**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-QSB**


(Mark
      One)




x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934





For
                the quarterly period ended September 30,
                2006





o
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934





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
      November 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









**Page****PART
                I. FINANCIAL INFORMATION**Item
                1 - Financial StatementsCondensed
                Consolidated Balance Sheets
            1Condensed
                Consolidated Statements of Operations
            2Condensed
                Consolidated Statement of Stockholders’ Equity
            3Condensed
                Consolidated Statements of Cash Flows
            4Notes
                to Unaudited Condensed Consolidated Financial Statements
            5Item
                2 - Management's Discussion and Analysis or Plan of
                Operation
            13Item
                3 - Controls and Procedures
            19**PART
                II. OTHER INFORMATION**Item
                2 - Unregistered Sales of Equity Securities and Use of
                Proceeds
            20Item
                5 - Other Information
            20Item
                6 - Exhibits
            22Signatures
            23











**ITEM
      1 - FINANCIAL STATEMENTS**





**Highbury
      Financial Inc. and Subsidiary**


(a
      company in the development stage)





**Condensed
      Consolidated Balance Sheets**





**December
                31,**
              **2005**
            
            **September
                30,**
              **2006**(unaudited)Current
                assets:Cash
            
            $
            36,902
            
            $
            470,088Cash
                in Trust Account (Notes 2, 4)
            
            
            -
            
            
            44,424,493Prepaid
                expenses
            
            
            -
            
            
            78,795Total
                current assets
            
            
            36,902
            
            
            44,973,376Deferred
                registration costs (Note 2)
            
            
            483,492
            
            
            -Deferred
                acquisition costs (Note 2)
            
            
            -
            
            
            1,136,422Deferred
                income taxes (Notes 2, 8)
            
            
            -
            
            
            204,018Total
                assets
            
            $
            520,394
            
            $
            46,313,816Current
                liabilities:Accounts
                payable and accrued expenses
            
            $
            427,846
            
            $
            894,445Income
                taxes payable
            
            
            -
            
            
            262,366Deferred
                underwriting fees (Note 6)
            
            
            -
            
            
            673,333Deferred
                investment income (Note 2)
            
            
            -
            
            
            185,192Notes
                payable, stockholders (Note 7)
            
            
            70,000
            
            
            -Common
                stock warrants (Note 3)
            
            
            -
            
            
            14,079,800Underwriters’
                purchase option (Note 3)
            
            
            -
            
            
            688,000Total
                current liabilities
            
            
            497,846
            
            
            16,783,136Common
                stock, subject to possible conversion,1,548,666 shares at
                conversion value (Note 2)
            
            
            -
            
            
            8,657,910Stockholders'
                equity (Notes 2, 3, 4, 5, 6, 9):Preferred
                stock, $0.0001 par value, authorized 1,000,000 shares; none
                issued
            
            
            -
            
            
            -Common
                stock, $0.0001 par value, authorized 50,000,000 shares; issued and
                outstanding9,635,000
                shares (which includes 1,548,666 subject to possible conversion)and
                1,725,000, respectively
            
            
            173
            
            
            964Additional
                paid-in capital
            
            
            24,827
            
            
            25,834,808Income
                (deficit) accumulated during the development stage
            
            
            (2,452
            )
            
            (4,963,002
            )Total
                stockholders' equity
            
            
            22,548
            
            
            20,872,770Total
                liabilities and stockholders' equity
            
            $
            520,394
            
            $
            46,313,816





See
      Notes
      to unaudited condensed consolidated financial statements






1


**Highbury
      Financial Inc. and Subsidiary**


(a
      company in the development stage)





**Condensed
      Consolidated Statements of Operations**





**Period
                from**
              **July
                13, 2005**
              **(inception)
                to**
              **September
                30,**
              **2005**
            
            **Three
                Months**
              **Ended**
              **September
                30,**
              **2006**
            
            **Nine
                Months**
              **Ended**
              **September
                30,**
              **2006**
            
            **Period
                from**
              **July
                13, 2005**
              **(inception)
                to**
              **September
                30,**
              **2006**(unaudited)
            
            (unaudited)
            
            (unaudited)
            
            (unaudited)Operating
                expenses:Professional
                fees
            
            $
            -
            
            $
            (60,619
            )
            $
            (169,573
            )
            $
            (169,573
            )D&O
                insurance
            
            
            -
            
            
            (22,958
            )
            
            (62,703
            )
            
            (62,703
            )Administrative
                fees
            
            
            -
            
            
            (22,500
            )
            
            (61,452
            )
            
            (61,452
            )Franchise
                taxes
            
            
            -
            
            
            (15,374
            )
            
            (45,399
            )
            
            (47,395
            )Travel
                and entertainment
            
            
            -
            
            
            (7,810
            )
            
            (33,296
            )
            
            (33,296
            )Other
                expenses
            
            
            (456
            )
            
            (18,388
            )
            
            (35,900
            )
            
            (36,356
            )Total
                expenses
            
            
            (456
            )
            
            (147,649
            )
            
            (408,323
            )
            
            (410,775
            )Operating
                loss
            
            
            (456
            )
            
            (147,649
            )
            
            (408,323
            )
            
            (410,775
            )Non-operating
                income / (loss):Interest
                income
            
            
            -
            
            
            5,812
            
            
            9,188
            
            
            9,188Investment
                income
            
            
            -
            
            
            461,190
            
            
            1,179,735
            
            
            1,179,735Gain
                / (loss) from common stock warrants
            
            
            -
            
            
            158,200
            
            
            (5,378,800
            )
            
