Stephen J. Ruzika has been our vice chairman since our inception. Mr. Ruzika has been chief executive officer of Devcon International Corporation since April 2005. From October 2004 until April 2005, Mr. Ruzika had been the president and principal financial and accounting officer of Devcon. Mr. Ruzika has served as president of Devcon Security Holdings, Inc., a subsidiary of Devcon, since October 2004 and was executive vice president from July 2004 until October 2004. Previously, Mr. Ruzika founded Congress Security Services Inc. in November 2000 and served as its chairman and chief executive officer until July 2004. Through its subsidiaries, Congress provided alarm monitoring, employment screening and paperless workflow services to major corporate clients in North America. Prior to founding Congress, from November 1997 until August 1998, Mr. Ruzika served as Chief Executive Officer of Carlisle Holdings Limited (formerly known as BHI Incorporated), a Nasdaq listed company. Mr. Ruzika was affiliated with ADT Limited ("ADT"), a NYSE-listed company, from 1982 until 1997, becoming executive vice president in 1997 and chief financial officer in 1989. Mr. Ruzika also served as President and Chief Executive Officer of ADT Security Services Inc. ("ADT Security"), a wholly owned subsidiary of ADT, from 1995-1997. ADT Security was the largest electronic security services company in the United States and United Kingdom when it merged with Tyco International Ltd. in 1997. Mr. Ruzika also has served as a director and Vice Chairman of the Board of Security Associates International, Inc., formerly an American Stock Exchange listed company, from July 2001 to April 2004. Mr. Ruzika is a graduate of the University of Miami and received his Certified Public Accountant designation.

Jack I. Ruff has been our director and vice president since our inception. Mr. Ruff is a co-founder of RPCP and has been a partner of RPCP since September 2002. Mr. Ruff has also served as vice president and director of Royal Palm Capital Management, Inc., since February 2005. Prior thereto, Mr. Ruff served as Senior Vice President with Bank of America, N.A., where for over 18 years he was responsible for mergers and acquisitions and financing high growth public and private middle market companies. In this capacity, he evaluated and structured transactions using public and private equity, public and private senior debt and mezzanine securities. In addition, he was the Market Executive for Bank of America's Financial Strategies Group where he managed a group of 30 professional bankers focused on the middle market in Florida. Prior to joining Bank of America (formerly NationsBank) in 1984, he was employed for seven years by The First National Bank of Chicago's Global Banking Group. Mr. Ruff received his B.S. in Finance and Economics from Indiana University.

Mario B. Ferrari has been our director and vice president since our inception. Mr. Ferrari is a co-founder of RPCP and has been a partner of RPCP since July 2002 and as vice president and director of Royal Palm Capital Management, Inc., since February 2005. He has also served as a director of Devcon International Corporation since July 2004 and as vice chairman of Sunair Electronics, Inc. since February 2005. From June 2000 to June 2002, he was an investment banker with Morgan Stanley & Co., where he helped start the firm's private equity placement group. Previously, Mr. Ferrari co-founded PowerUSA, LLC, a retail renewable energy services company, in October 1997 and was a managing member until September 1999. Mr. Ferrari graduated from Georgetown University, where he received his B.S., magna cum laude, in Finance and International Business.

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Robert C. Farenhem has been our director, vice president and secretary since our inception. Mr. Farenhem has been a partner and the chief financial officer of RPCP since April 2003 and vice president and director of Royal Palm Capital Management, Inc. since February 2005. Mr. Farenhem has also been interim chief financial officer of Devcon International Corporation since April 2005. Mr. Farenhem was the Executive Vice President of Strategic Planning and Corporate Development for publicly-held Bancshares of Florida and Chief Financial Officer for Bank of Florida from February 2002 to April 2003. Bancshares of Florida is a multi-bank holding company (including Bank of Florida) with in excess of $400 million in assets. Previously, Mr. Farenhem was an investment banker with Banc of America Securities from October 1998 to February 2002, advising on mergers and acquisitions, public and private equity, leveraged buyouts, and other financings. Mr. Farenhem graduated from the University of Miami, where he received his BBA in Finance.

     Our board of directors is divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. The term of office of the first class of directors, consisting of Mario B. Ferrari, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Jack I. Ruff and Robert C. Farenhem, will expire at the second annual meeting. The term of office of the third class of directors, consisting of Stephen J. Ruzika and Richard C. Rochon, will expire at the third annual meeting.

     These individuals will play a key role in identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating its acquisition. None of these individuals has been a principal of or affiliated with a public company or a blank check company that executed a business plan similar to ours and none of these individuals is currently affiliated with such an entity. However, we believe that the skills and expertise of these individuals, their collective access to acquisition opportunities and ideas, their contacts and their transactional expertise should enable them to successfully identify and effect an acquisition.

