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, 2006

( )   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  [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
                                                           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 January 19, 2007
Common Stock, $.025 par value                              3,509,877



<PAGE>



                            Cambridge Holdings, Ltd.

                                   Form 10-QSB

                                Table of Contents



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

Balance Sheets as of December 31, 2006 and June 30, 2006......................4

Statements of Operations and Comprehensive Income (Loss) for the
three-month and six-month periods ended December 31, 2006 and 2005............5

Statements of Cash Flows for the six-month periods ended December 31,
2006 and 2005.................................................................6

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

Management's Discussion and Analysis.......................................9-10

Controls and Procedures......................................................10

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

Signature Page...............................................................11







                                  Page 2 of 12
                                  Form 10-QSB
<PAGE>


                            Cambridge Holdings, Ltd.

                                   Form 10-QSB

                                December 31, 2006



                          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, 2006 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, as amended, filed with the Securities and Exchange Commission for the
year ended June 30, 2006.








                                  Page 3 of 12
                                  Form 10-QSB



<PAGE>
<TABLE>
<CAPTION>

                            CAMBRIDGE HOLDINGS, LTD.
                                 BALANCE SHEETS

                                                               December 31,
                                                                   2006         June 30,
                                                               (Unaudited)        2006
                                                               -----------    -----------
                                     ASSETS
                                     ------

<S>                                                            <C>            <C>
CURRENT ASSETS:
  Cash and cash equivalents                                    $    41,013    $   636,893
  Investment securities available for sale, net                    822,758          5,485
  Prepaid and other assets                                          21,430          6,260
                                                               -----------    -----------

       Total current assets                                        885,201        648,638

  Property and equipment, net                                        9,909          2,205
                                                               -----------    -----------

                                                               $   895,110    $   650,843
                                                               ===========    ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                        $     4,567    $     3,797
  Accrued income tax                                                    --        332,000
                                                               -----------    -----------


       Total current liabilities                                     4,567        335,797
                                                               -----------    -----------


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Common Stock - $.025 par value, 15,000,000 shares                 87,747         87,747
       authorized:  3,509,877 and 3,509,877 shares issued
       and outstanding, respectively
  Additional paid-in capital                                     1,707,132      1,707,132
  Accumulated (deficit)                                         (1,512,582)    (1,479,828)
  Accumulated other comprehensive income (loss), net of tax:
     Net unrealized gains on securities, available for sale        608,246             (5)
                                                               -----------    -----------



  Total stockholders' equity                                       890,543        315,046
                                                               -----------    -----------


                                                               $   895,110    $   650,843
                                                               ===========    ===========
</TABLE>





            SEE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS



                                  Page 4 of 12
                                  Form 10-QSB


<PAGE>
<TABLE>
<CAPTION>




                            CAMBRIDGE HOLDINGS, LTD.
            STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                                   (UNAUDITED)


                                                Three months ended           Six months ended
                                                   December 31,                 December 31,
                                               2006           2005          2006           2005
                                           -----------    -----------    -----------    -----------
<S>                                        <C>            <C>            <C>           <C>
Revenues:
Net realized gains (losses) on sales of
   investment securities                   $     3,457    $    (9,719)   $    21,326    $   730,771
Interest and dividend income                     4,664         11,629          8,232         16,150
                                           -----------    -----------    -----------    -----------

Total revenues                                   8,121          1,910         29,558        746,921
                                           -----------    -----------    -----------    -----------

Expenses:
   Operating, general and administrative        35,531         99,745         75,312        185,304
                                           -----------    -----------    -----------    -----------

Income (loss) before income taxes              (27,410)       (97,835)       (45,754)       561,617
                                           -----------    -----------    -----------    -----------


Income tax (benefit) expense (Note 5)           (9,000)       622,000        (13,000)       622,000
                                           -----------    -----------    -----------    -----------


Net income (loss)                          $   (18,410)   $  (719,835)   $   (32,754)   $   (60,383)

Other comprehensive income (loss),
net of income tax:
  Unrealized holding gains (losses)            587,517     (3,083,287)       608,251     (2,569,660)
                                           -----------    -----------    -----------    -----------

Comprehensive income (loss)                $   569,107    $(3,803,122)   $   575,497    $(2,630,043
                                           ===========    ===========    ===========    ===========


Basic and diluted income (loss)
   per common share:                       $      (.01)   $      (.21)   $      (.01)   $      (.02)
                                           ===========    ===========    ===========    ===========


Weighted average number of common
shares outstanding                           3,509,877      3,509,877      3,509,877      3,387,032
                                           ===========    ===========    ===========    ===========
</TABLE>




            SEE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS





                                  Page 5 of 12
                                  Form 10-QSB
<PAGE>
<TABLE>
<CAPTION>


