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

                                   FORM 10-KSB

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

     For the fiscal year ended June 30, 2005

( )  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. |_|

The issuer's revenues consisted of $49,315 in interest and dividend income
offset by $67,251 in realized losses on sales of investment securities and
$65,000 loss from LLC's for net revenues for the fiscal year ended June 30, 2005
of $(82,936).

The aggregate market value of the voting stock held by non-affiliates was
approximately $924,000 on October 7, 2005.


<PAGE>




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

                 Class                         Outstanding at October 7, 2005
     Common Stock, $.025 par value                        3,509,877

Transitional Small Business Disclosure Format   Yes     No X



                                     Part I

Item 1.   DESCRIPTION/BUSINESS.

     (a) BUSINESS DEVELOPMENT. Cambridge Holdings, Ltd. (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 connection with the SEC's regular review of our filings under the Securities
Exchange Act of 1934, we received correspondence from the SEC asking, among
other points, whether we should be registered as an investment company under the
Investment Company Act of 1940. Generally, an issuer is deemed to be an
investment company subject to registration if its holdings of "investment
securities," which usually are securities other than securities issued by
majority owned subsidiaries and government securities, exceed 40% of the value
of its total assets exclusive of government securities and cash items on an
unconsolidated basis.

Immediately following our receipt of correspondence from the SEC, we consulted
with our legal counsel about the Investment Company Act issues raised by the
SEC's letter. Our counsel recommended that we engage special legal counsel with
significant experience related to the Investment Company Act to assist us with
this issue and we did in fact engage such special counsel and we are now working
with the SEC to respond to its question. Since February 2005, our management and
board have undertaken numerous discussions to investigate and explore the best
course of action. Based upon the investigation undertaken by our management and
board, including work by our legal counsel and special legal counsel, the
Company has determined that the Company has met the definition of an "investment
company" as provided in Section 3(a)(1) of the Investment Company Act; and
accordingly should have been registered and reporting as an investment company.

During multiple meetings, our board of directors reviewed and discussed the
information that management had gathered. After such discussions, the board on
June 9, 2005, unanimously concluded that the best way to maximize shareholder
value would be to liquidate the Company. Management and the company's counsel
then developed a plan of liquidation to be completed on an orderly basis to
maximize value to the shareholders that was unanimously approved by the board of
directors on June 9, 2005.



<PAGE>
We have advised the SEC of our intention to liquidate our assets in order to,
among other factors described below, eliminate the applicability of the
Investment Company Act. We have also mailed an information statement to our
shareholders informing them of our plan of liquidation to be approved at a
special meeting to be held on November 3, 2005.

In December 2001, the Company acquired 1,000,000 common shares and 310,000
warrants of AspenBio, Inc. ("AspenBio") for $600,000. The 310,000 warrants to
purchase AspenBio common stock are exercisable at $1 per share and expire
January 1, 2007. During August 2004 the Company invested $25,000 in a private
offering by AspenBio, whereby the Company received 28,571 shares of AspenBio
common stock and a warrant to acquire 28,571 shares of common stock at $1.50 per
share, expiring in August 2009.

In connection with a previous bank loan guarantee, AspenBio issued a warrant to
the Company to purchase 100,000 shares of AspenBio common stock at $1.50 per
share, expiring July 5, 2007.

In September 2002, the Company completed a pro rata 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
March 2005, the Company's Board of Directors approved a distribution of 532,275
shares of the then remaining total AspenBio common stock owned by the Company at
that time. This distribution was made on a pro rata basis to all shareholders of
record as of the close of business on March 24, 2005 and was recorded as a
dividend at the shares' estimated value for financial reporting purposes of
approximately $475,000. The Company's Board of Directors made the decision to
distribute this investment based upon the following considerations; 1) to begin
the process of reducing the Company's level of investment assets, following the
SEC's inquiry as to the Company's status as not being in compliance with the
reporting requirements under the Investment Company Act of 1940, and 2) the
Board of Directors did not believe that the market value of the shares of the
Company reflected the value of the underlying investments and therefore to
increase the value to its shareholders, the distribution was approved.

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
July 2004 the Company loaned $10,000 to AspenBio that was repaid later in July
2004 with interest. Gregory Pusey is a director and Jeffrey G. McGonegal is
chief financial officer of AspenBio.

In August 2002, under an amended agreement with Advanced Nutraceuticals, Inc.
("ANI"), all of the principal of an outstanding 7% convertible $250,000 note
payable 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 also a director of ANI. During June 2004,
a warrant for 50,000 shares was converted into 40,384 common shares of ANI on a
"cashless" exercise basis.



