**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
 
 **FORM
        10-QSB**
 (Mark
        One)
  x
              QUARTERLY
                  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934
 
 For
                  the quarterly period endedMarch
                  31, 2006
 
 o
              TRANSITION
                  REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE
                  ACT
 
 For
                  the transition period from _____________ to
                  _____________
  Commission
        File Number 000-51682
  Highbury
                  Financial Inc.(Exact
                  Name of Small Business Issuer as Specified in Its
                  Charter)Delaware
              
              20-3187008(State
                  or other Jurisdiction of
                Incorporation
                  or Organization)
              
              (I.R.S.
                  Employer
                Identification
                  No.)999
                  Eighteenth Street, Ste. 3000Denver,
                  Colorado 80202(Address
                  of Principal Executive Offices)(303)
                  357-4802(Issuer's
                  Telephone Number, Including Area
                  Code)
  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 o
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).
 Yes x No o
  As
        of May
        10, 2006, 9,635,000 shares of common stock, par value $.0001 per share, were
        issued and outstanding.
 
 Transitional
        Small Business Disclosure Format (check
        one):        Yes o No x
 
  
  **PART
        I. FINANCIAL INFORMATION**
 **Page**
 Item
                  1 - Financial Statements
              1Condensed
                  Balance Sheets
              1Condensed
                  Statement of Operations
              2Condensed
                  Statement of Stockholders’ Equity
              3Condensed
                  Statements of Cash Flows
              4Notes
                  to Unaudited Condensed Financial Statements
              5Item
                  2 - Management's Discussion and Analysis or Plan of
                  Operation
              12Item
                  3 - Controls and Procedures
              15**PART
                  II. OTHER INFORMATION**
              16Item
                  2 - Unregistered Sales of Equity Securities and Use of
                  Proceeds
              16Item
                  6 - Exhibits
              17Signatures
              18
  
   **ITEM
        1 - FINANCIAL STATEMENTS**
 **Highbury
                    Financial Inc.**(a
                    company in the development stage)**Condensed
                    Balance Sheets**
 
 **March
                    31, 2006**
                
                **December
                    31, 2005**(unaudited)Current
                    assets:Cash
                
                $
                1,023,035
                
                $
                36,902Cash
                    in Trust Account (Notes 2, 4)
                
                
                43,600,025
                
                
                -Prepaid
                    expenses
                
                
                131,463
                
                
                -Total
                    current assets
                
                
                44,754,523
                
                
                36,902Deferred
                    registration costs (Note 2)
                
                
                -
                
                
                483,492Deferred
                    acquisition costs (Note 2)
                
                
                260,586
                
                
                -Deferred
                    income taxes (Notes 2, 8)
                
                
                52,303
                
                
                -Total
                    assets
                
                $
                45,067,412
                
                $
                520,394Current
                    liabilities:Accounts
                    payable and accrued expenses
                
                $
                315,241
                
                $
                427,846Income
                    taxes payable
                
                
                109,498
                
                
                -Deferred
                    underwriting fees (Note 6)
                
                
                673,333
                
                
                -Deferred
                    investment income (Note 2)
                
                
                65,955
                
                
                -Notes
                    payable, stockholders (Note 7)
                
                
                -
                
                
                70,000Total
                    current liabilities
                
                
                1,164,027
                
                
                497,846Common
                    stock, subject to possible conversion,1,548,666
                    shares at conversion value (Note 2)
                
                
                8,657,910
                
                
                -Stockholders'
                    equity (Notes 2, 3, 4, 5, 6, 9):Preferred
                    stock, $.0001 par value, authorized 1,000,000shares;
                    none issued
                
                
                -
                
                
                -Common
                    stock, $.0001 par value, authorized 50,000,000shares;
                    issued and outstanding 9,635,000 shares(which
                    includes 1,548,666 subject to possible conversion)and
                    1,725,000, respectively
                
                
                964
                
                
                173Additional
                    paid-in capital
                
                
                35,149,808
                
                
                24,827Income
                    (deficit) accumulated during the development stage
                
                
                94,703
                
                
                (2,452
                )Total
                    stockholders' equity
                
                
                35,245,475
                
                
                22,548Total
                    liabilities and stockholders' equity
                
                $
                45,067,412
                
                $
                520,394
 
 See
                    Notes to unaudited condensed financial
                    statements
 
  1
  
 **Highbury
                    Financial Inc.**(a
                    company in the development stage)**Condensed
                    Statements of Operations**
 
 **Period
                    from**
                
                **Period
                    from****July
                    13, 2005**
                
                **January
                    1, 2006****(inception)
                    to**
                
                **to****March
                    31, 2006**
                
                **March
                    31, 2006**(unaudited)
                
                (unaudited)Operating
                    expenses:Professional
                    fees
                
                $
                (32,315
                )
                $
                (32,315
                )D&O
                    insurance
                
                
                (16,787
                )
                
                (16,787
                )Administrative
                    fees
                
                
                (16,452
                )
                
                (16,452
                )Franchise
                    taxes
                
                
                (16,958
                )
                
                (14,962
                )Travel
                    and entertainment
                
                
                (7,051
                )
                
                (7,051
                )Other
                    expenses
                
                
                (3,042
                )
                
                (2,586
                )Total
                    expenses
                
                
                (92,605
                )
                
                (90,153
                )Operating
                    income
                
                
                (92,605
                )
                
                (90,153
                )Non-operating
                    income:Investment
                    income
                
                
                244,503
                
                
                244,503Total
                    non-operating income
                
                
                244,503
                
                
                244,503Income
                    before provision for income taxes
                
                
                151,898
                
                
                154,350Provision
                    for income taxes (Note 8):Current
                
                
                (109,498
                )
                
                (109,498
                )Deferred
                
                
                52,303
                
                
                52,303Net
                    income for the period
                
                $
                94,703
                
                $
                97,155Weighted
                    average shares outstanding, basic and diluted
                
                
                3,641,398
                
                
                7,345,000Net
                    income per share, basic and diluted
                
                $
                0.03
                
                $
                0.01
 
 See
                    Notes to unaudited condensed financial
                    statements
 
  2
  
 **Highbury
                    Financial Inc.**(a
                    company in the development stage)**Condensed
                    Statement of Stockholders'
                    Equity**
 
 **Income
                    (Deficit)****Additional**
                
                **Accumulated****Common
                    Stock**
                
                **Paid-In**
                
                **During
                    the****Shares**
                
                **Amount**
                
                **Capital**
                
                **Development
                    Phase**
                
                **Total**Sale
                    of 1,725,000 shares of common stock toinitial
                    stockholders on August 1, 2005at
                    $0.0145 per share (Note 5)
                
                
                1,725,000
                
                $
                173
                
                $
                24,827
                
                $
                -
                
                $
                25,000Net
                    loss for the period
                
                
                -
                
                
                -
                
                
                -
                
                
                (2,452
                )
                
                (2,452
                )Balance
                    at December 31, 2005
                
                
                1,725,000
                
                $
                173
                
                $
                24,827
                
                $
                (2,452
                )
                $
                22,548Unaudited:Sale
                    of 166,667 units in a private placement
                