            (5,378,800
            )Gain
                / (loss) from underwriters’ purchase option
            
            
            -
            
            
            100,000
            
            
            (74,000
            )
            
            (74,000
            )Total
                non-operating income / (loss)
            
            
            -
            
            
            725,202
            
            
            (4,263,877
            )
            
            (4,263,877
            )Income
                / (loss) before provision for income taxes
            
            
            (456
            )
            
            577,553
            
            
            (4,672,200
            )
            
            (4,674,652
            )(Provision)/benefit for
                income taxes (Note 8):Current
            
            
            -
            
            
            (194,181
            )
            
            (492,366
            )
            
            (492,366
            )Deferred
            
            
            -
            
            
            75,841
            
            
            204,016
            
            
            204,016Net
                income / (loss) for the period
            
            $
            (456
            )
            $
            459,213
            
            $
            (4,960,550
            )
            $
            (4,963,002
            )Weighted
                average shares outstanding, basic and diluted
            
            
            1,725,000
            
            
            9,635,000
            
            
            8,859,469
            
            
            6,111,734Net
                income / (loss) per share, basic and diluted
            
            $
            (0.00
            )
            $
            0.05
            
            $
            (0.56
            )
            $
            (0.81
            )





See
      Notes
      to unaudited condensed consolidated financial statements






2


**Highbury
      Financial Inc. and Subsidiary**


(a
      company in the development stage)





**Condensed
      Consolidated Statement of Stockholders' Equity**





**Common
                Stock**
            
            **Additional**
              **Paid-In**
            
            **Income**
              **(Deficit)**
              **Accumulated**
              **During
                the**
              **Development****Shares**
            
            **Amount**
            
            **Capital**
            
            **Phase**
            
            **Total**Sale
                of 1,725,000 shares of common stock to initialstockholders
                on August 1, 2005 at $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' discountand
                offering expenses (includes 1,548,666 sharessubject
                to possible conversion)
            
            
            7,743,333
            
            
            774
            
            
            42,782,806
            
            
            -
            
            
            42,783,580Reclassification
                of derivative liability for part of proceeds from the sale of units
                relating to warrants
            
            
            -
            
            
            -
            
            
            (8,701,000
            )
            
            -
            
            
            (8,701,000
            )Reclassification
                of derivative liability relating to value of underwriters’ purchase
                option
            
            
            -
            
            
            -
            
            
            (614,000
            )
            
            -
            
            
            (614,000
            )Proceeds
                subject to possible conversion of 1,548,666 shares
            
            
            -
            
            
            -
            
            
            (8,657,910
            )
            
            -
            
            
            (8,657,910
            )Proceeds
                from issuance of option
            
            
            -
            
            
            -
            
            
            100
            
            
            -
            
            
            100Net
                loss for the period
            
            
            -
            
            
            -
            
            
            -
            
            
            (4,960,550
            )
            
            (4,960,550
            )Balance
                at September 30, 2006
            
            
            9,635,000
            
            $
            964
            
            $
            25,834,808
            
            $
            (4,963,002
            )
            $
            20,872,770





See
      Notes
      to unaudited condensed consolidated financial statements






3


**Highbury
      Financial Inc. and Subsidiary**


(a
      company in the development stage)





**Condensed
      Consolidated Statements of Cash Flows**





**Period
                from**
              **July
                13, 2005**
              **(inception)
                to**
              **September
                30,**
              **2005**
            
            **Nine
                Months**
              **Ended**
              **September
                30,**
              **2006**
            
            **Period
                from**
              **July
                13, 2005**
              **(inception)
                to**
              **September
                30,**
              **2006**(unaudited)
            
            (unaudited)
            
            (unaudited)Cash
                flows from operating activities:Net
                loss for the period
            
            $
            (456
            )
            $
            (4,960,550
            )
            $
            (4,963,002
            )Adjustments
                to reconcile net income to net cash used in operating
                activities:(Increase)
                / decrease in deferred taxes
            
            
            -
            
            
            (204,018
            )
            
            (204,018
            )Loss
                on common stock warrants
            
            
            -
            
            
            5,378,800
            
            
            5,378,800Loss
                on underwriters’ purchase option
            
            
            -
            
            
            74,000
            
            
            74,000Changes
                in operating assets and liabilities:(Increase)
                / decrease in trust account
            
            
            -
            
            
            (1,134,926
            )
            
            (1,134,926
            )(Increase)
                / decrease in prepaid expenses
            
            
            -
            
            
            (78,795
            )
            
            (78,795
            )Increase
                / (decrease) in accounts payable and accrued expenses
            
            
            456
            
            
            139,612
            
            
            142,064Increase
                / (decrease) in deferred investment income
            
            
            -
            
            
            185,192
            
            
            185,192Increase
                / (decrease) in income taxes payable
            
            
            -
            
            
            262,366
            
            
            262,366Net
                cash used in operating activities
            
            
            -
            
            
            (338,319
            )
            
            (338,319
            )Cash
                flows from investing activities:Cash
                held in trust fund
            
            
            -
            
            
            (43,289,567
            )
            
            (43,289,567
            )Payment
                of costs of the acquisition
            
            
            -
            
            
            (384,041
            )
            
            (384,041
            )Net
                cash used in investing activities
            
            
            -
            
            
            (43,673,608
            )
            
            (43,673,608
            )Cash
                flows from financing activities:Proceeds
                from sale of shares of common stock
            
