UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) ~~September~~August 154, ~~2010~~2011

CAMBRIDGE HOLDINGS, LTD.

(Exact name of Registrant as specified in its charter)

Colorado		0-12962		84-0826695
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

106 S. University Blvd., #14, Denver, CO 80209

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

~~(Address~~Registrant’s oftelephone ~~Principal~~number, ~~Executive~~including ~~Offices~~area code: (303) 722-4008

(~~303)~~Former ~~722-4008~~name or former address, if changed since last report.)

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ITEM 14.01 ~~Entry~~. ~~into~~CHANGES aIN ~~Material~~REGISTRANT'S ~~Definitive~~CERTIFYING ~~Agreement.~~ACCOUNTANT

~~In addition to the transactions described under Item 2.03 below, which are incorporated herein by reference, on September 15, 2010~~ (~~the “Initial Closing Date”~~a), ~~(i)~~ Cambridge Holdings, Ltd. (the “Company”) ~~made~~received ~~loans~~notice ~~(the~~from ~~“PMI~~Cordovano ~~Loan”)~~and ~~totaling $1~~Honeck,~~025,000~~ toLLP ~~Prescient Medical, Inc.~~ (“~~PMI~~Honeck”), inits ~~consideration~~independent ~~for~~registered ~~PMI’s~~public ~~issuance~~accounting tofirm ~~the~~that ~~Company~~it ofwould anot 6%stand ~~Senior~~for ~~Secured~~reappointment ~~Promissory Note (“PMI Note”) in an original principal amount equal~~ to ~~the~~audit ~~amount of such PMI Loan, and (ii) PMI and~~ the Company’s ~~entered~~financial ~~into~~statements. aHoneck ~~Security~~provided ~~Agreement~~this ~~pursuant~~notice due to ~~which~~rules ~~PMI~~promulgated ~~granted~~by the Public Company aAccounting ~~continuing~~Oversight ~~security~~Board. ~~interest~~Under inthese ~~all~~rules, ofHoneck ~~PMI’s~~is ~~assets~~precluded ~~and~~from ~~any~~auditing ~~and~~the ~~all~~financial ~~proceeds~~statements ~~and~~due ~~products~~to ~~therefrom~~the ~~for~~partner ~~the~~rotation ~~purpose~~requirements ofapproved ~~securing~~by the ~~payment~~Securities and ~~performance~~Exchange ofCommission ~~PMI’s~~as ~~obligations~~part ~~under~~of the ~~PMI~~Sarbanes-Oxley ~~Note~~Act ~~and~~of ~~any~~2002. ~~other~~The ~~agreements,~~Securities ~~instruments~~Act ~~and~~of ~~documents~~1934 ~~executed~~was inamended ~~connection~~to ~~therewith,~~include ~~including~~the ~~any~~following ~~Subsequent PMI Notes (as defined below).~~requirements:

~~The~~‘‘(j) ~~original~~AUDIT ~~principal~~PARTNER ~~amount~~ROTATION. of- ~~the~~It ~~PMI~~shall ~~Note~~be ~~equals~~unlawful ~~the~~for ~~aggregate~~a ~~net~~registered ~~proceeds~~public ~~from~~accounting ~~the~~firm ~~sale~~to ofprovide ~~Bridge~~audit ~~Units~~services ~~(as~~to ~~defined~~an ~~below)~~issuer byif the ~~Company~~lead ~~on the Initial Closing Date in connection with the initial closing~~ (~~the~~or ~~“Initial Closing”~~coordinating) ~~under~~audit ~~that~~partner ~~certain~~(having ~~Securities~~primary ~~Purchase~~responsibility ~~Agreement,~~for ~~dated as of~~ the ~~Initial Closing Date~~audit), byor ~~and among~~ the ~~Company~~audit ~~and~~partner ~~certain~~responsible ~~investors~~for ~~named~~reviewing ~~therein (~~the ~~“Purchase Agreement”). The Company also agreed~~audit, ~~pursuant~~has toperformed ~~the~~audit ~~Purchase~~services ~~Agreement,~~for tothat ~~disburse~~issuer ~~subsequent~~in ~~loans~~each ~~to PMI equal to the net proceeds from the sale~~ of ~~Bridge Units by~~ the ~~Company~~5 atprevious ~~subsequent~~fiscal ~~closings~~years ~~under the Purchase Agreement in consideration for the issuance~~ of ~~additional~~that ~~PMI Notes by PMI (“Subsequent PMI Notes”)~~issuer.’’.

