Form 10-Q
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

(Mark One)

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

                  For the quarterly period ended March 31, 2009

                                                        OR

     (_)  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 registrant 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)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 has submitted electronically and
posted on its corporate web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).      Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one)

   Large accelerated filer |_|                         Accelerated filer |_|
     Non-accelerated filer |_|                 Smaller Reporting Company |X|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_] No [X] The number of shares of the
registrant's $.025 par value common stock outstanding as of May 7, 2009 was
3,509,877.

<PAGE>

                            CAMBRIDGE HOLDINGS, LTD.

                         PART 1-- Financial Information

Item 1.   Financial Statements

     Balance Sheets as of March 31, 2009 (unaudited) and June 30, 2008       3

     Statements of Operations For the Three and Nine Months Ended
     March 31, 2009 and 2008 (unaudited)                                     4

     Statements of Cash Flows For the Nine Months Ended March 31, 2009
     and 2008 (unaudited)                                                    5

     Notes to Unaudited Financial Statements                                 6

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                          9

Item 3.   Quantitative and Qualitative Disclosures About Market Risk        12

Item 4T.  Controls and Procedures                                           12

                           PART II - Other Information

Item 1.   Legal Proceedings                                                 13

Item 1A.  Risk Factors                                                      13

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds       13

Item 3.   Defaults Upon Senior Securities                                   13

Item 4.   Submission of Matters to a Vote of Security Holders               13

Item 5.   Other Information                                                 14

Item 6.   Exhibits                                                          14

          Signatures                                                        15

                                  Page 2 of 15
                                   Form 10-Q
<PAGE>

Part I.  Financial Information
<TABLE>
<CAPTION>

                            CAMBRIDGE HOLDINGS, LTD.
                                 BALANCE SHEETS

                                                                       March 31,
                                                                         2009         June 30,
                                                                     (Unaudited)       2008
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
                                     ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                          $    84,802    $    77,605
  Investment securities                                                  487,461      1,877,121
  Prepaid and other assets                                                14,311         74,100
                                                                     -----------    -----------

       Total current assets                                              586,574      2,028,826

  PROPERTY AND EQUIPMENT, net                                              4,977          7,209
                                                                     -----------    -----------

                                                                     $   591,551    $ 2,036,035
                                                                     ===========    ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                              $     3,920    $     3,727
  Deferred income tax liability                                           96,000        652,000
                                                                     -----------    -----------


       Total current liabilities                                          99,920        655,727
                                                                     -----------    -----------


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                                           1,803,232      1,707,132
  Accumulated (deficit)                                               (1,399,348)      (414,571)
                                                                     -----------    -----------


  Total stockholders' equity                                             491,631      1,380,308
                                                                     -----------    -----------


                                                                     $   591,551    $ 2,036,035
                                                                     ===========    ===========
</TABLE>

            SEE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS

                                  Page 3 of 15
                                   Form 10-Q


<PAGE>
<TABLE>
<CAPTION>

                            CAMBRIDGE HOLDINGS, LTD.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                               Three months ended             Nine months ended
                                                   March 31,                      March 31,
                                               2009           2008           2009          2008
                                           -----------    -----------    -----------    -----------
<S>                                        <C>            <C>            <C>            <C>
Revenues:
Net gains (losses) on
   investment securities                   $(1,323,644)   $  (747,065)   $(1,389,660)   $   432,781
Interest and dividend income                        26            780            523          5,573
                                           -----------    -----------    -----------    -----------

Total revenues                              (1,323,618)      (746,285)    (1,389,137)       438,354
                                           -----------    -----------    -----------    -----------

Expenses:
   Operating, general and administrative        22,681         20,267        172,640         75,410
                                           -----------    -----------    -----------    -----------

Income (loss) before income taxes           (1,346,299)      (766,552)    (1,561,777)       362,944
                                           -----------    -----------    -----------    -----------


Income tax (benefit) expense (Note 4)         (570,216)      (385,000)      (577,000)       148,000
                                           -----------    -----------    -----------    -----------


