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 March 31, 2007

( )    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 May 2, 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 March 31, 2007 and June 30, 2006........................4

Statements of Operations and Comprehensive Income (Loss) for the
three-month and nine-month periods ended March 31, 2007 and 2006.............5

Statements of Cash Flows for the nine-month periods ended March 31,
2007 and 2006................................................................6

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

Management's Discussion and Analysis.....................................10-11

Controls and Procedures.....................................................11

Part II.  Other Information.................................................12

Signature Page..............................................................13








<PAGE>


                            Cambridge Holdings, Ltd.

                                   Form 10-QSB

                                 March 31, 2007



                          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 nine months ended March 31, 2007 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.



                                       2
<PAGE>
<TABLE>
<CAPTION>

                            CAMBRIDGE HOLDINGS, LTD.
                                 BALANCE SHEETS

                                                                           March 31,
                                                                             2007         June 30,
                                                                          (Unaudited)       2006
                                                                          -----------    -----------
                                                  ASSETS
<S>                                                                       <C>            <C>
CURRENT ASSETS:
  Cash and cash equivalents                                               $    17,125    $   636,893
  Investment securities available for sale, net                             1,022,634          5,485
  Prepaid and other assets                                                     21,430          6,260
                                                                          -----------    -----------
       Total current assets                                                 1,061,189        648,638

  Property and equipment, net                                                   9,229          2,205
                                                                          -----------    -----------

                                                                          $ 1,070,418    $   650,843
                                                                          ===========    ===========


                                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                                   $     3,638    $     3,797
  Accrued income tax                                                               --        332,000
                                                                          -----------    -----------

       Total current liabilities                                                3,638        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)                                                    (1,536,221)    (1,479,828)
  Accumulated other comprehensive income (loss), net of tax:
     Net unrealized gains on securities, available for sale                   808,122             (5)
                                                                          -----------    -----------

  Total stockholders' equity                                                1,066,780        315,046
                                                                          -----------    -----------

                                                                          $ 1,070,418    $   650,843
                                                                          ===========    ===========
</TABLE>


            SEE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                  Page 4 of 13
                                  Form 10-QSB
<PAGE>
<TABLE>
<CAPTION>



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


                                               Three months ended            Nine months ended
                                                    March 31,                    March 31,
                                              2007            2006          2007            2006
                                           -----------    -----------    -----------    -----------
<S>                                        <C>            <C>            <C>            <C>
Revenues:
Net realized gains (losses) on sales of
   investment securities                   $        --    $        --    $    21,326    $   730,771
Interest and dividend income                       257          4,221          8,489         20,371
                                           -----------    -----------    -----------    -----------

Total revenues                                     257          4,221         29,815        751,142
                                           -----------    -----------    -----------    -----------

Expenses:
   Operating, general and administrative        23,896         32,965         99,208        218,270
                                           -----------    -----------    -----------    -----------

Income (Loss) before income taxes              (23,639)       (28,744)       (69,393)       532,872
                                           -----------    -----------    -----------    -----------


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


Net loss                                   $   (23,639)   $   (28,744)   $   (56,393)   $   (89,128)

Other comprehensive income (loss),
  net of income tax:
  Unrealized holding gains (losses)            199,876             --        808,127     (2,569,660)
                                           -----------    -----------    -----------    -----------

Comprehensive income (loss)                $   176,237    $   (28,744)   $   751,734    $(2,658,788)
                                           ===========    ===========    ===========    ===========
Basic and diluted income (loss)
   per common share:                       $      (.01)   $      (.01)   $      (.02)   $      (.03)
                                           ===========    ===========    ===========    ===========
Weighted average number of common
  shares outstanding                         3,509,877      3,509,877      3,509,877      3,427,531

</TABLE>



            SEE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                  Page 5 of 13
                                  Form 10-QSB


<PAGE>
<TABLE>
<CAPTION>

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


                                                              Nine months ended March 31,
                                                                  2007           2006
                                                              -----------    -----------
<S>                                                           <C>            <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net income (loss)                                             $   (56,393)   $   (89,128)
  Adjustments to reconcile net income (loss) to cash
       provided (used) by operating activities:
         Depreciation and amortization                              1,672            235
         Deferred income tax expense                                   --         82,000
         Realized (gains) on sales of marketable securities            --       (730,771)
  Changes in:
         Accounts receivable - related party                           --            594
         Accrued interest receivable - related party                   --         36,152
         Prepaids and other assets                                (15,170)        (3,135)
         Accrued expenses and other                              (332,159)        (2,397)
         Accrued income taxes                                          --        540,000
                                                              -----------    -----------

         Cash flows (used) by operating activities               (402,050)      (166,450)
                                                              -----------    -----------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
  Purchase of marketable securities                              (209,022)       (72,410)
  Proceeds from sales of marketable securities                         --      1,127,919
  Proceeds from disposal of LLC investment                             --         75,000
  Purchase of fixed assets                                         (8,696)        (1,810)
                                                              -----------    -----------