AsCordovano ~~announced~~and byHoneck ~~the~~LLP ~~Company~~provided onaudit ~~the~~services ~~Current~~to ~~Report on Form 8-K filed with~~ the ~~Securities~~Company ~~and~~for ~~Exchange Commission (~~the ~~“SEC”)~~fiscal onyears ~~August~~June 2030, 2006 to 2010,. Honeck’s ~~PMI~~reports ~~and~~on the ~~Company~~financial ~~previously~~statements ~~entered into a non-binding letter~~ of ~~intent with respect to a proposed reverse triangular merger pursuant to which~~ the Company ~~would acquire PMI~~ as aof ~~wholly-owned~~June ~~subsidiary~~30, ~~(the~~2010 ~~“Merger”). The~~and ~~proceeds~~2009 ~~from the PMI Note (~~and ~~any~~for ~~Subsequent~~the ~~PMI~~years ~~Notes)~~then ~~are~~ended, ~~intended~~did tonot becontain ~~used~~an toadverse ~~fund~~opinion ~~the~~or ~~working~~disclaimer ~~capital requirements~~ of ~~PMI pending the consummation of the Merger; provided~~opinion, ~~however,~~nor ~~there~~were ~~are~~they noqualified ~~guarantees~~or ~~the~~modified ~~parties~~as ~~will~~to ~~successfully negotiate~~uncertainty, ~~execute~~audit ~~and~~scope, ~~deliver~~or ~~definitive~~accounting ~~agreements~~principles. ~~and~~The ~~successfully~~report ~~complete~~for the ~~conditions~~year ~~required~~ended ~~with~~June ~~respect~~30, to2010, ~~the~~however, ~~consummation~~contained ofa ~~the~~“going ~~Merger~~concern” paragraph.

~~Item~~Furthermore, ~~2.03 Creation~~for the years ended June 30, 2010 and 2009 and the subsequent interim period through the present, there were no disagreements with Honeck on any matter of aaccounting ~~Direct~~principles ~~Financial~~or ~~Obligation~~practices, financial statements disclosure or anauditing ~~Obligation~~scope ~~under~~or anprocedure ~~Off-Balance~~which, ~~Sheet~~if ~~Arrangement~~not resolved to the satisfaction of Honeck, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports to the Company’s financial statements for such years. During the years ended June 30, 2010 and 2009 and the subsequent interim period through the present, there were no “reportable events” as such term is defined in Item 304(a) ~~Registrant~~of Regulation S-B.