<PAGE>
Commencing in December 2002 through August 2004, the Company made a series of
loans to A4S Security, Inc. (formerly, A4S Technologies, Inc.) ("A4S"). A4S
which completed an initial public offering of its securities in July 2005,
markets high resolution mobile digital video recording systems for security and
surveillance. Cumulatively, approximately $557,000 was invested in A4S with
$132,000 (through debt conversion and warrants exercises) represented by 18,801
common shares of A4S and $425,000 represented by 6% convertible notes payable,
as of June 30, 2005. In connection with the public offering by A4S in July 2005,
the convertible notes and accrued interest were converted into a total of
439,000 common shares of A4S. In connection with certain of the note
investments, the Company received 7,133 warrants to acquire common stock of A4S.
The warrants are exercisable at an average exercise price of $5.65 per share.
Following the initial A4S investment, Greg Pusey, President of the Company,
became a member of the A4S Board of Directors and subsequently became the
chairman.

In May 2003, the Company loaned $150,000 to Louisiana Land Systems Inc., which
loan matures in November 2005 with interest at 5% per annum.

In January and March 2004, the Company invested $65,000 for a special limited
partnership interest in Six-Thirty-Three, LLC ("633"). In December 2004, the
Company determined that the investment was worthless and, therefore, the
investment was written off with no revenue having been generated by 633.

COMPETITION. As a result of the Company's decision to liquidate, the Company's
position as a competitor in the real estate industry is no longer applicable.


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.


Item 3.   LEGAL PROCEEDINGS.

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


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

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



<PAGE>
                                     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, 2005 and 2004 are as follows:

    Quarter Ended                   High Bid                   Low Bid
    ------------------------------------------------------------------
    June 30, 2005                     $.61                      $.30
    March 31, 2005                    $.44                      $.35
    December 31, 2004                 $.35                      $.35
    September 30, 2004                $.35                      $.30
    June 30, 2004                     $.32                      $.26
    March 31, 2004                    $.26                      $.26
    December 31, 2003                 $.26                      $.25
    September 30, 2003                $.25                      $.25

     At October 7, 2005 the number of holders of record of the Company's common
stock was approximately 950. No cash dividends were paid during the years ended
June 30, 2005 and 2004.

     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. In March 2005, the Company
distributed 532,275 shares of AspenBio stock to its shareholders, which was
recorded by the Company as a dividend at the shares' then estimated fair value
of $475,000.

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>




LIQUIDITY AND CAPITAL RESOURCES.

     At June 30, 2005, the Company had cash and cash equivalents of $99,800 and
working capital of $3,459,600.

     For the year ended June 30, 2005, operating activities used cash of
$194,600 as compared to cash used of $126,600 for the year ended June 30, 2004.
Losses from the sale of investment securities were $67,200 in 2005, compared to
gains of $70,800 in 2004.

     Cash provided by investing activities was approximately $127,500 during the
year ended June 30, 2005 as compared to $33,100 during the year ended June 30,
2004. During the year ended June 30, 2005, approximately $273,300 was provided
from the sales of investment securities compared to $499,800 provided in 2004.
Investments made in notes receivable to unrelated parties were $0 in 2005
compared to $245,000 in 2004. Proceeds from the sale of fixed assets during 2005
were $34,300 due to the sale of the car provided for the Company's president,
Greg Pusey. There were no fixed assets purchased or sold in 2004. 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.

     Cash flows from financing activities provided $55,100 in 2005 from the
exercise of stock options. There was no cash activity in financing activities
during the year ended June 30, 2004.

RESULTS OF OPERATIONS.

FISCAL YEAR ENDED JUNE 30, 2005 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2004

     The Company's revenues for the year ended June 30, 2005 consisted of
interest and dividend income of $49,300. Losses on the sale of securities were
approximately $67,300 for the year ended June 30, 2005. The Company wrote off an
investment in an LLC that was determined to be worthless for $65,000. 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.

     During the years ended June 30, 2005 and 2004, the Company incurred
operating, general and administrative costs of approximately $209,700 and
$151,000, respectively. The increase related primarily to professional fees
associated with the SEC's review of the Company's public filings. The Company
had a loss before taxes of $277,300 for the year ended June 30, 2005 as compared
with a loss before taxes of $64,062 for the year ended June 30, 2004.



<PAGE>
INCOME TAXES

     As discussed in Note 6 to the accompanying financial statements, as of June
30, 2005 the Company has $390,000 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, 2005 approximately 95% of the Company's current 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.



<PAGE>
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 upon the completion of sales of securities. Revenues
realized on sales of investment securities accounted for a material portion of
total revenues during the years ended June 30, 2005 and 2004. 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 by this
standard. As of June 30, 2005 we have a total of 440,000 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>
Item 7.    FINANCIAL STATEMENTS.


                            CAMBRIDGE HOLDINGS, LTD.




                          Index to Financial Statements
                                                                       Page
                                                                       ----


Report of Independent Registered Public Accounting Firm                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








                                       F-1


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

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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

We have audited the accompanying balance sheet of Cambridge Holdings, Ltd. as of
June 30, 2005, and the related statements of operations and comprehensive
income/(loss), changes in stockholders' equity, and cash flows for 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, 2005, 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.

