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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 OR
 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: 000-51418
 Coconut Palm Acquisition Corp.
 (Exact name of Registrant as specified in its charter)
 Delaware
    
    20-2763411(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    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 þ
 o þ
 þ o
 o þ
  o o þ
 þ o
   Documents Incorporated By Reference




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##### 



ITEMS IN FORM 10-K
 PagePART I.Item 1.
    
    BUSINESS
    
    
    2Item 1A.
    
    RISK FACTORS
    
    
    15Item 1B.
    
    UNRESOLVED STAFF COMMENTS
    
    
    42Item 2.
    
    PROPERTIES
    
    
    42Item 3.
    
    LEGAL PROCEEDINGS
    
    
    42Item 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    42PART II.Item 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
    
    
    43Item 6.
    
    SELECTED FINANCIAL DATA
    
    
    45Item 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
    
    
    46Item 7A
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    51Item 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    52Item 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    69Item 9A.
    
    CONTROLS AND PROCEDURES
    
    
    69Item 9B.
    
    OTHER INFORMATION
    
    
    69PART III.Item 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    70Item 11.
    
    EXECUTIVE COMPENSATION
    
    
    73Item 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    74Item 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
    
    
    76Item 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    
    77PART IV.Item 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    78Ex-31.1 Section 302 Certification of CEOEx-32.1 Section 302 Certification of CFOEx-32.1 Section 906 Certification of CEOEx-32.2 Section 906 Certification of CFO
  1




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PART I
 
 ITEM 1. BUSINESS
 Introduction
    Developments in Finding Suitable Business Combination Partner
   2




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Effecting a business combination
 General
    3




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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;
 4




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
    
    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.
    
    
    EBCs financial condition and results of operations;
    
    EBCs growth potential;
    
    experience and skills of management and availability of additional personnel;
    
    EBCs competitive position;
    
    barriers to entry;
    
    proprietary features and degree of intellectual property or other protection of the services;
    
    the regulatory environment for EBC;
    
    the valuation of comparable companies;
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
    
    the valuation of comparable merger/acquisition transactions;
    
    EBCs industry dynamics, including the competitive landscape;
    
    demographic trends which match nicely with EBCs target market and the market size;
    
    favorable long-term growth prospects;
    
    ability to extract profitability from the business;
    
    effect of technological developments in the industry;
    
    the reports of several outside due diligence consultants retained by Coconut Palm;
    
    research reports published by third-parties on the markets and/or companies similar to EBC;
 Fair market value of target business
    6




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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
    
    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
    7




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Opportunity for stockholder approval of business combination
  8




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Conversion rights
  Liquidation if no business combination
   9




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To mitigate the risk of the amounts in the trust account being reduced by the claims of
creditors:
 
    
    Prior to completion of a business combination, we will attempt to seek to have
all vendors, prospective target businesses and other entities, which we refer to as
potential contracted parties or a potential contracted party, execute valid and
enforceable agreements with us waiving any right, title, interest or claim of any
kind in or to any monies held in the trust account for the benefit of our public
stockholders. In the event that a potential contracted party were to refuse to
execute such a waiver, we will execute an agreement with that entity only if our
management first determines that we would be unable to obtain, on a reasonable
basis, substantially similar services or opportunities from another entity willing
to execute such a waiver. Examples of instances where we may engage a third party
that has refused to execute a waiver would be the engagement of a third party
consultant whose particular expertise or skills are believed by management to be
superior to those of other consultants that would agree to execute a waiver or a
situation in which management does not believe it would be able to find a provider
of required services similar in talent willing to provide the waiver;
    
    RPCP Investments has agreed to be personally liable to cover the potential
claims made by such party but only if, and to the extent that, the claims otherwise
would reduce the trust account proceeds payable to our public stockholders in the
event of a dissolution and liquidation and the claims were made by that party for
services rendered or contracted for or products sold to us.
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
    
    our board will, consistent with its obligations described in our certificate of
incorporation to dissolve, prior to the passing of such deadline, convene and adopt a
specific plan of dissolution and liquidation, which it will then vote to recommend to our
stockholders; at such time we will also prepare a preliminary proxy statement setting out
such plan of dissolution and liquidation as well as the boards recommendation of such
plan;
    
    upon such deadline (or earlier as described below), we would file our preliminary proxy
statement with the Securities and Exchange Commission (the SEC);
    
    if the SEC does not review the preliminary proxy statement, then, 10 days following the
filing date, we will file a definitive proxy statement with the SEC and will mail the
definitive proxy statement to our stockholders, and 30 days following the mailing, we will
convene a meeting of our stockholders, at which they will either approve or reject our plan
of dissolution and liquidation; and
    
    if the SEC does review the preliminary proxy statement, we currently estimate that we
will receive their comments approximately 30 days following the filing of the preliminary
proxy statement. We will mail a definitive proxy statement to our stockholders following
the conclusion of the comment and review process (the length of which we cannot predict
with any certainty, and which may be substantial) and we will convene a meeting of our
stockholders as soon as permitted thereafter.
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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.
   Employees
  13




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Periodic Reporting and Audited Financial Statements
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ITEM 1A. RISK FACTORS
 Risks associated with our business prior to our merger with Equity Broadcasting Corporation
 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.
  If the net proceeds of the Offering not being placed in trust is insufficient to allow us to
operate until September 14, 2007, we may be unable to complete a business combination.
  You will not be entitled to protections normally afforded to investors of blank check companies.
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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.
  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 $5.6685 per share.
  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;
    
    will likely cause a change in control if a substantial number
of our shares of common stock are issued,
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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.
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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.
  19




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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.
  20




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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.
  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.
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
    
