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, 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
incorporation or organization)                       Identification Number)

        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 November 3, 2006
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 September 30, 2006 and June 30, 2006....................4

Statements of Operations and Comprehensive Income (Loss) for
the three-month periods ended September 30, 2006 and 2005....................5

Statements of Cash Flows for the three-month periods ended
September 30, 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.................................................11

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







                                  Page 2 of 11
                                  Form 10-QSB
<PAGE>



                            Cambridge Holdings, Ltd.

                                   Form 10-QSB

                               September 30, 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 three months ended September 30, 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 11
                                  Form 10-QSB

<PAGE>

<TABLE>
<CAPTION>


                            CAMBRIDGE HOLDINGS, LTD.
                                 BALANCE SHEETS

                                                                  September 30,
                                                                      2006          June 30,
                                                                   (Unaudited)        2006
                                                                   -----------    -----------

                                     ASSETS

<S>                                                                <C>            <C>
CURRENT ASSETS:
  Cash and cash equivalents                                        $   269,566    $   636,893
  Investment securities available for sale, net                         35,241          5,485
  Prepaid and other assets                                              12,000          6,260
                                                                   -----------    -----------

       Total current assets                                            316,807        648,638

  Property and equipment, net                                            8,654          2,205
                                                                   -----------    -----------

                                                                   $   325,461    $   650,843
                                                                   ===========    ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                            $     4,024    $     3,797
  Accrued income tax                                                        --        332,000
                                                                   -----------    -----------


       Total current liabilities                                         4,024        335,797
                                                                   -----------    -----------


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Common Stock - $.025 par value, 15,000,000 shares
       authorized:  3,509,877 shares issued and outstanding             87,747         87,747
  Additional paid-in capital                                         1,707,132      1,707,132
  Accumulated (deficit)                                             (1,494,171)    (1,479,828)
  Accumulated other comprehensive income (loss), net of tax:
     Net unrealized gains on securities, available for sale             20,729             (5)
                                                                   -----------    -----------


  Total stockholders' equity                                           321,437        315,046
                                                                   -----------    -----------


                                                                   $   325,461    $   650,843
                                                                   ===========    ===========
</TABLE>




            SEE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS



                                  Page 4 of 11
                                  Form 10-QSB




<PAGE>

<TABLE>
<CAPTION>



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

                                                          Three months ended September 30,
                                                          --------------------------------
                                                               2006            2005
                                                            -----------    -----------
<S>                                                         <C>            <C>
REVENUES:
     Net realized gains on sales of marketable securities   $    16,662    $   740,489
     Interest and dividend income                                 4,776          4,521
                                                            -----------    -----------
         Total revenues                                          21,438        745,010


OPERATING EXPENSES:
     Operating, general, and administrative                      39,781         85,559
                                                            -----------    -----------


         Total operating expenses                                39,781         85,559
                                                            -----------    -----------

NET INCOME (LOSS) BEFORE INCOME TAX                             (18,343)       659,451

     Income Tax (Benefit)                                        (4,000)            --
                                                            -----------    -----------

NET INCOME (LOSS)                                               (14,343)       659,451

OTHER COMPREHENSIVE INCOME (LOSS), net of tax-
     Unrealized holding gains                                    20,729        513,627
     Net unrealized (loss)                                           --         (7,609)
                                                            -----------    -----------


COMPREHENSIVE INCOME (LOSS)                                 $     6,386    $ 1,165,469
                                                            ===========    ===========



NET INCOME PER COMMON SHARE, basic and diluted              $    ( Nil)    $       .20
                                                            ===========    ===========


Weighted average number of common shares outstanding          3,509,877      3,262,838
                                                            ===========    ===========
</TABLE>





            SEE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS



                                  Page 5 of 11
                                  Form 10-QSB



<PAGE>

<TABLE>
<CAPTION>





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

                                                           Three months ended September 30,
                                                           --------------------------------
                                                                  2006            2005
                                                              -----------    -----------
<S>                                                           <C>            <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net income (loss)                                             $   (14,343)   $   659,451
  Adjustments to reconcile net income (loss) to cash
       provided (used) by operating activities:
         Depreciation and amortization                                429             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                                              (5,740)            --
         Accrued expenses and other                              (331,773)         8,417
                                                              -----------    -----------


         Cash flows (used) by operating activities               (351,427)       (32,192)
                                                              -----------    -----------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
  Purchase of marketable securities                                (9,022)       (72,410)
  Proceeds from sales of marketable securities                         --      1,111,638
  Purchase of fixed assets                                         (6,878)            --
                                                              -----------    -----------


         Cash flows provided (used) by investing activities       (15,900)     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                                   (367,327)     1,080,786

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


CASH AND CASH EQUIVALENTS, end of period                      $   269,566    $ 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 11
                                  Form 10-QSB




<PAGE>



                            Cambridge Holdings, Ltd.
                          Notes to Financial Statements

Note 1 - Investments in Common Stock and Other
----------------------------------------------

At September 30, 2006 the Company's market value of available for sale
securities consisted of the following:


                                                            Gross     Estimated
                                                         Unrealized      Fair
        Description                               Cost      Gain        Value
----------------------------------------------  -------  ----------   ----------
Equity securities:
       Security With Advanced Technology, Inc.  $ 9,153  $   23,777   $   32,931
       AspenBio Pharma, Inc.                         --       1,275        1,275
       Bactolac Pharmaceutical, Inc.                 --       1,029        1,029
       Other                                         --           7            6
                                                -------  ----------   ----------
       Totals                                   $ 9,153  $   26,088   $   35,241
                                                =======  ==========   ==========


