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SECURITIESAND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB

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|--------|-------------------------------------------------------------------------------------|
|   | Annual Report Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934 |

For the fiscal yearended: December  31,  2005

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|--------|-----------------------------------------------------------------------------------------|
|   | Transition Report Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 |

For thetransitionperiodfrom                    to                    .

Commission File Number 001-32549

Courtside Acquisition Corp.

(Name of Small Business Issuer in ItsCharter)

|                                         |  |                                                    |  |  |  |  |
|-----------------------------------------|--|----------------------------------------------------|--|--|--|--|
| Delaware                                |  | 20-2521288                                         |
| (Stateof Incorporation)                 |  | (Small BusinessIssuer I.R.S. Employer I.D. Number) |
| 1700 Broadway 17th Floor, New York,NY   |  | 10019                                              |
| (Address of principal executiveoffices) |  | (Zip code)                                         |
|                                         |

212-641-5000

(Issuer’s Telephone Number,Including Area Code)

Securities registered pursuant toSection 12(b) of the Act:

|                                                                                          |  |                                          |  |  |  |  |
|------------------------------------------------------------------------------------------|--|------------------------------------------|--|--|--|--|
| Title of Each Class                                                                      |  | Name ofEach Exchange on Which Registered |
| Unitsconsisting of one share of Common Stock, parvalue $.0001 pershare, and two Warrants |  | AmericanStock Exchange                   |
| Common Stock, $.0001 par value pershare                                                  |  | American Stock Exchange                  |
| Warrants topurchase shares of Common Stock                                               |  | American StockExchange                   |
|                                                                                          |

Securities registered pursuant toSection 12(g) of the Act:

None

Check whether the issuer is not required to file reportspursuant to Section 13 or 15(d) of the Exchange Act. 

Check whether the Issuer (1) has filed all reports requiredto be filed by Section 13 or 15(d) of the Exchange Act during the past12 months (or for such shorter period that the registrant was requiredto file such reports), and (2) has been subject to such filingrequirement for the past 90 days.

Yes      No 

Check if there is no disclosure ofdelinquent filers in response to Item 405 of Regulation S-B containedin this form, and no disclosure will be contained, to the best of theregistrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-KSB orany amendment to this Form 10-KSB. 

Issuer’s revenues for the fiscal year endedDecember  31,  2005 were $0.

Indicate bycheck mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act) Yes       No

As of March  24,  2006, theaggregate market value of the common stock held by non-affiliates ofthe Registrant was approximately $77,280,000.

As ofMarch  28,  2006, there were 16,800,000 shares of CommonStock, $.0001 par value per share, outstanding.

Transitional Small Business Disclosure Format (check one):Yes       No 

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PART I

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| ITEM 1.  | DESCRIPTION OF BUSINESS |

Courtside Acquisition Corp. is a blank check company formedon March  18,  2005 to effect a merger, capital stockexchange, asset acquisition or other similar business combination withan operating business. Our efforts in identifying a prospective targetbusiness will not be limited to a particular industry although weinitially intend to focus on the entertainment, media andcommunications industries.

On July  7,  2005,we closed our initial public offering of 12,000,000 units, and onJuly  11,  2005, we closed on an additional 1,800,000 unitssubject to the over-allotment option. Each unit consisted of one shareof our common stock and two warrants, each to purchase one share of ourcommon stock at an exercise price of $5.00 per share. The units weresold at an offering price of $6.00 per unit, generating gross proceedsof $82,800,000. After deducting the underwriting discounts andcommissions and the offering expenses, the total net proceeds to usfrom the offering were approximately $75,691,000, of which $73,764,000was deposited into a trust fund and the remaining proceeds ($1,927,000)became available to be used to repay certain loans made by our chairmanin connection with our initial public offering, provide for business,legal and accounting due diligence on prospective businesscombinations, taxes and continuing general and administrative expenses.Through December  31,  2005, we have used $359,434 of thenet proceeds that were not deposited into the trust fund plus interestearned thereon for those purposes. The net proceeds deposited into thetrust fund remain on deposit in the trust fund earning dividends. As ofDecember  31,  2005, there was $74,618,620 held in thetrust fund.

We are not presently engaged in, and we willnot engage in, any substantive commercial business until we consummatea business combination. We intend to utilize our cash, including thefunds held in the trust fund, capital stock, debt or a combination ofthe foregoing in effecting a business combination. A businesscombination may involve the acquisition of, or merger with, a companywhich does not need substantial additional capital but which desires toestablish a public trading market for its shares, while avoiding whatit may deem to be adverse consequences of undertaking a public offeringitself. These include time delays, significant expense, loss of votingcontrol and compliance with various Federal and state securities laws.In the alternative, we may seek to consummate a business combinationwith a company that may be financially unstable or in its early stagesof development or growth.

Industry focus

Ourefforts in identifying a prospective target business will not belimited to a particular industry, although we initially intend to focuson the entertainment, media and communications industries. Theentertainment, media and communications industries encompass thosecompanies which create, produce, deliver, distribute and/or marketentertainment and information products and include among others:

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|--|--------------|-----------------------|
|  | •  | broadcast television; |

|  |              |                                                                                                 |
|--|--------------|-------------------------------------------------------------------------------------------------|
|  | •  | cable, satellite and digitalterrestrial television systems, programming, services and networks; |

|  |              |                       |
|--|--------------|-----------------------|
|  | •  | filmed entertainment; |

|  |              |                          |
|--|--------------|--------------------------|
|  | •  | motion picture theatres; |

|  |              |                                                     |
|--|--------------|-----------------------------------------------------|
|  | •  | newspaper, book, magazine, andspecialty publishing; |

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|--|--------------|--------------------------------------------------------|
|  | •  | direct marketing, advertisingand promotional services; |

|  |              |                      |
|--|--------------|----------------------|
|  | •  | outdoor advertising; |

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|--|--------------|-------------------------------|
|  | •  | advertising baseddirectories; |

|  |              |                    |
|--|--------------|--------------------|
|  | •  | radiobroadcasting; |

|  |              |                                     |
|--|--------------|-------------------------------------|
|  | •  | recordedmusic and music publishing; |

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|  |              |                        |
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|  | •  | themepark attractions; |

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|--|--------------|-------------|
|  | •  | videogames; |

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|--|--------------|-----------------------------------------------------|
|  | •  | live entertainmentand/or live entertainment venues; |

|  |              |                                   |
|--|--------------|-----------------------------------|
|  | •  | Internet content anddistribution; |

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|--|--------------|----------------------------|
|  | •  | Interactivemultimedia; and |

|  |              |                                                           |
|--|--------------|-----------------------------------------------------------|
|  | •  | voice,video and data transmission platforms and services. |

Selectionof a target business and structuring of a business combination

We anticipate that target business candidates will be broughtto our attention from various unaffiliated sources, includinginvestment bankers, venture capital funds, private equity funds,leveraged buyout funds, management buyout funds and other members ofthe financial community, who may present solicited or unsolicitedproposals. Our officers, directors and special advisor, as well astheir affiliates may also bring to our attention target businesscandidates. We have, and may again in the future, engage professionalfirms that specialize in business acquisitions to assist us in oursearch for a target business. If we do, we may be required to pay suchfirm a finder’s fee or other compensation. In no event, however,will we pay any of our initial officers, directors or stockholders(collectively, our ‘‘Founders’’) or any entitywith which they are affiliated any finder’s fee or othercompensation for services rendered to us prior to or in connection withthe consummation of a business combination.

Except forthe fact that our initial efforts have been focused on the media andentertainment industry, our management has virtually unrestrictedflexibility in identifying and selecting a prospective target business.In evaluating a prospective target business, our management considers,among other factors, the following:

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|  | •  | financial condition and resultsof operation; |

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|--|--------------|------------------|
|  | •  | growthpotential; |

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|  | •  | experience andskill of management and availability of additional personnel; |

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|  | •  | capital requirements; |

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|  | •  | competitive position; |

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|  | •  | stage of development of theproducts, processes or services; |

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|  | •  | degree of current or potentialmarket acceptance of the products, processes or services; |

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|  | •  | proprietary features and degreeof intellectual property or other protection of the products, processesor services; |

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|--|--------------|--------------------------------------------|
|  | •  | regulatoryenvironment of the industry; and |

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|  | •  | costs associated with effectingthe business combination. |

These criteria are not intendedto be exhaustive. Any evaluation relating to the merits of a particularbusiness combination will be based, to the extent relevant, on theabove factors as well as other considerations deemed relevant by ourmanagement in effecting a business combination consistent with ourbusiness objective. In evaluating a prospective target business, weconduct extensive due diligence reviews which encompass, among otherthings, meetings with incumbent management and inspection offacilities, as well as review of financial and other information whichwill be made available to us.

Fair Market Value of TargetBusiness

The initial target business that we acquiremust have a fair market value equal to at least 80% of our netassets at the time of such acquisition. The fair market value of suchbusiness will be determined by our board of directors based uponstandards generally accepted by the financial community, such as

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actual and potential sales, earnings and cashflow and book value. If our board is not able to independentlydetermine that the target business has a sufficient fair market value,we will obtain an opinion from an unaffiliated, independent investmentbanking firm with respect to the satisfaction of such criteria. We willnot be required to obtain an opinion from an investment banking firm asto the fair market value if our board of directors independentlydetermines that the target business has sufficient fair marketvalue.

Opportunity for stockholder approval of businesscombination

Prior to the completion of a businesscombination, we will submit the transaction to our stockholders forapproval, even if the nature of the acquisition is such as would notordinarily require stockholder approval under applicable state law. Inconnection with seeking stockholder approval of a business combination,we will furnish our stockholders with proxy solicitation materialsprepared in accordance with the Securities Exchange Act of 1934, which,among other matters, will include a description of the operations ofthe target business and audited historical financial statements of thebusiness.

In connection with the vote required for anybusiness combination, our Founders have agreed to vote their respectiveshares of common stock owned by them immediately prior to our initialpublic offering (‘‘Founder Shares’’) inaccordance with the vote of the majority of the shares of our commonstock sold in such offering (‘‘IPO Shares’’).This voting arrangement shall not apply to any shares included in unitspurchased by our Founders in our initial public offering or purchasedby them after such offering in the open market. We will proceed withthe business combination only if a majority of the IPO Shares cast atthe meeting to approve the business combination are voted for theapproval of such business combination and stockholders holding lessthan 20% of the IPO Shares exercise their conversion rights.

Conversion rights

At the time we seek stockholderapproval of any business combination, we will offer the holders of IPOShares the right to have such shares converted to cash if thestockholder votes against the business combination and the businesscombination is approved and completed. The actual per-share conversionprice will be equal to the amount in the trust fund, inclusive of anyinterest, as of two business days prior to the consummation of thebusiness combination, divided by the total number of IPO Shares. As ofDecember  31,  2005, the per-share conversion price wouldhave been $5.41. An eligible stockholder may request conversion at anytime after the mailing to our stockholders of the proxy statement andprior to the vote taken with respect to a proposed business combinationat a meeting held for that purpose, but the request will not be grantedunless the stockholder votes against the business combination and thebusiness combination is approved and completed. Any request forconversion, once made, may be withdrawn at any time up to the date ofthe meeting. It is anticipated that the funds to be distributed tostockholders entitled to convert their shares who elect conversion willbe distributed promptly after completion of a business combination. Wewill not complete any business combination if stockholders owning20% or more of the IPO Shares exercise their conversion rights.Holders of IPO Shares who convert their stock into their share of thetrust fund still have the right to exercise any warrants they continueto hold that they purchased as part of the units.

Liquidationif no business combination

If we do not complete abusiness combination by January  7,  2007, or byJuly  7,  2007 if the extension criteria described belowhave been satisfied, we will be dissolved and will distribute to allholders of IPO Shares, in proportion to the number of IPO Shares heldby them, an aggregate sum equal to the amount in the trust fund,inclusive of any interest, plus any remaining net assets. The Foundershave waived their rights to participate in any liquidation distributionwith respect to their Founder Shares. There will be no distributionfrom the trust fund with respect to our warrants.

If weenter into either a letter of intent, an agreement in principle or adefinitive agreement to complete a business combination prior toJanuary  7,  2007 but are unable to complete the businesscombination prior to this date, then we will have an additional sixmonths in which to complete the 

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business combination contemplated by theletter of intent, agreement in principle or definitive agreement. If weare unable to do so by July  7,  2007 we will thenliquidate. Upon notice from us, the trustee of the trust fund willcommence liquidating the investments constituting the trust fund andwill turn over the proceeds to our transfer agent for distribution toour stockholders. We anticipate that our instruction to the trusteewould be given promptly after the expiration of the applicable timeperiods.

If we were to expend all of the net proceeds ofour initial public offering, other than the proceeds deposited in thetrust fund, the per-share liquidation price as of December31,  2005 would have been $5.41. However, the proceeds depositedin the trust fund could become subject to the claims of our creditorswhich could be prior to the claims of our public stockholders. Each ofRichard D. Goldstein and Bruce M.  Greenwald, our chairman andpresident, respectively, has agreed that, if we liquidate prior to theconsummation of a business combination, he will be personally liable topay debts and obligations to target businesses or vendors or otherentities that are owed money by us for services rendered or contractedfor or products sold to us to the extent they have claims against thefunds in our trust account.

