<PAGE>

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

                                   FORM 10-QSB

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
     For the quarterly period ended SEPTEMBER 30, 2001

( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
    For the transition period from _____________ TO ______________

Commission file number 0-12962

                            CAMBRIDGE HOLDINGS, LTD.
        (Exact name of small business issuer as specified in its charter)


                    Colorado                           84-0826695
       (State or other jurisdiction of      (IRS Employer Identification Number)
       incorporation or organization)

         106 S. University Blvd. #14                     80209
              Denver, Colorado                         (Zip Code)

(Address of principal executive offices)
Issuer's telephone number, including area code (303) 722-4008


Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                                                       Yes  X   No

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

<Table>

            Class                              Outstanding at November 8, 2001
<S>                                            <C>
Common Stock, $.025 par value                             3,029,870
</Table>



<PAGE>


                            CAMBRIDGE HOLDINGS, LTD.
                                   FORM 10-QSB

                                TABLE OF CONTENTS

<Table>


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

Balance Sheets as of September 30, 2001 and June 30, 2001........................    4

Statements of Operations for the three-month periods ended September 30,
2001 and September 30, 2000......................................................    5

Statements of Cash Flows for the three-month periods ended September 30,
2001 and September 30, 2000......................................................    6

Management's Discussion and Analysis of Financial Condition and Results of
Operations.......................................................................  7-9

Part II.  Other Information......................................................    9

Signature Page...................................................................   10
</Table>


                                  Page 2 of 10

<PAGE>

                            CAMBRIDGE HOLDINGS, LTD.

                                   FORM 10-QSB

                               SEPTEMBER 30, 2001



                          PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

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

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

The results for the three months ended September 30, 2001 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,
2001.

                                  Page 3 of 10

<PAGE>


                            CAMBRIDGE HOLDINGS, LTD.
                                 BALANCE SHEETS

<Table>
<Caption>


                                                                SEPTEMBER 30,       JUNE 30,
                                                                    2001              2001
                                                                (UNAUDITED)

                                             ASSETS

<S>                                                             <C>                <C>
CURRENT:
  Cash and cash equivalents                                     $ 1,940,779        $ 1,969,247
  Investment securities - available for sale                        217,165            255,895
  Notes receivable-related party                                    169,811            158,860
  Deferred tax asset                                                 82,000             82,000
                                                                -----------        -----------

Total current assets                                              2,409,755          2,466,002
                                                                -----------        -----------
 Property and equipment, net                                         12,436             15,636
                                                                -----------        -----------

                                                                $ 2,422,191        $ 2,481,638
                                                                ===========        ===========

                              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued liabilities                      $    14,350        $     6,376
                                                                -----------        -----------

Total current liabilities                                            14,350              6,376
                                                                -----------        -----------

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)                                            (288,471)          (276,677)
  Net unrealized (losses) on securities
      available for sale                                           (376,727)          (321,100)
                                                                -----------        -----------
Total stockholders' equity                                        2,407,841          2,475,262
                                                                -----------        -----------
                                                                $ 2,422,191        $ 2,481,638
                                                                ===========        ===========
</Table>


                                  Page 4 of 10


<PAGE>


                            CAMBRIDGE HOLDINGS, LTD.
                            STATEMENTS OF OPERATIONS
                                  (UNAUDITED)


<Table>
<Caption>

                                                                 Three Months           Three Months
                                                                     ended                 ended
                                                              September 30, 2001      September 30, 2000
                                                              ------------------      ------------------
<S>                                                           <C>                     <C>
REVENUES:
   Sale of real estate                                           $        --              $ 1,300,000
   Net realized gains on sales of investment securities                1,620                       --
   Interest and dividend income                                       19,479                   13,227
                                                                 -----------              -----------
Total revenues                                                        21,099                1,313,227
EXPENSES:
   Operating, general, and administrative                             32,893                   67,251
   Cost of real estate sold                                               --                1,057,304
   Other (income)                                                         --                   (5,000)
                                                                 -----------              -----------
Total expenses                                                        32,893                1,119,555
                                                                 -----------              -----------
NET INCOME (LOSS)                                                    (11,794)                 193,672
OTHER COMPREHENSIVE INCOME (LOSS),
       NET OF INCOME TAX-
   Unrealized holding gains (losses)                                 (55,627)                  45,872
                                                                 -----------              -----------
COMPREHENSIVE INCOME (LOSS)                                      $   (67,421)             $   239,544
                                                                 ===========              ===========
BASIC AND DILUTED INCOME (LOSS)
  PER COMMON SHARE:                                              $     (nil)              $       .06
                                                                 ===========              ===========
WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                                       3,029,870                3,029,870
                                                                 ===========              ===========
</Table>


                                  Page 5 of 10




<PAGE>


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

<Table>
<Caption>

                                                                THREE MONTHS      THREE MONTHS
                                                                   ENDED             ENDED
                                                               SEPT. 30, 2001    SEPT. 30, 2000
                                                               --------------    -------------
<S>                                                            <C>               <C>
OPERATING ACTIVITIES:
   Net income (loss)                                            $   (11,794)       $   193,672
   Adjustments to reconcile net income (loss) to cash
     provided by (used in) operating activities:
       Interest paid on investment securities                            --               (136)
       Depreciation and amortization                                  3,200              4,448
       Realized (gains) on sales of marketable securities            (1,620)                --
   Changes in operating assets and liabilities:
     Prepaids and other                                                  --             (3,030)
     Accounts payable and accrued liabilities                         7,974             27,027
                                                                -----------        -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                  (2,240)           221,981
                                                                -----------        -----------
INVESTING ACTIVITIES:
  Purchase of investment securities                                      --            (11,500)
  Purchase of marketable securities                                 (23,320)                --
  Proceeds from sales of marketable securities                        4,732                 --
  Proceeds from sale of real estate                                      --            939,199
  Additions to note receivable-related party                        (10,951)           (20,779)
  Increase in value of trading securities                             3,311              1,370
                                                                -----------        -----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                 (26,228)           908,290
                                                                -----------        -----------
FINANCING ACTIVITIES:                                                    --                 --
                                                                -----------        -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                --                 --
                                                                -----------        -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                    (28,468)         1,130,271
CASH AND CASH EQUIVALENTS, beginning of period                    1,969,247            499,673
                                                                -----------        -----------
Cash and cash equivalents, end of period                        $ 1,940,779        $ 1,629,944
                                                                ===========        ===========
</Table>

