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

                                   Form 10-QSB

(X)  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the quarterly period ended September 30, 2007

(_)  TRANSITION REPORT UNDER 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               80209
              Denver, Colorado                   (Zip Code)
(Address of principal executive offices)

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 (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                                                    Yes  [X]   No [_]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X]   No [_]

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 November 9, 2007
Common Stock, $.025 par value                             3,509,877



<PAGE>
                            Cambridge Holdings, Ltd.
                                   Form 10-QSB

                                Table of Contents

Part I.  Financial Information.................................................3

Balance Sheets as of September 30, 2007 and June 30, 2007......................4

Statements of Operations and Comprehensive Income (Loss) for the
three-month periods ended September 30, 2007 and 2006..........................5

Statements of Cash Flows for the three-month periods ended September 30,
2007 and 2006..................................................................6

Notes to Financial Statements................................................7-8

Management's Discussion and Analysis.........................................8-9

Controls and Procedures.......................................................10

Part II.  Other Information...................................................10

Signature Page................................................................11



                                  Page 2 of 11
                                  Form 10-QSB

<PAGE>


                            Cambridge Holdings, Ltd.

                                   Form 10-QSB

                               September 30, 2007

                          Part I. Financial Information

Item I.  Financial Statements

The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with the instructions for Form 10-QSB. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.

In the opinion of management, the financial statements contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations, and cash flows of
the Company for the interim periods presented.

The results for the three months ended September 30, 2007 are not necessarily
indicative of the results of operations for the full year. These financial
statements and related footnotes should be read in conjunction with the
financial statements and footnotes thereto included in the Company's Form
10-KSB, filed with the Securities and Exchange Commission for the year ended
June 30, 2007.





                                  Page 3 of 11
                                  Form 10-QSB

<PAGE>
<TABLE>
<CAPTION>
                            CAMBRIDGE HOLDINGS, LTD.
                                 BALANCE SHEETS

                                                             September 30,
                                                                2007         June 30,
                                                             (Unaudited)       2007
                                                             -----------   -----------
                                     ASSETS

<S>                                                          <C>           <C>
CURRENT ASSETS:
  Cash and cash equivalents                                  $   138,990   $   241,243
  Investment securities available for sale, net                2,857,977     1,390,842
  Prepaid and other assets                                        55,306        55,962
                                                             -----------   -----------

       Total current assets                                    3,052,273     1,688,047

  Property and equipment, net                                      9,598        10,400
                                                             -----------   -----------

                                                             $ 3,061,871   $ 1,698,447
                                                             ===========   ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                      $     7,048   $     7,808
  Line of credit                                                      --        75,000
  Deferred income tax liability                                1,103,000       458,000
                                                             -----------   -----------

       Total current liabilities                               1,110,048       540,808
                                                             -----------   -----------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Common Stock - $.025 par value, 15,000,000 shares
       authorized:  3,509,877 shares issued and outstanding       87,747        87,747
  Additional paid-in capital                                   1,707,132     1,707,132
  Retained earnings (deficit)                                    156,944      (637,240)
                                                             -----------   -----------

  Total stockholders' equity                                   1,951,823     1,157,639
                                                             -----------   -----------

                                                             $ 3,061,871   $ 1,698,447
                                                             ===========   ===========
</TABLE>

            SEE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS


                                  Page 4 of 11
                                  Form 10-QSB

<PAGE>

                            CAMBRIDGE HOLDINGS, LTD.
            STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                                   (UNAUDITED)

                                                          Three months ended
                                                             September 30,
                                                          2007          2006
                                                       -----------  -----------
REVENUES:
     Net gains on marketable securities                $ 1,467,134  $    16,662
     Interest and dividend income                            2,156        4,776
                                                       -----------  -----------
         Total revenues                                  1,469,290       21,438

OPERATING EXPENSES:
     Operating, general, and administrative                 30,106       39,781
                                                       -----------  -----------

         Total operating expenses                           30,106       39,781
                                                       -----------  -----------

NET INCOME (LOSS) BEFORE INCOME TAX                      1,439,184      (18,343)

     Income Tax Expense (Benefit)                          645,000       (4,000)
                                                       -----------  -----------

NET INCOME (LOSS)                                          794,184      (14,343)

OTHER COMPREHENSIVE INCOME (LOSS), net of tax-
     Unrealized holding gains                                   --       20,729
                                                       -----------  -----------

COMPREHENSIVE INCOME (LOSS)                            $   794,184  $     6,386
                                                       ===========  ===========


NET INCOME PER COMMON SHARE, basic and diluted         $       .23       $(Nil)
                                                       ===========  ===========

Weighted average number of common shares outstanding     3,509,877    3,509,877
                                                       ===========  ===========


