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, 2003

( )  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 November 7, 2003
    Common Stock, $.025 par value                          3,029,870



<PAGE>


                            Cambridge Holdings, Ltd.
                                   Form 10-QSB

                                Table of Contents



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

Balance Sheets as of September 30, 2003 and June 30, 2003......................4

Statements of Operations for the three-month periods ended September 30,
2003 and 2002..................................................................5

Statements of Cash Flows for the three-month periods ended September 30,
2003 and 2002..................................................................6

Notes to Consolidated Financial Statements..................................7-10

Management's Discussion and Analysis of Financial Condition and
Results of Operations......................................................10-12

Part II.  Other Information...................................................12

Signature Page................................................................13









                                      -2-
<PAGE>

                            Cambridge Holdings, Ltd.
                                   Form 10-QSB
                               September 30, 2003

                          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, 2003 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

                                                            September 30,         June 30,
                                                                2003               2003
                                                             (Unaudited)
                                     Assets
                                     ------
<S>                                                              <C>              <C>
Current assets:
  Cash and cash equivalents                                   $   178,512         $ 205,267
  Investment securities - available for sale, net               1,609,430         1,867,025
  Deferred tax asset                                               82,000            82,000
                                                             ------------     -------------

Total current assets                                            1,869,942         2,154,292
                                                               ----------       -----------

 Property and equipment, net                                       41,917            47,608

 Notes Receivable                                                 350,000           310,000
                                                              -----------      ------------

                                                               $2,261,859        $2,511,900
                                                               ==========        ==========


                      Liabilities and Stockholders' Equity
                      ------------------------------------

Current liabilities:
  Accounts payable and accrued expenses                       $     5,652      $      2,372
                                                              -----------      ------------

Total current liabilities                                           5,652             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)                                          (757,554)         (771,561)
  Net unrealized gains on securities,
      available for sale                                          (59,278)          208,050
                                                              -----------      ------------


Total stockholders' equity                                      2,256,207         2,509,528
                                                              -----------       -----------

                                                               $2,261,859        $2,511,900
                                                               ==========        ==========
</TABLE>



                                      -4-
<PAGE>

<TABLE>
<CAPTION>
                            Cambridge Holdings, Ltd.
                            Statements of Operations
                                   (Unaudited)

                                                               Three Months            Three Months
                                                                   ended                   ended
                                                            September 30, 2003      September 30, 2002
                                                            ------------------      ------------------
<S>                                                               <C>                     <C>
Revenues:
   Net realized gains on sales of investment securities           $48,079                 $23,235
   Interest and dividend income                                     2,638                   9,827
                                                                  -------                --------
Total revenues                                                     50,717                  33,062

Expenses:
   Operating, general, and administrative                          36,710                  21,967
                                                                   ------                  ------

Total expenses                                                     36,710                  21,967
                                                                   ------                  ------

Net Income                                                         14,007                  11,095
Other Comprehensive income (loss),
       net of income tax-
   Unrealized holding   (losses)                                 (267,328)               (139,504)
                                                                ---------                --------

Comprehensive Income (Loss)                                    $ (253,321)              $(128,409)
                                                               ==========               =========


Basic and diluted income (loss)
  per common share:                                                $nil                    $nil
                                                                   ====                    ====

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

</TABLE>






                                       -5-
<PAGE>

<TABLE>
<CAPTION>



                            Cambridge Holdings, Ltd.
                      Statements of Cash Flows (Unaudited)

                                                                   Three Months      Three Months
                                                                       ended             ended
                                                                  Sept. 30, 2003    Sept. 30, 2002
                                                                  --------------    --------------
<S>                                                                   <C>               <C>
Operating Activities:
   Net income                                                         $14,007           $11,095
   Adjustments to reconcile net income to cash
     provided by (used in) operating activities:
       Depreciation and amortization                                    5,691             3,652
       Proceeds from sale of equipment, net of gain                         -               854
       Purchase of fixed assets                                             -           (65,045)
       Realized (gains) on sales of marketable securities             (48,079)          (23,235)
       Interest earned on investment securities                        (2,525)                -
   Changes in operating assets and liabilities:
     Prepaids and other                                                     -            (4,375)
     Accounts payable and accrued expenses                              3,280            (5,325)

--------------------------------------------------------------------------------------------------
Net cash (used in) operating activities                               (27,626)          (82,379)

--------------------------------------------------------------------------------------------------
Investing activities:
  Purchase of marketable securities                                  (139,646)          (73,326)
  Proceeds from sales of marketable securities                        180,517            62,849
  Additions to note receivable                                        (40,000)                -
  Additions to note receivable-related party                                -            (1,215)
  (Decrease) in value of trading securities                                 -            (4,342)

--------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities                       871           (16,034)

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

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

(Decrease) in cash and cash equivalents                               (26,755)          (98,413)
Cash and cash equivalents, beginning of period                        205,267           408,756