     No executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finder’s and consulting fees, will be paid to our existing stockholder or to any of our officers and directors or any of their respective affiliates for services rendered prior to or in connection with a business combination. However, our existing stockholder and our officers and directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged. Because of the foregoing, we will generally not have the benefit of independent directors examining the propriety of expenses incurred on our behalf and subject to reimbursement.

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Conflicts of Interest

     Potential investors should be aware of the following potential conflicts of interest:

• None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.
  
  
• In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company and the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management’s other affiliations, see the previous section entitled “Directors and Executive Officers.”
  
  
• Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company.
  
  
• Since our directors own shares of our common stock which will be released from escrow only if a business combination is successfully completed and may own warrants which will expire worthless if a business combination is not consummated, our board may have a conflict of interest in determining whether a particular target business is appropriate to effect a business combination. The personal and financial interests of our directors and officers may influence their motivation in identifying and selecting a target business, timely completing a business combination and securing the release of their stock.

     In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

• the corporation could financially undertake the opportunity;
  
  
• the opportunity is within the corporation’s line of business; and
  
  
• it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

     Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

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     To minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our officers and directors has agreed, until the earliest of a business combination, our liquidation or such time as he or she ceases to be an officer or director, to present to our company prior to any other entity, any business opportunity which may reasonably be required to be presented to us under Delaware law, subject to any pre-existing fiduciary obligations he or she might have. Because Messrs. Rochon, Ruzika, Ferrari and Farenhem are executive officers and/or directors of Devcon and Sunair, they have a fiduciary obligation to present business opportunities to Devcon and Sunair before us. Additionally, in connection with Devcon’s recent bank financing, Devcon agreed that none of its affiliates (which would include all of our officers and directors) would entertain any business opportunities in the electronic security services field without the bank’s consent. We do not believe that these obligations to Devcon and Sunair present a material conflict of interest because we do not intend to focus on electronic security services or pest control services, the areas in which Devcon and Sunair are seeking to expand.

     In connection with the vote required for any business combination, our existing stockholder has agreed to vote its shares of common stock which were owned prior to this offering in accordance with the vote of the public stockholders owning a majority of the shares of our common stock sold in this offering. In addition, it (as well as our officers and directors to the extent that they receive shares upon distribution from our existing stockholder) has agreed to waive its rights to participate in any liquidation distribution, but only with respect to those shares of common stock acquired by it prior to this offering. Any common stock acquired by our existing stockholder, officers and directors in the offering or aftermarket will be considered part of the holdings of the public stockholders. Our existing stockholder, officers and directors will have the same rights as other public stockholders with respect to such shares, including voting and conversion rights in connection with a potential business combination. Therefore, they may vote such shares on a proposed business combination any way they choose.

     To further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity which is affiliated with our existing stockholder, officers and directors unless we obtain an opinion from an independent investment banking firm that the business combination is fair to our stockholders from a financial point of view.

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Principal Stockholders

     The following table sets forth information regarding the beneficial ownership of our common stock as of May 20, 2005 and as adjusted to reflect the sale of our common stock included in the units offered by this prospectus (assuming none of the individuals listed purchase units in this offering), by:

• each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
  
  
• each of our officers and directors; and
  
  
• all our officers and directors as a group.

     Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

					Approximate Percentage
					of Outstanding Common Stock
		Amount and
		Nature of
		Beneficial			Before			After
Name and Address of Beneficial Owner(1)		Ownership			Offering			Offering
RPCP Investments, LLLP		2,500,000	(2)		100	%		20	%
Richard C. Rochon		2,500,000	(3)		100	%		20	%
Stephen J. Ruzika		0	(4)		0	%		0	%
Jack I. Ruff		0	(4)		0	%		0	%
Mario B. Ferrari		0	(4)		0	%		0	%
Robert C. Farenhem		0	(4)		0	%		0	%
All directors and executive officers as a group		2,500,000	(3)		100	%		20	%
(5 individuals)

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(1)	The business address of each of the individuals is 595 South Federal Highway, Suite 600, Boca Raton, Florida 33432.
(2)	RPCP Investments, LLLP intends to distribute its shares to its limited partners at a later date. To the extent such shares are not distributed to its limited partners, they will be retained by the RPCP Investments, LLLP.

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(3)	These shares are held by RPCP Investments, LLLP. Mr. Rochon is president and director and owns a 54% interest in the general partner of RPCP Investments, LLLP. As such, Mr. Rochon exercises voting and dispositive power over these shares.
(4)	Does not include any shares held by RPCP Investments, LLLP, of which such person is a limited partner.

     Immediately after this offering, our existing stockholder will beneficially own 20% of the then issued and outstanding shares of our common stock (assuming it does not purchase any units in this offering). Neither our existing stockholder, nor our officers and directors have indicated to us that they intend to purchase our securities in this offering. Our existing stockholder is owned and controlled by our officers and directors. Because of this ownership block, the existing stockholder (and, accordingly, our officers and directors) may be able to effectively exercise control over all matters requiring approval by our stockholders, including the election of directors and approval of significant corporate transactions other than approval of a business combination.