Net income (loss)                          $  (776,083)   $  (381,552)   $  (984,777)   $   214,944
                                           ===========    ===========    ===========    ===========


Basic and diluted income (loss)
   per common share:                       $      (.22)   $     (.11)    $     (.28)    $       .06
                                           ===========    ===========    ===========    ===========

Weighted average number of common
  shares outstanding                         3,509,877      3,509,877      3,509,877      3,509,877
                                           ===========    ===========    ===========    ===========
</TABLE>


            SEE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS

                                  Page 4 of 15
                                   Form 10-Q

<PAGE>

<TABLE>
<CAPTION>

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

                                                      Nine months ended March 31,
                                                        2009              2008
                                                      -----------    -----------
<S>                                                   <C>            <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net income (loss)                                     $  (984,777)   $   214,944
Adjustments to reconcile net income (loss) to cash
       provided (used) by operating activities:
         Depreciation and amortization                      2,232          2,407
         Stock-based compensation                          96,100             --
         Deferred income taxes                           (556,000)       173,000
         Unrealized (gains) losses on trading
           investment securities                        1,389,660       (432,782)
     Changes in:
         Other assets                                      59,789        (18,256)
         Accrued expenses and other                           193         (7,315)
                                                      -----------    -----------


         Cash flows provided (used) by
             operating activities                           7,197        (68,002)
                                                      -----------    -----------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
  Purchase of marketable securities                            --             --
  Purchase of fixed assets                                     --             --
                                                      -----------    -----------

         Cash flows (used) by investing activities             --             --
                                                      -----------    -----------

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                              7,197       (143,002)

CASH AND CASH EQUIVALENTS, beginning of period             77,605        241,243
                                                      -----------    -----------

CASH AND CASH EQUIVALENTS, end of period              $    84,802    $    98,241

  Supplemental disclosure of cash flow information:
       Cash paid during the period for interest       $        --    $        --
       Cash paid during the period for income taxes   $        --    $        --
</TABLE>

            SEE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS

                                  Page 5 of 15
                                   Form 10-Q


<PAGE>
                            Cambridge Holdings, Ltd.
                     Notes to Unaudited Financial Statements


INTERIM FINANCIAL STATEMENTS

The accompanying financial statements of Cambridge Holdings, Ltd. (the
"Company," "we," "us" or "our") have been prepared in accordance with the
instructions to quarterly reports on Form 10-Q. In the opinion of management,
all adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and changes in
financial position at March 31, 2009, and for all periods presented, have been
made. Certain information and footnote data necessary for a fair presentation of
financial position and results of operations in conformity with accounting
principles generally accepted in the United States of America have been
condensed or omitted. It is therefore suggested that these financial statements
be read in conjunction with the summary of significant accounting policies and
notes to financial statements included in the Company's Form 10-KSB filed with
the SEC for the year ended June 30, 2008. The results of operations for the
period ended March 31, 2009 are not necessarily an indication of operating
results for the full year. Certain amounts in the 2008 interim financial
statements have been reclassified to conform to the 2008 presentation.

Recently issued accounting pronouncements:

In December 2007, the Financial Accounting Standards Board ("FASB) ratified
Emerging Issues Task Force ("EITF") No. 07-1, Accounting for Collaborative
Arrangements ("EITF 07-1"). EITF 07-1 defines collaborative arrangements and
establishes reporting requirements for transactions between participants in a
collaborative arrangement and between participants in the arrangement and third
parties. EITF 07-1 also establishes the appropriate income statement
presentation and classification for joint operating activities and payments
between participants, as well as the sufficiency of the disclosures related to
these arrangements. EITF 07-1 will be effective for the Company beginning July
1, 2009, and its adoption is not expected to have a material impact on the
Company's financial statements.

On January 1, 2009, we adopted EITF Issue No. 07-5, "Determining Whether an
Instrument (or an Embedded Feature) Is Indexed to an Entity's Own Stock" ("EITF
07-5"), which requires that we apply a two-step approach in evaluating whether
an equity-linked financial instrument (or embedded feature) is indexed to our
own stock, including evaluation the instrument's contingent exercise and
settlement provisions. The adoption of EITF 07-5 will be effective for the
Company beginning July 1, 2009, and its adoption is not expected to have a
material impact on the Company's financial statements.

