FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WARREN RUSSELL F MD

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/3/2007 

3. Issuer Name and Ticker or Trading Symbol

Highlands Acquisition Corp [HIA.U]

(Last)        (First)        (Middle)

ONE PARAGON DRIVE, SUITE 125

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            ___ X ___ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chairman of the Board /

(Street)

MONTVALE, NJ 07645       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   (1) 695548   (2) I   By Fieldpoint Capital, LLC   (3)
Common Stock   (4) 680242   (2) I   By Ivy Healthcare Capital II, L.P.   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants   (1)   (6) 10/2/2012   Common Stock   695548   (2) $7.50   I   By Fieldpoint Capital, LLC   (3)
Warrants   (4)   (6) 10/2/2012   Common Stock   680242   (2) $7.50   I   By Ivy Healthcare Capital II, L.P.   (5)
Warrants   (7)   (8) 10/2/2012   Common Stock   464773   $7.50   I   By Fieldpoint Capital, LLC   (3)
Warrants   (9)   (8) 10/2/2012   Common Stock   454545   $7.50   I   By Ivy Healthcare Capital II, L.P.   (5)

Explanation of Responses:
( 1)  These securities are included in units, each unit consisting of one share of common stock and one warrant to purchase one share of common stock. 90,724 units are subject to forfeiture to the extent that the underwriters over-allotment option in the Company's initial public offering is not exercised in full or expires unexercised.
( 2)  Fieldpoint Capital, LLC ("Fieldpoint") and Ivy Healthcare Capital II, L.P. ("Ivy") have entered into a stockholders agreement dated as of October 2, 2007 (the "Agreement"), by and among Fieldpoint, Ivy and certain other parties (collectively, the "Other Parties"). By reason of the execution of the Agreement, the Reporting Person and the Other Parties may be deemed to be members of a group ("Group") within the meaning of Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934, as amended, with regard to their respective interests in equity securities of the Company. The amount of the Company's securities held by the Reporting Person as reported herein does not include the holdings of any of the Other Parties. The Reporting Person disclaims any pecuniary interest in the Company's securities beneficially owned by the Other Parties.
( 3)  Dr. Warren owns a 32.67% partnership interest in Fieldpoint Capital, LLC.
( 4)  These securities are included in units, each unit consisting of one share of common stock and one warrant to purchase one share of common stock. 88,727 units are subject to forfeiture to the extent that the underwriters over-allotment option in the Company's initial public offering is not exercised in full or expires unexercised.
( 5)  Dr. Warren is a principal of Ivy Capital Partners, the General Partner of Ivy Healthcare Capital II, L.P.
( 6)  The warrants will become exercisable upon the later of the completion of a business combination with a target business and January 3, 2009; provided that the last sales price of the Company's common stock exceeds $14.25 per share for any 20 trading days within a 30-trading day period beginning 90 days after the consummation of a business combination.
( 7)  These warrants will be purchased by Fieldpoint Capital, LLC for $1.00 per warrant in a private placement simultaneously with the consummation of the initial public offering of the Company.
( 8)  The warrants will become exercisable upon the later of the completion of a business combination with a target business and January 3, 2009.
( 9)  These warrants will be purchased by Ivy Healthcare Capital II, L.P. for $1.00 per warrant in a private placement simultaneously with the consummation of the initial public offering of the Company.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WARREN RUSSELL F MD
ONE PARAGON DRIVE
SUITE 125
MONTVALE, NJ 07645 		X X Chairman of the Board

Signatures
/s/ Russell F. Warren, M.D. 10/3/2007
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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