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, 2003

( )  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 February 5, 2004
  -----------------------------                 -------------------------------
  Common Stock, $.025 par value                            3,029,870

Transitional Small Business Disclosure Format (Check one):

          Yes [ ]    No [X]


<PAGE>


                            Cambridge Holdings, Ltd.
                                   Form 10-QSB

                                Table of Contents


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

Balance Sheets as of December 31, 2003 and June 30, 2003......................4

Statements of Operations for the three-month and six-month
periods ended December 31, 2003 and 2002......................................5

Statements of Cash Flows for the six-month periods ended
December 31, 2003 and 2002....................................................6

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

Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................................10-12

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

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





                                     - 2 -
<PAGE>




                            Cambridge Holdings, Ltd.

                                   Form 10-QSB

                                December 31, 2003



                          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, 2003 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,
2003.





                                     - 3 -
<PAGE>


<TABLE>

                            Cambridge Holdings, Ltd.
                                 Balance Sheets
<CAPTION>

                                                             December 31,       June 30,
                                                                 2003            2003
                                                             (Unaudited)

                                     Assets
                                     ------
<S>                                                          <C>            <C>
Current assets:
  Cash and cash equivalents                                  $   199,637    $   205,267
  Investment securities - available for sale, net              1,468,528      1,867,025
  Deferred tax asset                                              82,000         82,000
                                                             -----------    -----------

Total current assets                                           1,750,165      2,154,292
                                                             -----------    -----------

 Property and equipment, net                                      36,226         47,608

 Notes Receivable                                                410,000        310,000
                                                             -----------    -----------

                                                             $ 2,196,391    $ 2,511,900
                                                             ===========    ===========



                      Liabilities and Stockholders' Equity
                      ------------------------------------

Current liabilities:
  Accounts payable and accrued expenses                      $     5,654    $     2,372
                                                             -----------    -----------

Total current liabilities                                          5,654          2,372
                                                             -----------    -----------


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)                                         (795,375)      (771,561)
  Net unrealized gains (losses) on securities,
      available for sale                                         (86,927)       208,050
                                                             -----------    -----------

Total stockholders' equity                                     2,190,737      2,509,528
                                                             -----------    -----------

                                                             $ 2,196,391    $ 2,511,900
                                                             ===========    ===========
</TABLE>



                                     - 4 -



<PAGE>

<TABLE>

                            Cambridge Holdings, Ltd.
                            Statements of Operations
                                   (Unaudited)
<CAPTION>


                                                  Three months ended               Six months ended
                                                     December 31,                    December 31,
                                                 2003           2002            2003           2002
                                                 ----           ----            ----           ----
<S>                                         <C>            <C>             <C>               <C>
Revenues:
Net realized gains (losses) on sales of
       investment securities                $     6,819    $   (25,529)    $    54,898       $    (2,293)
Interest and dividend income                      3,320          5,324           5,958            15,151
                                            -----------    -----------     -----------       -----------

Total revenues                                   10,139        (20,205)         60,856            12,858
                                            -----------    -----------     -----------       -----------

Expenses:
   Operating, general, and administrative        47,960         39,636          84,670            61,603
                                            -----------    -----------     -----------       -----------


Total expenses                                   47,960         39,636          84,670            61,603
                                            -----------    -----------     -----------       -----------


Net (loss)                                  $   (37,821)   $   (59,841)    $   (23,814)      $   (48,745)
   Other comprehensive income (loss),
       net of income tax:
   Unrealized holding gains (losses)            (27,649)       169,724        (294,977)           30,220
                                            -----------    -----------     -----------       -----------

Comprehensive income (loss)                 $   (65,470)   $   109,883     $  (318,791)      $   (18,525)
                                            ===========    ===========     ===========       ===========
Basic and diluted (loss)
   per common share:                        $      (.01)   $      (.02)    $      (.01)      $      (.02)
                                            ===========    ===========     ===========       ===========