In April 2009, the FASB issued FASB Staff Position ("FSP") SFAS 107-1 and
Accounting Principles Board ("APB") 28-1, "Interim Disclosures about Fair Value
of Financial Instruments" ("FSP 107-1"), which will require that the fair value
disclosures required for all financial instruments within the scope of SFAS 107,
"Disclosures about Fair Value of Financial Instruments", be included in interim
financial statements. FSP 107-1 also requires entities to disclose the method
and significant assumptions used to estimate the fair value of financial
instruments on an interim and annual basis and to highlight any changes from
prior periods. FSP 107-1 will be effective for interim periods ending after June
15, 2009. The adoption of FSP 107-1 is not expected to have a material impact on
the Company's financial statements.

                                  Page 6 of 15
                                   Form 10-Q

<PAGE>
Loss per share

SFAS No. 128, Earnings Per Share, requires dual presentation of basic and
diluted earnings per share ("EPS") with a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and denominator of the
diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the entity.

Loss per share of common stock is computed based on the weighted average number
of common shares outstanding during the period. Stock options and warrants are
not considered in the calculation, as the impact of the potential common shares
(totaling 250,000 shares at March 31, 2009 and none at March 31, 2008) would be
to decrease loss per share. Therefore, diluted loss per share is equivalent to
basic loss per share.

Note 1 - Investment Securities

Effective July 1, 2008 the Company adopted the provisions of SFAS No. 157, Fair
Value Measurements ("SFAS 157"). SFAS 157 defines how "fair value" should be
determined in connection with the Company's assets and also provides additional
disclosure requirements concerning the determination of fair value. The Company
has valued its investment assets using quoted prices in active markets for
identical assets (Level 1) commencing with July 1, 2008. As a result of this
adoption there were no transfers between categories and no changes in the
beginning and ending balances. There were no purchases or sales during the
period and unrealized gains and losses are as reported in the statement of
operations for the period.

At March 31, 2009 the Company's market value of trading securities consisted
primarily of securities with a fair market value of approximately $487,500 and a
cost of approximately $246,300. Included were 293,487 common shares of AspenBio
Pharma, Inc. ("AspenBio") at a cost of approximately $237,100 and a fair market
value of approximately $487,200. Also included were 3,004 common shares ("PBAL")
and 5,000 common stock purchase warrants ("PBALW") of PepperBall Technologies,
Inc. ("PepperBall") at a cost of $9,200 and a fair market value of $300.

At June 30, 2008 the Company's market value of trading securities consisted
primarily of securities with a fair market value of approximately $1,877,100 and
a cost of approximately $246,300. Included were 293,487 common shares of
AspenBio at a cost of approximately $237,100 and a fair market value of
approximately $1,872,400. Also included were 3,004 PBAL common shares and 5,000
PBLAW common stock purchase warrants at a total cost of $9,200 and a total fair
market value of $4,700.


Note 2 - Property and Equipment Property and equipment consisted of the
following:
                                               March 31,
                                                 2009              June 30,
                                              (Unaudited)            2008
                                             ------------         -----------
Computer equipment and software              $      2,445         $     2,445
Office equipment                                    1,883               1,883
Furniture and fixtures                             10,026              10,026
                                             ------------         -----------
                                                   14,354              14,354
Less accumulated depreciation                      (9,377)             (7,145)
                                             ------------         -----------
                                             $      4,977         $     7,209
                                             ============         ===========

                                  Page 7 of 15
                                   Form 10-Q

<PAGE>
Note 3 - Stock Options

During the nine months ended March 31, 2009, options to purchase a total of
250,000 shares of the Company's common stock under the Company's 2001 Stock
Option Plan (the "Plan") were issued to the Company's directors. The options
were vested upon their grant, and options to purchase 150,000 shares of common
stock are exercisable at $0.42 and expire in ten years. Options to purchase
100,000 shares of common stock are exercisable at $0.462 and expire in five
years.