                
                166,667
                
                
                17
                
                
                999,985
                
                
                -
                
                
                1,000,002Sale
                    of 7,743,333 units, net of underwriters’discount
                    and offering expenses (includes1,548,666
                    shares subject to possible conversion)
                
                
                7,743,333
                
                
                774
                
                
                42,782,806
                
                
                -
                
                
                42,783,580Proceeds
                    subject to possible conversion of1,548,666
                    shares
                
                
                -
                
                
                -
                
                
                (8,657,910
                )
                
                -
                
                
                (8,657,910
                )Proceeds
                    from issuance of option
                
                
                -
                
                
                -
                
                
                100
                
                
                -
                
                
                100Net
                    income for the period
                
                
                -
                
                
                -
                
                
                -
                
                
                97,155
                
                
                97,155Balance
                    at March 31, 2006
                
                
                9,635,000
                
                $
                964
                
                $
                35,149,808
                
                $
                94,703
                
                $
                35,245,475
 
 See
                    Notes to unaudited condensed financial
                    statements
 
  3
  
 **Highbury
                    Financial Inc.**(a
                    company in the development stage)**Condensed
                    Statements of Cash Flows**
 
 **Period
                    from**
                
                **Period
                    from****July
                    13, 2005**
                
                **January
                    1, 2006****(inception)
                    to**
                
                **to****March
                    31, 2006**
                
                **March
                    31, 2006**(unaudited)
                
                (unaudited)Cash
                    flows from operating activities:Net
                    income for the period
                
                $
                94,703
                
                $
                97,155Adjustments
                    to reconcile net income tonet
                    cash used in operating activities:Deferred
                    taxes
                
                
                (52,303
                )
                
                (52,303
                )Changes
                    in operating assets and liabilities:Increase
                    in trust account
                
                
                (310,458
                )
                
                (310,458
                )Increase
                    in prepaid expenses
                
                
                (131,463
                )
                
                (131,463
                )Increase
                    in accrued expenses
                
                
                54,655
                
                
                52,203Increase
                    in deferred interest
                
                
                65,955
                
                
                65,955Increase
                    in income taxes payable
                
                
                109,498
                
                
                109,498Net
                    cash used in operating activities
                
                
                (169,413
                )
                
                (169,413
                )Cash
                    flows from investing activities:Cash
                    held in trust fund
                
                
                (43,289,567
                )
                
                (43,289,567
                )Net
                    cash used in investing activities
                
                
                (43,289,567
                )
                
                (43,289,567
                )Cash
                    flows from financing activities:Proceeds
                    from sale of shares of common stock
                
                
                47,485,000
                
                
                47,460,000Proceeds
                    from issuance of option
                
                
                100
                
                
                100Proceeds
                    from notes payable, stockholders
                
                
                70,000
                
                
                -Payments
                    of notes payable, stockholders
                
                
                (70,000
                )
                
                (70,000
                )Payment
                    of costs of public offering
                
                
                (3,003,085
                )
                
                (2,944,987
                )Net
                    cash provided by financing activities
                
                
                44,482,015
                
                
                44,445,113Net
                    increase in cash
                
                
                1,023,035
                
                
                986,133Cash
                    at beginning of period
                
                
                -
                
                
                36,902Cash
                    at end of period
                
                $
                1,023,035
                
                $
                1,023,035Supplemental
                    schedule of non-cash financing activities:Accrual
                    of costs of acquisition
                
                $
                260,586
                
                $
                260,586Accrual
                    of deferred underwriting fees
                
                $
                673,333
                
                $
                673,333Supplemental
                    disclosure of cash flow information:Cash
                    paid for taxes
                
                $
                2,146
                
                $
                2,146
 
 See
                    Notes to unaudited condensed financial
                    statements
  4
  **HIGHBURY
        FINANCIAL INC.**
 (a
        corporation in the development stage)
 
 **Notes
        to Unaudited Condensed Financial Statements**
 
 Note
        1.
        Basis of Presentation
 
 The
        financial statements at March 31, 2006, for the three months ended March
        31,
        2006 and for the period from July 13, 2005 (inception) to March 31, 2006
        are
        unaudited and include the accounts of Highbury Financial Inc. (a corporation
        in
        the development stage) (“the Company”).
 
 In
        the
        opinion of management, all adjustments (consisting of normal accruals) have
        been
        made that are necessary to present fairly the financial position of the Company
        as of March 31, 2006 and the results of its operations and its cash flows
        for
        the three months ended March 31, 2006 and the period from July 13, 2005 to
        March
        31, 2006. Operating results for the interim periods presented are not
        necessarily indicative of the results to be expected for a full year. The
        accompanying December 31, 2005 balance sheet has been derived from the audited
        financial statements. The Company has selected December 31 as its fiscal
        year
        end.
 
 The
        statements and related notes have been prepared pursuant to the rules and
        regulations of the U.S. Securities and Exchange Commission. Accordingly,
        certain
        information and footnote disclosures normally included in financial statements
        prepared in accordance with generally accepted accounting principles have
        been
        omitted pursuant to such rules and regulations.
 
 Note
        2.
        Organization and Business Operations
 
 Highbury
        Financial Inc. was incorporated in Delaware on July 13, 2005 as a blank check
        company whose objective is to acquire, or acquire control of, one or more
        operating businesses in the financial services industry that may provide
        significant opportunities for growth, with a particular focus on investment
        management and securities firms.
 
 The
        registration statement for the Company's initial public offering ("Offering")
        was declared effective January 25, 2006. The Company consummated the Offering,
        including full exercise of the over-allotment option, on January 31, 2006
        and
        February 3, 2006, respectively. Immediately preceding the Offering, all of
        the
        Company's stockholders prior to the Offering (the “Initial Stockholders”),
        including all of the officers and directors of the Company, purchased an
        aggregate of 166,667 units from the Company in a private placement (the “Private
        Placement”). The units sold in the Private Placement were identical to the units
        sold in the Offering, but the purchasers in the Private Placement have waived
        their rights to conversion and their rights to receipt of distribution on
        liquidation in the event the Company does not complete a business combination
        (as described below). The Company received proceeds from the Private Placement
        and the Offering, net of the underwriters’ discount and commissions and offering
        expenses, of approximately $43,783,582 (Note 3).
 
