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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K/A
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
   o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   Coconut Palm Acquisition Corp.
 (Exact name of Registrant as specified in its charter)
 Delaware
    
    2 0-2763411(State or other jurisdiction
of incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 595 South Federal Highway, Suite 500Boca Raton, Florida
    
    33432(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code:
(561) 955-7300
 Securities registered pursuant to Section 12(b) of the Act:
None
 Securities registered pursuant to Section 12(g) of the Act:
Units consisting of one share of Common Stock, par value $.0001 per share, and two Warrants
Common Stock, par value $.0001 per share
Warrants to purchase Common Stock
 o x
 o x
 x o
 x o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer x
 x o
   Documents Incorporated By Reference




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TABLE OF CONTENTS  PART IITEM 1. BUSINESSITEM 1A. RISK FACTORSITEM 1B. UNRESOLVED STAFF COMMENTSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESITEM 6. SELECTED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A. CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONPART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-14 Code of EthicsEX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of CFO    Table of Contents  
 PART I
 
 ITEM 1. BUSINESS
 Introduction
    Effecting a business combination
 General
   2




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Sources of target businesses
  Selection of a target business and structuring of a business combination
  
    
    financial condition and results of operation;
    
    growth potential;
    
    experience and skill of management and availability of additional personnel;
    
    capital requirements;
    
    competitive position;
    
    barriers to entry;
    
    stage of development of the products, processes or services;
    
    degree of current or potential market acceptance of the products, processes or services;
    
    proprietary features and degree of intellectual property or other protection of the
products, processes or services;
    
    regulatory environment of the industry;
    
    costs associated with effecting the business combination;
    
    market size;
    
    relative valuation multiples of similar publicly traded companies; and
    
    effect of technological developments within the industry.
  3




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Fair market value of target business
  Lack of business diversification
  
    
    subject us to numerous economic, competitive and regulatory
developments, any or all of which may have a substantial adverse
impact upon the particular industry in which we may operate subsequent
to a business combination; and
 4




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
    
    result in our dependency upon the development or market acceptance of
a single or limited number of products, processes or services.
  Limited ability to evaluate the target business management
   Opportunity for stockholder approval of business combination
   5




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Conversion rights
  Liquidation if no business combination
    6




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Competition
  
    
    our obligation to seek stockholder approval of a business combination
may delay the completion of a transaction;
    
    our obligation to convert into cash shares of common stock held by our
public stockholders to such holders that both vote against the
business combination and exercise their conversion rights may reduce
the resources available to us for a business combination; and
    
    our outstanding warrants and option, and the potential future dilution
they represent, may not be viewed favorably by certain target
businesses.
   7




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Employees
  Periodic Reporting and Audited Financial Statements
   
 ITEM 1A. RISK FACTORS
 Risks associated with our business
 We are a development stage company with no operating history and, accordingly, you will not have
any basis on which to evaluate our ability to achieve our business objective.
  If we are forced to liquidate before a business combination and distribute the trust account, our
public stockholders will receive less than $6.00 per share and our warrants will expire worthless.
  8




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If the net proceeds of the Offering not being placed in trust is insufficient to allow us to
operate for at least the next 24 months, we may be unable to complete a business combination.
  You will not be entitled to protections normally afforded to investors of blank check companies.
  Because there are numerous companies with a business plan similar to ours seeking to effectuate a
business combination, it may be more difficult for us to do so.
  9




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If third parties bring claims against us, the proceeds held in trust could be reduced and the
per-share liquidation price received by stockholders will be less than $5.425 per share.
  Since we have not yet selected any target business with which to complete a business combination,
we are unable to currently ascertain the merits or risks of the business operations.
  We may issue shares of our capital stock or debt securities to complete a business combination,
which would reduce the equity interest of our stockholders and likely cause a change in control of
our ownership.
  
