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, 2003

()   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 For the transition period from _____________ TO ______________

Commission file number 0-12962

                            Cambridge Holdings, Ltd.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


            Colorado                                     84-0826695
 -------------------------------            ------------------------------------
 (State or other jurisdiction of            (IRS Employer Identification Number)
 incorporation or organization)

    106 S. University Blvd. #14
         Denver, Colorado                                               80209
----------------------------------------                              ----------
(Address of principal executive offices)                              (Zip Code)


Issuer's telephone number, including area code (303) 722-4008
                                               --------------


Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.      Yes X     No
                                                                  ---      ---

State the number of shares outstanding of each of the Issuer's classes of common
stock, as of the latest practicable date.


           Class                                      Outstanding at May 9, 2003
Common Stock, $.025 par value                                  3,029,870


<PAGE>

                            Cambridge Holdings, Ltd.
                                   Form 10-QSB

                                Table of Contents


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

Balance Sheets as of March 31, 2003 and June 30, 2002..............        4

Statements of Operations for the three and nine-month periods
ended March 31, 2003 and 2002......................................        5

Statements of Cash Flows for the nine-month periods ended
March 31, 2003 and 2002............................................        6

Notes to Consolidated Financial Statements.........................       7-9

Management's Discussion and Analysis of Financial Condition
and Results of Operations..........................................      10-11

Controls and Procedures............................................      11-12

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

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

Certifications.....................................................      14-17

                                  Page 2 of 17
<PAGE>

                            Cambridge Holdings, Ltd.

                                   Form 10-QSB

                                 March 31, 2003



                          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 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 nine  months  ended  March  31,  2003 are not  necessarily
indicative  of the  results of  operations  for the full year.  These  financial
statements  and  related  footnotes  should  be read  in  conjunction  with  the
financial statements and footnotes thereto included in the Company's Form 10-KSB
filed with the  Securities  and Exchange  Commission for the year ended June 30,
2002.

                                  Page 3 of 17
<PAGE>

<TABLE>
                            Cambridge Holdings, Ltd.
                                 Balance Sheets
<CAPTION>
                                                              March 31,       June 30,
                                                                2003            2002
                                                             (Unaudited)
                                                             -----------    -----------
<S>                                                          <C>            <C>
                                     Assets
                                     ------

Current:
  Cash and cash equivalents                                  $   351,615    $   408,756
  Investment securities - available for sale                     930,522        600,000
  Investment securities - restricted                           2,075,000        923,832
  Notes receivable-related party                                    --          400,000
  Interest receivable-related party                                 --            8,750
  Deferred tax asset                                              82,000         82,000
                                                             -----------    -----------

Total current assets                                           3,439,137      2,423,338
Property and equipment, net                                       60,499          4,225
                                                             -----------    -----------

                                                             $ 3,499,636    $ 2,427,563
                                                             ===========    ===========


                      Liabilities and Stockholders' Equity
                      ------------------------------------
Current liabilities:
  Accounts payable and accrued liabilities                   $     5,116    $     9,186
                                                             -----------    -----------

Commitments and contingencies:


Stockholders' equity:
  Common Stock - $.025 par value, 15,000,000
    shares authorized:  3,029,870 shares
    outstanding                                                   75,747         75,747
  Additional paid-in capital                                   2,997,292      2,997,292
  Accumulated (deficit)                                         (758,569)      (577,901)
  Net unrealized gains (losses) on securities
      available for sale                                       1,180,050        (76,761)
                                                             -----------    -----------


Total stockholders' equity                                     3,494,520      2,418,377
                                                             -----------    -----------

                                                             $ 3,499,636    $ 2,427,563
                                                             ===========    ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                  Page 4 of 17
<PAGE>

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

                                                       Three months ended             Nine months ended
                                                            March 31,                     March 31,
                                                    -------------------------    --------------------------
                                                       2003           2002           2003          2002
                                                    -----------   -----------    -----------    -----------
<S>                                                 <C>           <C>            <C>            <C>
Revenues:
Realized gains (losses) on sales of
       investment securities                        $     9,798   $  (245,447)   $     7,505    $  (241,689)
Interest and dividend income                              3,674         8,404         18,825         44,272
Gain from LLC investment                                 44,120          --           44,120           --
                                                    -----------   -----------    -----------    -----------

