<PAGE>   1
                     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, 2000

( )  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)

   7315 East Peakview Avenue,                             80111
       Englewood, Colorado                              (Zip Code)

                    (Address of principal executive offices)
          Issuer's telephone number, including area code (720) 529-3550

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.

<TABLE>
<CAPTION>

               Class                          Outstanding at November 8, 2000
<S>                                           <C>
    Common Stock, $.025 par value                        3,029,870
</TABLE>


<PAGE>   2


                            CAMBRIDGE HOLDINGS, LTD.
                                   FORM 10-QSB

                                TABLE OF CONTENTS

<TABLE>

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

Balance Sheets as of September 30, 2000 and June 30, 2000...............................4

Statements of Operations for the three-month periods ended September 30,
2000 and September 30, 1999.............................................................5

Statements of Cash Flows for the three-month periods ended September 30,
2000 and September 30, 1999.............................................................6

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

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

Signature Page.........................................................................10
</TABLE>


                                  Page 2 of 10
                                  Form 10-QSB

<PAGE>   3

                            CAMBRIDGE HOLDINGS, LTD.

                                   FORM 10-QSB

                               SEPTEMBER 30, 2000


                          PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

The accompanying unaudited financial statements include the accounts of
Cambridge Holdings, Ltd. (the "Company"). The financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles.

In the opinion of management, the unaudited interim financial statements for the
period ended September 30, 2000 are presented on a basis consistent with the
audited financial statements and reflect all adjustments, consisting only of
normal recurring accruals, necessary for fair presentation of the results of
such period.

The results for the three months ended September 30, 2000 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 financial
statements of the year ended June 30, 2000.


                                  Page 3 of 10
                                  Form 10-QSB


<PAGE>   4


                            CAMBRIDGE HOLDINGS, LTD.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                SEPTEMBER 30,            JUNE 30,
                                                                    2000                  2000
                                                                (UNAUDITED)

                                               ASSETS
<S>                                                           <C>                    <C>
CURRENT:
  Cash and cash equivalents                                   $     1,629,944        $       499,673
  Investment securities - available for sale                          563,263                507,125
  Notes receivable-related party                                      570,779                550,000
  Prepaid other                                                         3,030                     --
  Deferred tax asset                                                   75,000                 75,000
  Real estate developments                                                 --                939,199
                                                              ---------------        ---------------

Total current assets                                                2,842,016              2,570,997
                                                              ---------------        ---------------
LONG-TERM ASSETS
  Fixed assets                                                         21,867                 26,315
                                                              ---------------        ---------------

                                                              $     2,863,883        $     2,597,312
                                                              ===============        ===============


                                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued liabilities                    $        31,905        $         4,878
                                                              ---------------        ---------------

Total current liabilities                                              31,905                  4,878
                                                              ---------------        ---------------


STOCKHOLDERS' EQUITY:
  Common Stock - $.025 par value, 15,000,000
    shares authorized:  3,029,870 shares issued and
    outstanding as of September 30, 2000 and
    June 30, 2000                                                      75,747                 75,747
  Additional paid-in capital                                        2,997,292              2,997,292
  Retained earnings (deficit)                                        (265,298)              (458,970)
  Net unrealized gain (loss) on investment
     securities available for sale                                     24,237                (21,635)
                                                              ---------------        ---------------

Total stockholders' equity                                          2,831,978              2,592,434
                                                              ---------------        ---------------

                                                              $     2,863,883        $     2,597,312
                                                              ===============        ===============
</TABLE>



                                  Page 4 of 10
                                   Form 10-QSB


<PAGE>   5

                            CAMBRIDGE HOLDINGS, LTD.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                              Three Months       Three Months
                                                                  ended              ended
                                                           September 30, 2000  September 30, 1999
<S>                                                        <C>                 <C>
REVENUES:
   Sale of real estate                                        $  1,300,000                  --
   Net realized losses on sales of
       investment securities                                            --        $     (7,289)
   Interest and dividend income                                     13,227              19,094
                                                              ------------        ------------