                                        /s/ AJ. ROBBINS, PC.
                                        --------------------
                                        AJ. ROBBINS, PC.
                                        CERTIFIED PUBLIC ACCOUNTANTS

Denver, Colorado
August 19, 2005


                                       F-2


<PAGE>


                            CAMBRIDGE HOLDINGS, LTD.
                                 BALANCE SHEET
                                 JUNE 30, 2005
                                 =============


                                     ASSETS
                                     ------

CURRENT ASSETS:
     Cash and cash equivalents                                      $    99,826
     Accounts receivable-related party                                      594
     Investment securities - available for sale, net                  3,225,029
     Accrued interest receivable - related party                         57,722
     Deferred tax asset                                                  82,000
                                                                    -----------

                  Total Current Assets                                3,465,171

Property and equipment, net                                                 348

Note receivable                                                         150,000
Notes receivable - related party                                        425,034


Investments in LLCs                                                      67,391
                                                                    -----------
                                                                    $ 4,107,944
                                                                    ===========


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


CURRENT LIABILITIES:
     Accounts payable and accrued expenses                          $     5,605
                                                                    -----------

                  Total Current Liabilities                               5,605
                                                                    -----------

COMMITMENTS AND CONTINGENCIES


STOCKHOLDERS' EQUITY:
     Common stock, $.025 par value; 15,000,000 shares
         authorized: 3,179,870 issued and outstanding                    79,497
     Additional paid-in capital                                       3,048,667
     Accumulated (deficit)                                           (1,587,876)
     Accumulated other comprehensive income (loss), net of tax:
         Net unrealized gains on securities
             available for sale                                       2,569,660
         Net unrealized (loss) on LLCs                                   (7,609)
                                                                    -----------

                  Total Stockholders' Equity                          4,102,339
                                                                    -----------

                                                                    $ 4,107,944
                                                                    ===========



                 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,
                                                                   2005         2004
                                                              ------------   -----------
<S>                                                           <C>            <C>
REVENUES:
     Net realized gains (losses) on sales
         of investment securities                             $   (67,251)   $    70,838
     Loss on LLC investment                                       (65,000)            --
     Interest and dividend income                                  49,315         16,144
                                                              -----------    -----------

                  Total Revenues                                  (82,936)        86,982
                                                              -----------    -----------



OPERATING EXPENSES AND OTHER INCOME:
     Operating, general and administrative                       (209,680)      (151,044)
     Gain on asset disposal                                        14,775             --
     Other income                                                     588             --
                                                              -----------    -----------

                  Total Operating Expenses and Other Income      (194,317)      (151,044)
                                                              -----------    -----------


NET (LOSS)                                                       (277,253)       (64,062)

OTHER COMPREHENSIVE INCOME, net of tax -
     Unrealized holding gain/(loss)                               (22,310)     2,383,920
      Net unrealized (loss) on LLCs                                  (662)        (6,947)
                                                              -----------    -----------

COMPREHENSIVE INCOME (LOSS)                                   $  (300,225)   $ 2,312,911
                                                              ===========    ===========

NET (LOSS) PER COMMON SHARE, BASIC AND
     DILUTED                                                  $      (.10)   $      (.02)
                                                              ===========    ===========

Weighted average number of
     common shares outstanding                                  3,069,224      3,029,870
                                                              ===========    ===========
</TABLE>



                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                            CAMBRIDGE HOLDINGS, LTD.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                   FOR THE YEARS ENDED JUNE 30, 2005 AND 2004
                   ==========================================


                                                                                                 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, 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

      Net unrealized (loss)  on
          securities available for sale           --            --            --            --        (22,310)       (22,310)

      Net unrealized (loss) on LLCs               --            --            --            --           (662)          (662)

      Exercise of stock options              150,000         3,750        51,375            --             --         55,125

      Dividends paid                              --            --            --      (475,000)                     (475,000)

      Net (loss) for the year                     --            --            --      (277,253)            --       (277,253)
                                          ----------   -----------   -----------   -----------    -----------    -----------

Balances, June 30, 2005                    3,179,870   $    79,497   $ 3,048,667   $(1,587,876)   $ 2,562,051    $ 4,102,339
                                          ==========   ===========   ===========   ===========    ===========    ===========
</TABLE>



                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                      F-5

<PAGE>

<TABLE>
<CAPTION>


                            CAMBRIDGE HOLDINGS, LTD.
                            STATEMENTS OF CASH FLOWS
                            ========================