    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.
  22




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Risks Related to our Business and Operations Following the Merger with EBC
 EBC has a history of losses and there can be no assurance that EBC will become or remain profitable
or that losses will not continue to occur.
   The merger may contribute to a future ownership change which may negatively impact Coconut Palms
ability to utilize EBCs net operating loss deferred tax assets in the future.
  We incur and expect to continue to incur losses on newly acquired or built stations without an
immediate return on our investment.
  
    
    acquiring syndicated programming;
    
    improving technical facilities;
    
    increasing and improving cable distribution;
    
    hiring new personnel; and
    
    marketing our television stations to viewers.
  The loss of the services of the new senior management team or a significant number of employees may
negatively affect EBCs business.
 23




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We depend on EBCs network affiliation relationship with Univision for maintaining EBCs existing
business and expanding into new media markets.
  We expect the competition for and the prices of syndicated programming will continue to increase
and we may not be able to acquire desired syndicated programming on acceptable terms or at all.
    24




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Increasing competition in the broadcast television industry and its programming alternatives may
adversely affect us.
   New technologies may have a material adverse effect on EBCs results of operations.
  The loss of major advertisers, a reduction in their advertising expenditures, a decrease in
advertising rates or a change in economic conditions may materially harm EBCs business.
  EBCs revenues are affected by seasonal trends causing additional cash flow concerns during the
slower seasons.
  25




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Failure to observe governmental rules and regulations governing the granting, renewal, transfer and
assignment of licenses and EBCs inability to conclusively anticipate timing and approval actions
could negatively impact EBCs business.
   
    
    compliance with various rules limiting common ownership of media properties;
    
    the character of the licensee (i.e., the likelihood that the licensee will comply with
applicable law and regulations) and those persons holding attributable interests (i.e., the
level of ownership or other involvement in station operations resulting in the FCC
attributing ownership of that station or other media outlet to such person or entity in
determining compliance with FCC ownership limitations; and
    
    compliance with the Communications Acts limitations on alien ownership.
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Changes in FCC regulations regarding media ownership limits have increased the uncertainty
surrounding the competitive position of EBC stations in the markets it serves and may adversely
affect its ability to buy new television stations or sell existing television stations.
   The restrictions on foreign ownership may limit foreign investment in EBC or in its ability to
successfully sell its business.
  27




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Failure to observe rules and policies regarding the content of programming may adversely affect
EBCs business.
  
    
    political advertising;
    
    childrens programming;
    
    the broadcast of obscene or indecent programming;
    
    sponsorship identification; and
    
    technical operations.
  Because EBC television stations rely on must carry rights to obtain cable carriage, new laws or
regulations that eliminate or limit the scope of these rights or failures could significantly
reduce its ability to obtain cable carriage and therefore reduce its revenues.
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EBCs use of local marketing agreements and joint sales agreements may result in uncertainty
regarding scheduled programming and/or revenue from the sale of advertising.
   The industry-wide mandatory conversion to digital television has required us, and will continue to
require us, to make significant capital expenditures without assurance that we will remain
competitive with other developing technologies.
    29




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If direct broadcast satellite companies do not carry the stations that we own and operate or
provide services to, we could lose audience share and revenue.
   30




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EBCs substantial indebtedness may negatively impact EBCs ability to implement EBCs business
plan.
  As of September 30, 2006(In thousands)Total Current Assets
    
    $
    37,848Total Current Liabilities
    
    $
    14,501Total Long-term Liabilities
    
    $
    71,367
  
    
    limit EBCs ability to fund future working capital and capital expenditures;
    
    limit EBCs flexibility in planning for, or reacting to, changes in EBCs business and
the industry in which we operate;
    
    subject us to interest rate risk in connection with any potential future refinancing of our debt;
    
    limit our ability to borrow additional funds;
    
    increase our vulnerability to adverse general economic and industry conditions; and
    
    require us to restructure or refinance our debt, sell debt or equity securities, or sell
assets, possibly on unfavorable terms in order to meet payment obligations.
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Failure of EBCs internal control over financial reporting could harm our business and financial
results.
  An existing lawsuit against EBC and the members of EBCs board of directors could distract EBC from
their operational responsibilities.
  Some members of the proposed management team of combined company are also partners in Royal Palm,
an affiliate of Coconut Palm, and will not devote all of their time to the combined company and may
also have conflicts of interest with the combined company.
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We may not be able to grow our business through acquisitions.
  
    
    we may be unable to obtain required approval by the FCC of the assignments or transfers
of control of licenses issued by the FCC;
    
    the law limits the number and location of broadcasting properties that any one person or
entity (including its affiliates) may own;
    
    the market to purchase television stations is highly competitive, and many potential
acquirers have greater resources available than we have to make such acquisitions;
    
    stations may not be available for purchase;
    
    we may be unable to obtain desired affiliations for all of the stations we acquire in
the future; and
    
    we may not have the financial resources necessary to acquire additional stations.
  If third parties bring claims against us or if EBC has breached any of its representations,
warranties or covenants set forth in the merger agreement, we may not be adequately indemnified for
any losses arising therefrom.
  
    
    an inaccuracy or breach of the representations and warranties,
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
    
    the non-fulfillment or breach of any covenant by EBC, and
    
    certain taxes of EBC or any subsidiary not properly accrued.
   34




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Risks Related to our merger with Equity Broadcasting Corporation, including a discussion of such risks as of prior to completion of the merger
 If 20% or more of the holders of Coconut Palms common stock issued in its public offering
decide to vote against the proposed acquisition, Coconut Palm may be forced to liquidate,
stockholders may receive less than approximately $5.6685 per share and the warrants will expire
worthless.
  The combined companys working capital could be reduced, and Coconut Palm stockholders could own
less than 34% of the combined companys outstanding common stock, if Coconut Palm stockholders
exercise their right to convert their shares into cash.
  A substantial number of the combined companys shares will become eligible for future resale in the
public market after the merger which could result in dilution and an adverse effect on the market
price of those shares.
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Coconut Palms existing stockholders will incur immediate and substantial dilution of their
ownership and voting interests upon completion of the merger.
  If the mergers benefits do not meet the expectations of financial or industry analysts, the market
price of Coconut Palms common stock may decline.
  