Competition

Inidentifying, evaluating and selecting a target business, we expect toencounter intense competition from other entities having a businessobjective similar to ours. There are numerous blank check companiesthat have completed initial public offerings that are seeking to carryout a business plan similar to our business plan. Additionally, we maybe subject to competition from other companies looking to expand theiroperations through the acquisition of a target business. Many of theseentities are well established and have extensive experience identifyingand effecting business combinations directly or through affiliates.Many of these competitors possess greater technical, human and otherresources than us and our financial resources will be relativelylimited when contrasted with those of many of these competitors. Whilewe believe there are numerous potential target businesses that we couldacquire, our ability to compete in acquiring certain sizable targetbusinesses will be limited by our available financial resources. Thisinherent competitive limitation gives others an advantage in pursuingthe acquisition of a target business. Further:

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|  | •  | our obligation to seekstockholder approval of a business combination may delay the completionof a transaction; |

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|  | •  | ourobligation to convert into cash shares of common stock held by ourpublic stockholders in certain instances may reduce the resourcesavailable to us for a business combination; and |

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|  | •  | our outstanding warrants andoptions, and the future dilution they potentially represent, may not beviewed favorably by certain target businesses. |

Any ofthese factors may place us at a competitive disadvantage insuccessfully negotiating a business combination. Our managementbelieves, however, that our status as a public entity and potentialaccess to the United States public equity markets may give us acompetitive advantage over privately-held entities having a similarbusiness objective as us in acquiring a target business withsignificant growth potential on favorable terms.

If wesucceed in effecting a business combination there will be, in alllikelihood, intense competition from competitors of the targetbusiness. Numerous companies, most of which have substantially greaterfinancial resources available to them than we do, are already engagedin the industry segments we intend to focus on. We cannot assure youthat, subsequent to a business combination, we will have the resourcesor ability to compete effectively.

Employees

Wehave four executive officers, two of whom are members of our board ofdirectors. These individuals are not obligated to contribute anyspecific number of hours to our matters and intend to devote only asmuch time as they deem necessary to our affairs. The amount of timethey devote in any time period will vary based on the availability ofsuitable target businesses to investigate. We do not intend to have anyfull time employees prior to the consummation of a businesscombination.

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Risks associated with our business

In addition to other information included in this report, thefollowing factors should be considered in evaluating our business andfuture prospects.

We are a development stage company withno history of business operations and very limited resources.

We are a recently incorporated development stage company withno results of operating a business to date. Since we do not have ahistory of operating a business, you will have no basis upon which toevaluate our ability to achieve our business objective, which is toacquire an operating business. We will not generate any revenues otherthen interest and dividends until, at the earliest, after theconsummation of a business combination.

If thirdparties bring claims against us, the proceeds held in trust could bereduced and the per-share liquidation price received by stockholderswill be less than $5.41 per share.

Our placing offunds in trust may not protect those funds from third party claimsagainst us. The proceeds held in trust could be subject to claims whichcould take priority over the claims of our public stockholders. Wecannot assure you that the per-share liquidation price will not be lessthan the $5.41 per share held in trust as of December  31,2005 due to claims of creditors. If we liquidate before the completionof a business combination, Richard D. Goldstein and Bruce M.Greenwald, our chairman and president, respectively, will be personallyliable under certain circumstances to ensure that the proceeds in thetrust fund are not reduced by the claims of target businesses orvendors or other entities that are owed money by us for servicesrendered or contracted for or products sold to us. However, we cannotassure you that Messrs. Goldstein and Greenwald will be able to satisfythose obligations. Furthermore, even after our liquidation (includingthe distribution of the monies then held in the trust fund), under theDelaware General Corporation Law, stockholders may be held liable forclaims by third parties against a corporation to the extent ofdistributions received by them in a dissolution. Accordingly, we cannotassure you that third parties will not seek to recover from ourstockholders amounts owed to them by us.

Since wehave not currently selected any target business with which to completea business combination, we are unable to currently ascertain the meritsor risks of the business’ operations.

Sincewe have not yet identified a prospective target business there is nobasis for investors to evaluate the possible merits or risks of theoperations of the target business. To the extent we complete a businesscombination with a financially unstable company or an entity in itsdevelopment stage, we may be affected by numerous risks inherent in thebusiness operations of those entities. Although our management willendeavor to evaluate the risks inherent in a particular targetbusiness, we cannot assure you that we will properly ascertain orassess all of the significant risk factors. We also cannot assure youthat an investment in our securities will not ultimately prove to beless favorable than a direct investment, if an opportunity wereavailable, in a target business.

Because there arenumerous companies with a business plan similar to ours seeking toeffectuate a business combination, it may be more difficult for us todo so.

There are numerous similarly structured blankcheck companies that have completed initial public offerings in theUnited States with business plans similar to ours and there are anumber of additional offerings for blank check companies that are stillin the registration process but have not completed initial publicofferings. While some of those companies must complete a businesscombination in specific industries, a number of them may consummate abusiness combination in any industry they choose. Therefore, we may besubject to competition from these and other companies seeking toconsummate a business plan similar to ours. Because of thiscompetition, we cannot assure you that we will be able to effectuate abusiness combination within the required time periods.

We may issue shares of our common stock and preferredstock to complete a business combination, which would reduce the equityinterest of our stockholders and likely cause a change in control ofour ownership.

Our certificate of incorporationauthorizes the issuance of up to 50,000,000 shares of common stock, parvalue $.0001 per share, and 1,000,000 shares of preferred stock, parvalue $.0001 per share. We 

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currently have 3,800,000 authorized butunissued shares of our common stock available for issuance (afterappropriate reservation for the issuance of shares upon full exerciseof our outstanding warrants and options) and all of the 1,000,000shares of preferred stock available for issuance. Although we currentlyhave no commitments to issue our securities, we will, in alllikelihood, issue a substantial number of additional shares of ourcommon stock or preferred stock, or a combination of common andpreferred stock, to complete a business combination. The issuance ofadditional shares of our common stock or any number of shares of ourpreferred stock:

|  |              |                                                              |
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|  | •  | maysignificantly reduce the equity interest of stockholders; |

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|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | may subordinate the rights ofholders of common stock if preferred stock is issued with rights seniorto those afforded to our common stock; |

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|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | will likely cause a change incontrol if a substantial number of our shares of common stock areissued, which may affect, among other things, our ability to use ournet operating loss carry forwards, if any, and most likely also resultin the resignation or removal of our present officers and directors;and |

|  |              |                                                                    |
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|  | •  | may adversely affectprevailing market prices for our common stock. |

Similarly,if we issue debt securities, it could result in:

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|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | default and foreclosure on ourassets if our operating revenues after a business combination wereinsufficient to pay our debt obligations; |

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|--|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | acceleration of our obligationsto repay the indebtedness even if we have made all principal andinterest payments when due if the debt security contains covenants thatrequire the maintenance of certain financial ratios or reserves and anysuch covenant is breached without a waiver or renegotiation of thatcovenant; |

|  |              |                                                                                                                   |
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|  | •  | our immediatepayment of all principal and accrued interest, if any, if the debtsecurity is payable on demand; and |

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|  | •  | our inability to obtainadditional financing, if necessary, if the debt security containscovenants restricting our ability to obtain additional financing whilesuch security is outstanding. |

Our ability to effectsuccessfully a business combination and to be successful afterwardswill be dependent upon the efforts of our key personnel, some of whommay join us following a business combination.

Ourability to effect successfully a business combination will be totallydependent upon the efforts of our key personnel. The future role of ourkey personnel in the target business, however, cannot presently beascertained. Although it is possible that some of our key personnelwill remain associated in various capacities with the target businessfollowing a business combination, it is likely that the management ofthe target business at the time of the business combination will remainin place. Moreover, our key personnel will be able to remain with thecompany after the consummation of a business combination only if theyare able to negotiate employment or consulting agreements in connectionwith the business combination, the terms of which, including thecompensation to be paid to such individuals, would be determined atsuch time between the respective parties. However, the ability of ourkey personnel to remain with the company after the consummation of abusiness combination will not be the determining factor in our decisionas to whether or not we will proceed with any potential businesscombination. While we intend to closely scrutinize the management of aprospective target business in connection with evaluating thedesirability of effecting a business combination, we cannot assure youthat our assessment of management will prove to be correct. Theseindividuals may be unfamiliar with the requirements of operating apublic company which could cause us to have to expend time andresources helping them become familiar with such requirements. Thiscould be expensive and time-consuming and could lead to variousregulatory issues which may adversely affect ouroperations.

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Our officers and directors mayallocate their time to other businesses thereby causing conflicts ofinterest in their determination as to how much time to devote to ouraffairs. This could have a negative impact on our ability to consummatea business combination.

Our officers and directorsare not required to commit their full time to our affairs, which mayresult in a conflict of interest in allocating their time between ouroperations and other businesses. We do not intend to have any full timeemployees prior to the consummation of a business combination. All ofour executive officers are engaged in several other business endeavorsand are not obligated to contribute any specific number of hours to ouraffairs. If our executive officers’ other business affairsrequire them to devote more substantial amounts of time to suchaffairs, it could limit their ability to devote time to our affairs andcould have a negative impact on our ability to consummate a businesscombination.

Some of our officers and directors mayin the future become affiliated with entities engaged in businessactivities similar to those intended to be conducted by us and,accordingly, may have conflicts of interest in determining which entitya particular business opportunity should be presented to.

Some of our officers and directors may in the future becomeaffiliated with entities, including other ‘‘blankcheck’’ companies, engaged in business activities similarto those intended to be conducted by us. Additionally, our officers anddirectors may become aware of business opportunities which may beappropriate for presentation to us as well as the other entities withwhich they have fiduciary obligations to. Accordingly, they may haveconflicts of interest in determining to which entity a particularbusiness opportunity should be presented. We cannot assure you thatthese conflicts will be resolved in our favor.

All ofour executive officers and directors own shares of our common stockwhich will not participate in liquidation distributions and thereforethey may have a conflict of interest in determining whether aparticular target business is appropriate for a businesscombination.

All of our officers and directors ownstock in our company, but have waived their right to receivedistributions upon our liquidation with respect to their FounderShares. Additionally, some of our officers and directors own warrantsto purchase additional shares of our common stock. The Founder Sharesand warrants owned by our directors and officers will be worthless ifwe do not consummate a business combination. The personal and financialinterests of our directors and officers may influence their motivationin identifying and selecting a target business and completing abusiness combination timely. Consequently, our directors’ andofficers’ discretion in identifying and selecting a suitabletarget business may result in a conflict of interest when determiningwhether the terms, conditions and timing of a particular businesscombination are appropriate and in our stockholders’ bestinterest.

It is probable that we will only be able tocomplete one business combination, which will cause us to be solelydependent on a single business and a limited number of products orservices. 

As of December  31,  2005,we had $74,618,620 on deposit in a trust fund that we may use tocomplete a business combination. Our initial business combination mustbe with a business with a fair market value of at least 80% ofour net assets at the time of such acquisition. Consequently, it isprobable that we will consummate a business combination with a singleoperating business. Accordingly, the prospects for our success maybe:

|  |              |                                                               |
|--|--------------|---------------------------------------------------------------|
|  | •  | solely dependent uponthe performance of a single business, or |

|  |              |                                                                                                                     |
|--|--------------|---------------------------------------------------------------------------------------------------------------------|
|  | •  | dependent upon the developmentor market acceptance of a single or limited number of products,processes or services. |

In this case, we will not be ableto diversify our operations or benefit from the possible spreading ofrisks or offsetting of losses, unlike other entities which may have theresources to complete several business combinations in differentindustries or different areas of a single industry.

Becauseof our limited resources and structure, we may not be able toconsummate a business combination with growth potential.

We expect to encounter intense competition from otherentities having a business objective similar to ours, including venturecapital funds, leveraged buyout funds and operating businessescompeting for 

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acquisitions. Many of these entities are wellestablished and have extensive experience in identifying and effectingbusiness combinations directly or through affiliates. Many of thesecompetitors possess greater technical, human and other resources thanwe do and our financial resources will be relatively limited whencontrasted with those of many of these competitors. While we believethat there are numerous potential target businesses that we couldacquire, our ability to compete in acquiring certain sizable targetbusinesses will be limited by our available financial resources. Thisinherent competitive limitation gives others an advantage in pursuingthe acquisition of certain target businesses. Further, the obligationwe have to seek stockholder approval of a business combination maydelay the consummation of a transaction, and our obligation to convertinto cash the shares of common stock held by public stockholders incertain instances may reduce the resources available for a businesscombination. Additionally, our outstanding warrants and options, andthe future dilution they potentially represent, may not be viewedfavorably by certain target businesses. Any of these obligations mayplace us at a competitive disadvantage in successfully negotiating abusiness combination. Additionally, because of our structure, there maybe fewer attractive target businesses available to acquire or privatelyheld target businesses may not be inclined to enter into a transactionwith a publicly held blank check companies like us.

The ability of our stockholders to exercise theirconversion rights may not allow us to effectuate the most desirablebusiness combination or optimize our capital structure.

When we seek stockholder approval of any businesscombination, we will offer each public stockholder the right to havehis, her or its shares of common stock converted to cash if thestockholder votes against the business combination and the businesscombination is approved and completed. Accordingly, if our businesscombination requires us to use substantially all of our cash to pay thepurchase price, because we will not know how many stockholders mayexercise such conversion rights, we may either need to reserve part ofthe trust fund for possible payment upon such conversion, or we mayneed to arrange third party financing to help fund our businesscombination in case a larger percentage of stockholders exercise theirconversion rights than we expected. Therefore, we may not be able toconsummate a business combination that requires us to use all of thefunds held in the trust account as part of the purchase price, or wemay end up having a leverage ratio that is not optimal for our businesscombination. This may limit our ability to effectuate the mostattractive business combination available to us.

Wemay be unable to obtain additional financing, if required, to completea business combination or to fund the operations and growth of thetarget business, which could compel us to restructure the transactionor abandon a particular business combination.

