<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 MARCH 31, 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 April 23, 1999
Common Stock, $.025 par value                              3,080,870


<PAGE>

                            CAMBRIDGE HOLDINGS, LTD.
                                   FORM 10-QSB

                                TABLE OF CONTENTS

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

Balance Sheets as of March 31, 1999 and June 30, 1998...........  4 & 5

Statements of Operations for the nine month periods ended 
March 31, 1999 and March 31, 1998...............................      6

Statements of Cash Flows for the nine month periods ended 
March 31, 1999 and March 31, 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>

                                 Form 10-QSB
                                 Page 2 of 12
<PAGE>

                            CAMBRIDGE HOLDINGS, LTD.

                                   FORM 10-QSB

                                 MARCH 31, 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, 1998.



                                 Form 10-QSB
                                 Page 3 of 12
<PAGE>

                            CAMBRIDGE HOLDINGS, LTD.
                                  BALANCE SHEET

<TABLE>
<CAPTION>
                                                                  MARCH 31,            JUNE 30,
                                                                    1999                 1998
                                                                (Unaudited)
<S>                                                             <C>                 <C>
   ASSETS
CURRENT:
  Cash and cash equivalents                                     $ 1,360,711         $ 1,674,523
  Investment securities - available for sale, net
     allowance for potential losses of $102,000                     353,907             570,848
  Investment in Partnership                                               -             101,278
  Notes receivable-related party                                    864,872             774,303
  Convertible notes receivable                                       40,000              42,500
  Prepaids and other                                                 36,711              43,212
  Real estate developments                                          939,199             939,199
  Deferred Income Tax                                                48,000                   -
-----------------------------------------------------------------------------------------------
Total current assets                                              3,643,400           4,145,863
-----------------------------------------------------------------------------------------------
LONG-TERM ASSETS
  Fixed assets                                                       34,896             38,600
-----------------------------------------------------------------------------------------------
                                                                $ 3,678,296         $ 4,184,463
-----------------------------------------------------------------------------------------------

</TABLE>

                                 Form 10-QSB
                                 Page 4 of 12


<PAGE>

                            CAMBRIDGE HOLDINGS, LTD.
                                  BALANCE SHEET

<TABLE>
<CAPTION>
                                                                  MARCH 31,            JUNE 30,
                                                                    1999                 1998
                                                                (Unaudited)
<S>                                                             <C>                 <C>
   LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accrued liabilities                                           $    13,002         $    12,393
  Deferred income taxes                                                   -               6,054
  Notes Payable                                                     667,076             670,789
-----------------------------------------------------------------------------------------------
Total current liabilities                                           680,078             689,236
-----------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY:
  Common Stock - $.025 par value, 15,000,000 shares 
  authorized: 3,080,870 shares issued and outstanding as 
  of March 31, 1999 and 3,398,400 shares issued and 
  outstanding as of June 30, 1998                                    75,652              84,960
  Additional paid-in capital                                      2,995,659           3,177,735
  Retained earnings                                                  44,360             221,992
  Net unrealized gain (loss) on investment
     securities available for sale                                 (117,453)             10,540
-----------------------------------------------------------------------------------------------
Total stockholders' equity                                        2,998,218           3,495,227
-----------------------------------------------------------------------------------------------
                                                                $ 3,678,296         $ 4,184,463
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------

</TABLE>

                                 Form 10-QSB
                                 Page 5 of 12

<PAGE>

                            CAMBRIDGE HOLDINGS, LTD.
                            STATEMENTS OF OPERATIONS
                                 (unaudited)

<TABLE>
<CAPTION>
                                       THREE MONTHS      THREE MONTHS       NINE MONTHS       NINE MONTHS
                                           ENDED             ENDED             ENDED             ENDED
                                       MAR. 31, 1999     MAR. 31, 1998     MAR. 31, 1999     MAR. 31, 1998
<S>                                    <C>               <C>               <C>               <C>
REVENUES:
  Gain (loss) on sales of
    investment securities                    87,655                 -             86,413           (11,376)
  Unrealized Gains (losses) on
     securities held for trading              1,374                 -            (27,555)                -
  Loss on write-down of
     partnership investment                       -                 -           (101,278)                -
  Interest and dividend income               22,060            14,857             38,594            70,600
-----------------------------------------------------------------------------------------------------------
Total revenues                              111,089            14,857             (3,826)           59,224
-----------------------------------------------------------------------------------------------------------