The Company currently provides stock-based compensation to employees, directors
and consultants, under the Plan. The Plan has been approved by the Company's
shareholders and provides for up to 650,000 common shares to be reserved for
issuance. Stock options granted under the Plan generally vest over periods of up
to three years from the date of grant, as specified in the Plan or by the
compensation committee of the Company's board of directors, and are exercisable
for a period of up to ten years from the date of grant. The Company recognized
stock-based compensation during the period ended March 31, 2009 totaling
$96,100.

The Company accounts for stock-based compensation SFAS No. 123 (revised 2004),
"Share-Based Payment" ("SFAS 123R"), using the modified prospective method. SFAS
123R requires the recognition of the cost of employee services received in
exchange for an award of equity instruments in the financial statements and is
measured based on the grant date fair value of the award. SFAS 123R also
requires the stock option compensation expense to be recognized over the period
during which an employee is required to provide service in exchange for the
award (generally the vesting period). The Company estimated the fair value of
each stock option at the grant date by using the Black-Scholes option pricing
model with the following weighted average assumptions used for the grants in the
nine months ended March 31, 2009. Expected life; 5-10 years, Volatility, 126.3%,
Risk-free interest rate, 2.91% to 3.66%, Dividend yield, 0%, and Estimated
forfeitures 0%.

The expected life of stock options represents the period of time that the stock
options granted are expected to be outstanding based on historical exercise
trends. The expected volatility is based on the historical price volatility of
the Company's common stock over the past nine years, based upon management's
assessment of the appropriate life to determine volatility. The risk-free
interest rate represents the U.S. Treasury bill rate for the expected life of
the related stock options. The dividend yield represents the Company's
anticipated cash dividend over the expected life of the stock options.
Forfeitures represent the weighted average estimate of future options to be
cancelled primarily due to terminations.

A summary of stock option activity of options to employees, directors and
advisors, for the nine months ended March 31, 2009 is presented below:
<TABLE>
<CAPTION>

                                     Shares      Weighted     Weighted      Aggregate
                                      Under       Average      Average      Intrinsic
                                     Option      Exercise    Remaining        Value
                                                  Price     Contractual   Life (Years)
                                    --------    ----------  -----------   ------------
<S>                                  <C>        <C>              <C>        <C>
Outstanding at June 30, 2008              --    $       --
     Granted                         250,000          0.44
     Exercised                            --            --
     Forfeited                            --            --
                                    --------    ----------
Outstanding at March 31, 2009        250,000    $     0.44       7.7        $     --
                                    ========    ==========                  ==========
Exercisable at March 31, 2009        250,000    $     0.44       7.7        $     --
                                    ========    ==========                  ==========
</TABLE>

                                  Page 8 of 15
                                   Form 10-Q

<PAGE>

The aggregate intrinsic value in the table above represents the total intrinsic
value (the difference between our closing stock price on March 31, 2009 and the
exercise price, multiplied by the number of in-the-money options) that would
have been received by the option holders, had all option holders been able to
and in fact, had exercised their options on March 31, 2009.

During the nine months ended March 31, 2009, there were options to purchase
250,000 shares of common stock granted to directors under the Plan with a
weighted average fair value at the grant date of $0.38 per option exercisable at
an average of $0.44 per share.

As of March 31, 2009, based upon employee, advisor and consultant options
granted to that point, there was no additional unrecognized compensation cost
related to stock options that will be recorded in future periods.

Note 4 - Income Tax Expense (Benefit)

At March 31, 2009 the Company had a deferred tax liability of $96,000, related
primarily to the unrealized gain on investment securities available for sale.