OnThe ~~the Initial Closing Date, the~~ Company ~~and~~has ~~certain~~provided ~~investors~~Honeck ~~executed~~with ~~and~~a ~~delivered~~copy ~~the~~of ~~Purchase~~this ~~Agreement~~Form ~~pursuant~~8-K prior to ~~which~~its ~~the~~filing ~~Company offered~~ and ishas ~~offering~~requested ~~(the~~that ~~“Bridge~~it ~~Offering”)~~furnish ~~to sell to eligible investors units of~~ the Company’s ~~securities~~with ~~(“Bridge~~a ~~Units”)~~letter ~~comprised~~addressed ofto ~~(i) 6% Convertible Promissory Notes (~~the ~~“Convertible~~Securities ~~Notes”),~~ and ~~(ii)~~Exchange ~~warrants~~Commission ~~(the~~stating ~~“Bridge~~whether ~~Warrants”)~~Honeck toagrees ~~purchase~~with ~~shares of~~ the ~~Company’s~~above ~~common~~statements ~~stock (“Common Stock”). In addition~~and, onif ~~the Initial Closing Date~~not, ~~the~~stating ~~Company conducted~~ the ~~Initial~~respects ~~Closing~~it ofdoes ~~the~~not ~~Bridge~~agree. ~~Offering~~Honeck ~~under~~has ~~the~~furnished ~~Purchase~~that ~~Agreement. The~~letter, ~~aggregate~~and ~~original~~a ~~principal~~copy ~~amount~~ of ~~the~~it ~~Convertible~~is ~~Notes~~attached ~~sold~~as atExhibit ~~the Initial Closing equaled $~~16.1~~,075,937,~~ ~~prior~~ to ~~expenses~~this ~~which~~Form ~~totaled $50,231~~8-K. ~~The number of shares of Common Stock into which the Bridge Warrants issued at the Initial Closing are exercisable is described below.~~

~~Unless~~On ~~converted~~August ~~in accordance with their terms and conditions~~4, ~~the Convertible Notes will mature upon the earlier to occur of (i) June 30,~~ 2011 and (ii) an Event of Default (as defined below). Interest of 6% per annum accrues and compounds annually on the Convertible Notes and will be payable upon conversion or maturity of the Convertible Notes. The outstanding principal amount of the Convertible Notes, ~~plus accrued and unpaid interest thereon, shall automatically convert into units of~~ the Company’s ~~securities~~Board ~~(“Related~~of ~~Offering~~Directors ~~Units”),~~took ataction ~~a conversion price equal~~ to aname ~~33% discount to~~ the ~~price~~accounting atfirm ~~which such Related Offering Units are sold in a private placement offering in an anticipated minimum amount~~ of $6Schumacher ~~million~~& ~~and~~Associates, ~~a maximum amount of $12 million (the “Related Offering”)~~Inc. ~~The~~, ~~Related~~Certified ~~Offering~~Public isAccountants, ~~anticipated~~7931 ~~to close simultaneously with the closing of the proposed Merger~~S. As ofBroadway, ~~the~~#314, ~~date hereof~~Littleton, ~~the~~CO ~~terms~~80122. ~~and~~The ~~conditions~~engagement of ~~the~~Schumacher ~~Related~~& ~~Offering have not been finalized~~Associates, ~~including~~Inc. ~~with~~was ~~respect~~effective toon ~~the~~August ~~type~~4, ~~and price of offered securities~~2011.

Prior to Schumacher & Associates, Inc’s engagement, the Company did not consult with that firm as to the type of audit opinion that might be rendered on the Company’s financial statements nor did Schumacher & Associates, Inc. provide any written or oral advice relating to any accounting, auditing or financial issue relating to the Company regarding any of the matters or events set forth in Item 304(a)(2 )(i) or Item 304(a)(2)(ii) of Regulation S-K.

~~The~~ITEM ~~conversion price of the Convertible Notes may be adjusted in certain circumstances~~9. ~~The~~01 ~~conversion~~FINANCIAL ~~price~~STATEMENTS ofAND the Convertible Notes are subject to a full-ratchet anti-dilution adjustment in the event that the Company issues Common Stock or common stock equivalents at a price per share less than the then-applicable conversion price of the Convertible Notes.EXHIBITS