    
    Coconut Palm does not achieve the perceived benefits of the merger as rapidly, or to the
extent anticipated by, financial or industry analysts; or
    
    the effect of the merger on Coconut Palms financial results is not consistent with the
expectations of financial or industry analysts.
  If Coconut Palm is unable to list on the Nasdaq Global Market or other national securities
exchange, then it may be difficult for its stockholders to sell their securities.
  The lack of diversification in the business of the combined company affects Coconut Palms ability
to mitigate the risks that it may face or to offset possible losses that it may incur as a result
of competing in the television broadcasting industry.
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If you do not vote your shares at the Coconut Palm special meeting or give instructions to your
broker to vote or abstain from voting you will not be eligible to convert your shares of Coconut
Palm common stock into cash and receive a portion of the trust account upon consummation of the
merger.
  Failure to complete the merger could negatively impact the market price of Coconut Palms common
stock and may make it more difficult for Coconut Palm to attract another acquisition candidate,
resulting, ultimately, in the disbursement of the trust proceeds, causing investors to experience a
loss of their investment.
  
    
    the market price of Coconut Palms common stock may substantially decline;
    
    costs related to the merger, such as legal and accounting fees and the costs of the
fairness opinion, must be paid even if the merger is not completed; and
    
    charges will be made against earnings for transaction-related expenses, which could be
higher than expected.
  If Coconut Palm does not consummate the merger with EBC and it is unable to consummate any business
combination by September 14, 2007, as applicable, and is forced to dissolve and liquidate, payments
from the trust account to Coconut Palms public stockholders may be delayed.
  
    
    Coconut Palms board of directors will convene and adopt a specific plan of dissolution
and liquidation, which it will then vote to recommend to stockholders; at such time it will
also cause
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to be prepared a preliminary proxy statement setting out such plan of dissolution and
liquidation as well as the boards recommendation of such plan;
    
    Coconut Palm will promptly file its preliminary proxy statement with the SEC;
    
    if the SEC does not review the preliminary proxy statement, then, 10 days following the
filing of such preliminary proxy statement, Coconut Palm will mail the definitive proxy
statement to stockholders, and 10-20 days following the mailing of such definitive proxy
statement, Coconut Palm will convene a meeting of stockholders, at which they will vote on
the plan of dissolution and liquidation; and
    
    if the SEC does review the preliminary proxy statement, Coconut Palm currently estimates
that it will receive their comments approximately 30 days after the filing of such proxy
statement. Coconut Palm would then mail the definitive proxy statement to stockholders
following the conclusion of the comment and review process (the length of which it cannot
predict with any certainty, and which may be substantial) and Coconut Palm will convene a
meeting of stockholders at which they will vote on the plan of dissolution and liquidation.
   Coconut Palm stockholders may be held liable for claims by third parties against it to the extent
of distributions received by them.
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An effective registration statement may not be in place when a Coconut Palm stockholder desires to
exercise warrants, which would preclude the Coconut Palm stockholder from being able to exercise
his, her or its warrants and cause those warrants to be practically worthless.
  We may choose to redeem our outstanding warrants when a prospectus relating to the common stock
issuable upon exercise of such warrants is not current and the warrants are not exercisable, which
may result in warrant holders receiving much less than fair value for the warrants or no value at
all.
  
    
    exercise the warrants and pay the exercise price therefore at a time when it may be
disadvantageous for the holders to do so;
    
    sell the warrants at the then current market price when they might otherwise wish to
hold the warrants; or
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
    
    accept the nominal redemption price which, at the time the warrants are called for
redemption, is likely to be substantially less than the market value of the warrants.
  40




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Risks Related to the Offering
 The first vote of EBC shareholders may be deemed an offer and sale of Coconut Palm securities in
violation of Section 5 of the Securities Act, which could result in recission payments to EBC
shareholders.
  41




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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
  42




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PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 Market Information
  For year ended
    
    Units
    
    Common Stock
    
    WarrantsDecember 31, 2005
    
    High
    
    Low
    
    High
    
    Low
    
    High
    
    LowFirst Quarter
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    N/ASecond Quarter
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    N/AThird 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
 For year ended
    
    Units
    
    Common Stock
    
    WarrantsDecember 31, 2006
    
    High
    
    Low
    
    High
    
    Low
    
    High
    
    LowFirst Quarter
    
    $7.50
    
    $6.18
    
    $5.77
    
    $5.20
    
    $0.90
    
    $0.45Second Quarter
    
    $8.00
    
    $6.45
    
    $5.81
    
    $5.31
    
    $1.22
    
    $0.40Third Quarter
    
    $6.26
    
    $6.05
    
    $5.44
    
    $5.34
    
    $0.47
    
    $0.38Fourth Quarter
    
    $6.42
    
    $5.90
    
    $5.55
    
    $5.37
    
    $0.47
    
    $0.28
 Holders
  43




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Dividends
  Use of Proceeds
     44




---



##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA
 April 29, 2005
    
    
    
    
    
  April 29, 2005(Date of Inception) to
    
    
    Year ended
    
    
    (Date of Inception) toIncome Statement Data
    
    December 31, 2005
    
    
    December 31, 2006
    
    
    December 31, 2006Operating costs
    
    $
    (146,923
    )
    
    $
    (521,257
    )

    $
(668,180
)Interest income
    
    
    507,871
    
    
    
    2,082,481
    


2,590,352Income before provision for income taxes
    
    
    360,948
    
    
    
