UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549

FORM 10-QSB

(MarkOne)

    Quarterly report under Section 13 or15(d) of the Securities Exchange Act of 1934

        For thequarterly period ended September 30, 2005

    Transition report under Section 13 or 15(d) of theExchange Act

        For the transition period from                         to                        

Commission File Number 000-51240

Juniper Partners Acquisition Corp.(Exact Name of Small Business Issuer as Specified in ItsCharter)

|                                                              |  |                                     |  |  |  |  |
|--------------------------------------------------------------|--|-------------------------------------|--|--|--|--|
| Delaware                                                     |  | 20-2278320                          |
| (Stateor other Jurisdiction of Incorporation orOrganization) |  | (I.R.S. Employer IdentificationNo.) |
|                                                              |

56 West 45th Street, Suite805, New York, New York 10036 (Address of Principal ExecutiveOffice)

(212) 398-3112(Issuer's Telephone Number, Including Area Code)

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

Yes         No

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act). Yes        No 

As of November 14, 2005, 548,100shares of common stock, par value $.0001 per share, and 2,875,000shares of Class B common stock, par value $.0001 per share, were issuedand outstanding.

Transitional Small Business Disclosure Format(check one):            Yes         No

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|---------------------------------------------------------------------------|--|--------|--|--|--|--|
|                                                                      |  | Page   |
| Part I: FinancialInformation:                                             |  |   |
| Item 1 –Financial Statements (Unaudited):                           |  |   |
| BalanceSheet                                                              |  | 1      |
| Statements ofOperations                                                   |  | 2      |
| Statement ofStockholders' Equity                                          |  | 3      |
| Statement of Cash Flows                                                   |  | 4      |
| Notes to Financial Statements                                             |  | 5      |
| Item 2 – Management's Discussion andAnalysis or Plan of Operation   |  | 10     |
| Item 3 – Controls andProcedures                                     |  | 11     |
| Part II. OtherInformation                                                 |  |   |
| Item 2 – Unregistered Salesof Equity Securities and Use of Proceeds |  | 12     |
| Item 6 – Exhibits                                                   |  | 12     |
| Signatures                                                                |  | 13     |
|                                                                           |

1

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Juniper PartnersAcquisition Corp. (a corporation in the development stage)Balance Sheet

September 30, 2005(Unaudited)

|                                                                                                                                                                                    |  |        |            |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|------------|---------|--|--|
| **ASSETS**                                                                                                                                                                         |  |   |       |    |
| **CurrentAssets:**                                                                                                                                                                 |  |   |       |    |
| Cash and cashequivalents                                                                                                                                                           |  | $      | 1,072,877  |    |
| U.S.Government Securities held in Trust Fund (Note1)                                                                                                                               |  |   | 14,616,334 |    |
| Prepaidexpenses                                                                                                                                                                    |  |   | 79,465     |    |
| **Totalcurrentassets**                                                                                                                                                             |  |   | 15,768,676 |    |
| **Totalassets**                                                                                                                                                                    |  | $      | 15,768,676 |    |
| **LIABILITIESAND STOCKHOLDERS'EQUITY**                                                                                                                                             |  |   |       |    |
| **CurrentLiabilities:**                                                                                                                                                            |  |   |       |    |
| Accruedregistration costs                                                                                                                                                          |  | $      | 65,172     |    |
| Accountspayable and accruedexpenses                                                                                                                                                |  |   | 31,675     |    |
| **Totalcurrentliabilities**                                                                                                                                                        |  |   | 96,847     |    |
|                                                                                                                                                                               |  |   |       |    |
| Commonstock, subject to possible conversion, 574,713 shares at conversionvalue                                                                                                     |  |   | 2,921,805  |    |
|                                                                                                                                                                               |  |   |       |    |
| **Commitment**(Note6)                                                                                                                                                              |  |   |       |    |
|                                                                                                                                                                               |  |   |       |    |
| **Stockholders'Equity** (Note 7 and 8):                                                                                                                                            |  |   |       |    |
| Preferredstock, par value $.0001 per share, 5,000 shares authorized, 0 sharesissued                                                                                                |  |   | —    |    |
| Common stock, parvalue $.0001 per share, 20,000,000 shares authorized, 548,100 sharesissued and outstanding                                                                        |  |   | 55         |    |
| Commonstock, Class B, par value $.0001 per share, 5,000,000 sharesauthorized, 2,875,000 shares issued and outstanding (which includes574,713 shares subject to possibleconversion) |  |   | 288        |    |
| Additionalpaid-in-capital                                                                                                                                                          |  |   | 12,763,525 |    |
| Deficitaccumulated in the developmentstage                                                                                                                                         |  |   | (13,142    | )  |
| Accumulated othercomprehensiveloss                                                                                                                                                 |  |   | (702       | )  |
|                                                                                                                                                                               |  |   |       |    |
| **Totalstockholders'equity**                                                                                                                                                       |  |   | 12,750,024 |    |
|                                                                                                                                                                               |  |   |       |    |
| **Totalliabilities and stockholders'equity**                                                                                                                                       |  | $      | 15,768,676 |    |
|                                                                                                                                                                               |  |   |       |    |
|                                                                                                                                                                               |  |   |       |    |
|                                                                                                                                                                                    |