                                  Page 6 of 10

<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

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. 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). The funds conveyed by the Company to the two limited
liability companies were recorded as notes receivable from a related party on
the Company's balance sheet. Each lot has been developed with a separate luxury
residence that was completed in early 1998.

In April 2001 CVC Lot 2, LLC sold its property for approximately $1,565,000 less
property costs, closing fees and payments to the Zneimer Company. The sale
transaction resulted in a reported gain to the Company of approximately
$148,000, after considering an impairment allowance of approximately $240,300,
which had previously been recorded.

The note receivable from CVC Lot 19, LLC is due upon the sale of the property
and totaled $158,860 after an impairment allowance of $351,023 at June 30, 2001.
The Zneimer Company and Mr. Zneimer personally guaranteed $366,400, one half the
original principal amount of the CVC Lot 19 note issued to the Company. This
guarantee took place simultaneously with the conveyance of each property to the
applicable limited liability company. Due to the delay on sale of the property,
CVC Lot 19 LLC rented the CVC Lot 19 home at a monthly rental fee of $5,550 for
a nine-month period ended August 2000. Since that time the home has been rented
on a month-to-month basis for $6,000 per month.

The CVC Lot 19 home is located in Cordillera Valley Club, a mountain golf
community of 1 to 11-acre home sites and custom-designed residences, tennis
courts, 15 miles of hiking and cross-country ski trails, a fly-fishing river,
mountain bike and nature trails. The home sites in the community have been
developed to minimize the impact of development upon the varied vegetation and
indigenous wildlife unique to the area. Deer and elk grazing and calving areas
have been carefully preserved along with native grasses, shrubs and trees. The
home sites in the community have been planned to maximize mountain views, as
well as the extensive aspen groves, forests of fir and spruce, and varied
terrain of adjacent canyons and draws which is characteristic of the area.

                                  Page 7 of 10

<PAGE>


In July 1997, the Company purchased approximately three acres of raw land in
Glenwood Springs, Colorado for $925,000 which property was sold in July 2000 for
$1,300,000 less property costs, closing fees and reimbursements, resulting in a
net gain of approximately $252,500.

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 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 three-month period ended September 30, 2001, operating activities used
cash of $2,200. The majority of cash was consumed by the net loss of $11,800. An
increase in accounts payable and accrued liabilities offset the cash used by
$8,000.

Cash used in investing activities was $26,200 during the three-month period
ended September 30, 2001. The Company used $23,300 to purchase marketable
securities and approximately $11,000 was advanced against the CVC Lot 19 home.
Proceeds from sales of marketable securities of $4,700 and an increase in the
value of trading securities of $3,300 offset the cash used.

There were no financing activities during the three-month period ended
September 30, 2001.

At September 30, 2001, the Company had cash and cash equivalents of $1,940,800
and working capital of $2,395,400. The Company believes that its working capital
is adequate for its present real estate expenditures as described above. 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

                                  Page 8 of 10

<PAGE>



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)

For the three-month periods ended September 30, 2001 and 2000, other
comprehensive income (loss), net of tax consisted of unrealized holding gains
and losses on investment securities held for resale. There were no income tax
amounts associated with the period end balances.

RESULTS OF OPERATIONS

THREE MONTH PERIOD ENDED SEPTEMBER 30, 2001 COMPARED TO THREE MONTH PERIOD ENDED
SEPTEMBER 30, 2000

The Company's revenues for the three-month period ended September 30, 2001
totaled approximately $21,100 consisting of interest on temporary cash on hand
and other money market instruments of $19,500 and realized gains of sales of
investment securities of $1,600. Revenues for the three-month period ended
September 30, 2000 totaled approximately $1,313,200, consisting of proceeds from
the sale of the Glenwood Springs property of $1,300,000 and interest on
temporary cash on hand and other money market instruments of $13,200.

During the three-month periods ended September 30, 2001 and September 30, 2000,
the Company incurred operating, general and administrative costs of
approximately $32,900 and $67,300, respectively. The decrease in operating,
general and administrative costs related primarily to decreases in legal and
accounting expenses. The cost of the Glenwood Springs property that was sold
during the quarter was $1,057,300. The Company had a net loss for the
three-month period ended September 30, 2001 of approximately $11,800 as compared
with a gain of $193,700 for the three-month period ended September 30, 2000.

                           PART II. OTHER INFORMATION
Not Applicable.

                                  Page 9 of 10



<PAGE>




                            CAMBRIDGE HOLDINGS, LTD.



                                   FORM 10-QSB

                               SEPTEMBER 30, 2001



                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                     CAMBRIDGE HOLDINGS, LTD.



November 9, 2001                        By: /s/ Gregory Pusey
                                           ---------------------------------
                                           Gregory Pusey
                                           President, Treasurer and Director


                                 Page 10 of 10