            
            25,000
            
            
            47,460,000
            
            
            47,485,000Proceeds
                from issuance of option
            
            
            -
            
            
            100
            
            
            100Proceeds
                from notes payable, stockholders
            
            
            70,000
            
            
            -
            
            
            70,000Payments
                of notes payable, stockholders
            
            
            -
            
            
            (70,000
            )
            
            (70,000
            )Payment
                of costs of public offering
            
            
            (48,748
            )
            
            (2,944,987
            )
            
            (3,003,085
            )Net
                cash provided by financing activities
            
            
            46,252
            
            
            44,445,113
            
            
            44,482,015Net
                increase in cash
            
            
            46,252
            
            
            433,186
            
            
            470,088Cash
                at beginning of period
            
            
            -
            
            
            36,902
            
            
            -Cash
                at end of period
            
            $
            46,252
            
            $
            470,088
            
            $
            470,088Supplemental
                schedule of non-cash investing activities:Accrual
                of costs of acquisition
            
            $
            -
            
            $
            752,381
            
            $
            752,381Supplemental
                schedule of non-cash financing activities:Accrual
                of costs of public offering
            
            $
            156,635
            
            $
            -
            
            $
            -Accrual
                of deferred underwriting fees
            
            
            -
            
            
            673,333
            
            
            673,333Supplemental
                disclosure of cash flow information:Cash
                paid for taxes
            
            $
            -
            
            $
            232,146
            
            $
            232,146




See
      Notes
      to unaudited condensed consolidated financial statements






4




**Highbury
      Financial Inc. and Subsidiary**


(a
      company in the development stage)





**Notes
      to Unaudited Condensed Consolidated Financial Statements**




**Note
      1. Basis of Presentation**





The
      financial statements at September 30, 2006, for the three months and nine months
      ended September 30, 2006 ,
      for the
      period from July 13, 2005 (inception) to September 30, 2005 and for
      the period from July 13, 2005 (inception) to September 30, 2006 are unaudited
      and include the accounts of Highbury Financial Inc. (a corporation in the
      development stage) (“the Company”) and its 65%-owned subsidiary, Aston Asset
      Management LLC (“Aston”). To date, Aston’s efforts have been limited to
      organizational activities.





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 September 30, 2006 and the results of its operations and its cash flows
      for the nine months ended September 30, 2006, for the period from July 13,
      2005
      (inception) to September 30, 2005 and the period from July 13, 2005 (inception)
      to September 30, 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"). However, there is no assurance that the
      Company will be able to successfully affect a Business Combination. An amount of
      $42,616,234 of the net proceeds of the Offering and the Private Placement and
      approximately $673,333 which will be paid to the underwriters of the Offering
      if
      a business combination is consummated (net of approximately $0.11 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
      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.




5


**Highbury
        Financial Inc. and Subsidiary**
 (a
        company in the development stage)
 
 **Notes
        to Unaudited Condensed Consolidated Financial Statements**


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, net of taxes payable, 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 September 30, 2006 balance
      sheet and approximately 20% of the interest earned on the Trust Account, net
      of
      related income taxes, 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.





*Income
      / (Loss) Per Common Share*





Income
      /
      (loss) per share is computed by dividing net income / (loss) 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 / (loss) 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
      and since, in some periods, the Company has a net loss and the effect would
      be
      anti-dilutive. 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 periods and since, in some periods,
      the Company has a net loss and the effect would be anti-dilutive.




6


**Highbury
        Financial Inc. and Subsidiary**
 (a
        company in the development stage)
 
 **Notes
        to Unaudited Condensed Consolidated Financial Statements**


*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 potential 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. There is no assurance
      that
      this business combination will be consummated.





*Recent
      Accounting Pronouncements*





The
      Financial Accounting Standards Board (“FASB”) has issued interpretation No. 48,
“Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement
      No. 109” (“FIN 48”), regarding accounting for, and disclosure of, uncertain tax
      positions. FIN 48 clarifies the accounting for uncertainty in income taxes
      recognized in an enterprise’s financial statements in accordance with FASB
      Statement No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a
      recognition threshold and measurement attribute for the financial statement
      recognition and measurement of a tax position taken or expected to be taken
      in a
      tax return. FIN 48 also provides guidance on derecognition, classification,
      interest and penalties, accounting in interim periods, disclosure, and
      transition. FIN 48 is effective for fiscal years beginning after December 15,
      2006. We are currently evaluating the impact FIN 48 will have on its results
      of
      operations and financial position. The cumulative effect of applying the
      provisions of FIN 48, if any, will be reported as an adjustment to the opening
      balance of retained earnings accumulated during the development stage on January
      1, 2007.





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, $0.0001 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 $0.01 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.





Under
      EITF No. 00-19, “ *Accounting
      for Derivative Financial Instruments Indexed to, and Potentially Settled in,
      a
      Company’s Own Stock* ”
(“EITF
      No. 00-19”), the fair value of the Warrants issued as part of the Units,
      including the Private Placement units described in Note 2, have been reported
      as
      a liability. The Warrant agreement provides for the Company to register the
      shares underlying the Warrants and is silent as to the penalty to be incurred
      in
      the absence of the Company’s ability to deliver registered shares to the Warrant
      holders upon Warrant exercise. Under EITF No. 00-19, registration of the common
      stock underlying the Warrants is not within the Company’s control. As a result,
      the Company must assume that it could be required to settle the Warrants on
      a
      net-cash basis, thereby necessitating the treatment of the potential settlement
      obligation as a liability. Further, EITF No. 00-19, requires the Company to
      record the potential settlement liability at each reporting date using the
      current estimated fair value of the Warrants, with any changes being recorded
      through the Company’s Consolidated Statement of Operations. The potential
      settlement obligation will continue to be reported as a liability until such
      time as the Warrants are exercised, expire, are redeemed by the Company (should
      the common stock attain the sales prices described above and the Company opt
      to
      redeem the Warrants) or the Company is otherwise able to modify the Warrant
      agreement to remove the provisions which require this treatment. The fair value
      of the warrants is presented on our consolidated balance sheet as “Common stock
      warrants” and the change in the value of these warrants is shown in our
      consolidated statements of operations as “Gain / (loss) from common stock
      warrants.” As a result, the Company could experience volatility in its net
      income due to changes that occur in the value of the Warrant liability at each
      reporting date.