EXPENSES:
  Operating, general, and
  administrative                             38,974            38,430            128,637           114,503
  Interest                                   15,028            15,137             45,168            40,421
-----------------------------------------------------------------------------------------------------------
Total expenses                               54,002            53,567            173,805           154,924
-----------------------------------------------------------------------------------------------------------
NET INCOME (LOSS)                         $  57,087         $ (38,710)        $ (177,631)        $ (95,700)
OTHER COMPREHENSIVE INCOME,
    NET OF TAX:
  Unrealized holding
    gains (losses)                           (4,948)                -            (72,046)                -
-----------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME (LOSS)               $  52,139         $ (38,710)        $ (249,677)        $ (95,700)
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
BASIC AND DILUTED INCOME (LOSS)
  PER COMMON SHARE:                       $     .02         $    (.01)        $     (.08)        $    (.03)
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF
  COMMON AND COMMON EQUIVALENT
  SHARES OUTSTANDING                      3,157,629         3,398,400          3,302,031         3,398,400
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------

</TABLE>

                                 Form 10-QSB
                                 Page 6 of 12
<PAGE>

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

<TABLE>
<CAPTION>
                                                                 NINE MONTHS         NINE MONTHS
                                                                    ENDED               ENDED
                                                                MAR. 31, 1999       MAR. 31, 1998
<S>                                                             <C>                 <C>
OPERATING ACTIVITIES:
  Net income (loss)                                             $  (177,631)        $    (95,700)
  Adjustment to reconcile net income (loss)
    to cash provided by operating activities:
  Realized (gains) losses on sales of investment
    securities                                                      (86,413)              11,376
    Depreciation and amortization                                    10,025               11,942
  Loss on write-down of investments                                 101,278                    -
Changes in operating assets and liabilities:
      Prepaids and other                                              6,502              120,475
      Accounts payable and accrued liabilities                          609                4,540
-------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN)
   OPERATING ACTIVITIES                                            (145,630)              52,633
-------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
  Purchase of land                                                        -             (561,398)
  Purchase of investment securities                                (140,124)          (1,077,121)
  Proceeds from sales of investment securities                      261,430              141,445
  Collections on note receivable                                      2,500              382,500
  Purchase of note receivable-related party                         (90,569)            (398,606)
  Purchase of automobile                                                  -              (43,657)
  Purchase of fixed assets                                           (6,322)              (5,332)
-------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED
  IN) INVESTING ACTIVITIES                                           26,915           (1,562,169)
-------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
  Principal payments on notes payable                                (3,713)              (3,028)
  Proceeds from Note Payable                                              -              675,000
  Proceeds from exercise of stock options                             3,437                3,200
  Payments for repurchases of stock                                (194,821)
-------------------------------------------------------------------------------------------------
Net cash provided by (used in)                                     (195,097)             675,172
      financing activities                                                          
-------------------------------------------------------------------------------------------------
DECREASE IN CASH                                                   (313,812)            (834,364)
CASH AND CASH EQUIVALENTS,
  beginning of period                                             1,674,523            1,640,216
-------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS,
  end of period                                                 $ 1,360,711         $    805,852
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------

</TABLE>

                                 Form 10-QSB
                                 Page 7 of 12
<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 those 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 quarter ended December 31, 1998, the Company commenced an offer to 
its shareholders to tender shares of the Company's common stock to the 
Company at a price of $.45 per Share. The tender offer was concluded during 
the quarter ended March 31, 1999. The Company purchased 382,370 shares for a 
total of $172,066 in the tender offer.

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. 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 
Company is likely to incur a loss in these transactions and may be 
constrained in its ability to engage in other transactions.