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

                                                             Six months ended December 31,
                                                                 2006           2005
                                                              -----------    -----------
<S>                                                           <C>            <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net income (loss)                                             $   (32,754)   $   659,451
  Adjustments to reconcile net income (loss) to cash
       provided (used) by operating activities:
         Depreciation and amortization                                992             60
         Realized (gains) on sales of marketable securities            --       (740,489)
  Changes in:
         Accounts receivable - related party                           --            467
         Accrued interest receivable - related party                   --         39,902
         Other assets                                             (15,170)            --
         Accrued expenses and other                              (331,230)         8,417
                                                              -----------    -----------


         Cash flows (used) by operating activities               (378,162)       (32,192)
                                                              -----------    -----------


CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
  Purchase of marketable securities                              (209,022)       (72,410)
  Proceeds from sales of marketable securities                         --      1,111,638
  Purchase of fixed assets                                         (8,696)            --
                                                              -----------    -----------

         Cash flows provided (used) by investing activities      (217,718)     1,039,228
                                                              -----------    -----------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
  Proceeds from exercise of stock options                              --         73,750
                                                              -----------    -----------


         Cash flows provided by financing activities                   --         73,750
                                                              -----------    -----------


NET INCREASE (DECREASE)
  IN CASH AND CASH EQUIVALENTS                                   (595,880)     1,080,786

CASH AND CASH EQUIVALENTS, beginning of period                    636,893         99,826
                                                              -----------    -----------


CASH AND CASH EQUIVALENTS, end of period                      $    41,013    $ 1,180,612
                                                              ===========    ===========


  Supplemental disclosure of cash flow information:
       Cash paid during the period for interest               $        --    $        --
       Cash paid during the period for income taxes           $   340,000    $        --

</TABLE>


            SEE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS



                                  Page 6 of 12
                                  Form 10-QSB

<PAGE>



                            Cambridge Holdings, Ltd.
                          Notes to Financial Statements

Note 1 - Investments in Common Stock and Other

At December 31, 2006 the Company's market value of available for sale securities
consisted of the following:
<TABLE>
<CAPTION>

                                                                               Gross   Estimated
                                                                            Unrealized    Fair
             Description                                            Cost       Gain      Value
             -----------                                          --------   --------   --------

<S>                                                               <C>        <C>        <C>
     Equity securities:
            Security With Advanced Technology, Inc.               $  9,153   $ 29,411   $ 38,564
            AspenBio Pharma, Inc.                                  200,000    576,204    776,204
            Bactolac Pharmaceutical, Inc.                               --      1,490      1,490
            Security With Advanced Technology, Inc. -  Warrants         --      6,500      6,500
                                                                  --------   --------   --------

            Totals                                                $209,153   $613,605   $822,758
                                                                  ========   ========   ========
</TABLE>

During the six months ended December 31, 2006, proceeds of $21,326 were received
from the sale of available for sale securities resulting in a $21,326 gain on
the sale, determined on the specific identification method.

Commencing in December 2002 through August 2004, the Company made a series of
investments in Security With Advanced Technology, Inc. (formerly - A4S Security,
Inc.) ("SWAT"). SWAT, which completed an initial public offering of its
securities in July 2005, markets high resolution mobile digital video recording
systems for security and surveillance. The Company currently owns 6,007 common
shares and 5,000 publicly tradable warrants in SWAT. In connection with certain
note investments made by the Company in 2003 & 2004, the Company received 7,133
warrants to acquire common stock of SWAT. The warrants were exercisable at an
average exercise price of $5.65 per share. During August 2006 5,435 of the
warrants that were exercisable at $1.66 each, were exercised for total cash
consideration of $9,022. Greg Pusey, president of the Company, serves as
chairman of the SWAT board of directors and Jeffrey G. McGonegal, chief
financial officer of the Company, serves as SWAT's chief financial officer.

Commencing in December 2001, the Company made a series of investments in
AspenBio Pharma, Inc. ("AspenBio"). The Company currently owns 264,916 common
shares of AspenBio. In connection with the equity investments and certain loan
guarantees, the Company acquired 438,571 warrants of AspenBio. Of these
warrants, 310,000 were exercisable at $1 per share with an expiration date of
January 1, 2007. Due to the pending expiration of these warrants, the Company
exercised 200,000 of these warrants for cash of $200,000 and the 110,000 balance
of these warrants were exercised on a cashless basis that resulted in 64,166
additional shares of AspenBio being acquired, in December 2006. The Company also
owns 100,000 warrants which are exercisable at $1.50 per share and expire July
5, 2007 and 28,571 warrants which are exercisable at $1.50 per share, both of
which are subject to anti-dilution price protection and 28,571 warrants expire
August 2009. Greg Pusey, president of the Company, serves as chairman of the
AspenBio board of directors and Jeffrey G. McGonegal, chief financial officer of
the Company, serves as AspenBio's chief financial officer.



