<PAGE>   1

                     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 DECEMBER 31, 2000
( ) 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)

         7315 East Peakview Avenue,                        80111
             Englewood, Colorado                         (Zip Code)

(Address of principal executive offices)
Issuer's telephone number, including area code       (303) 529-3550


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 February 7, 2001
Common Stock, $.025 par value                            3,029,870



<PAGE>   2



                            CAMBRIDGE HOLDINGS, LTD.
                                   FORM 10-QSB

                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                      <C>
Part I.  Financial Information...............................................................................3

Balance Sheets as of December 31, 2000 and June 30, 2000.....................................................4

Statements of Operations for the three and six-month periods ended December 31,
2000 and 1999................................................................................................5

Statements of Cash Flows for the six-month periods ended December 31,
2000 and 1999................................................................................................6

Management's Discussion and Analysis of Financial Condition and Results of
Operations................................................................................................7-10

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

Signature Page..............................................................................................11
</TABLE>



                                  Page 2 of 11
                                  Form 10-QSB

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                            CAMBRIDGE HOLDINGS, LTD.

                                   FORM 10-QSB

                                DECEMBER 31, 2000



                          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 six months ended December 31, 2000 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,
2000.

                                  Page 3 of 11
                                  Form 10-QSB

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                            CAMBRIDGE HOLDINGS, LTD.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  DECEMBER 31,      JUNE 30,
                                                                     2000             2000
                                                                  (UNAUDITED)
<S>                                                               <C>             <C>
                                     ASSETS

CURRENT:
  Cash and cash equivalents                                       $  1,520,628    $   499,673
  Investment securities - available for sale                           332,942        507,125
  Notes receivable-related party                                       595,559        550,000
  Prepaid other                                                         12,930             --
  Deferred tax asset                                                    75,000         75,000
  Real estate developments                                                  --        939,199
                                                                  ------------    -----------

Total current assets                                                 2,537,059      2,570,997
                                                                  ------------    -----------
LONG-TERM ASSETS
  Fixed assets                                                          17,419         26,315
                                                                  ------------    -----------

                                                                  $  2,554,478    $ 2,597,312
                                                                  ============    ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued liabilities                        $      2,207    $     4,878
                                                                  ------------    -----------

Total current liabilities                                                2,207          4,878
                                                                  ------------    -----------


STOCKHOLDERS' EQUITY:
  Common Stock - $.025 par value, 15,000,000
    shares authorized:  3,029,870 shares issued and
    outstanding as of December 31, 2000 and
    June 30, 2000                                                       75,747         75,747
  Additional paid-in capital                                         2,997,292      2,997,292
  Retained earnings (deficit)                                         (266,534)      (458,970)
  Net unrealized gain (loss) on investment
     securities available for sale                                    (254,234)       (21,635)
                                                                  ------------    -----------

Total stockholders' equity                                           2,552,271      2,592,434
                                                                  ------------    -----------


                                                                  $  2,554,478    $ 2,597,312
                                                                  ============    ===========
</TABLE>


                                  Page 4 of 11
                                  Form 10-QSB

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                            CAMBRIDGE HOLDINGS, LTD.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                 Three Months      Three Months     Six Months       Six months
                                                     ended            ended           ended             ended
                                                 Dec. 31, 2000    Dec. 31, 1999    Dec. 31, 2000    Dec. 31, 1999
<S>                                              <C>              <C>              <C>              <C>
REVENUES:
Sale of real estate                              $          --    $          --    $   1,300,000               --
Realized losses on sales of
       investment securities                              (969)         (11,598)            (969)         (18,887)
   Interest and dividend income                         28,689           10,468           43,175           31,033
   Collection of Note Receivable
       Previously written off                           15,270           30,000           20,270           30,000
                                                 -------------    -------------    -------------    -------------

Total revenues                                          42,990           28,870        1,362,476           42,146
                                                 -------------    -------------    -------------    -------------

EXPENSES:
   Cost of real estate sold                                 --               --        1,057,304               --
   Operating, general, and administrative               45,485           40,368          112,736           78,009
   Interest                                                 --            8,070               --           18,534
                                                 -------------    -------------    -------------    -------------

Total expenses                                          45,485           48,438        1,170,040           96,543
                                                 -------------    -------------    -------------    -------------

