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UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-QSB
 (MARK ONE)
 þ
    
    QUARTERLY 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)
 Florida
    
    20-276341(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)
 595 South Federal Highway, Suite 600Boca Raton, Florida
    
    33432(Address of Principal Executive Offices)
    
    (Zip Code)
 Registrants telephone number, including area code (561) 955-7300
  o x
  x o
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COCONUT PALM ACQUISITION CORP.
 INDEX
 PagePart IFinancial InformationItem 1. Financial StatementsBalance Sheet as of September 30, 2005 (unaudited)
    
    
    3Statement of Operations (unaudited)  Three Months Ended September 30, 2005 and From April 29, 2005 (inception) to September 30, 2005
    
    
    4Statement of Changes in Stockholders Equity (unaudited)  From April 29, 2005 inception) to September 30, 2005
    
    
    5Statement of Cash Flows (unaudited)  Three Months Ended September 30, 2005 and From April 29, 2005 (inception) to September 30, 2005
    
    
    6Notes to Unaudited Financial Statements
    
    
    7  10Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3. Controls and Procedures
    
    
    11Part IIOther InformationItem 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    12Item 6. Exhibits
    
    
    12Signatures
    
    
    13CertificationsSection 302 CEO CertificationSection 302 CFO CertificationSection 906 CEO CertificationSection 906 CFO Certification
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PART IFINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 COCONUT PALM ACQUISITION CORP.
(a development stage company)
 BALANCE SHEET (UNAUDITED)
 September 30, 2005(unaudited)ASSETSCurrent assets:Cash
    
    $
    1,220,329Cash held in Trust Fund
    
    
    62,695,262Pre-paid expenses
    
    
    33,902Other current assets
    
    
    100Total assets
    
    $
    63,949,593LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    174,941Accrued expenses
    
    
    1,500Deferred interest
    
    
    15,045Note payable to affiliate
    
    
    75,000Income tax payable
    
    
    3,037Total current liabilities
    
    
    269,523COMMITMENTS AND CONTINGENCIES
    
    
    Common stock subject to possible conversion
    
    
    12,517,738STOCKHOLDERS 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
    
    
    51,114,006Retained earnings during the development stage
    
    
    46,926Total stockholders equity
    
    
    51,162,332Total liabilities and stockholders equity
    
    $
    63,949,593
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COCONUT PALM ACQUISITION CORP.
(a development stage company)
 STATEMENT OF OPERATIONS (UNAUDITED)
 Three Months Ended
    
    
    April 29, 2005 (inception)September 30, 2005
    
    
    to September 30, 2005(unaudited)
    
    
    (unaudited)Expenses:General and Administrative Expenses
    
    $
    10,178
    
    
    $
    10,254Operating loss for the period
    
    
    (10,178
    )
    
    
    (10,254
    )Other income:Interest income
    
    
    75,262
    
    
    
    75,262Net income before provision
for income taxes
    
    
    65,084
    
    
    
    65,008Provision for income taxes
    
    
    3,037
    
    
    
    3,037Net income for the period
    
    
    62,047
    
    
    
    61,971Adjustments:Accretion of Trust Fund relating
to common stock subject to
possible conversion
    
    
    (15,045
    )
    
    
    (15,045
    )Net income attributable to common stockholders
    
    
    47,002
    
    
    
    46,926Weighted average number of sharesoutstanding  basic and diluted
    
    
    5,472,477
    
    
    
    4,394,797Net income per share    basic and diluted
    
    $
    0.01
    
    
    $
    0.01
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COCONUT PALM ACQUISITION CORP.
(a development stage company)
 STATEMENT OF CHANGES IN COMMON STOCKHOLDERS DEFICIT
(UNAUDITED)
 Common Stock
    
    
    
    
    
    
    DeficitPaid-in Capital
    
    
    Accumulatedin
    
    
    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
    )Proceeds from issuance
of option
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    100Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,926
    
    
    
    46,926Balances, at September 30, 2005
    
    
    14,000,000
    
    
    $
    1,400.00
    
    
    $
    51,114,006
    
    
    $
    46,926
    
    
    $
    51,162,332
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COCONUT PALM ACQUISITION CORP.
(a development stage company)
 STATEMENT OF CASH FLOWS (UNAUDITED)
 April 29, 2005Three months ended
    