 The
        Company's management has broad discretion with respect to the specific
        application of the net proceeds of this Offering and the Private Placement,
        although substantially all of the net proceeds are intended to be generally
        applied toward consummating a business combination, or series of business
        combinations, with an operating business or businesses in the financial services
        industry ("Business Combination"). Furthermore, there is no assurance that
        the
        Company will be able to successfully affect a Business Combination. An amount
        of
        $43,289,567 of the net proceeds of the Offering and the Private Placement,
        including approximately $673,333 which will be paid to the underwriters of
        the
        Offering if a business combination is consummated (net of approximately $0.12
        for each share of common stock converted in connection with the Business
        Combination as described below) but which will be forfeited if a business
        combination is not consummated, is being held in an interest-bearing trust
        account ("Trust
  5
  **HIGHBURY
        FINANCIAL INC.**
 (a
        corporation in the development stage)
 
 **Notes
        to Unaudited Condensed Financial Statements**
 
 Account")
        until the earlier of (i) the consummation of a Business Combination or (ii)
        liquidation of the Company. Under the agreement governing the Trust Account,
        funds will only be invested in United States "government securities" within
        the
        meaning of Section 2(a)(16) of the Investment Company Act of 1940 with a
        maturity of 180 days or less. The remaining net proceeds (not held in the
        Trust
        Account) may be used to pay for business, legal and accounting due diligence
        on
        prospective acquisitions and continuing general and administrative
        expenses.
 
 The
        Company, after signing a definitive agreement for the acquisition of a target
        business, will submit such transaction for stockholder approval. In the event
        that stockholders owning 20% or more of the shares sold in the Offering vote
        against the Business Combination and exercise their conversion rights described
        below, the Business Combination will not be consummated.
 
 The
        Initial Stockholders, have agreed to vote their 1,725,000 founding shares
        of
        common stock (Note 5) as well as the 166,667 shares of common stock included
        in
        the units they purchased in the Private Placement in accordance with the
        vote of
        the majority in interest of all other stockholders of the Company ("Public
        Stockholders") with respect to any Business Combination. After consummation
        of a
        Business Combination, these voting safeguards will no longer be applicable.
 
 With
        respect to a Business Combination which is approved and consummated, any
        Public
        Stockholder who voted against the Business Combination may demand that the
        Company convert his shares. The per share conversion price will equal the
        amount
        in the Trust Account, net of taxes payable, calculated as of two business
        days
        prior to the consummation of the proposed Business Combination, divided by
        the
        number of shares of common stock held by Public Stockholders at the consummation
        of the Offering. Accordingly, Public Stockholders holding up to 20% of the
        aggregate number of shares owned by all Public Stockholders may seek conversion
        of their shares in the event of a Business Combination. Such Public Stockholders
        are entitled to receive their per-share interest in the Trust Account computed
        without regard to the shares held by Initial Stockholders. Accordingly, a
        portion of the net proceeds from the offering (20% of the amount originally
        placed in the Trust Account, excluding the portion relating to the deferred
        underwriting fees) has been classified as common stock subject to possible
        conversion in the accompanying March 31, 2006 balance sheet and 20% of the
        interest earned on the Trust Account, gross of taxes payable, has been recorded
        as deferred investment income.
 
 The
        Company’s Certificate of Incorporation, as amended, provides for mandatory
        liquidation of the Company in the event that the Company does not consummate
        a
        Business Combination within 18 months from the date of the consummation of
        the
        Offering (July 31, 2007), or 24 months from the consummation of the Offering
        (January 31, 2008) if certain extension criteria have been satisfied. In
        the
        event of liquidation, it is likely that the per share value of the residual
        assets remaining available for distribution (including Trust Account assets)
        will be less than the initial public offering price per share in the Offering
        due to costs related to the Offering, and general and administrative expenses
        incurred prior to the liquidation event and since no value would be attributed
        to the Warrants contained in the Units sold (see Note 3).
 
 *Deferred
        Income Taxes*
 
 Deferred
        income taxes are provided for the differences between the bases of assets
        and
        liabilities for financial reporting and income tax purposes. Because the
        Company
        is currently in the development stage, many of its expenses are not currently
        deductible for income tax purposes. A valuation allowance may be established
        when necessary to reduce deferred tax assets to the amount expected to be
        realized.
  6
  **HIGHBURY
        FINANCIAL INC.**
 (a
        corporation in the development stage)
 
 **Notes
        to Unaudited Condensed Financial Statements**
  *Income
        Per Common Share*
 
 Income
        per share is computed by dividing net income by the weighted-average number
        of
        shares of common stock outstanding during the period. The effect of the
        15,486,666 outstanding warrants issued in connection with the Offering and
        the
        333,334 outstanding warrants issued in connection with the Private Placement
        has
        not been considered in diluted income per share calculations since the warrants
        cannot be exercised until the later of the completion of the Company’s initial
        Business Combination and January 25, 2007. Furthermore, the effect of the
        336,667 units included in the underwriters purchase option has not been
        considered in diluted income per share calculations since the option is
        out-of-the money based on the Company’s weighted average common stock price for
        the period.
 
 *Deferred
        Registration Costs*
 
 Deferred
        registration costs consist of legal, accounting and other fees incurred through
        the balance sheet date that were related to the Offering and that were charged
        to capital upon the consummation of the Offering.
 
 *Deferred
        Acquisition Costs*
 
 Deferred
        acquisition costs consist of legal, accounting and other fees incurred through
        the balance sheet date that are related to the acquisition of the U.S. mutual
        fund business of ABN AMRO Asset Management Holdings, Inc. (see Note 9). These
        costs will be included in the cost of the acquisition if the business
        combination is consummated or expensed if it is not.
 
 *Recent
        Accounting Pronouncements*
 
 In
        December 2004, the Financial Accounting Standards Board issued Statement
        of
        Financial Accounting Standards No. 123 (revised 2004) (“SFAS 123(R)”), “Share
        Based Payment”. SFAS 123(R) requires all share-based payments to employees,
        including grants of employee stock options, to be recognized in the financial
        statements based on their fair values. The Company adopted SFAS 123(R) effective
        January 1, 2006. The adoption of SFAS No. 123(R) did not have a significant
        impact on the Company’s financial condition or results of
        operations.
 
 Management
        does not believe that any other recently issued, but not yet effective,
        accounting standards if currently adopted would have a material effect on
        the
        accompanying financial statements.
 
 Note
        3.
        Initial Public Offering
 
 The
        Company sold 7,910,000 units ("Units") in the Private Placement and the
        Offering, which included all of the 1,010,000 Units subject to the underwriters’
over-allotment option. Each Unit consists of one share of the Company's common
        stock, $.0001 par value, and two redeemable common stock purchase warrants
        ("Warrants"). Each Warrant entitles the holder to purchase from the Company
        one
        share of common stock at an exercise price of $5.00 commencing the later
        of the
        completion of a Business Combination or one year from the effective date
        of the
        Offering (January 25, 2007) and expiring four years from the effective date
        of
        the Offering (January 25, 2010). The Warrants will be redeemable, at the
        Company's option, at a price of $.01 per Warrant upon 30 days' notice after
        the
        Warrants become exercisable, only in the event that the last sale price of
        the
        common stock is at least $8.50 per share for any 20 trading days within a
        30
        trading day period ending on the third day prior to the date on which notice of redemption is given. Separate trading of the Common
        Stock
        and Warrants underlying the Company’s Units commenced on February 21,
        2006.
  7
  **HIGHBURY
        FINANCIAL INC.**
 (a
        corporation in the development stage)
 
 **Notes
        to Unaudited Condensed Financial Statements**
  In
        connection with this Offering, the Company issued an option, for $100, to
        the
        underwriters to purchase 336,667 Units at an exercise price of $7.50 per
        Unit.
        The Company has accounted for the fair value of the option, inclusive of
        the
        receipt of the $100 cash payment, as an expense of the public offering resulting
        in a charge directly to stockholders' equity. The Company estimates that
        the
        fair value of this option is approximately $423,000 ($1.26 per Unit) using
        a
        Black-Scholes option pricing model. The fair value of the option granted
        to the
        underwriters is estimated as of the date of grant using the following
        assumptions: (1) expected volatility of 29.0%, (2) risk-free interest rate
        of
        4.34% and (3) expected life of four years. The option may be exercised for
        cash
        or on a "cashless" basis, at the holder's option, such that the holder may
        use
        the appreciated value of the option (the difference between the
        exercise prices of the option and the underlying warrants and the market
        price
        of the units and underlying securities) to exercise the option without the
        payment of any cash. In addition, the warrants underlying such Units are
        exercisable at $6.25 per share.
 
