SecProbe.io

CORRESP
1
filename1.htm

Correspondence

Confidential Treatment
Requested

[Letterhead
of Sutherland Asbill & Brennan]

   STEVEN
B. BOEHM

DIRECT LINE:
202.383.0176
Internet:
steven.boehm@sablaw.com

August 1, 2005

VIA FACSIMILE AND REGULAR
MAIL

Ms. Yolanda Crittendon
Staff
Accountant
Securities and Exchange
Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549

        Re:
     Cambridge Holdings, Ltd., File No. 000-12962 (Additional Comments)

Dear Ms. Crittendon:

        On
behalf of our client, Cambridge Holdings, Ltd. (“Cambridge” or the
“Company”), this letter responds to your letter of July 13, 2005. We have set
forth below your comments, followed by our responses.

         1.
          We have read your responses to comment 3 where you indicate that
          management and the Company’s Board of Directors believed the Company’s
          controls and procedures environment were effective at all times, including the
          dates in question. Please refer to the SEC’s letter dated June 29, 2005
          from Senior Counsel in which the Staff acknowledges that the Company met the
          definition of an “investment company” as provided in Section 3(a)(1)
          of the Investment Company Act; and accordingly should have registered as an
          investment company and met the reporting requirements of such Act. The term
          disclosure controls and procedures means controls and other procedures of an
          issuer that are designed to ensure that information required to be disclosed by
          the issuer in the reports that it files or submits under the Act is recorded,
          processed, summarized and reported, within the time periods specified in the
          Commission’s rules and forms. Therefore, we are still unclear as to how
          management determined that the disclosure controls and procedures were effective
          at December 31, 2004 and March 31, 2005. Please explain.

      [Redacted]

Confidential Treatment
Requested
By Cambridge Holdings, Ltd

Ms. Yolanda Crittendon
August
1, 2005
Page 2

         2.
          We have read your response to comments 4 and 5 and reviewed the related
          amendments. Please revise the applicable disclosures in your Form 10-QSB to
          acknowledge that the Company has met the definition of an “investment
          company” as provided in Section 3(a)(1) of the Investment Company Act; and
          accordingly should have registered and been reporting as an investment company.

        The
Company’s Form 10-QSB for the period ended March 31, 2005 has been amended (Amendment
2) and re-filed to disclose and acknowledge that the Company has met the definition of an
“investment company” as provided in Section 3(a)(1) of the Investment Company
Act and, accordingly, that the Company should have registered and been reporting as an
investment company under the Investment Company Act. A marked copy of Amendment 2 to the
March 31, 2005 Form 10-QSB has been attached for your review and reference.

     *     *     *

        The
Company requests that its response to comment 1 above be treated as confidential and
non-public under the Freedom of Information Act (“FOIA”) (5 U.S.C. § 552),
and all applicable regulations adopted by the Securities and Exchange Commission
(including 17 C.F.R. § 200.83 (d)(1)). The Company also requests that it receive
notification and an opportunity to contest disclosure if that information is the subject
of FOIA request. The address and telephone number for any such notification are:

Steven
B. Boehm, Esq.
Sutherland Asbill & Brennan, LLP
 1275 Pennsylvania Avenue, N.W.

Washington, DC 20004-2415
(202)
383-0176

Confidential Treatment
Requested
By Cambridge Holdings, Ltd

Ms. Yolanda Crittendon
August
1, 2005

Page 3

        Further,
if the Commission determines that confidential treatment is not warranted with respect to
this letter and the information contained herein, the Company respectfully requests ten
(10) days notice to any intended release so that the Company may, if deemed necessary or
appropriate, pursue any available remedies.

     *     *     *

        If
you have any questions or require any additional information, please do not hesitate to
the foregoing at (202) 383-0176.

     Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

    cc:        Mr.
Gregory Pusey/Cambridge Holdings, Ltd.

                Adam Agron, Esq./Brownstein Hyatt & Farber, P.C.