                                                                For the Years Ended June 30,
                                                                ----------------------------
                                                                     2005         2004
                                                                  ---------    ---------
<S>                                                               <C>          <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net (loss)                                                        $(277,253)   $ (64,062)
  Adjustments to reconcile net (loss) to net cash
     Provided by (used in) operating activities:
       Depreciation and amortization                                  5,841       22,313
       Realized (gains) losses on sale of investment securities      67,251      (70,838)
       Loss on write-off of LLC investment                           65,000           --
       Realized gain on sale/disposal of fixed assets               (14,775)          --

  Changes in:
       Accounts receivable-related party                              6,897       (7,491)
       Accrued interest receivable - related party                  (49,284)      (8,438)
       Other assets                                                     423           --
       Accounts payable and accrued expenses                          1,344        1,889
                                                                  ---------    ---------

         Cash Flows Provided By (Used In) Operating Activities     (194,556)    (126,627)
                                                                  ---------    ---------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
  Purchase of investment securities                                             (196,602)
  Proceeds from sale of investment securities                       216,088      499,762
  Purchase of marketable securities                                 (61,830)          --
  Additions to note receivable - related parties                    (70,000)          --
  Collection on notes receivable                                     10,000       40,000
  Issuance of note receivable                                            --     (245,034)
  Purchase of LLC investments                                            --      (65,000)
  Purchase of fixed assets                                           (1,092)          --
  Proceeds from sale of fixed assets                                 34,325           --
                                                                  ---------    ---------

         Cash Flows Provided By Investing Activities                127,491       33,126
                                                                  ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from exercise of stock options                            55,125           --
                                                                  ---------    ---------

         Cash Flows Provided By Financing Activities                 55,125           --
                                                                  ---------    ---------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                         (11,940)     (93,501)

CASH AND CASH EQUIVALENTS, beginning of year                        111,766      205,267
                                                                  ---------    ---------

CASH AND CASH EQUIVALENTS, end of year                            $  99,826    $ 111,766
                                                                  =========    =========
</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.

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

Immediately following the Company's receipt of 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 we engage
special legal counsel with significant experience related to the Investment
Company Act to assist with this issue and the Company did in fact engage such
special counsel and is now working with the SEC to respond to its question.
Since February 2005, the Company's management and board have undertaken numerous
discussions to investigate and explore the best course of action. Based upon the
investigation undertaken by the Company's management and board, including work
by the Company's legal counsel and special legal counsel, the Company has
determined that the Company has met the definition of an "investment company" as
provided in Section 3(a)(1) of the Investment Company Act; and accordingly
should have been registered and reporting as an investment company.

During multiple meetings, the Company's board of directors reviewed and
discussed the information that management had gathered. After such discussions,
the board on June 9, 2005, unanimously concluded that the best way to maximize
shareholder value would be to liquidate the Company. Management and the
company's counsel then developed a plan of liquidation to be completed on an
orderly basis to maximize value to the shareholders that was unanimously
approved by the board of directors on June 9, 2005.

The Company has advised the SEC of the Company's intention to liquidate the
Company's assets in order to, among other factors described below, eliminate the
applicability of the Investment Company Act. The Company has also filed an
information statement with the SEC which informed the Company's shareholders of
the plan of liquidation to be approved at a special meeting to be held November
3, 2005.


                                      F-7
<PAGE>


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


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

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 $5,841 and $22,313 for the years ended June 30,
2005 and 2004, 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 involvement. The Company invested $75,000 in
R&B Surgical Solutions, LLC and $65,000 in Six-Thirty-Three, LLC ("633"). The
$65,000 invested in 633 was determined to be worthless during the year and
accordingly, was written off.

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.



                                      F-8
<PAGE>

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



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

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 440,000 and 390,000 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, 2005 and 2004, 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-9

<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)                             2005              2004
                                                              -------------     ---------
<S>                                                           <C>               <C>
     Holding gains                                            $      76,619     $2,345,528
     Unrealized (loss) on LLC's                                        (662)        (6,947)
     Reclassification for realized gains or losses                  (98,929)        38,392
                                                              -------------     ----------

     Increase/(decrease) in net unrealized securities gains
     recognized in other comprehensive income                 $    (22,972)    $2,376,973
                                                              ==============    ==========
</TABLE>

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

     In December 2004, the Financial Accounting Standards Board ("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 No. 25, and
generally requires instead that such transactions be accounted and recognized in
the statement of operations based on their fair value. SFAS No. 123(R) will be
effective for public companies that file as small business issuers as of the
first interim or annual reporting period that begins after December 15, 2005.
The Company is evaluating the provisions of the standard. Depending upon the
amount of and terms for options that are granted in future periods, the
implementation of this standard could have a significant non-cash impact on
results of operations in future periods.