 Note
        4.
        Investments Held in Trust
 
 Investments
        held in trust at March 31, 2006 consist of: (i) a zero coupon United States
        Treasury Bill with a face value of $6,570,000 purchased at a discount of
        98.895%
        due May 11, 2006 and carried on the Company’s financial statements at
        $6,538,584; (ii) a zero coupon United States Treasury Bill with a face value
        of
        $6,640,000 purchased at a discount of 97.837% due August 3, 2006 and carried
        on
        the Company’s financial statements at $6,538,342; and (iii) money market
        obligations in the aggregate of $30,523,099.
 
 There
        were no investments held in trust at December 31, 2005.
 
 Note
        5.
        Stockholders’ Equity
 
 Common
        Stock
  The
        Company’s initial stockholders purchased 1,500,000 common shares for $25,000 on
        August 1, 2005. On January 13, 2006, the Board of Directors authorized a
        stock
        dividend of 0.15 shares of common stock for each share of common stock
        outstanding, bringing the initial outstanding shares to 1,725,000. All
        references in the accompanying financial statements to the number of shares
        of
        stock outstanding have been retroactively restated to reflect the stock
        dividend.
  Preferred
        Stock
  The
        Company is authorized to issue 1,000,000 shares of preferred stock, par value
        $.0001 per share, with such designations, voting and other rights and
        preferences as may be determined from time to time by the Board of Directors.
        As
        of March 31, 2006, no shares of preferred stock have been issued.
  Common
        Stock Commitments
  At
        March
        31, 2006, 15,820,000 shares
        of
        common stock were reserved for issuance upon exercise of redeemable
        Warrants and 1,010,001 shares of common stock were reserved for issuance
        upon
        exercise of the underwriters' unit purchase option.
  8
  **HIGHBURY
        FINANCIAL INC.**
 (a
        corporation in the development stage)
 
 **Notes
        to Unaudited Condensed Financial Statements**
 
 Note
        6.
        Commitments
 
 The
        Company presently occupies office space provided by an affiliate of four
        Initial
        Stockholders. Such affiliate has agreed that, until the acquisition of a
        target
        business by the Company, it will make such office space, as well as certain
        office and secretarial services, available to the Company, as may be required
        by
        the Company from time to time. The Company has agreed to pay such affiliate
        $7,500 per month for such services commencing on January 26, 2006. The statement
        of operations for the period ended March 31, 2006 includes $16,452 related
        to
        this agreement.
 
 In
        connection with the Offering, the Company has agreed to pay the underwriters
        upon completion of its initial Business Combination approximately $673,333,
        plus
        accrued interest on such amount, net of taxes payable, less approximately
        $0.12 for each share of common stock that the Public Stockholders elect to
        convert in connection with the Company’s initial Business Combination. The
        Company has recorded the deferred underwriting fees payable to the underwriters
        as an expense of the public offering resulting in a charge directly to
        stockholders' equity. The interest earned on the deferred underwriting fees
        held
        in the Trust Account, gross of taxes payable, has been recorded as deferred
        investment income.
 
 Pursuant
        to letter agreements dated January 25, 2006 with the Company and the
        underwriters, the Initial Stockholders have waived their rights to participate
        in any liquidation distribution occurring upon our failure to complete a
        business combination, with respect to those shares of common stock acquired
        by
        them prior to the Offering and with respect to the shares included in the
        166,667 units they purchased in the Private Placement.
 
 The
        Initial Stockholders are entitled to registration rights with respect to
        the
        shares of common stock and warrants of the Company owned by them. The holders
        of
        the majority of the founding shares are entitled to make up to two demands
        that
        the Company register these shares and any other warrants or shares of the
        Company owned by them (excluding the shares purchased in the Private Placement)
        at any time commencing on the date the founding shares are released from
        escrow.
        In addition, the Initial Stockholders have certain "piggy-back" registration
        rights with respect to such securities on registration statements filed
        subsequent to the date the founding shares are released from escrow. The
        holders
        of a majority of the units purchased in the Private Placement are entitled
        to
        make up to two demands that the Company register the shares, warrants and
        shares
        underlying the warrants comprising such units at any time commencing on the
        date
        the Company consummates a Business Combination. In addition, the Initial
        Stockholders have certain "piggy-back" registration rights with respect to
        such
        securities on registration statements filed subsequent to the date the Company
        consummates a Business Combination. The Company will bear the expenses incurred
        in connection with the filing of any of the foregoing registration
        statements.
 
 The
        founding shares have been placed in escrow until the earliest of: (1) January
        25, 2009; (2) the Company's liquidation; and (3) the consummation of a
        liquidation, merger or stock exchange, stock purchase or other similar
        transaction which results in all of the Company's stockholders having the
        right
        to exchange their shares of common stock for cash, securities or other property
        subsequent to our consummating a Business Combination with a target business.
        During the escrow period, the Initial Stockholders may not sell or transfer
        their founding shares except among the Initial Stockholders (including upon
        exercise by Broad Hollow of its call options), to their spouses and children
        or
        trusts established for their benefit, by virtue of the laws of decent and
        distribution, upon the death of any Initial Stockholder or pursuant to a
        qualified domestic relations order but retain all other rights as stockholders,
        including, without limitation, the right to vote their shares and receive
        cash
        dividends, if declared.  In addition, the units purchased by the Initial
        Stockholders in the Private Placement and the shares and warrants comprising
        such units may not be sold, assigned or transferred by the Initial Stockholders
        until after the consummation of a Business Combination.
 
 The
        Company also paid fees and issued securities to the underwriters in the Offering
        as described above in Note 3.
  9
  **HIGHBURY
        FINANCIAL INC.**
 (a
        corporation in the development stage)
 
 **Notes
        to Unaudited Condensed Financial Statements**
 
 Note
        7.
        Notes Payable, Stockholders
 
 The
        Company issued unsecured promissory notes in the aggregate amount of $70,000
        to
        all of its Initial Stockholders. The notes were non-interest-bearing and
        were
        repaid immediately following the consummation of the Offering from the net
        proceeds of such Offering.
 