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 type of business 
transactions. The Company does not intend to limit its search to companies in 
real estate activities.

For the nine month period ended March 31, 1999, operating activities used 
cash of $145,600. Prepaid expenses decreased by approximately $6,500 in the 
nine month period ended March 31, 1999. The Company recorded depreciation on 
fixed assets of $10,000. Accounts payable and accrued liabilities increased 
by $600.

The Company wrote-down the value of an investment which was determined to be 
worthless for $101,300. The Company is considering taking legal action 
regarding this investment; however the recovery of any amounts is uncertain.

The prices of the securities held by the Company are often highly volatile. 
In addition, trading in these securities may be thin or there may be other 
impediments to, or restrictions on transfer.

                                 Form 10-QSB
                                 Page 8 of 12

<PAGE>

Cash provided by investing activities was $26,900 during the nine month 
period ended March 31, 1999, of which approximately $90,600 was loaned to 
related parties, CVC #19 LLC and CVC #2 LLC, and $2,500 was received from the 
collection of notes receivable.

Financing activities during the nine month period ended March 31, 1999 used 
cash of $195,100 of which $3,400 was generated from the exercise of stock 
options net of repurchases and $3,700 was used for principal payments on 
notes payable. The Company repurchased 382,370 shares of its stock for a 
total of $172,100 and incurred costs related to the repurchase of $22,700.

At March 31, 1999, the Company had cash and cash equivalents of $1,360,700 
and working capital of $2,963,300. The Company believes that its working 
capital is adequate for its currently anticipated real estate expenditures. 
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.

NET INCOME (LOSS) PER SHARE

Through June 30, 1998 the Company followed the provisions of Accounting 
Principles Board Opinion (APB) No. 15, "Earnings Per Share". Effective for 
the year that will end June 30, 1998, the Company implemented Statement of 
Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share". SFAS No. 
128 provides for the calculation of "Basic" and "Diluted" earnings per share. 
Basic earnings per share includes no dilution and is computed by dividing 
income available to common stockholders by the weighted average number of 
common shares outstanding for the period. Diluted earnings per share reflects 
the potential dilution of securities that could share in the earnings of an 
entity, similar to fully diluted earnings per share. In loss periods, 
dilutive common equivalent shares are excluded as the effect would be 
anti-dilutive. Basic and diluted earnings per share are the same for all 
periods presented.

Options to purchase 160,000 shares of common stock were not included in the 
computation of diluted EPS because their effect was anti-dilutive for the 
nine months ended March 31, 1999. None of the options were exercised as of 
the date of this filing.

NEW ACCOUNTING PRONOUNCEMENTS

Effective July 1,1998, Cambridge Holdings, Ltd. adopted FASB Statement No. 
130, REPORTING COMPREHENSIVE INCOME. Statement No. 130 requires the reporting 
of comprehensive income in addition to net income from operations. 
Comprehensive income is a more inclusive financial reporting methodology that 
includes disclosure of certain financial information that historically has 
not been recognized in the calculation of net income.

                                 Form 10-QSB
                                 Page 9 of 12
<PAGE>

The Company at the end of the quarter held securities classified as 
available-for-sale, which have unrealized losses of $117,453 before tax. The 
before tax and after tax amount for the securities held, as well as the tax 
(expense)/benefit of those securities held at March 31, 1999 is presented 
below.

<TABLE>
<CAPTION>
                                                                  Tax
                                                  Before        (Expense)/    After
Nine months ended March 31, 1999                    Tax           Benefit      Tax
                                                  ------        ----------    -----
<S>                                              <C>            <C>          <C>
Unrealized holding losses                        $(117,453)     $ 45,407     $(72,046)
Reclassification adjustment for
  Gains/losses included in net income                    -             -            -
                                                 ----------     --------     ---------
                                                 $(117,453)     $ 45,407     $(72,046)
                                                 ----------     --------     ---------
                                                 ----------     --------     ---------

</TABLE>

Also, in June 1997, FASB issued SFAS No. 131, "Disclosures about Segments of 
an Enterprise and Related Information" which supersedes SFAS No. 14, 
"Financial Reporting for Segments of a Business Enterprise." SFAS No. 131 
establishes standards for the way that public companies report information 
about operating segments in annual financial statements and requires 
reporting of selected information about operating segments in interim 
financial statements issued to the public. It also establishes standards for 
disclosures regarding products and services, geographic areas and major 
customers. SFAS No. 131 defines operating segments as components of a company 
about which separate financial information is available that is evaluated 
regularly by the chief operating decision maker in deciding how to allocate 
resources and in assessing performance.

