Form 10-QSB

                     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, 2002

( )  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 8, 2002
     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, 2002 and June 30, 2002..................4

Statements of Operations for the three-month periods ended
September 30, 2002 and September 30, 2001..................................5

Statements of Cash Flows for the three-month periods ended
September 30, 2002 and 2001................................................6

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

Item 3. Controls and Procedures...........................................10

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

Signature Page............................................................10

Certification.............................................................11-12

                                  Page 2 of 12
                                   Form 10-QSB

<PAGE>

                            Cambridge Holdings, Ltd.

                                   Form 10-QSB

                               September 30, 2002



                          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, 2002 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,
2002.

                                  Page 3 of 12
                                   Form 10-QSB
<PAGE>

<TABLE>
                            Cambridge Holdings, Ltd.
                                 Balance Sheets
<CAPTION>

                                                            September 30,    June 30,
                                                                2002           2002
                                                             (Unaudited)
                                                             -----------    -----------
                                     Assets
                                     ------

<S>                                                          <C>            <C>
Current:
  Cash and cash equivalents                                  $   310,343    $   408,756
  Investment securities - available for sale                   1,372,382      1,523,832
  Notes receivable-related party                                 151,215        400,000
  Interest receivable-related party                               13,125          8,750
  Deferred tax asset                                              82,000         82,000
                                                             -----------    -----------

Total current assets                                           1,929,065      2,423,338
                                                             -----------    -----------

 Property and equipment, net                                      64,764          4,225
                                                             -----------    -----------

                                                             $ 1,993,829    $ 2,427,563
                                                             ===========    ===========


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

Current liabilities:
  Accounts payable and accrued liabilities                   $     3,861    $     9,186
                                                             -----------    -----------

Total current liabilities                                          3,861          9,186
                                                             -----------    -----------


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                                   2,697,292      2,997,292
  Accumulated (deficit)                                         (566,806)      (577,901)
  Net unrealized (losses) on securities
      available for sale                                        (216,265)       (76,761)
                                                             -----------    -----------


Total stockholders' equity                                     1,989,968      2,418,377
                                                             -----------    -----------

                                                             $ 1,993,829    $ 2,427,563
                                                             ===========    ===========
</TABLE>
                                  Page 4 of 12
                                   Form 10-QSB

<PAGE>

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

                                                         Three Months         Three Months
                                                             ended               ended
                                                      September 30, 2002   September 30, 2001
                                                          -----------         ------------
<S>                                                       <C>                  <C>
Revenues:
   Net realized gains on sales of investment securities   $    23,235          $     1,620
   Interest and dividend income                                 9,827               19,479
                                                          -----------          -----------
Total revenues                                                 33,062               21,099

Expenses:
   Operating, general, and administrative                      21,967               32,893
                                                          -----------          -----------


Total expenses                                                 21,967               32,893
                                                          -----------          -----------


Net Income (Loss)                                              11,095              (11,794)
Other Comprehensive income (loss),
       net of income tax-
   Unrealized holding gains (losses)                         (139,504)             (55,627)
                                                          -----------          -----------

Comprehensive Income (Loss)                               $  (128,409)         $   (67,421)
                                                          ===========          ===========


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

Weighted average number of
   common shares outstanding                                3,029,870            3,029,870
                                                          ===========          ===========
</TABLE>
                                  Page 5 of 12
                                   Form 10-QSB

<PAGE>

<TABLE>

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

                                                              Three Months      Three Months
                                                                 ended              ended
                                                             Sept. 30, 2002     Sept. 30, 2001
--------------------------------------------------------------------------------------------
<S>                                                            <C>               <C>
Operating Activities:
   Net income (loss)                                           $    11,095       $   (11,794)
   Adjustments to reconcile net income (loss) to cash
     provided by (used in) operating activities:
       Depreciation and amortization                                 3,652             3,200
       Proceeds from sale of equipment, net of gain                    854              --
       Purchase of fixed assets                                    (65,045)             --
       Realized (gains) on sales of marketable securities          (23,235)           (1,620)
   Changes in operating assets and liabilities:
     Prepaids and other                                             (4,375)             --
     Accounts payable and accrued liabilities                       (5,325)            7,974

--------------------------------------------------------------------------------------------
Net cash (used in) operating activities                            (82,379)           (2,240)

--------------------------------------------------------------------------------------------
Investing activities:
  Purchase of marketable securities                                (73,326)          (23,320)
  Proceeds from sales of marketable securities                      62,849             4,732
  Additions to note receivable-related party                        (1,215)          (10,951)
  Increase (decrease) in value of trading securities                (4,342)            3,311


--------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities                (16,034)          (26,228)

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

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



Increase (decrease) in cash and cash equivalents                   (98,413)          (28,468)
Cash and cash equivalents, beginning of period                     408,756         1,969,247

--------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                       $   310,343       $ 1,940,779

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

                                  Page 6 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  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 made 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 totaled  $151,200 after an impairment
allowance  of $382,400 at September  30,  2002,  and is due upon the sale of the
property.  . The Zneimer Company and Mr. Zneimer personally  guaranteed one half
the  original  principal  amount of the CVC Lot 19 note  issued  to the  Company
simultaneously  with the  conveyance  of the  property to the limited  liability
company.  The  Company  believes  that  collection  of this  guarantee  would be
doubtful.  Due to the delay on sale of the  property,  CVC Lot 19 LLC has rented
the  CVC  Lot 19  home  at a  monthly  rental  fee  of  $6,000,  currently  on a
month-to-month  basis.  The  house is  currently  listed  for sale by the LLC at
$1,395,000.