Total revenues                                                   1,313,227              11,805
                                                              ------------        ------------

EXPENSES:
   Operating, general, and administrative                           67,251              37,641
   Costs of real estate sold                                     1,057,304                  --
   Interest expense                                                     --              10,464
   Other (income)                                                   (5,000)                 --
                                                              ------------        ------------

Total Expenses                                                   1,119,555              48,105
                                                              ------------        ------------


NET INCOME (LOSS)                                                  193,672             (36,300)

Other Comprehensive income (loss), net of income tax-
   Unrealized holding gains (losses)                                45,872             (13,204)
                                                              ------------        ------------

COMPREHENSIVE INCOME (LOSS)                                   $    239,544        $    (49,504)
                                                              ============        ============

NET INCOME (LOSS) PER COMMON SHARE,
   BASIC AND DILUTED:                                         $        .08        $       (.02)
                                                              ============        ============

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                                     3,029,870           3,029,870
                                                              ============        ============
</TABLE>


                                  Page 5 of 10
                                  Form 10-QSB


<PAGE>   6

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

<TABLE>
<CAPTION>

                                                               THREE MONTHS         THREE MONTHS
                                                                  ENDED                ENDED
                                                              SEPT. 30, 2000       SEPT. 30, 1999
<S>                                                          <C>                    <C>
OPERATING ACTIVITIES:
   Net income (loss)                                         $       193,672        $  (36,300)
   Adjustments to reconcile net income (loss) to cash
     provided by (used in) operating activities:
       Interest paid on investment securities                           (136)          (15,428)
       Depreciation and amortization                                   4,448             4,894
       Realized gains on sales of marketable securities                   --            (2,700)
   Changes in operating assets and liabilities:
     Prepaids and other                                               (3,030)            1,729
     Accounts payable and accrued liabilities                         27,027            (4,105)

                                                             ---------------        ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                  221,981           (51,910)
                                                             ---------------        ----------
INVESTING ACTIVITIES:
  Purchase of investment securities                                  (11,500)          (59,976)
  Proceeds from sales of investment securities                            --           377,841
  Proceeds from sale of real estate                                  939,199                --
  Additions to note receivable-related party                         (20,779)          (24,772)
  Purchase of fixed assets                                                --           (17,423)
  Increase in value of trading securities                              1,370                --
                                                             ---------------        ----------
NET CASH PROVIDED BY INVESTING ACTIVITIES                            908,290           275,670
                                                             ---------------        ----------
FINANCING ACTIVITIES:
  Principal payments on notes payable                                     --          (305,840)
                                                             ---------------        ----------
Net cash (used in) financing activities                                   --          (305,840)
                                                             ---------------        ----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                   1,130,271           (82,080)
CASH AND CASH EQUIVALENTS,  beginning of period                      499,673           194,447
                                                             ---------------        ----------
Cash and cash equivalents,  end of period                    $     1,629,944        $  112,367
                                                             ===============        ==========
</TABLE>

                                  Page 6 of 10
                                  Form 10-QSB


<PAGE>   7


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 the fiscal year ended June 30, 1997, the Company purchased in two
separate transactions from two different unaffiliated sellers, raw land in an
area known as Cordillera Valley Club in Eagle County, Colorado west of Vail.
Each lot was conveyed to a limited liability company in which the Company is a
member with a 50% interest (CVC Lot 2 LLC and CVC Lot 19 LLC). Each lot has been
developed with a separate luxury residence and is offered for sale. Construction
on the properties was completed in early 1998. Due to the delay on the sale of
these properties, it is presently expected that when sold, these properties will
be sold at a loss. Management recorded an allowance for the loss on these note
receivables in the amount of $470,400 during the year ended June 30, 2000.

CVC Lot 19, LLC rented the CVC Lot 19 home at a monthly rental fee of $5,700 for
a nine-month period ending in May 2000. The CVC Lot 19 home is now vacant and
management anticipates some structural changes to attempt to make it more
salable.