During the three months ended September 30, 2006, proceeds of $16,662 were
received from the sale of available for sale securities resulting in a $16,662
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
of the note investments, 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 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 750 common shares
of AspenBio. In connection with the equity investments and loan guarantees, the
Company acquired 438,571 warrants of AspenBio. 310,000 of the warrants are
exercisable at $1 per share expire January 1, 2007, 100,000 of the warrants are
exercisable at $1.50 per share and expire July 5, 2007 and 28,571 of the
warrants are exercisable at $1.50 per share and expire August 2009. Greg Pusey,
president of the Company, serves as chairman of the AspenBio board of directors
and Jeffrey G. McGonegal serves as AspenBio's chief financial officer.

The Company had 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.




                                  Page 7 of 11
                                  Form 10-QSB
<PAGE>


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 September 30, 2006 no stock options are
outstanding.

Note 3 - Income Tax Expense (Benefit)
-------------------------------------

At September 30, 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 expense (benefit) consisted of:

                                              Three Months Ended September 30,
                                             --------------------------------
                                                 2006                2005
                                              ----------          ----------
Current income tax benefit:
         Federal                              $    3,000          $       --
         State                                     1,000                  --
                                              ----------          ----------
Income tax benefit                            $    4,000          $       --
                                              ==========          ==========


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 an
affiliate 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 October 2006.

Greg Pusey, President, receives $5,000 per month for consulting services, plus a
total of $5,200 during the three months ended September 30, 2006 for automobile
expenses and reimbursement of health insurance costs. During the three months
ended September 30, 2006, Jeff McGonegal, Chief Financial Officer, received
$5,000 for consulting services.

Note 5 - Asset Distribution
---------------------------

At a special meeting of the Company's shareholders held November 3, 2005, the
shareholders approved a plan of liquidation of the Company and the distribution
of substantially all of the Company's cash and investment assets, in excess of a
reasonable operating reserve amount. This distribution was completed during
December 2005.



                                  Page 8 of 11
                                  Form 10-QSB


<PAGE>

Note 6 - Recently Issues Accounting Pronouncements
--------------------------------------------------

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123(R) Share-Based Payment, which addresses the accounting for share-based
payment transactions. SFAS No. 123(R) eliminates the ability to account for
share-based compensation transactions using APB No. 25, and generally requires
instead that such transactions be accounted and recognized in the statement of
operations based on their fair value. SFAS No. 123(R) will be effective for
public companies that file as small business issuers as of the first interim or
annual reporting period that begins after December 15, 2005. The Company
evaluated the provisions of the standard. Depending upon the amount of and terms
for options that are granted in future periods, the implementation of this
standard could have a significant non-cash impact on results of operations in
future periods.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" ("SFAS 154"), which is a replacement of APB Opinion No. 20,
"Accounting Changes" ("APB 20"), and FASB Statement No. 3, "Reporting Accounting
Changes in Interim Financial Statements" ("SFAS 3"). SFAS 154 applies to all
voluntary changes in accounting principle, and changes the requirements for
accounting for and reporting of a change in accounting principle. The provisions
of SFAS 154 will have an impact on the Company's financial statements in the
future should there be voluntary changes in accounting principles.




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."


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

At September 30, 2006, the Company had cash and cash equivalents of $269,600 and
working capital of $312,800.

For the three-month period ended September 30, 2006 operating activities used
cash of $351,400. The cash was primarily used to pay accrued income taxes of
$331,800.

For the three-month period ended September 30, 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.



                                  Page 9 of 11
                                  Form 10-QSB

<PAGE>

Cash used by investing activities was $15,900 during the three-month period
ended September 30, 2006. The Company used $9,000 to purchase marketable
securities and $6,900 to purchase fixed assets.

Cash provided by investing activities was $1,039,200 during the three-month
period ended September 30, 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 three-month period ended September
30, 2006. Financing activities during the three-month period ended September 30,
2005 provided cash of $73,800 from the exercise of stock options.

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

For the three-month periods ended September 30, 2006 and 2005, other
comprehensive income (loss), net of tax, consisted of unrealized holding gains
and losses 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 September 30, 2006 compared to Three-month Period Ended
September 30, 2005

The Company's revenues for the three-month period ended September 30, 2006
totaled $21,400 consisting primarily of realized gains on sales of marketable
securities. The Company's revenues for the three-month period ended September
30, 2005 totaled $745,000 consisting primarily of realized gains on sales of
marketable securities.

Operating, general and administrative expenses totaled $39,800 in the 2006
period, a $45,800 or 54% reduction from the 2005 comparable 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.





                                  Page 10 of 11
                                   Form 10-QSB
<PAGE>


                           Part II. Other Information



Item 6.  Exhibits

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








                            Cambridge Holdings, Ltd.

                                   Form 10-QSB

                               September 30, 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.



November 9, 2006                      By:         /s/ Gregory Pusey
                                            ----------------------------------
                                      Gregory Pusey
                                      President, Treasurer and Director


November 9, 2006                      By:           /s/ Jeffrey G. McGonegal
                                            ----------------------------------
                                      Jeffrey G. McGonegal
                                      Senior Vice President-Finance,
                                      Chief Financial Officer and Director






                                  Page 11 of 11
                                   Form 10-QSB

<PAGE>