Although we believe our current assets will be sufficient toallow us to consummate a business combination, in as much as we havenot yet identified any prospective target business, we cannot ascertainthe capital requirements for any particular transaction. If we requirefurther funds, either because of the size of the business combinationor the depletion of our available cash in search of a target business,or because we become obligated to convert into cash a significantnumber of shares from dissenting stockholders, we will be required toseek additional financing. We cannot assure you that such financingwould be available on acceptable terms, if at all. To the extent thatadditional financing proves to be unavailable when needed to consummatea particular business combination, we would be compelled to restructurethe transaction or abandon that particular business combination andseek an alternative target business candidate. In addition, if weconsummate a business combination, we may require additional financingto fund the operations or growth of the target business. The failure tosecure additional financing could have a material adverse effect on thecontinued development or growth of the target business. None of ourofficers, directors or stockholders is required to provide anyfinancing to us in connection with or after a business combination.

Our existing stockholders, including our officers anddirectors, control a substantial interest in us and thus may influencecertain actions requiring stockholder vote.

Ourboard of directors is divided into three classes, each of which willgenerally serve for a term of three years with only one class ofdirectors being elected in each year. It is unlikely that there will be

8

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an annual meeting of stockholders to elect newdirectors prior to the consummation of a business combination, in whichcase all of the current directors will continue in office at leastuntil the consummation of the business combination. If there is anannual meeting, as a consequence of our‘‘staggered’’ board of directors, only aminority of the board of directors will be considered for election andour existing stockholders, because of their ownership position, willhave considerable influence regarding the outcome. Accordingly, ourexisting stockholders will continue to exert control at least until theconsummation of a business combination.

Our outstandingwarrants may have an adverse effect on the market price of common stockand make it more difficult to effect a business combination.

We currently have outstanding warrants to purchase 27,600,000shares of common stock and an option to purchase 600,000 shares ofcommon stock and warrants to purchase an additional 1,200,000 shares ofcommon stock. To the extent we issue shares of common stock to effect abusiness combination, the potential for the issuance of substantialnumbers of additional shares upon exercise of these warrants andoptions could make us a less attractive acquisition vehicle in the eyesof a target business as such securities, when exercised, will increasethe number of issued and outstanding shares of our common stock andreduce the value of the shares issued to complete the businesscombination. Accordingly, our warrants and options may make it moredifficult to effectuate a business combination or increase the cost ofthe target business. Additionally, the sale, or even the possibility ofsale, of the shares underlying the warrants and options could have anadverse effect on the market price for our securities or on our abilityto obtain future public financing. If and to the extent these warrantsand options are exercised, you may experience dilution to yourholdings.

If we are unable to effect a business combinationand are forced to liquidate, our warrants will expireworthless.

If we do not complete a businesscombination by January  7,  2007, or by July7,  2007 if certain criteria have been satisfied, we will bedissolved and will distribute to all holders of IPO Shares, inproportion to the number of IPO Shares held by them, an aggregate sumequal to the amount in the trust fund, inclusive of any interest, plusany remaining net assets. In such event, there will be no distributionwith respect to our outstanding warrants. Accordingly, the warrantswill expire worthless.

If our Founders exercise theirregistration rights, it may have an adverse effect on the market priceour common stock and the existence of these rights may make it moredifficult to effect a business combination.

OurFounders are entitled to make a demand that we register the resale oftheir shares of common stock at any time commencing three months priorto the date on which their shares are released from escrow. If ourFounders exercise their registration rights with respect to all oftheir shares of common stock, then there will be an additional3,000,000 shares of common stock eligible for trading in the publicmarket. The presence of this additional number of shares of commonstock eligible for trading in the public market may have an adverseeffect on the market price of our common stock. In addition, theexistence of these rights may make it more difficult to effectuate abusiness combination or increase the cost of the target business, asthe stockholders of the target business may be discouraged fromentering into a business combination with us or will request a higherprice for their securities as a result of these registration rights andthe potential future effect their exercise may have on the tradingmarket for our common stock.

The American StockExchange may delist our securities from quotation on its exchange whichcould limit investors’ ability to make transactions in oursecurities and subject us to additional trading restrictions.

Our securities are listed on the American Stock Exchange. Wecannot assure you that our securities will continue to be listed on theAmerican Stock Exchange in the future prior to a business combination.Additionally, in connection with our business combination, it is likelythat the Exchange may require us to file a new initial listingapplication and meet its initial listing requirements as opposed to itsmore lenient continued listing requirements. We cannot assure you thatwe will be able to meet those initial listing requirements at thattime.

9

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If the American Stock Exchangedelists our securities from trading on its exchange, we could facesignificant material adverse consequences including:

|              |                                                                |
|--------------|----------------------------------------------------------------|
| •  | a limited availability of marketquotations for our securities; |

|              |                                                                                                                                                                                                                                                                                             |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | a determination that our commonstock is a ‘‘penny stock’’ which will requirebrokers trading in our common stock to adhere to more stringent rulesand possibly resulting in a reduced level of trading activity in thesecondary trading market for our common stock; |

|              |                                                                   |
|--------------|-------------------------------------------------------------------|
| •  | a limited amount of news andanalyst coverage for our company; and |

|              |                                                                                                 |
|--------------|-------------------------------------------------------------------------------------------------|
| •  | a decreased ability to issueadditional securities or obtain additional financing in the future. |

If we are deemed to be an investment company, we may berequired to institute burdensome compliance requirements and ouractivities may be restricted, which may make it difficult for us tocomplete a business combination.

If we are deemed tobe an investment company under the Investment Company Act of 1940, wemay be subject to certain restrictions that may make it more difficultfor us to complete a business combination, including:

|  |              |                                                   |
|--|--------------|---------------------------------------------------|
|  | •  | restrictions on the nature ofour investments; and |

|  |              |                                            |
|--|--------------|--------------------------------------------|
|  | •  | restrictions on the issuance ofsecurities. |

In addition, we may have imposed upon usburdensome requirements, including:

|  |              |                                       |
|--|--------------|---------------------------------------|
|  | •  | registration as an investmentcompany; |

|  |              |                                                        |
|--|--------------|--------------------------------------------------------|
|  | •  | adoption of aspecific form of corporate structure; and |

|  |              |                                                                                                     |
|--|--------------|-----------------------------------------------------------------------------------------------------|
|  | •  | reporting, record keeping,voting, proxy and disclosure requirements and other rules andregulations. |

We do not believe that our activities willsubject us to the Investment Company Act of 1940. To this end, theproceeds held in trust may only be invested by the trust agent in‘‘government securities’’ within the meaning ofSection 2(a)(16) of the Investment Company Act of 1940 with thematurity of 180 days or less, or in money market funds meeting certainconditions under Rule 2a-7 promulgated under the Investment Company Actof 1940. By restricting the investment of the proceeds to theseinstruments, we intend to meet the requirements for the exemptionprovided in Rule 3a-1 promulgated under the Investment Company Act of1940. If we were deemed to be subject to the act, compliance with theseadditional regulatory burdens would require additional expense that wehave not allotted for.

Risks associated with entertainment,media and communications industries

Our search for atarget business is not limited to any particular industry. However, wehave been and intend to continue to focus our search on targetbusinesses in the entertainment, media and communications industries.We believe the following risks would apply to us following thecompletion of a business combination with a target business in theentertainment, media and communications industries.

Changesin technology may reduce the demand for the products or services we mayoffer following a business combination.

Theentertainment, media and communications industries are substantiallyaffected by rapid and significant changes in technology. These changesmay reduce the demand for certain existing services and technologiesused in these industries or render them obsolete. We cannot assure youthat the technologies used by or relied upon or produced by a targetbusiness with which we effect a business combination will not besubject to such occurrence. While we may attempt to adapt and apply theservices provided by the target business to newer technologies, wecannot assure you that we will have sufficient resources to fund thesechanges or that these changes will ultimately prove successful.

10

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If, following a businesscombination, the products or services that we market or sell are notaccepted by the public, our profits may decline.

Certain segments of the entertainment, media andcommunications industries are dependent on developing and marketing newproducts and services that respond to technological and competitivedevelopments and changing customer needs and tastes. We cannot assureyou that the products and services of a target business with which weeffect a business combination will gain market acceptance. Anysignificant delay or failure in developing new or enhanced technology,including new product and service offerings, could result in a loss ofactual or potential market share and a decrease in revenues.

If we are unable to protect our patents, trademarks,copyrights and other intellectual property rights following a businesscombination, competitors may be able to use our technology orintellectual property rights, which could weaken our competitiveposition.

If we are successful in acquiring a targetbusiness and the target business is the owner of patents, trademarks,copyrights and other intellectual property, our success will depend inpart on our ability to obtain and enforce intellectual property rightsfor those assets, both in the United States and in other countries. Inthose circumstances, we may file applications for patents, copyrightsand trademarks as our management deems appropriate. We cannot assureyou that these applications, if filed, will be approved, or that wewill have the financial and other resources necessary to enforce ourproprietary rights against infringement by others. Additionally, wecannot assure you that any patent, trademark or copyright obtained byus will not be challenged, invalidated or circumvented.

Ifwe are alleged to have infringed on the intellectual property of otherrights of third parties, it could subject us to significant liabilityfor damages and invalidation of our proprietary rights.

If, following a business combination, third parties allegethat we have infringed on their intellectual property rights, privacyrights or publicity rights or have defamed them, we could become aparty to litigation. These claims and any resulting lawsuits couldsubject us to significant liability for damages and invalidation or ourproprietary rights and/or restrict our ability to publish anddistribute the infringing or defaming content.

We may notbe able to comply with government regulations that may be adopted withrespect to the entertainment, media and communicationsindustry.

Certain segments of the entertainment,media and communications industries, including broadcast networks,cable networks and radio stations, have historically been subject tosubstantial regulations. We cannot assure you that regulationscurrently in effect or adopted in the future will not cause our profitsto decline or cause us to modify or cease operations as are then beingconducted.

11

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|              |                         |
|--------------|-------------------------|
| ITEM2.  | DESCRIPTION OF PROPERTY |

Wemaintain our executive offices at 1700 Broadway, 17th Floor,New York , New York 10019 pursuant to an agreement with Alpine Capital,an affiliate of Richard D. Goldstein, our chairman, Bruce M.Greenwald, our president, Oded Aboodi, our special advisor, and GreggMayer, our vice  pesident, secretary and controller. We pay AlpineCapital a monthly fee of $7,500 which is for general and administrativeservices including office space, utilities and secretarial support. Webelieve, based on rents and fees for similar services in the New Yorkmetropolitan area, that the fee charged by Alpine Capital is at leastas favorable as we could have obtained from an unaffiliated person. Weconsider our current office space adequate for our currentoperations.

|               |                   |
|---------------|-------------------|
| ITEM 3.  | LEGAL PROCEEDINGS |

None.

|               |                                                    |
|---------------|----------------------------------------------------|
| ITEM 4.  | SUBMISSION OFMATTERS TO A VOTE OF SECURITY HOLDERS |

None.

PARTII

|               |                                                         |
|---------------|---------------------------------------------------------|
| ITEM 5.  | MARKET FOR COMMON EQUITY ANDRELATED STOCKHOLDER MATTERS |

Market Information

Our units, common stock and warrants are listed on theAmerican Stock Exchange under the symbols CRB.U, CRB and CRB.WS,respectively. The following table sets forth the range of high and lowsales prices for the units, common stock and warrants for the periodsindicated since the units commenced public trading on July1,  2005 and since the common stock and warrants commenced publictrading on August  2,  2005.

|               |  |        |         |             |  |          |         |        |  |        |         |        |  |        |         |        |  |        |         |        |  |        |         |        |  |  |
|---------------|--|--------|---------|-------------|--|----------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|          |  | Units  |         | CommonStock |  | Warrants |
|          |  | High   |         | Low         |  | High     |         | Low    |  | High   |         | Low    |
| 2006          |  |   |    |        |  |     |    |   |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |
| FirstQuarter* |  |   | 6.75    |        |  |     | 6.00    |   |  |   | 5.60    |   |  |   | 5.18    |   |  |   | .70     |   |  |   | .43     |   |
| 2005          |  |   |    |        |  |     |    |   |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |
| FourthQuarter |  |   | 6.35    |        |  |     | 5.70    |   |  |   | 5.30    |   |  |   | 5.11    |   |  |   | .59     |   |  |   | .36     |   |
| Third Quarter |  |   | 6.25    |        |  |     | 5.90    |   |  |   | 5.25    |   |  |   | 5.00    |   |  |   | .56     |   |  |   | .40     |   |
| SecondQuarter |  |   | — |        |  |     | — |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |
| First Quarter |  |   | — |        |  |     | — |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |
|               |

|  |
|--|
|  |  |
|  |

|   |                         |
|---|-------------------------|
| * | ThroughMarch  24,  2006 |

As of March28,  2006, there were one holders of record of our units, elevenholders of record of our common stock and one holder of record of ourwarrants.

Dividends

We have not paid any cashdividends on our common stock to date and do not intend to pay cashdividends prior to the completion of a business combination. Thepayment of cash dividends in the future will be contingent upon ourrevenues and earnings, if any, capital requirements and generalfinancial condition subsequent to completion of a business combination.The payment of any dividends subsequent to a business combination willbe within the discretion of our then board of directors. It is thepresent intention of our board of directors to retain all earnings, ifany, for use in our business operations and, accordingly, our boarddoes not anticipate declaring any dividends in the foreseeablefuture.