SeeNotes to Unaudited Financial Statements

1

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Juniper Partners Acquisition Corp. (acorporation in the development stage)

Statements ofOperations(Unaudited)

|                                                                                       |  |                                            |           |                                                     |  |        |           |         |  |  |
|---------------------------------------------------------------------------------------|--|--------------------------------------------|-----------|-----------------------------------------------------|--|--------|-----------|---------|--|--|
|                                                                                  |  | Forthe threemonths endedSeptember 30, 2005 |           | Frominception(February 3, 2005) toSeptember 30,2005 |
| **Revenue**                                                                           |  | $                                          | —   |                                                |  | $      | —   |    |
| **Operatingexpenses:**                                                                |  |                                       |      |                                                |  |   |      |    |
| General andadministrative expenses (Note6)                                            |  |                                       | 105,364   |                                                |  |   | 113,813   |    |
| **Lossfromoperations**                                                                |  |                                       | (105,364  | )                                              |  |   | (113,813  | )  |
| **Interestincome**                                                                    |  |                                       | 100,671   |                                                |  |   | 100,671   |    |
| **Lossbefore provision for incometaxes**                                              |  |                                       | (4,693    | )                                              |  |   | (13,142   | )  |
| Provisionfor income taxes (Note5)                                                     |  |                                       | —   |                                                |  |   | —   |    |
| **Netloss**                                                                           |  |                                       | (4,693    | )                                              |  |   | (13,142   | )  |
| Accretionof Trust Fund relating to class B common stock subject to possibleconversion |  |                                       | (19,507   | )                                              |  |   | (19,507   | )  |
| **Netloss attributable to other class B stockholders and commonstockholders**         |  | $                                          | (24,200   | )                                              |  | $      | (32,649   | )  |
| **Weightedaverage number of shares outstanding,**basic anddiluted                     |  |                                       | 2,669,926 |                                                |  |   | 1,023,533 |    |
| **Netloss per share,**basic anddiluted                                                |  | $                                          | (0.01     | )                                              |  | $      | (0.03     | )  |
|                                                                                       |

SeeNotes to Unaudited Financial Statements

2

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Juniper Partners Acquisition Corp. (acorporation in the development stage) Statement ofStockholders' Equity

From inception (February 3, 2005)to September 30, 2005(Unaudited)