7
 
 **Highbury
          Financial Inc. and Subsidiary**
 (a
          company in the development stage)
 
 **Notes
          to Unaudited Condensed Consolidated Financial Statements**


The
      fair
      value of the common stock warrants is determined using the trading value of
      the
      Warrants on the last day of the appropriate period. The value of the Warrant
      liability at September 30, 2006 was $14,079,800.





Amounts
      reported as gain / (loss) from common stock warrants in our Consolidated
      Statements of Operations are derived from the change in the valuation of the
      Warrant liability during the period. For the three month period ended September
      30, 2006, the income was $158,200. For the nine month period ended September
      30,
      2006 and for the period from July 13, 2005 (inception) through September 30,
      2006, the loss was $5,378,800. The period from July 13, 2005 (inception) through
      September 30, 2005 was before the Offering, and there were no warrants
      outstanding during that period.





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.
      Under EITF No. 00-19, the fair value of the underwriters’ purchase option (the
“UPO”) has been reported as a liability. The UPO agreement provides for the
      Company to register the securities underlying the UPO and includes a damages
      provision in the event the Company is unable to deliver registered securities
      to
      the UPO holders upon exercise. Under EITF No. 00-19, registration of the
      securities underlying the UPO is not within the Company’s control. As a result,
      the Company must assume that it could be required to settle the UPO on a
      net-cash basis, thereby necessitating the treatment of the potential settlement
      obligation as a liability. Further, EITF No. 00-19, requires the Company to
      record the potential settlement liability at each reporting date using the
      current estimated fair value of the UPO, with any changes being recorded through
      the Company’s Consolidated Statement of Operations. The potential settlement
      obligation will continue to be reported as a liability until such time as the
      UPO is exercised, expires, or the Company is otherwise able to modify the UPO
      agreement to remove the provisions which require this treatment. The fair value
      of the UPO is presented on our consolidated balance sheet as “Underwriters’
purchase option” and the changes in the value of the UPO is shown in our
      consolidated statements of operations as “Gain / (loss) from underwriters’
purchase option.” As a result, the Company could experience volatility in its
      net income due to changes that occur in the value of the UPO liability at each
      reporting date.





As
      of
      September 30, 2006, the Company has estimated that the fair value of the UPO
      is
      approximately $688,000 ($2.04 per Unit) using a Black-Scholes option pricing
      model. The fair value of the UPO was estimated using the following assumptions:
      (1) expected volatility of 31.9%, (2) risk-free interest rate of 4.62% and
      (3)
      expected life of 3.3 years. The UPO 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 UPO (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 UPO without the payment of any cash. In addition,
      the warrants underlying such Units are exercisable at $6.25 per share.





Amounts
      reported as gain / (loss) from underwriters’ purchase option in our Consolidated
      Statements of Operations derive from the change in the fair value of the UPO
      liability during a period. For the three month period ended September 30, 2006,
      the income was $100,000. For the nine month period ended September 30, 2006
      and
      for the period from July 13, 2005 (inception) through September 30, 2006, the
      loss was $74,000. The period from July 13, 2005 (inception) through September
      30, 2005 was before the Offering, so there was no UPO during that
      period.





**Note
      4. Investments Held in Trust**





Investments
      held in trust at September 30, 2006 consist of money market obligations in
      the
      aggregate of $44,424,493.





8
 
 **Highbury
          Financial Inc. and Subsidiary**
 (a
          company in the development stage)
 
 **Notes
          to Unaudited Condensed Consolidated Financial Statements**


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 September 30, 2006, no shares of preferred stock have been
      issued.





*Common
      Stock Commitments*





At
      September 30, 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.





**Note
      6. Commitments**





The
      Company presently occupies office space provided by an affiliate of several
      of
      our 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
      statements of operations for the three month and nine month periods ended
      September 30, 2006 include $22,500 and $61,452 related to this agreement,
      respectively. The Company and such affiliate intend to amend this agreement
      upon
      consummation of the acquisition to extend the agreement upon the same terms.
      If
      extended, the agreement will be terminable by either party upon six months’
prior notice.





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 $0.11
      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, net 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.