 Note
        8.
        Income Taxes
 
 The
        provision for income taxes for the period ended March 31, 2006 consists of
        the
        following:
 
 CurrentFederal
              
              $
              95,817State
              
              
              13,681DeferredFederal
              
              
              (45,768
              )State
              
              
              (6,535
              )$
              57,195
  The
        total
        provision for income taxes differs from that amount which would be computed
        by
        applying the U.S. Federal income tax rate to income before provision for
        income
        taxes for the period ended March 31, 2006 is as follows:
 
 Statutory
                  federal income tax rate
              
              
              34.0
              %State
                  tax net of federal benefit
              
              
              3.1Effective
                  income tax rate
              
              
              37.1
              %
  The
        tax
        effect of temporary differences that give rise to the net deferred tax asset
        is
        as follows:
 
 **March
                  31, 2006**
              
              **December
                  31, 2005**Interest
                  income deferred for reporting purposes
              
              $
              24,440
              
              $
              —Expenses
                  deferred for income tax purposes
              
              
              28,772
              
              
              909Valuation
                  allowance
              
              
              (909
              )
              
              (909
              )Net
                  deferred tax asset
              
              $
              52,303
              
              $
              —
 
 During
        2006, the Company began to generate taxable income and therefore is no longer
        recording a valuation allowance against the remaining deferred tax
        assets.
  Note
        9.
        Recent Developments
 
 On
        April
        20, 2006 the Company and Aston Asset Management LLC, a newly formed Delaware
        limited liability company (“Aston”, and together with Highbury “the Highbury
        Entities”), entered into an Asset Purchase Agreement
        (“Asset Purchase Agreement”) with ABN AMRO Asset Management Holdings, Inc.
        (“AAAMHI”), ABN AMRO Investment Fund Services, Inc. (“AAIFS”), ABN AMRO Asset
        Management, Inc., (“AAAMI”), Montag & Caldwell, Inc., (“Montag”), Tamro
        Capital Partners LLC, (“TAMRO”), Veredus Asset Management LLC, (“Veredus”), and
        River Road Asset Management, LLC, (“River Road” and together with AAAMHI, AAIFS,
        AAAMI, Montag, TAMRO and Veredus individually referred to as a “Seller” and
        collectively as “Sellers”). Pursuant to the Asset Purchase Agreement, and
        subject to the satisfaction of the conditions set forth therein, the Highbury
        Entities will acquire substantially all of the Sellers’ business of providing
        investment advisory, administration, distribution and related services to
        the
        U.S. mutual funds (the “Target Funds”) specified in the Asset Purchase Agreement
        (collectively, the “Business”). In connection with the consummation of the sale
        of the Business (the “Closing”), Aston will enter into agreements with each of
        the Sellers that currently manage the Target Funds pursuant to which each
        such
        Seller will act as a sub-advisor to the applicable Target Fund. Pursuant
        to the
        Asset Purchase Agreement the Sellers have agreed not to terminate these
        agreements for a period of five years following the consummation of the sale
        of
        the Business.
  10
  **HIGHBURY
        FINANCIAL INC.**
 (a
        corporation in the development stage)
 
 **Notes
        to Unaudited Condensed Financial Statements**
 
 Pursuant
        to the Asset Purchase Agreement, at the Closing the Highbury Entities will
        pay
        $38.6 million in cash to AAAMHI. On the second anniversary of the date of
        the
        Closing, the Asset Purchase Agreement provides for a contingent adjustment
        payment in cash as follows: in the event the annualized investment advisory
        fee
        revenue generated under investment advisory contracts between Aston and the
        Sellers applicable to the Target Funds for the six months prior to the second
        anniversary of the date of the Closing (“Target Revenue”) (x) exceeds $41.8
        million, the Highbury Entities will pay to AAAMHI the difference between
        the
        Target Revenue and $41.8 million, up to a total aggregate payment of $3.8
        million, or (y) is less than $34.2 million, AAAMHI will pay to the Highbury
        Entities the difference between the $34.2 million and the Target Revenue,
        up to
        a total aggregate payment of $3.8 million.
 
 The
        sale
        of the Business currently is expected to be consummated in the second half
        of
        2006, after receipt of requisite approvals from (i) our stockholders, (ii)
        the
        stockholders of the Target Funds and (iii) the trustees of the Target Funds.
        The
        trustees of the Target Funds voted to approve the sale of the Business on
        May 9,
        2006.
 
  11
  **ITEM
        2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
        OPERATION**
  The
        following discussion should be read in conjunction with our financial statements
        and related notes thereto contained in this Quarterly Report on Form
        10-QSB.
 
 **Forward
        Looking Statements**
 
 This
        Quarterly Report on Form 10-QSB includes forward-looking statements within
        the
        meaning of Section 27A of the Securities Act of 1933, as amended, and Section
        21E of the Securities Exchange Act of 1934, as amended. We have based these
        forward-looking statements on our current expectations and projections about
        future events. These forward-looking statements are subject to known and
        unknown
        risks, uncertainties and assumptions about us that may cause our actual results,
        levels of activity, performance or achievements to be materially different
        from
        any future results, levels of activity, performance or achievements expressed
        or
        implied by such forward-looking statements. In some cases, you can identify
        forward-looking statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or
        the negative of such terms or other similar expressions. Factors that might
        cause or contribute to such a discrepancy include, but are not limited to,
        those
        described in our other Securities and Exchange Commission filings, including
        our
        Registration Statement on Form S-1, as amended (File No. 333-127272), declared
        effective January 25, 2006 and the definitive Prospectus thereunder, and
        our
        Annual Report on Form 10-KSB filed with the Securities and Exchange Commission
        on April 10, 2006.
 
 **Recent
        Developments**
 
 On
        April
        20, 2006 we and Aston Asset Management LLC, a newly formed Delaware limited
        liability company (“Aston”, and together with Highbury “the Highbury Entities”),
        entered into an Asset Purchase Agreement (“Asset Purchase Agreement”) with ABN
        AMRO Asset Management Holdings, Inc. (“AAAMHI”), ABN AMRO Investment Fund
        Services, Inc. (“AAIFS”), ABN AMRO Asset Management, Inc., (“AAAMI”), Montag
& Caldwell, Inc., (“Montag”), Tamro Capital Partners LLC, (“TAMRO”), Veredus
        Asset Management LLC, (“Veredus”), and River Road Asset Management, LLC, (“River
        Road” and together with AAAMHI, AAIFS, AAAMI, Montag, TAMRO and Veredus
        individually referred to as a “Seller” and collectively as “Sellers”). Pursuant
        to the Asset Purchase Agreement, and subject to the satisfaction of the
        conditions set forth therein, the Highbury Entities will acquire substantially
        all of the Sellers’ business of providing investment advisory, administration,
        distribution and related services to the U.S. mutual funds (the “Target Funds”)
        specified in the Asset Purchase Agreement (collectively, the “Business”). In
        connection with the consummation of the sale of the Business (the “Closing”),
        Aston will enter into agreements with each of the Sellers that currently
        manage
        the Target Funds pursuant to which each such Seller will act as a sub-advisor
        to
        the applicable Target Fund. Pursuant to the Asset Purchase Agreement the
        Sellers
        have agreed not to terminate these agreements for a period of five years
        following the consummation of the sale of the Business.
 
