<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, 1999

( )    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)

          1722 Buffehr Creek Road,                    81657
               Vail, Colorado                       (Zip Code)
(Address of principal executive offices)

Issuer's telephone number, including area code       (970) 479-2800

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 8, 1999
        Common Stock, $.025 par value                    3,029,870

<PAGE>

                            CAMBRIDGE HOLDINGS, LTD.

                                   FORM 10-QSB

                                TABLE OF CONTENTS

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

Balance Sheets as of September 30, 1999 and June 30, 1999................. 4 & 5

Statements of Operations for the three-month periods ended
  September 30, 1999 and September 30, 1998...............................     6

Statements of Cash Flows for the three-month periods ended
  September 30, 1999 and September 30, 1998...............................     7

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

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

Signature Page............................................................    12
</TABLE>


                                 Page 2 of 12
                                  Form 10-QSB
<PAGE>

                            CAMBRIDGE HOLDINGS, LTD.

                                   FORM 10-QSB

                               SEPTEMBER 30, 1999

                          PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

The unaudited financial statements reflect all adjustments and contain all
information necessary, in the opinion of management, for a fair presentation
of the financial position and results of operation for the interim periods
reported when these statements are read in conjunction with the notes to
financial statements included in the Registrant's Form 10-KSB for the year
ended June 30, 1999.

                                 Page 3 of 12
                                  Form 10-QSB

<PAGE>

                            CAMBRIDGE HOLDINGS, LTD.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                SEPTEMBER 30,         JUNE 30,
                                                                    1999                1999
                                                                 (UNAUDITED)
<S>                                                             <C>                 <C>
   ASSETS
CURRENT:
  Cash and cash equivalents                                     $  112,367            $194,447
  Investment securities - available for sale                     1,370,194           1,683,136
  Notes receivable-related party                                   930,408             905,636
  Deferred tax asset                                                44,000              44,000
  Prepaids and other                                                44,160              45,888
  Real estate developments                                         939,199             939,199
----------------------------------------------------------------------------------------------
Total current assets                                             3,440,328           3,812,306
----------------------------------------------------------------------------------------------
LONG-TERM ASSETS
  Fixed assets                                                      39,659             27,130
----------------------------------------------------------------------------------------------
                                                                $3,479,987          $3,839,436
==============================================================================================
</TABLE>

                                 Page 4 of 12
                                  Form 10-QSB

<PAGE>

                            CAMBRIDGE HOLDINGS, LTD.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                SEPTEMBER 30,         JUNE 30,
                                                                    1999                1999
                                                                 (UNAUDITED)
<S>                                                             <C>                 <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accrued liabilities                                              $10,646             $14,751
  Deferred income taxes                                             17,150              17,150
  Notes Payable                                                    359,942             665,782
----------------------------------------------------------------------------------------------
Total current liabilities                                          387,738             697,683
----------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY:
  Common Stock - $.025 par value, 15,000,000
  shares authorized:  3,029,870 shares issued and
  outstanding as of September 30, 1999 and
  June 30, 1999                                                     75,747              75,747
  Additional paid-in capital                                     2,997,292           2,997,292
  Retained earnings                                                  3,353              39,653
  Net unrealized gain on investment
     securities available for sale                                  15,857              29,061
----------------------------------------------------------------------------------------------
Total stockholders' equity                                       3,092,249           3,141,753
----------------------------------------------------------------------------------------------
                                                                $3,479,987          $3,839,436
==============================================================================================
</TABLE>

                                 Page 5 of 12
                                  Form 10-QSB

<PAGE>

                            CAMBRIDGE HOLDINGS, LTD.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  THREE MONTHS             THREE MONTHS
                                                                     ENDED                    ENDED
                                                                SEPTEMBER 30, 1999       SEPTEMBER 30, 1998
<S>                                                           <C>                        <C>
REVENUES:
   Realized losses on sales of
       investment securities                                    $      (7,289)                $           -
   Interest and dividend income                                        19,094                         9,386
   Unrealized losses on securities held for trading                         -                       (41,151)
-----------------------------------------------------------------------------------------------------------
Total revenues (losses)                                                11,805                       (31,765)
-----------------------------------------------------------------------------------------------------------