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Recent Sales of Unregistered Securitiesand Use of Proceeds

In March  2005, we sold thefollowing shares of common stock without registration under theSecurities Act of 1933, as amended:

|                      |  |                  |         |                   |  |                                                  |  |  |  |  |
|----------------------|--|------------------|---------|-------------------|--|--------------------------------------------------|--|--|--|--|
| Name                 |  | Number of Shares |         | Relationship toUs |
| Richard D. Goldstein |  |             | 990,000 |              |  | Chairman of theBoard and Chief Executive Officer |
| Bruce M.Greenwald    |  |             | 756,000 |              |  | President and Director                           |
| HMA 1999 Trust       |  |             | 220,000 |              |  | Stockholder                                      |
| DKA 1999 Trust       |  |             | 220,000 |              |  | Stockholder                                      |
| ASH 1999Trust        |  |             | 220,000 |              |  | Stockholder                                      |
| JARPartners L.P.     |  |             | 210,000 |              |  | Stockholder                                      |
| Dennis H. Leibowitz  |  |             | 150,000 |              |  | Director                                         |
| BMG 2004 Trust       |  |             | 84,000  |              |  | Stockholder                                      |
| Carl D. Harnick      |  |             | 75,000  |              |  | Chief Financial Officer                          |
| PeterR. Haje         |  |             | 75,000  |              |  | Director                                         |
|                      |

Such shares were issued inconnection with our organization pursuant to the exemption fromregistration contained in Section 4(2) of the Securities Act as theywere sold to sophisticated, wealthy individuals or entities. The sharesissued to the individuals and entities above were sold at a purchaseprice of approximately $0.0083 per share. Effective April1,  2005, Mr.  Goldstein transferred 150,000  shares ofcommon stock to Gregg H. Mayer, our vice president, controller andsecretary. Effective April  5,  2005, Messrs. Goldstein andGreenwald each transferred 30,000 shares of common stock to DarrenM.  Sardoff.  Effective  May  31,  2005,Messrs. Goldstein and Greenwald each transferred an additional 7,500shares of common stock to Mr.  Sardoff.

Initial PublicOffering

On July  7,  2005, we closed ourinitial public offering of 12,000,000 units, and on July11,  2005, we closed on an additional 1,800,000 units subject tothe over-allotment option. Each unit consisted of one share of ourcommon stock and two warrants, each to purchase one share of our commonstock at an exercise price of $5.00 per share. The units were sold atan offering price of $6.00 per unit, generating gross proceeds of$82,800,000. The managing underwriter in the offering wasEarlyBirdCapital, Inc. The securities sold in the offering wereregistered under the Securities Act of 1933 on a registration statementon Form S-1 (No. 333-124380). The Securities and Exchange Commissiondeclared the registration statement effective on June  30,2005.

We paid a total of $6,516,000 in underwritingdiscounts and commissions, including $720,000 for theunderwriters’ non-accountable expense allowance of 1 % ofthe gross proceeds, and approximately $593,000 for other costs andexpenses related to the offering. After deducting the underwritingdiscounts and commissions and the other offering expenses, the totalnet proceeds to us from the offering were approximately $75,691,000, ofwhich $73,764,000 was deposited into a trust fund and the remainingproceeds ($1,927,000) became available to be used to repay notespayable to our chairman, provide for business, legal and accounting duediligence on prospective business combinations, continuing general andadministrative expenses and taxes. The net proceeds deposited into thetrust fund remain on deposit in the trust fund and have earned $854,620in dividends through December  31,  2005.

|              |                                                                |
|--------------|----------------------------------------------------------------|
| ITEM6.  | MANAGEMENT’S DISCUSSION AND ANALYSIS ORPLAN OF OPERATION |

The following discussion should beread in conjunction with our Consolidated Financial Statements andfootnotes thereto contained in this report

Forward LookingStatements

The statements discussed in this Reportinclude forward looking statements that involve risks and uncertaintiesdetailed from time to time in our reports filed with the Securities andExchange Commission.

13

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Overview

We were formed onMarch  18,  2005, to serve as a vehicle to effect a merger,capital stock exchange, asset acquisition or other similar businesscombination with an operating business. We intend to utilize cashderived from the proceeds of our recently completed public offering ourcapital stock, debt or a combination of cash, capital stock and debt,in effecting a business combination.

Results of Operations

For the period from March  18,  2005 (inception)through December  31,  2005, we had net income of $411,112,attributable to interest and dividend income less formation andoperating expenses and state and local income and capital taxes. Ourinterest and dividend income of $710,673 and our deferred dividends of$170,839 for the period ended December  31,  2005 wereprincipally derived from money market funds which are exempt fromfederal income taxes. For the period ended December  31,2005, our expenses consisted of formation and operating costs of$128,836, state and local capital taxes of $46,125 and state and localincome taxes of $124,600.

We consummated our initialpublic offering on July  7,  2005. On July  11,2005, we consummated the closing of an additional 1,800,000 units thatwere subject to the over-allotment option. Gross proceeds from ourinitial public offering (including the over-allotment option) were$82,800,000. We paid a total of $6,516,000 in underwriting discountsand commissions, and approximately $593,000 was paid for costs andexpenses related to the offering. After deducting the underwritingdiscounts and commissions and the offering expenses, the total netproceeds to us from the offering were approximately $75,691,000, ofwhich $73,764,000 was deposited into the trust account (orapproximately $5.35 per share sold in the offering). As ofDecember  31,  2005, approximately $74,618,620 (orapproximately $5.41 per share sold in the offering) is being held inthe trust account. The remaining proceeds are available to be used byus to provide for business, legal and accounting due diligence onprospective acquisitions, tax payments and continuing general andadministrative expenses. We intend to use substantially all of the netproceeds of this offering to acquire a target business, includingidentifying and evaluating prospective acquisition candidates,selecting the target business, and structuring, negotiating andconsummating the business combination. To the extent that our capitalstock is used in whole or in part as consideration to effect a businesscombination, the proceeds held in the trust fund as well as any othernet proceeds not expended will be used to finance the operations of thetarget business. We believe we will have sufficient available fundsoutside of the trust fund to operate through July  7,  2005,assuming that a business combination is not consummated during thattime. From July  7,  2005 through July  7,  2007,we anticipate approximately $300,000 of expenses for legal, accountingand other expenses attendant to the due diligence investigations,structuring and negotiating of a business combination, $300,000 forexpenses for the due diligence and investigation of a target business,$180,000 for the administrative fee payable to Alpine Capital LLC($7,500 per month for two years), $80,000 of expenses in legal andaccounting fees relating to our SEC reporting obligations and$1,067,000 for general working capital that will be used for taxpayments, miscellaneous expenses and reserves, including approximately$100,000 (through January  1,  2007) for director and officerliability insurance premiums. We do not believe we will need to raiseadditional funds following this offering in order to meet theexpenditures required for operating our business. However, we may needto raise additional funds through a private offering of debt or equitysecurities if such funds are required to consummate a businesscombination that is presented to us. We would only consummate such afinancing simultaneously with the consummation of a businesscombination.

In connection with our initial publicoffering, we issued to the underwriters, for $100, an option topurchase up to a total of 600,000 units. The units issuable uponexercise of this purchase option are identical to the units we sold inour initial public offering except that the warrants included in theoption have an exercise price of $6.65. We estimated that the fairvalue of this option was approximately $1,224,000 ($2.04 per unitunderlying such option) using a Black-Scholes option-pricing model. Thefair value of the option granted to the underwriter was estimated as ofthe date of grant using the following assumptions: (1) expectedvolatility of 40.995%, (2) risk-free interest rate of3.72% and (3) expected life of 5 years.

14

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Commencing on June  30,2005 and ending upon the acquisition of a target business, we beganincurring a fee from Alpine Capital LLC, an affiliate of Richard D.Goldstein, our chairman of the board and the chief executive officer,Bruce M.  Greenwald, our president and a member of our board ofdirectors, Gregg H. Mayer, our vice president and controller, and OdedAboodi, our special advisor, of $7,500 per month for providing us withoffice space and certain general and administrative services. Inaddition, in April and May  2005, Richard D. Goldstein advanced anaggregate of $100,000 to us for payment on our behalf of offeringexpenses. These loans were repaid following our initial public offeringfrom the proceeds of the offering.

Off-Balance SheetArrangements

Options and warrants issued in conjunctionwith our initial public offering are equity linked derivatives andaccordingly represent off-balance sheet arrangements. The options andwarrants meet the scope exception in paragraph 11(a) of FinancialAccounting Standard (FAS) 133 and are accordingly not accounted for asderivatives for purposes of FAS 133, but instead are accounted for asequity. See Footnote 2 to the financial statements for moreinformation.

|               |                     |
|---------------|---------------------|
| ITEM 7.  | FINANCIALSTATEMENTS |

This information appears following Item 14 ofthis Report and is incorporated herein by reference.

|              |                                                                                      |
|--------------|--------------------------------------------------------------------------------------|
| ITEM8.  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE. |

None.

|               |                        |
|---------------|------------------------|
| ITEM8A.  | CONTROL AND PROCEDURES |

Disclosurecontrols and procedures are controls and other procedures that aredesigned to ensure that information required to be disclosed in companyreports filed or submitted under the Securities Exchange Act of 1934(the ‘‘Exchange Act’’) is recorded, processed,summarized and reported, within the time periods specified in theSecurities and Exchange Commission’s rules and forms. Disclosurecontrols and procedures include, without limitation, controls andprocedures designed to ensure that information required to be disclosedin company reports filed or submitted under the Exchange Act isaccumulated and communicated to management, including our chiefexecutive officer and treasurer, as appropriate to allow timelydecisions regarding required disclosure.

As required byRules 13a-15 and 15d-15 under the Exchange Act, our chiefexecutive officer and chief  financial officer carried out anevaluation of the effectiveness of the design and operation of ourdisclosure controls and procedures as of December  31,  2005.Based upon their evaluation, they concluded that our disclosurecontrols and procedures were effective.

Our internalcontrol over financial reporting is a process designed by, or under thesupervision of, our chief executive officer and chief financial officerand effected by our board of directors, management and other personnel,to provide reasonable assurance regarding the reliability of ourfinancial reporting and the preparation of our financial statements forexternal purposes in accordance with generally accepted accountingprinciples. Internal control over financial reporting includes policiesand procedures that pertain to the maintenance of records that inreasonable detail accurately and fairly reflect the transactions anddispositions of our assets; provide reasonable assurance thattransactions are recorded as necessary to permit preparation of ourfinancial statements in accordance with generally accepted accountingprinciples, and that our receipts and expenditures are being made onlyin accordance with the authorization of our board of directors andmanagement; and provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use or disposition of ourassets that could have a material effect on our financialstatements.

During the most recently completed fiscalquarter, there has been no significant change in our internal controlover financial reporting that has materially affected, or is reasonablylikely to materially affect, our internal control over financialreporting.

15

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|                |                  |
|----------------|------------------|
| ITEM 8B.  | OTHERINFORMATION |

None.

PART III

|               |                                                                                                                |
|---------------|----------------------------------------------------------------------------------------------------------------|
| ITEM 9.  | DIRECTORS, EXECUTIVE OFFICERS,PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THEEXCHANGE ACT. |

Directors and Executive Officers

Our current directors and executive officers are asfollows:

|                      |
|----------------------|
|                      |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Name                 |  | Age |  | Position |
| Richard D. Goldstein |  |   | 54 |   |  | Chairman of theBoard and Chief Executive Officer |  |   |   |   |
| Bruce M.Greenwald    |  |   | 59 |   |  | President and Director |  |   |   |   |
| Carl D. Harnick      |  |   | 71 |   |  | Vice President and ChiefFinancial Officer |  |   |   |   |
| Gregg H. Mayer       |  |   | 31 |   |  | Vice President, Controller and Secretary |  |   |   |   |
| DennisH. Leibowitz   |  |   | 63 |   |  | Director |  |   |   |   |
| Peter R.Haje         |  |   | 70 |   |  | Director |  |   |   |   |
| Darren M.Sardoff     |  |   | 39 |   |  | Director |  |   |   |   |
|                      |

RichardD. Goldstein has served as chairman of the board and chiefexecutive officer since our inception. Mr.  Goldstein has beenassociated with Alpine Capital LLC (and its affiliated entities), aspecialized investment/merchant banking firm that performs generalmerger and advisory services for its clients and limited investmentactivities, since January  1990, currently as a senior managingdirector. From 1976 until he joined Alpine Capital, Mr.  Goldsteinwas an attorney at the law firm of Paul, Weiss, Rifkind, Wharton &Garrison, becoming a partner of such firm in 1984, where he specializedin mergers and acquisitions and corporate securities. Mr.Goldstein is a member of the executive committee (and a formerchairman) of the Queens College Foundation. Mr.  Goldstein is alsoa vice chairman, a member of the executive committee and chairman ofthe governance and of the legal affairs committees of The NorthShore-Long Island Jewish Health System and its constituent hospitals.Mr.  Goldstein received a B.A. (summa  cum laude, phi betakappa) from Queens College and a J.D. (magna cum laude) fromHarvard Law School.

Bruce M.  Greenwald has servedas president and a member of our board of directors since ourinception. Mr.  Greenwald has been associated with Alpine Capitaland its affiliated entities since September  1989, currently as asenior managing director. Prior to joining Alpine Capital, Mr.Greenwald was a partner with Arthur Young & Company (a predecessorto Ernst & Young) where, in addition to serving a broad base of thefirm's Fortune 500 clients as well as a number of media andentertainment clients, he served as the firm's director of taxesfor the Northeast Region and also was a member of the firm'snational tax operating committee. Mr.  Greenwald is a member ofthe Simon School of Business Executive Advisory Committee and a trusteeof the Washington Institute for Near East Policy. Mr.  Greenwaldreceived a B.S. and an M.B.A. from the University of Rochester.