 Pursuant
        to the Asset Purchase Agreement, at the Closing the Highbury Entities will
        pay
        $38.6 million in cash to AAAMHI. On the second anniversary of the date of
        the
        Closing, the Asset Purchase Agreement provides for a contingent adjustment
        payment in cash as follows: in the event the annualized investment advisory
        fee
        revenue generated under investment advisory contracts between Aston and the
        Sellers applicable to the Target Funds for the six months prior to the second
        anniversary of the date of the Closing (“Target Revenue”) (x) exceeds $41.8
        million, the Highbury Entities will pay to AAAMHI the difference between
        the
        Target Revenue and $41.8 million, up to a total aggregate payment of $3.8
        million, or (y) is less than $34.2 million, AAAMHI will pay to the Highbury
        Entities the difference between the $34.2 million and the Target Revenue,
        up to
        a total aggregate payment of $3.8 million.
 
 For
        a
        more complete discussion of our proposed business combination see our Current
        Report on Form 8-K filed with the Securities and Exchange Commission on April
        21, 2006.
 
  12
  The
        sale
        of the Business currently is expected to be consummated in the second half
        of
        2006, after receipt of requisite approvals from (i) our stockholders, (ii)
        the
        stockholders of the Target Funds and (iii) the trustees of the Target Funds.
        The
        trustees of the Target Funds voted to approve the sale of the Business on
        May 9,
        2006.  However,
        unless otherwise indicated, the remainder of this Quarterly Report on Form
        10-QSB assumes that the foregoing acquisition is not consummated and that
        we
        must seek a different business combination. There can be no assurance that
        the
        acquisition will be consummated.
 
 We
        intend
        to file a proxy statement with the Securities and Exchange Commission as
        soon as
        practicable in connection with the foregoing transaction.
 
 **Plan
        of Operation**
 
 We
        were
        formed on July 13, 2005, as a blank check company for the purpose of acquiring,
        through a merger, capital stock exchange, asset acquisition, stock purchase
        or
        other similar business combination, one or more financial services businesses.
        Our initial business combination must be with a target business or businesses
        whose fair market value is at least equal to 80% of net assets at the time
        of
        such acquisition. We intend to use cash derived from the proceeds of our
        recently completed public offering and private placement, our capital stock,
        debt or a combination of cash, capital stock and debt, to effect a business
        combination.
 
 We
        closed
        our initial public offering on January 31, 2006. Gross proceeds from our
        initial
        public offering were $40,399,998. On February 3, 2006, we sold an additional
        1,010,000 units pursuant to the underwriters’ over-allotment option, raising
        additional gross proceeds of $6,060,000. Immediately preceding the offering,
        all
        of our initial stockholders, including all of our officers and directors,
        purchased an aggregate of 166,667 units from us in a private placement at
        a
        price per unit of $6.00. After deducting the underwriting discounts and
        commissions and the offering expenses, the total net proceeds to us from
        the
        offering and the private placement were approximately $43,783,582. We
        deposited **** $43,289,567
        into a
        trust
        account at Lehman Brothers, Inc. (referred to in this Quarterly Report on
        Form
        10-QSB as the “trust account”), maintained by Continental Stock Transfer &
Trust Company acting as trustee ,
        which
        includes the non-accountable expense allowance of $673,333 the underwriters
        have
        agreed to defer until consummation of our initial business combination. The
        remaining proceeds, $1,167,348, were made available to be used by us to provide
        for business, legal and accounting due diligence on prospective acquisitions
        and
        continuing general and administrative expenses. As of March 31, 2006, there
        was
        approximately $43,600,025 held in the trust account, which includes the deferred
        underwriters’ non-accountable expense allowance of $673,333 and accrued interest
        thereon. Additionally, as of March 31, 2006, we had approximately $1,023,035
        outside the trust account to fund our working capital needs.
 
 We
        may
        use substantially all of the net proceeds of the offering and the private
        placement to acquire one or more operating businesses, including identifying
        and
        evaluating prospective acquisition candidates, selecting one or more operating
        businesses, and structuring, negotiating and consummating the business
        combination. However, we may not use all of the proceeds in the trust account
        in
        connection with our initial business combination, either because the
        consideration for our initial business combination is less than the proceeds
        in
        the trust account or because we finance a portion of the consideration with
        our
        capital stock or debt securities. In that event, the proceeds held in the
        trust
        account as well as any other net proceeds not expended will be used to finance
        the operations of the target business or businesses, which may include
        subsequent acquisitions.
 
 Based
        on
        our management team’s past experience managing and advising businesses, we
        believe that the funds available to us outside of the trust account will
        be
        sufficient to allow us to operate through January 31, 2008, assuming that
        our
        initial business combination is not consummated during that time. Over this
        time
        period, we anticipate making the following expenditures:
  13
  
 ·
              approximately
                  $600,000 of expenses for legal, accounting, due diligence and other
                  expenses attendant to the investigating of a target business and
                  structuring and negotiating of a business
                  combination;
 ·
              approximately
                  $100,000 of expenses in legal and accounting fees relating to our
                  SEC
                  reporting obligations;
 ·
              approximately
                  $180,000 of expenses in fees relating to our office space and certain
                  general and administrative services;
                  and
 ·
              approximately
                  $287,348 for general working capital that will be used for miscellaneous
                  expenses and reserves, including approximately $200,000 for director
                  and
                  officer liability and other insurance premiums. In addition, we
                  may elect
                  to use some of the working capital to make a down payment or pay
                  exclusivity or similar fees in connection with structuring and
                  negotiating
                  a business combination.
  All
        of
        these approximate dollar amounts are estimates. Those estimates may prove
        inaccurate, especially if a portion of the available funds is used to make
        a
        down payment or pay exclusivity or similar fees in connection with our initial
        business combination or if we expend a significant portion of the available
        funds in pursuit of our initial business combination that is not consummated.
        If
        we do not have sufficient funds available to fund our expenses, we may be
        forced
        to obtain additional financing, either from our management or the initial
        stockholders or from third parties. We may not be able to obtain additional
        financing and our initial stockholders and management are not obligated to
        provide any additional financing. If we do not have sufficient funds and
        cannot
        find additional financing, we may be forced to liquidate prior to consummating
        our initial business combination.
 
 We
        may
        need to obtain additional financing to the extent such financing is required
        to
        consummate our initial business combination, in which case we may issue
        additional securities or incur debt in connection with such business
        combination.
 