    1,561,224
    


1,922,172Provision for income taxes
    
    
    (25,756
    )
    
    
    (112,989
    )


(138,745)Net income
    
    
    335,192
    
    
    
    1,448,235
    


1,783,427Net income allocable to common stockholders not
subject to possible conversion
    
    $
    235,125
    
    
    $
    1,035,086
    

$
1,270,211Weighted average number of shares outstanding:Basic
    
    
    7,544,534
    
    
    
    14,000,000Diluted
    
    
    7,895,119
    
    
    
    15,821,363Net income per share:Basic
    
    $
    0.04
    
    
    $
    0.10Diluted
    
    $
    0.04
    
    
    $
    0.09Weighted average number of shares outstanding exclusive
of shares subject to possible conversion:Basic
    
    
    6,536,132
    
    
    
    11,701,150Diluted
    
    
    6,886,717
    
    
    
    13,522,513Net income per share not subject to possible conversion:Basic
    
    $
    0.04
    
    
    $
    0.09Diluted
    
    $
    0.03
    
    
    $
    0.08
 Balance Sheet Data
    
    December 31, 2005
    
    
    December 31, 2006Cash and cash equivalents
    
    $
    934,086
    
    
    $
    116,710Investments held in trust fund
    
    
    63,120,584
    
    
    
    65,187,362Total assets
    
    $
    64,069,669
    
    
    $
    67,475,419Total liabities
    
    $
    101,333
    
    
    $
    2,058,848Common stock subject to possible conversion (including interest)
    
    
    12,617,805
    
    
    
    13,030,954Total stockholders equity
    
    
    51,350,531
    
    
    
    52,385,617Total liabilities and stockholders equity
    
    $
    64,069,669
    
    
    $
    67,475,419
  45




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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 .
 Risk Factors That May Affect Future Results
  Overview
    46




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##### Table of Contents



Developments in Finding Suitable Business Combination Partner
      47




---



##### Table of Contents



Results of Operations for the period from April 29, 2005 through December 31, 2005
  Results of Operations for the period from January 1, 2006 through December 31, 2006
  Liquidity and Capital Resources
   48




---



##### Table of Contents



S-1
    
    
    Currently estimatedNet ProceedsHeld in trust
    
    $
    62,620,000
    
    
    $
    65,671,338Not held in trust
    
    
    1,000,000
    
    
    
    988,044
    (1)Use of proceeds not held in trustLegal, accounting and other expenses attendant to the due
diligence investigations, structuring and negotiation of a
business combination.
    
    
    200,000
    
    
    
    3,785,316Due diligence of prospective target business
    
    
    100,000
    
    
    
    531,776Payment of $7,500 in administrative fees to Royal Palm
Capital Management, LLLP
    
    
    180,000
    
    
    
    140,500Legal and accounting fees related to SEC reporting obligations
    
    
    40,000
    
    
    
    775,836Working capital to cover other expenses, D & O insurance and
reserves
    
    
    380,000
    
    
    
    106,024
 
 (1)
    
    Original available funds are not sufficient to satisfy estimated transaction costs prior to the
merger with EBC.  49




---



##### Table of Contents



Net of proceeds held in trust
    
    $
    65,671,338Cash portion of merger consideration to be paid to EBC
preferred shareholders.
    
    
    25,000,000Payment to Coconut Palm stockholders electing to exercise
conversion rights, assuming maximum conversion.
    
    
    13,127,700Transaction success fee payable to Morgan Joseph and
Jones-Sagansky Broadcast Group.
    
    
    1,400,000Total estimated costs required to consummate the
acquisition, excluding transaction success fees, and net
proceeds from the IPO not held in trust
    
    
    2,951,408Working capital
    
    $
    23,192,230
    50




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##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  51




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##### Table of Contents



ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 COCONUT PALM ACQUISTION CORP.
 INDEX TO FINANCIAL STATEMENTS
 Report of Independent Registered Public Accounting Firm
    
    
    53Balance Sheets   As of December 31, 2006 and December 31, 2005
    
    
    54Statements of Operations  Year Ended December 31, 2006, From April
29, 2005 (date of inception) to December 31, 2005, and From April 29,
2005 (date of inception) to December 31, 2006
    
    
    55Statements of Stockholders Equity    From April 29, 2005 (date of
inception) to December 31, 2006
    
    
    56Statements of Cash Flows  Year Ended December 31, 2006, From April
29, 2005 (date of inception) to December 31, 2005, and From April 29,
2005 (date of inception) to December 31, 2006
    
    
    57Notes to the Financial Statements
    
    
    58
 52




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 53




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##### Table of Contents



COCONUT PALM ACQUISITION CORP.
(a development stage company)
 
 BALANCE SHEETS
 December 31, 2006
    
    
    December 31, 2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    116,710
    
    
    $
    934,086Prepaid expenses
    
    
    16,997
    
    
    
    14,999Total current assets
    
    
    133,707
    
    
    
    949,085Other assets:Investments held in trust fund
    
    
    65,187,362
    
    
    
    63,120,584Deferred acquisition costs
    
    
    2,154,350
    
    
    
    Total other assets
    
    
    67,341,712
    
    
    
    63,120,584Total assets
    
    $
    67,475,419
    
    
    $
    64,069,669LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    1,561,903
    
    
    $
    29,271Accrued expenses
    
    
    382,545
    
    
    
    46,306Accrued Delaware franchise fees
    
    
    28,823
    
    
    
    Income taxes payable
    
    
    85,577
    
    
    
    25,756Total current liabilities
    
    
    2,058,848
    
    
    
    101,333COMMITMENTS AND CONTINGENCIES (Note H)
    
    
    
    
    
    
    Common stock subject to possible conversion - 2,298,850 shares
    
    
    12,517,738
    
    
    