    
    may significantly reduce the equity interest of our stockholders;
    
    may subordinate the rights of holders of common stock if preferred
stock is issued with rights senior to those afforded to our common
stock;
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
    
    will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other
things, our ability to use our net operating loss carry forwards, if
any, and could result in the resignation or removal of our present
officers and directors; and
    
    may adversely affect prevailing market prices for our common stock.
  
    
    default and foreclosure on our assets if our operating revenues after
a business combination are insufficient to repay our debt obligations;
    
    acceleration of our obligations to repay the indebtedness even if we
make all principal and interest payments when due if certain covenants
that require the maintenance of certain financial ratios or reserves
are breached without a waiver or renegotiation of that covenant;
    
    our immediate payment of all principal and accrued interest, if any,
if the debt security is payable on demand; and
    
    our inability to obtain necessary additional financing if the debt
security contains covenants restricting our ability to obtain such
financing while the debt security is outstanding.
 Our ability to successfully effect a business combination and to be successful thereafter will be
totally dependent upon the efforts of our key personnel, some of whom may join us following a
business combination.
  Our officers and directors will allocate their time to other businesses, thereby causing conflicts
of interest in their allocation of time to our affairs. This conflict of interest could have a
negative impact on our ability to consummate a business combination.
  11




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Our officers, directors and their affiliates may become affiliated with entities engaged in
business activities similar to ours and, accordingly, may have conflicts of interest in determining
to which entity a particular business opportunity should be presented.
  All of our officers and directors indirectly own shares of our common stock which will not
participate in liquidation distributions and, therefore, they may have a conflict of interest in
determining whether a particular target business is appropriate for a business combination.
  If our common stock becomes subject to the SECs penny stock rules, broker-dealers may experience
difficulty in completing customer transactions and trading activity in our securities may be
adversely affected.
  
    
    make a special written suitability determination for the purchaser;
    
    receive the purchasers written agreement to the transaction prior to sale;
    
    provide the purchaser with risk disclosure documents which identify
certain risks associated with investing in penny stocks and which
describe the market for these penny stocks as well as a purchasers
legal remedies; and
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
    
    obtain a signed and dated
acknowledgment from the purchaser
demonstrating that the purchaser has
actually received the required risk
disclosure document before a transaction in
a penny stock can be completed.
  Initially, we will only be able to complete one business combination, which will cause us to be
solely dependent on a single business and a limited number of products or services.
  
    
    solely dependent upon the performance of a single business; or
    
    dependent upon the development or market acceptance of a single or
limited number of products, processes or services.
  The ability of our stockholders to exercise their conversion rights may not allow us to effectuate
the most desirable business combination or optimize our capital structure.
  13




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Because of our limited resources and the significant competition for business combination
opportunities, we may not be able to consummate an attractive business combination.
   We may be unable to obtain additional financing, if required, to complete a business combination or
to fund the operations and growth of the target business, which could compel us to restructure or
abandon a particular business combination.
  Our existing stockholder controls a substantial interest in us and thus may influence certain
actions requiring a stockholder vote.
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Our outstanding warrants and option may have an adverse effect on the market price of common stock
and increase the difficulty of effecting a business combination.
  If our founding stockholder exercises its registration rights, it may have an adverse effect on the
market price of our common stock and the existence of these rights may make it more difficult to
effect a business combination.
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If we are deemed to be an investment company, we may be required to institute burdensome compliance
requirements and our activities may be restricted, which may make it more difficult for us to
complete a business combination.
  
    
    restrictions on the nature of our investments; and
    
    restrictions on the issuance of securities.
  
    
    registration as an investment company;
    
    adoption of a specific form of corporate structure; and
    
    reporting, record keeping, voting, proxy, compliance policies and
procedures and disclosure requirements and other rules and
regulations.
  We do not have any independent directors and will generally not have the benefit of independent
directors examining our financial statements and the propriety of expenses incurred on our behalf
and subject to reimbursement.
  16