            SEE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS


                                  Page 5 of 11
                                  Form 10-QSB
<PAGE>
<TABLE>
<CAPTION>


                            CAMBRIDGE HOLDINGS, LTD.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                   Three months ended
                                                                      September 30,
                                                                   2007           2006
                                                               -----------    -----------
<S>                                                            <C>            <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net income (loss)                                              $   794,184    $   (14,343)
  Adjustments to reconcile net income (loss) to cash
       provided (used) by operating activities:
         Depreciation and amortization                                 802            429
         Deferred income taxes                                     645,000             --
         Unrealized (gains) on trading investment securities    (1,467,135)            --
         Changes in:
         Other assets                                                  656         (5,740)
         Accrued expenses and other                                   (760)      (331,773)
                                                               -----------    -----------


         Cash flows (used) by operating activities                 (27,253)      (351,427)
                                                               -----------    -----------
CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
  Purchase of marketable securities                                     --         (9,022)

  Purchase of fixed assets                                              --         (6,878)
                                                               -----------    -----------

         Cash flows provided (used) by investing activities             --        (15,900)
                                                               -----------    -----------
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
  Repayment of debt                                                (75,000)            --
                                                               -----------    -----------

         Cash flows (used) by financing activities                 (75,000)            --
                                                               -----------    -----------

NET INCREASE (DECREASE)
  IN CASH AND CASH EQUIVALENTS                                    (102,253)      (367,327)

CASH AND CASH EQUIVALENTS, beginning of period                     241,243        636,893
                                                               -----------    -----------

CASH AND CASH EQUIVALENTS, end of period                       $   138,990    $   269,566
                                                               -----------    -----------


  Supplemental disclosure of cash flow information:
       Cash paid during the period for interest                $        --    $        --
       Cash paid during the period for income taxes                     --    $   340,000

</TABLE>


            SEE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS


                                  Page 6 of 11
                                  Form 10-QSB
<PAGE>



                            Cambridge Holdings, Ltd.
                          Notes to Financial Statements

Note 1 - Investments in Common Stock and Other

At September 30, 2007 the Company's investment securities consisted of the
following:
<TABLE>
<CAPTION>

                                                                 Gross      Estimated
                                                               Unrealized     Fair
     Description                                    Cost          Gain        Value
----------------------------------------------   ----------    ----------   ----------
Equity securities:
<S>                                              <C>           <C>          <C>
       Security With Advanced Technology, Inc.   $    9,153    $   16,674   $   25,827
       AspenBio Pharma, Inc.                        237,142     2,599,638    2,836,780
       Other - net                                                              (4,630)
                                                 ----------    ----------   ----------
       Totals                                    $  246,295    $2,616,312   $2,857,977
</TABLE>


Commencing in March 2002, the Company made a series of investments in Security
With Advanced Technology, Inc. ("SWAT"). SWAT, which completed an initial public
offering of its securities in July 2005, develops and markets non-lethal and
personal protection devices and facility and mobile security systems for the
security and surveillance industries, including consumers. The Company currently
owns 6,007 common shares and 5,000 publicly tradable warrants in SWAT. Greg
Pusey, president of the Company, serves as chairman of the SWAT board of
directors and Jeffrey G. McGonegal, chief financial officer of the Company,
serves as SWAT's chief financial officer.

Commencing in December 2001, the Company made a series of investments in
AspenBio Pharma, Inc. ("AspenBio"). At June 30, 2007 the Company owned 293,487
common shares of AspenBio. Greg Pusey, president of the Company, serves as
chairman of the AspenBio board of directors and Jeffrey G. McGonegal, chief
financial officer of the Company, serves as AspenBio's chief financial officer.


Note 2 - Stock Options

At September 30, 2007 no stock options are outstanding.




                                  Page 7 of 11
                                  Form 10-QSB
<PAGE>
Note 3 - Income Tax Expense (Benefit)

At September 30, 2007 the Company had a deferred tax liability of $1,103,000,
related primarily to the unrealized gain on investment securities available for
sale.

Income tax expense (benefit) consisted of:

                                                       Three Months Ended
                                                           September 30,
                                                       2007          2006
                                                     --------     --------
     Current income tax (benefit):
              Federal                                $     --     $ (3,000)
              State                                        --       (1,000)
                                                     --------     --------
     Deferred income tax expense:
              Federal                                $605,000     $     --
              State                                    40,000           --
                                                     --------     --------


     Total Income tax expense (benefit)              $645,000     $ (4,000)
                                                     ========     ========


NOTE 4 - RELATED PARTY TRANSACTIONS

In addition to the related party transactions disclosed elsewhere in these
financial statements, the Company had the following related party transactions.

The Company shares corporate office space and administrative staff with an
affiliate of the Company. The Company paid its affiliate $500 per month for
these facilities and services.