     All of the shares of common stock outstanding prior to the date of this prospectus will be placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until the earliest of:

• three years following the date of this prospectus;
  
  
• our liquidation; and
  
  
• the consummation of a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to our consummating a business combination with a target business.

During the escrow period, the holder of these shares will not be able to sell or transfer its securities (except to its limited partners, its limited partners’ spouses and children or trusts established for their benefit), but will retain all other rights as our stockholder, including, without limitation, the right to vote its shares of common stock and the right to receive cash dividends, if declared. If dividends are declared and payable in shares of common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination and are forced to liquidate, our existing stockholder will not receive any portion of the liquidation proceeds with respect to common stock owned by it prior to the date of this prospectus.

     Our directors have agreed with the representatives that after this offering is completed and within the first 40 trading days after separate trading of the warrants has commenced, they or certain of their affiliates or designees will collectively purchase up to 2,000,000 warrants in the public marketplace at prices not to exceed $0.70 per warrant. They have further agreed that any warrants purchased by them, their affiliates or designees pursuant to this agreement will not be sold or transferred until after we have completed a business combination. The warrants may trade separately on the 90^th day after the date of this prospectus unless the representatives determine that an earlier date is acceptable. The representatives will not allow separate trading of the common stock and warrants until we file a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the proceeds of this offering including any proceeds we receive from the exercise of the over-allotment option if such option is exercised prior to our filing of the Form 8-K. We believe that the purchases of warrants by these

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individuals demonstrate confidence in our ultimate ability to effect a business combination because the warrants will expire worthless if we are unable to consummate a business combination.

     Each of Messrs. Rochon, Ruzika, Ruff, Ferrari and Farenhem and RPCP Investments, LLP may be deemed to be our “promoter,” as such term is defined under the federal securities laws.

Certain Transactions

     In April 2005, we issued 2,500,000 shares of our common stock to RPCP Investments, LLLP for $25,000 in cash, a purchase price of $0.01 per share. Our existing stockholder will be entitled to make up to two demands that we register these shares pursuant to an agreement to be signed prior to or on the date of this prospectus. Our existing stockholder may elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are released from escrow. In addition, our existing stockholder has certain “piggy-back” registration rights with respect to registration statements filed subsequent to the date on which these shares of common stock are released from escrow. We will bear the expenses incurred in connection with the filing of any such registration statements.

     Royal Palm Capital Management, LLLP, an affiliate of our officers and directors, has advanced an aggregate of $75,000 to us as of the date of this prospectus to cover expenses related to this offering. The loan will be payable without interest on the earlier of June 1, 2006 or the consummation of this offering. We intend to repay this loan from the proceeds of this offering not being placed in trust.

     We will reimburse our officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target businesses. There is no limit on the amount of out-of-pocket expenses reimbursable by us, which will be reviewed only by our board or a court of competent jurisdiction if such reimbursement is challenged.

     Other than the $7,500 per-month administrative fee and reimbursable out-of-pocket expenses payable to our officers and directors, no compensation or fees of any kind, including finder’s and consulting fees, will be paid to our existing stockholder, officers and directors or to any of their respective affiliates for services rendered to us prior to or with respect to the business combination.

     All ongoing and future transactions between us and any of our officers and directors or their respective affiliates, including loans by our officers and directors, will be on terms believed by us to be no less favorable than are available from unaffiliated third parties. Such transactions or loans, including any forgiveness of loans, will require prior approval by a majority of our uninterested “independent” directors (to the extent we have any) or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel.

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Description of Securities

General

     We are authorized to issue 50,000,000 shares of common stock, par value $.0001, and 1,000,000 shares of preferred stock, par value $.0001. As of the date of this prospectus, 2,500,000 shares of common stock are outstanding, held by one stockholder of record. No shares of preferred stock are currently outstanding.

Units

     Each unit consists of one share of common stock and two warrants. Each warrant entitles the holder to purchase one share of common stock. The common stock and warrants will begin to trade separately on the 90^th day after the date of this prospectus unless the representatives inform us of their decision to allow earlier separate trading, provided that in no event may the common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file a Current Report on Form 8-K which includes this audited balance sheet upon the consummation of this offering. The audited balance sheet will reflect proceeds we receive from the exercise of the over-allotment option, if the over-allotment option is exercised prior to the filing of the Form 8-K. If the over-allotment option is exercised after our initial filing of a Form 8-K, we will file an amendment to the Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option.