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ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
  
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 PART II
 
 ITEM
5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER 
                PURCHASES OF EQUITY SECURITIES
 Market Information
  Units
    
    
    
    Common Stock
    
    
    
    WarrantsFor year endedDecember 31, 2005
    
    
    High
    
    
    
    Low
    
    
    
    High
    
    
    
    Low
    
    
    
    High
    
    
    
    LowThird Quarter
    
    
    $
    6.20
    
    
    
    $
    6.10
    
    
    
    
    N/A
    
    
    
    
    N/A
    
    
    
    
    N/A
    
    
    
    
    N/AFourth Quarter
    
    
    $
    6.40
    
    
    
    $
    6.05
    
    
    
    $
    5.30
    
    
    
    $
    5.10
    
    
    
    $
    0.54
    
    
    
    $
    0.48
 Holders
  17




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Dividends
  Recent Sales of Unregistered Securities and Use of Proceeds
    
 ITEM 6. SELECTED FINANCIAL DATA
 Period fromApril 29, 2005(date of inception)Income statement data
    
    to December 31, 2005Operating costs
    
    $
    (146,923
    )Interest income
    
    
    507,871Income before provision for income taxes
    
    
    360,948Provision for income taxes
    
    
    (25,756
    )Net income
    
    
    335,192Net income allocable to common stockholders not
subject to possible conversion
    
    $
    235,125Weighted average number of common shares outstanding:Basic
    
    
    7,544,534Diluted
    
    
    7,895,119Net income per share:Basic
    
    $
    0.04Diluted
    
    $
    0.04Weighted average number of shares outstanding exclusive
of shares subject to possible conversion:Basic
    
    
    6,536,132Diluted
    
    
    6,886,717Net income per share not subject to possible conversion:Basic
    
    $
    0.04Diluted
    
    $
    0.03
 Balance sheet data
    
    December 31, 2005Cash
    
    $
    934,086Investments held in trust
    
    $
    63,120,584Total assets
    
    $
    64,069,669Total liabilities
    
    $
    101,333Common stock subject to possible conversion (including interest)
    
    
    12,617,805Total stockholders equity
    
    
    51,350,531Total liabilities and stockholders equity
    
    $
    64,069,669
 18




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion and analysis of financial condition and results of operations should
be read together with Selected Financial Data, and our financial statements and accompanying
notes appearing elsewhere in this Annual Report on Form 10-K .
        
    
    staffing for financial, accounting and external reporting areas, including segregation of duties;
    
    reconciliation of accounts;
    
    proper recordation of expenses and liabilities in the period to which they relate;
    
    proof of internal review and approval of accounting items;
    
    documentation of key accounting assumptions, estimates and/or conclusions; and
    
    documentation of accounting policies and procedures.
 19




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Off-Balance Sheet Arrangements; Commitments and Contractual Obligations
  Risk Factors That May Affect Future Results
  
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  20




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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 COCONUT PALM ACQUISITION CORP.
 INDEX TO FINANCIAL STATEMENTS
 Report of Independent Registered Public Accounting Firm
    
    
    22Balance Sheet  as of December 31, 2005
    
    
    23Statement of Operations  April 29, 2005 (date of inception) to December 31, 2005
    
    
    24Statement of changes in Shareholders Equity  April 29, 2005 (date of
inception) to December 31, 2005
    
    
    25Statement of Cash Flows  April 29, 2005 (date of inception) to December 31, 2005
    
    
    26Notes to the Financial Statements
    
    
    27
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
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COCONUT PALM ACQUISITION CORP.
 BALANCE SHEET
 December 31, 2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    934,086Prepaid expenses
    
    
    14,999Total current assets
    
    
    949,085Investments held in Trust Fund
    
    
    63,120,584Total assets
    
    $
    64,069,669LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    29,271Accrued expenses
    