Carl D. Harnick has served as vice president and chieffinancial officer since our inception. Mr.  Harnick has providedfinancial consulting services to various organizations, includingAlpine Capital, since October  1997. From 1967 untilSeptember  1997, Mr.  Harnick was a partner of Ernst &Young LLP (as well as Arthur Young & Company). Since February2005, Mr.  Harnick has served as a member of the board ofdirectors of CKX, Inc., a Nasdaq listed company engaged in theownership, development and commercial utilization of entertainmentcontent. Mr.  Harnick is a trustee and treasurer of Prep for Prep,a New York based charitable organization dedicated to enhancing theleadership potential of highly motivated minority students. Mr.Harnick received a B.S. (with honors) from Brooklyn College and anM.B.A. from Syracuse University.

Gregg H. Mayer hasserved as vice president, controller and secretary since our inception.Mr.  Mayer has been associated with Alpine Capital and itsaffiliated entities since July  1998, currently 

16

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as a vice president. From July  1996 toJuly  1998, Mr.  Mayer served as an analyst at Dillon Read& Co., an investment banking firm. Mr.  Mayer received aB.B.A. from the University of Michigan School of BusinessAdministration.

Dennis H. Leibowitz has served as amember of our board of directors since our inception. Mr.Leibowitz has served as managing general partner and chief investmentofficer of Act II Partners, a private hedge fund that specializes inmedia and communications companies, since March  2002. FromOctober  2000 to September  2001, Mr.  Leibowitz servedas a managing director of Credit Suisse First Boston where he was amedia strategist covering the advertising, broadcasting, cabletelevision and entertainment industries. From 1977 until he joinedCredit Suisse First Boston, Mr.  Leibowitz was a senior vicepresident and securities analyst at Donaldson, Lufkin & Jenrette,Inc., a private investment banking firm. Institutional Investormagazine has given Mr.  Leibowitz its highest ranking for aresearch analyst twenty-five times since it began grading securitiesanalysts in its All-American Research Team in 1972. Mr.Leibowitz serves on the board of advisors of Centre Palisades Ventures,LP and New Mountain Capital, LLC, both private equity funds. He is apast president of the Media & Entertainment Analysts Society of NewYork and the Cable Television Analysts' Group. He is currently amember of the New York Society of Security Analysts and has served onthe board of directors of the International Radio & TelevisionSociety. Mr.  Leibowitz received a B.S. from The Wharton School ofFinance and Commerce of The University of Pennsylvania.

Peter R. Haje has served as a member of our board ofdirectors since our inception. Since January  2000, Mr.  Hajehas been engaged in private business and legal activities, includingacting as a consultant for AOL/Time Warner Inc. and as general counselemeritus for Time Warner Inc. from January  2000 to December2002. From October  1990 to December  1999, Mr.  Hajeserved as executive vice president and general counsel of Time WarnerInc. and served as secretary from May  1993 to December1999. Prior to joining Time Warner, Mr.  Haje was an associate andlater a partner a the law firm of Paul, Weiss, Rifkind, Wharton &Garrison. Mr.  Haje received an A.B. from Cornell University andan L.L.B. from Harvard Law School.

Darren M.Sardoff became a director upon consummation of the publicoffering. Mr.  Sardoff has served as a general partner andportfolio manager of Act II Partners, a private investment fund thatspecializes in media and communications companies since March2002. From September  2001 to March  2002, Mr.  Sardoffacted as a private consultant. From March  2000 to September2001, Mr.  Sardoff served as vice president of Lehman Brotherswhere he covered the media and Internet industries. From May  1997to March  2000, he served as an investment banker of SG Cowen andING Barings where he covered the media and Internet industries. Priorthereto, Mr.  Sardoff served as chief financial officer at FoodCourt Entertainment Network Inc. and manager of strategy andacquisitions at Warner Music Group, Inc. Mr.  Sardoff began hiscareer with Ernst & Young and is a CPA. Mr.  Sardoff receiveda B.S. (with honors) from the University of Buffalo and an M.B.A. fromthe Wharton School of the University of Pennsylvania.

Our boardof directors is divided into three classes with only one class ofdirectors being elected in each year and each class serving athree-year term. The term of office of the first class of directors,consisting of Peter R. Haje, will expire at our first annual meeting ofstockholders. The term of office of the second class of directors,consisting of Dennis H. Leibowitz and Daren M.  Sardoff willexpire at the second annual meeting. The term of office of the thirdclass of directors, consisting of Bruce M.  Greenwald and RichardD. Goldstein, will expire at the third annual meeting.

SpecialAdvisor

Oded Aboodi has served as a special advisor tous since our inception and will assist us in identifying potentialtarget businesses as well as structuring and negotiating the terms ofany proposed business combination. Mr.  Aboodi has served as thechairman and chief executive officer of Alpine Capital since itsinception in January  1990. Mr.  Aboodi has also served asthe chairman of Alpine Capital Bank, a private commercial bankchartered by the New York State Banking Department since he founded itin March  2000. Prior to founding Alpine Capital, Mr.  Aboodiserved as a senior advisor and consultant to numerous corporations,most notably Warner Communications Inc. Mr.  Aboodi 

17

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serves on the board of directors of theJewish Theological Seminary as well as the Weizmann Institute ofScience and the American Committee of the Weizmann Institute ofScience. He is also a member of the board of trustees and executive andfinance committees of Montefiore Medical Center. He is a foundingmember of the Aspen Center for New Medicine. Mr.  Aboodi receiveda B.A. and an M.B.A. from New York University.

Section16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934requires our officers, directors and persons who own more than tenpercent of a registered class of our equity securities to file reportsof ownership and changes in ownership with the Securities and ExchangeCommission. Officers, directors and ten percent stockholders arerequired by regulation to furnish us with copies of all Section 16(a)forms they file. Based solely on copies of such forms received orwritten representations from certain reporting persons that no Form 5swere required for those persons, we believe that, during the fiscalyear ended December  31,  2005, all filing requirementsapplicable to our officers, directors and greater than ten percentbeneficial owners were complied with.

Code ofEthics

On July  7,  2005, our boardof directors adopted a code of ethics that applies to our directors,officers and employees as well as those of our subsidiaries. Requestsfor copies of our code of ethics should be sent in writing to CourtsideAcquisition Corp., 1700 Broadway, 17th Floor, New York, NY10019.

|                |                       |
|----------------|-----------------------|
| ITEM 10.  | EXECUTIVECOMPENSATION |

Executive Compensation

No executive officer has received any cash compensation forservices rendered to us. Commencing on June  30,  2005through the acquisition of a target business, we will pay AlpineCapital, an affiliate of Messrs. Goldstein, Greenwald, Mayer andAboodi, a fee of $7,500 per month for providing us with office spaceand certain office and secretarial services. However, this arrangementis solely for our benefit and is not intended to provide Messrs.Goldstein, Greenwald, Mayer and Aboodi compensation in lieu of asalary. Additionally, we will hold the proceeds of this offering notbeing placed in the trust fund in an account at Alpine Capital Bank, anaffiliate of Alpine  Capital. Alpine  Capital Bank will beentitled to charge us customary fees for banking transactions. Otherthan the $7,500 per month administrative fee and any customary bankingcharges from Alpine  Capital Bank, no compensation of any kind,including finders, consulting fees or other compensation has been orwill be paid to any of our existing officers, directors, specialadvisor, or stockholders, or any of their respective affiliates, priorto or in connection with a business combination. However, suchindividuals have been and will be reimbursed for any out-of-pocketexpenses incurred in connection with activities on our behalf such asidentifying potential target businesses and performing due diligence onsuitable business combinations. There is no limit on the amount ofthese out-of-pocket expenses and there will be no review of thereasonableness of the expenses by anyone other than our board ofdirectors, which includes persons who may seek reimbursement, or acourt of competent jurisdiction if such reimbursement is challenged.Because of the foregoing, we will generally not have the benefit ofindependent directors examining the propriety of expenses incurred onour behalf and subject to reimbursement.

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|                |                                                               |
|----------------|---------------------------------------------------------------|
| ITEM 11.  | SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |

The following table sets forth information regarding thebeneficial ownership of our common stock as of March  28,2006 by:

|  |              |                                                                                                             |
|--|--------------|-------------------------------------------------------------------------------------------------------------|
|  | •  | each person knownby us to be the beneficial owner of more than 5% of ouroutstanding shares of common stock; |

|  |              |                                        |
|--|--------------|----------------------------------------|
|  | •  | each of our officers anddirectors; and |

|  |              |                                           |
|--|--------------|-------------------------------------------|
|  | •  | all ourofficers and directors as a group. |

Unless otherwiseindicated, we believe that all persons named in the table have solevoting and investment power with respect to all shares of common stockbeneficially owned by them.

|                                                                |  |                                       |           |                 |  |        |      |         |  |  |
|----------------------------------------------------------------|--|---------------------------------------|-----------|-----------------|--|--------|------|---------|--|--|
| Name ofOwnership                                               |  | Amount andNatureofBeneficialOwnership |           | Percent ofClass |
| Richard D. Goldstein                                           |  |                                  | 1,096,500 | (2)        |  |   | 6.5  | %  |
| Bruce M.  Greenwald                                            |  |                                  | 718,500   | (3)        |  |   | 4.3  | %  |
| Gregg H. Mayer                                                 |  |                                  | 150,000   | (4)        |  |   |      | *  |
| Dennis H. Leibowitz(5)                                         |  |                                  | 150,000   |            |  |   |      | *  |
| Carl D. Harnick                                                |  |                                  | 75,000    |            |  |   |      | *  |
| Peter R.Haje(6)                                                |  |                                  | 75,000    |            |  |   |      | *  |
| Darren Sardoff(5)                                              |  |                                  | 75,000    | (7)        |  |   |      | *  |
| FirTree, Inc.(8)                                               |  |                                  | 1,075,000 | (9)        |  |   | 6.4  | %  |
| All directors and executiveofficers as a group (7 individuals) |  |                                  | 2,340,000 | (10)       |  |   | 13.9 | %  |
|                                                                |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                            |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Unlessotherwise indicated, the business address of each of the following isc/o Courtside Acquisition Corp., 1700  Broadway, 17thFloor, New York, NY 10019. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Includes 210,000 sharesof common stock held by JAR Partners L.P., a family limited partnershipfor the benefit of Mr.  Goldstein’s children. Mr.Goldstein and his wife are the general partners of the limitedpartnership. Also includes 84,000 shares of common stock held by theBMG 2004 Trust, a trust established for the benefit of Bruce M.Greenwald’s adult children and their descendants. Mr.Goldstein is the sole trustee of the BMG 2004 Trust. Does not include(i)  150,000 shares of common stock he may receive in the eventMr.  Mayer’s shares do not vest as described below infootnote 4, (ii) 30,000 shares of common stock he may receive in theevent shares held by Darren M.  Sardoff do not vest as describedbelow in footnote 7 and (iii) 988,235 shares of common stock issuableupon exercise of warrants that are not currently exercisable and willnot become exercisable within the next 60 days. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | Does not (i) include84,000 shares of common stock held by the BMG 2004 Trust, a trustestablished for the benefit of Mr.  Greenwald’s adultchildren and their descendants, (ii) 30,000 shares of common stock hemay receive in the event shares held by Mr.  Sardoff do not vestas described below in footnote 7 and (iii) 790,888 shares of commonstock issuable upon exercise of warrants that are not currentlyexercisable and will not become exercisable within the next 60days. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (4) | Theseshares vest in full upon consummation of a business combination,provided Mr.  Mayer is still affiliated with Alpine  Capitalor an affiliated entity, or if his affiliation has been terminatedwithout cause or as a result of death or disability. In the eventMr.  Mayer is not affiliated with Alpine Capital or an affiliatedentity, for reasons other than as described in the previous sentence,at the time of the consummation of a business combination, these sharesrevert back to Mr.  Goldstein. |

|     |                                                                                                                    |
|-----|--------------------------------------------------------------------------------------------------------------------|
| (5) | The business address ofsuch individual is Act II Partners, L.P. 444 Madison Avenue,17th Floor, New York, NY 10022. |

|     |                                                                                   |
|-----|-----------------------------------------------------------------------------------|
| (6) | The business address ofMr.  Haje is 1790 Broadway, Suite 1501, New York, NY10019. |

|     |                                                                                                                                                                                                                                                                                                                              |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (7) | 60,000of these shares shall vest in full in the event Mr.  Sardoff isstill providing services to us as we may reasonably request at the timewe consummate a business combination or as a result of his death ordisability. If the shares do not vest, 30,000 shares revert back toeach of Mr.  Goldstein and Mr.  Greenwald. |

|     |                                                                                                 |
|-----|-------------------------------------------------------------------------------------------------|
| (8) | The business address ofFir Tree, Inc. is 535 Fifth Avenue, 31st Floor, New York,New York 10017. |

|     |                                                                                                                                                                                                                                                                                 |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (9) | Represents 709,500shares of common stock held by Sapling, LLC and 365,500 shares ofcommon stock held by Fir Tree Recovery Master Fund, L.P. Fir Tree, Inc.is the investment manager of both of these entities and as suchcontrols voting and dispositive power over the shares. |

|      |                                                                                               |
|------|-----------------------------------------------------------------------------------------------|
| (10) | Includes and excludesthe shares of common stock as set forth in footnotes 2, 3, 4 and 7above. |

All of the 3,000,000 shares of ouroutstanding common stock owned by our Founders prior to our initialpublic offering have been placed in escrow with Continental StockTransfer & Trust Company, as escrow agent, pursuant to an escrowagreement described below.