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 12
                                   Form 10-QSB
<PAGE>


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 of the Company, are also officers
of ANI and Mr. Pusey is a director of both companies.  These  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.

In December  2001 the Company  finalized an agreement to acquire  securities  of
AspenBio,  Inc. for  $600,000.  The Company  received  1,000,000  shares  (which
constituted at that time  approximately  11% of the outstanding  common stock of
AspenBio) and 360,000 warrants to purchase  AspenBio common stock exercisable at
$1 per share to January 1, 2007. Certain directors, officers, and consultants of
the Company also received an aggregate of 470,000 warrants to purchase  AspenBio
common stock with the same terms.  In September  2002,  the Company  completed a
distribution to its shareholders of 500,000 shares of the AspenBio stock.

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  may be  required  to pay  pursuant  to the
guarantee.  No amounts have been paid by the Company  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 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, 2002,  operating  activities used
cash of $82,400.  Approximately  $65,000 was used to purchase fixed assets. Gain
realized on the sale of marketable securities was $23,200. A decrease in accrued
liabilities  used cash of $5,300 and an increase in prepaid  assets used cash of
$4,400.

                                  Page 8 of 12
                                   Form 10-QSB
<PAGE>


Cash used in investing  activities  was $16,000  during the  three-month  period
ended  September  30,  2002.  The Company  used  $73,300 to purchase  marketable
securities. Proceeds from sales of marketable securities provided $62,800.

There  were  no  financing  activities  during  the  three-month  periods  ended
September 30, 2002 or 2001.

At September 30, 2002, the Company had cash and cash equivalents of $310,300 and
working capital of $1,925,200.  The Company believes that its working capital is
adequate for its present real estate and other business  activities 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  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,  2002  and  2001,   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, 2002 compared to Three Month Period Ended
--------------------------------------------------------------------------------
September 30, 2001
------------------

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.  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.

During the three-month  periods ended September 30, 2002 and September 30, 2001,
the  Company   incurred   operating,   general  and   administrative   costs  of
approximately  $22,000  and  $32,900,   respectively.   Operating,  general  and
administrative  costs in 2002 were $63,300 and were primarily costs for printing
and other proxy expenses  associated with the shareholder  meeting.  This amount
was offset by a gain on the sale of fixed  assets of $27,200.  The Company had a
net loss for the three-month  period ended  September 30, 2001 of  approximately
$11,800 as compared with net income of $11,100 for the three-month  period ended
September 30, 2002.
                                  Page 9 of 12
                                   Form 10-QSB
<PAGE>

Item 3. Controls and Procedures

(a)  Evaluation of Disclosure Controls and Procedures

The  management of the Company,  including the Chief  Executive  Officer and the
Chief Financial Officer, has conducted an evaluation of the effectiveness of the
Company's  disclosure  controls and procedures pursuant to Rule 13a-14 under the
Securities  Exchange Act of 1934 as of a date (the "Evaluation  Date") within 90
days prior to the filing  date of this  report.  Based on that  evaluation,  the
Chief Executive  Officer and the Chief Financial  Officer  concluded that, as of
the Evaluation  Date,  the Company's  disclosure  controls and  procedures  were
effective  in ensuring  that all  material  information  relating to the Company
required  to be filed in the  quarterly  report has been made known to them in a
timely manner.

(b)  Changes in Internal Controls

There have been no significant  changes made in the Company's  internal controls
or in other factors that could significantly affect internal controls subsequent
to the Evaluation Date.



                           Part II. Other Information
Not Applicable.


                           Cambridge Holdings, Ltd.

                                   Form 10-QSB

                               September 30, 2002



                                   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, 2002                        By:   /s/ Gregory Pusey
                                               ---------------------------------
                                               Gregory Pusey
                                               President, Treasurer and Director


November 13, 2002                        By:   /s/ Jeffrey G. McGonegal
                                               ---------------------------------
                                               Jeffrey G. McGonegal
                                               Senior Vice President-Finance and
                                               Chief Financial Officer


                                  Page 10 of 12
                                   Form 10-QSB



<PAGE>



                                  CERTIFICATION

     Each of the undersigned certifies that:

     1. I have  reviewed  this  quarterly  report on Form  10-QSB  of  Cambridge
Holdings, Ltd. (the "Company");

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of circumstances  under which such statements were
made,  not  misleading  with  respect  to the period  covered by this  quarterly
report; and

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
Company as of, and for, the periods presented in this quarterly report.

     4. The  Company's  other  certifying  officers  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Company and have:

          a) designed  such  disclosure  controls and  procedures to ensure that
     material  information  relating to the Company,  including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

          b) evaluated the  effectiveness of the Company's  disclosure  controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

          c)  presented  in this  quarterly  report  our  conclusions  about the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The Company's other certifying  officers and I have disclosed,  based on
our most recent evaluation, to the Company's auditors and the audit committee of
Company's board of directors (or persons performing the equivalent functions);

          a) all significant deficiencies in the design or operation of internal
     controls  which could  adversely  affect the  Company's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     Company's auditors any material weaknesses in internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
     other  employees  who have a  significant  role in the  Company's  internal
     controls; and


                                  Page 11 of 12
                                   Form 10-QSB
<PAGE>


     6. The Company's  other  certifying  officers and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 13, 2002                By: /s/ Gregory Pusey
                                           -------------------------------
                                           Gregory Pusey
                                           President and Chief Executive Officer


Date: November 13, 2002                By: /s/ Jeffrey G. McGonegal
                                           ------------------------------
                                           Jeffrey G. McGonegal
                                           Senior Vice President-Finance and
                                           Chief Financial Officer

                                  Page 12 of 12
                                   Form 10-QSB