Total revenues                                           57,592      (237,043)        70,450       (197,417)
                                                    -----------   -----------    -----------    -----------

Expenses:
   Operating, general and administrative                 39,515        30,021        101,118        106,311
                                                    -----------   -----------    -----------    -----------



Net income (loss)                                   $    18,077   $  (267,064)   $   (30,668)   $  (303,728)

   Other Comprehensive income,
       net of income tax:
   Unrealized holding gains                           1,226,591        22,735      1,256,811        247,071
                                                    -----------   -----------    -----------    -----------

Comprehensive gain (loss)                           $ 1,244,668   $  (244,329)   $ 1,226,143    $   (56,657)
                                                    ===========   ===========    ===========    ===========

Basic and diluted income (loss) per common share:   $       .01   $      (.09)   $      (.01)   $      (.10)
                                                    ===========   ===========    ===========    ===========

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

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

          See accompanying notes to consolidated financial statements.

                                  Page 5 of 17
<PAGE>

<TABLE>
                            Cambridge Holdings, Ltd.
                      Statements of Cash Flows (Unaudited)
<CAPTION>
                                                                    Nine months ended
                                                                        March 31,
                                                                  2003            2002
                                                               -----------    -----------
<S>                                                            <C>            <C>
Operating Activities:
   Net (loss)                                                  $   (30,668)   $  (303,728)
   Adjustments to reconcile net (loss) to cash
     provided by (used in) operating activities:
       Depreciation and amortization                                 8,107          9,600
       Gain on sale of equipment                                   (27,336)          --
       Gain on sale of LLC investment                              (44,120)          --
   Realized (gains) losses on sales of marketable securities        (7,505)       241,689
   Changes in operating assets and liabilities:
     Accounts payable and accrued liabilities                       (4,070)        (3,352)

-----------------------------------------------------------------------------------------
Net cash (used in) operating activities                           (105,592)       (55,791)


-----------------------------------------------------------------------------------------
Investing activities:
   Purchase of investment securities                                  --         (600,000)
   Purchase of marketable securities                              (227,966)      (102,868)
   Proceeds from sales of marketable securities                    127,169         40,375
   Decrease (increase) in note receivable-related party            200,000       (267,917)
  (Decrease) in value of trading securities                        (13,707)        (7,771)
   Proceeds from sale of equipment                                  28,000           --
   Purchase of fixed assets                                        (65,045)          --

-----------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities                 48,451       (938,181)


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


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


(Decrease) in cash and cash equivalents                            (57,141)      (993,972)
Cash and cash equivalents, beginning of period                     408,756      1,969,247


-----------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                       $   351,615    $   975,275

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

          See accompanying notes to consolidated financial statements.

                                  Page 6 of 17

<PAGE>

                            Cambridge Holdings, Ltd.
                   Notes to Consolidated Financial Statements

Note 1 - Convertible Note Investment

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

Note 2 - Common Stock Investment

In December 2001 the Company acquired securities of AspenBio,  Inc. ("AspenBio")
for $600,000. The Company received 1,000,000 common shares (which constituted at
that time  approximately  11% of the  outstanding  common stock of AspenBio) and
330,000 warrants to purchase  AspenBio common stock  exercisable at $1 per share
expiring January 1, 2007.  Certain directors,  officers,  and consultants of the
Company  also  received an aggregate  of 530,000  warrants to purchase  AspenBio
common stock with the same terms.  In September  2002,  the Company  completed a
distribution to its shareholders of 496,296 shares of the AspenBio stock,  which
was  recorded by the Company as a dividend at the shares'  then  estimated  fair
value of $150,000.

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.