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Richard D. Goldstein, BruceM.  Greenwald and Oded Aboodi may be deemed to be our‘‘parents’’ and‘‘promoters,’’ as these terms are defined underthe Federal securities laws.

|               |                                               |
|---------------|-----------------------------------------------|
| ITEM12.  | CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS |

In March  2005 we issued3,000,000 shares of our common stock to the following individuals for$25,000 in cash, at an average purchase price of approximately $0.0083per share as set forth below:

|                      |  |                  |         |                   |  |                                                  |  |  |  |  |
|----------------------|--|------------------|---------|-------------------|--|--------------------------------------------------|--|--|--|--|
| Name                 |  | Number of Shares |         | Relationship toUs |
| Richard D. Goldstein |  |             | 990,000 |              |  | Chairman of theBoard and Chief Executive Officer |
| Bruce M.Greenwald    |  |             | 756,000 |              |  | President and Director                           |
| HMA 1999 Trust       |  |             | 220,000 |              |  | Stockholder                                      |
| DKA 1999 Trust       |  |             | 220,000 |              |  | Stockholder                                      |
| ASH 1999Trust        |  |             | 220,000 |              |  | Stockholder                                      |
| JARPartners L.P.     |  |             | 210,000 |              |  | Stockholder                                      |
| Dennis H. Leibowitz  |  |             | 150,000 |              |  | Director                                         |
| BMG 2004 Trust       |  |             | 84,000  |              |  | Stockholder                                      |
| Carl D. Harnick      |  |             | 75,000  |              |  | Chief Financial Officer                          |
| PeterR. Haje         |  |             | 75,000  |              |  | Director                                         |
|                      |

EffectiveApril  1,  2005, Mr.  Goldstein transferred 150,000shares of common stock to Gregg H. Mayer, our vice president,controller and secretary. Effective April  5,  2005, Messrs.Goldstein and Greenwald each transferred 30,000 shares of common stockto Darren M.  Sardoff. Effective May  31,  2005,Messrs.  Goldstein and Greenwald each transferred an additional7,500 shares of common stock to Mr.  Sardoff.

Pursuant to an escrow agreement between us, theFounders and Continental Stock Transfer & Trust Company, all of theFounders Shares were placed in escrow, with Continental acting asescrow agent, pursuant to an escrow agreement, until the earliestof:

|  |              |                |
|--|--------------|----------------|
|  | •  | June30,  2008; |

|  |              |                    |
|--|--------------|--------------------|
|  | •  | ourliquidation; or |

|  |              |                                                                                                                                                                                                                                                                                                           |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | theconsummation of a liquidation, merger, stock exchange or other similartransaction which results in all of our stockholders having the rightto exchange their shares of common stock for cash, securities or otherproperty subsequent to our consummating a business combination with atarget business. |

During the escrow period, theseshares cannot be sold, but the Founders will retain all other rights asstockholders, including, without limitation, the right to vote theirshares of common stock and the right to receive cash dividends, ifdeclared. If dividends are declared and payable in shares of commonstock, such dividends will also be placed in escrow. If we are unableto effect a business combination and liquidate, none of our Founderswill receive any portion of the liquidation proceeds with respect tocommon stock owned by them prior to our initial public offering.

We also entered into a registration rights agreementwith the Founders pursuant to which the holders of the majority of theFounders Shares will be entitled to make up to two demands that weregister these shares. The holders of the majority of these shares mayelect to exercise these registration rights at any time commencingthree months prior to the date on which these shares of common stockare released from escrow. In addition, these stockholders have certain‘‘piggy-back’’ registration rights onregistration statements filed subsequent to the date on which theseshares of common stock are released from escrow. We will bear theexpenses incurred in connection with the filing of any suchregistration statements.

Each of our Foundersalso entered into a letter agreement with us and EarlyBirdCapitalpursuant to which, among other things:

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|  |              |                                                                                                                                                                           |
|--|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | eachagreed to vote all Founder Shares owned by him in accordance with themajority of the IPO Shares if we solicit approval of our stockholdersfor a business combination; |

|  |              |                                                                                                                                                                                                                                                     |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | if we fail to consummate abusiness combination by January  7,  2007 (or by July7,  2007 under certain limited circumstances), each agreed to takeall reasonable actions within his power to cause us to liquidate assoon as reasonably practicable; |

|  |              |                                                                                                                                                                           |
|--|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | each waived any and all rightshe may have to receive any distribution of cash, property or otherassets as a result of such liquidation with respect to his FounderShares; |

|  |              |                                                                                                                                                                                                                                                                                                                                                                                       |
|--|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | each agreed topresent to us for our consideration, prior to presentation to any otherperson or entity, any suitable opportunity to acquire an operatingbusiness, until the earlier of our consummation of a businesscombination, our liquidation or until such time as he ceases to be anofficer or director of ours, subject to any pre-existing fiduciaryobligations he might have; |

|  |              |                                                                                                                                                                                                                                                                                                                                              |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | each agreed that we could notconsummate any business combination which involves a company which isaffiliated with any of the Founders unless we obtain an opinion from anindependent investment banking firm reasonably acceptable toEarlyBirdCapital that the business combination is fair to ourstockholders from a financial perspective; |

|  |              |                                                                                                                                                                                                 |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | each agreed that he and hisaffiliates will not be entitled to receive and will not accept anycompensation for services rendered to us prior to the consummation ofour business combination; and |

|  |              |                                                                                                                                                                                                  |
|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | each agreed that he and hisaffiliates will not be entitled to receive or accept a finder’sfee or any other compensation in the event he or his affiliatesoriginate a business combination. |

Alpine Capital, anaffiliate of Richard D. Goldstein, our chairman, Bruce M.Greenwald, our president, Gregg Mayer, our vice president, controllerand secretary and Oded Aboodi, our special advisor has agreed that,through the acquisition of a target business, it will make available tous a small amount of office space and certain office and secretarialservices, as we may require from time to time. We have agreed to payAlpine Capital $7,500 per month for these services.

During 2005, our chairman advanced $100,000 to us to coverexpenses related to our initial public offering. The loan was payablewithout interest on the earlier of April  7,  2006 or theconsummation of our initial public offering. This loan was repaid inJuly  2005.

We will reimburse our officers anddirectors for any reasonable out-of-pocket business expenses incurredby them in connection with certain activities on our behalf such asidentifying and investigating possible target businesses and businesscombinations.

Other than the $7,500 per-monthadministrative fee and reimbursable out-of-pocket expenses payable toour officers and directors, no compensation or fees of any kind,including finders and consulting fees, will be paid to any of ourFounders or to any of their respective affiliates for services renderedto us prior to or with respect to the business combination.

All ongoing and future transactions between us and any of ourofficers and directors or their respective affiliates, will be on termsbelieved by us to be no less favorable than are available fromunaffiliated third parties and will require prior approval in eachinstance by a majority of the members of our board who do not have aninterest in the transaction.

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|               |          |
|---------------|----------|
| ITEM13.  | EXHIBITS |

|           |                                                         |
|-----------|---------------------------------------------------------|
| (a)  | The following Exhibits are filed aspart of this report. |

|             |  |                                                                                                                                |  |  |  |  |
|-------------|--|--------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| Exhibit No. |  | Description                                                                                                                    |
| 3.1         |  | Certificate ofIncorporation.(1)                                                                                                |
| 3.2         |  | By-laws.(1)                                                                                                                    |
| 4.1         |  | SpecimenUnit Certificate.(1)                                                                                                   |
| 4.2         |  | Specimen Common Stock Certificate.(1)                                                                                          |
| 4.3         |  | Specimen WarrantCertificate.(1)                                                                                                |
| 4.4         |  | Form ofUnit Purchase Option granted to EarlyBirdCapital,Inc.(1)                                                                |
| 4.5         |  | Form of WarrantAgreement between Continental Stock Transfer &  Trust Companyand the Registrant.(1)                         |
| 10.1        |  | Letter Agreement among the Registrant, EarlyBirdCapital, Inc. andRichard D. Goldstein(1)                                       |
| 10.2        |  | Letter Agreement among the Registrant, EarlyBirdCapital, Inc. andBruce M.  Greenwald(1)                                        |
| 10.3        |  | Letter Agreement among the Registrant, EarlyBirdCapital, Inc. andCarl D. Harnick(1)                                            |
| 10.4        |  | LetterAgreement among the Registrant, EarlyBirdCapital, Inc. and Gregg H.Mayer(1)                                              |
| 10.5        |  | Letter Agreementamong the Registrant, EarlyBirdCapital, Inc. and Dennis H.Leibowitz(1)                                         |
| 10.6        |  | LetterAgreement among the Registrant, EarlyBirdCapital, Inc. and Peter R.Haje(1)                                               |
| 10.7        |  | Letter Agreementamong the Registrant, EarlyBirdCapital, Inc. and JAR PartnersL.P.(1)                                           |
| 10.8        |  | Letter Agreementamong the Registrant, EarlyBirdCapital, Inc. and HMA 1999Trust.(1)                                             |
| 10.9        |  | Letter Agreementamong the Registrant, EarlyBirdCapital, Inc. and DKA 1999Trust.(1)                                             |
| 10.10       |  | LetterAgreement among the Registrant, EarlyBirdCapital, Inc. and ASH 1999Trust.(1)                                             |
| 10.11       |  | LetterAgreement among the Registrant, EarlyBirdCapital, Inc. and BMG 2004Trust.(1)                                             |
| 10.12       |  | LetterAgreement among the Registrant, EarlyBirdCapital, Inc. and DarrenM.  Sardoff.(1)                                         |
| 10.13       |  | Formof Investment Management Trust Agreement between Continental StockTransfer &  Trust Company and theRegistrant.(1)      |
| 10.14       |  | Form ofStock Escrow Agreement between the Registrant, Continental StockTransfer &  Trust Company and theFounders.(1)       |
| 10.15       |  | Form ofLetter Agreement between Alpine Capital LLC and Registrant regardingadministrative support.(1)                          |
| 10.16       |  | Form of Promissory Note issued to Richard D.Goldstein.(1)                                                                      |
| 10.17       |  | Registration Rights Agreement among the Registrant and theFounders.(1)                                                         |
| 10.18       |  | WarrantPurchase Agreement among EarlyBirdCapital, Inc. and each of Richard D.Goldstein, Bruce M.  Greenwald and OdedAboodi.(1) |
| 31.1        |  | Certificationof Chief Executive Officer pursuant to Section 302 of theSarbanes-Oxley Act of 2002.                              |
| 31.2        |  | Certification of Chief Financial Officer pursuant to Section 302 ofthe Sarbanes-Oxley Act of 2002.                             |
| 32          |  | Certification of Chief Executive Officer and Chief FinancialOfficer pursuant to Section 906 of the Sarbanes-Oxley Act of2002.  |
|             |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                  |
|-----|------------------------------------------------------------------------------------------------------------------|
| (1) | Incorporatedby reference to the Registrant’s Registration Statement on FormS-1 (SEC File No.  333-124380). |

|               |                                         |
|---------------|-----------------------------------------|
| ITEM14.  | PRINCIPAL ACCOUNTING FEES AND SERVICES. |

The firm of Goldstein Golub Kessler LLP(‘‘GGK’’) acts as our principal accountant.Through September  30,  2005, GGK had a continuingrelationship with American Express Tax and Business Services Inc.(TBS), from which it leased auditing staff who were full time,permanent employees of TBS and through which its partners providenon-audit services. Subsequent to September  30,  2005, thisrelationship ceased and the firm established a similar relationshipwith RSM McGladrey, Inc. (RSM). GGK has no full time employees andtherefore, none of the audit services performed were provided bypermanent full-time employees of GGK. GGK manages and supervises theaudit and audit staff, and is exclusively responsible for the opinionrendered in connection with its examination. The following is a summaryof fees paid or to be paid to GGK and RSM for services rendered.

22

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Audit Fees

During thefiscal year ended December  31,  2005, we paid our principalaccountant $30,000 for the services they performed in connection withour initial public offering, including the financial statementsincluded in the Current Report on Form 8-K filed with the Securitiesand Exchange Commission on July  7,  2005, and $8,500 inconnection with the review of our Quarterly Reports on Form 10-QSB.Additionally, we expect to pay our principal accountant $12,000 for theservices they have performed in connection with the audit of ourfinancial statements included in this Annual  Report.

Audit-Related Fees

During 2005, except as describedabove, our principal accountant did not render any audit assurance andrelated services reasonably related to the performance of the audit orreview of financial statements.

Tax Fees

During2005, our principal accountant did not render services to us for taxcompliance, tax advice and tax planning.

All Other Fees

During 2005, there were no fees billed for products andservices provided by the principal accountant other than those setforth above.

Audit Committee Approval

Since ouraudit committee was not formed until July  2005, the auditcommittee did not pre-approve all of the foregoing services althoughany services rendered prior to the formation of our audit committeewere approved by our board of directors. Since the formation of ouraudit committee and on a going-forward basis, in accordance withSection 10A(i) of the Securities Exchange Act of 1934, before we engageour independent accountant to render audit or non-audit services, theengagement has been and will be approved by our auditcommittee.

23

----

CourtsideAcquisition Corporation (a corporation in the developmentstage)

|                                                   |  |                            |  |  |  |  |
|---------------------------------------------------|--|----------------------------|--|--|--|--|
| Report of IndependentCertified Public Accountants |  | F-2                        |
| Financial Statements                              |  |                       |
| Balance Sheet                                     |  | F-3                        |
| Statement of Operations                           |  | F-4                        |
| Statement of Stockholders’Equity            |  | F-5                        |
| Statement of CashFlows                            |  | F-6                        |
| Notes to FinancialStatements                      |  | F-7 – F-13 |
|                                                   |

F-1

----

REPORT OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM

To the Board of Directors

Courtside Acquisition Corp.

