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 March 31, 2004

( )    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
              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 (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  [ ]

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 May 5, 2004
  Common Stock, $.025 par value                              3,029,870

Transitional Small Business Disclosure Format (Check one):

          Yes       No   X
             -----     -----



<PAGE>


                            Cambridge Holdings, Ltd.
                                   Form 10-QSB

                                Table of Contents


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

Balance Sheets as of March 31, 2004 and June 30, 2003..........................4

Statements of Operations for the three-month and nine-month periods ended
March 31, 2004 and 2003........................................................5

Statements of Cash Flows for the nine-month periods ended March 31, 2004
and 2003.......................................................................6

Notes to Financial Statements..................................................7

Management's Discussion and Analysis of Financial Condition and Results of
Operations..................................................................8-11

Part II.  Other Information...................................................11

Signature Page................................................................12







                                      -2-
<PAGE>



                            Cambridge Holdings, Ltd.

                                   Form 10-QSB

                                 March 31, 2004



                          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 nine months ended March 31, 2004 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,
2003.







                                      -3-

<PAGE>


<TABLE>
<CAPTION>

                            Cambridge Holdings, Ltd.
                                 Balance Sheets

                                                                                     March 31,       June 30,
                                                                                       2004           2003
                                                                                    (Unaudited)
                                                           Assets
                                                           ------
Current assets:
<S>                                                                                <C>            <C>
  Cash and cash equivalents                                                        $   130,898    $   205,267
  Investment securities - available for sale, net                                    1,794,627      1,867,025
  Deferred tax asset                                                                    82,000         82,000
  Prepaids and accounts receivable                                                       1,269             --
                                                                                   -----------    -----------

Total current assets                                                                 2,008,794      2,154,292
                                                                                   -----------    -----------

 Property and equipment, net                                                            30,536         47,608

 Notes receivable                                                                      490,000        310,000
 Investments in LLCs                                                                   140,000             --
                                                                                   -----------    -----------

                                                                                   $ 2,669,330    $ 2,511,900
                                                                                   ===========    ===========


                                            Liabilities and Stockholders' Equity
                                            ------------------------------------
Current liabilities:
  Accounts payable and accrued expenses                                            $     3,272    $     2,372
                                                                                   -----------    -----------

Total current liabilities                                                                3,272          2,372
                                                                                   -----------    -----------


Stockholders' equity:
  Common Stock - $.025 par value, 15,000,000
    shares authorized:  3,029,870 shares issued and
    outstanding                                                                         75,747         75,747
  Additional paid-in capital                                                         2,997,292      2,997,292
  Accumulated (deficit)                                                               (821,402)      (771,561)
  Net unrealized gains on securities, available for sale                               414,421        208,050
                                                                                   -----------    -----------

Total stockholders' equity                                                           2,666,058      2,509,528
                                                                                   -----------    -----------

                                                                                   $ 2,669,330    $ 2,511,900
                                                                                   ===========    ===========

</TABLE>




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

                            Cambridge Holdings, Ltd.
                            Statements of Operations
                                   (Unaudited)


                                                Three months ended             Nine months ended
                                                     March 31,                     March 31,
                                              2004              2003          2004            2003
                                              ----              ----          ----            ----
<S>                                         <C>            <C>           <C>            <C>
Revenues:
Net realized gains on sales of
       marketable securities                $     7,227    $     9,798   $    62,126    $     7,505
Interest and dividend income                      1,030          3,674         6,988         18,825
Gain from LLC investment                             --         44,120            --         44,120
                                            -----------    -----------   -----------    -----------

Total revenues                                    8,257         57,592        69,114         70,450
                                            -----------    -----------   -----------    -----------

Expenses:
   Operating, general, and administrative        34,284         39,515       118,955        101,118
                                            -----------    -----------   -----------    -----------


Total expenses                                   34,284         39,515       118,955        101,118
                                            -----------    -----------   -----------    -----------


Net income (loss)                           $   (26,027)   $    18,077   $   (49,841)   $   (30,668)
   Other comprehensive income,
       net of income tax:
   Unrealized holding gains                     501,348      1,226,591       206,371      1,256,811
                                            -----------    -----------   -----------    -----------

Comprehensive income                        $   475,321    $ 1,244,668   $   156,530    $ 1,226,143
                                            ===========    ===========   ===========    ===========
Basic and diluted income (loss)
   per common share:                        $      (.01)   $       .01   $      (.02)   $      (.01)
                                            ===========    ===========   ===========    ===========

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

====================================================================================================
</TABLE>





                                      -5-
<PAGE>
<TABLE>
<CAPTION>
                            Cambridge Holdings, Ltd.
                      Statements of Cash Flows (Unaudited)