Note 3 - Recent Accounting Pronouncements

Accounting  for Asset  Retirement  Obligations - In August 2001, the FASB issued
Statement 143,  Accounting for Asset  Retirement  Obligations  (SFAS 143).  This
statement  requires entities to record a liability for the estimated  retirement
and removal costs of assets used in their business. The liability is recorded at
its  fair  value,  with a  corresponding  asset  that is  depreciated  over  the
remaining  useful life of the long-lived  asset to which the liability  relates.
Period expenses will also be recognized for changes in the original value of the
liability as a result of the passage of time and  revisions in the  undiscounted
cash flows required to satisfy the  obligation.  The provisions of Statement 143
are effective for fiscal years  beginning  after June 15, 2002.  The adoption of
this standard did not have a material impact on the Company's financial position
or results of operations.

                                  Page 7 of 17
<PAGE>

                            Cambridge Holdings, Ltd.
                   Notes to Consolidated Financial Statements

Accounting for Costs Associated with Exit or Disposal Activities - In July 2002,
the FASB issued  Statement  146,  Accounting for Costs  Associated  with Exit or
Disposal  Activities.  This  statement  requires  entities  to  recognize  costs
associated with exit or disposal activities when liabilities are incurred rather
than when the entity commits to an exit or disposal plan, as currently required.
Examples of costs covered by this guidance include one-time employee termination
benefits,  costs to  terminate  contracts  other than capital  leases,  costs to
consolidate  facilities or relocate employees and certain other exit or disposal
activities.  This  statement  is  effective  for fiscal  years  beginning  after
December 31, 2002,  and will impact any exit or disposal  activities the Company
initiates after that date.

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

Stock-Based Employee  Compensation - In December 2002, the FASB issued Statement
148 (SFAS 148),  Accounting  for  Stock-Based  Compensation  --  Transition  and
Disclosure  -- an Amendment of FASB  Statement  No. 123, to provide  alternative
transition  methods  for a voluntary  change to the fair value  based  method of
accounting for stock-based employee compensation.  In addition,  SFAS 148 amends
the disclosure requirements of SFAS 123 to require prominent disclosures in both
annual and  interim  financial  statements  about the method of  accounting  for
stock-based  employee  compensation and the pro-forma effect on reported results
of applying  the fair value based method for  entities  which use the  intrinsic
value method of accounting. This statement is effective for financial statements
for fiscal years ending after  December 15, 2002 and is effective  for financial
reports containing  condensed financial statements for interim periods beginning
after December 15, 2002 with earlier application permitted. The Company does not
plan a change to the  fair-value  based  method of  accounting  for  stock-based
employee  compensation and has included the disclosure  requirements of SFAS 148
in the accompanying financial statements.

                                  Page 8 of 17
<PAGE>

                            Cambridge Holdings, Ltd.
                   Notes to Consolidated Financial Statements

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

Variable   Interest   Entities  -  In  January   2003,   the  FASB  issued  FASB
Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities. FIN
46  clarifies  the   application  of  Accounting   Research   Bulletin  No.  51,
Consolidated  Financial  Statements,  for  certain  entities  which  do not have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional  subordinated financial support from other parties or in which equity
investors do not have the  characteristics  of a controlling  financial interest
("variable interest  entities").  Variable interest entities will be required to
be  consolidated  by their primary  beneficiary.  The primary  beneficiary  of a
variable  interest  entity is determined to be the party that absorbs a majority
of the entity's expected losses, receives a majority of its expected returns, or
both,  as  a  result  of  holding  variable  interests,   which  are  ownership,
contractual,  or  other  pecuniary  interests  in  an  entity.  FIN  46  applies
immediately to variable interest entities created after January 31, 2003, and to
variable interest entities in which an enterprise obtains an interest after that
date. It applies in the first fiscal year or interim period beginning after June
15, 2003, to variable  interest entities in which an enterprise holds a variable
interest  that it acquired  before  February  1, 2003.  FIN 46 applies to public
enterprises as of the beginning of the applicable  interim or annual period. The
Company is in the process of  determining  what impact,  if any, the adoption of
the  provisions of FIN 46 will have upon its  financial  condition or results of
operations.

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

                                  Page 9 of 17
<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

The information set forth in "Management's  Discussion and Analysis of Financial
Condition and Results of Operations" below includes "forward looking statements"
within the meaning of Section 27A of the  Securities  Act, and is subject to the
safe harbor created by that section.  Factors that could cause actual results to
differ materially from these contained in the forward looking statements are set
forth in  "Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations."