|                                                                                                                                                                                                                                                                        |  |             |         |                      |  |                          |         |                                           |  |                                   |           |        |  |        |         |        |  |        |            |         |  |        |         |         |  |        |         |         |  |        |            |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-------------|---------|----------------------|--|--------------------------|---------|-------------------------------------------|--|-----------------------------------|-----------|--------|--|--------|---------|--------|--|--------|------------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|------------|---------|--|--|
|                                                                                                                                                                                                                                                                   |  | CommonStock |         | Common Stock, ClassB |  | AdditionalPaid-InCapital |         | Deficitaccumulated in thedevelopmentstage |  | Accumulatedothercomprehensiveloss |           | Total  |
|                                                                                                                                                                                                                                                                   |  | Shares      |         | Amount               |  | Shares                   |         | Amount                                    |  |
| **Balance,**February 3, 2005(inception)                                                                                                                                                                                                                                |  |        | — |                 |  | $                        | — |                                      |  |                              | —   |   |  | $      | — |   |  | $      | —    |    |  | $      | — |    |  | $      | — |    |  | $      | —    |    |
| Issuanceof Common Stock to initialstockholders                                                                                                                                                                                                                         |  |        | 100     |                 |  |                     | — |                                      |  |                              | —   |   |  |   | — |   |  |   | 500        |    |  |   | — |    |  |   | — |    |  |   | 500        |    |
| Issuanceof 1,625,000 Warrants at $0.05 PerWarrant                                                                                                                                                                                                                      |  |        | — |                 |  |                     | — |                                      |  |                              | —   |   |  |   | — |   |  |   | 81,250     |    |  |   | — |    |  |   | — |    |  |   | 81,250     |    |
| Saleof 274,000 Series A units and 1,437,500 Series B units andunderwriter's unit purchase option through public offering, netof underwriter's discount and offering expenses (inc ludes574,713 shares of common stock, Class B subject to possible conversion) (Note2) |  |        | 548,000 |                 |  |                     | 55      |                                      |  |                              | 2,875,000 |   |  |   | 288     |   |  |   | 12,701,282 |    |  |   | — |    |  |   | — |    |  |   | 12,701,625 |    |
| Accretionof Trust Fund relating to class B common stock subject to possibleconversion                                                                                                                                                                                  |  |        | — |                 |  |                     | — |                                      |  |                              | —   |   |  |   | — |   |  |   | (19,507    | )  |  |   | — |    |  |   | — |    |  |   | (19,507    | )  |
| NetLoss for theperiod                                                                                                                                                                                                                                                  |  |        | — |                 |  |                     | — |                                      |  |                              | —   |   |  |   | — |   |  |   | —    |    |  |   | (13,142 | )  |  |   | — |    |  |   | (13,142    | )  |
| Changein unrealized loss on available-for-salesecurities                                                                                                                                                                                                               |  |        | — |                 |  |                     | — |                                      |  |                              | —   |   |  |   | — |   |  |   | —    |    |  |   | — |    |  |   | (702    | )  |  |   | (702       | )  |
| Comprehensiveincome                                                                                                                                                                                                                                                    |  |        |    |                 |  |                     |    |                                      |  |                              |      |   |  |   |    |   |  |   |       |    |  |   |    |    |  |   |    |    |  |   | (13,844    | )  |
| **Balance,**September 30,2005                                                                                                                                                                                                                                          |  |        | 548,100 |                 |  | $                        | 55      |                                      |  |                              | 2,875,000 |   |  | $      | 288     |   |  | $      | 12,763,525 |    |  | $      | (13,142 | )  |  | $      | (702    | )  |  | $      | 12,750,024 |    |
|                                                                                                                                                                                                                                                                        |

SeeNotes to Unaudited Financial Statements

3

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Juniper Partners Acquisition Corp. (acorporation in the development stage) Statement of Cash FlowsFrom inception (February 3, 2005) to September 30, 2005(Unaudited)

|                                                                                       |  |        |             |         |  |  |
|---------------------------------------------------------------------------------------|--|--------|-------------|---------|--|--|
| **OPERATINGACTIVITIES**                                                               |  |   |        |    |
| Net loss for theperiod                                                                |  | $      | (13,142     | )  |
| Amortization ofdiscount on U.S. Government Securities held in TrustFund               |  |   | (98,286     | )  |
| Changes inoperating asset andliabilities:                                             |  |   |        |    |
| Increase in prepaidexpenses                                                           |  |   | (79,465     | )  |
| Increase inaccounts payable and accruedexpenses                                       |  |   | 31,675      |    |
| **Netcash used in operatingactivities**                                               |  |   | (159,218    | )  |
| **INVESTINGACTIVITIES**                                                               |  |   |        |    |
| Purchases of U.S.Government Securites held in TrustFund                               |  |   | (14,518,750 | )  |
| **Netcash used in investingactivities**                                               |  |   | (14,518,750 | )  |
| **FINANCINGACTIVITIES**                                                               |  |   |        |    |
| Proceeds fromissuance of common stock to initialstockholders                          |  |   | 500         |    |
| Proceeds fromissuance of warrants                                                     |  |   | 81,250      |    |
| Proceedsfrom note payable toaffiliate                                                 |  |   | 81,250      |    |
| Repayment of notepayable toaffiliate                                                  |  |   | (81,250     | )  |
| Proceeds fromissuance of underwriter's unit purchaseoption                            |  |   | 100         |    |
| Registrationcosts                                                                     |  |   | 65,172      |    |
| Net proceeds from saleof units through publicoffering                                 |  |   | 15,603,823  |    |
| **Netcash provided by financingactivities**                                           |  |   | 15,750,845  |    |
| **Netincrease in cash and cashequivalents**                                           |  |   | 1,072,877   |    |
| **Cashand Cash Equivalents**                                                          |  |   |        |    |
| Beginningofperiod                                                                     |  |   | —     |    |
| Endofperiod                                                                           |  | $      | 1,072,877   |    |
| **Supplementaldisclosure of non-cashactivity:**                                       |  |   |        |    |
| Accretion of TrustFund relating to class B common stock subject to possibleconversion |  | $      | 19,507      |    |
|                                                                                       |