Wehave audited the accompanying balance sheet of Courtside AcquisitionCorp. (a development stage corporation) as of December31,  2005, and the related statements of operations,stockholders’ equity and cash flows for the period fromMarch  18,  2005 (inception) to December  31,2005. These financial statements are the responsibility of theCompany’s management. Our responsibility is to express anopinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards ofthe Public Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believethat our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to abovepresent fairly, in all material respects, the financial position ofCourtside Acquisition Corp. as of December  31,  2005, andthe results of its operations and its cash flows for the period fromMarch  18,  2005 (inception) to December  31,2005 in conformity with United States generally accepted accountingprinciples.

/s/ Goldstein Golub Kessler LLP

GOLDSTEIN GOLUB KESSLER LLP

NewYork, New York

February  16,2006

F-2

----

CourtsideAcquisition Corp.(a corporation in the development stage)

Balance Sheet

|                                                                                                   |  |                   |            |        |  |  |
|---------------------------------------------------------------------------------------------------|--|-------------------|------------|--------|--|--|
|                                                                                              |  | December 31, 2005 |
| Assets                                                                                            |  |              |       |   |
| Currentassets:                                                                                    |  |              |       |   |
| Cash and cash equivalents (Note1)                                                                 |  | $                 | 1,692,748  |   |
| Cash equivalents heldin Trust Fund (Note 1)                                                       |  |              | 74,618,620 |   |
| Deferred Federal Income Tax (Notes 1 and 6)                                                       |  |              | —    |   |
| Prepaid expenses                                                                                  |  |              | 78,133     |   |
| Total assets                                                                                      |  | $                 | 76,389,501 |   |
| Liabilities and Stockholders’Equity                                                         |  |              |       |   |
| Currentliabilities:                                                                               |  |              |       |   |
| Accounts payable and accruedexpenses                                                              |  | $                 | 12,643     |   |
| Deferreddividends                                                                                 |  |              | 170,839    |   |
| Taxes payable(Note 1)                                                                             |  |              | 78,725     |   |
| Totalliabilities                                                                                  |  |              | 262,207    |   |
| Common stock, subject to possible conversion, 2,758,620 sharesat conversion value (Note 1)        |  |              | 14,745,424 |   |
| Commitments (Note3)                                                                               |  |              |       |   |
| Stockholders’equity (Notes 1, 2, 3, 4 and5)                                                 |  |              |       |   |
| Preferred stock, $.0001 parvalue, Authorized 1,000,000 shares; noneissued                         |  |              |       |   |
| Common stock, $.0001 parvalue                                                                     |  |              |       |   |
| Authorized 50,000,000shares                                                                       |  |              |       |   |
| Issued and outstanding 16,800,000shares (which includes 2,758,620 subject to possible conversion) |  |              | 1,680      |   |
| Additional paid-in capital                                                                        |  |              | 60,969,078 |   |
| Earnings accumulated in thedevelopment stage                                                      |  |              | 411,112    |   |
| Total stockholders’ equity                                                                  |  |              | 61,381,870 |   |
| Totalliabilities and stockholders’ equity                                                   |  | $                 | 76,389,501 |   |
|                                                                                                   |

Seeaccompanying notes to financial statements.

F-3

----

Courtside Acquisition Corp.(acorporation in the development stage)

Income Statement

|                                        |  |                                                        |            |         |  |  |
|----------------------------------------|--|--------------------------------------------------------|------------|---------|--|--|
|                                   |  | PeriodfromMarch 18, 2005(inception) toDecember 31,2005 |
| Revenues:                              |  |                                                   |       |    |
| Interest anddividend income            |  | $                                                      | 710,673    |    |
| Expenses:                              |  |                                                   |       |    |
| Formationand operating costs           |  |                                                   | (128,836   | )  |
| Statecapital tax                       |  |                                                   | (46,125    | )  |
|                                   |  |                                                   | (174,961   | )  |
| Incomefor the period                   |  |                                                   | 535,712    |    |
| Income taxes (Note 1)                  |  |                                                   | (124,600   | )  |
| Net income forthe period               |  | $                                                      | 411,112    |    |
| Net income per share basic and diluted |  | $                                                      | .04        |    |
| Weighted averageshares outstanding     |  |                                                   | 11,474,740 |    |
|                                        |

Seeaccompanying notes to financial statements.

F-4

----

Courtside Acquisition Corp.(acorporation in the development stage)

Statement ofStockholders’ Equity

|                                                                                                                                                              |  |             |            |                          |  |                                               |         |        |  |        |             |         |  |        |         |        |  |        |             |         |  |  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-------------|------------|--------------------------|--|-----------------------------------------------|---------|--------|--|--------|-------------|---------|--|--------|---------|--------|--|--------|-------------|---------|--|--|
|                                                                                                                                                         |  | CommonStock |            | AdditionalPaid-InCapital |  | EarningsAccumulated in thedevelopmental stage |         | Total  |
|                                                                                                                                                         |  | Shares      |            | Amount                   |
| Sale of 3,000,000 shares of common stock at $.0083 per shareto initial stockholders committed for on March 18, 2005                                          |  |        | 3,000,000  |                     |  | $                                             | 300     |   |  | $      | 24,700      |    |  | $      | — |   |  | $      | 25,000      |    |
| Sale of 12,000,000 units, net ofunderwriters’ discount and offering expenses on July 7, 2005(includes 2,398,800 shares subject to possible conversion) |  |        | 12,000,000 |                     |  |                                          | 1,200   |   |  |   | 65,645,882  |    |  |   | — |   |  |   | 65,647,082  |    |
| Proceeds subject to possibleconversion of 2,398,800 shares                                                                                                   |  |        | —    |                     |  |                                          | — |   |  |   | (12,737,628 | )  |  |   | — |   |  |   | (12,737,628 | )  |
| Proceeds from issuance of option                                                                                                                             |  |        | —    |                     |  |                                          | — |   |  |   | 100         |    |  |   | — |   |  |   | 100         |    |
| Sale of 1,800,000 units, net of underwriters’ discountonJuly  11, 2005 (includes 359,820 shares subject to possibleconversion)                         |  |        | 1,800,000  |                     |  |                                          | 180     |   |  |   | 10,043,820  |    |  |   | — |   |  |   | 10,044,000  |    |
| Proceeds subject topossible conversion of 359,820 shares                                                                                                     |  |        | —    |                     |  |                                          | — |   |  |   | (2,007,796  | )  |  |   | — |   |  |   | (2,007,796  | )  |
| Net income for the period                                                                                                                                    |  |        | —    |                     |  |                                          | — |   |  |   | —     |    |  |   | 411,112 |   |  |   | 411,112     |    |
| Balance, December 31,2005                                                                                                                                    |  |        | 16,800,000 |                     |  | $                                             | 1,680   |   |  | $      | 60,969,078  |    |  | $      | 411,112 |   |  | $      | 61,381,870  |    |
|                                                                                                                                                              |

See accompanying notes tofinancial statements.

F-5

----

Courtside Acquisition Corp.(acorporation in the developmental stage)

Statement of CashFlows

|                                                                             |  |                                              |             |         |  |  |
|-----------------------------------------------------------------------------|--|----------------------------------------------|-------------|---------|--|--|
|                                                                        |  | March 18, 2005(inception)toDecember 31, 2005 |
| Cash Flowsfrom Operating Activities                                         |  |                                         |        |    |
| Netincome                                                                   |  | $                                            | 411,112     |    |
| Adjustments to reconcile net income to netcash used in operatingactivities: |  |                                         |        |    |
| Increase in value of TrustFund                                              |  |                                         | (854,620    | )  |
| Increase in prepaidexpenses                                                 |  |                                         | (78,133     | )  |
| Increase inaccounts payable and accrued expenses                            |  |                                         | 12,643      |    |
| Increase in taxes payable                                                   |  |                                         | 78,725      |    |
| Increase in deferred dividends                                              |  |                                         | 170,839     |    |
| Net cash usedin operating activities                                        |  |                                         | (259,434    | )  |
| Cash Flows from InvestingActivities                                         |  |                                         |        |    |
| Cash deposited in TrustFund                                                 |  |                                         | (73,764,000 | )  |
| Cash Flows from FinancingActivities                                         |  |                                         |        |    |
| Gross proceeds of publicoffering                                            |  |                                         | 82,800,000  |    |
| Proceeds fromsale of shares of common stock                                 |  |                                         | 25,000      |    |
| Proceeds from issuance of option                                            |  |                                         | 100         |    |
| Proceeds from notes payable, stockholder                                    |  |                                         | 100,000     |    |
| Payment of notes payable,stockholder                                        |  |                                         | (100,000    | )  |
| Payment ofoffering costs                                                    |  |                                         | (7,108,918  | )  |
| Net cash provided by financingactivities                                    |  |                                         | 75,716,182  |    |
| Net increase in cash and cashequivalents                                    |  |                                         | 1,692,748   |    |
| Cash and cashequivalents at beginning of the period                         |  |                                         | —     |    |
| Cash and cashequivalents at end of the period                               |  | $                                            | 1,692,748   |    |
|                                                                             |

Seeaccompanying notes to financialstatements

F-6

----

CourtsideAcquisition Corp.(a corporation in the development stage)

Notes to FinancialStatements

|    |                                                         |  |                                                                                                                                                                                                   |
|----|---------------------------------------------------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1. | Organization, BusinessOperations, And Subsequent Events |  | Courtside Acquisition Corp. (the‘‘Company’’) was incorporated in Delaware onMarch  18,  2005 as a blank check company whose objective isto acquire an operating business. |
|    |                                                         |  |

|  |  |                                                                                                                                                                                                                                                                                                                                                                                          |
|--|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | All activity fromMarch  18,  2005 (inception) through July  7,  2005relates to the Company’s formation and initial public offeringdescribed below. Subsequent to July  7,  2005, the Companyhas been seeking a business combination with an operating business(‘‘Business Combination’’). The Company hasselected December 31 as its fiscal year-end. |
|  |  |                                                                                                                                                                                                                                                                                                                                                                                          |

|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | Theregistration statement for the Company’s initial public offering(‘‘Offering’’) was declared effectiveJune  30,  2005. The Company consummated the Offering for12,000,000 units on July  7,  2005 and, on July11,  2005, the representative of the underwriters(‘‘Representative’’) exercised itsover-allotment option for 1,800,000 units, with the Company receivingtotal net proceeds of approximately $75,691,000 (Note 2). TheCompany’s management has broad discretion with respect to thespecific application of the net proceeds of this Offering, althoughsubstantially all of the net proceeds of this Offering are intended tobe generally applied toward consummating a Business Combination.Furthermore, there is no assurance that the Company will be able tosuccessfully effect a Business Combination. An amount of $73,764,000 ofthe net proceeds was placed in an interest-bearing trust account(‘‘Trust Account’’) until the earlier of (i)the consummation of a Business Combination or (ii) liquidation of theCompany. Under the agreement governing the Trust Account, funds willonly be invested in United States ‘‘governmentsecurities’’ within the meaning of Section 2(a)(16) of theInvestment Company Act of 1940 with a maturity of 180 days or less, orin money market funds meeting certain conditions under Rule 2a-7promulgated under the Investment Company Act of 1940. At December31,  2005, the value of the Trust Account amounted to $74,618,620.The placing of funds in the Trust Account may not protect those fundsfrom third party claims against the Company. Although the Company willseek to have all vendors, prospective target businesses or otherentities it engages, execute agreements with the Company waiving anyright, title, interest or claim of any kind in or to any monies held inthe Trust Account, there is no guarantee that they will execute suchagreements. Two of the Company's officers have severally agreedthat they will be personally liable to ensure that the proceeds in theTrust Account are not reduced by the claims of target |
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

F-7

----

CourtsideAcquisition Corp.(a corporation in the development stage)

Notes to FinancialStatements

|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | businesses or vendors or other entities thatare owed money by the Company for services rendered or contracted foror products sold to the Company. However, there can be no assurancethat these officers will be able to satisfy those obligations. Theremaining net proceeds (not held in the Trust Account) may be used fortax payments and business, legal and accounting due diligence onprospective acquisitions and continuing general and administrativeexpenses. |
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

|  |  |                                                                                                                                                                                                                                                                                                                                                                                 |
|--|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | The Company, after signing a definitive agreementfor the acquisition of a target business, will submit such transactionfor stockholder approval. In the event that stockholders owning20% or more of the shares sold in the Offering vote against theBusiness Combination and exercise their conversion rights describedbelow, the Business Combination will not beconsummated. |
|  |  |                                                                                                                                                                                                                                                                                                                                                                                 |

|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|--|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | All of the Company’s stockholders priorto the Offering, including all of the officers and directors of theCompany (‘‘Initial Stockholders’’), have agreedto vote their 3,000,000 founding shares of common stock in accordancewith the vote of the majority in interest of all other stockholders ofthe Company (‘‘Public Stockholders’’) withrespect to any Business Combination. After consummation of a BusinessCombination, these voting safeguards will no longer beapplicable. |
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | With respect to a Business Combination which isapproved and consummated, any Public Stockholder who voted against theBusiness Combination may demand that the Company convert his or hershares. The per share conversion price will equal the amount in theTrust Account, calculated as of two business days prior to theconsummation of the proposed Business Combination, divided by thenumber of shares of common stock held by Public Stockholders at theconsummation of the Offering. Accordingly, Public Stockholders holding19.99% of the aggregate number of shares owned by all PublicStockholders may seek conversion of their shares in the event of aBusiness Combination. Such Public Stockholders are entitled to receivetheir per share interest in the Trust Account computed without regardto the shares held by Initial Stockholders. In this respect,$14,745,424 (19.99% of the original amount placed in the TrustAccount) has been classified as common stock subject to possibleconversion at December  31,  2005 and $170,839 (19.99%of the dividend income held in the Trust Account) has been classifiedas deferred dividends at December  31,2005. |
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