         Cash flows provided (used) by investing activities      (217,718)     1,128,699
                                                              -----------    -----------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
  Cash dividend paid                                                   --       (651,508)
  Proceeds from exercise of stock options                              --         73,750
                                                              -----------    -----------

         Cash flows provided by financing activities                   --       (577,758)
                                                              -----------    -----------

NET INCREASE (DECREASE)
  IN CASH AND CASH EQUIVALENTS                                   (619,768)       384,491

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

CASH AND CASH EQUIVALENTS, end of period                      $    17,125    $   484,317
                                                              ===========    ===========

  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 13
                                  Form 10-QSB


<PAGE>



                            Cambridge Holdings, Ltd.
                          Notes to Financial Statements

Note 1 - Investments in Common Stock and Other

At March 31, 2007 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   $   15,896   $   25,049
       AspenBio Pharma, Inc.                                    200,000      793,435      993,435
       Bactolac Pharmaceutical, Inc.                                 --        1,150        1,150
       Security With Advanced Technology, Inc. -  Warrants
                                                                     --        3,000        3,000
                                                             ----------   ----------   ----------

       Totals                                                $  209,153   $  813,481   $1,022,634
                                                             ==========   ==========   ==========
</TABLE>

During the nine months ended March 31, 2007, proceeds of $21,326 were received
from the sale of securities resulting in a $21,326 gain on the sale, determined
on the specific identification method.

Commencing in March 2002, 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,
develops and markets non-lethal and personal protection devices and facility and
mobile security systems for the security and surveillance industries, including
consumers. The Company currently owns 6,007 common shares and 5,000 publicly
tradable warrants in SWAT. 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"). At March 31, 2007 the Company owned 264,916
common shares of AspenBio. As of March 31, 2007, the Company also owned a total
of 128,571 warrants which were exercisable at an average exercise price of $1.17
per share. Subsequent to March 31, 2007 these warrants were exercised for cash
resulting in the issuance of 128,571 AspenBio common shares. The Company
thereupon sold 100,000 AspenBio common shares for approximately $445,000 in cash
in order to reduce the level of its investment assets. 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. These exercises of AspenBio warrants were done to maximize
shareholder value, as the warrants were either being redeemed for nominal value
if not then exercised or were scheduled to expire.

The Company currently owns one share of Bactolac Pharmaceutical, Inc. (formerly
- Advanced Nutraceuticals, Inc.) ("BPI"),a privately held contract vitamin and
nutraceutical manufacturer. Greg Pusey is the secretary and a director and
Jeffrey G. McGonegal is the assistant secretary of Bactolac.


                                  Page 7 of 13
                                  Form 10-QSB

<PAGE>

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. Shortly thereafter all of our
non-affiliate equity positions were liquidated. Most of our large stock
investments, where we had affiliate status were registered and distributed to
our shareholders. Recently we exercised AspenBio warrants that were in the money
so that we could put the company in a position to receive registered common
shares. Management intends to continue to liquidate its remaining investments 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. In continuation of this plan in
April 2007; 100,000 common shares held in AspenBio were sold for cash proceeds
of approximately $445,000.

It is the intention of management to liquidate its remaining investment assets,
retain an appropriate level of cash reserves and consider distributing any
excess proceeds as dividends to the Cambridge shareholders. Management
anticipates attempting to locate an operating company that would be an
appropriate merger partner for the remaining public shell.


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 March 31, 2007 no stock options are
outstanding.


Note 3 - Income Tax Expense (Benefit)

At March 31, 2007 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.

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

                                         Three Months Ended    Nine Months Ended
                                             March 31,              March 31,
                                         2007        2006       2007        2006
                                        -------   ---------   --------    --------
<S>                                     <C>       <C>         <C>         <C>
Current income tax expense (benefit):
         Federal                        $    --   $      --   $(11,000)   $622,000
         State                               --          --     (2,000)         --
                                        -------   ---------   --------    --------
Income tax expense (benefit)            $    --   $      --   $(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.



                                  Page 8 of 13
                                  Form 10-QSB
<PAGE>

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 through December 2006. The monthly
payment amount was reduced to $500 effective January 2007.

Greg Pusey, President, receives $5,000 per month for consulting services, plus a
total of $6,987 during the nine months ended March 31, 2007 for automobile
expenses and reimbursement of health insurance costs. No automobile and health
insurance costs are reimbursed after December 31, 2006. During the nine months
ended March 31, 2007, Jeff McGonegal, chief financial officer, received $15,000
for consulting services.