SeeNotes to Unaudited FinancialStatements

4

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JuniperPartners Acquisition Corp. (a corporation in the developmentstage) Notes to Unaudited FinancialStatements

NOTE 1 – ORGANIZATIONAND BUSINESS OPERATIONS

Juniper Partners Acquisition Corp. (the"Company") was incorporated in Delaware onFebruary 3, 2005 to serve as a vehicle to effect a merger, capitalstock exchange, asset acquisition or other similar business combinationwith a currently unidentified operating business. The Company hasselected December 31 as its fiscal year end.

The Company isconsidered to be a development stage company and as such the financialstatements presented herein are presented in accordance with Statementof Financial Accounting Standards ("SFAS")No. 7.

The registration statement for the Company'sinitial public offering ("Offering") wasdeclared effective July 13, 2005. On July 20, 2005, the Companyconsummated the Offering of 250,000 Series A Units("Series A Units") and 1,250,000 Series BUnits ("Series B Units"). On July 29, 2005,the Company consummated the closing of an additional 16,000 Series AUnits and 187,500 Series B Units which were subject to theover-allotment option. On August 26, 2005, the Company consummated thefurther closing of an additional 8,000 Series A Units which weresubject to the over-allotment option. The Offering generated total netproceeds of approximately $15.6 million. Of this amount, $14,518,750was placed in trust. The Company's management has broad authoritywith respect to the application of the proceeds of such Offeringalthough substantially all of the proceeds of such offering areintended to be applied generally toward consummating a merger with oracquisition of an operating business (a "BusinessCombination"). Pending such a Business Combination,substantially all of the proceeds of the Offering are required to beheld in trust ("Trust Fund") to be returnedto the holders of Class B common stock if a Business Combination is notcontracted in 12 months, or consummated in 18 months, subsequent to theinitial public offering (the "Target Business AcquisitionPeriod"). In the event there is no Business Combination,the Company will dissolve and any remaining net assets, after thedistribution of the Trust Fund to Class B stockholders, will bedistributed to the holders of common stock sold in the Offering.

The Company, after signing a definitive agreement for a BusinessCombination, is obliged to submit such transaction for approval by amajority of the Class B common stockholders of the Company. Class Bstockholders that vote against such proposed Business Combination are,under certain conditions, entitled to convert their shares into apro-rata distribution from the Trust Fund (the "ConversionRight"). In this respect, $2,921,805 has been classifiedas common stock subject to possible conversion at September 30, 2005.In the event that holders of a majority of the outstanding shares ofClass B common stock vote for the approval of the Business Combinationand that holders owning 20% or more of the outstanding Class Bcommon stock do not exercise their Conversion Rights, the BusinessCombination may then be consummated. Upon completion of such BusinessCombination and the payment of any Conversion Rights (and relatedcancellation of Class B common stock), the remaining shares of Class Bcommon stock would be converted to common stock.

NOTE 2 –OFFERING

In its initial public offering, effective July 13,2005, the Company sold to the public an aggregate of 274,000 Series AUnits and 1,437,500 Series B Units at a price of $10.50 and $10.10 perunit, respectively. Proceeds from the initial public offering, totaledapproximately $15.6 million, which was net of $1,791,927 inunderwriting and other expenses. Each Series A Unit consists of twoshares of the Company's common stock, five Class W RedeemableWarrants (a "Class W Warrant"), and fiveClass Z Redeemable Warrants (a "Class ZWarrant"). Each Series B unit consists of two shares ofthe Company's Class B common stock, one Class W Warrant, and oneClass Z Warrant.

Both the Company's common stock and ClassB common stock have one vote per share. However, the Class Bstockholders may, and the common stockholders may not, vote inconnection 

5

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JuniperPartners Acquisition Corp. (a corporation in the developmentstage)   Notes to Unaudited FinancialStatements

with a Business Combination. Further, should aBusiness Combination not be consummated during the Target BusinessAcquisition Period, the Trust Fund would be distributed pro-rata to allof the Class B common stockholders and their Class B common shareswould be cancelled and returned to the status of authorized butunissued shares.