Common stock

     Our stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with the vote required for any business combination, our existing stockholder (and our officers and directors to the extent that they receive shares upon distribution from our existing stockholder) has agreed to vote its respective shares of common stock owned by it immediately prior to this offering in accordance with the majority of the shares of our common stock voted by our public stockholders. This voting arrangement shall not apply to shares included in units purchased in this offering or purchased following this offering in the open market by our existing stockholder, officers and directors. Additionally, our existing stockholder, officers and directors will vote all of their shares in any manner they determine, in their sole discretion, with respect to any other items that come before a vote of our stockholders.

     We will proceed with the business combination only if a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and public stockholders owning less than 20% of the shares sold in this offering exercise their conversion rights discussed below.

     Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares eligible to vote for the election of directors can elect all of the directors.

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     If we are forced to liquidate prior to a business combination, our public stockholders are entitled to share ratably in the trust fund, including any interest and any net assets remaining available for distribution to them after payment of liabilities. Our existing stockholder has agreed to waive its rights to share in any distribution with respect to common stock owned by it prior to the offering if we are forced to liquidate.

     Our stockholders have no conversion, preemptive or other subscription rights. There are no sinking fund or redemption provisions applicable to the common stock, except that public stockholders have the right to convert their shares of common stock to cash equal to their pro rata share of the trust account if they vote against the business combination and the business combination is approved and completed. Public stockholders who convert their stock into their share of the trust account still have the right to exercise the warrants that they received as part of the units.

Preferred stock

     Our certificate of incorporation authorizes the issuance of 1,000,000 shares of blank check preferred stock with such designation, rights and preferences as may be determined from time to time by our board of directors. No shares of preferred stock are being issued or registered in this offering. Accordingly, our board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock. However, the underwriting agreement prohibits us, prior to a business combination, from issuing preferred stock which participates in any manner in the proceeds of the trust account or which votes as a class with the common stock on a business combination. We may issue some or all of the preferred stock to effect a business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.

Warrants

     No warrants are currently outstanding. Each warrant entitles the registered holder to purchase one share of our common stock at a price of $5.00 per share, subject to adjustment as discussed below, at any time commencing on the later of:

• the completion of a business combination; and
  
  
• one year from the date of this prospectus.

The warrants will expire four years from the date of this prospectus at 5:00 p.m., New York City time.

     We may call the warrants for redemption (including any warrants issued upon exercise of our unit purchase option) with the prior consent of the representatives:

• in whole and not in part;
  

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• at a price of $.01 per warrant at any time after the warrants become exercisable;
  
  
• upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
  
  
• only if the reported last sale price of the common stock equals or exceeds $8.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders.

     The redemption criteria for our warrants have been established at a price which is intended to provide warrantholders a reasonable premium to the initial exercise price and provide sufficient liquidity to cushion the market reaction to our redemption call.

     Since we may redeem the warrants only with the prior written consent of the representatives and the representatives may hold warrants subject to redemption, the representatives may have a conflict of interest in determining whether or not to consent to such redemption. We cannot assure you that the representatives will consent to such redemption if it is not in their best interest even if it is in our best interest.

     The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the warrant agreement, which has been filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the warrants.

     The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of common stock at a price below their respective exercise prices.

     The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

     No warrants will be exercisable unless a prospectus relating to common stock issuable upon exercise of the warrants is current and the common stock has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to meet these conditions and use our best efforts to maintain a current prospectus relating to common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so. The warrants may be deprived of any value and the market for the

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warrants may be limited if the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside.

     No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will round up to the nearest whole number the number of shares of common stock to be issued to the warrant holder.

Purchase Option

     We have agreed to sell to the representatives of the underwriters an option to purchase up to a total of 1,000,000 units at $7.50 per unit. The units issuable upon exercise of this option are identical to those offered by this prospectus except that the warrants included in the option have an exercise price of $5.90 (118% of the exercise price of the warrants included in the units sold in this offering). For a more complete description of the purchase option, including the registration rights afforded to the holders of such option, see the section appearing elsewhere in this prospectus entitled “Underwriting—Purchase Option.”

Dividends

     We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.

Our Transfer Agent and Warrant Agent

     The transfer agent for our securities and warrant agent for our warrants is Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004.

Shares Eligible for Future Sale

     Immediately after this offering, we will have 12,500,000 shares of common stock outstanding, or 14,000,000 shares if the underwriters’ over-allotment option is exercised in full. Of these shares, the 10,000,000 shares sold in this offering, or 11,500,000 shares if the over-allotment option is exercised, will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 2,500,000 shares are restricted securities under Rule 144 in that they were issued in private transactions not involving a public offering. None of those will be eligible for sale under Rule 144 prior to April 29, 2006. Notwithstanding this restriction, all of those shares have been placed in escrow and will not be

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transferable for a period of three years from the date of this prospectus and will only be released prior to that date, subject to certain limited exceptions.