A contract to sell the CVC Lot 2 property for $1,565,000 was received and
accepted in September 2000. Earnest money of $15,000 was deposited by the
prospective buyers. The sale of the house is scheduled to close on April 16,
2001. This home being sold is currently rented at $7,000 per month expiring in
April 2001, the approximate time the closing is scheduled to take place.

The lots are 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 development is in a golf community planned with care for
natural aesthetic values. Accordingly, the home sites in the community are being
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

                                  Page 7 of 10
                                  Form 10-QSB

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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 engaged 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 businesses within or 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, current
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 or developing a particular property.

In August 2000 the Company organized a new corporation in Colorado, CamCap, Inc.
("CamCap"). CamCap's business purpose is to identify and complete a merger or
acquisition with a private entity. CamCap is currently a wholly owned subsidiary
of the Company, but the Company intends to spin off these shares to the
shareholders of the Company. A registration statement covering the CamCap
shares, was filed with the Securities and Exchange Commission (the "Commission")
in October 2000, but is not complete and may be amended. The spin off will be
completed following the CamCap registration statement being declared effective
by the Commission.

For the three-month period ended September 30, 2000, operating activities
generated cash flow of $222,000. The majority was generated through net income,
combined with an increase in accounts payable and accrued liabilities of
$27,000.

Cash provided by investing activities was $908,000 during the three-month period
ended September 30, 2000, of which approximately $939,200 was provided by the
proceeds from the sale of real estate. The Company used $11,500 to purchase
investment securities and approximately $20,800 was loaned to related parties.

There were no financing activities during the three-month period ended September
30, 2000.

At September 30, 2000, the Company had cash and cash equivalents of $1,629,900
and working capital of $2,810,100. 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

                                  Page 8 of 10
                                  Form 10-QSB

<PAGE>   9



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)

The following table presents the components of other comprehensive income
(loss), net of tax:

<TABLE>
<CAPTION>

Quarters ended September 30,                2000           1999
                                            ----           ----
<S>                                       <C>            <C>
Holding gains (losses)                    $ 45,872       $(20,493)
Reclassification for realized gains             --          7,289
                                          --------       --------

Increase (decrease) recognized in
  Other Comprehensive income              $ 45,872       $(13,204)
                                          ========       ========
</TABLE>

RESULTS OF OPERATIONS

THREE MONTH PERIOD ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTH PERIOD ENDED
SEPTEMBER 30, 1999

The Company's revenues for the three-month period ended September 30, 2000
totaled approximately $1,313,200, consisting of proceeds from the sale of the
Glenwood Springs property of $1,300,000 and interest on temporary cash on hand
and other money market instruments of $13,200. Revenues for the three-month
period ended September 30, 1999 totaled approximately $11,800, consisting of
interest earned of $19,100, offset by realized losses on investment securities
of $7,300.

During the three-month periods ended September 30, 2000 and September 30, 1999,
the Company incurred operating, general and administrative costs of
approximately $76,700 and $37,600, respectively. The increase in operating,
general and administrative costs related primarily to increases in legal and
accounting expenses. The cost of the Glenwood Springs property that was sold
during the quarter was $1,047,900. The Company had net income for the
three-month period ended September 30, 2000 of approximately $193,700 as
compared with a loss of $36,300 for the three-month period ended September 30,
1999.

                           PART II. OTHER INFORMATION
Not Applicable.

                                  Page 9 of 10
                                   Form 10-QSB


<PAGE>   10

                            CAMBRIDGE HOLDINGS, LTD.



                                   FORM 10-QSB

                               SEPTEMBER 30, 2000



                                   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 10, 2000                          By: /s/ Gregory Pusey
                                              ---------------------------------
                                              Gregory Pusey
                                              President, Treasurer and Director

                                 Page 10 of 10
                                  Form 10-QSB


<PAGE>   11

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT
NUMBER         DESCRIPTION
-------        -----------
<S>            <C>
 27            Financial Data Schedule.
</TABLE>