Each Class W Warrant entitles the holder topurchase from the Company one share of common stock at an exerciseprice of $5.00, commencing on the later of (a) July 13, 2006 or (b) theearlier of the completion of a business combination with a targetbusiness, or the distribution of the Trust Fund to the Class Bstockholders.

The Class W Warrants will expire on July 13, 2010or earlier upon redemption. Each Class Z Warrant entitles the holder topurchase from the Company one share of common stock at an exerciseprice of $5.00, commencing on the later of (a) July 13, 2006 or (b) theearlier of the completion of a business combination with a targetbusiness, or the distribution of the Trust Fund to the Class Bstockholders. The Class Z Warrants will expire on July 13, 2012 orearlier upon redemption. The Company may redeem the outstanding Class WWarrants and/or Class Z Warrants with the prior consent of HCFP/BrennerSecurities LLC ("HCFP"), the representativeof the underwriters of the Offering, in whole and not in part, at aprice of $.05 per warrant at any time after the warrants becomeexercisable, upon a minimum of 30 days' prior written notice ofredemption, and if, and only if, the last sale price of theCompany's common stock equals or exceeds $7.50 per share and$8.75 per share, for a Class W Warrant and Class Z Warrant,respectively, for any 20 trading days within a 30 trading day periodending three business days before the Company sent the notice ofredemption.

The Company has also sold to HCFP, as representativefor the underwriters, for $100, an option (the"Underwriter's Purchase Option" or"UPO") to purchase up to a total of 12,500additional Series A Units and/or 62,500 additional Series B Units (SeeNote 8). The Series A Units and Series B Units issuable upon exerciseof this option are identical to those in the Offering, except that theexercise price of the warrants included in the units are $5.50 pershare (110% of the exercise price of the warrants included inthe units sold to the public) and the Class Z Warrants shall beexercisable by HCFP for a period of only five years from the date ofthe Offering. The UPO is exercisable at $17.325 per Series A Unit and$16.665 per Series B Unit commencing on the later of (a) July 13, 2006or (b) the completion of a Business Combination with a target business,and expires on July 12, 2010.

NOTE 3 – SUMMARY OFSIGNIFICANT ACCOUNTING POLICIES

**Interim FinancialStatements** – The accompanying unaudited condensed financialstatements have been prepared pursuant to the rules and regulations ofthe Securities and Exchange Commission("SEC") and should be read in conjunctionwith the Company's audited financial statements and footnotesthereto for the period from inception (February 3, 2005) to July 20,2005 included in the Company's Form 8-K filed on July 20, 2005.Certain information and footnote disclosures normally included infinancial statements prepared in accordance with accounting principlesgenerally accepted in the United States of America have been omittedpursuant to such rules and regulations. However, the Company believesthat the disclosures are adequate to make the information presented notmisleading. The financial statements reflect all adjustments (primarilyonly of normal recurring adjustments) that are, in the opinion ofmanagement necessary for a fair presentation of the Company'sfinancial position and results of operations. The operating results forthe period ended September 30, 2005 are not necessarily indicative ofthe results to be expected for any other interim period of any futureyear.

**Cash and Cash Equivalents** – Included in cashand cash equivalents are deposits with financial institutions as wellas short-term money market instruments with maturities of three monthsor less when purchased.

**Concentration of Credit Risk**– Financial instruments that potentially subject the Company to asignificant concentration of credit risk consist primarily of cash andcash equivalents. The Company 

6

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JuniperPartners Acquisition Corp. (a corporation in the developmentstage)   Notes to Unaudited FinancialStatements

maintains deposits in federally insuredfinancial institutions in excess of federally insured limits. However,management believes the Company is not exposed to significant creditrisk due to the financial position of the depository institutions inwhich those deposits are held.

**Net Loss Per Share** –Net loss per share is computed based on the weighted average number ofshares of common stock and Class B common stock outstanding.

Basic earnings (loss) per share excludes dilution and is computed bydividing income (loss) available to common stockholders by the weightedaverage common shares outstanding for the period. Diluted earnings pershare reflects the potential dilution that could occur if securities orother contracts to issue common stock were exercised or converted intocommon stock or resulted in the issuance of common stock that thenshared in the earnings of the entity. Since the effect of outstandingwarrants to purchase common stock is antidilutive, they have beenexcluded from the Company's computation of net loss per share.Therefore, basic and diluted loss per share were the same for the threemonths ended September 30, 2005 and for the period from inception(February 3, 2005) through September 30, 2005.