                                      F-10
<PAGE>
                             CAMBRIDGE HOLDINGS LTD.
                          NOTES TO FINANCIAL STATEMENTS
                          =============================



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


     In December 2003, the FASB issued SFAS Interpretation 46R ("FIN 46R"), a
revision to SFAS Interpretation No. 46 ("FIN 46"), Consolidation of Variable
Interest Entities. FIN 46R clarifies some of the provisions of FIN 46 and
exempts certain entities from its requirements. FIN 46R is effective at the end
of the first interim period ending after March 15, 2004. Entities that have
adopted FIN 46 prior to this effective date can continue to apply the provision
of FIN 46 until the effective date of FIN 46R or elect early adoption of FIN
46R. The Company does not have any variable interest entities, and therefore the
adoption of FIN 46 and FIN 46R did not have an impact on the Company's financial
statements.

     In May 2003, the FASB issued SFAS 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, except for those provisions relating to mandatorily redeemable
non-controlling interests, which have been deferred. The Company has adopted the
applicable provisions of SFAS No. 150. Management believes if the deferred
provisions are finalized in their current form, the adoption of these provisions
will not have a material impact on the Company's operations or financial
condition.



NOTE 2 - INVESTMENT SECURITIES

At June 30, 2005 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        $ 655,369       $ 2,569,660     $  3,225,029


The Company realized net gains (losses) ($67,251) and $70,838 on the sale of
investment securities for the years ended June 30, 2005 and 2004, 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 2005. The assets of Louisiana Land Systems, Inc. secure the note.

NOTE 4 - NOTES RECEIVABLE - RELATED PARTIES

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
July 2004 the Company loaned $10,000 to AspenBio that was repaid later in July
2004 with interest.

In August 2002, under an amended agreement with Advanced Nutraceuticals, Inc.
("ANI"), all of the principal of an outstanding 7% convertible $250,000 note
receivable 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 also a director of ANI.



                                      F-11
<PAGE>
                             CAMBRIDGE HOLDINGS LTD.
                          NOTES TO FINANCIAL STATEMENTS
                          =============================



Commencing in December 2002 through August 2004, the Company made a series of
loans to A4S Security, Inc. (formerly, A4S Technologies, Inc.) ("A4S"). A4S
which completed an initial public offering of its securities in July 2005,
markets high resolution mobile digital video recording systems for security and
surveillance. Cumulatively approximately $557,000 was invested in A4S with
$132,000 (through debt conversion and warrants exercises) represented by 18,801
common shares of A4S and $425,000 represented by 6% convertible notes payable,
as of June 30, 2005. In connection with the public offering by A4S in July 2005,
the convertible notes and accrued interest were converted into a total of
439,000 common shares of A4S. In connection with certain of the note
investments, the Company received 7,133 warrants to acquire common stock of A4S.
The warrants are exercisable at an average exercise price of $5.65 per share. In
connection with the initial transaction, Gregory Pusey, President of the
Company, became a member of the A4S Board of Directors and subsequently became
the chairman.

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

                                                                   June 30,
                                                                     2005
                                                                   -------

     Furniture and fixtures                                          1,200
     Office equipment                                                3,554
                                                                   -------

     Total                                                           4,754
     Less accumulated depreciation                                  (4,406)
                                                                   -------

                                                                   $   348
                                                                   =======

NOTE 6 - INCOME TAXES (BENEFIT)

                                                                  June 30,
                                                                    2005
                                                                 ---------
     Deferred tax assets:
              Capital loss carryforward                          $ 217,000
              Net operating loss carryforward                      271,000
                                                                 ---------

              Net deferred tax assets                              488,000
              Less valuation allowance                            (406,000)
                                                                 ---------

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

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

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


                                      F-12
<PAGE>
                             CAMBRIDGE HOLDINGS LTD.
                          NOTES TO FINANCIAL STATEMENTS
                          =============================



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,
                                                               2005          2004
                                                           -----------    ----------
<S>                                                        <C>            <C>
     Income tax expense (benefit) computed at the federal
     statutory rate                                        $ (103,000)    $  (15,000)
     Increase/(Decrease) in valuation allowance                92,000         33,300
     Other                                                     11,000        (18,300)
                                                           -----------    -----------

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

The Company has a net operating loss carryforward of approximately $540,000
expiring through 2025, and a capital loss carryforward of approximately
$342,000.

NOTE 7 - STOCK OPTIONS

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 fiscal year 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
fiscal year 2005 the Company granted 200,000 options under the plan; 75,000 were
exercised at $.385 per share, 75,000 were exercised at $.35 per share and 50,000
will expire September 29, 2014.

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.
Had the Company applied the fair value recognition provisions of SFAS 123 to its
stock-based employee plans, the net loss for the year ended June 30, 2005 would
have increased by $59,500 to a net loss of $336,800, or $.11 per share, versus
the $.09 per share loss reported. The fair value of the options granted were
estimated on the date of grant using the Black-Scholes option pricing model with
an expected dividend yield of 0%; expected stock price volatility of 100%; risk
free interest rate of 4.3% and expected life of 5-10 years.