NET INCOME (LOSS)                                $      (2,495)   $     (19,568)   $     192,436    $     (54,397)
   Other Comprehensive (loss),
       net of income tax:
   Unrealized holding gains (losses)                  (278,471)         419,592         (232,599)         406,388
                                                 -------------    -------------    -------------    -------------


COMPREHENSIVE INCOME (LOSS)                      $    (280,966)   $     400,024    $     (40,163)   $     351,991
                                                 =============    =============    =============    =============

BASIC AND DILUTED (LOSS)
   PER COMMON SHARE:                                       nil    $        (.01)   $         .06    $        (.02)
                                                 =============    =============    =============    =============

WEIGHTED AVERAGE NUMBER OF
   SHARES OUTSTANDING                                3,029,870        3,029,870        3,029,870        3,029,870

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



                                  Page 5 of 11
                                  Form 10-QSB

<PAGE>   6


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

<TABLE>
<CAPTION>
                                                                SIX MONTHS      SIX MONTHS
                                                                  ENDED            ENDED
                                                              DEC. 31, 2000    DEC. 31, 1999
<S>                                                           <C>              <C>
OPERATING ACTIVITIES:
   Net income (loss)                                          $     192,436    $     (54,397)
   Adjustment to reconcile net income (loss) to
     cash used in operating activities:
         Interest income paid in investment securities                   --          (22,222)
         Depreciation and amortization                                8,896            9,342
         Realized (gains) losses on sales of
           marketable securities                                        969          (24,147)
   Changes in operating assets and liabilities:
     Prepaids and other                                             (12,930)           1,728
   Real estate development                                          939,199               --
     Accounts payable and accrued liabilities                        (2,671)          (5,881)

                                                              -------------   --------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES               1,125,899          (95,577)

                                                              -------------   --------------
INVESTING ACTIVITIES:
   Purchases of property and equipment                                   --          (17,423)
   Proceeds from sales of investment securities                          --          627,976
   Purchase of investment securities                                  1,209               --
   Investments in note receivable-related party                     (45,559)         (57,101)
   Purchase of marketable securities                                (61,007)        (105,476)
   Proceeds from sales of marketable securities                         413          184,232
                                                              -------------   --------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                (104,944)         632,208

                                                              -------------   --------------
FINANCING ACTIVITIES:
  Principal payments on notes payable                                    --         (314,096)

                                                              -------------   --------------
Net cash (used in) financing activities                                  --         (314,096)

                                                              -------------   --------------
INCREASE IN CASH AND CASH EQUIVALENTS                             1,020,955          222,535
CASH AND CASH EQUIVALENTS, beginning of period                      499,673          194,447


                                                              -------------   --------------
Cash and cash equivalents, end of period                      $   1,520,628    $     416,982


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






                                  Page 6 of 11
                                  Form 10-QSB

<PAGE>   7


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

During 1997, the Company purchased in two separate transactions from two
different unaffiliated sellers, raw land in an area known as Cordillera Valley
Club in Eagle County, Colorado west of Vail. The Funds conveyed by the Company
to the two limited liability companies have been recorded as notes receivable to
a related party on the Company's balance sheet. Each lot was conveyed to a
limited liability company in which the Company is a member with a 50% interest
(CVC Lot 2 LLC and CVC Lot 19 LLC). Each lot has been developed with a separate
luxury residence which was completed in early 1998 and is offered for sale. Due
to the delay on the sale of these properties, it is presently expected that when
sold, these properties will be sold at a loss. Management recorded an allowance
for the expected loss on these notes receivable for $470,400 during the year
ended June 30, 2000.

CVC Lot 19, LLC rented the CVC Lot 19 home at a monthly rental fee of $5,700 for
a nine-month period ended May 2000. The CVC Lot 19 home is now vacant and
management anticipates some structural changes to attempt to make it more
salable.

A contract to sell the CVC Lot 2 property for $1,565,000 was received and
accepted in September 2000. Earnest money of $15,000 was deposited by the
prospective buyers. The sale of the house is scheduled to close on April 16,
2001. The house is currently rented at $7,000 per month expiring in April 2001,
the approximate time the closing is scheduled to take place.