**Fair Value ofFinancial Instruments** – The fair values of theCompany's assets and liabilities that qualify as financialinstruments under SFAS No. 107 approximate their carrying amountspresented in the balance sheet at September 30, 2005.

**Use ofEstimates**– The preparation of financial statements inaccordance with accounting principles generally accepted in the UnitedStates of America requires management to make estimates and assumptionsthat affect certain reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of thefinancial statements and the reported amounts of revenue and expensesduring the reporting period. Actual results could differ from thoseestimates.

**Income Taxes** – Deferred income taxassets and liabilities are computed for differences between thefinancial statement and tax bases of assets and liabilities that willresult in future taxable or deductible amounts and are based on enactedtax laws and rates applicable to the periods in which the differencesare expected to affect taxable income. Valuation allowances areestablished when necessary to reduce deferred income tax assets to theamount expected to be realized.

**New Accounting Pronouncements–** The Company does not believe that any recently issued, butnot yet effective, accounting standards if currently adopted would havea material effect on the accompanying financial statements.

NOTE 4 – NOTE PAYABLE TO AFFILIATE

In February 2005,the Company issued a $81,250 non-interest bearing, unsecured notepayable to an affiliate of its stockholder. This note was repaid infull on July 21, 2005 from the proceeds of the Offering.

NOTE 5– INCOME TAXES

Deferred income tax assets and liabilitiesare computed for differences between the financial statement and taxbases of assets and liabilities that will result in future taxable ordeductible amounts and are based on enacted tax laws and ratesapplicable to the periods in which the differences are expected toeffect taxable income. Valuation allowances are established whennecessary to reduce deferred income tax assets to the amount expectedto be realized.

7

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JuniperPartners Acquisition Corp. (a corporation in the developmentstage)   Notes to Unaudited FinancialStatements

Significant components of theCompany's future tax assets are as follows:

|                                              |  |        |         |         |  |  |
|----------------------------------------------|--|--------|---------|---------|--|--|
| Taxeffect of the operating loss carryforward |  | $      | 5,000   |    |
| Other deferred tax assets                    |  |   | 500     |    |
| Lessvaluation allowance                      |  |   | (5,500  | )  |
| Netdeferred taxassets                        |  | $      | — |    |
|                                              |

Managementhas recorded a full valuation allowance against its deferred tax assetsbecause it believes it is not more likely than not that sufficienttaxable income will be realized during the carry-forward period toutilize the deferred tax asset. Realization of the future tax benefitsis dependent upon many factors, including the Company's abilityto generate taxable income within the loss carry-forward period, whichruns through 2025.

NOTE 6 – COMMITMENTS

TheCompany pays an affiliate of a stockholder, $7,500 per month,commencing on the effective date of the Offering, for office,secretarial and administrative services. For the three months endedSeptember 30, 2005 and for the period from inception (February 3, 2005)to September 30, 2005 the Company paid $22,500 for such services.

HCFP has been engaged by the Company to act as the Company'snon-exclusive investment banker in connection with a proposed BusinessCombination (Note 1). For assisting the Company in structuring andnegotiating the terms of a Business Combination, the Company isobligated to pay HCFP a cash transaction fee equal to 5% of thefirst $5 million of Total Consideration, as defined in the UnderwritingAgreement, and 4% of Total Consideration paid over $5 million,with a maximum fee to be paid of $400,000.

NOTE 7 –PREFERRED STOCK

The Company is authorized to issue up to 5,000shares of Preferred Stock with such designations, voting, and otherrights and preferences as may be determined from time to time by theBoard of Directors.

NOTE 8 – WARRANTS AND OPTION TOPURCHASE COMMON STOCK

In February 2005, the Company issuedClass W warrants to purchase 812,500 shares of the Company'scommon stock, and Class Z warrants to purchase 812,500 shares of theCompany's common stock, for an aggregate purchase price of$81,250, or $0.05 per warrant.

Except as set forth below, theClass W warrants entitle the holder to purchase shares at $5.00,subject to adjustment in certain circumstances, for a period commencingon the later of: (a) completion of the Business Combination and (b)July 13, 2006, and ending July 12, 2010.

Except as set forthbelow, the Class Z warrants entitle the holder to purchase shares at$5.00, subject to adjustment in certain circumstances, for a periodcommencing on the later of: (a) completion of the Business Combinationand (b) July 13, 2006, and ending July 12, 2012.