                                                                        Nine months ended
                                                                            March 31,
                                                                      2004         2003
                                                                      ----         ----
<S>                                                                <C>          <C>
Operating Activities:
   Net (loss)                                                      $ (49,841)   $ (30,668)
   Adjustments to reconcile net (loss) to cash
     provided by (used in) operating activities:
       Depreciation and amortization                                  17,072        8,107
       Gain on sale of equipment                                          --      (27,336)
       Gain on sale of LLC investment                                     --      (44,120)
       Realized (gains) losses on sales of marketable securities     (62,126)      (7,505)
       Interest earned on investment securities                       (5,047)          --
   Changes in operating assets and liabilities:
     Prepaids and other                                               (1,269)          --
     Accounts payable and accrued expenses                               900       (4,070)
-----------------------------------------------------------------------------------------
Net cash (used in) operating activities                             (100,311)    (105,592)
-----------------------------------------------------------------------------------------

Investing activities:
   Purchase of marketable securities                                (145,210)    (227,966)
   Proceeds from sales of marketable securities                      169,382      127,169
   Proceeds from sales of investment securities                      246,770           --
   Additions to notes receivable                                    (220,000)          --
   Collection of notes receivable                                     40,000           --
   Purchase of LLC investments                                       (65,000)          --
   Decrease in note receivable-related party                              --      200,000
   Decrease in value of trading securities                                --      (13,707)
   Proceeds from sale of equipment                                        --       28,000
   Purchase of fixed assets                                               --      (65,045)


-----------------------------------------------------------------------------------------
Net cash provided by investing activities                             25,942       48,451

-----------------------------------------------------------------------------------------
Financing activities:                                                     --           --

-----------------------------------------------------------------------------------------
Net cash provided by financing activities                                 --           --
-----------------------------------------------------------------------------------------

Decrease in cash and cash equivalents                              (74,369)     (57,141)
Cash and cash equivalents, beginning of period                       205,267      408,756
-----------------------------------------------------------------------------------------

Cash and cash equivalents, end of period                           $ 130,898    $ 351,615

=========================================================================================
</TABLE>




                                      -6-
<PAGE>



                            Cambridge Holdings, Ltd.
                     Notes to Condensed Financial Statements

Note 1 - Convertible Note Investments

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

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

Note 2 - Common Stock Investment

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

In July 2002, AspenBio obtained a bank loan for purposes of constructing a new
facility. The bank required additional collateral and the Company agreed to
guarantee up to $200,000 of the bank loan. AspenBio made a note to the Company
to cover any amounts the Company might have been required to pay pursuant to the
guarantee. In connection with the guarantee, AspenBio, Inc. issued a warrant to
the Company to purchase 100,000 shares of AspenBio common stock at $1.50 per
share, expiring July 5, 2005. In July 2003 the construction loan that Cambridge
guaranteed was paid off and replaced by a permanent mortgage and a second
guaranteed by the SBA (Small Business Administration) thereby terminating the
guarantee by Cambridge with no amounts having been paid.

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.


                                      -7-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

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

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

At March 31, 2004, the Company had cash and cash equivalents of $130,900 and
working capital of $2,005,500. The Company believes that its working capital is
adequate for its present real estate and other business activities. The Company
has no understandings or agreements regarding the possible acquisition of any
other particular property or business. Any such future acquisitions or other
business arrangements could involve substantial expenditures. Moreover, the
Company could incur substantial expenses in connection with the evaluation of
business opportunities. In its consideration of potential business
opportunities, the Company expects to consider the potential effect on its
liquidity.

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

For the nine-month period ended March 31, 2004, operating activities used cash
of $100,300. Gains realized on the sale of marketable securities were $62,100.
An increase in accrued liabilities provided cash of $900 and an increase in
accounts receivable used cash of $1,300.


                                      -8-
<PAGE>
Cash provided by investing activities was $25,900 during the nine-month period
ended March 31, 2004. The Company used $145,200 to purchase marketable
securities plus a net of $180,000 was used in additions to notes receivable.
Proceeds from sales of marketable securities provided $169,400. Proceeds from
sales of investment securities provided $246,800. Purchase of an LLC investment
used cash of $65,000.

There were no financing activities during the nine-month periods ended March 31,
2004 or 2003.


Comprehensive Income
--------------------

For the nine-month periods ended March 31, 2004 and 2003, other comprehensive
income, net of tax consisted of unrealized holding gains and losses on
investment securities held for resale. There was no effect on income tax
associated with the period end balances.

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

Nine Month Period Ended March 31, 2004 compared to Nine Month Period Ended March
31, 2003

The Company's revenues for the nine-month period ended March 31, 2004 totaled
approximately $69,100 consisting of interest on temporary cash on hand and other
money market instruments of $7,000 and realized gains of sales of investment
securities of $62,100. The Company's revenues for the nine-month period ended
March 31, 2003 totaled approximately $70,500 consisting of interest on temporary
cash on hand and other money market instruments of $18,800, realized gains of
sales of marketable securities of $7,500 and the gain from the sale of CVC Lot
19, LLC of $44,100.