--------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                             $178,512          $310,343

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



                                      -6-

<PAGE>



                            Cambridge Holdings, Ltd.
                     Notes to Condensed Financial Statements


Note 1 - Convertible Note Investment

In January 2002, the Company received a 7% convertible note due in one year from
Advanced Nutraceuticals, Inc. ("ANI") in connection with a $250,000 loan made by
the Company to ANI. ANI also issued a warrant to the Company pursuant to which
the Company may acquire 50,000 shares of ANI common stock at $1 per share
through June 2004. During September 2002, under an amended agreement, all of the
principal and accrued interest were converted into 475,118 shares of ANI common
stock. Greg Pusey and Jeff McGonegal, officers and directors of the Company, are
also officers of ANI and Mr. Pusey is a director of both companies.

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 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. In
September 2003, the Company agreed to loan an additional $100,000 to A4S, which
loan was made in October 2003 and evidenced by a 6% note due December 31, 2005
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.

                                      -7-
<PAGE>
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 loaned two separate loans of $20,000,
each to AspenBio. These loans are due on demand with interest at 10% per annum.

Note 3 - Recent Accounting Pronouncements

Accounting for Asset Retirement Obligations - In July 2001, the FASB issued
Statement 143, Accounting for Asset Retirement Obligations (SFAS 143). This
statement requires entities to record a liability for the estimated retirement
and removal costs of assets used in their business. The liability is recorded at
its fair value, with a corresponding asset that is depreciated over the
remaining useful life of the long-lived asset to which the liability relates.
Period expenses will also be recognized for changes in the original value of the
liability as a result of the passage of time and revisions in the undiscounted
cash flows required to satisfy the obligation. The provisions of Statement 143
are effective for fiscal years beginning July 1, 2002. The adoption of this
standard did not have a material impact on the Company's financial position or
results of operations.

Accounting for Costs Associated with Exit or Disposal Activities - In July 2002,
the FASB issued Statement 146, Accounting for Costs Associated with Exit or
Disposal Activities. This statement requires entities to recognize costs
associated with exit or disposal activities when liabilities are incurred rather
than when the entity commits to an exit or disposal plan, as currently required.
Examples of costs covered by this guidance include one-time employee termination
benefits, costs to terminate contracts other than capital leases, costs to
consolidate facilities or relocate employees and certain other exit or disposal
activities. This statement is effective for fiscal years beginning after
December 31, 2002, and will impact any exit or disposal activities the Company
initiates after that date. The Company has reviewed SFAS 146 and its adoption
did not have a material effect on its consolidated financial statements.

Accounting for Debt Extinguishments - In April 2002, the FASB issued Statement
145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections (SFAS 145). Among other provisions,
SFAS 145 rescinds FASB Statement 4, Reporting Gains and Losses from
Extinguishment of Debt. Accordingly, gains or losses from extinguishment of debt
should not be reported as extraordinary items unless the extinguishment
qualifies as an extraordinary item under the criteria of Accounting Principles
Board Opinion No. 30, Reporting the Results of Operations--Reporting the Effects
of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions (APB 30). Gains or losses from
extinguishment of debt that do not meet the criteria of APB 30 should be
reclassified to income from continuing operations in all prior periods
presented. The provisions of SFAS 145 are effective for fiscal years beginning
after May 15, 2002. The Company has reviewed SFAS 145 and its adoption did not
have a material effect on its consolidated financial statements.

Stock-Based Employee Compensation - In December 2002, the FASB issued Statement
148 (SFAS 148), Accounting for Stock-Based Compensation -- Transition and
Disclosure -- an Amendment of FASB Statement No. 123, to provide alternative
transition methods for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, SFAS 148 amends
the disclosure requirements of SFAS 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the pro-forma effect on reported results
of applying the fair value based method for entities which use the intrinsic

                                      -8-
<PAGE>
value method of accounting. This statement is effective for financial statements
for fiscal years ending after December 15, 2002 and is effective for financial
reports containing condensed financial statements for interim periods beginning
after December 15, 2002 with earlier application permitted. The Company does not
plan a change to the fair-value based method of accounting for stock-based
employee compensation and has included the disclosure requirements of SFAS 148
in the accompanying financial statements.

Accounting for Guarantees - In December 2002, FASB Interpretation 45,Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others (FIN 45) was issued. FIN 45 requires a
guarantor entity, at the inception of a guarantee covered by the measurement
provisions of the interpretation, to record a liability for the fair value of
the obligation undertaken in issuing the guarantee. The Company previously did
not record a liability when guaranteeing obligations. Interpretation 45 applies
prospectively to guarantees the Company issues or modifies subsequent to
December 31, 2002. The Company has historically not issued guarantees and
therefore FIN 45 will not have a material effect on its 2003 financial
statements.