    
    46,306Income taxes payable
    
    
    25,756Total current liabilities
    
    
    101,333COMMITMENTS AND CONTINGENCIES (Note H)
    
    
    Common stock subject to possible conversion - 2,298,850 shares
    
    
    12,517,738Interest attributable to common stock, subject to possible conversion
    
    
    100,067STOCKHOLDERS EQUITYPreferred stock    $.0001 par value; 1,000,000 shares
authorized; 0 issued and outstanding
    
    
    Common stock    $.0001 par value; 50,000,000 shares
authorized; 14,000,000 issued and outstanding
(which includes 2,298,850 shares subject to possible conversion)
    
    
    1,400Additional paid-in-capital
    
    
    51,114,006Income accumulated during the development stage
    
    
    235,125Total stockholders equity
    
    
    51,350,531Total liabilities and stockholders equity
    
    $
    64,069,669
 See Notes to Financial Statements
 23




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COCONUT PALM ACQUISITION CORP.
 STATEMENT OF OPERATIONS
 April 29, 2005(Date of Inception)to December 31, 2005Operating costs
    
    $
    146,923Other income:Bank interest
    
    
    7,287Interest on investments held in Trust
    
    
    500,584Total other income
    
    
    507,871Income before provision for income taxes
    
    
    360,948Provision for income taxes  current
    
    
    (25,756
    )Net income
    
    $
    335,192Interest income attributable to common stock
subject to possible conversion
    
    
    (100,067
    )Net income allocable to common stockholders not subject
to possible conversion
    
    $
    235,125Weighted average number of shares outstanding:Basic
    
    
    7,544,534Diluted
    
    
    7,895,119Net income per share:Basic
    
    $
    0.04Diluted
    
    $
    0.04Weighted average number of shares outstanding exclusive
of shares subject to possible conversion:Basic
    
    
    6,536,132Diluted
    
    
    6,886,717Net income per share not subject to possible conversion:Basic
    
    $
    0.04Diluted
    
    $
    0.03
 See Notes to Financial Statements
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COCONUT PALM ACQUISITION CORP
 STATEMENT OF CHANGES IN COMMON STOCKHOLDERS EQUITY
  Common Stock
    
    
    
    
    
    Income AccumulatedPaid-in Capital in
    
    During theShares
    
    Amount
    
    Excess of Par
    
    Development Stage
    
    TotalBalance    April 29,
2005 (date of inception)Initial capitalization from founding
stockholder
    
    
    2,500,000
    
    
    $
    250
    
    
    $
    24,750
    
    
    $
    
    
    
    $
    25,000Sale of 11,500,000 units (includes 2,298,850
shares of common stock subject to possible
conversion) net of underwriters discount
and offering expenses
    
    
    11,500,000
    
    
    
    1,150
    
    
    
    63,606,894
    
    
    
    
    
    
    
    63,608,044Proceeds subject to possible conversion of
2,298,850 shares
    
    
    
    
    
    
    
    
    
    
    (12,517,738
    )
    
    
    
    
    
    
    (12,517,738
    )Accretion of trust fund relating to common
stock subject to possible conversion
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (100,067
    )
    
    
    (100,067
    )Proceeds from issuance of underwriters
purchase option
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    100Net income for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    335,192
    
    
    
    335,192Balance at December 31, 2005
    
    
    14,000,000
    
    
    $
    1,400
    
    
    $
    51,114,006
    
    
    $
    235,125
    
    
    $
    51,350,531
 See Notes to Financial Statements
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COCONUT PALM ACQUISITION CORP
 STATEMENT OF CASH FLOWS
 April 29, 2005(Date of Inception)to December 31, 2005Cash flows from operating activities:Net income
    
    $
    335,192Increase (decrease) in cash attributable to changes in:Prepaid expenses
    