    
    (date of inception)September 30, 2005
    
    
    to September 30, 2005(unaudited)
    
    
    (unaudited)Cash flows from operating activities:Net income
    
    $
    47,002
    
    
    $
    46,926Increase (decrease) in cash attributable to change in:Pre-paid expenses
    
    
    (33,902
    )
    
    
    (33,902
    )Other current assets
    
    
    (100
    )
    
    
    (100
    )Accounts payable
    
    
    174,941
    
    
    
    174,941Accrued expenses
    
    
    (58,499
    )
    
    
    1,500Deferred interest
    
    
    15,045
    
    
    
    15,045Income Tax Payable
    
    
    3,037
    
    
    
    3,037Net cash provided by operating activities
    
    
    147,524
    
    
    
    207,447Cash flows from investing activities:Cash held in Trust Fund
    
    
    (62,695,262
    )
    
    
    (62,695,262
    )Net cash used in investing activities
    
    
    (62,695,262
    )
    
    
    (62,695,262
    )Cash flows from financing activities:Proceeds from note payable to stockholder
    
    
    
    
    
    
    75,000Proceeds from sale of common stock, net of offering costs
    
    
    63,767,837
    
    
    
    63,633,044Proceeds from issuance of option
    
    
    100
    
    
    
    100Net cash provided by financing activities
    
    
    63,767,937
    
    
    
    63,708,144Net increase in cash
    
    
    1,220,199
    
    
    
    1,220,329Cash    beginning of period
    
    
    130
    
    
    
    Cash    end of period
    
    $
    1,220,329
    
    
    $
    1,220,329
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COCONUT PALM ACQUISITION CORP.
 
 NOTES TO UNAUDTED FINANCIAL STATEMENTS
           7




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April 29, 2005Three months ended
    
    
    (inception)September 30, 2005
    
    
    to September 30, 2005(unaudited)
    
    
    (unaudited)Current tax provision:Federal
    
    $
    
    
    
    $
    State
    
    
    3,037
    
    
    
    3,037Total current tax provision
    
    $
    3,037
    
    
    $
    3,037Deferred income tax provision
(benefit):Federal
    
    $
    
    
    
    $
    State
    
    
    
    
    
    
    Total deferred tax provision
    
    $
    
    
    
    $
    Total provision for taxes
    
    $
    3,037
    
    
    $
    3,037
  September 30, 2005Net current deferred assets
    
    $
    962Net noncurrent deferred tax
assets
    
    
    4,153Subtotal
    
    
    5,115Valuation allowance
    
    
    (5,115
    )Net deferred tax asset
    
    $
    
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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  For the period from April 29, 2005 (inception date) through September 30, 2005
     Risk Factors That May Affect Future Results
  
 ITEM 3. CONTROLS AND PROCEDURES
   11




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PART IIOTHER INFORMATION
 
 ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
 ITEM 6. EXHIBITS
  31.1
    
    Certification of Chief Executive Officer Pursuant to Rule 15A-14(A)
or 15D-14(A) of the Securities Exchange Act of 1934, As Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 31.2
    
    Certification of Chief Financial Officer Pursuant to Rule 15A-14(A)
or 15D-14(A) of the Securities Exchange Act of 1934, As Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 32.1
    
    Certification of Chief Executive Officer Pursuant to Rule 13a-14(b)
or Rule 15d-14(b) and 18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 32.2
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)
or Rule 15d-14(b) and 18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
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SIGNATURES
  COCONUT PALM ACQUISITION CORP.Date: November 14, 2005
    By:
    /s/ Richard C. RochonChairman of the Board and Chief Executive Officer(principal executive officer)Date: November 14, 2005
    By:
    /s/ Robert C. FarenhemVice President and Secretary(principal financial and accounting officer) 13




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31.1
    
    Certification of Chief Executive Officer Pursuant to Rule 15A-14(A)
or 15D-14(A) of the Securities Exchange Act of 1934, As Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 31.2
    
    Certification of Chief Financial Officer Pursuant to Rule 15A-14(A)
or 15D-14(A) of the Securities Exchange Act of 1934, As Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 32.1
    
    Certification of Chief Executive Officer Pursuant to Rule 13a-14(b)
or Rule 15d-14(b) and 18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 32.2
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)
or Rule 15d-14(b) and 18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 14