Note 5 - Recently Issues Accounting Pronouncements

In February 2007, the FASB issued Statement No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities -Including an amendment to FASB
Statement No. 115". This statement permits companies to choose to measure many
financial instruments and other items at fair value. The objective is to improve
financial reporting by providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value
measurement of accounting for financial instruments. This statement applies to
all entities, including not for profit. The fair value option established by
this statement permits all entities to measure eligible items at fair value at
specified election dates. This statement is effective as of the beginning of an
entity's first fiscal year that begins after November 15, 2007. The Company is
currently assessing the impact adoption of SFAS No. 159 will have on its
financial statements.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurement". 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 of the adoption of SFAS No. 157 will have on its financial
statements.

In July 2006, the FASB issued FASB Interpretation No.48, "Accounting for
Uncertainty in Income Taxes, an interpretation of FASB Statement 109"("FIN 48")
which clarifies the accounting for uncertainty in income taxes recognized in
accordance with SFAS No. 109, "Accounting for Income Taxes." FIN 48 is a
comprehensive model for how a company should recognize, measure, present, and
disclose in its financial statements uncertain tax positions that the company
has taken or expects to take on a tax return. If an income tax position exceeds
a more likely than not (greater than 50%) probability of success upon tax audit,
the company will recognize an income tax benefit in its financial statements.
Additionally, companies are required to accrue interest and related penalties,
if applicable, on all tax exposures consistent with jurisdictional tax laws. The
effective date of this interpretation will be fiscal years beginning after
December 15, 2006 and the Company is currently in the process of evaluating the
impact of this interpretation on its financial statements.



                                  Page 9 of 13
                                  Form 10-QSB

<PAGE>


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 March 31, 2007, the Company had cash and cash equivalents of $17,100 and
working capital of $1,057,600. As of March 31, 2007, the Company owned 128,571
warrants in AspenBio Pharma, Inc., ("AspenBio") which were exercisable at an
average exercise price of $1.17 per share. Subsequent to March 31, 2007 these
warrants were exercised for cash resulting in the issuance of 128,571 AspenBio
common shares. The Company thereupon sold 100,000 of its AspenBio common shares
for approximately $445,000 in cash.

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 nine-month period ended March 31, 2007 operating activities used cash of
$402,100. The cash was primarily used to pay accrued income taxes of $331,800.

For the nine-month period ended March 31, 2006 operating activities used cash of
$166,500. Gains realized on the sale of marketable securities were $730,800.
Accrued income taxes decreased providing cash of $540,000.

Cash used by investing activities was $217,700 during the nine-month period
ended March 31, 2007. The Company used $209,000 to purchase marketable
securities and $8,700 to purchase fixed assets.

Cash provided by investing activities was $1,129,000 during the nine-month
period ended March 31, 2006. The Company used $72,400 to purchase marketable
securities. Proceeds from sales of marketable securities provided $1,127,919.

There were no financing activities during the nine-month period ended March 31,
2007. Financing activities during the nine-month period ended March 31, 2006
provided cash of $577,800 by paying a cash dividend of $651,500. The exercise of
stock options proveded cash of $73,800.



                                 Page 10 of 13
                                  Form 10-QSB

<PAGE>




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

For the nine-month periods ended March 31, 2007 and 2006, other comprehensive
income (loss), net of tax, consisted of unrealized holding gains on investment
securities held for resale and in 2006 unrealized losses on LLCs. There was no
effect on income tax associated with the period end balances.

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

Three-month Period Ended March 31, 2007 compared to Three-month Period Ended
March 31, 2006

The Company's revenues for the three-month period ended March 31, 2007 totaled
approximately $300 consisting interest and dividend income. The Company's
revenues for the three-month period ended March 31, 2006 totaled approximately
$4,200 consisting primarily of interest and dividend income.

The Company's expenses for the three month periods ended March 31, 2007 and
2006, totaled $23,900 and $33,000 respectively. The higher expenses in 2006 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.

Nine-month Period Ended March 31, 2007 compared to Nine-month Period Ended
--------------------------------------------------------------------------
March 31, 2006
--------------

The Company's revenues for the nine-month period ended March 31, 2007 totaled
$29,800 consisting primarily of realized gains on sales of marketable
securities. The Company's revenues for the nine-month period ended March 31,
2006 totaled $751,000 consisting primarily of realized gains on sales of
marketable securities.

Operating, general and administrative expenses totaled $99,200 in the 2007
period and $218,300 in the 2006 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.

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 11 of 13
                                  Form 10-QSB

<PAGE>





                           Part II. Other Information

Item 6.  Exhibits

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








                                 Page 12 of 13
                                  Form 10-QSB

<PAGE>




                            Cambridge Holdings, Ltd.

                                   Form 10-QSB

                                 March 31, 2007



                                   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.



May 14, 2007                        By:         /s/ Gregory Pusey
                                          -------------------------------------
                                    Gregory Pusey
                                    President, Treasurer and Director


May 14, 2007                        By:        /s/ Jeffrey G. McGonegal
                                          -------------------------------------
                                    Jeffrey G. McGonegal
                                    Senior Vice President-Finance,
                                    Chief Financial Officer and Director




                                 Page 13 of 13
                                  Form 10-QSB

<PAGE>