~~If the Related Offering and the Merger are consummated and the Company issues warrants as part of the Related Offering Units~~ (~~the “Related Offering Warrants”~~d), each Bridge Warrant will be exchanged for a Related Offering Warrant to purchase a number of shares of Common Stock equal to the quotient obtained by dividing (i) 40% of the aggregate principal amount of the Convertible Notes purchased by the holder, by (ii) a per share price equal to 66.7% of the per Related Offering Unit offering price of the Related Offering Units sold in the Related Offering. If the Company does not issue Related Offering Warrants in connection with the Related Offering, each Bridge Warrant will be exercisable for a number of shares of Common Stock equal to the quotient obtained by dividing (i) an amount equal to the aggregate principal amount of the Convertible Notes purchased by the holder divided by $2.50, by (ii) 150% of the per share price of the shares of Common Stock sold in the Related Offering. If the Company does not consummate the Related Offering and the Merger is terminated, each Bridge Warrant will be exercisable for a number of shares of Common Stock equal to the quotient obtained by dividing (i) an amount equal to the aggregate principal amount of the Convertible Notes purchased by the holder divided by $2.50, by (ii) 150% of the average five-day closing price of the Common Stock at the time of the Merger termination.Exhibits

If16.1 atLetter ~~any~~from ~~time~~Cordovano ~~commencing~~and ~~30 days after the closing of the Related Offering~~Honeck, ~~the~~LLP. ~~bid~~to ~~price of~~ the ~~Common~~Securities ~~Stock~~and ~~equals~~Exchange ~~200% or more of the per share price of the Common Stock sold in the Related Offering for each of the preceding 10 consecutive trading days~~Commission, ~~the~~dated ~~Company~~August ~~will have a right~~8, ~~exercisable for 2 trading days after such 10-day period, to call all or any portion of the Bridge Warrants at a per share call price of $0~~2011.01 per share of Common Stock cancelled under the Bridge Warrant in connection with the exercise of the Company’s call right; provided, however, the holder of the Bridge Warrant will have the right to exercise the portion of the Bridge Warrant subject to the call during the period ending 30 days after such holder receives notice of the Company’s exercise of the call right.

The exercise price and number of shares of Common Stock issuable on exercise of the Bridge Warrants may be adjusted in certain circumstances, including in the event of a stock split, stock dividend or recapitalization, reorganization, merger or consolidation.

Item 3.02 Unregistered Sales of Equity Securities.

The information disclosed under Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference.

The Bridge Units were sold only to accredited investors, as defined under Regulation D promulgated by the SEC, under the Securities Act of 1933, as amended (the “Securities Act”). The sale of Bridge Units in the Bridge Offering was exempt from registration under Section 4(2) of the Securities Act and Regulation D as promulgated by the SEC.

The Company paid (or intends to pay after the date hereof) American Beacon Capital Partners, Inc., the placement agent retained by the Company in connection with the Bridge Offering (the “Placement Agent”), cash compensation in the amount of (i) 4% of the gross proceeds received in the Bridge Offering from existing shareholders of PMI, plus (ii) 7% of the gross proceeds received in the Offering from investors other than PMI’s existing shareholders. In addition, the Company will also issue to the Placement Agent warrants (the “Placement Agent Warrants”) to purchase a number of shares of Common Stock equal to (i) 10% of the number of shares of Common Stock into which the Convertible Notes convert at the closing of the Related Offering (as defined below), plus (ii) 10% of the number of shares of Common Stock into which the Bridge Warrants are exercisable. As a result of the foregoing, the Placement Agent was paid cash compensation equal to $40,037, plus expenses of $7,500 and received Placement Agent Warrants to purchase a number of shares of Common Stock to be determined based on the results of the Bridge Offering and the Related Offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Securities Purchase Agreement, dated September 15, 2010, by and among the Company and the Buyers named therein
10.2	Form of 6% Convertible Promissory Note
10.3	Form of Warrant
10.4	Senior Secured Convertible Promissory Note, dated September 15, 2010, issued by PMI to the Company
10.5	Security Agreement, dated September 15, 2010, by and between PMI and the Company

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized

	Cambridge Holdings, Ltd. (Registrant)
September 20, 2010	By:	/s/ Jeffrey G. McGonegal
August 8, 2011	By:	/s/ Jeffrey G. McGonegal
		Name: Jeffrey G. McGonegal
	Name:	Jeffrey G. McGonegal
		Title: Senior Vice President-Finance and Chief Financial Officer
	Title:	Senior Vice President-Finance and Chief Financial Officer

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