9
 
 **Highbury
          Financial Inc. and Subsidiary**
 (a
          company in the development stage)
 
 **Notes
          to Unaudited Condensed Consolidated Financial 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.





**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
      provisions for income taxes for the three month and nine month periods ended
      September 30, 2006 consist of the following:





**Three
                Months**
            
            **Nine
                Months****Ended**
            
            **Ended****September
                30, 2006**
            
            **September
                30, 2006**CurrentFederal
            
            $
            169,919
            
            $
            430,847State
            
            
            24,262
            
            
            61,519DeferredFederal
            
            
            (66,366
            )
            
            (177,730
            )State
            
            
            (9,476
            )
            
            (25,377
            )Reversal
                of Valuation Allowance
            
            
            —
            
            
            (909
            )$
            118,339
            
            $
            288,350


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 September 30, 2006 is as follows:
 
 Statutory
                  federal income tax rate
              
              
              (34.0
              )%State
                  tax net of federal benefit
              
              
              (3.1
              )Permanent
                  difference related to loss on common stock warrants and underwriters’
                  purchase option
              
              
              43.3Effective
                  income tax rate
              
              
              6.2
              %




10


**Highbury
        Financial Inc. and Subsidiary**
 (a
        company in the development stage)
 
 **Notes
        to Unaudited Condensed Consolidated Financial Statements**


The
      tax
      effect of temporary differences that give rise to the net deferred tax asset
      is
      as follows:





**September
                30,**
              **2006**
            
            **December
                31,**
              **2005**Interest
                income deferred for reporting purposes
            
            $
            68,624
            
            $
            —Expenses
                deferred for income tax purposes
            
            
            135,393
            
            
            909Valuation
                allowance
            
            
            —
            
            
            (909
            )Net
                deferred tax asset
            
            $
            204,017
            
            $
            —




During
      2006, the Company began to generate taxable income and therefore is no longer
      recording a valuation allowance against its 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.





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
      Company formed Aston on April 19, 2006 and became the sole member of Aston.
      In
      connection with the Highbury Entities entering into the Asset Purchase
      Agreement, the limited liability company agreement of Aston was amended and
      eight senior management employees of the Business (the “Aston management
      members”) were admitted as members of Aston. The Company owns 65% of the
      membership interests of Aston, and the Aston management members own 35% of
      the
      membership interests of Aston. If the acquisition of the Business is
      consummated, as a result of this amendment to the limited liability company
      agreement to admit the new members, the Company will incur a one-time non-cash
      compensation expense of approximately $20.8 million for the value of such
      ownership interests. Since none of the Aston management members have any
      ownership interest in the acquired business, the value of the ownership grant
      was deemed to be compensatory in nature and not purchase price consideration.
      To
      establish the $20.8 million compensation charge for financial reporting
      purposes, the Company used an asset-based approach. Based on the purchase price
      of $38.6 million, the Company determined that the minimum value of its 65%
      manager membership interest in Aston was $38.6 million, and therefore the
      minimum valuation for 100% of Aston was approximately $59.4 million. The Company
      concluded that the value of the Aston management members’ 35% interest was equal
      to the difference between these two values, or approximately $20.8
      million.





The
      sale
      of the Business currently is expected to be consummated in the fourth quarter
      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.
      As
      of September 20, 2006, the approval of the sale of the Business by the
      stockholders of all of the Target Funds had been obtained. The trustees of
      the
      Target Funds voted to approve the sale of the Business on May 9, 2006. Our
      stockholders will vote on the sale of the Business on November 27,
      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, our Annual
      Report on Form 10-KSB filed with the Securities and Exchange Commission on
      April
      10, 2006 and amended on November 2, 2006, and our Definitive Proxy Statement
      filed with the Securities and Exchange Commission on November 3,
      2006.





**Restatement**





In
      consultation with our independent registered accounting firm, Goldstein Golub
      Kessler LLP, we determined on October 10, 2006 that we needed to reclassify
      certain amounts in our financial statements to report as liabilities the
      warrants issued as part of the units issued in our initial public offering
      and
      the private placement immediately prior to our initial public offering and
      the
      unit purchase option issued to the underwriters in our initial public offering
      (the “UPO”). The issue arose as a result of comments received from the
      Securities and Exchange Commission on the preliminary Proxy Statement originally
      filed by us on May 31, 2006 in connection with our proposed initial
      business combination. We arrived at our conclusions after further consideration
      of the accounting for warrants and other derivative securities under Emerging
      Issues Task Force No. 00-19, “ *Accounting
      for Derivative Financial Instruments Indexed to, and Potentially Settled in,
      a
      Company’s Own Stock* ”
(“EITF
      No. 00-19”). The
      Company had previously issued financial statements that did not present the
      warrant liability or the UPO liability and should no longer be relied upon.
      The
      previously issued financial statements have been restated, where appropriate,
      to
      record these liabilities. The accompanying financial statements reflect the
      reclassification of the warrants and the UPO as liabilities.





For
      a
      more complete discussion of the accounting treatment of the warrants and UPO
      under EITF No. 00-19, see “Management’s Discussion and Analysis or Plan of
      Operation - Critical Accounting Policies” and Note 3 to our Financial
      Statements.





**Recent
      Developments**





***Proposed
      Business Combination***





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.





12


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
      Company formed Aston on April 19, 2006 and became the sole member of Aston.
      In
      connection with the Highbury Entities entering into the Asset Purchase
      Agreement, the limited liability company agreement of Aston was amended and
      eight senior management employees of the Business (the “Aston management
      members”) were admitted as members of Aston. The Company owns 65% of the
      membership interests of Aston, and the Aston management members own 35% of
      the
      membership interests of Aston. If the acquisition of the Business is
      consummated, as a result of this amendment to the limited liability company
      agreement to admit the new members, the Company will incur a one-time non-cash
      compensation expense of approximately $20.8 million for the value of such
      ownership interests. Since none of the Aston management members have any
      ownership interest in the acquired business, the value of the ownership grant
      was deemed to be compensatory in nature and not purchase price consideration.
      To
      establish the $20.8 million compensation charge for financial reporting
      purposes, the Company used an asset-based approach. Based on the purchase price
      of $38.6 million, the Company determined that the minimum value of its 65%
      manager membership interest in Aston was $38.6 million, and therefore the
      minimum valuation for 100% of Aston was approximately $59.4 million. The Company
      concluded that the value of the Aston management members’ 35% interest was equal
      to the difference between these two values, or approximately $20.8
      million.