    12,517,738Interest attributable to common stock, subject to possible conversion
    
    
    513,216
    
    
    
    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)
    
    
    1,400
    
    
    
    1,400Additional paid-in-capital
    
    
    51,114,006
    
    
    
    51,114,006Income accumulated during the development stage
    
    
    1,270,211
    
    
    
    235,125Total stockholders equity
    
    
    52,385,617
    
    
    
    51,350,531Total liabilities and stockholders equity
    
    $
    67,475,419
    
    
    $
    64,069,669
  54




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COCONUT PALM ACQUISITION CORP.
(a development stage company)
 
 STATEMENTS OF OPERATIONS
 April 29, 2005
    
    
    April 29, 2005Year ended
    
    
    (Date of Inception) to
    
    
    (Date of Inception) toDecember 31, 2006
    
    
    December 31, 2005
    
    
    December 31, 2006Operating costs
    
    $
    (521,257
    )
    
    $
    (146,923
    )
    
    $
    (668,180
    )Other income:Bank interest
    
    
    15,703
    
    
    
    7,287
    
    
    
    22,990Interest on investments held in Trust Fund
    
    
    2,066,778
    
    
    
    500,584
    
    
    
    2,567,362Total other income
    
    
    2,082,481
    
    
    
    507,871
    
    
    
    2,590,352Income before provision
for income taxes
    
    
    1,561,224
    
    
    
    360,948
    
    
    
    1,922,172Provision for income taxes  current
    
    
    (112,989
    )
    
    
    (25,756
    )
    
    
    (138,745
    )Net income
    
    $
    1,448,235
    
    
    $
    335,192
    
    
    $
    1,783,427Interest income attributable to common stock
subject to possible conversion
    
    
    (413,149
    )
    
    
    (100,067
    )
    
    
    (513,216
    )Net income allocable to common stockholders not
subject to possible conversion
    
    $
    1,035,086
    
    
    $
    235,125
    
    
    $
    1,270,211Weighted average number of shares outstanding:Basic
    
    
    14,000,000
    
    
    
    7,544,534Diluted
    
    
    15,821,363
    
    
    
    7,895,119Net income per share:Basic
    
    $
    0.10
    
    
    $
    0.04Diluted
    
    $
    0.09
    
    
    $
    0.04Weighted average number of shares outstanding exclusive
of shares subject to possible conversion:Basic
    
    
    11,701,150
    
    
    
    6,536,132Diluted
    
    
    13,522,513
    
    
    
    6,886,717Net income per share not subject to possible conversion:Basic
    
    $
    0.09
    
    
    $
    0.04Diluted
    
    $
    0.08
    
    
    $
    0.03
  55




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COCONUT PALM ACQUISITION CORP.
(a development stage company)
 
 STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS EQUITY
 IncomePaid-in Capital
    
    
    AccumulatedCommon Stock
    
    
    
    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 net of underwriters
discount and offering expenses (includes
2,298,850 shares subject to possible
conversion)
    
    
    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 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
    
    
    $
    51,350,531Accretion of trust fund relating to common
stock subject to possible conversion
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (413,149
    )
    
    
    (413,149
    )Net income for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,448,235
    
    
    
    1,448,235Balance at December 31, 2006
    
    
    14,000,000
    
    
    $
    1,400
    
    
    $
    51,114,006
    
    
    $
    1,270,211
    
    
    $
    52,385,617
  56




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COCONUT PALM ACQUISITION CORP.
(a development stage company)
 
 STATEMENTS OF CASH FLOWS
 April 29, 2005
    
    
    April 29, 2005Year ended
    
    
    (Date of Inception)
    
    
    (Date of Inception)December 31, 2006
    
    
    to December 31, 2005
    
    
    to December 31, 2006Cash flows from operating activities:Net income
    
    $
    1,448,235
    
    
    $
    335,192
    
    
    $
    1,783,427Increase (decrease) in cash attributable to
changes in:Prepaid expenses
    
    
    (1,998
    )
    
    
    (14,999
    )
    
    
    (16,997
    )Accounts payable
    
    
    95,594
    
    
    
    29,271
    
    
    
    124,865Accrued expenses
    
    
    (45,306
    )
    
    
    46,306
    
    
    
    1,000Accrued franchise fees
    
    
    28,823
    
    
    
    
    
    
    
    28,823Income tax payable
    
    
    59,821
    
    
    
    25,756
    
    
    
    85,577Net cash provided by operating activities
    
    
    1,585,169
    
    
    
    421,526
    
    
    
    2,006,695Cash flows from investing activities:Principal deposited into Trust Fund
    
    
    
    
    
    
    (62,620,000
    )
    
    
    (62,620,000
    )Increase in investments in a fund
    
    
    (2,066,778
    )
    
    
    (500,584
    )
    
    
    (2,567,362
    )Deferred acquisition costs
    
    
    (335,767
    )
    
    
    
    
    
    
    (335,767
    )Net cash used in investing activities
    
    
    (2,402,545
    )
    
    
    (63,120,584
    )
    
    
    (65,523,129
    )Cash flows from financing activities:Proceeds from sale of common stock, net of
offering costs
    
    
    
    
    
    
    63,633,044
    
    
    
    63,633,044Proceeds from notes payable to founding
stockholders
    
    
    
    
    
    
    75,000
    
    
    
    75,000Repayment of notes payable to founding
stockholders
    
    
    
    
    
    
    (75,000
    )
    
    
    (75,000
    )Proceeds from issuance of underwritters
purchase option
    
    
    
    
    
    
    100
    
    
    
    100Net cash provided by financing activities
    
    
    
    
    
    
    63,633,144
    
    
    
    63,633,144Net (decrease) increase in cash and cash equivalents
    
    
    (817,376
    )
    
    
    934,086
    
    
    
    116,710Cash and
cash equivalents - beginning of period
    
    
    934,086
    
    
    
    
    
    
    
    Cash and
cash equivalents - end of period
    
    $
    116,710
    
    
    $
    934,086
    
    
    $
    116,710Supplemental cash flow information:Income taxes paid
    
    $
    53,169
    
    
    $
    
    
    
    $
    53,169Supplemental non-cash activity:Accretion of Trust Fund income relating to
common stocksubject to possible conversion
    
    $
    413,149
    
    
    $
    100,067
    
    
    $
    513,216Accrual of deferred acquisition costs
    
    $
    1,776,205
    
    
    $
    
    
    
    $
    1,776,205
  57




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COCONUT PALM ACQUISITION CORP.
 