     Rule 144

     In general, under Rule 144 as currently in effect, a person who has beneficially owned restricted shares of our common stock for at least one year would be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the following:

• 1% of the number of shares of common stock then outstanding, which will equal 120,000 shares immediately after this offering (or 140,000 if the underwriters exercise their over-allotment option); and
  
  
• if the common stock is listed on a national securities exchange or on The Nasdaq Stock Market, the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

     Sales under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.

     Rule 144(k)

     Under Rule 144(k), a person who is not deemed to have been one of our affiliates at the time of or at any time during the three months preceding a sale, and who has beneficially owned the restricted shares proposed to be sold for at least two years including the holding period of any prior owner other than an affiliate, is entitled to sell their shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

     SEC Position on Rule 144 Sales

     The Securities and Exchange Commission has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after a business combination, act as “underwriters” under the Securities Act when reselling the securities of a blank check company acquired prior to the consummation of its initial public offering. Accordingly, the Securities and Exchange Commission believes that those securities can be resold only through a registered offering and that Rule 144 would not be available for those resale transactions despite technical compliance with the requirements of Rule 144.

     Registration Rights

     The holder of our 2,500,000 issued and outstanding shares of common stock on the date of this prospectus will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering. The holder of these shares is entitled to make up to two demands that we register these shares. The holder of these shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. In addition, such stockholder has

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certain “piggy-back” registration rights with respect to registration statements filed subsequent to the date on which these shares of common stock are released from escrow. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting

     In accordance with the terms and conditions contained in the underwriting agreement, we have agreed to sell to each of the underwriters named below, and each of the underwriters, for which Morgan Joseph & Co. and EarlyBirdCapital are acting as representatives, have severally, and not jointly, agreed to purchase on a firm commitment basis the number of units offered in this offering set forth opposite their respective names below:

Underwriters		Number of Units
Morgan Joseph & Co. Inc.
EarlyBirdCapital, Inc.
Total

     A copy of the underwriting agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part.

State Blue Sky Information

     We will offer and sell the units to retail customers only in Colorado, Delaware, the District of Columbia, Florida, Hawaii, Illinois, Indiana, Maryland, New York and Rhode Island. In New York and Hawaii, we have relied on exemptions from the state registration requirements for transactions between an issuer and an underwriter involving a firm-commitment underwritten offering. In the other states, we have applied to have the units registered for sale and will not sell the units in these states until such registration is effective (including in Colorado, pursuant to 11-51-302(6) of the Colorado Revised Statutes).

     If you are not an institutional investor, you may purchase our securities in this offering only in the jurisdictions described directly above. Institutional investors in every state except in Idaho, Oregon and South Dakota may purchase the units in this offering pursuant to exemptions provided to such entities under the Blue Sky laws of various states. The definition of an “institutional investor” varies from state to state but generally includes financial institutions, broker-dealers, banks, insurance companies and other qualified entities.

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     Under the National Securities Markets Improvement Act of 1996, the resale of the units, from and after the date of this prospectus, and the common stock and warrants comprising the units, once they become separately transferable, are exempt from state registration requirements because we will file periodic and annual reports under the Securities Exchange Act of 1934. However, states are permitted to require notice filings and collect fees with regard to these transactions and a state may suspend the offer and sale of securities within such state if any such required filing is not made or fee is not paid. The following states do not presently require any notice filings or fee payments and permit the resale of the units, and the common stock and warrants comprising the units, once they become separately transferable:

• Alabama, Arizona, Colorado, Connecticut, Florida, Georgia, Hawaii, Indiana, Louisiana, Maine, Missouri, Nevada, New York, North Carolina, Ohio, Pennsylvania, Utah, Virginia, Washington, and Wisconsin.

Additionally, the following states permit the resale of the units and the common stock and warrants comprising the units, once they become separately transferable, if the proper notice filings have been made and fees paid:

• Delaware, the District of Columbia, Kansas, Maryland, Michigan, New Hampshire, Rhode Island, South Carolina, Texas and Vermont.

As of the date of this prospectus, we have not determined in which, if any, of these states we will submit the required filings or pay the required fee. Additionally, if any of these states that has not yet adopted a statute relating to the National Securities Markets Improvement Act adopts such a statute in the future requiring a filing or fee or if any state amends its existing statutes with respect to its requirements, we would need to comply with those new requirements for the securities to continue to be eligible for resale in those jurisdictions.

     Despite the exemption from state registration provided by the National Securities Markets Improvement Act described above, the following states and territory, regardless of whether they require a filing to be made or fee to be paid, have advised us that they do not recognize this act as a basis for exempting the registration of resales in their states of securities issued in blank check offerings:

• Alaska, Arkansas, California, Illinois, Iowa, Kentucky, Massachusetts, Minnesota, Mississippi, Montana, Nebraska, New Jersey, New Mexico, North Dakota, Oklahoma, Puerto Rico, Tennessee, West Virginia and Wyoming.