                                      F-13
<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,
                                            -------------------------------------------------
                                                     2005                      2004
                                            -----------------------    ----------------------
                                                          Weighted                  Weighted
                                                          Average                   Average
                                                          Exercise                  Exercise
                                             Shares       Price        Shares       Price
                                             -------    ----------     -------     ---------
<S>                                          <C>        <C>            <C>         <C>
      Outstanding, beginning of year         390,000    $     .453     480,000     $   .453

                        Granted              200,000                        --           --
                        Expired/Forfeited         --            --     (90,000)    $   .470
                        Exercised           (150,000)        .3675          --           --
                                           --------     ----------   ----------    ---------

      Outstanding, end of year               440,000    $     .435      390,000    $    .446
                                            ========    ==========   ==========    =========

      Options exercisable, end of year       440,000    $     .435      390,000    $    .446
                                            ========    ==========      =======    =========

</TABLE>


The following table summarizes information about stock options outstanding at
June 30, 2005:
<TABLE>
<CAPTION>

                             Options Outstanding                             Options Exercisable
                             -------------------                             -------------------
                                             Weighted
                                              Average       Weighted                      Weighted
         Range of                            Remaining      Average                       Average
         Exercise           Number          Contractual     Exercise          Number      Exercise
          Prices         Outstanding        Life-Years        Price        Exercisable     Price
      --------------     -----------        ----------     ----------      -----------   ---------
<S>   <C>      <C>         <C>                 <C>         <C>               <C>         <C>
      $ .35 to $ .52       440,000             1.34        $   .43534        440,000     $  .43534

</TABLE>


NOTE 8 - RELATED PARTY TRANSACTIONS

The Company shares corporate office space and administrative staff with an
affiliate of the Company. The Company paid its affiliate $750 per month for
these facilities and services.

The Company held investment securities in ANI classified as available for sale
at June 30, 2005 and 2004; having an estimated fair value of $3,015,381 and
2,981,695, respectively.



                                      F-14
<PAGE>


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



In December 2001 the Company finalized an agreement to acquire securities of
AspenBio, Inc. including 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 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, 2007.


NOTE 9 - SUBSEQUENT EVENTS

During August 2005, in connection with a Tender Offer to reacquire its own
common shares, made by ANI, the Company sold 249,015 shares, representing
approximately 37.2% of its in ANI holdings at $4.25 per share, for total
proceeds of $880,706.

Subsequent to June 30, 2005, holders of 440,000 options to acquire common shares
of the Company exercised their options. Holders of 200,000 options exercised for
cash proceeds of $73,750 and holders of 240,000 options exercised via the
surrender of 109,993 common shares of the Company owned by the individuals.







                                      F-15




<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 subsequently mailed an information statement to its shareholders
informing them that the plan of liquidation will be voted upon and approved at a
special meeting of the shareholders to be held November 3, 2005.



<PAGE>

(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.
<TABLE>
<CAPTION>
                               Date First
                                 Elected                      Principal Occupation
Name                     Age    Director                         and Employment
----                     ---    --------                         --------------
<S>                      <C>      <C>         <C>
Gregory Pusey            53       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
                                              chairman  of the  board  of  directors  of A4S
                                              Security,   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.

Scott Menefee            40       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     54       2000        Senior Vice  President-Finance,  Secretary and
                                              Director.  Mr.  McGonegal has served as Senior
                                              Vice     President-Finance     of     Advanced
                                              Nutraceuticals,   Inc.  since  February  2000.
                                              Mr.   McGonegal   also  has  served  as  Chief
                                              Financial Officer for A4S Security,  Inc., and
                                              AspenBio,  Inc.,  since 2003.  Since September
                                              2005 Mr. McGonegal has served as a director of
                                              Imagenetix,  Inc.,  a  publicly  held company.
                                              Since 1997, Mr. McGonegal   has  also   served
                                              as  Managing Director of  McGonegal  and  Co.,
                                              a company engaged in providing accounting  and
                                              business consulting   services. 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.
</TABLE>

<PAGE>

     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, 2005,
the Company's Board of Directors held three meetings in person or by consent.

     Based solely upon review of Forms 3, 4 and 5, which have been furnished to
the Company with respect to the past fiscal year of the Company, and certain
representations made by officers and directors of the Company in connection
therewith, the Company has no knowledge that any current officer or director
failed to file on a timely basis any reports required by Section 16(a) of the
Securities Exchange Act of 1934 with respect to the fiscal year of the Company
ended June 30, 2005.

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, 2005 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     2005     60,000     -0-        -0-          -0-          -0-       -0-         7,725
              2004     60,000     -0-        -0-          -0-          -0-       -0-         7,761
              2003     60,000     -0-        -0-          -0-          -0-       -0-         7,725

</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. In addition, the Company provides a car for Gregory Pusey.