EXPENSES:
   Operating, general, and administrative                              37,641                        34,201
   Investment write off                                                     -                       101,278
   Interest                                                            10,464                        15,084
-----------------------------------------------------------------------------------------------------------
Total expenses                                                         48,105                       150,563
-----------------------------------------------------------------------------------------------------------
NET LOSS                                                        $     (36,300)                $    (182,328)
   Other Comprehensive (loss),
       net of income tax:
   Unrealized holding losses                                          (13,204)                $     (85,787)
-----------------------------------------------------------------------------------------------------------
COMPREHENSIVE (LOSS)                                            $     (49,504)                $    (268,115)
===========================================================================================================
BASIC AND DILUTED (LOSS) PER COMMON SHARE:                      $        (.01)                $        (.05)
===========================================================================================================
WEIGHTED AVERAGE NUMBER OF
   COMMON AND COMMON EQUIVALENT
   SHARES OUTSTANDING                                               3,029,870                     3,402,356
===========================================================================================================
</TABLE>

                                 Page 6 of 12
                                  Form 10-QSB

<PAGE>

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

<TABLE>
<CAPTION>
                                                                   THREE MONTHS             THREE MONTHS
                                                                       ENDED                    ENDED
                                                                  SEPT. 30, 1999           SEPT. 30, 1998
<S>                                                           <C>                        <C>
OPERATING ACTIVITIES:
   Net loss                                                       $   (36,300)             $   (182,328)
   Adjustment to reconcile net loss to cash
     used in operating activities:
       Write off of investments                                             -                   101,278
       Interest income paid in investment securities                  (15,428)                        -
       Depreciation and amortization                                    4,894                     3,205
       Realized gains on sales of marketable securities                (2,700)                        -
       Unrealized loss on sale of investment securities                     -                    41,151
   Changes in operating assets and liabilities:
     Prepaids and other                                                 1,729                     1,693
     Accounts payable and accrued liabilities                          (4,105)                   (3,248)

---------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES                                 (51,910)                  (38,249)

---------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
  Purchase of investment securities                                   (59,976)                        -
  Proceeds from sales of investment securities                        377,841                         -
  Collections on note receivable                                            -                     2,125
  Investments in note receivable-related party                        (24,772)                  (20,035)
  Purchase of fixed assets                                            (17,423)                        -
  Decrease in value of trading securities                                   -                   (41,151)

---------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED  IN) INVESTING ACTIVITIES                  275,670                   (59,061)

---------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
  Principal payments on notes payable                                (305,840)                   (1,210)
  Proceeds from exercise of stock options                                   -                     3,437

---------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities                  (305,840)                    2,227

---------------------------------------------------------------------------------------------------------
DECREASE IN CASH AND CASH EQUIVALENTS                                 (82,080)                  (95,083)
CASH AND CASH EQUIVALENTS,  beginning of period                       194,447                 1,674,523

---------------------------------------------------------------------------------------------------------
Cash and cash equivalents,  end of period                         $   112,367              $  1,579,440
=========================================================================================================
</TABLE>

                                 Page 7 of 12
                                  Form 10-QSB

<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 the fiscal year ended June 30, 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). Each lot has
been developed with a separate luxury residence and is offered for sale.
Construction on the properties was completed in early 1998. It is presently
unknown when these properties will be sold or what proceeds will be realized
upon sale. Due to the delay on sale of these properties, the LLC has agreed
to rent the CVC Lot 19 house until a buyer is found. Management has rented
the CVC Lot 19 home commencing on September 1, 1999 at a monthly rental fee
of $5,700, net of commission. As of the date of this filing, the LLC has
collected $17,100 in rental income. The delay on the sale of these properties
is likely to cause the LLC's to incur a loss in these transactions and may
cause the Company to be constrained in its ability to engage in other
transactions.

The lots are 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 lots are being developed in a golf community
planned with care for natural aesthetic values. Accordingly, the home sites
in the community are being 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.

In July 1997, the Company purchased approximately three acres of raw land in
Glenwood Springs, Colorado for $925,000, including a mortgage of $675,000.
The mortgage bears interest at 9% per annum, payable $5,431 per month and is
due on January 15, 2000. The Company paid $300,000 on this mortgage in July
1999. Since the acquisition of this property, preliminary engineering for
possible development of the property has commenced. It is presently the
intention of management to resell the property.