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





                                     - 5 -
<PAGE>


<TABLE>

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

                                                                            Six months ended
                                                                              December 31,
                                                                       2003                  2002
                                                                       ----                  ----
<S>                                                                <C>                   <C>
Operating Activities:
   Net income (loss)                                               $  (23,814)           $  (48,745)
   Adjustments to reconcile net income (loss) to cash
     provided by (used in) operating activities:
       Depreciation and amortization                                   11,382                 5,784
       Proceeds from sale of equipment, net of gain                         -                   854
       Realized (gains) losses on sales of marketable securities      (54,898)                2,293
       Interest earned on investment securities                        (4,091)                    -
   Changes in operating assets and liabilities:
     Prepaids and other                                                     -                 8,750
     Accounts payable and accrued expenses                              3,282                (5,392)

----------------------------------------------------------------------------------------------------
Net cash (used in) operating activities                               (68,139)              (36,456)
----------------------------------------------------------------------------------------------------

Investing activities:
  Purchase of marketable securities                                   (69,665)             (386,565)
  Proceeds from sales of marketable securities                        102,164               352,765
  Proceeds from sales of investment securities                        130,010
  Additions to notes receivable                                      (140,000)                    -
  Collection of notes receivable                                       40,000
  Additions to note receivable-related party                                -                (1,662)
  (Decrease) in value of trading securities                                 -               (10,477)
  Purchase of fixed assets                                                  -               (65,045)

----------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities                    62,509              (110,984)

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

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

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

(Decrease) in cash and cash equivalents                                (5,630)             (147,440)
Cash and cash equivalents, beginning of period                        205,267               408,756

----------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                           $  199,637            $  261,316
====================================================================================================
</TABLE>




                                      -6-

<PAGE>



                            Cambridge Holdings, Ltd.
                     Notes to Condensed Financial Statements

Note 1 - Convertible Note Investments


In December 2002, the Company loaned $125,000 to A4S Technologies, Inc. and
received an 8% note for $125,000 due in one year convertible into A4S common
stock at $.92 per share. 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 converted the $125,000 note into A4S common stock at
$.92 per share, and loaned $160,000 to A4S. The Company received a 6% note for
$160,000 due December 31, 2005 which is convertible into A4S common stock at
$1.00 per share, subject to specified adjustments. In September 2003, the
Company agreed to loan an additional $100,000 to A4S, which loan was made in
October 2003 and evidenced by a 6% note due December 31, 2005. The note is
convertible into A4S common stock at $1.00 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 $1.00 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.


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.

In July 2002, AspenBio obtained a bank loan for purposes of constructing a new
facility. The bank required additional collateral and the Company agreed to
guarantee up to $200,000 of the bank loan. AspenBio made a note to the Company
to cover any amounts the Company might have been required to pay pursuant to the
guarantee. In connection with the guarantee, AspenBio, Inc. 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 Cambridge
guaranteed was paid off and replaced by a permanent mortgage and a second
guaranteed by the SBA (Small Business Administration) thereby terminating the
guarantee by Cambridge with no amounts having been paid.

                                      -7-
<PAGE>
In July and September of 2003, the Company made two separate loans of $20,000,
each to AspenBio. These loans were repaid in December 2003 with interest.

Note 3 - Recent Accounting Pronouncements

Accounting for Guarantees - In November 2002, Financial Accounting Standards
Board ("FASB") Interpretation 45,Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others ("FIN 45") was issued. FIN 45 requires a guarantor entity, at the
inception of a guarantee covered by the measurement provisions of the
interpretation, to record a liability for the fair value of the obligation
undertaken in issuing the guarantee. Interpretation 45 applies prospectively to
guarantees the Company issues or modifies subsequent to December 31, 2002.
Adoption of FIN 45 did not have an effect on the Company's 2003 financial
condition or results of operations.