<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 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 authorizes the grant of options to purchase up to 650,000 shares
of the Company's common stock. As of June 30, 2005, options to purchase up to
440,000 shares were outstanding. Of these options 240,000 were granted in
October 2001, 150,000 were granted in November 2001 and 50,000 were granted in
September 2004. Included in the above grants were options to purchase up to
100,000 shares each, granted to 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 90,000 shares granted to
Scott L. Menefee, director of the Company, and options to purchase 150,000
shares granted to Thomas Weinberger, a part-time employee of the Company.

Messrs. Menefee and McGonegal have 40,000 and 100,000 options respectively that
are exercisable at $.47 per share and expire October 5, 2005. Mr. Menefee also
has 50,000 options that are exercisable at $.35 per share, expiring September
29, 2014. The options granted to Mr. Weinberger are exercisable at $.375 per
share and expire November 27, 2005. All exercise prices represent 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 and
expire October 5, 2005. The options will terminate earlier if the optionee's
status as an employee or consultant is discontinued. Subsequent to June 30,
2005, all 440,000 of the outstanding options were exercised by the individuals,
under the terms of the options.


<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.

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 6/30/05 ($) (1)
     ----                -------------       -------------     --------------------------
<S>                         <C>                  <C>                   <C>
     Gregory Pusey          75,000               100,000               $31,000
     Scott Menefee            -0-                 90,000                27,900
     Jeff McGonegal         75,000               100,000                31,000
     Thomas Weinberger        -0-                150,000                46,500
</TABLE>

     (1) Calculated based on the bid price of the Company's common stock of $.31
per share 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 June 30, 2005. We have options outstanding under
     our 2001 Plan.
<TABLE>
<CAPTION>
                                                                            (c) Number of
                                                                             Securities
                                                                             Remaining
                                                                            Available for
                                 (a) Number of        (b) Weighted         Future Issuance
                                Securities to be           Average           Under Equity
                                   Issued Upon        Exercise Price      Compensation Plans
                                  Exercise  of        of Outstanding         (Excluding
                                  Outstanding             Options,           Securities        (d) Total of Securities
                                Options, Warrants         Warrants           Reflected in         Reflected in Columns
       Plan Category               and Rights            and Rights           Column (a))              (a) and (c)
       -------------               ----------            ----------          -------------      ----------------------

<S>                               <C>                     <C>                   <C>                     <C>
Equity Compensation Plans         440,000                 $.43534               210,000                 650,000
Approved by Shareholders


Equity Compensation Plans            None                    --                      --                      --
Not Approved  by
Shareholders

</TABLE>


<PAGE>

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

     The following table sets forth ownership as of October 7, 2005 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                           102,430                    2.9%
971 Garfield Street
Denver, CO 80206

Gregory Pusey                          1,724,920                   49.1%
106 S. University Blvd. #14
Denver, CO 80209 (1)

Jeffrey G. McGonegal                    141,075                    4.1%
1905 W. Valley Vista Drive
Castle Rock, CO 80109

All officers and directors as a        1,968,425                   56.0%
group (3 persons) (1)


E. Jeffrey Peierls                      302,224                    8.6%
73 S. Holman Way
Golden, CO 80401 (2)

Brian Peierls                           219,011                    6.2%
7808 Harvestman Cove
Austin, TX  78731 (3)

The Peierls Foundation, Inc. (4)        179,813                    5.1%
C\o US Trust Company of NY
114 West 47th Street
New York, NY 10036



     (1) 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 children.

     (2) Does not include 219,011 shares held of record by Brian E. Peierls.
Does not include 179,813 shares held by The Peierls Foundation, Inc. E. Jeffrey
Peierls disclaims beneficial ownership in the shares held by other members of
his family and Kathryn and Alice Thames.


<PAGE>
     (3) Includes 38,500 shares held as custodian for his minor children. Does
not include 302,224 shares held of record by E. Jeffrey Peierls. Does not
include 179,813 shares held by The Peierls Foundation, Inc.

     (4) Does not include 219,011 shares held of record by Brian E. Peierls.
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.

     In December 2001, the Company acquired 1,000,000 common shares and 310,000
warrants of AspenBio, Inc. ("AspenBio") for $600,000. The 310,000 warrants to
purchase AspenBio common stock are exercisable at $1 per share and expire
January 1, 2007. 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: Jeff
McGonegal, 60,000 shares; Scott Menefee, 10,000 shares; and Gregory Pusey,
150,000 shares. During August 2004, the Company invested $25,000 in a private
offering by AspenBio, whereby the Company received 28,571 shares of AspenBio
common stock and a warrant to acquire 28,571 shares of common stock at $1.50 per
share, expiring in August 2009.

     In connection with a previous bank loan guarantee, AspenBio issued a
warrant to the Company to purchase 100,000 shares of AspenBio common stock at
$1.50 per share, expiring July 5, 2007.