The
      sale
      of the Business currently is expected to be consummated in the fourth quarter
      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.
      As
      of September 20, 2006, the approval of the sale of the Business by the
      stockholders of all of the Target Funds had been obtained. The trustees of
      the
      Target Funds voted to approve the sale of the Business on May 9, 2006. Our
      stockholders will vote on the sale of the Business on November 27,
      2006.




For
      a
      more complete discussion of the Business and our proposed business combination,
      including the risks that are applicable to us with respect to our acquisition
      of
      the Business, see our Definitive Proxy Statement filed with the Securities
      and
      Exchange Commission on November 3, 2006.





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.





***Credit
      Facility***





We
      entered into a credit agreement with City National Bank on August 21, 2006,
      which provides for a revolving line of credit of up to $12.0 million. On
      November 9, 2006, we entered into a new credit agreement with City National
      Bank
      which amended and restated our initial credit agreement to amend the definitions
      of debt and net worth to exclude the effects of our recent reclassification
      of
      the values of our outstanding common stock warrants and the underwriters’ unit
      purchase option as liabilities. The credit facility will be used for working
      capital, general corporate purposes, repurchases of our outstanding securities
      and to finance the conversion of shares of our common stock should the need
      arise in conjunction with the closing of the business acquisition.





13


Our
      borrowing under our credit facility will bear interest, at our option, at either
      the fluctuating prime rate minus one-half of one percent (0.50%) per year or
      LIBOR plus one and one-half percent (1.50%) per year. In addition, we will
      be
      required to pay annually a fee of one quarter of one percent (0.25%) on the
      average daily balance of the unused portion of the credit facility. We will
      have
      to make interest payments monthly for any prime rate borrowings. For any LIBOR
      borrowings, interest payments will be made at the end of any LIBOR contract
      or
      quarterly, whichever is sooner. Any outstanding principal is due at maturity
      on
      October 31, 2007.





Our
      credit facility is secured by all of our assets. We may not draw on the line
      of
      credit under the credit facility until a business combination is consummated
      and
      the trust fund is distributed to us. Our credit facility contains customary
      and
      appropriate affirmative and negative covenants for financings of its type
      (subject to customary exceptions). The financial covenants include: maximum
      total leverage ratio; and minimum net worth. Other covenants will, among other
      things, limit our ability to incur liens or other encumbrances, make capital
      expenditures, distributions, dividends, and divestitures, enter into mergers
      or
      acquisitions and incur indebtedness.





**Plan
      of Operation**





We
      were
      formed on July 13, 2005, as a blank check company for the purpose of acquiring
      or acquiring control of, 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 our 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
      $42,616,234 of the net proceeds and the non-accountable expense allowance of
      $673,333, which the underwriters have agreed to defer until consummation of
      our
      initial business combination, 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,
      for an initial total of $43,289,567 in the trust account. 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 September 30, 2006, the
      balance held in the trust account was approximately $44,424,493, which included
      the deferred underwriters’ non-accountable expense allowance of $673,333 and
      accrued interest thereon.





At
      September 30, 2006, we had cash outside of the trust account of $470,088,
      prepaid expenses of $78,795 and accounts payable and accrued expenses of
      $894,445 (including $752,381 of costs deferred in connection with the
      acquisition of the Business). 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. If we are unable
      to consummate the acquisition of the Business, accounts payable and accrued
      expenses would be reduced to $435,786 due to an expense cap we have negotiated
      with one of our vendors.





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, we will use the net proceeds
      not expended, including any remaining proceeds held in the trust account, to
      finance the operations of the target business or businesses, which may include
      subsequent acquisitions.





14


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 search for potential acquisition targets and operate
      through January 31, 2008, assuming that our initial business combination is
      not
      consummated during that time. From January 25, 2006 through January 25, 2008,
      we
      anticipate making the following expenditures:





·
            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.
      In
      particular, if the proposed acquisition of the Business is not consummated,
      it
      is likely that we would accrue expenses and payables in excess of our available
      cash outside the trust account. 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.





If
      we do
      not consummate a business combination by July 31, 2007, subject to
      extension under certain circumstances to January 31, 2008, or consummate
      the acquisition of the Business by January 31, 2008, we will promptly adopt
      a plan of dissolution and present it to our stockholders. Once the plan of
      dissolution is approved by our stockholders we will distribute to our public
      stockholders the amount in our trust account including any interest earned
      thereon (net of taxes payable) plus remaining net assets after payment of our
      liabilities and reserving amounts sufficient to cover our liabilities and
      obligations and costs of dissolution from non-trust account funds.  Our
      initial stockholders have agreed to vote their shares of our common stock in
      favor of a plan of dissolution. We cannot assure you that third parties will
      not
      seek to recover from the assets distributed to our public stockholders any
      amount owed to them by us. Under the Delaware General Corporation Law, our
      stockholders could be liable for any claims against the corporation to the
      extent of the distribution received by them after dissolution.





Net
      loss
      of $456 reported for the period from July 13, 2005 (inception) through September
      30, 2005 resulted from expenses incurred in the formation of the Company. During
      this period, the Company’s activities were limited to organizational
      activities.





