. Options
granted to 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.


                                  Page 11 of 17
                                     10-KSB


<PAGE>

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.

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 6/30/04 ($) (1)
     ----                 -------------        -------------         --------------------------
<S>                             <C>                <C>                            <C>
     Gregory Pusey             -0-                 100,000                       -0-
     Scott Menefee             -0-                  40,000                       -0-
     Jeff McGonegal            -0-                 100,000                       -0-
     Thomas Weinberger         -0-                 150,000                       -0-
</TABLE>

     (1)  Calculated based on the bid price of the Company's common stock on
          that date.


(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 27, 2004. We have options outstanding
     under our 2001 Plan.



                                  Page 12 of 17
                                     10-KSB


<PAGE>
<TABLE>
<CAPTION>
                                                                            (c) Number of
                                                                             Securities
                                                                              Remaining
                                                                            Available for
                                 (a) Number of          (b) Weighted       Future Issuance
                                Securities to be      Average Exercise      Under Equity
                              Issued Upon Exercise        Price of       Compensation Plans
                                 of Outstanding         Outstanding          (Excluding
                             Options, Warrants and   Options, Warrants       Securities       (d) Total of Securities
                                     Rights              and Rights         Reflected in        Reflected in Columns
                                     ------                  ------
       Plan Category                                                         Column (a))            (a) and (c)
       -------------                                                         -----------            -----------
<S>                               <C>                     <C>                   <C>                     <C>
Equity Compensation Plans         390,000                 $.44628               110,000                 500,000
Approved by Shareholders


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



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

     The following table sets forth ownership as of September 27, 2004 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
----------------                            ------                     -----
Scott Menefee                               70,000                     2.0%
971 Garfield Street
Denver, CO 80206 (1)

Gregory Pusey                              1,708,418                   50.0%
106 S. University Blvd. #14
Denver, CO 80209 (2)

Jeffrey G. McGonegal                        100,000                    2.9%
1905 W. Valley Vista Drive
Castle Rock, CO 80109 (3)

All officers and directors as a            1,878,418                   54.9%
group (3 persons) (1) (2) (3)




                                  Page 13 of 17
                                     10-KSB


<PAGE>


Cede & Co.                                  449,401                    13.1%
PO Box 222
New York, NY 10274

E. Jeffrey Peierls                          302,224                    8.8%
73 S. Holman Way
Golden, CO 80401 (4)

Brian Peierls                               219,011                    6.4%
7808 Harvestman Cove
Austin, TX  78731 (5)

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

     (2) 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 100,000 shares that have been granted under the 2001 Plan.

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

     (4) Does not include 219,011 shares held of record by Brian E. Peierls. E.
Jeffrey Peierls disclaims beneficial ownership in the shares held by other
members of his family and Kathryn and Alice Thames.

     (5) Does not Include 302,224 shares held of record by E. Jeffrey Peierls.


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 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 in August 2002,
pursuant to which the Company could acquire 50,000 shares of ANI common stock at
$1.00 per share and in June 2004 this warrant was exercised on a "cashless"
basis into 40,384 shares of ANI common stock. The Company's president is also
the president of ANI and the Company's Chief Financial Officer is the
Senior-Vice President of ANI. The Company also owns 194,926 shares of ANI common
stock that it acquired through open-market purchases at then prevailing market
prices.


                                  Page 14 of 17
                                     10-KSB


<PAGE>
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 at
that time constituted approximately 11% of the outstanding Common Stock of
AspenBio) and 330,000 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 530,000
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.

As described in Item 1(a), the Company has made various loans to A4S
Technologies, Inc. ("A4S") during the period from December 2002 through August
2004. The Company currently holds convertible notes from A4S in the aggregate
principal amount of $432,297, 135,870 shares of A4S common stock which it
received in a note conversion and warrants to purchase an aggregate of 341,318
shares of A4S common stock. Gregory Pusey became a member of the Board of
Directors of A4S in January 2003 in connection with the Company's initial loan
to A4S. Mr. Pusey also serves as the agent for the various purchasers pursuant
to agreements made in connection with the A4S loans. Mr. Pusey and members of
his family currently hold convertible notes made by A4S in the aggregate
principal amount of $118,428, 50,000 shares of A4S common stock which they
received in a note conversion and warrants to purchase an aggregate of 138,468
shares of A4S common stock. Jeffrey G. McGonegal currently holds convertible
notes made by A4S in the aggregate principal amount of $14,000 and warrants to
purchase an aggregate of 20,000 shares of A4S common stock. Messrs. Pusey (and
members of his family) and McGonegal purchased their A4S securities under the
same terms and conditions as the Company.

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.

          None.

Item 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.
          ---------------------------------------

     (a) Audit Fees. During the fiscal years ended June 30, 2004 and 2003,the
aggregate fees billed by the Company's auditors, for services rendered for the
audit of our annual financial statements and the review of the financial
statements included in our quarterly reports on Form 10-QSB for services
provided in connection with the statutory and regulatory filings or engagements
for those fiscal years, was $14,000 and $13,500, respectively.

     (b) Audit-Related Fees. During fiscal years ended June 30, 2004 and 2003
our auditors did not receive any fees for any audit-related services other than
as set forth in paragraph (a) above.

     (c) Tax Fees. Our auditors did not provide tax compliance or tax planning
advice during the fiscal years ended June 30, 2004 and 2003.






                                  Page 15 of 17
                                     10-KSB


<PAGE>

                                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.

(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
            filed as Exhibit 10(t) in the Registrant's Report on Form 10-KSB
            for the year ended June 30, 2004 is incorporated herein by this
            reference.

(10)(t)(1)  Allonge dated August 31, 2004 to Promissory Note dated June 30,
            2003 filed as Exhibit 10(t) (1) in the Registrant's Report on
            Form 10-KSB for the year ended June 30, 2004 is incorporated herein
            by this reference.

(10)(u)     Promissory note dated October 2, 2003 in the original
            principal amount of $100,000, made by A4S Technologies, Inc. to
            the Company and Allonge dated August 31, 2004 filed as Exhibit 10(u)
            in the Registrant's Report on Form 10-KSB for the year ended
            June 30, 2004 is incorporated herein by this reference.


(10)(v)     Promissory notes dated February 22, 2004, February 23, 2004
            and May 12, 2004 in the aggregate original principal amount of
            $104,945, made by A4S Technologies, Inc. to the Company and
            Allonges dated August 31, 2004 filed as Exhibit 10(v) in the
            Registrant's Report on Form 10-KSB for the year ended June 30, 2004
            is incorporated herein by this reference.

(10)(w)     Promissory note dated August 24, 2004 in the original
            principal amount of $67,352, made by A4S Technologies, Inc. for
            the Company Company filed as Exhibit 10(w) in the Registrant's
            Report on Form 10-KSB for the year ended June 30, 2004 is
            incorporated herein by this reference.

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.



                                  Page 16 of 17
                                     10-KSB


<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: August 25, 2005                    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: August 25, 2005                    By: /s/ Gregory Pusey
                                             ---------------------
                                             Gregory Pusey
                                             President, Treasurer and Director


Date: August 25, 2005                    By: /s/ Jeffrey G. McGonegal
                                             ------------------------
                                             Jeffrey G. McGonegal
                                             Senior Vice President-Finance,
                                             Secretary and Director


Date: August 25, 2005                    By: /s/ Scott Menefee
                                             -----------------------
                                             Scott Menefee, Director





                                  Page 17 of 17
                                     10-KSB

<PAGE>