<PAGE>


                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

       For the quarterly period ended DECEMBER 31, 2001

( ) 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                          80209
              Denver, Colorado                              (Zip Code)

(Address of principal executive offices)
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 February 4, 2002
  Common Stock, $.025 par value                             3,029,870



<PAGE>




                            CAMBRIDGE HOLDINGS, LTD.
                                   FORM 10-QSB

                                TABLE OF CONTENTS


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

Balance Sheets as of December 31, 2001 and June 30, 2001 .......................       4

Statements of Operations for the three and six-month periods ended
December 31, 2001 and 2000 .....................................................       5

Statements of Cash Flows for the six-month periods ended
December 31, 2001 and 2000 .....................................................       6

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

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

Signature Page .................................................................      11
</Table>



                                  Page 2 of 11
                                  Form 10-QSB
<PAGE>




                            CAMBRIDGE HOLDINGS, LTD.

                                   FORM 10-QSB

                                DECEMBER 31, 2001



                          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 six months ended December 31, 2001 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,
2001.


                                  Page 3 of 11
                                   Form 10-QSB
<PAGE>




                            CAMBRIDGE HOLDINGS, LTD.
                                 BALANCE SHEETS

<Table>
<Caption>
                                                            December 31,        June 30,
                                                                2001              2001
                                                            ------------      ------------
                                                             (Unaudited)
<S>                                                         <C>               <C>
                                                    ASSETS
CURRENT:
  Cash and cash equivalents                                 $  1,562,320      $  1,969,247
  Investment securities - available for sale                     297,058           255,895
  Notes receivable-related party                                 172,337           158,860
  Deferred tax asset                                              82,000            82,000
                                                            ------------      ------------

Total current assets                                           2,113,715         2,466,002
Investment in restricted equity securities, at cost              300,000                --
Property and equipment, net                                        9,236            15,636
                                                            ------------      ------------

                                                            $  2,422,951      $  2,481,638
                                                            ============      ============

                                    LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable and accrued liabilities                  $      6,402      $      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)                                         (559,726)         (276,677)
  Net unrealized (losses) on securities
      available for sale                                         (96,764)         (321,100)
                                                            ------------      ------------

Total stockholders' equity                                     2,416,549         2,475,262
                                                            ------------      ------------

                                                            $  2,422,951      $  2,481,638
                                                            ============      ============
</Table>




                                  Page 4 of 11
                                   Form 10-QSB
<PAGE>







                            CAMBRIDGE HOLDINGS, LTD.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<Table>
<Caption>
                                                        Three months ended               Six months ended
                                                           December 31,                     December 31,
                                                  ----------------------------      ----------------------------
                                                      2001             2000             2001             2000
                                                  -----------      -----------      -----------      -----------
<S>                                               <C>              <C>              <C>              <C>
REVENUES:
Sale of real estate                               $        --      $        --      $        --      $ 1,300,000
Realized gains (losses) on sales of
       investment securities                            2,138             (969)           3,758             (969)
Interest and dividend income                           16,388           28,689           35,868           43,175
Collection of Note Receivable
       previously written off                              --           15,270               --           20,270
                                                  -----------      -----------      -----------      -----------

Total revenues                                         18,526           42,990           39,626        1,362,476
                                                  -----------      -----------      -----------      -----------
EXPENSES:
   Cost of real estate sold                                --               --               --        1,057,304
   Operating, general, and administrative              42,963           45,485           75,857          112,736
   Realized loss from decline in
       market value of securities                     246,816               --          246,816               --
                                                  -----------      -----------      -----------      -----------

Total expenses                                        289,779           45,485          322,673        1,170,040
                                                  -----------      -----------      -----------      -----------

NET INCOME (LOSS)                                 $  (271,253)     $    (2,495)     $  (283,047)     $   192,436
   OTHER COMPREHENSIVE INCOME (LOSS),
       NET OF INCOME TAX:
   Unrealized holding gains (losses)                  279,963         (278,471)         224,336         (232,599)
                                                  -----------      -----------      -----------      -----------

COMPREHENSIVE INCOME (LOSS)                       $     8,710      $  (280,966)     $   (58,711)     $   (40,163)
                                                  ===========      ===========      ===========      ===========

BASIC AND DILUTED INCOME (LOSS)
   PER COMMON SHARE:                              $      (.09)             nil      $      (.09)     $       .06
                                                  ===========      ===========      ===========      ===========

WEIGHTED AVERAGE NUMBER OF
   SHARES OUTSTANDING                               3,029,870        3,029,870        3,029,870        3,029,870

</Table>





                                  Page 5 of 11
                                   Form 10-QSB
<PAGE>


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

<Table>
<Caption>
                                                                                Six months ended
                                                                                   December 31,
                                                                           ----------------------------
                                                                               2001             2000
                                                                           -----------      -----------
<S>                                                                        <C>              <C>
OPERATING ACTIVITIES:
   Net income (loss)                                                       $  (283,047)     $   192,436
   Adjustments to reconcile net income (loss) to cash
     provided by (used in) operating activities:
       Depreciation and amortization                                             6,400            8,896
       Realized (gains) losses on sales of marketable securities                (3,758)             969
       Realized loss from decline in market value of securities                246,816               --
   Changes in operating assets and liabilities:
     Prepaids and other                                                             --          (12,930)
     Real estate development                                                        --          939,199
     Accounts payable and accrued liabilities                                       26           (2,671)