Income tax expense (benefit) consisted of:

                                                          Nine Months Ended
                                                               March 31,
                                                        2009            2008
                                                     ---------        ---------
Current income tax (benefit):
              Federal                                $ (17,000)       $ (22,000)
              State                                     (4,000)          (3,000)
                                                     ---------        ---------
                                                       (21,000)         (25,000)
                                                     ---------        ---------
Deferred income tax expense:
              Federal                                 (487,000)         151,000
              State                                    (69,000)          22,000
                                                     ---------        ---------
                                                      (556,000)         173,000
                                                     ---------        ---------

Total Income tax expense (benefit)                   $(577,000)       $ 148,000
                                                     =========        =========




Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Cambridge Holdings, Ltd. (the "Company," "we," "us," "our"), 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 United States Securities and Exchange Commission's (the
"SEC") regular review of our filings under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") we received correspondence from the SEC in 2005
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.

                                  Page 9 of 15
                                   Form 10-Q


<PAGE>
Immediately following our receipt of the SEC's correspondence, 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. Since February 2005,
our management and our board have undertaken numerous discussions to investigate
and explore the best course of action. Based upon the investigation undertaken
by our management and our 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, on June 9,
2005, our board of directors 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. The liquidation plan was
unanimously approved by the board of directors on June 9, 2005. At a special
meeting of the Company's shareholders held November 3, 2005, the shareholders
approved a plan of liquidation of the Company and the distribution of
substantially all of the Company's cash and investment assets, in excess of a
reasonable operating reserve amount.

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. In December 2005, a cash dividend of $0.1825 per common
share (approximate total of $651,500) was paid to shareholders of record as of
November 22, 2005. Included in that dividend distribution were approximately
462,500 shares of common stock of PepperBall Technologies, Inc. ("PepperBall")
and approximately 420,500 shares of common stock of Bactolac Pharmaceutical,
Inc., with a combined cost basis of approximately $755,500.

In September 2002, the Company completed a pro rata distribution to its
shareholders of 496,296 shares of the AspenBio Pharma, Inc. ("AspenBio") common
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 the 532,275 shares of the then remaining
total AspenBio common stock owned by the Company. 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 of
$475,000 for financial reporting purposes. 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, 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.

Commencing in December 2001, the Company made a series of investments in
AspenBio. At June 30, 2008 the Company owned 293,487 common shares of AspenBio.
In April 2007 the Company exercised warrants for cash resulting in the issuance
of 128,571 shares of AspenBio's common stock. The Company thereupon sold 100,000
shares of AspenBio common stock for approximately $445,000 in cash in order to
reduce the level of its investment assets. Greg Pusey, president of the Company,
serves as vice chairman of AspenBio's board of directors and Jeffrey G.
McGonegal, chief financial officer of the Company, serves as AspenBio's chief
financial officer. These exercises of AspenBio warrants were done to maximize
shareholder value, as the warrants were either scheduled to be redeemed for
nominal value or were scheduled to expire.

                                  Page 10 of 15
                                    Form 10-Q

<PAGE>
Commencing in March 2002, the Company made a series of investments in
PepperBall. PepperBall, 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 3,004
common shares and publicly traded warrants to purchase 5,000 shares of
PepperBall's common stock. Greg Pusey, president of the Company, serves on
PepperBall's board of directors and Jeffrey G. McGonegal, chief financial
officer of the Company, serves as PepperBall's chief financial officer.

Following the 2005 distributions of virtually all of its investment traded
securities and the associated income tax ramifications from those distributions,
the Company had limited cash resources with the remainder of its investments
limited to the warrants and options it had received in earlier years as part of
prior investments and residual shares remaining from the distributions. While
the Company sought a possible combination with another entity, the value of the
shares underlying the warrants and options began to rise, with the larger valued
AspenBio warrants nearing expiration. The Company determined that, to enhance
shareholder value, the best course of action was to exercise a portion of its
AspenBio warrants for cash to the extent it was prudent and the balance on a
cashless basis as provided in the terms of the warrants. Approximately $445,000
in cash was thereupon generated by selling 100,000 of the AspenBio common
shares.

Management of the Company is currently evaluating the most prudent methods and
timing of liquidating the remaining investments held by the Company in AspenBio
and its minor holding in PepperBall. The evaluation includes consideration of
the magnitude of each holding as compared to the investee's shares outstanding
and trading volumes, the perceived current and future value of each holding and
the most effective disposal method. Management is working to implement this
liquidation plan as quickly as it can be done on a financially prudent basis.