 NOTES TO FINANCIAL STATEMENTS
       58




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59




---



##### Table of Contents



[1] Cash and cash equivalents:
 [2] Fair value of financial instruments:
 [3] Earnings per common share:
 [4] Use of estimates:
 [5] Income taxes:
 [6] New Accounting Pronouncement:
   60




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61




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62




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April 29, 2005
    
    April 29, 2005Year Ended
    
    (Date of Inception)
    
    (Date of Inception)December 31,
    
    to
    
    to2006
    
    December 31, 2005
    
    December 31, 2006Current tax provisionFederal
    
    $
    
    
    
    $
    
    
    
    $
    State
    
    
    112,989
    
    
    
    25,756
    
    
    
    138,745Total current tax provision
    
    $
    112,989
    
    
    $
    25,756
    
    
    $
    138,745Deferred income tax provision (benefit)Federal
    
    $
    
    
    
    $
    
    
    
    $
    State
    
    
    
    
    
    
    
    
    
    
    Total deferred tax provision
    
    
    
    
    
    
    
    
    
    
    Total provision for taxes
    
    $
    112,989
    
    
    $
    25,756
    
    
    $
    138,745
  December 31,
    
    December 31,2006
    
    2005Total current deferred tax assets
    
    $
    
    
    
    $
    Net operating losses
    
    $
    27,000
    
    
    $
    11,000Startup costs
    
    
    218,000
    
    
    
    43,000Total non-current deferred tax assets
    
    $
    245,000
    
    
    $
    55,000Valuation allowance
    
    
    (245,000
    )
    
    
    (55,000
    )Net deferred tax assets
    
    $
    
    
    
    $
    
  63




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##### Table of Contents



April 29, 2005April 29, 2005
    
    (Date ofYear Ended
    
    (Date of Inception)
    
    Inception) toDecember 31,
    
    to
    
    December 31,Rate Reconciliation
    
    2006
    
    December 31, 2005
    
    2006Statutory Income Tax Rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State federal income tax,
net of federal benefit
    
    
    3.5
    %
    
    
    3.5
    %
    
    
    3.5
    %Change in valuation allowance
    
    
    12.2
    %
    
    
    15.2
    %
    
    
    12.8
    %Federally tax exempt income,
net of related disallowed
expenses
    
    
    (43.5
    %)
    
    
    (46.6
    %)
    
    
    (44.0
    %)Effective Tax Rate
    
    
    7.2
    %
    
    
    7.1
    %
    
    
    7.2
    %
        64




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65




---



##### Table of Contents



66




---



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67




---



##### Table of Contents



Quarters Ended,
    
    
    Quarters Ended,March 31,
    
    
    June 30,
    
    
    September 30,
    
    
    December 31,
    
    
    March 31,
    
    
    June 30,
    
    
    September 30,
    
    
    December 31,2005
    
    
    2005
    
    
    2005
    
    
    2005
    
    
    2006
    
    
    2006
    
    
    2006
    
    
    2006Operating costs
    
    $
    
    
    
    $
    (76
    )
    
    $
    (10,178
    )
    
    $
    (136,669
    )
    
    $
    (119,102
    )
    
    $
    (187,289
    )
    
    $
    (127,119
    )
    
    $
    (87,747
    )Other income:Bank interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,287
    
    
    
    6,465
    
    
    
    4,711
    
    
    
    3,131
    
    
    
    1,396Interest on investments held
in Trust Fund
    
    
    
    
    
    
    
    
    
    
    75,262
    
    
    
    425,322
    
    
    
    446,582
    
    
    
    526,907
    
    
    
    535,962
    
    
    
    557,328Total other income
    
    
    
    
    
    
    
    
    
    
    75,262
    
    
    
    432,609
    
    
    
    453,047
    
    
    
    531,618
    
    
    
    539,093
    
    
    
    558,724Income before provision
for income taxes
    
    
    
    
    
    
    (76
    )
    
    
    65,084
    
    
    
    295,940
    
    
    
    333,945
    
    
    
    344,329
    
    
    
    411,974
    
    
    
    470,977Provision
for income taxes - current
    
    
    
    
    
    
    
    
    
    
    (3,037
    )
    
    
    (22,719
    )
    
    
    (23,223
    )
    
    
    (29,338
    )
    
    
    (29,649
    )
    
    
    (30,779
    )Net income
    
    $
    
    
    
    $
    (76
    )
    
    $
    62,047
    
    
    $
    273,221
    
    
    $
    310,722
    
    
    $
    314,991
    
    
    $
    382,325
    
    
    $
    440,198Net income per shareBasic
    
    $
    
    
    
    $
    
    
    
    $
    0.01
    
    
    $
    0.03
    
    
    $
    0.02
    
    
    $
    0.02
    
    
    $
    0.03
    
    
    $
    0.03Diluted
    
    $
    
    
    
    $
    
    
    
    $
    0.01
    
    
    $
    0.03
    
    
    $
    0.02
    
    
    $
    0.02
    
    
    $
    0.02
    
    
    $
    0.03Interest income attributable to common stock
subject to possible conversion
    