    
    (14,999
    )Accounts payable
    
    
    29,271Accrued expenses
    
    
    46,306Income Tax Payable
    
    
    25,756Net cash provided by operating activities
    
    
    421,526Cash flows from investing activities:Purchase of investments in a fund
    
    
    (63,120,584
    )Net cash used in investing activities
    
    
    (63,120,584
    )Cash flows from financing activities:Proceeds from sale of common stock, net of offering costs
    
    
    63,633,044Proceeds from notes payable to founding stockholders
    
    
    75,000Repayment of notes payable to founding stockholders
    
    
    (75,000
    )Proceeds from issuance of underwriters purchase option
    
    
    100Net cash provided by financing activities
    
    
    63,633,144Net increase in cash and cash equivalents
    
    
    934,086Cash and cash equivalents    beginning of period
    
    
    Cash and cash equivalents    end of period
    
    $
    934,086Supplemental non-cash activity:Accretion of Trust Fund relating to common
stock subject to possible conversion
    
    $
    100,067
 See Notes to Financial Statements
 26




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COCONUT
PALM ACQUISITION CORP.
(a development stage company)
 NOTES TO FINANCIAL STATEMENTS
       27




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[1] Cash and cash equivalents:
 [2] Fair value of financial instruments:
 [3] Earnings per common share:
 28




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[4] Use of estimates:
 [5] Income taxes:
 [6] New Accounting Pronouncements:
          29




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2005Current tax provisionFederal
    
    $
    State
    
    $
    25,756Total Current Tax Provision
    
    $
    25,756Deferred income tax provision (benefit)Federal
    
    $
    State
    
    $
    Total Deferred Tax Provision
    
    $
    Total provision for taxes
    
    $
    25,756
  Net operating losses
    
    $
    11,305Startup Costs
    
    
    43,471Total non-current deferred tax assets
    
    
    54,776Valuation Allowance
    
    
    (54,776
    )Net deferred tax assets
    
    $
    
  Statutory Income tax rate
    
    
    35
    %State taxes, net of federal benefit
    
    
    7.1
    %Tax exempt interest
    
    
    (48.5
    %)Valuation allowance
    
    
    13.5
    %Effective rate
    
    
    7.1
    %
   30




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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
   
 ITEM 9B. OTHER INFORMATION
  
 PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 Directors and Executive Officers
  Name
    
    Age
    
    
    PositionRichard C.  Rochon
    
    
    48
    
    
    Chairman of the Board and Chief Executive OfficerStephen J.  Ruzika
    
    
    50
    
    
    Vice ChairmanJack I.  Ruff
    
    
    50
    
    
    Vice President and DirectorMario B.  Ferrari
    
    
    28
    
    
    Vice President and DirectorRobert C.  Farenhem
    
    
    35
    
    
    Vice President, Secretary and Director
 Richard C. Rochon
 32




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Stephen J. Ruzika
 Jack I. Ruff
 Mario B. Ferrari
 33




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Robert C. Farenhem
    Audit Committee Financial Expert
  34




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Code of Ethics
  Compliance with Section 16(a) of the Exchange Act
   
 ITEM 11. EXECUTIVE COMPENSATION
    35




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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  
    
    each person known by us to be the beneficial owner of more than 5% of our outstanding shares
of common stock;
    
    each of our officers and directors; and
    
    all our officers and directors as a group.
  Amount and
    
    ApproximateNature of
    
    Percentage OfBeneficial
    
    OutstandingName and Address of Beneficial Owner(1)
    
    Ownership
    
    Common StockRPCP Investments, LLLP
    
    
    2,500,000
    (2)
    
    
    20.0
    %Richard C. Rochon
    
    
    2,500,000
    (3)
    
    
    20.0
    %Prentice Capital Management, LP
    
    
    1,667,000
    (4)
    
    
    13.3
    %Michael Zimmerman
    
    
    1,667,000
    (4)
    
    
    13.3
    %Sapling, LLC
    
    
    806,138
    (5)
    