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


Three-month Period Ended March 31, 2009 compared to Three-month Period Ended
March 31, 2008

The Company's revenues for the three-month period ended March 31, 2009 were
negative $1,323,600. Unrealized losses from the decline in value of marketable
securities totaled $1,323,600.

The Company's revenues for the three-month period ended March 31, 2008 were
negative $746,300, consisting primarily of unrealized losses on sales of
marketable securities of $747,100. The change between the two periods resulted
primarily from changes in the market value of the investment securities.

Operating, general and administrative expenses totaled $22,700 for the
three-month period ended March 31, 2009 and $20,300 for the three-month period
ended March 31, 2008, with no significant changes between the two periods.

Other than changes resulting from changes arising from revenue amounts and
corresponding income tax expense (benefit) changes, there were no significant
changes in net income (loss) between the periods.


Nine-month Period Ended March 31, 2009 compared to Nine-month Period Ended
March 31, 2008

The Company's revenues for the nine-month period ended March 31, 2009 were
negative $1,389,100. Unrealized losses from the decline in value of marketable
securities totaled $1,389,700.

The Company's revenues for the nine-month period ended March 31, 2008 were
$438,400, consisting primarily of unrealized gains on sales of marketable
securities of $432,800. The change between the two periods' resulted primarily
from changes in the market value of the investment securities.

Operating, general and administrative expenses totaled $172,600 for the
nine-month period ended March 31, 2009 and $75,400 for the nine-month period
ended March 31, 2008 with the increase primarily attributable to the stock-based
compensation expense arising from the stock option grants in 2009.

During the nine-month period ended March 31, 2009 an income tax benefit of
$577,000 was recorded as compared to an income tax expense of $148,000 during
the nine-month period ended March 31, 2008. The income tax amounts relate
primarily to changes in the difference in investment securities amounts recorded
for financial reporting and income tax purposes.

                                  Page 11 of 15
                                    Form 10-Q

<PAGE>
Other than changes resulting from changes arising from revenue amounts and
corresponding income tax expense (benefit) changes, there were no significant
changes in net income (loss) between the periods.

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

At March 31, 2009, the Company had cash and cash equivalents of $84,800 and
working capital of $486,700.

Due to recent market events that have adversely affected all industries and the
economy as a whole, management has placed increased emphasis on monitoring the
risks associated with the current environment, particularly the investment
parameters of the investments securities, the fair value of assets, and the
Company's liquidity.

Management will continue to monitor the risks associated with the current
environment and their impact on the Company's assets.

For the nine-month period ended March 31, 2009 operating activities provided
cash of $7,200. The loss of $984,800 was substantially due to a $1,389,700
decline in the market value of investment securities net of the corresponding
$556,000 reduction in deferred income taxes. Stock-based compensation was
$96,100 was recorded in the period as a non-cash expense.

For the nine-month period ended March 31, 2008 operating activities used cash of
$68,000. Unrealized gains on trading investment securities were $432,800 offset
by an adjustment to deferred income taxes of $173,000.

There was no cash used by investing during the nine-month periods ended March
31, 2009 or 2008. Financing activities consumed $75,000 of debt repaid in the
nine-month period ended March 31, 2008.


    CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS

Certain statements in Management's Discussion and Analysis of Financial
Condition and Results of Operations and other portions of this report are
forward-looking statements within the meaning of Section 21E of the Exchange
Act, and are subject to the safe harbor created thereby. These statements relate
to future events or our future financial performance and involve known and
unknown risks, uncertainties and other factors that may cause our actual
results, levels of activity, performance or achievements or our industry to be
materially different from those expressed or implied by any forward-looking
statements. In some cases, forward-looking statements can be identified by
terminology such as "may," "will," "could," "would," "should," "expect," "plan,"
"anticipate," "intend," "believe," "estimate," "predict," "potential" or other
comparable terminology. Although we believe that the expectations reflected in
these forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to be correct. Unless otherwise required by
applicable securities laws, we disclaim any intention or obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

Not applicable to smaller reporting companies.

