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, 2004

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

     For the transition period from _____________ TO ______________


Commission file number 0-12962


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


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


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

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


Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                                                          Yes  [X]   No  [ ]

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


            Class                             Outstanding at November 5, 2004
Common Stock, $.025 par value                            3,029,870




<PAGE>



                            Cambridge Holdings, Ltd.
                                   Form 10-QSB

                                Table of Contents


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

Balance Sheets as of September 30, 2004 and June 30, 2004......................4

Statements of Operations for the three-month periods ended
September 30, 2004 and 2003....................................................5

Statements of Cash Flows for the three-month periods ended
September 30, 2004 and 2003....................................................6

Notes to Financial Statements................................................7-8

Management's Discussion and Analysis of Financial Condition and
Results of Operations.......................................................8-10

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

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

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











                                  Page 2 of 11
                                   Form 10-QSB
<PAGE>


                            Cambridge Holdings, Ltd.

                                   Form 10-QSB

                               September 30, 2004



                          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, 2004 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,
2004.










                                  Page 3 of 11
                                   Form 10-QSB

<PAGE>

<TABLE>
<CAPTION>

                            Cambridge Holdings, Ltd.
                                 Balance Sheets

                                                                  September 30,      June 30,
                                                                       2004            2004
                                                                   (Unaudited)

                                     Assets
                                     ------

<S>                                                                <C>            <C>
Current assets:
  Cash and cash equivalents                                        $    58,059    $   111,766
  Accounts receivable - related party                                      112          7,491
  Investment securities - available for sale, net                    2,656,009      3,943,623
  Accrued interest receivable                                           10,354             --
  Accrued interest receivable - related party                           22,334          8,438
  Deferred tax asset                                                    82,000         82,000
                                                                   -----------    -----------

  Total current assets                                               2,828,868      4,153,318
                                                                   -----------    -----------

  Property and equipment, net                                           19,605         25,295

  Notes receivable                                                     150,000        150,000
  Notes receivable - related party                                     425,034        365,034
  Investments in LLCs                                                  133,053        133,053
                                                                   -----------    -----------

                                                                   $ 3,556,560    $ 4,826,700
                                                                   ===========    ===========


                      Liabilities and Stockholders' Equity
                      ------------------------------------
Current liabilities:
  Accounts payable and accrued expenses                            $     4,461    $     4,261
                                                                   -----------    -----------

  Total current liabilities                                              4,461          4,261
                                                                   -----------    -----------


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)                                               (837,678)      (835,623)
  Accumulated other comprehensive income (loss), net of tax:
     Net unrealized gains on securities, available for sale          1,323,685      2,591,970
     Net unrealized loss on LLCs                                        (6,947)        (6,947)
                                                                   -----------    -----------


Total stockholders' equity                                           3,552,099      4,822,439
                                                                   -----------    -----------

                                                                   $ 3,556,560    $ 4,826,700
                                                                   ===========    ===========
</TABLE>




                                  Page 4 of 11
                                   Form 10-QSB

<PAGE>

<TABLE>
<CAPTION>


                            Cambridge Holdings, Ltd.
                            Statements of Operations
                                   (Unaudited)



                                                     Three months ended September 30,
                                                     --------------------------------
                                                          2004               2003
                                                          ----               ----
<S>                                                    <C>              <C>
Revenues:
Net realized gains on sales of investment securities   $     9,728      $    48,079
Interest and dividend income                                25,164            2,638
                                                       -----------      -----------
Total revenues                                              34,892           50,717

Expenses:
Operating, general, and administrative                      36,947           36,710
                                                       -----------      -----------

Net income (loss)                                      $    (2,055)     $    14,007
                                                       -----------      -----------

Other comprehensive (loss), net of income tax-
Unrealized holding (losses)                             (1,268,285)        (267,328)
                                                       -----------      -----------

Comprehensive (Loss)                                   $(1,270,340)     $  (253,321)
                                                       ===========      ===========

Basic and diluted income (loss)
  per common share:                                           $nil             $nil
                                                       ===========      ===========

Weighted average number of common shares outstanding     3,029,870        3,029,870
                                                       ===========      ===========
</TABLE>






                                  Page 5 of 11
                                   Form 10-QSB

<PAGE>


<TABLE>
<CAPTION>

                            Cambridge Holdings, Ltd.
                      Statements of Cash Flows (Unaudited)


                                                       Three months ended September 30,
                                                       --------------------------------
                                                             2004              2003
                                                             ----              ----
<S>                                                      <C>                <C>
Operating Activities:
Net income (loss)                                        $  (2,055)         $  14,007
Adjustments to reconcile net income (loss) to cash
provided by (used in) operating activities:
  Depreciation and amortization                              5,691              5,691
  Realized (gains) on sales of marketable securities        (9,728)           (48,079)
  Interest earned on investment securities                    (206)            (2,525)
  Changes in operating assets and liabilities:
     Accrued interest and other receivables                (16,871)                --
     Accounts payable and accrued expenses                     200              3,280