                                  Page 7 of 12
                                  Form 10-QSB



<PAGE>
This recent investment of $200,000 was made in the AspenBio common stock from
the exercise of warrants owned from a 2001 investment that were approaching
expiration. The $200,000 invested, resulted in a current total equity value of
approximately $776,000.

Following prior inquiries by the SEC in 2005, we advised the SEC of our
intention to liquidate our assets in order to, among other factors, eliminate
the applicability of the Investment Company Act. Management intends to liquidate
this investment as well as other investment assets on an orderly basis as soon
as it is feasible to do so in order to complete the liquidation of the Company
in accordance with the Investment Company Act of 1940 rules and the Company's
agreement with the SEC.

The Company made a series of investments in Bactolac Pharmaceutical, Inc.
(formerly - Advanced Nutraceuticals, Inc.) ("BPI"). In August 2005, BPI
completed a cash tender offer under which approximately 499 (after a 500 for one
reverse split by BPI) common shares then owned by the Company were re-purchased
by BPI for cash of approximately $1,060,000. The Company owned approximately
841(after a 500 for one reverse split by BPI) common shares of BPI following
completion of the tender offer. In December 2005 the Company distributed
substantially all of the remaining shares of BPI stock to its shareholders in
connection with the liquidation of its investment holdings. The Company
currently owns one share of BPI. Greg Pusey is the secretary and a director and
Jeffrey G. McGonegal is the assistant secretary of Bactolac.

Note 2 - Stock Options

During September 2005 three directors and officers of the Company exercised a
total of 240,000 stock options. The options were exercised through the surrender
of 109,993 other common shares of the Company, owned by the three individuals.
These transactions resulted in a net increase of 130,007 common shares
outstanding following the exercise. At December 31, 2006 no stock options are
outstanding.

Note 3 - Income Tax Expense (Benefit)

At December 31, 2006 the Company had no deferred tax assets or liabilities. Due
to the taxable gains in the year ended June 30, 2006, the prior net operating
and capital losses have been utilized and the previous valuation reserve
reversed. Income tax benefits recognized in 2006 relate to the Company's ability
to carryback current year losses to recover income taxes previously paid.






                                  Page 8 of 12
                                  Form 10-QSB

<PAGE>




Income tax expense (benefit) consisted of:
<TABLE>
<CAPTION>

                                         Three Months Ended      Six Months Ended
                                             December 31,           December 31,
                                         2006          2005      2006        2005
                                        --------    --------   --------    --------
<S>                                     <C>         <C>        <C>         <C>
Current income tax expense (benefit):
         Federal                        $ (8,000)   $622,000   $(11,000)   $622,000
         State                            (1,000)         --     (2,000)         --
                                        --------    --------   --------    --------
Income tax benefit                      $ (9,000)   $622,000   $(13,000)   $622,000
                                        ========    ========   ========    ========
</TABLE>


Note 4 - Related Party Transactions

In addition to the related party transactions disclosed elsewhere in these
financial statements, the Company had the following related party transactions.

The Company shares corporate office space and administrative staff with a
director and officer of the Company. The Company paid its affiliate $750 per
month for these facilities and services. The monthly payment amount was reduced
to $500 effective December 2006.

Greg Pusey, President, receives $5,000 per month for consulting services, plus a
total of $6,987 during the six months ended December 31, 2006 for automobile
expenses and reimbursement of health insurance costs. No automobile and health
insurance costs will be reimbursed after December 31, 2006. During the six
months ended December 31, 2006, Jeff McGonegal, chief financial officer,
received $15,000 for consulting services.


Note 5 - Recently Issues Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles, and expands disclosures about fair
value measurements. This statement applies under other accounting pronouncements
that require or permit fair value measurements. SFAS No. 157 is effective for
fiscal years beginning after November 15, 2007. The Company is currently
assessing the impact the adoption of SFAS No. 157 will have on its financial
statements.



Item 2.
                      Management's Discussion and Analysis

The information set forth in "Management's Discussion and Analysis" 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."



                                  Page 9 of 12
                                  Form 10-QSB

<PAGE>

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

At December 31, 2006, the Company had cash and cash equivalents of $41,000 and
working capital of $880,600. The working capital resulted from the recent
investment made in the AspenBio common stock from the exercise of warrants owned
from a 2001 investment, that were approaching expiration. The $200,000 invested,
resulted in a current total equity value of approximately $776,000.