Stock-Based Compensation - In December 2002, the FASB issued FASB No. 148 (SFAS
148), Accounting for Stock-Based Compensation - Transition and Disclosure. This
Statement amends FASB Statement No. 123, Accounting for Stock-Based
Compensation, to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. It also amends disclosure requirements to require prominent
disclosures in both annual and interim financial statements about the method and
the effect of the method used for stock based compensation on reported results.
The statement is effective for fiscal years ending after December 15, 2002.
Adoption of SFAS 148 did not have a material effect on the Company's financial
statements.

Variable Interest Entities - In January 2003, the FASB issued FASB
Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities. 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 beginning after
December 15, 2003, to variable interest entities in which an enterprise holds a
variable interest that it acquired before February 1, 2003. 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.


                                      -8-
<PAGE>
Derivative Instruments and Hedging Activities - In April 2003, the FASB issued
Statement of Financial Accounting Standards No. 149 ("SFAS 149"), "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities," which amends
and clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts. SFAS 149
is effective for contracts entered into or modified after June 30, 2003 and for
hedging relationships designated after June 30, 2003. The provisions of SFAS 149
are to be applied prospectively. The adoption of SFAS No. 149 did not have a
material impact on the Company's financial position or results of operations.

Revenue Arrangements - In November 2002, the Emerging Issues Task Force ("EITF")
reached a consensus on Issue 00-21, Accounting for Revenue Arrangements with
Multiple-Deliverables ("EITF 00-21"). EITF 00-21 addresses how to account for
arrangements that may involve the delivery or performance of multiple products,
services and/or rights to use assets. The consensus mandates how to identify
whether goods or services or both which are to be delivered separately in a
bundled sales arrangement should be accounted for separately because they are
"separate units of accounting." The guidance can affect the timing of revenue
recognition for such arrangements, even though it does not change rules
governing the timing or pattern of revenue recognition of individual items
accounted for separately. The final consensus will be applicable to agreements
entered into in fiscal years beginning after June 15, 2003 with early adoption
permitted. Additionally, companies will be permitted to apply the consensus
guidance to all existing arrangements as the cumulative effect of a change in
accounting principle in accordance with APB Opinion No. 20, Accounting Changes.
The Company does not believe the adoption of EITF 00-21 will have a material
impact on its financial position or results of operations.

Financial Instruments - In May 2003 the FASB issued Statement of Financial
Accounting Standards No. 150, Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity ("SFAS No. 150"). 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 fiscal quarter commencing July 1, 2003. The adoption of
SFAS No. 150 did not have an effect on the Company's financial position, results
of operations or cash flows.



                                      -9-
<PAGE>




Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

The information set forth in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" below includes "forward looking statements"
within the meaning of Section 27A of the Securities Act, and is subject to the
safe harbor created by that section. Factors that could cause actual results to
differ materially from these contained in the forward looking statements are set
forth in "Management's Discussion and Analysis of Financial Condition and
Results of Operations."


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

During 1997, the Company purchased from an unaffiliated seller, raw land in an
area known as Cordillera Valley Club in Eagle County, Colorado west of Vail. The
land was conveyed to a limited liability company in which the Company was a
member with a 50% interest (CVC Lot 19 LLC). Subsequent funds conveyed by the
Company to the LLC were recorded as notes receivable from a related party on the
Company's balance sheet. The lot was developed with a luxury residence that was
completed in early 1998.

Following an extended period of unsuccessfully attempting to market the
property, in February 2003 Ed Zneimer, the other 50% owner in CVC Lot 19, LLC,
purchased the Company's interest and the related note receivable in CVC Lot 19,
LLC for $200,000, paid in cash. The sale transaction resulted in a reported gain
to the Company during the third quarter of the last fiscal year totaling
approximately $44,100, after considering the impairment allowance of
approximately $382,400, which had previously been recorded against the asset.