--------------------------------------------------------------------------------------
Net cash (used in) operating activities                    (22,969)           (27,626)

--------------------------------------------------------------------------------------


Investing activities:
Purchase of marketable securities                          (69,587)          (139,646)
Proceeds from sales of marketable securities                41,598            180,517
Proceeds from sales of investment securities                57,251                 --
Additions to note receivable                                    --            (40,000)
Additions to note receivable - related party               (60,000)                --

--------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities        (30,738)               871

--------------------------------------------------------------------------------------


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

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

--------------------------------------------------------------------------------------


(Decrease) in cash and cash equivalents                    (53,707)           (26,755)
Cash and cash equivalents, beginning of period             111,766            205,267

--------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                 $  58,059          $ 178,512

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






                                  Page 6 of 11
                                   Form 10-QSB
<PAGE>



                            Cambridge Holdings, Ltd.
                          Notes to Financial Statements



Note 1 - Convertible Note Investments

In January 2002, the Company received a 7% convertible $250,000 note due in one
year from Advanced Nutraceuticals, Inc. ("ANI"). ANI also issued a warrant to
the Company pursuant to which the Company could acquire 50,000 shares of ANI
common stock at $1 per share through June 2004. During August 2002, under an
amended agreement, all of the principal of the $250,000 note plus accrued
interest were converted into 475,118 shares of ANI common stock. Greg Pusey and
Jeff McGonegal, officers and directors of the Company, are also officers of ANI
and Mr. Pusey is a director of both companies. During June 2004, the warrant for
50,000 shares was converted into 40,384 common shares of ANI on a "cashless"
exercise basis.

In December 2002, the Company loaned $125,000 to A4S Technologies, Inc. ("A4S")
and received an 8% note for $125,000 due in one year convertible into A4S common
stock at $.92 per share. This note was converted into 135,870 shares of A4S
common stock in June 2003. A4S is a privately-held company which markets audio
and video streaming applications for surveillance activities. The Company also
received a warrant to purchase up to 31,250 shares of A4S common stock at $1.00
per share through December 31, 2006. In connection with this transaction,
Gregory Pusey, President of the Company, became a member of the A4S Board of
Directors.

In June 2003, the Company loaned $160,000 to A4S and received a 6% note due
December 31, 2005 which is convertible into A4S common stock at $.10 per share.
The Company loaned an additional $100,000 to A4S in September 2003 under a 6%
note, due December 31, 2005. The note is convertible into A4S common stock at
$.09 per share. In connection with this loan, the Company purchased for $100 a
warrant to purchase up to 100,000 shares of A4S common stock at $.09 per share
through September 30, 2007. All of the aforesaid transactions were approved by a
disinterested majority of the Company's Board and the Board believes that the
terms are at least as favorable as could have been obtained from an unaffiliated
party.

In the period from January to August 2004, the Company loaned A4S a total of
$165,000, in various increments. The notes bear interest at 6%, are due December
31, 2005 and are convertible into A4S common stock at $.035 per share. In
connection with these loans, the Company received warrants to purchase up to
210,068 shares of A4S common stock at $.035 per share. In August 2004, the
Company exercised these warrants and acquired 210,068 shares of A4S for a total
cost of $7,352. Accrued interest of approximately $22,300 was recorded at
September 30, 2004 on outstanding notes receivable.

Note 2 - Common Stock Investment

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



                                  Page 7 of 11
                                   Form 10-QSB


<PAGE>

In July 2002, the Company agreed to guarantee up to $200,000 of a bank loan
AspenBio secured for purposes of constructing a new facility. In connection with
the guarantee, AspenBio issued a warrant to the Company to purchase 100,000
shares of AspenBio common stock at $1.50 per share, expiring July 5, 2005. In
July 2003, the construction loan that the Company guaranteed was paid off and
replaced by a permanent mortgage thereby terminating the guarantee with no
amounts having been paid.

In July and September of 2003, the Company made two separate loans to AspenBio
of $20,000 each. These loans were repaid in December 2003 with interest.

Note 3 - Recent Accounting Pronouncements

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

Financial Instruments - In May 2003, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 150, Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity. This statement establishes standards for how an issuer classifies and
measures in its financial position certain financial instruments with
characteristics of both liabilities and equity. In accordance with this
standard, financial instruments that embody obligations of the issuer are
required to be classified as liabilities. SFAS No. 150 is effective for all
financial instruments entered into or modified after May 31, 2003. For existing
financial instruments, SFAS No. 150 is effective at the beginning of the Company
fiscal quarter commencing July 1, 2003. The Company has adopted the applicable
provisions of SFAS No. 150, however, numerous provisions have been delayed and
will be adopted in the future. Management believes that the adoption of the
delayed provisions will not have a material impact on the Company's operations
or financial condition.