                                 Page 8 of 12
                                  Form 10-QSB

<PAGE>

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, 1999, operating activities
used cash of $51,900. The Company had interest income paid on investment
securities of $15,400. Realized gains on sales of marketable securities were
$2,700. Prepaid expenses increased by approximately $1,700 in the three-month
period ended September 30, 1999. The Company recorded depreciation on fixed
assets of $4,900. Accounts payable and accrued liabilities decreased by
$4,100.

Cash provided by investing activities was $275,700 during the three-month
period ended September 30, 1999, of which approximately $377,800 was provided
by the proceeds from sales of marketable securities. The Company used $17,400
to purchase fixed assets. Approximately $60,000 was used to purchase
investment securities and $24,800 was loaned to related parties, CVC #19 LLC
and CVC #2 LLC.

Financing activities during the three-month period ended September 30, 1999
used cash of $305,800 that was used for principal payments on notes payable.

At September 30, 1999, the Company had cash and cash equivalents of $112,400
and working capital of $3,052,600. 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 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)

Effective July 1, 1998, Cambridge Holdings, Ltd. Adopted FASB Statement No.
130, Reporting Comprehensive Income ("SFAS No. 130"). SFAS No. 130 requires
the reporting of comprehensive income in addition to net income (loss) from
operations. Comprehensive income (loss) is a more inclusive financial
reporting methodology that

                                 Page 9 of 12
                                  Form 10-QSB

<PAGE>

includes disclosure of certain financial information that historically has
not been recognized in the calculation of net income (loss).

The change in net unrealized securities gains (losses) recognized in other
comprehensive income includes two components: (1) unrealized gains (losses)
that arose during the period from changes in market value of securities that
were held during the period (Holding gains (losses)), and (2) gains or
(losses) that were previously unrealized, but have been recognized in current
period net income due to sales of available-for sale securities
(reclassification for realized gains). This reclassification has no effect on
total comprehensive income or shareholder's equity.

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

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
Quarters ended September 30,                                      1999                1998
---------------------------------------------------------------------------------------------
<S>                                                             <C>                 <C>
Holding losses                                                  $(20,493)           $(85,787)
Reclassification for realized losses                               7,289                   -

---------------------------------------------------------------------------------------------
Decrease in net unrealized
  Securities gains recognized in other

    Comprehensive income                                        $(13,204)           $(85,787)

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

YEAR 2000 COMPLIANCE

The Company has completed a review and risk assessment of all technology
items used in its operations. The Company believes that the year 2000 problem
will pose no significant operational problems. The Company's accounting
software program as well as other office software have been upgraded during
1999 to be Year 2000 compliant.

RESULTS OF OPERATIONS

THREE MONTH PERIOD ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTH PERIOD
ENDED SEPTEMBER 30, 1998

The Company's revenues for the three-month period ended September 30, 1999
totaled approximately $11,800, consisting of interest on temporary cash on
hand and other money market instruments of $19,100 offset by realized losses
on investment securities of $7,300. Revenues for the three-month period ended
September 30, 1998 totaled approximately $9,400, which consisted of interest
and dividend income.

During the three month period ended September 30, 1998, the Company incurred
a write-down of investments of $101,300 and a net decrease in the valuation
of bonds and other securities held for trading of $41,200. The investment
written off during the quarter was an investment in a partnership that
management considers to be worthless. The decrease

                                 Page 10 of 12
                                  Form 10-QSB

<PAGE>

in the value of the bonds is directly related to the decline in market
conditions. Management does not feel that the first quarter results of
operations are indicative of the expected full-year results as the
partnership write-off is a one-time charge and it is expected that the market
will recover.

During the three-month periods ended September 30, 1999 and September 30,
1998, the Company incurred operating, general and administrative costs of
approximately $37,600 and 34,200, respectively. The Company had losses before
any income tax benefit for the three-month period ended September 30, 1999 of
approximately $36,300 as compared with $182,300 for the three-month period
ended September 30, 1998.

                           PART II. OTHER INFORMATION

Not Applicable.

                                 Page 11 of 12
                                  Form 10-QSB

<PAGE>

                            CAMBRIDGE HOLDINGS, LTD.

                                   FORM 10-QSB

                               SEPTEMBER 30, 1999

                                   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 10, 1999                      By: /s/ Gregory Pusey
                                          ---------------------------
                                          Gregory Pusey
                                          President, Treasurer and Director


                                 Page 12 of 12
                                  Form 10-QSB