The Class Wwarrants and Class Z warrants outstanding prior to the Offering, all ofwhich are held by the Company's initial securityholders or theiraffiliates, shall not be redeemable by the Company as long as suchwarrants continue to be held by such initial securityholders or theiraffiliates.

The Company has issued an option, for $100, toHCFP/Brenner Securities LLC, the representative of the underwriters inthe public offering, to purchase up to 12,500 Series A units at an

8

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JuniperPartners Acquisition Corp. (a corporation in the developmentstage)   Notes to Unaudited FinancialStatements

exercise price of $17.325 per unit and/or upto 62,500 Series B units at an exercise price of $16.665 per unit. TheSeries A Units and Series B Units underlying the UPO will beexercisable in whole or in part solely at HCFP's discretion.,commencing on the later (i) July 13, 2006 and (ii) the consummation ofa Business Combination and expire on July 12, 2010. The fair value ofthe option, inclusive of the receipt of the $100 cash payment, has beenaccounted as an expense of the public offering resulting in a chargedirectly to stockholders' equity. The option may be exercised forcash or on a "cashless" basis, at theholder's option, such that the holder may use the appreciatedvalue of the option (the difference between the exercise prices of theoption and the underlying warrants and the market price of the unitsand underlying securities) to exercise the option without the paymentof any cash. Each of the Series A Units and Series B Units areidentical to the Series A Units and Series B Units sold in theOffering, except that the exercise price of the Class W Warrants andClass Z Warrants underlying the Series A Units and Series B Units shallonly be exercisable until July 12,2010.

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ITEM2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OFOPERATION

The following discussion should be read inconjunction with the Company's Unaudited Financial Statements andfootnotes thereto contained in this report.

FORWARD LOOKINGSTATEMENTS

The statements discussed in this Report includeforward looking statements that involve risks and uncertaintiesdetailed from time to time in the Company's reports filed withthe Securities and Exchange Commission.

PLAN OF OPERATIONS

We were formed on February 3, 2005, to serve as a vehicle to effecta merger, capital stock exchange, asset acquisition or other similarbusiness combination with an operating business. We intend to utilizecash derived from the proceeds of our recently completed publicoffering, our capital stock, debt or a combination of cash, capitalstock and debt, in effecting a business combination.

Net lossfor the three months ended September 30, 2005 of $4,693 consisted ofinterest income on the Trust Fund investment of $98,286 and interest oncash and cash equivalents of $2,385, offset by general andadministrative expenses of $105,364, which includes $19,000 related toDelaware Franchise tax and $22,500 related to an administrativeservices agreement with an affiliate of a stockholder.

Net lossfor the period from February 3, 2005 (inception) through September 30,2005 of $13,142 consisted of interest income on the Trust Fundinvestment of $98,286 and interest on cash and cash equivalents of2,385, offset by general and administrative expenses of $113,813, whichincludes $19,000 related to Delaware Franchise tax and $22,500 relatedto an administrative services agreement with an affiliate of astockholder.

We consummated our initial public offering of250,000 Series A units and 1,250,000 Series B units on July 20, 2005.On July 29, 2005, we consummated the closing of an additional 16,000Series A Units and 187,500 Series B Units that were subject to theover-allotment option. On August 26, 2005, we consummated the closingof an additional 8,000 Series A Units that were subject to theover-allotment option. Proceeds from our initial public offering were$15,603,823, net of underwriting and other expenses of $1,791,927, ofwhich $14,518,750 was deposited into the Trust Fund. The remainingproceeds are available to be used by us to provide for business, legaland accounting due diligence on prospective acquisitions and continuinggeneral and administrative expenses. We will use substantially all ofthe net proceeds of this offering to acquire a target business,including identifying and evaluating prospective acquisitioncandidates, selecting the target business, and structuring, negotiatingand consummating the business combination. To the extent that ourcapital stock is used in whole or in part as consideration to effect abusiness combination, the proceeds held in the Trust Fund as well asany other net proceeds not expended will be used to finance theoperations of the target business. We believe we will have sufficientavailable funds outside of the Trust Fund to operate through January13, 2007, assuming that a business combination is not consummatedduring that time. From July 13, 2005 through January 13, 2007, weanticipate approximately $135,000 for the administrative fee payable toan affiliate of a stockholder ($7,500 per month), $500,000 for expensesfor the due diligence and investigation of a target business, $50,000of expenses in legal and accounting fees relating to our SEC reportingobligations and $350,000 for general working capital that will be usedfor miscellaneous expenses and reserves, including approximately$85,000 for director and officer liability insurance premiums. We donot believe we will need to raise additional funds following thisoffering in order to meet the expenditures required for operating ourbusiness. However, we may need to raise additional funds through aprivate offering of debt or equity securities if such funds arerequired to consummate a business combination that is presented to us.We would only consummate such a financing simultaneously with theconsummation of a business combination.