We do not intend to register the resale of the securities sold in this offering in these states.

     However, we believe that the units, from and after the effective date and the common stock and warrants comprising the units, once they become separately transferable, will be eligible for sale on a secondary market basis in each of the following states, without any notice filings or fee payments based upon the availability of another applicable exemption from the state's registration requirements:

52

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• immediately in Delaware, the District of Columbia, Illinois, Kentucky, Maryland and Rhode Island;
  
  
• commencing 90 days after the date of this prospectus in Iowa and New Mexico; and
  
  
• commencing 180 days from the date of this prospectus in Massachusetts.

     Idaho, Oregon and South Dakota have informed us that they do not permit the resale in their states of securities issued in blank check offerings, without exception. We will amend this prospectus for the purpose of disclosing additional states, if any, which advise us that our securities will be eligible for secondary trading without registration.

Pricing of Securities

     We have been advised by the representatives that the underwriters propose to offer the units to the public at the initial offering price set forth on the cover page of this prospectus. They may allow some dealers concessions not in excess of $___ per unit.

     Prior to this offering there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the representatives. Factors considered in determining the prices and terms of the units, including the common stock and warrants underlying the units, include:

• the history and prospects of companies whose principal business is the acquisition of other companies;
  
  
• prior offerings of those companies;
  
  
• our prospects for acquiring an operating business at attractive values;
  
  
• our capital structure;
  
  
• an assessment of our management and their experience in identifying operating companies;
  
  
• general conditions of the securities markets at the time of the offering; and
  
  
• other factors as were deemed relevant.

However, although these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities for an operating company in a particular industry since the underwriters are unable to compare our financial results and prospects with those of public companies operating in the same industry.

53

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Over-Allotment Option

     We have granted to the representatives of the underwriters an option, exercisable during the 45-day period commencing on the date of this prospectus, to purchase from us at the offering price, less underwriting discounts, up to an aggregate of 1,500,000 additional units for the sole purpose of covering over-allotments, if any. The over-allotment option will only be used to cover the net syndicate short position resulting from the initial distribution. The representatives of the underwriters may exercise the over-allotment option if the underwriters sell more units than the total number set forth in the table above.

Commissions and Discounts

     The following table shows the public offering price, underwriting discount to be paid by us to the underwriters and the proceeds, before expenses, to us. This information assumes either no exercise or full exercise by the underwriters of their over-allotment option.

			Per unit		Without option			With option
Public offering price			$6.00		$60,000,000			$69,000,000
Discount			$0.42		$4,200,000			$4,830,000
Proceeds before expenses(1)			$5.58		$55,800,000			$64,170,000

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(1)	The offering expenses are estimated at $550,000.

Purchase Option

     We have agreed to sell to the representatives, for $100, an option to purchase up to a total of 1,000,000 units. The units issuable upon exercise of this option are identical to those offered by this prospectus except that the warrants included in the option have an exercise price of $5.90 (118% of the exercise price of the warrants included in the units sold in the offering). This option is exercisable at $7.50 per unit, and is exercisable on a cashless basis, commencing on the later of the consummation of a business combination and one year from the date of this prospectus and expiring five years from the date of this prospectus. The option and the 1,000,000 units, the 1,000,000 shares of common stock and the 2,000,000 warrants underlying such units, and the 2,000,000 shares of common stock underlying such warrants have been deemed compensation by the NASD and are therefore subject to a 180-day lock-up pursuant to Rule 2710(g)(1) of the NASD Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of this prospectus except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. Although the purchase option and its underlying securities have been registered under the registration statement of which this prospectus forms a part, the option grants to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the date of this prospectus with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. We will bear all fees and expenses attendant to registering the securities, other than underwriting

54

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commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of common stock at a price below its exercise price.

Regulatory Restrictions on Purchase of Securities

     Rules of the SEC may limit the ability of the underwriters to bid for or purchase our securities before the distribution of the securities is completed. However, the underwriters may engage in the following activities in accordance with the rules:

• Stabilizing Transactions. The underwriters may make bids or purchases for the purpose of pegging, fixing or maintaining the price of our securities, as long as stabilizing bids do not exceed a specified maximum.
  
  
• Over-Allotments and Syndicate Coverage Transactions. The underwriters may create a short position in our securities by selling more of our securities than are set forth on the cover page of this prospectus. If the underwriters create a short position during the offering, the representatives may engage in syndicate covering transactions by purchasing our securities in the open market. The representatives may also elect to reduce any short position by exercising all or part of the over- allotment option.
  
  
• Penalty Bids. The representatives may reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

     Stabilization and syndicate covering transactions may cause the price of the securities to be higher than they would be in the absence of these transactions. The imposition of a penalty bid may also have an effect on the prices of the securities if it discourages resales.

     Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the prices of the securities. These transactions may occur on the OTC Bulletin Board, in the over-the-counter market or on any trading market. If any of these transactions are commenced, they may be discontinued without notice at any time.