Net
      income of $459,213 reported for the quarter ended September 30, 2006 resulted
      primarily from our investment income, a gain on the warrant liability of
      $158,200 and a gain on the UPO liability of $100,000. We incurred $60,619
      expense for professional fees, including legal, accounting and investor
      relations services, $22,958 expense for director and officer liability
      insurance, $22,500 expense for a monthly administrative services agreement,
      $15,375 expense for franchise taxes, $7,810 expense for travel and
      entertainment, $18,388 for other expenses and $118,339 of income taxes.
      Investment income on the trust account during the period was $461,190. This
      excludes $72,397 of investment income we deferred in connection with our common
      stock subject to conversion and the deferred underwriting fees. Interest income
      on the cash balance held outside the trust account was $5,812.





15
 
  Net
        loss
        of $4,960,550 reported for the nine month period ended September 30, 2006
        resulted primarily from a loss on the warrant liability of $5,378,800 and
        a loss
        on the UPO liability of $74,000. Our warrant liability, UPO liability and
        operating expenses were partially offset by our investment income. We incurred
        $169,573 expense for professional fees, including legal, accounting and investor
        relations services, $62,703 expense for director and officer liability
        insurance, $61,452 expense for a monthly administrative services agreement,
        $45,399 expense for franchise taxes, $33,296 expense for travel and
        entertainment, $35,900 for other expenses and $288,350 of income taxes.
        Investment income on the trust account during the period was $1,179,735.
        This
        excludes $185,192 of investment income we deferred in connection with our
        common
        stock subject to conversion and the deferred underwriting fees. Interest
        income
        on the cash balance held outside the trust account was $9,188.





Net
      loss
      of $4,963,002 reported for the period from July 13, 2005 (inception) through
      September 30, 2006 resulted primarily from a loss on the warrant liability
      of
      $5,378,800 and a loss on the UPO liability of $74,000. Our warrant liability,
      UPO liability and operating expenses were partially offset by our investment
      income. We incurred $169,573 expense for professional fees, including legal,
      accounting and investor relations services, $62,703 expense for director and
      officer liability insurance, $61,452 expense for a monthly administrative
      services agreement, $47,395 expense for franchise taxes, $33,296 expense for
      travel and entertainment, $36,356 for other expenses and $288,350 of income
      taxes. Investment income on the trust account during the period was $1,179,735.
      This excludes $185,192 of investment income we deferred in connection with
      our
      common stock subject to conversion and the deferred underwriting fees. Interest
      income on the cash balance held outside the trust account was $9,188.





The
      fair
      value of the common stock warrants is determined using the trading value of
      the
      warrants on the last day of the appropriate period. Since
      there was no public trading price for the warrants at the time of our initial
      public offering, the fair value of the warrants was initially determined based
      on a survey of the initial trading prices for the warrants issued by 28 of
      the
      publicly-traded blank check companies which have used the same structure as
      the
      Company (i.e. a $6.00 unit which includes one share of common stock and two
      warrants) and whose warrants were trading at the time.The value
      assigned to the warrant liability at September 30, 2006 was $14,079,800 and
      at
      June 30, 2006 was $14,238,000. Immediately after the consummation of the initial
      public offering and the underwriters’ overallotment option, the value assigned
      to the warrant liability was $8,701,000.





The
      fair
      value of the underwriters’ purchase option is determined using a Black-Scholes
      option pricing model. The value assigned to the UPO liability at September
      30,
      2006 was $688,000 and at June 30, 2006 was $788,000. Immediately after the
      consummation of the initial public offering and the underwriters’ overallotment
      option, the value assigned to the UPO liability was $614,000.





The
      Company presently occupies office space provided by Berkshire Capital Securities
      LLC, an affiliate of several of our 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 statements of operations for the three
      month
      and nine month periods ended September 30, 2006 include $22,500 and $61,452
      related to this agreement, respectively. The Company and Berkshire Capital
      intend to amend this agreement upon consummation of the acquisition to extend
      the agreement upon the same terms. If extended, the agreement will be terminable
      by either party upon six months’ prior notice.




**Critical
      Accounting Policies**





Our
      financial statements have been prepared in accordance with accounting principles
      generally accepted in the United States. The preparation of these financial
      statements requires management to make estimates and assumptions that affect
      the
      reported amounts of assets, liabilities, revenues, expenses and related
      disclosures. Actual results could differ from those estimates.





We
      believe the following critical accounting policy, among others, affect the
      more
      significant estimates and assumptions used in the preparation of our financial
      statements.





16


***Accounting
      for Warrants and Underwriters’ Purchase Option***





Under
      EITF No. 00-19, the fair value of the warrants issued as part of the units
      sold
      in our initial public offering and the private placement immediately preceding
      our initial public offering have been reported as a liability. The warrant
      agreement provides for us to register the shares underlying the warrants and
      is
      silent as to the penalty to be incurred in the absence of our ability to deliver
      registered shares to the warrant holders upon warrant exercise. Under EITF
      No.
      00-19, registration of the common stock underlying the warrants is not within
      our control. As a result, we must assume that we could be required to settle
      the
      warrants on a net-cash basis, thereby necessitating the treatment of the
      potential settlement obligation as a liability. Further EITF No. 00-19, requires
      us to record the potential settlement liability at each reporting date using
      the
      current estimated fair value of the warrants, with any changes being recorded
      through our consolidated statement of operations. The potential settlement
      obligation will continue to be reported as a liability until such time as the
      warrants are exercised, expire, are redeemed by us (should the common stock
      attain the sales prices necessary to permit redemption and we opt to redeem
      the
      warrants) or we are otherwise able to modify the warrant agreement to remove
      the
      provisions which require this treatment. The fair value of the warrants is
      presented on our consolidated balance sheet as “Common stock warrants” and the
      change in the value of these warrants is shown in our consolidated statements
      of
      operations as “Gain / (loss) from common stock warrants.” As a result, we could
      experience volatility in our net income due to changes that occur in the value
      of the warrant liability at each reporting date.





