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 March 31, 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 May 6, 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 March 31, 2002 and June 30, 2001......................... 4

Statements of Operations for the three and nine-month periods ended
March 31, 2002 and 2001....................................................... 5

Statements of Cash Flows for the nine-month periods ended
March 31, 2002 and 2001....................................................... 6

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

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

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

                                  Page 2 of 10
                                   Form 10-QSB
<PAGE>


                            Cambridge Holdings, Ltd.

                                   Form 10-QSB

                                 March 31, 2002



                          Part I. Financial Information

Item I. Consolidated Financial Statements
-----------------------------------------

The  accompanying  consolidated  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 consolidated  financial
statements.

In the opinion of management,  the consolidated 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 nine  months  ended  March  31,  2002 are not  necessarily
indicative of the results of operations  for the full year.  These  consolidated
financial  statements and related  footnotes  should be read in conjunction with
the  consolidated  financial  statements and footnotes  thereto  included in the
Company's Form 10-KSB filed with the Securities and Exchange  Commission for the
year ended June 30, 2001.

                                  Page 3 of 10
                                   Form 10-QSB

<PAGE>

<TABLE>
                            Cambridge Holdings, Ltd.
                                 Balance Sheets
<CAPTION>
                                                              March 31,      June 30,
                                                                2002           2001
                                                             (Unaudited)
                                                             -----------    -----------
<S>                                                          <C>            <C>
                                     Assets
                                     ------

Current:
  Cash and cash equivalents                                  $   975,275    $ 1,969,247
  Investment securities - available for sale                     331,541        255,895
  Notes receivable-related party                                 426,777        158,860
  Deferred tax asset                                              82,000         82,000
                                                             -----------    -----------

Total current assets                                           1,815,593      2,466,002
Investment in restricted equity securities, at cost              600,000           --
Property and equipment, net                                        6,036         15,636
                                                             -----------    -----------

                                                             $ 2,421,629    $ 2,481,638
                                                             ===========    ===========


                      Liabilities and Stockholders' Equity
                      ------------------------------------
Current liabilities:
  Accounts payable and accrued liabilities                   $     3,024    $     6,376
                                                             -----------    -----------

Stockholders' equity:
  Common Stock - $.025 par value, 15,000,000
    shares authorized:  3,029,870 shares issued and
    outstanding                                                   75,747         75,747
  Additional paid-in capital                                   2,997,292      2,997,292
  Accumulated (deficit)                                         (580,405)      (276,677)
  Net unrealized (loss) on securities
      available for sale                                         (74,029)      (321,100)
                                                             -----------    -----------

Total stockholders' equity                                     2,418,605      2,475,262
                                                             -----------    -----------


                                                             $ 2,421,629    $ 2,481,638
                                                             ===========    ===========
</TABLE>

                                  Page 4 of 10
                                   Form 10-QSB
<PAGE>

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


                                              Three months ended             Nine months ended
                                                    March 31,                     March 31,
                                              2002            2001           2002           2001
                                           -----------    -----------    -----------    -----------
<S>                                        <C>            <C>            <C>            <C>
Revenues:
Sale of real estate                        $      --      $      --      $      --      $ 1,300,000
Realized (losses) on sales of
       investment securities                  (245,447)       (13,382)      (241,689)       (14,350)
Interest and dividend income                     8,404         25,442         44,272         68,616
Collection of note receivable
       previously written off                     --             --             --           20,270
                                           -----------    -----------    -----------    -----------

Total revenues                                (237,043)        12,060       (197,417)     1,374,536
                                           -----------    -----------    -----------    -----------

Expenses:
   Cost of real estate sold                       --             --             --        1,057,304
   Operating, general and administrative        30,021         38,831        106,311        151,567
                                           -----------    -----------    -----------    -----------


Total expenses                                  30,021         38,831        106,311      1,208,871
                                           -----------    -----------    -----------    -----------


Net income (loss)                          $  (267,064)   $   (26,771)   $  (303,728)   $   165,665
   Other Comprehensive income (loss),
       net of income tax:
   Unrealized holding gains (losses)            22,735        (72,248)       247,071       (304,847)
                                           -----------    -----------    -----------    -----------

Comprehensive (loss)                       $  (244,329)   $   (99,019)   $   (56,657)   $  (139,182)
                                           ===========    ===========    ===========    ===========

Basic and diluted income (loss)
   per common share:                       $      (.09)   $      (.01)   $      (.10)   $       .05
                                           ===========    ===========    ===========    ===========
Weighted average number of
   shares outstanding                        3,029,870      3,029,870      3,029,870      3,029,870
</TABLE>


                                  Page 5 of 10
                                   Form 10-QSB
<PAGE>

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

<CAPTION>
                                                               Nine months ended
                                                                   March 31,
                                                               2002           2001
                                                               ----           ----
<S>                                                        <C>            <C>
Operating Activities:
   Net income (loss)                                       $  (303,728)   $   165,665
   Adjustments to reconcile net income (loss) to cash
     provided by (used in) operating activities:
       Depreciation and amortization                             9,600         13,344
       Realized losses on sales of marketable securities       241,689         14,350
   Changes in operating assets and liabilities:
     Prepaids and other                                           --          (12,930)
     Real estate development                                      --          939,199
     Accounts payable and accrued liabilities                   (3,352)         1,656


--------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities            (55,791)     1,121,284