Other Terms

     We have granted to Morgan Joseph & Co. the right to have an observer present at all meetings of our board of directors until we consummate a business combination. The observer will be entitled to the same notices and communications sent by us to our directors and to attend directors’ meetings, but will not have voting rights. Morgan Joseph & Co. has not named its observer as of the date of this prospectus.

55

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     Although we are not under any contractual obligation to engage any of the underwriters to provide services for us after this offering, any of the underwriters may, among other things, introduce us to potential target businesses or assist us in raising additional capital, as needs may arise in the future. If any of the underwriters provide services to us after the offering we may pay such underwriter fair and reasonable fees that would be determined in an arm’s length negotiation.

Indemnification

     We have agreed to indemnify the underwriters against some liabilities, including civil liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in this respect.

Legal Matters

     The validity of the securities offered in this prospectus is being passed upon for us by Graubard Miller, New York, New York. Olshan Grundman Frome Rosenzweig & Wolosky LLP, New York, New York, is acting as counsel for the underwriters in this offering.

Experts

     The financial statements of Coconut Palm Acquisition Corp. at May 12, 2005 and for the period from April 29, 2005 (date of inception) through May 12, 2005 appearing in this prospectus and in the registration statement have been included herein in reliance upon the report, which includes an explanatory paragraph relating to our ability to continue as a going concern, of Eisner LLP, independent registered public accounting firm, given on the authority of such firm as experts in accounting and auditing.

Where You Can Find Additional Information

     We have filed with the SEC a registration statement on Form S-1, which includes exhibits, schedules and amendments, under the Securities Act, with respect to this offering of our securities. Although this prospectus, which forms a part of the registration statement, contains all material information included in the registration statement, parts of the registration statement have been omitted as permitted by rules and regulations of the SEC. We refer you to the registration statement and its exhibits for further information about us, our securities and this offering. The registration statement and its exhibits, as well as our other reports filed with the SEC, can be inspected and copied at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549-1004. The public may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a web site at http://www.sec.gov which contains the Form S-1 and other reports, proxy and information statements and information regarding issuers that file electronically with the SEC.

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Coconut Palm Acquisition Corp.
(a development stage company)

Index to Financial Statements

Report of Independent Registered Public Accounting Firm		F-2
Financial statements
Balance Sheet as of May 12, 2005		F-3
Statement of Operations for the period from
April 29, 2005 (date of inception) through May 12, 2005		F-4
Statement of Changes in Stockholder’s Equity for the		F-5
Period from April 29, 2005 (date of inception) through
May 12, 2005
Statement of Cash Flows for the period from April 29, 2005		F-6
(date of inception) through May 12, 2005
Notes to Financial Statements		F-7

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholder

We have audited the accompanying balance sheet of Coconut Palm Acquisition Corp. (a development stage company) (the “Company”) as of May 12, 2005 and the related statements of operations, changes in stockholder’s equity and cash flows for the period from April 29, 2005 (date of inception) through May 12, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Coconut Palm Acquisition Corp. as of May 12, 2005 and the results of its operations and its cash flows for the period from April 29, 2005 (date of inception) through May 12, 2005 in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note A to the financial statements, the Company has not generated any revenue, its business plan is dependent on completion of a financing and the Company has a negative working capital position as of May 12, 2005. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note A. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Eisner LLP

New York, New York
May 13, 2005

With respect to Note G,
May 18, 2005

F-2

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Coconut Palm Acquisition Corp.
(a development stage company)

Balance Sheet

	May 12, 2005
ASSETS
Current assets:
Cash	$	82,500
Deferred offering costs		35,000
Total assets	$	117,500
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Accrued expenses	$	1,000
Accrued offering costs		17,500
Note payable to affiliate		75,000
Total current liabilities		93,500
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER’S EQUITY:
Preferred stock — $.0001 par value; 1,000,000 shares authorized; 0 issued and
outstanding
Common stock — $.0001 par value, 50,000,000 shares authorized; 2,500,000
issued and outstanding		250
Additional paid-in capital		24,750
Deficit accumulated during the development stage		(1,000	)
Total stockholder’s equity		24,000
Total liabilities and stockholder’s equity	$	117,500

See Notes to Financial Statements.

F-3

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Coconut Palm Acquisition Corp.
(a development stage company)

Statement of Operations

		April 29, 2005
		(Date of
		Inception)
		through
		May 12, 2005
Revenue		$	0
Organization costs			1,000
Net loss for the period		$	(1,000	)
Net loss per share — basic and diluted		$	0.00
Weighted average number of shares outstanding — basic and diluted		2,500,000

See Notes to Financial Statements.