-------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                            (33,563)       1,125,899

-------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
  Purchase of investment securities                                           (300,000)           1,209
  Purchase of marketable securities                                            (67,117)         (61,007)
  Proceeds from sales of marketable securities                                  12,531              413
  Additions to note receivable-related party                                   (13,477)         (45,559)
  (Decrease) in value of trading securities                                     (5,301)              --

-------------------------------------------------------------------------------------------------------
NET CASH (USED IN) INVESTING ACTIVITIES                                       (373,364)        (104,944)

-------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:                                                               --               --

-------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                           --               --

-------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                              (406,927)       1,020,955
CASH AND CASH EQUIVALENTS, beginning of period                               1,969,247          499,673

-------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                   $ 1,562,320      $ 1,520,628
-------------------------------------------------------------------------------------------------------
</Table>


                                  Page 6 of 11
                                   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 December 2001, the Company finalized an agreement to acquire 1,000,000
shares (approximately 11%) of Aspen Bio, Inc. ("Aspen"), a privately held
company. The consideration consisted of $600,000, payable in cash, $300,000 upon
signing of the agreement and an additional $300,000, due when Aspen completes
certain items, anticipated occurring by March 31, 2002. The Company also
received 390,000 warrants exercisable at $1.00 per share into common shares of
Aspen. Certain directors, officers and consultants of the Company also received
an aggregate of 440,000 warrants exercisable at $1.00 per share, in exchange for
services. Aspen Bio, Inc. currently intends to file a registration statement
with the Securities and Exchange Commission, to become a publicly traded
company.

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 $172,337 after an impairment
allowance of $351,023 at December 10, 2001, 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 11
                                   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 six-month period ended December 31, 2001, operating activities used cash
of $33,600. The majority of cash was consumed by the net loss of $283,000 offset
by the non-cash write-down of the value of marketable securities of $246,800
plus realized gains on sales of marketable securities of $3,800.

Cash used in investing activities was $373,400 during the six-month period ended
December 31, 2001. The Company used $300,000 to purchase investment securities
and $67,100 to purchase marketable securities and approximately $13,400 was
advanced against the CVC Lot 19 home. Proceeds from sales of marketable
securities of $12,500 and a decrease in the value of trading securities of
$5,300 offset the cash used.

There were no financing activities during the six-month periods ended December
31, 2001 and 2000.

At December 31, 2001, the Company had cash and cash equivalents of $1,562,300
and working capital of $2,107,300. The Company believes that its working capital
is adequate for its present real estate expenditures as described above. Other
than the agreement


                                  Page 8 of 11
                                   Form 10-QSB
<PAGE>

with Aspen Bio, as discussed 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, subordinated 7% loan to a
company, Advanced Nutraceuticals, Inc. ("ANI"), that is affiliated with the
Company's chairman, Greg Pusey. The note matures in one year, is convertible at
the option of the holder into shares of ANI common stock at $1.00 per share, and
also includes a warrant to allow the Company to acquire 50,000 shares of ANI
common stock at $1.00 per share, through June 2004.

COMPREHENSIVE INCOME (LOSS)

For the six-month periods ended December 31, 2001 and 2000, 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

SIX MONTH PERIOD ENDED DECEMBER 31, 2001 COMPARED TO SIX MONTH PERIOD ENDED
DECEMBER 31, 2000

The Company's revenues for the six-month period ended December 31, 2001 totaled
approximately $39,600 consisting of interest on temporary cash on hand and other
money market instruments of $35,900 and realized gains of sales of investment
securities of $3,800. Revenues for the six-month period ended December 31, 2000
totaled approximately $1,362,500, consisting of proceeds from the sale of the
Glenwood Springs property of $1,300,000, interest on temporary cash on hand and
other money market instruments of $43,200 offset by realized losses on
marketable security sales of $1,000. The Company received $20,300 in collections
on a note receivable that was previously written off.

During the six-month periods ended December 31, 2001 and December 31, 2000, the
Company incurred operating, general and administrative costs of approximately
$75,900 and $112,700, respectively. The cost of the real estate sold in the six
months ended December 31, 2000 was $1,057,300. Management determined that the
decline in market value of certain marketable securities was not a temporary
condition and therefore a loss of $246, 800 was recorded during the quarter
ended December 31, 2001. The Company had a net loss for the six-month period
ended December 31, 2001 of approximately $283,000 as compared with a gain of
$192,400 for the six-month period ended December 31, 2000.

                                  Page 9 of 11
                                   Form 10-QSB
<PAGE>

                           PART II. OTHER INFORMATION

Not Applicable.


                                 Page 10 of 11
                                   Form 10-QSB
<PAGE>



                            CAMBRIDGE HOLDINGS, LTD.



                                   FORM 10-QSB

                                DECEMBER 31, 2001



                                   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.



February 13, 2002                    By:        /s/ Gregory Pusey
                                        ---------------------------------------
                                        Gregory Pusey
                                        President, Treasurer and Director



                                 Page 11 of 11
                                   Form 10-QSB