Item 4T.   Controls and Procedures

     (a)  Evaluation of Disclosure Controls and Procedures.

                                  Page 12 of 15
                                    Form 10-Q

<PAGE>
Our management, including our chief executive officer and our chief financial
officer, has conducted an evaluation of the effectiveness of our disclosure
controls and procedures (as defined in the Exchange Act 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 our chief financial officer concluded that, as of
the Evaluation Date and except as described below, our disclosure controls and
procedures were adequate and effective to ensure that material information
relating to us would be made known to them by others within the Company in a
timely manner, particularly during the period in which this quarterly report on
Form 10-Q was being prepared, and that no changes are required at this time,
except as described below.

The Company did not maintain an effective control environment based on criteria
established in the framework set forth in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO"). Specifically, the Company did not adequately design in an effective
manner the procedures necessary to support on a timely basis the requirements of
the financial reporting and closing process.

Our evaluation concluded that, although policies and procedures appropriate for
operating control activities were designed, and in large part instituted, the
Company has not been successful in designing and implementing polices for the
control environment. The control environment sets the tone of an organization,
influences the control consciousness of its people, and is the foundation of all
other components of internal control over financial reporting. A material
weakness in the control environment affects all other internal control
components.

We have also identified conditions as of March 31, 2009 that we believe are
significant deficiencies in internal controls that include: 1) a lack of
segregation of duties in accounting and financial reporting activities; and 2)
the lack of a sufficient number of qualified accounting personnel. We do not
believe that these deficiencies constitute material weaknesses because of the
use of temporary controllers, the review by our chief executive officer of
accounting information and reconciliations, and the use of outside consultants.

Management believes these deficiencies in internal control did not result in
material inaccuracies or omissions of material fact and, to the best of its
knowledge, believes that the financial statements for the nine months ended
March 31, 2009 fairly present in all material respects the financial condition
and results of operations for the Company in conformity with GAAP. There is,
however, a reasonable possibility that a material misstatement of the annual or
interim financial statements would not have been prevented or detected as a
result of the control environment weaknesses.

Changes in Internal Control Over Financial Reporting

There was no change in internal controls over financial reporting (as defined in
Rule 13a-15(f) promulgated under the Exchange Act) identified in connection with
the evaluation described in the preceding paragraph that occurred during the
Company's first fiscal quarter that has materially affected or is reasonably
likely to materially affect the Company's internal control over financial
reporting.


                            PART II OTHER INFORMATION

Item 1.   Legal Proceedings

None.

Item 1A.   Risk Factors

     The Company's business, financial condition, operating results and cash
flows can be impacted by a number of factors, any one of which could cause the
Company's actual results to vary materially from recent results or from the
Company's anticipated future results.

                                  Page 13 of 15
                                   Form 10-Q

<PAGE>
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.   Defaults Upon Senior Securities

None.

Item 4.   Submission of Matters to a Vote of Security Holders

None.

Item 5.   Other Information

None.

Item 6.  Exhibits


     31.1 Certification of Chief Executive Officer Pursuant to Rules 13a-14 and
          15d-14 of the Securities Exchange Act of 1934

     31.2 Certification of Chief Financial Officer Pursuant to Rules 13a-14 and
          15d-14 of the Securities Exchange Act of 1934

     32.1 Certification of Chief Executive Officer and Chief Financial Officer
          Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002



                                  Page 14 of 15
                                    Form 10-Q


<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                       CAMBRIDGE HOLDINGS, LTD.



May 15, 2009                      By:  /s/  Gregory Pusey
                                       ----------------------------
                                            Gregory Pusey
                                            Chief Executive Officer,
                                            President, Treasurer and Director


May 15, 2009                      By:  /s/ Jeffrey G. McGonegal
                                       ----------------------------
                                           Jeffrey G. McGonegal
                                           Senior Vice President-Finance,
                                           Chief Financial Officer and Director



                                  Page 15 of 15
                                    Form 10-Q


<PAGE>