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."


                                  Page 8 of 11
                                   Form 10-QSB
<PAGE>


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

At September 30, 2004, the Company had cash and cash equivalents of $58,000 and
working capital of $2,824,400. The Company believes that its working capital is
adequate for its present real estate and other business activities. 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 evaluation of potential business opportunities,
the Company considers the potential effect on its liquidity.

For the three-month period ended September 30, 2004 operating activities used
cash of $23,000. Gains realized on the sale of marketable securities were
$9,700. An increase in accrued interest receivable used cash of $16,900.

Cash provided by investing activities was $30,700 during the three-month period
ended September 30, 2004. The Company used $69,600 to purchase marketable
securities. Proceeds from sales of marketable and investment securities provided
$98,800. Additions to notes receivable - related party were $60,000 in the
three-month period.

There were no financing activities during the three-month periods ended
September 30, 2004 or 2003.

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

For the three-month periods ended September 30, 2004 and 2003, other
comprehensive (loss), net of tax, consisted of unrealized holding gains and
losses on investment securities held for resale. There was no effect on income
tax associated with the period end balances.

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

Three Month Period Ended September 30, 2004 compared to Three Month Period Ended
--------------------------------------------------------------------------------
September 30, 2003
------------------

The Company's revenues for the three-month period ended September 30, 2004
totaled approximately $34,900 consisting of interest on temporary cash on hand,
other money market instruments and notes receivable of $25,200 and realized
gains of sales of investment securities of $9,700. The Company's revenues for
the three-month period ended September 30, 2003 totaled approximately $50,700
consisting of interest on temporary cash on hand and other money market
instruments of $2,600 and realized gains of sales of investment securities of
$48,000.

During the three-month periods ended September 30, 2004 and September 30, 2003,
the Company incurred operating, general and administrative costs of
approximately $37,000 and $36,700, respectively. The Company had a net loss for
the three-month period ended September 30, 2004 of approximately $2,100 as
compared with net income of $14,000 for the three-month period ended September
30, 2003.


                                  Page 9 of 11
                                   Form 10-QSB

<PAGE>


Item 3.  Controls and Procedures

(a)  Evaluation of Disclosure Controls and Procedures

The Company's President and Chief Financial Officer have reviewed and evaluated
the effectiveness of the Company's disclosure controls and procedures (as
defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as
of a date within 90 days of the filing date of this quarterly report on Form
10-QSB (the "Evaluation Date"). Based on that review and evaluation, the
President and Chief Financial Officer have concluded that, as of the Evaluation
Date, the Company's disclosure controls and procedures were adequate and
effective to ensure that material information relating to the Company 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.

(b)  Changes in Internal Controls

There have been no changes in internal control over financial reporting that
occurred during the most recent fiscal quarter that have materially affected, or
are reasonably likely to materially affect, the Company's internal control over
financial reporting.


                          Part II. Other Information

Item 2. Unregistered Sales of Securities and Use of Proceeds

     (a) On September 29, 2004, the Company issued the following options to
purchase shares of its common stock pursuant to its 2001 Stock Incentive Plan,
as amended:

Name                      Options
----                      -------

Gregory Pusey              75,000
Jeffrey G. McGonegal       75,000
Scott Menefee              50,000

The options issued to Mr. Pusey are exercisable at $.385 per share, vest on the
date that is six months following the date of grant and terminate, if not
exercised, five years from the date of grant. The options issued to Messrs.
McGonegal and Menefee are exercisable at $.35 per share, vest on the date that
is six months following the date of grant and terminate, if not exercised, 10
years from the date of grant. All options are subject to the terms and
conditions of the Company's 2001 Stock Incentive Plan, as amended.


Item 6. - Exhibits and Reports on Form 8-K

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






                                  Page 10 of 11
                                   Form 10-QSB
<PAGE>






                            Cambridge Holdings, Ltd.

                                   Form 10-QSB

                               September 30, 2004



                                   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, 2004                      By:   /s/ Gregory Pusey
                                            -----------------------------------
                                            Gregory Pusey
                                            President, Treasurer and Director


November 9, 2004                      By:   /s/ Jeffrey G. McGonegal
                                            -----------------------------------
                                            Jeffrey G. McGonegal
                                            Senior Vice President-Finance and
                                            Chief Financial Officer













                                 Page 11 of 11
                                  Form 10-QSB
<PAGE>