    
    6.4
    %Fir Tree Recovery Master Fund
    
    
    393,862
    (5)
    
    
    3.2
    %Stephen J. Ruzika
    
    
    0
    (6)(7)
    
    
    0
    %Jack I. Ruff
    
    
    0
    (6)(7)
    
    
    0
    %Mario B. Ferrari
    
    
    0
    (6)(7)
    
    
    0
    %Robert C. Farenhem
    
    
    0
    (6)(7)
    
    
    0
    %All directors and executive officers as a group (5 individuals)
    
    
    2,500,000
    (3)
    
    
    20
    %
 
 (1)
    
    Unless otherwise indicated, the business address of each of the owners is 595 South Federal Highway, Suite 500,
Boca Raton, Florida 33432.(2)
    
    RPCP Investments, LLLP may distribute its shares as a dividend or liquidation distribution to Messrs. Rochon,
Ruzika, Ruff, Ferrari, and Farenhem, RPCP Investments five limited partners, at a later date. If the shares are
distributed prior to the end of the escrow period referred to below, such shares will remain in escrow for the
duration of the period. To the extent such shares are not distributed to its limited partners, either prior to or
subsequent to the end of the escrow period, they will be retained by RPCP Investments, LLLP.(3)
    
    These shares are held by RPCP Investments, LLLP. Mr. Rochon is president and director and owns a 54% interest in
the general partner of RPCP Investments, LLLP. As such, Mr. Rochon exercises voting and dispositive power over
these shares.
Does not include, Warrants to purchase 2,000,000 shares of common stock which will become exercisable on the
later of the completion of a business combination with a target business or September 8, 2006 and thus are not
known to be exercisable within 60 days. Such warrants are held by CPACW, LLLP. As, Mr. Rochon exercises voting
and dispositive power over these warrants. 36




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(4)
    
    Prentice Capital Management serves as investment manager to a number of investment funds and manages investments
for certain entities in managed accounts with respect to which it has voting and dispositive authority over the
shares of common stock reflected above. Michael Zimmerman as a Managing Member of Prentice Capital Management may
be deemed to control such investments. Each of Prentice Capital Management and Michael Zimmerman disclaims
beneficial ownership pf all shares of common stock reflected above. The business address of the Prentice Capital
Management, LP and Michael Zimmerman is 623 Fifth Avenue, 32nd Floor, New York, New York 10022. The
foregoing information was derived from a Schedule 13G, as filed with the Securities and Exchange Commission.(5)
    
    The business address of these entities is 535 Fifth Avenue, 31st Floor, New York, New York 10017. The
foregoing information was derived from a Schedule 13G, as filed with the Securities and Exchange Commission.(6)
    
    Does not include any shares held by RPCP Investments, LLLP, of which such person is a limited partner.(7)
    
    Each of these individuals are either directors or executive officers or both.  
    
    September 8, 2008;
    
    our liquidation; and
    
    the consummation of a liquidation, merger, stock exchange or other
similar transaction which results in all of our 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.
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    37




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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
   Audit Fees
  Audit-Related Fees
  All Other Fees
  Board Approval
  39




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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 (a)
    
    Documents filed as part of this report:
 (1)
    
    Financial StatementsSee Item 8. Financial Statements and Supplementary Data for Financial Statements included
with this Annual Report
on Form 10-K.(2)
    
    Financial Statement SchedulesNone.(3)
    
    Exhibits.
 Exhibit Number
    
    Description3.1
    
    
    Certificate of Incorporation.*3.2
    
    
    By-laws.*4.1
    
    
    Specimen Unit Certificate.*4.2
    
    
    Specimen Common Stock Certificate.*4.3
    
    
    Specimen Warrant Certificate.*4.4
    
    
    Form of Unit Purchase Option to be granted to Representative.*4.5
    
    
    Form of Warrant Agreement between Continental Stock Transfer & Trust Company
and the Registrant*10.1
    