 Net
        income of $97,155 reported for the quarter ended March 31, 2006 consisted
        primarily of $32,315 expense for professional fees, including legal and
        accounting services, $16,787 expense for director and officer liability
        insurance, $16,452 expense for a monthly administrative services agreement,
        $14,962 expense for franchise taxes, $7,051 expense for travel and
        entertainment, $2,586 for other expenses and $57,195 of income taxes. Investment
        income on the trust account during the period was $244,503. This excludes
        $65,955 of investment income we deferred in connection with our common stock
        subject to conversion and the deferred underwriting fees. At March 31, 2006,
        we
        had cash outside of the trust fund of $1,023,035, prepaid expenses of $131,463
        and accounts payable and accrued expenses of $315,242 (including $260,586
        of
        costs deferred in connection with the acquisition of the U.S. mutual fund
        business of ABN AMRO). Until we enter into a business combination, we will
        not
        have revenues other than interest income, and will continue to incur expenses
        relating to identifying a target business to acquire.
 
 Net
        income of $94,703 reported for the period from July 13, 2005 (inception)
        to
        March 31, 2006 consisted primarily of $32,315 expense for professional fees,
        including legal and accounting services, $16,787 expense for director and
        officer liability insurance, $16,452 expense for a monthly administrative
        services agreement, $16,958 expense for franchise taxes, $7,051 expense for
        travel and entertainment, $3,042 for other expenses and $57,195 of income
        taxes.
        Investment income on the trust fund during the period was $244,503. This
        excludes $65,955 of investment income we deferred in connection with our
        common
        stock subject to conversion and the deferred underwriting fees.
 
 We
        presently occupy office space provided by Berkshire Capital Securities LLC,
        an
        affiliate of four of our initial stockholders. Berkshire Capital has agreed
        that, until we consummate the acquisition of a target business, it will make
        such office space, as well as certain office and secretarial services, available
        to us, as we may require from time to time. We have agreed to pay Berkshire
        Capital $7,500 per month for such services commencing on January 26, 2006.
        The
        statement of operations for the period ended March 31, 2006 includes $16,452
        related to this agreement.
  14
 
 **Off
        Balance Sheet Arrangements**
 
 Options
        and warrants issued in conjunction with our initial public offering are equity
        linked derivatives and accordingly represent off balance sheet
        arrangements.  The options and warrants meet the scope exception in
        paragraph 11(a) of FAS 133 and are accordingly not accounted for as derivatives
        for purposes of FAS 133, but instead are accounted for as equity.  See
        Footnote 3 to the financial statements for a discussion of the options and
        warrants.
 
 **ITEM
        3. CONTROLS AND PROCEDURES.**
  We
        carried out an evaluation, under the supervision and with the participation
        of
        our management, including our chief executive officer and chief financial
        officer, of the effectiveness of our disclosure controls and procedures as
        of
        March 31, 2006. Based on that evaluation, our chief executive officer and
        chief
        financial officer concluded that our disclosure controls and procedures are
        effective as of the end of the period covered by this report to ensure that
        information required to be disclosed by us in reports that we file or submit
        under the Securities Exchange Act of 1934 is recorded, processed, summarized
        and
        reported within the time periods specified in Securities and Exchange Commission
        rules and forms.
 
 During
        the most recently completed fiscal quarter, there has been no significant
        change
        in our internal control over financial reporting that has materially affected,
        or is reasonably likely to materially affect, our internal control over
        financial reporting.
 
  15
  **PART
        II.**
 **OTHER
        INFORMATION**
  **ITEM
        2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
        PROCEEDS**
 
 
 **Recent
        Sales of Unregistered Securities**
 
 On
        January 25, 2006, immediately preceding our initial public offering, all
        of our
        initial stockholders, including all of our officers and directors, purchased
        an
        aggregate of 166,667 units from us in a private placement (referred to in
        this
        Quarterly Report on Form 10-QSB as the “private placement”) at a price per unit
        of $6.00. The units sold in the private placement were identical to the units
        sold in our initial public offering and are described in the section below
        entitled “Use of Proceeds from our Initial Public Offering and Private
        Placement.” However, the purchasers in the private placement have waived their
        rights to conversion and receipt of distribution on liquidation in the event
        we
        do not complete a business combination.
 
 Such
        shares were issued pursuant to the exemption from registration contained
        in
        Section 4(2) of the Securities Act of 1933, as they were sold to individuals
        and
        entities who were each accredited investors, as defined in Rule 501(a) of
        the
        Securities Act of 1933. No underwriting discounts or commissions were paid
        with
        respect to such sales. The aggregate proceeds of the private placement of
        $1,000,002 were placed in the trust account.
 
 There
        were no other unregistered sales of our equity securities during the three
        months ended March 31, 2006.
 
 **Use
        of Proceeds from our Initial Public Offering and Private
        Placement**
  The
        effective date of our registration statement, which was filed on Form S-1
        under
        the Securities Act of 1933 (File No. 333-127272), and which relates to the
        initial public offering of our units, was January 25, 2006. Each unit consists
        of one share of common stock, $.0001 par value per share, and two warrants,
        each
        to purchase one share of common stock at an exercise price of $5.00 per share.
        The units were sold at an offering price of $6.00 per unit. The offering
        was
        closed on January 31, 2006. The co-lead managing underwriters for the offering
        were ThinkEquity Partners LLC and EarlyBirdCapital, Inc. A total of 6,733,333
        units were sold in the offering, generating gross proceeds of $40,399,998.
        On
        February 3, 2006, ThinkEquity Partners LLC and EarlyBirdCapital, Inc. acquired
        an additional 1,010,000 units pursuant to an over-allotment option, generating
        gross proceeds of $6,060,000.
 
 We
        paid a
        total of $2,400,433 in underwriting discounts and commissions, which does
        not
        include $673,333, plus accrued interest, net of taxes payable, for the
        underwriters’ non-accountable expense allowance which will be paid upon the
        consummation of our initial business combination, and incurred approximately
        $602,652 for other costs and expenses related to the offering. No
        expenses of our initial public offering were paid to any of our directors
        or
        officers or any of their respective affiliates. We did, however, repay $70,000
        to R. Bruce Cameron, Richard S. Foote, the Hillary Appel Trust, the Catey
        Lauren
        Appel Trust, R. Bradley Forth and Broad Hollow LLC who had advanced us such
        amount to pay certain expenses related to our initial public offering. This
        amount was reflected in the offering expenses and did not reduce our available
        funds of approximately $1,167,348.
 
 After
        deducting the underwriting discounts and commissions (including the $673,333
        deferred underwriting fee) and the offering expenses, the total net proceeds
        to
        us from our initial public offering and the private placement were approximately
        $43,783,582 ,
        of
        which approximately $43,289,567 was placed in the trust account. The amount
        in
        the trust account includes the non-accountable expense allowance of
        approximately $673,333 ThinkEquity Partners LLC and EarlyBirdCapital, Inc.
        have
        agreed to defer until the consummation of our initial business combination.
        Upon
        completion of our initial business combination, we will pay the underwriters
        approximately $673,333, plus accrued interest on such amount, net of taxes
        payable, less approximately $0.12 for each share of our common stock that
        our
        public stockholders elect to convert in connection with our initial business
        combination. The proceeds will not be released from the trust account until
        the
        earlier of the completion of our initial business combination or our
        liquidation. The proceeds held in the trust account may be used as consideration
        to pay the sellers of one or more target businesses with which we ultimately
        complete our initial business combination. We may not use all of the proceeds
        in
        the trust account in connection with our initial business combination, either
        because the consideration for the business combination is less than the proceeds
        in the trust account or because we finance a portion of the consideration
        with
        our capital stock or debt securities. In that event, the proceeds held in
        the
        trust account, as well as any other net proceeds not expended, will be used
        to
        finance the operations of the target businesses, which may include subsequent
        acquisitions. The proceeds not held in the trust account are available to
        be
        used to provide for business, legal and accounting due diligence on prospective
        business combinations and continuing general and administrative
        expenses.
 