In addition to real property acquisitions, the Company may consider the possible
acquisition of, or merger with, another business entity, or other types of
business transactions. The Company does not intend to limit its search to
companies in real estate activities. A substantial amount of time may lapse and
the Company may expend considerable funds for consulting, legal, accounting and
other fees before the Company is able, if at all, to acquire other real estate
interests or businesses outside the real estate industry. From time to time, the
Company also acquires equity securities, which have a potential for capital
gains and losses or, in some cases, income potential. The Company has no
limitations on the percentage of assets that may be invested in any one
instrument, or type of investment, nor is the Company limited in the types of
real estate in which the Company may invest. The Company's determination of the
method of operating and financing its properties is not fixed, and will, instead
depend on the type of property purchased and the Company's objective in
operating the particular property.

For the six-month period ended December 31, 2003, operating activities used cash
of $68,100. Gains realized on the sale of marketable securities were $54,900. An
increase in accrued liabilities provided cash of $3,300.


                                      -10-
<PAGE>
Cash provided by investing activities was $62,500 during the six-month period
ended December 31, 2003. The Company used $69,700 to purchase marketable
securities plus a net of $100,000 was used in additions to notes receivable.
Proceeds from sales of marketable securities provided $102,200. Proceeds from
sales of investment securities provided $130,000.

There were no financing activities during the six-month periods ended December
31, 2003 or 2002.

At December 31, 2003, the Company had cash and cash equivalents of $199,600 and
working capital of $1,744,500. 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 consideration of potential business
opportunities, the Company expects to consider the potential effect on its
liquidity.

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

For the six-month periods ended December 31, 2003 and 2002, other comprehensive
income (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
---------------------

Six Month Period Ended December 31, 2003 compared to Six Month Period Ended
December 31, 2002
---------------------------------------------------------------------------

The Company's revenues for the six-month period ended December 31, 2003 totaled
approximately $60,900 consisting of interest on temporary cash on hand and other
money market instruments of $6,000 and realized gains of sales of investment
securities of $54,900. The Company's revenues for the six-month period ended
December 31, 2002 totaled approximately $12,900 consisting of interest on
temporary cash on hand and other money market instruments of $15,200 and
realized losses of sales of investment securities of $2,300.

During the six-month periods ended December 31, 2003 and December 31, 2002, the
Company incurred operating, general and administrative costs of approximately
$84,700 and $61,600, respectively. The Company had a net loss for the six-month
period ended December 31, 2003 of approximately $23,800 as compared with a net
loss of $48,700 for the six-month period ended December 31, 2002.



                                      -11-
<PAGE>


Item 3.  Controls and Procedures

(a)  Evaluation of Disclosure Controls and Procedures

The management of the Company, including the Chief Executive Officer and the
Chief Financial Officer, has conducted an evaluation of the effectiveness of the
Company's disclosure controls and procedures pursuant to Rule 13a-14 under the
Securities Exchange Act of 1934 as of a date (the "Evaluation Date") within 90
days prior to the filing date of this report. Based on that evaluation, the
Chief Executive Officer and the Chief Financial Officer concluded that, as of
the Evaluation Date, the Company's disclosure controls and procedures were
effective in ensuring that all material information relating to the Company
required to be filed in the annual report has been made known to them in a
timely manner.

(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, our internal control over financial
reporting.




                           Part II. Other Information
Item 6. - Exhibits and Reports on Form 8-K

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






                                      -12-
<PAGE>



                            Cambridge Holdings, Ltd.

                                   Form 10-QSB

                                December 31, 2003



                                   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 5, 2004                   By:  /s/ Gregory Pusey
                                       -----------------------------
                                   Gregory Pusey
                                   President, Treasurer and Director


February 5, 2004                   By: /s/ Jeffrey G. McGonegal
                                      ------------------------------
                                   Jeffrey G. McGonegal
                                   Senior Vice President-Finance and
                                   Chief Financial Officer





                                      -13-

<PAGE>