Liquidity and Capital Resources
-------------------------------

During 1997, the Company purchased from an unaffiliated  seller,  raw land in an
area known as Cordillera Valley Club in Eagle County, Colorado west of Vail. The
land was  conveyed  to a limited  liability  company  in which the  Company is a
member with a 50% interest (CVC Lot 19 LLC).  Subsequent  funds  conveyed by the
Company to the LLC were recorded as notes receivable from a related party on the
Company's  balance sheet. The lot was developed with a luxury residence that was
completed in early 1998.

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

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

                                  Page 10 of 17
<PAGE>

For the nine-month period ended March 31, 2003,  operating  activities used cash
of $105,592.  The net loss of $30,700  combined with the non-cash gains from the
sale of assets comprised the majority of cash used.

Cash provided by investing  activities was $48,451 during the nine-month  period
ended March 31, 2003. The Company generated $127,200 from the sale of marketable
securities in addition to the $228,000  proceeds from the sale of assets.  These
amounts were offset by purchases of investment securities of $241,700.

There were no financing activities during the nine-month periods ended March 31,
2003 and 2002.

At March 31,  2003,  the Company had cash and cash  equivalents  of $351,600 and
working capital of $3,434,000.  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 nine-month  periods ended March 31, 2003 and 2002,  other  comprehensive
income  (loss)  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, 2003 compared to Nine Month Period Ended March
--------------------------------------------------------------------------------
31, 2002
--------

The Company's  revenues for the  nine-month  period ended March 31, 2003 totaled
approximately $70,500 consisting of interest on temporary cash on hand and other
money  market  instruments  of $18,800,  realized  gains on sales of  marketable
securities  of $7,500 and the gain from the sale of CVC Lot 19, LLC of  $44,120.
The Company's  revenues for the nine-month period ended March 31, 2002 consisted
of  approximately  $44,300 of interest on temporary cash on hand and other money
market  instruments.   The  Company  realized  losses  on  sales  of  marketable
securities in the nine-month period ended March 31, 2002 of $241,700.

During the  nine-month  periods  ended  March 31, 2003 and March 31,  2002,  the
Company incurred  operating,  general and administrative  costs of approximately
$101,100  and  $106,300,  respectively.  The  Company  had a net  loss  for  the
nine-month period ended March 31, 2003 of approximately $30,700 as compared with
a net loss of $303,700 for the nine-month period ended March 31, 2002.

Item 3.  Controls and Procedures

(a)  Evaluation of Disclosure Controls and Procedures

                                  Page 11 of 17
<PAGE>


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

Item 6. Exhibits and Reports on Form 8-K

          (a)  Exhibits 99.1 and 99.2 are furnished.

          (b)  Reports on Form 8-K

               None

                                  Page 12 of 17

<PAGE>


                            Cambridge Holdings, Ltd.



                                   Form 10-QSB

                                 March 31, 2003



                                   Signatures

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                            CAMBRIDGE HOLDINGS, LTD.



May 15, 2003                By:   /s/ Gregory Pusey
                                  ----------------------------------------------
                                   Gregory Pusey
                                   President

May 15, 2003                By:    /s/ Jeffrey G. McGonegal
                                   ---------------------------------------------
                                   Jeffrey G. McGonegal
                                   Senior Vice President-Chief Financial Officer

                                  Page 13 of 17
<PAGE>


                   10-QSB for the Quarter Ended March 31, 2003

                                  CERTIFICATION

     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 14 of 17
<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:  May 15, 2003                  By:  /s/ Gregory Pusey
                                          ------------------------------------
                                          Gregory Pusey
                                          President and Chief Executive Officer

                                  Page 15 of 17
<PAGE>

                   10-QSB for the Quarter Ended March 31, 2003

                                  CERTIFICATION

     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 16 of 17
<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:  May 15, 2003           By:  /s/ Jeffrey G. McGonegal
                                   ---------------------------------------------
                                   Jeffrey G. McGonegal
                                   Senior Vice President-Chief Financial Officer


                                  Page 17 of 17