Commencing on July 13,2005 and ending upon the acquisition of a target business, we beganincurring a fee from Hidden Treasures, Inc., an affiliate of StuartRekant, our chairman of the board and chief executive officer, and PaulKramer, a member of our Board of Directors, of $7,500 per 

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month for providing us with office space andcertain general and administrative services. In addition, in February2005, the Company issued a $81,250 non-interest bearing, unsecured notepayable to Hidden Treasures, Inc. The note was repaid in full on July21, 2005 from the proceeds of the offering.

ITEM3.    CONTROLS AND PROCEDURES.

An evaluation of theeffectiveness of our disclosure controls and procedures as of September30, 2005 was made under the supervision and with the participation ofour management, including our chief executive officer and our chieffinancial officer. Based on that evaluation, they concluded that ourdisclosure controls and procedures are effective as of the end of theperiod covered by this report to ensure that information required to bedisclosed by us in reports that we file or submit under the SecuritiesExchange Act of 1934 is recorded, processed, summarized and reportedwithin the time periods specified in Securities and Exchange Commissionrules and forms. During the most recently completed fiscal quarter,there has been no significant change in our internal control overfinancial reporting that has materially affected, or is reasonablylikely to materially affect, our internal control over financialreporting.

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PART II.

OTHER INFORMATION

ITEM 2:    UNREGISTERED SALES OFEQUITY SECURITIES AND USE OF PROCEEDS

On July 20, 2005, weconsummated our initial public offering of 250,000 Series A units, witheach Series A unit consisting of two shares of our common stock, fiveClass W warrants and five Class Z warrants, each to purchase one shareof our common stock at an exercise price of $5.00 per share, and1,250,000 Series B units, with each Series B unit consisting of twoshares of our Class B common stock, one Class W warrant and one Class Zwarrant. On July 29, 2005, we closed on an additional 16,000 Series Aunits and 187,500 Series B units that were subject to theover-allotment option. On August 26, 2005, we consummated the closingof an additional 8,000 Series A Units that were subject to theover-allotment option. The Series A Units were sold at an offeringprice of $10.50 per Series A Unit and the Series B Units were sold atan offering price of $10.10 per Series B Unit, generating total grossproceeds of $17,395,750. HCFP/Brenner Securities LLC acted asrepresentative of the underwriters for the initial public offering. Thesecurities sold in the offering were registered under the SecuritiesAct of 1933 on a registration statement on Form S-1 (No. 333-123050).The Securities and Exchange Commission declared the registrationstatement effective on July 13, 2005.

We paid a total of$1,726,755 in underwriting discounts and commissions, and approximately$65,172 will be paid for costs and expenses related to theoffering.

After deducting the underwriting discounts andcommissions and the offering expenses, the total net proceeds to usfrom the offering were approximately $15,603,823 of which $14,518,750was deposited into the trust account and the remaining proceeds areavailable to be used to provide for business, legal and accounting duediligence on prospective business combinations and continuing generaland administrative expenses.

For a description of the use of theproceeds generated in our initial public offering, see Part I, Item 2of this Form 10-QSB.

ITEM 6:    EXHIBITS

|  |           |           |
|--|-----------|-----------|
|  | (a)  | Exhibits: |

31.1– Section 302 Certification by CEO

31.2 –Section 302 Certification by CFO

32.1 – Section906 Certification by CEO

32.2 – Section 906Certification by CFO

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SIGNATURES

Inaccordance with the requirements of the Exchange Act, the registrantcaused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

|  | JUNIPER PARTNERSACQUISITION CORP. |
|--|-----------------------------------|

Dated: November 14, 2005

|  | /s/ Stuart B.Rekant                     |
|--|---------------------------------------------------------------------------------------------------------------------------------------------|

|  | Stuart B. Rekant Chairman of the Board andChief Executive Officer |
|--|-------------------------------------------------------------------|

|  | /s/ Robert B.Becker                     |
|--|---------------------------------------------------------------------------------------------------------------------------------------------|

|  | Robert B. Becker Chief Financial Officer,Treasurer and Secretary |
|--|------------------------------------------------------------------|

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