                                  Page 7 of 11
                                  Form 10-QSB

<PAGE>   8


In 1997, the Company purchased approximately three acres of raw land in Glenwood
Springs, Colorado for $925,000. The property was sold in July 2000 for
$1,300,000 less property costs, closing fees and reimbursements, resulting in a
net gain of approximately $242,700.


The Company is currently considering other real estate development activities,
as well as other business opportunities. In addition to real property
acquisitions, the Company may consider the possible acquisition of, or merger
with, another business entity, or other types of business transactions. The
Company does not intend to limit its search to companies engaged 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 businesses within or 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, current
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 or developing a particular property.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.

In August 2000 the Company organized a new corporation in Colorado, CamCap, Inc.
("CamCap"). CamCap's business purpose is to identify and complete a merger or
acquisition with a private entity. CamCap is currently a wholly owned subsidiary
of the Company, but the Company intends to spin off these shares to the
shareholders of the Company. A registration statement covering the CamCap
shares, was filed with the Securities and Exchange Commission (the "Commission")
in October 2000, but is not complete and may be amended. The spin off will be
completed following the CamCap registration statement being declared effective
by the Commission.

For the six-month period ended December 31, 2000, operating activities provided
cash of $883,000 arising primarily from the sale of real estate.

Cash used by investing activities was $105,000 during the six-month period ended
December 31, 2000, of which approximately $61,000 was used to purchase
marketable securities and $45,600 was loaned to related parties, CVC #19 LLC and
CVC #2 LLC.

                                  Page 8 of 11
                                  Form 10-QSB

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There were no financing activities during the six-month period ended December
31, 2000.

At December 31, 2000, the Company had cash and cash equivalents of $1,521,000
and working capital of $2,534,900. The Company believes that its working capital
is adequate for its present real estate activities as described above. The
Company has no understandings or agreements on 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.

COMPREHENSIVE INCOME (LOSS)

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


<TABLE>
<CAPTION>
Six-months ended December 31,                                 2000                 1999
                                                           ----------           ----------
<S>                                                        <C>                  <C>
Holding gains (losses)                                     $ (232,599)          $  387,501
Reclassification for realized losses                               --               18,887
                                                           ----------           ----------

Increase (decrease) in net unrealized
  securities gains recognized in other
    comprehensive income                                   $ (232,599)          $  406,388
                                                           ==========           ==========
</TABLE>


RESULTS OF OPERATIONS

SIX MONTH PERIOD ENDED DECEMBER 31, 2000 COMPARED TO SIX MONTH PERIOD ENDED
DECEMBER 31, 1999

The Company's revenues for the six-month period ended December 31, 2000 totaled
approximately $1,362,500, consisting of the proceeds from the sale of real
estate of $1,300,000, interest on temporary cash on hand and other money market
instruments of $43,200 offset by realized losses on marketable security sales of
$1,000. The Company received $20,300 in collections on a note receivable that
was previously written off.

The Company's revenues for the six-month period ended December 31, 1999 totaled
approximately $42,100, consisting of interest on temporary cash on hand and
other money market instruments of $31,000 offset by realized losses on
investment securities of $18,900. The Company received $30,000 in collections on
a note receivable that was previously written off.

During the six-month periods ended December 31, 2000 and December 31, 1999, the
Company incurred operating, general and administrative costs of approximately
$112,700 and $78,000, respectively. The cost of the real estate sold in the six
months ended

                                  Page 9 of 11
                                  Form 10-QSB

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December 31, 2000 was $1,057,300. The Company incurred interest expense of
$18,500 in the six-month period ended December 31, 1999 relating to notes
payable that were repaid during the fiscal year ended June 30, 2000. The Company
had net income of $192,436 for the six-month period ended December 31, 2000 as
compared with a net loss of $54,400 for the six-month period ended December 31,
1999.

                           PART II. OTHER INFORMATION
Not Applicable.



                                  Page 10 of 11
                                  Form 10-QSB

<PAGE>   11



                            CAMBRIDGE HOLDINGS, LTD.



                                   FORM 10-QSB

                                DECEMBER 31, 2000



                                   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.



February 8, 2001                    By:           /s/ Gregory Pusey
                                           --------------------------------
                                           Gregory Pusey
                                           President, Treasurer and Director



                                 Page 11 of 11
                                  Form 10-QSB