In February 1998, the FASB issued SFAS No. 132, "Employer' Disclosures about 
adopted Pensions and Other Postretirement Benefits" which standardizes the 
disclosure requirements for pensions and other postretirement benefits and 
requires additional information on changes in the benefit obligations and 
fair values of plan assets that will facilitate financial analysis. SFAS No. 
132 is effective for years beginning after December 15, 1997 and requires 
comparative information for earlier years to be restated, unless such 
information is not readily available. Management believes the adoption of 
this statement will have no material impact on the Company's financial 
statements.

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative 
Instruments and Hedging Activities" which requires companies to record 
derivatives on the balance sheet as assets or liabilities, measured at fair 
market value. Gains or losses resulting from changes in the values of those 
derivatives would be accounted for depending on the use of the derivative and 
whether it qualifies for hedge accounting. The key criterion for hedge 
accounting is that the hedging relationship must be highly effective in 
achieving offsetting changes in fair value or cash flows. SFAS No. 133 is 
effective for fiscal years beginning after June 15, 1999. Management believes 
the adoption of this statement will have no material impact on the Company's 
financial statements.

                                 Form 10-QSB
                                Page 10 of 12

<PAGE>

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 
should not pose significant operational problems. The Company's accounting 
software program as well as other office software is expected to be upgraded 
during 1999 to be year 2000 compliant. The Company estimates that the cost of 
the upgrades will be approximately $1,000. The Company is expected to review 
the status of the year 2000 issues with its financial institutions.

RESULTS OF OPERATIONS.

NINE MONTH PERIOD ENDED MARCH 31, 1999 COMPARED TO NINE MONTH PERIOD ENDED 
MARCH 31, 1998

The Company's revenues for the three month period ended March 31, 1999 
totaled approximately $111,100 consisting of interest on temporary cash on 
hand and other money market instruments of $22,100, unrealized gains on 
securities held for trading of $1,400 and gains on sales of investment 
securities of $87,600. Revenues for the three month period ended March 31, 
1998 totaled approximately $14,900, which consisted of interest and dividend 
receipts.

During the nine month period ended March 31, 1999, 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 $27,600 compared to $0 for the 
nine months ended March 31, 1998. The investment written off during the 
quarter was an investment in a partnership that management considers to be 
worthless. The decrease in the value of the bonds is directly related to the 
decline in market conditions. Management does not believe that the nine month 
results of operations are indicative of the expected full-year results as the 
partnership write-off is a one-time charge.

During the nine month periods ended March 31, 1999 and March 31, 1998, the 
Company incurred operating, general and administrative costs of approximately 
$128,600 and $114,500 respectively. The Company had losses before any income 
tax benefit for the nine month period ended March 31, 1999 of approximately 
$177,600 as compared with $95,700 for the nine month period ended March 31, 
1998.

                           PART II. OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

During the quarter ended December 31, 1998, the Company commenced an offer to 
its shareholders to tender shares of the Company's common stock to the 
Company at a price of $.45 per Share. The tender offer was concluded in the 
quarter ended March 31, 1999. The Company purchased 382,370 shares for a 
total of $172,066 in the tender offer.

                                 Form 10-QSB
                                 Page 11 of 12

<PAGE>

                             CAMBRIDGE HOLDINGS, LTD.

                                  FORM 10-QSB

                                 MARCH 31, 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.


May 12, 1999                           By: /s/ Gregory Pusey 
                                          ---------------------------------
                                          Gregory Pusey
                                          President, Treasurer and Director


                                 Form 10-QSB
                                 Page 12 of 12