Greg Pusey, president, receives $5,000 per month for consulting services. During
the three months ended September 30, 2006 Mr. Pusey received $5,200 for
automobile expenses and reimbursement of health insurance costs. During the
three months ended September 30, 2006, Jeff McGonegal, chief financial officer,
received $5,000 for consulting services.



Note 5 - Recently Issues Accounting Pronouncements

In July 2006, the FASB issued FASB Interpretation No.48, "Accounting for
Uncertainty in Income Taxes, an interpretation of FASB Statement 109"("FIN 48")
which clarifies the accounting for uncertainty in income taxes recognized in
accordance with SFAS No. 109, "Accounting for Income Taxes." FIN 48 is a
comprehensive model for how a company should recognize, measure, present, and
disclose in its financial statements uncertain tax positions that the company
has taken or expects to take on a tax return. If an income tax position exceeds
a more likely than not (greater than 50%) probability of success upon tax audit,
the company will recognize an income tax benefit in its financial statements.
Additionally, companies are required to accrue interest and related penalties,
if applicable, on all tax exposures consistent with jurisdictional tax laws. The
effective date of this interpretation will be fiscal years beginning after
December 15, 2006, the fiscal year beginning July 1, 2007 for the Company.
Management is currently in the process of evaluating the impact of this
interpretation on the Company's financial statements.


                                  Page 8 of 11
                                  Form 10-QSB

<PAGE>
Item 2.

                      Management's Discussion and Analysis

The information set forth in "Management's Discussion and Analysis" 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."


Liquidity and Capital Resources
-------------------------------

At September 30, 2007, the Company had cash and cash equivalents of $139,000 and
working capital of $1,942,200.

For the three-month period ended September 30, 2007 operating activities used
cash of $27,300. Unrealized gains on trading investment securities were
$1,467,100.

For the three-month period ended September 30, 2006 operating activities used
cash of $351,400. The cash was primarily used to pay accrued income taxes of
$331,800.

There was no cash used by investing activities during the three-month period
ended September 30, 2007 .Cash used by investing activities was $15,900 during
the three-month period ended September 30, 2006. The Company used $9,000 to
purchase marketable securities and $6,900 to purchase fixed assets.

Repayment of debt used cash of $75,000 in financing activities during the
three-month period ended September 30, 2007. There were no financing activities
during the three-month period ended September 30, 2006.

Comprehensive Income (Loss)
---------------------------

For the three-month period ended September 30, 2006, other comprehensive income
(loss), net of tax, consisted of unrealized holding gains on investment
securities held for resale and on unrealized losses on LLCs. There was no effect
on income tax associated with the period end balances.


Results of Operations
---------------------

Three-month Period Ended September 30, 2007 compared to Three-month Period Ended
--------------------------------------------------------------------------------
September 30, 2006
------------------

The Company's revenues for the three-month period ended September 30, 2007
totaled $1,469,300 consisting primarily of unrealized gains on sales of
marketable securities of $1,467,100.


                                  Page 9 of 11
                                  Form 10-QSB

<PAGE>
The Company's revenues for the three-month period ended September 30, 2006
totaled $21,400 consisting primarily of realized gains on sales of marketable
securities.

Operating, general and administrative expenses totaled $30,100 in the 2007
period and $39,800 in the 2006 period.

Item 3.   Controls and Procedures

     (a)  Evaluation of Disclosure Controls and Procedures

Our management, including our chief executive officer and the chief financial
officer, has conducted an evaluation of the effectiveness of our disclosure
controls and procedures (as defined in the Securities Exchange Act of 1934 Rules
13a-15(e) and 15d-15(e)) as of the last day of the period of the accompanying
financial statements (the "Evaluation Date"). Based on that review and
evaluation, our chief executive officer and chief financial officer have
concluded that, as of the Evaluation Date, our disclosure controls and
procedures were adequate and effective to ensure that material information
relating us would be made known to them by others within those entities in a
timely manner, particularly during the period in which this quarterly report on
Form 10-QSB was being prepared, and that no changes are required at this time.



                           Part II. Other Information



Item 6.  Exhibits

          (a) Exhibits 31.1, 31.2 and 32 are furnished.




                                 Page 10 of 11
                                  Form 10-QSB

<PAGE>






                            Cambridge Holdings, Ltd.

                                   Form 10-QSB

                               September 30, 2007



                                   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.



November 14, 2007                  By:         /s/ Gregory Pusey
                                         ----------------------------------
                                   Gregory Pusey
                                   President, Treasurer and Director


November 14, 2007                  By:           /s/ Jeffrey G. McGonegal
                                         ----------------------------------
                                   Jeffrey G. McGonegal
                                   Senior Vice President-Finance,
                                   Chief Financial Officer and Director




                                 Page 11 of 11
                                  Form 10-QSB

<PAGE>