--------------------------------------------------------------------------------------------
Investing activities:
  Purchase of investment securities                           (600,000)         1,224
  Purchases of property and equipment                             --           (3,188)
  Purchase of marketable securities                           (102,868)       (83,508)
  Proceeds from sales of marketable securities                  40,375         22,764
  Additions to note receivable-related party                  (267,917)       (45,559)
  (Decrease) in value of trading securities                     (7,771)          --

--------------------------------------------------------------------------------------------
Net cash (used in) investing activities                       (938,181)      (108,267)

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

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

--------------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents              (993,972)     1,013,017
Cash and cash equivalents, beginning of period               1,969,247        499,673


--------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                   $   975,275    $ 1,512,690

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


                                  Page 6 of 10
                                   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
-------------------------------

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
constitutes  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.  AspenBio has recently filed a registration  statement with
the Securities and Exchange Commission.  Included in the registration  statement
are  500,000  shares of AspenBio  stock  owned by the Company  which the Company
plans to distribute to its shareholders. The registration statement has not been
declared  effective and the  information in the prospectus will be amended prior
to completion.

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  $176,777 after an impairment
allowance  of  $351,023  at  March  31,  2002,  and is due  upon the sale of the
property.  The Zneimer Company and Mr. Zneimer personally  guaranteed  $366,400,
one half the  original  principal  amount  of the CVC Lot 19 note  issued to the
Company.  This  guarantee took place  simultaneously  with the conveyance of the
property  to the  limited  liability  company.  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
ranging from $5,550 to $6,000, currently on a month-to-month basis.

                                  Page 7 of 10
                                   Form 10-QSB
<PAGE>

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.

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

The Company is currently  considering other real estate development  activities,
as  well  as  other  business  opportunities.   In  addition  to  real  property
acquisitions,  the Company may consider the possible  acquisition  of, or merger
with,  another business  entity,  or other types of business  transactions.  The
Company  does not  intend  to limit  its  search  to  companies  in real  estate
activities.  A  substantial  amount of time may lapse and the Company may expend
considerable funds for consulting,  legal,  accounting and other fees before the
Company is able, if at all, to acquire other real estate interests or businesses
outside the real estate  industry.  From time to time, the Company also acquires
equity  securities,  which have a potential  for capital gains and losses or, in
some cases,  income potential.  The Company has no limitations on the percentage
of assets that may be invested in any one instrument, or type of investment, nor
is the  Company  limited in the types of real  estate in which the  Company  may
invest. The Company's determination of the method of operating and financing its
properties  is not  fixed,  and will,  instead  depend  on the type of  property
purchased and the Company's objective in operating the particular property.

For the nine-month period ended March 31, 2002,  operating  activities used cash
of $55,800.  The  majority  of cash was  consumed by the net loss of $303,700 in
excess of the losses of $241,700  realized on the sale of marketable  securities
during the period.

Cash used in investing  activities  was $938,200  during the  nine-month  period
ended  March  31,  2002.  The  Company  used  $600,000  to  purchase  investment
securities and $102,900 to purchase marketable  securities - available for sale,
net of $40,400 generated from the sale of marketable securities. A $250,000 loan
was made to Advanced  Nutracueticals,  a related party and approximately $17,900
was  advanced  against  the CVC Lot 19 home and the value of trading  securities
decreased by $7,800.

There were no financing activities during the nine-month periods ended March 31,
2002 and 2001.
                                  Page 8 of 10
                                   Form 10-QSB
<PAGE>

At March 31,  2002,  the Company had cash and cash  equivalents  of $975,300 and
working capital of $1,812,600.  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  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.

During   January   2002,   the  Company   made  a  $250,000   loan  to  Advanced
Nutraceuticals, Inc. ("ANI"). The 7% note matures in one year and is convertible
at the option of the Company  into  shares of ANI common  stock at $1 per share.
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.
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.

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

For the nine-month  periods ended March 31, 2002 and 2001,  other  comprehensive
income  (loss),  net of tax consisted of unrealized  holding gains and losses on
investment securities held for resale. There was no income tax effect associated
with the period end balances.

Results of Operations
---------------------

Nine Month Period Ended March 31, 2002 compared to Nine Month Period Ended March
31, 2001
--------------------------------------------------------------------------------

The Company's  revenues for the  nine-month  period ended March 31, 2002 totaled
approximately $44,300 consisting of interest on temporary cash on hand and other
money market  instruments.  The Company  realized  losses on sales of marketable
securities of $241,700.  Revenues for the nine-month period ended March 31, 2001
totaled approximately  $1,375,000,  consisting of proceeds from the sale of real
estate of $1,300,000,  interest on temporary cash on hand and other money market
instruments of $69,000 offset by realized losses on marketable security sales of
$14,000.  The Company  received $20,300 in collections on a note receivable that
had been previously written off.

During the  nine-month  periods  ended  March 31, 2002 and March 31,  2001,  the
Company incurred  operating,  general and administrative  costs of approximately
$106,300  and  $151,600,  respectively.  The cost of the real estate sold in the
nine months ended March 31, 2001 was $1,057,300.  The Company had a net loss for
the nine-month period ended March 31, 2002 of approximately $303,700 as compared
with net income of $165,700 for the nine-month period ended March 31, 2001.


                           Part II. Other Information
Not Applicable.

                                  Page 9 of 10
                                   Form 10-QSB
<PAGE>

                            Cambridge Holdings, Ltd.


                                   Form 10-QSB

                                 March 31, 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.



May 8, 2002                             By:   /s/ Gregory Pusey
                                              ----------------------------------
                                              Gregory Pusey
                                              President and Director


                                  Page 10 of 10
                                   Form 10-QSB