    
    
    
    
    
    
    
    
    
    (15,045
    )
    
    
    (85,022
    )
    
    
    (89,272
    )
    
    
    (105,328
    )
    
    
    (107,139
    )
    
    
    (111,410
    )Net income allocable to common stockholders not
subject to possible conversion
    
    $
    
    
    
    $
    (76
    )
    
    $
    47,002
    
    
    $
    188,199
    
    
    $
    221,450
    
    
    $
    209,663
    
    
    $
    275,186
    
    
    $
    328,788Net Income per share not subject to possible
conversionBasic
    
    $
    
    
    
    $
    
    
    
    $
    0.01
    
    
    $
    0.03
    
    
    $
    0.02
    
    
    $
    0.02
    
    
    $
    0.02
    
    
    $
    0.03Diluted
    
    $
    
    
    
    $
    
    
    
    $
    0.01
    
    
    $
    0.02
    
    
    $
    0.02
    
    
    $
    0.02
    
    
    $
    0.02
    
    
    $
    0.02
 68




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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Internal Control Over Financial Reporting
  
 ITEM 9B. OTHER INFORMATION
  69




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##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Directors and Executive Officers
  Name
    
    Age
    
    PositionRichard C. Rochon
    
    49
    
    Chairman of the Board and Chief Executive OfficerStephen J. Ruzika
    
    51
    
    Vice ChairmanJack I. Ruff
    
    51
    
    Vice President and DirectorMario B. Ferrari
    
    29
    
    Vice President and DirectorRobert C. Farenhem
    
    36
    
    Vice President, Secretary and Director
 Richard C. Rochon
 Stephen J. Ruzika
 70




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Jack I. Ruff
 Mario B. Ferrari
 Robert C. Farenhem
 71




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##### Table of Contents



Audit Committee Financial Expert
  Compensation Committee
  Code of Ethics
  Compliance with Section 16(a) of the Exchange Act
  72




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ITEM 11. EXECUTIVE COMPENSATION
     73




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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
    
    Approximate PercentageNature of
    
    OfBeneficial
    
    Outstanding CommonName and Address of Beneficial Owner(1)
    
    Ownership
    
    StockRPCP Investments, LLLP
    
    2,500,000(2)(3)
    
    17.9%Richard C. Rochon
    
    2,500,000(3)
    
    17.9%Prentice Capital Management, LP
    
    1,667,000(4)
    
    13.3%Michael Zimmerman
    
    1,667,000(4)
    
    13.3%Sapling, LLC
    
    1,307,461(5)
    
    9.3%Millenco, LLC
    
    1,190,000(6)
    
    8.5%All directors and executive officers as a group (5 individuals)
    
    2,500,000(3)
    
    17.9%
 
 (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 may distribute its shares as a dividend or
liquidation distribution to Mr. Rochon, Stephen J. Ruzika, Jack I.
Ruff, Mario B. Ferrari, and Robert 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. Except for Mr. Rochon, as set forth in
footnote 3 below, beneficial ownership of Coconut Palm common stock
held by RPCP Investments is not attributed to its limited partners,
Messrs. Ruzika, Ruff, Ferrari and Farenhem, all of whom are directors
and/or executive officers of Coconut Palm.(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, Inc. As such, Mr. Rochon exercises voting and
dispositive power over these shares. These shares do not include
warrants to purchase 2,000,000 shares of common stock which will
become exercisable on the later of the completion of the merger (or
if the merger is not consummated, the first acquisition consummated)
or September 8, 2006 and thus are not known to be exercisable within
60 days. Such warrants are held by CPACW, LLLP., the general partner
of which is RPCP Investments, Inc. Assumes beneficial ownership of
such warrants is attributable to Mr. Rochon due to his status as
president and director of RPCP Investments, Inc. and his power to
exercise investment control (in this instance voting and dispositive
power) over the warrants. Mr. Rochon disclaims any beneficial
ownership to the extent such beneficial ownership exceeds such
pecuniary interest therein. CPACW purchased the warrants pursuant to
the requirements of a Warrant Purchase Agreement dated May 18, 2005
among Morgan Joseph & Co. Inc. and each of Messrs. Rochon, Ruzika,
Ruff, Ferrari and Farenhem, which agreement authorized Morgan Joseph
to acquire for such persons up to 2,000,000 warrants at market prices
not to exceed $0.70 per warrant during the 40 trading-day period
commencing when Coconut Palms common stock and warrants began
trading separately. The Warrant Purchase Agreement was intended to
meet the requirements of a Rule 10b5-1 plan under the Securities
Exchange Act of 1934 in that the Warrant Purchase Agreement
functioned as a written plan that did not permit Coconut Palm or any
of Messrs. Rochon, Ruzika, Ruff, Ferrari or Farenhem to exercise
subsequent influence over how, when or whether to effect purchases,
where all purchases were effected 74




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solely at Morgan Josephs
discretion and through orders placed by Morgan Joseph (where no
commission was received) and where all such purchases were effected
through such plan. The foregoing information was derived from a
Schedule 13G and from Forms 4 as filed with the SEC through February
7, 2006.(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 of
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 and a Schedule 13G/A, as
filed with the SEC on September 19, 2005 and February 14, 2006,
respectively.(5)
    
    The business address of this entity is 535 Fifth Avenue, 31st Floor,
New York, New York 10017. Fir Tree Value Master Fund, LP, a Cayman
Islands exempted limited partnership, is the sole member of Sapling,
LLC and Fir Tree, Inc., a New York corporation, is the manager of
Sapling, LLC. The foregoing information was derived from a Schedule
13G and a Schedule 13G/A, as filed with the SEC on September 23, 2005
and March 29, 2006, respectively.(6)
    