Following prior inquiries by the SEC in 2005, we advised the SEC of our
intention to liquidate our assets in order to, among other factors, eliminate
the applicability of the Investment Company Act. Management intends to liquidate
this investment as well as other investment assets on an orderly basis as soon
as it is feasible to do so in order to complete the liquidation of the Company
in accordance with the Investment Company Act rules and the Company's agreement
with the SEC.

As part of its evaluation, the Board of Directors and management are considering
means to enhance shareholders' value in the Company. This includes consideration
of an acquisition (recognizing the Company's limited resources), merger or
reverse merger with an operating entity that desires to be a public company.

For the six-month period ended December 31, 2006 operating activities used cash
of $378,200. The cash was primarily used to pay accrued income taxes of
$331,800.

For the six-month period ended December 31, 2005 operating activities used cash
of $32,200. Gains realized on the sale of marketable securities were $740,500.
Accrued interest receivable decreased providing cash of $39,900.

Cash used by investing activities was $217,700 during the six-month period ended
December 31, 2006. The Company used $209,000 to purchase marketable securities
and $8,700 to purchase fixed assets.

Cash provided by investing activities was $1,039,200 during the six-month period
ended December 31, 2005. The Company used $72,400 to purchase marketable
securities. Proceeds from sales of marketable securities provided $1,111,600.


There were no financing activities during the six-month period ended December
31, 2006. Financing activities during the six-month period ended December 31,
2005 provided cash of $73,800 from the exercise of stock options.

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

For the six-month periods ended December 31, 2006 and 2005, other comprehensive
income (loss), net of tax, consisted of unrealized holding gains on investment
securities held for resale and in 2005 unrealized losses on LLCs. There was no
effect on income tax associated with the period end balances.


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

Three-month Period Ended December 31, 2006 compared to Three-month Period Ended
-------------------------------------------------------------------------------
December 31, 2005
-----------------



                                  Page 10 of 12
                                   Form 10-QSB

<PAGE>

The Company's revenues for the three-month period ended December 31, 2006
totaled approximately $8,100 consisting of realized gains on sales of investment
securities of $3,500 and interest and dividend income of $4,700. The Company's
revenues for the three-month period ended December 31, 2005 totaled
approximately $1,900 consisting primarily of interest and dividend income, net
of realized losses on the disposal of investment securities.

The Company's expenses for the three month periods ended December 31, 2006 and
2005, totaled $35,500 and $99,700 respectively. The higher expenses in 2005 were
primarily associated with additional professional fees incurred in responding to
the SEC's inquiry letter and related resolution, including the costs associated
with the Company's liquidation and asset distribution.

Six-month Period Ended December 31, 2006 compared to Six-month Period Ended
---------------------------------------------------------------------------
December 31, 2005
-----------------

The Company's revenues for the six-month period ended December 31, 2006 totaled
$29,600 consisting primarily of realized gains on sales of marketable
securities. The Company's revenues for the six-month period ended December 31,
2005 totaled $747,000 consisting primarily of realized gains on sales of
marketable securities.

Operating, general and administrative expenses totaled $75,300 in the 2006
period and $185,300 in the 2005 period. The reduction primarily relates to the
additional professional fees associated with the costs of responding to the
SEC's review of the Company's filings and the asset distribution that was
completed in December 2005.

Item 3.   Controls and Procedures

     (a)  Evaluation of Disclosure Controls and Procedures

Our management, including our chief executive officer and the chief financial
officer, has conducted an evaluation of the effectiveness of our disclosure
controls and procedures (as defined in the Securities Exchange Act of 1934 Rules
13a-15(e) and 15d-15(e)) as of the last day of the period of the accompanying
financial statements (the "Evaluation Date"). Based on that review and
evaluation, our chief executive officer and chief financial officer have
concluded that, as of the Evaluation Date, our disclosure controls and
procedures were adequate and effective to ensure that material information
relating us would be made known to them by others within those entities in a
timely manner, particularly during the period in which this quarterly report on
Form 10-QSB was being prepared, and that no changes are required at this time.


                           Part II. Other Information

Item 6.  Exhibits

     (a)  Exhibits 31.1, 31.2 and 32 are furnished.





                                  Page 11 of 12
                                   Form 10-QSB
<PAGE>



                            Cambridge Holdings, Ltd.

                                   Form 10-QSB

                                December 31, 2006



                                   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, 2007                         By:         /s/ Gregory Pusey
                                                --------------------------------
                                          Gregory Pusey
                                          President, Treasurer and Director


February 13, 2007                         By:           /s/ Jeffrey G. McGonegal
                                                --------------------------------
                                          Jeffrey G. McGonegal
                                          Senior Vice President-Finance,
                                          Chief Financial Officer and Director







                                  Page 12 of 12
                                   Form 10-QSB


<PAGE>