    
    Letter Agreement among the Registrant, Morgan Joseph & Co. Inc.,
EarlyBirdCapital, Inc. and RPCP Investments, LLLP.*10.2
    
    
    Letter Agreement among the Registrant, Morgan Joseph & Co. Inc.,
EarlyBirdCapital, Inc. and Richard C. Rochon.*10.3
    
    
    Letter Agreement among the Registrant, Morgan Joseph & Co. Inc.,
EarlyBirdCapital, Inc. and Stephen J. Ruzika.*10.4
    
    
    Letter Agreement among the Registrant, Morgan Joseph & Co. Inc.,
EarlyBirdCapital, Inc. and Jack I. Ruff.*10.5
    
    
    Letter Agreement among the Registrant, Morgan Joseph & Co. Inc.,
EarlyBirdCapital, Inc. and Mario B. Ferrari.*10.6
    
    
    Letter Agreement among the Registrant, Morgan Joseph & Co. Inc.,
EarlyBirdCapital, Inc. and Robert C. Farenhem.*10.7
    
    
    Form of Investment Management Trust Agreement between Continental Stock
Transfer & Trust Company and the Registrant.*10.8
    
    
    Form of Stock Escrow Agreement between the Registrant, Continental Stock
Transfer & Trust Company and Existing Stockholder.*10.9
    
    
    Promissory Note, dated as of May 10, 2005, issued to Royal Palm Capital
Management, LLLP.*10.10
    
    
    Form of Registration Rights Agreement among the Registrant and the Investors.*10.11
    
    
    Warrant Purchase Agreement dated May 18, 2005 among Morgan Joseph & Co. Inc.
and each of Richard C. Rochon, Stephen J. Ruzika, Jack I. Ruff, Mario B.
Ferrari and Robert C. Farenhem*10.12
    
    
    Form of Letter Agreement between Royal Palm Capital Management, LLLP and
Registrant regarding administrative support.*10.13
    
    
    Letter Agreement dated August 2, 2005, from each of RPCP Investments, LLLP,
Richard C. Rochon, Stephen J. Ruzika, Jack I. Ruff, Mario B. Ferrari and
Robert C. Farenhem to the Registrant.*14
    
    
    Code of Ethics31.1
    
    
    Certification by Richard C. Rochon, Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification by Robert C. Farenhem, Chief Financial Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification by Richard C. Rochon, Chief Executive Officer, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification by Robert C. Farenhem, Chief Financial Officer, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Incorporated by reference to exhibits of the same number filed with the Registrants
Registration Statement on Form S-1 or amendments thereto (File No. 333-125105) 40




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SIGNATURES
  COCONUT PALM ACQUISITION CORP.By:
    /s/  RICHARD C.  ROCHONRICHARD C.  ROCHONChief Executive Officer and Chairman of the Board of
Directors   Signature
    
    Title
    
    Date/s/    RICHARD C.  ROCHON

Richard C.  Rochon
    
    Chief Executive Officer and
Chairman of the Board of
Directors (Principal
Executive Officer)
    
    February 27, 2007/s/  ROBERT C.  FARENHEM

Robert C.  Farenhem
    
    Chief Financial Officer
(Principal Financial
Officer), Secretary and
Director
    
    February 27, 2007/s/  STEPHEN J.  RUZIKA

Stephen J.  Ruzika
    
    Vice President and Director
    
    February 27, 2007/s/ JACK I.  RUFF

Jack I.  Ruff
    
    Vice President and Director
    
    February 27, 2007/s/  MARIO B.  FERRARI

Mario B.  Ferrari
    
    Vice President and Director
    
    February 27, 2007
 41




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Exhibit Index
 (Filed with Form 10-K)
 14
    
    Code of Ethics31.1
    
    Certification by Richard C. Rochon, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification by Robert C. Farenhem, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification by Richard C. Rochon, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification by Robert C. Farenhem, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.