The
      fair
      value of the common stock warrants is determined using the trading value of
      the
      warrants on the last day of the appropriate period. Since there was no public
      trading price for the warrants at the time of our initial public offering,
      the
      fair value of the warrants was initially determined based on a survey of the
      initial trading prices for the warrants issued by 28 of the publicly-traded
      blank check companies which have used the same structure as the Company (i.e.
      a
      $6.00 unit which includes one share of common stock and two warrants) and whose
      warrants were trading at the time. Amounts reported as gain / (loss) from common
      stock warrants in our consolidated statements of operations are derived from
      the
      change in the valuation of the warrant liability during the period.





In
      connection with our initial public offering, we issued an option, for $100,
      to
      the underwriters to purchase 336,667 units at an exercise price of $7.50 per
      unit. Under EITF No. 00-19, the fair value of the option (the “UPO”) has been
      reported as a liability. The UPO agreement provides for us to register the
      securities underlying the UPO and includes a damages provision in the event
      we
      are unable to deliver registered securities to the UPO holders upon exercise.
      Under EITF No. 00-19, registration of the securities underlying the UPO is
      not
      within our control. As a result, we must assume that we could be required to
      settle the UPO on a net-cash basis, thereby necessitating the treatment of
      the
      potential settlement obligation as a liability. Further, EITF No. 00-19,
      requires us to record the potential settlement liability at each reporting
      date
      using the current estimated fair value of the UPO, with any changes being
      recorded through our consolidated statement of operations. The potential
      settlement obligation will continue to be reported as a liability until such
      time as the UPO is exercised, expires, or we are otherwise able to modify the
      UPO agreement to remove the provisions which require this treatment. The fair
      value of the UPO is presented on our consolidated balance sheet as
“Underwriters’ purchase option” and the changes in the value of the UPO is shown
      in our consolidated statements of operations as “Gain / (loss) from
      underwriters’ purchase option.” As a result, we could experience volatility in
      our net income due to changes that occur in the value of the UPO liability
      at
      each reporting date.





We
      estimate the fair value of this option using a Black-Scholes option pricing
      model. Amounts reported as gain / (loss) from underwriters’ purchase option in
      our consolidated statements of operations derive from the change in the fair
      value of the UPO liability during the period.





**Off-Balance
      Sheet Arrangements**





There
      were no off-balance sheet arrangements during the period covered by this report
      that have or are reasonably likely to have a current or future effect on our
      financial condition, changes in financial condition, revenues or expenses,
      results of operations, liquidity, capital expenditures, or capital resources
      that is material to our investors.





17


**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
      September 30, 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.








18


**PART
      II.**


**OTHER
      INFORMATION**




**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS**





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, $0.0001 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. 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.





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 $42,616,234 was placed in the trust account.
      Additionally, ThinkEquity Partners LLC and EarlyBirdCapital, Inc. have agreed
      to
      defer the non-accountable expense allowance of approximately $673,333 until
      the
      consummation of our initial business combination. This amount has also been
      placed in the trust account which initially aggregated $43,289,567. 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 $0.11 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 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, we will use the net proceeds not expended, including any remaining
      proceeds held in the trust account, to finance the operations of the target
      business or 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.





**ITEM
      5. OTHER INFORMATION**




On
      November 9, 2006, we entered into a new credit agreement with City National
      Bank
      which amended and restated our initial credit agreement with City National
      Bank,
      dated August 21, 2006, to amend the definitions of debt and net worth to exclude
      the effects of our recent reclassification of the values of our outstanding
      common stock warrants and the underwriters’ unit purchase option as liabilities.
      For more information on our credit facility, see Item 2 of Part I of this
      Quarterly Report on Form 10-QSB.




19




**ITEM
      6. EXHIBITS**





(a) Exhibits:**Exhibit**
              **Number**
            
            **Description
                of Document**10.1
            
            Credit
                Agreement, dated as of November 9, 2006, between City National Bank
                and
                Highbury Financial Inc.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**August
                24, 2006
            
            1.01,
                2.03, 9.01August
                25, 2006
            
            1.01,
                2.03, 9.01September
                7, 2006
            
            7.01,
                9.01October
                13, 2006
            
            7.01,
                9.01October
                13, 2006
            
            4.02October
                13, 2006
            
            8.01,
                9.01
            
            For
                the Periods 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, 2005.October
                13, 2006
            
            8.01,
                9.01
            
            Balance
                Sheets as of February 3, 2006 (unaudited) and January 31,
                2006.October
                26, 2006
            
            7.01,
                9.01





20


**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:
      November 14, 2006





By:/s/
              Richard S. FooteRichard
                S. Foote
              President
                and Chief Executive Officer
              (Principal
                Executive Officer)




Dated:
      November 14, 2006





By: /s/
              R. Bradley
              ForthR.
                Bradley Forth
              Executive
                Vice President, Chief Financial Officer and Secretary
              (Principal
                Financial and Accounting Officer)





21


**EXHIBIT
      INDEX**





**Exhibit**
              **Number**
            
            **Description
                of Document**10.1
            
            Credit
                Agreement, dated as of November 9, 2006, between City National Bank
                and
                Highbury Financial Inc.31.1
            
            Section
                302 Certification by CEO.31.2
            
            Section
                302 Certification by CFO.32
            
            Section
                906 Certification by CEO and CFO.





22