 For
        additional information on our use of proceeds from our initial public offering,
        see Item 2 of Part I of this Quarterly Report on Form 10-QSB.
  16
  **ITEM
        6: EXHIBITS**
 
 (a)
              Exhibits:**Exhibit
                  Number**
              
              **Description
                  of Document**4.4
              
              Form
                  of Warrant Agreement between Continental Stock Transfer & Trust
                  Company and Registrant (incorporated by reference to Exhibit 4.4
                  to
                  Amendment No. 5 to Registrant’s Registration Statement on Form S-1 (File
                  No. 333-127272) filed with the SEC on December 16,
                  2005).4.5
              
              Form
                  of Unit Purchase Option granted to each of ThinkEquity Partners,
                  LLC and
                  EarlyBird Capital, Inc. (incorporated by reference to Exhibit 4.5
                  to
                  Amendment No. 7 to Registrant’s Registration Statement on Form S-1 (File
                  No. 333-127272) filed with the SEC on January 23,
                  2006).10.1
              
              Form
                  of Letter Agreement between the Registrant and each of R. Bruce
                  Cameron,
                  Richard S. Foote, R. Bradley Forth, The Hillary Appel Trust, The
                  Catey
                  Lauren Appel Trust, Broad Hollow LLC (the initial stockholders)
                  and
                  Russell L. Appel (incorporated by reference to Exhibit 10.1 to
                  Amendment
                  No. 6 to Registrant’s Registration Statement on Form S-1 (File No.
                  333-127272) filed with the SEC on December 20, 2005).10.2
              
              Form
                  of Stock Escrow Agreement between the Registrant and Continental
                  Stock
                  Transfer and Trust Company (incorporated by reference to Exhibit
                  10.2 to
                  Amendment No. 5 to Registrant’s Registration Statement on Form S-1 (File
                  No. 333-127272) filed with the SEC on December 16,
                  2005).10.3
              
              Form
                  of Investment Management Trust Agreement between the Registrant
                  and
                  Continental Stock Transfer & Trust Company (incorporated by reference
                  to Exhibit 10.3 to Amendment No. 5 to Registrant’s Registration Statement
                  on Form S-1 (File No. 333-127272) filed with the SEC on December
                  16,
                  2005).10.4
              
              Form
                  of Registration Rights Agreement between the Registrant and the
                  initial
                  stockholders (incorporated by reference to Exhibit 10.4 to Amendment
                  No. 5
                  to Registrant’s Registration Statement on Form S-1 (File No. 333-127272)
                  filed with the SEC on December 16, 2005).31.1
              
              Section
                  302 Certification by CEO.31.2
              
              Section
                  302 Certification by CFO.32
              
              Section
                  906 Certification by CEO and CFO.(b)
              Reports
                  on Form 8-K:
 
 **Date**
              
              **Items**
              
              **Financial
                  Statements**February
                  1, 2006
              
              8.01,
                  9.01
              
              Audited
                  Financial Statements from July 13, 2005 (inception) to January
                  31, 2006
                  and from January 1, 2006 to January 31, 2006 and from July 13,
                  2005
                  (inception) to December 31, 2005February
                  3, 2006
              
              8.01,
                  9.01
              
              Unaudited
                  Balance Sheet as of February 3, 2006February
                  21, 2006
              
              8.01,
                  9.01
   17
  **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.
  **HIGHBURY
                  FINANCIAL INC.**
 Dated:
        May 12, 2006
 
 By:/s/
                  Richard S. Foote
                Richard
                  S. Foote
                President
                  and Chief Executive Officer
                (Principal
                  Executive Officer)
  Dated:
        May 12, 2006
 
 By:/s/
                  R. Bradley Forth
                R.
                  Bradley Forth
                Executive
                  Vice President, Chief Financial Officer and Secretary
                (Principal
                  Financial and Accounting Officer)
 
  18
  **EXHIBIT
        INDEX**
 
 **Exhibit
                  Number**
              
              **Description
                  of Document**4.4
              
              Form
                  of Warrant Agreement between Continental Stock Transfer & Trust
                  Company and Registrant (incorporated by reference to Exhibit 4.4
                  to
                  Amendment No. 5 to Registrant’s Registration Statement on Form S-1 (File
                  No. 333-127272) filed with the SEC on December 16,
                  2005).4.5
              
              Form
                  of Unit Purchase Option granted to each of ThinkEquity Partners,
                  LLC and
                  EarlyBird Capital, Inc. (incorporated by reference to Exhibit 4.5
                  to
                  Amendment No. 7 to Registrant’s Registration Statement on Form S-1 (File
                  No. 333-127272) filed with the SEC on January 23,
                  2006).10.1
              
              Form
                  of Letter Agreement between the Registrant and each of R. Bruce
                  Cameron,
                  Richard S. Foote, R. Bradley Forth, The Hillary Appel Trust, The
                  Catey
                  Lauren Appel Trust, Broad Hollow LLC (the initial stockholders)
                  and
                  Russell L. Appel (incorporated by reference to Exhibit 10.1 to
                  Amendment
                  No. 6 to Registrant’s Registration Statement on Form S-1 (File No.
                  333-127272) filed with the SEC on December 20, 2005).10.2
              
              Form
                  of Stock Escrow Agreement between the Registrant and Continental
                  Stock
                  Transfer and Trust Company (incorporated by reference to Exhibit
                  10.2 to
                  Amendment No. 5 to Registrant’s Registration Statement on Form S-1 (File
                  No. 333-127272) filed with the SEC on December 16,
                  2005).10.3
              
              Form
                  of Investment Management Trust Agreement between the Registrant
                  and
                  Continental Stock Transfer & Trust Company (incorporated by reference
                  to Exhibit 10.3 to Amendment No. 5 to Registrant’s Registration Statement
                  on Form S-1 (File No. 333-127272) filed with the SEC on December
                  16,
                  2005).10.4
              
              Form
                  of Registration Rights Agreement between the Registrant and the
                  initial
                  stockholders (incorporated by reference to Exhibit 10.4 to Amendment
                  No. 5
                  to Registrant’s Registration Statement on Form S-1 (File No. 333-127272)
                  filed with the SEC on December 16, 2005).31.1
              
              Section
                  302 Certification by CEO.31.2
              
              Section
                  302 Certification by CFO.32
              
              Section
                  906 Certification by CEO and CFO.
   19