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. FIN 46 applies
immediately to variable interest entities created after January 31, 2003, and to
variable interest entities in which an enterprise obtains an interest after that
date. It applies in the first fiscal year or interim period beginning after June
15, 2003, to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. FIN 46 applies to public
enterprises as of the beginning of the applicable interim or annual period. The
adoption of this standard did not have a material impact on the Company's
financial position or results of operations.

Revenue Recognition - In November 2002, the Emerging Issues Task Force reached a
consensus opinion on EITF 00-21, Revenue Arrangements with Multiple
Deliverables. The consensus provides that revenue arrangements with multiple
deliverables should be divided into separate units of accounting if certain
criteria are met. The consideration for the arrangement should be allocated to
the separate units of accounting based on their relative fair values, with
different provisions if the fair value of all deliverables are not known or if
the fair value is contingent on delivery of specified items or performance
conditions. Applicable revenue recognition criteria should be considered
separately for each separate unit of accounting. EITF 00-21 is effective for
revenue arrangements entered into in fiscal periods beginning after June 15,
2003. Entities may elect to report the change as a cumulative effect adjustment
in accordance with APB Opinion 20, Accounting Changes. The adoption of this
standard did not have a material impact on the Company's financial position or
results of operations.

                                      -9-
<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 from an unaffiliated seller, raw land in an
area known as Cordillera Valley Club in Eagle County, Colorado west of Vail. The
land was conveyed to a limited liability company in which the Company was a
member with a 50% interest (CVC Lot 19 LLC). Subsequent funds conveyed by the
Company to the LLC were recorded as notes receivable from a related party on the
Company's balance sheet. The lot was developed with a luxury residence that was
completed in early 1998.

Following an extended period of unsuccessfully attempting to market the
property, in February 2003 Ed Zneimer, the other 50% owner in CVC Lot 19, LLC,
purchased the Company's interest and the related note receivable in CVC Lot 19,
LLC for $200,000, paid in cash. The sale transaction resulted in a reported gain
to the Company during the third quarter of the last fiscal year totaling
approximately $44,100, after considering the impairment allowance of
approximately $382,400, which had previously been recorded against the asset.

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, 2003, operating activities used
cash of $27,600. Gains realized on the sale of marketable securities were
$48,100. An increase in accrued liabilities provided cash of $3,300.

Cash provided by investing activities was $900 during the three-month period
ended September 30, 2003. The Company used $139,600 to purchase marketable
securities. Proceeds from sales of marketable securities provided $180,500.
Additions to notes receivable were $40,000 in the three-month period.

There were no financing activities during the three-month periods ended
September 30, 2003 or 2002.

                                      -10-
<PAGE>
At September 30, 2003, the Company had cash and cash equivalents of $178,500 and
working capital of $1,864,300. 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.

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

For the three-month periods ended September 30, 2003 and 2002, other
comprehensive income (loss), 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
---------------------

Three Month Period Ended September 30, 2003 compared to Three Month Period Ended
September 30, 2002
--------------------------------------------------------------------------------

The Company's revenues for the three-month period ended September 30, 2003
totaled approximately $50,700 consisting of interest on temporary cash on hand
and other money market instruments of $2,600 and realized gains of sales of
investment securities of $48,000. The Company's revenues for the three-month
period ended September 30, 2002 totaled approximately $33,000 consisting of
interest on temporary cash on hand and other money market instruments of $9,800
and realized gains of sales of investment securities of $23,200.

During the three-month periods ended September 30, 2003 and September 30, 2002,
the Company incurred operating, general and administrative costs of
approximately $36,700 and $22,000, respectively. The Company had net income for
the three-month period ended September 30, 2003 of approximately $14,000 as
compared with net income of $11,100 for the three-month period ended September
30, 2002.

Item 3.  Controls and Procedures

(a)      Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we evaluated under the
supervision and with the participation of our chief executive officer and the
chief financial officer, the effectiveness of the design and operation of our
disclosure controls and procedures. Based upon this evaluation, our chief
executive officer and chief financial officer have concluded that our disclosure
controls and procedures were effective as of the end of the period covered by
this report.

(b)      Changes in Internal Controls

There have been no changes in internal control over financial reporting that
occurred during the most recent fiscal quarter that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.


                                      -11-
<PAGE>

                           Part II. Other Information

Item 6. - Exhibits and Reports on Form 8-K

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





                                      -12-
<PAGE>



                            Cambridge Holdings, Ltd.

                                   Form 10-QSB

                               September 30, 2003

                                   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 13, 2003                         By: /s/ Gregory Pusey
                                              -----------------------------
                                          Gregory Pusey
                                          President, Treasurer and Director


November 13, 2003                         By: /s/ Jeffrey G. McGonegal
                                              -----------------------------
                                          Jeffrey G. McGonegal
                                          Senior Vice President-Finance and
                                          Chief Financial Officer


                                      -13-

<PAGE>