     In September 2002, the Company completed a pro rata 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
March 2005, the Company's Board of Directors approved a distribution of 532,275
shares of the then remaining total AspenBio common stock owned by the Company at
that time. This distribution was made on a pro rata basis to all shareholders of
record as of the close of business on March 24, 2005 and was recorded as a
dividend at the shares' estimated value for financial reporting purposes of
approximately $475,000. The Company's Board of Directors made the decision to
distribute this investment based upon the following considerations; 1) to begin
the process of reducing the Company's level of investment assets, following the
SEC's inquiry as to the Company's status as not being in compliance with the
reporting requirements under the Investment Company Act of 1940, and 2) the
Board of Directors did not believe that the market value of the shares of the
Company reflected to value of the underlying investments and therefore to
increase the value to its shareholders, the distribution was approved.

     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 July 2004, the Company loaned $10,000 to AspenBio that was repaid
later in July 2004 with interest. Gregory Pusey is a director and Jeffrey G.
McGonegal is chief financial officer of AspenBio.




<PAGE>
         In August 2002, under an amended agreement with Advanced
Nutraceuticals, Inc. ("ANI"), all of the principal of an outstanding 7%
convertible $250,000 note payable 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 also a
director of ANI. During June 2004, a warrant for 50,000 shares was converted
into 40,384 common shares of ANI on a "cashless" exercise basis.

     Commencing in December 2002 through August 2004, the Company made a series
of loans to A4S Security, Inc. (formerly, A4S Technologies, Inc.) ("A4S"). A4S,
which completed an initial public offering of its securities in July 2005,
markets high resolution mobile digital video recording systems for security and
surveillance. Cumulatively, approximately $557,000 was invested in A4S with
$132,000 (through debt conversion and warrants exercises) represented by 18,801
common shares of A4S and $425,000 represented by 6% convertible notes payable,
as of June 30, 2005. In connection with the public offering by A4S in July 2005,
the convertible notes and accrued interest were converted into a total of
439,000 common shares of A4S. In connection with certain of the note
investments, the Company received 7,133 warrants to acquire common stock of A4S.
The warrants are exercisable at an average exercise price of $5.65 per share. In
connection with the initial transaction, Gregory Pusey, President of the
Company, became a member of the A4S Board of Directors and subsequently became
the chairman. Mr. Pusey also served as the agent for the various purchasers
pursuant to certain agreements made in connection with the A4S loans. Mr. Pusey
and members of his family currently hold 7,626 shares of A4S common stock which
they received in note conversions and warrant exercises. Additionally, they hold
warrants to purchase an aggregate of 4,197 shares of A4S common stock. Jeffrey
G. McGonegal currently holds an aggregate of 24,335 shares of A4S common stock,
which was received in note conversions and warrant exercises. Messrs. Pusey (and
members of his family) and McGonegal purchased their A4S securities under the
same terms and conditions as the Company. 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.

Item 13.  EXHIBITS

     (a) EXHIBITS.

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


Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

     (a) Audit Fees. During the fiscal years ended June 30, 2005 and 2004, 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 $11,000 and $14,000, respectively.


<PAGE>
     (b) Audit-Related Fees. During fiscal years ended June 30, 2005 and 2004
our auditors did not receive any fees for any audit-related services other than
as set forth in paragraph (a) above.

     (c) Tax Fees. During the fiscal years ended June 30, 2005 and 2004, the
aggregate fees billed by the Company's auditors, for services rendered for tax
compliance or tax planning advice was $2,500 and $2,500, respectively.

                                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)(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)(t)        Promissory Note dated June 30, 2003, in the original principal
               amount of $160,000, made by A4S Security, Inc. to the Company
               filed as Exhibit 10(t) in the Registrant's Report on Form 10-KSB
               for the year ended June 30, 2005 is incorporated herein by
               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, 2005 is incorporated
               herein by reference.

(10)(u)        Promissory note dated October 2, 2003 in the original
               principal amount of $100,000, made by A4S Security, 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, 2005 is incorporated herein by 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 Security, 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, 2005 is
               incorporated herein by reference.

(10)(w)        Promissory note dated August 24, 2004 in the original
               principal amount of $67,352, made by A4S Security, Inc. for the
               Company filed as Exhibit 10(w) in the Registrant's Report on Form
               10-KSB for the year ended June 30, 2005 is incorporated herein by
               reference.

<PAGE>

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.



                                   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: October 13, 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: October 13, 2005                  By:  /s/ Gregory Pusey
                                             -------------------------
                                             Gregory Pusey
                                             President, Treasurer and Director



Date: October 13, 2005                  By:  /s/ Jeffrey G. McGonegal
                                             -------------------------
                                             Jeffrey G. McGonegal
                                             Senior Vice President-Finance,
                                             Secretary and Director


Date: October 13, 2005                  By:  /s/ Scott Menefee
                                             -------------------------
                                             Scott Menefee, Director












<PAGE>