    Millenco, L.L.C. (formerly Millenco, L.P.) may be deemed to be the
beneficial owner of 1,190,000 warrants exercisable into shares of
Coconut Palm common stock. Each warrant entitles the holder to
purchase one share of the Coconut Palm common stock at a price of
$5.00, and will become exercisable upon the later of the Coconut
Palms completion of a business combination and September 8, 2006.
Millennium Management is the general partner of Millenco. Israel A.
Englander is the managing member of Millennium Management and may be
deemed to be the beneficial owner of any shares deemed to be
beneficially owned by Millenium Management. The business address for
Millenco, Millenium Management and Mr. Englander is 666 Fifth Avenue,
New York, New York, 10103. The foregoing information was derived
from a Schedule 13D/A as filed with the SEC on October 26, 2006.  Amount and
    
    Approximate PercentageNature of
    
    OfBeneficial
    
    Outstanding CommonName and Address of Beneficial Owner(1)
    
    Ownership
    
    StockRPCP Investments, LLLP
    
    2,500,000(2)(3)
    
    17.9%Richard C. Rochon
    
    2,500,000(3)
    
    17.9%All directors and executive officers as a group (5 individuals)
    
    2,500,000(3)
    
    17.9%
 
 (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 may distribute its shares as a dividend or
liquidation distribution to Mr. Rochon, Stephen J. Ruzika, Jack I.
Ruff, Mario B. Ferrari, and Robert 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. Except for Mr. Rochon, as set forth in
footnote 3 below, beneficial ownership of Coconut Palm common stock
held by RPCP Investments is not attributed to its limited partners,
Messrs. Ruzika, Ruff, Ferrari and Farenhem, all of whom are directors
and/or executive officers of Coconut Palm.  
    
    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
 75




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other property subsequent to our consummating a business
combination with a target business.
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
      76




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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
   Audit Fees
  Audit-Related Fees
  All Other Fees
  Board Approval
  77




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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
    
    Documents filed as part of this report:
 (1)
    
    Financial Statements
  (2)
    
    Financial Statement Schedules
  (3)
    
    Exhibits.
 ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Merger, dated April 7, 2006, by and among
the Registrant, Equity Broadcasting Corporation and certain
shareholders of Equity Broadcasting Corporation (incorporated by
reference to Form 8-K filed on April 13, 2006)2.2
    
    First Amendment to Agreement and Plan of Merger, dated May 5,
2006, between the Registrant and Equity Broadcasting Corporation
and Major EBC Shareholders (see Exhibit 10.16)2.3
    
    Form of Second Amendment to Agreement and Plan of Merger, dated
as of September 14, 2006, between the Registrant, Equity
Broadcasting Corporation and Major EBC Shareholders (incorporated
by reference to Form 8-K filed on September 20, 2006)3.1
    
    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.*4.6
    
    Warrant Clarification Agreement, dated August 17, 2006, between
Continental Stock Transfer & Trust Company and the Registrant.***4.7
    
    Amended and Restated Warrant Clarification Agreement, dated
January 17, 2007, between Continental Stock Transfer & Trust
Company and the Registrant.****4.8
    
    Unit Purchase Option Clarification Agreement, dated January 17,
2007, among the Registrant, Morgan Joseph & Co., Inc.
EarlyBirdCapital, Inc., David Nussbaum, and Steven Levine****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.*10.15
    
    Form of Voting Agreement and Proxy by and between the Registrant
and certain shareholders of Equity Broadcasting Corporation**10.16
    
    First Amendment to Agreement and Plan of Merger, dated May 5,
2006, between the Registrant, Equity Broadcasting Corporation and
Major EBC Shareholders.***10.17
    
    Engagement Letter, dated March 3, 2006, between Morgan Joseph &
Co. Inc. and the Registrant.***10.18
    
    Agreement to File Schedules, dated November 29, 2006 by the
Registrant.*****10.19
    
    Management Services Agreement by and between the Registrant and
Royal Palm Capital Management, LLLP (incorporated by reference to
Amendment No. 4 for Form S-4 filed on March 15, 2007).21
    
    List of Subsidiaries (None)31.1
    
    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 the exhibits of the same number filed with the Registrants
Registration Statement on Form S-1 or amendments thereto (File No. 333-125105).**
    
    Incorporated by reference to Current Report on Form 8-K dated April 7, 2006 and filed on
April 13, 2006.***
    
    Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended June 30,
2006 and filed on August 18, 2006.****
    
    Incorporated by reference to Current Report on Form 8-K filed on January 23, 2007*****
    
    Incorporated by reference to Amendment No. 1 to Form S-4 filed on December 1, 2006******
    
    Incorporated by reference to Amendment No. 3 to Form S-4 filed on February 28, 2007 78




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SIGNATURES
  COCONUT PALM ACQUISITION CORP.By:
    
    /s/ RICHARD C. ROCHONRICHARD C. ROCHONChief Executive Officer and Chairman ofthe Board of DirectorsDate
    
    March 31, 2007
  Signature
    
    Title
    
    Date/s/ RICHARD C. ROCHON
    
    Chief Executive Officer and Chairman
    
    March 31, 2007Richard C. Rochon
    
    of the Board of Directors (PrincipalExecutive Officer)/s/ ROBERT C. FARENHEM
    
    Chief Financial Officer (Principal
    
  March 31, 2007Robert C. Farenhem
    
    Financial Officer and PrincipalAccounting Officer), Secretary andDirector/s/ STEPHEN J. RUZIKA
Stephen J. Ruzika
    
    Vice President and Director
    
    March 31, 2007/s/ JACK I. RUFF
Jack I. Ruff
    
    Vice President and Director
    
    March 31, 2007/s/ MARIO B. FERRARI
Mario B. Ferrari
    
    Vice President and Director
    
    March 31, 2007
 79




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Exhibit Index
 31.1
    
    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.