F-8

----

CourtsideAcquisition Corp.(a corporation in the development stage)

Notes to FinancialStatements

|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | The Company’s Certificate ofIncorporation, as amended, provides for mandatory liquidation of theCompany in the event that the Company does not consummate a BusinessCombination within 18 months from the date of the consummation of theOffering, or 24 months from the consummation of the Offering if certainextension criteria have been satisfied. In the event of liquidation, itis likely that the per share value of the residual assets remainingavailable for distribution (including Trust Account assets) will beless than the initial public offering price per share in the Offeringassuming no value is attributed to the Warrants contained in the Unitssold (Note 2). |
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

|  |  |                                                                                                                                                                                                                                                                          |
|--|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | Deferred income taxes are providedfor the differences between the bases of assets and liabilities forfinancial reporting and income tax purposes. A valuation allowance isestablished when necessary to reduce deferred tax assets to the amountexpected to be realized. |
|  |  |                                                                                                                                                                                                                                                                          |

|  |  |                                                                                                                                               |
|--|--|-----------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | Cash equivalents are defined ashighly liquid money market funds and U.S.Treasury Bills maturing inthree months or less from date of purchase. |
|  |  |                                                                                                                                               |

|  |  |                                                                                                                                                                  |
|--|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | The Companymaintains cash in bank deposit accounts which, at times, exceedfederally insured limits. The Company has not experienced any losses onthese accounts. |
|  |  |                                                                                                                                                                  |

|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | Basic net income per share is computed bydividing net income by the weighted-average number of shares of commonstock outstanding during the period. Diluted net income per sharereflects the additional dilution for all potentially dilutivesecurities such as stock warrants and options. The effect of the27,600,000 outstanding warrants, issued in connection with the initialpublic offering described in Note 2 has not been considered in thediluted net income per share since the warrants are contingentlyexercisable. The effect of the 600,000 units included in theunderwriters purchase option, as described in Note 2, along with thewarrants underlying such units, has not been considered in the dilutedearnings per share calculation since the market price of the option wasless than the exercise price during the period. |
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

|  |  |                                                                                                                                                                                                                                                                                                                                                                                                           |
|--|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | Thepreparation of financial statements in conformity with accountingprinciples generally accepted in the United States of America requiresmanagement to make estimates and assumptions that affect the reportedamounts of assets and liabilities at the date of the financialstatements and the reported amounts of expenses during the reportingperiod. Actual results could differ from thoseestimates. |
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                           |

F-9

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CourtsideAcquisition Corp.(a corporation in the development stage)

Notes to FinancialStatements

|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | In December  2004, the FinancialAccounting Standards Board issued Statement of Financial AccountingStandards No. 123 (revised 2004) (‘‘SFAS123(R)’’), ‘‘Share Based Payment’’.SFAS 123(R) requires all share-based payments to employees, includinggrants of employee stock options, to be recognized in the financialstatements based on their fair values. The Company is required to adoptSFAS 123(R) effective January  1,  2006. The Company does notbelieve that the adoption of SFAS No. 123(R) will have a significantimpact on its financial condition or results ofoperations. |
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

|  |  |                                                                                                                                                                                                  |
|--|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | Management does not believe that any otherrecently issued, but not yet effective, accounting standards ifcurrently adopted would have a material effect on the accompanyingfinancial statements. |
|  |  |                                                                                                                                                                                                  |

|    |                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|----|------------------------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2. | InitialPublic Offering |  | On July  7,  2005, theCompany sold 12,000,000 units (‘‘Units’’) inthe Offering. On July  11,  2005, the Company sold anadditional 1,800,000 Units pursuant to the Representative’sover-allotment option. Each Unit consists of one share of theCompany’s common stock, $.0001 par value, and two RedeemableCommon Stock Purchase Warrants (‘‘Warrants’’).Each Warrant entitles the holder to purchase from the Company one shareof common stock at an exercise price of $5.00 commencing the later ofthe completion of a Business Combination or one year from the effectivedate of the Offering and expiring four years from the effective date ofthe Offering. The Warrants will be redeemable at a price of $.01 perWarrant upon 30 days’ notice after the Warrants becomeexercisable, only in the event that the last sale price of the commonstock is at least $8.50 per share for any 20 trading days within a 30trading day period ending on the third day prior to the date on whichnotice of redemption is given. In connection with the Offering, theCompany paid the underwriters an underwriting discount of 7% ofthe gross proceeds of the Offering and a non-accountable expenseallowance of 1% of the gross proceeds of theOffering. |
|    |                        |  |

|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | In connection with the Offering, the Company paidthe underwriters an underwriting discount of 7% of the grossproceeds of the Offering and a non-accountable expense allowance of1% of the gross proceeds of the Offering. In connection with theOffering, the Company also issued an option, for $100, to theRepresentative to purchase 600,000 Units at an exercise price of $7.50per Unit. The Units issuable upon exercise of this purchase option areidentical to the Units sold in the Offering except that the Warrantsincluded in the option have an exercise price of $6.65 per |
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

F-10

----

CourtsideAcquisition Corp.(a corporation in the development stage)

Notes to FinancialStatements

|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | share. The Company estimated that the fairvalue of this option was approximately $1,224,000 ($2.04 per Unitunderlying such option) using a Black-Scholes option-pricing model. Thefair value of the option was estimated as of the date of grant usingthe following assumptions: (1) expected volatility of 40.995%,(2)  risk-free interest rate of 3.72% and (3) expected lifeof 5 years. The sale of the option was accounted for as a costattributable to the Offering. Accordingly, there was no net impact onthe Company’s financial position or results of operations,except for the recording of the $100 proceeds from the sale. The optionmay be exercised for cash or on a ‘‘cashless’’basis, at the holder's option, such that the holder may use theappreciated value of the option (the difference between the exerciseprices of the option and the underlying Warrants and the market priceof the Units and underlying securities) to exercise the option withoutthe payment of anycash. |
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

|    |                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|----|-------------------------------------------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3. | Commitments and Related PartyTransactions |  | The Company presently occupies officespace provided by an affiliate of several of the Initial Stockholders.Such affiliate has agreed that, until the Company consummates aBusiness Combination, it will make such office space, as well ascertain office and secretarial services, available to the Company, asmay be required by the Company from time to time. The Company hasagreed to pay such affiliate $7,500 per month for such servicescommencing on the effective date of the Offering. The statement ofoperations for the period ended December  31,  2005 includes$45,250 related to this agreement. |
|    |                                           |  |

|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | The Company engages inordinary course banking relationships on customary terms with AlpineCapital Bank (‘‘ACB’’). ACB is a New York Statechartered FDIC insured commercial bank. The Company's Chairman isa director and stockholder of ACB, the Company's President is astockholder of ACB and the Company's advisor is the Chairman and astockholder of ACB. Cash of $97,191 is on deposit at ACB and ACB iscustodian for $1,595,557 of U.S. Treasury Bills at December31,  2005. |
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

|  |  |                                                                                                                                                                                                                                           |
|--|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | Pursuant to letter agreements datedApril  15,  2005 with the Company and the Representative, theInitial Stockholders have waived their right to receive distributionswith respect to their founding shares upon the Company'sliquidation. |
|  |  |                                                                                                                                                                                                                                           |

|  |  |                                                                                                                                                                       |
|--|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | In accordance with an agreement with theRepresentative, the Company's Chairman, the Company'sPresident and one of the Company’s advisors, or persons orentities |
|  |  |                                                                                                                                                                       |

F-11

----

CourtsideAcquisition Corp.(a corporation in the development stage)

Notes to FinancialStatements

|  |  |                                                                                                                                                    |
|--|--|----------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | associated or affiliated with suchindividuals, have purchased 2,400,000 Warrants in the publicmarketplace at an average price of $0.49 perWarrant. |
|  |  |                                                                                                                                                    |

|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | Pursuant to an agreement, the Initial Stockholdersare entitled to registration rights with respect to their foundingshares. The holders of the majority of these shares are entitled tomake up to two demands that the Company register these shares at anytime commencing three months prior to the third anniversary of theeffective date of the Offering. In addition, the Initial Stockholdershave certain ‘‘piggy-back’’ registration rightson registration statements filed subsequent to the third anniversary ofthe effective date of the Offering. |
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

|  |  |                                                                                                                                                                                                               |
|--|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | The Company issued$100,000 unsecured promissory notes to an Initial Stockholder, who isalso an officer and director. The notes were non interest-bearing andwere repaid from the net proceeds of theOffering. |
|  |  |                                                                                                                                                                                                               |

|    |                 |  |                                                                                                                                                                                                       |
|----|-----------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4. | Preferred Stock |  | The Company is authorized to issue 1,000,000 shares ofpreferred stock with such designations, voting and other rights andpreferences as may be determined from time to time by the Board ofDirectors. |
|    |                 |  |

|    |              |  |                                                                                                                                                                               |
|----|--------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 5. | Common Stock |  | At September  30,  2005, 29,400,000 shares of commonstock were reserved for issuance upon exercise of the redeemablewarrants and the underwriters’ unit purchaseoption. |
|    |              |  |

|    |              |  |                                                          |
|----|--------------|--|----------------------------------------------------------|
| 6. | Income Taxes |  | The provision for income taxes consists of thefollowing: |
|    |              |  |

|          |
|----------|
|          |  |  |  |  |  |  |
| Current: |  |   |   |   |
| State    |  | $ | 62,028 |   |
| Local    |  |   | 62,572 |   |
| Total    |  | $ | 124,600 |   |
|          |

|                          |  |                                                                                                                                                                                         |
|--------------------------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |  | Thetotal provision for income taxes differs from that amount which wouldbe computed by applying the U.S.  Federal income tax rate toincome before provision for income taxes asfollows: |
|                          |  |                                                                                                                                                                                         |

|                                                                               |
|-------------------------------------------------------------------------------|
|                                                                               |  |  |  |  |  |  |
| Statutory federal income tax rate                                             |  |   | 34 | %  |
| State income taxes                                                            |  |   | 23 |   |
| Interest income not taxable for Federaltax purposes net of allocable expenses |  |   | (35 | )  |
| Valuation allowance                                                           |  |   | 1 |   |
| Effective income tax rate                                                     |  |   | 23 | %  |
|                                                                               |

F-12

----

CourtsideAcquisition Corp.(a corporation in the development stage)

Notes to FinancialStatements

|                          |  |                                                                                                  |
|--------------------------|--|--------------------------------------------------------------------------------------------------|
|      |  | Thetax effect of temporary differences that give rise to the net deferredtax asset is asfollows: |
|                          |  |                                                                                                  |

|                                         |
|-----------------------------------------|
|                                         |  |  |  |  |  |  |
| Federal net operating loss carryforward |  | $ | 8,000 |   |
| Less: valuation allowance               |  |   | (8,000 | )  |
| Net deferred taxasset                   |  | $ | — |   |
|                                         |

|                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------------------------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |  | AtDecember  31,  2005, the Company has a federal net operatingloss carryforward of $24,000 to offset future taxable income. The netoperating loss carryforward expires in 2025. The Company hasestablished a 100% valuation allowance against its deferred taxasset relating to the Federal net operating loss carryforward since itsincome earned on the funds held in the Trust Account is not taxable forFederal income tax purposes and, at this time, it has no otheroperations that would generate income for Federal income taxpurposes |
|                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

|  |  |                                                                                                    |
|--|--|----------------------------------------------------------------------------------------------------|
|  |  | During the year ended December  31,2005, the Company paid $92,000 of New York State and Citytaxes. |
|  |  |                                                                                                    |

F-13

----

SIGNATURES

Pursuant to the requirements of the Section 13 or 15or 15(d) of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized on the 28th day of March2006.

|                             |  |                                                                                     |  |  |  |  |
|-----------------------------|--|-------------------------------------------------------------------------------------|--|--|--|--|
| COURTSIDE ACQUISITION CORP. |
| By:                         |  | /s/Richard D. Goldstein                                                             |
|                        |  | Richard D.GoldsteinChairman and Chief Executive Officer(PrincipalExecutive Officer) |
|                             |

In accordance with theSecurities Exchange Act of 1934, this report has been signed below bythe following persons on behalf of the registrant and in the capacitiesand on the datesindicated.

|                                             |  |                                                                                          |  |                |
|---------------------------------------------|--|------------------------------------------------------------------------------------------|--|----------------|
| Name                                        |  | Position                                                                                 |  | Date           |
|                                             |
| /s/Richard D. Goldstein                     |  | Chairman of the Board and ChiefExecutive Officer (Principal executive officer)           |  | March28, 2006  |
|                                             |
| Richard D.Goldstein     |
|                                             |
| /s/ Bruce M.Greenwald                       |  | Presidentand Director                                                                    |  | March 28, 2006 |
|                                             |
| Bruce M. Greenwald                          |
|                                             |
| /s/Carl D. Harnick                          |  | VicePresident and Chief  Financial  Officer (Principalaccounting and financial  officer) |  | March 28,2006  |
|                                             |
| Carl D. Harnick                             |
|                                             |
| /s/ Dennis H.Leibowtiz                      |  | Director                                                                                 |  | March 28, 2006 |
|                                             |
| Dennis H. Leibowitz                         |
|                                             |
| /s/ Peter R. Haje                           |  | Director                                                                                 |  | March 28, 2006 |
|                                             |
| Peter R. Haje                               |
|                                             |
| /s/ Darren M.  Sardoff                      |  | Director                                                                                 |  | March 28,2006  |
|                                             |
| Darren M.Sardoff                            |
|                                             |

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