During the nine-month periods ended March 31, 2004 and March 31, 2003, the
Company incurred operating, general and administrative costs of approximately
$119,000 and $101,100, respectively. The Company had a net loss for the
nine-month period ended March 31, 2004 of approximately $49,800 as compared with
a net loss of $30,700 for the nine-month period ended March 31, 2003.

Recent Accounting Pronouncements
--------------------------------

Stock-Based Compensation - In December 2002, the FASB issued FASB No. 148 (SFAS
148), Accounting for Stock-Based Compensation - Transition and Disclosure. This
Statement amends FASB Statement No. 123; Accounting for Stock-Based
Compensation, to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. It also amends disclosure requirements to require prominent
disclosures in both annual and interim financial statements about the method and
the effect of the method used for stock based compensation on reported results.
The statement is effective for fiscal years ending after December 15, 2002.
Adoption of SFAS 148 did not have a material effect on the Company's financial
statements.


                                      -9-
<PAGE>
Variable Interest Entities - In January 2003, the FASB issued FASB
Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities. FIN
46 clarifies the application of Accounting Research Bulletin No. 51,
Consolidated Financial Statements, for certain entities which do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties or in which equity
investors do not have the characteristics of a controlling financial interest
("variable interest entities"). Variable interest entities will be required to
be consolidated by their primary beneficiary. The primary beneficiary of a
variable interest entity is determined to be the party that absorbs a majority
of the entity's expected losses, receives a majority of its expected returns, or
both, as a result of holding variable interests, which are ownership,
contractual, or other pecuniary interests in an entity. In December 2003, the
FASB approved a partial deferral of FIN 46 along with various other amendments.
The effective date for this interpretation has been extended until the first
fiscal period ending after December 15, 2004. However, prior to the required
application of this interpretation, a public company that is a small business
issuer shall apply this interpretation to those entities that are considered to
be special purpose entities no later than the end of the first fiscal reporting
period after December 15, 2003. The Company does not have any variable interest
entities, and therefore, the adoption of the provisions of FIN 46 will not have
a material effect on the financial condition or results of operations of the
Company.


Revenue Arrangements - In November 2002, the Emerging Issues Task Force ("EITF")
reached a consensus on Issue 00-21, Accounting for Revenue Arrangements with
Multiple-Deliverables (EITF 00-21). EITF 00-21 addresses how to account for
arrangements that may involve the delivery or performance of multiple products,
services and/or rights to use assets. The consensus mandates how to identify
whether goods or services or both which are to be delivered separately in a
bundled sales arrangement should be accounted for separately because they are
"separate units of accounting." The guidance can affect the timing of revenue
recognition for such arrangements, even though it does not change rules
governing the timing or pattern of revenue recognition of individual items
accounted for separately. The final consensus will be applicable to agreements
entered into in fiscal years beginning after June 15, 2003 with early adoption
permitted. Additionally, companies will be permitted to apply the consensus
guidance to all existing arrangements as the cumulative effect of a change in
accounting principle in accordance with APB Opinion No. 20, Accounting Changes.
The adoption of EITF 00-21 did not have a material impact on its financial
position or results of operations.

Financial Instruments - In May 2003 the FASB issued Statement of Financial
Accounting Standards No. 150 ("SFAS 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 balance
sheet 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. For existing financial
instruments, SFAS No. 150 is effective at the beginning of the fiscal quarter
commencing July 1, 2003. The adoption of SFAS No. 150 did not have an effect on
the Company's financial position, results of operations or cash flows. If the
deferred provisions of SFAS No. 150 are finalized in their current form,
management does not expect adoption to have a material impact on the financial
position, results of operations or cash flows.



                                      -10-
<PAGE>

Item 3. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The Company's President and Chief Financial Officer have reviewed and evaluated
the effectiveness of the Company's disclosure controls and procedures (as
defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as
of a date within 90 days of the filing date of this quarterly report on Form
10-QSB (the "Evaluation Date"). Based on that review and evaluation, the
President and Chief Financial Officer have concluded that, as of the Evaluation
Date, the Company's disclosure controls and procedures were adequate and
effective to ensure that material information relating to the Company 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 and Reports on Form 8-K

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




                                      -11-
<PAGE>


                            Cambridge Holdings, Ltd.

                                   Form 10-QSB

                                 March 31, 2004



                                   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.



May 14, 2004                     By: /s/ Gregory Pusey
                                     -----------------------------------
                                 Gregory Pusey
                                 President, Treasurer and Director


May 14, 2004                     By: /s/ Jeffrey G. McGonegal
                                     -----------------------------------
                                 Jeffrey G. McGonegal
                                 Senior Vice President-Finance and
                                 Chief Financial Officer





                                      -12-

<PAGE>