F-4

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Coconut Palm Acquisition Corp.
(a development stage company)

Statement of Changes in Stockholder’s Equity

										Deficit
	Common Stock									Accumulated
							Additional			During the
							Paid-In			Development
	Shares			Amount			Capital			Stage			Total
Balance — April 29, 2005		—		$	—		$	—		$	—		$	—
(date of inception)
Initial capitalization from
founding stockholder	2,500,000			250			24,750			—			25,000
Net loss	—			—			—			(1,000)			(1,000		)
Balance — May 12, 2005		2,500,000		$	250		$	24,750		$	(1,000)		$	24,000

See Notes to Financial Statements.

F-5

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Coconut Palm Acquisition Corp.
(a development stage company)

Statement of Cash Flows

		April 29, 2005
		(Date of
		Inception)
		through
		May 12, 2005
Cash flows from operating activities:
Net loss		$	(1,000	)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Changes in:
Accrued expenses		1,000
Net cash provided by operating activities		0
Cash flows from financing activities:
Proceeds from note payable to stockholder		75,000
Proceeds from sale of common stock		25,000
Payments of deferred offering costs		(17,500		)
Net cash provided by financing activities		82,500
Net increase in cash		$	82,500
Cash — beginning of period		$	0
Cash — end of period		$	82,500

See Notes to Financial Statements.

F-6

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Coconut Palm Acquisition Corp.
(a development stage company)

Notes to Financial Statements

NOTE A - ORGANIZATION AND BUSINESS OPERATIONS; GOING
                  CONCERN CONSIDERATION

Coconut Palm Acquisition Corp. (the “Company”) was incorporated in Delaware on April 29, 2005. The Company was formed to serve as a vehicle for the acquisition of an operating company in the business and/or consumer services sector through a merger, capital stock exchange, asset acquisition and/or other similar transaction. The Company has neither engaged in any operations nor generated revenue. The Company is considered to be in the development stage and is subject to the risks associated with activities of development stage companies. As such, the Company’s operating results through May 12, 2005 relate to early stage organizational activities, and its ability to begin planned operations is dependent upon the completion of a financing.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the proposed initial public offering of its Units (as described in Note C) (“Proposed Offering”), although substantially all of the net proceeds of the Proposed Offering are intended to be generally applied toward acquiring an operating company in the business and/or consumer services sector (“Acquisition”). Furthermore, there is no assurance that the Company will be able to successfully effect an Acquisition. Upon the closing of the Proposed Offering, at least ninety percent (90%) of the net proceeds, after payment of certain amounts to the underwriter, will be held in a trust account (“Trust Fund”) and invested in government securities until the earlier of (i) the consummation of its first Acquisition or (ii) the distribution of the Trust Fund as described below. The remaining proceeds may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company, after signing a definitive agreement for the Acquisition, will submit such transaction for stockholder approval. In the event that holders of 20% or more of the shares issued in the Proposed Offering vote against the Acquisition and exercise their conversion rights, the Acquisition will not be consummated.

In the event that the Company does not consummate an Acquisition within 18 months from the date of the consummation of the Proposed Offering, or 24 months from the consummation of the Proposed Offering if certain extension criteria have been satisfied (the “Acquisition Period”), the proceeds held in the Trust Fund will be distributed to the Company’s stockholder, excluding the persons who were stockholders prior to the Proposed Offering, RPCP Investments, LLLP (the “Founding Stockholder”) to the extent of its initial stock holdings. However, the Founding Stockholder and the Company’s officers and directors will participate in any liquidation distribution with respect to any shares of the common stock acquired in connection with or following the Proposed Offering. In the event of such distribution, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Fund assets) will be less than the initial public offering price per share in the Proposed Offering (assuming no value is attributed to the Warrants contained in the Units to be offered in the Proposed Offering discussed in Note C).

F-7

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Coconut Palm Acquisition Corp.
(a development stage company)

Notes to Financial Statements — (Continued)

Going concern basis of presntation — As indicated in the accompanying financial statements, at May 12, 2005, the Company had $82,500 in cash and a working capital deficiency of $11,000.

Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. Management’s plans to address this uncertainty through a Proposed Offering are discussed in Note C. There is no assurance that the Company’s plans to raise capital or to consummate an Acquisition will be successful or successful within the target business acquisition period. These factors, among others, raise substantial doubt about the Company’s ability to continue operations as a going concern. The accompanying financial statements do not include any adjustments that may result from the outcome of this uncertainty.

NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1]           Loss per common share:

Loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period.

[2]           Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

[3]           Income taxes:

Deferred income taxes are provided for the differences between the bases of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company recorded a deferred income tax asset for the tax effect of start-up costs and temporary differences, aggregating approximately $340. In recognition of the uncertainty regarding the ultimate amount of income tax benefits to be derived, the Company has recorded a full valuation allowance at May 12, 2005.

The effective tax rate differs from the statutory rate of 34% due to the increase in the valuation allowance.

F-8

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Coconut Palm Acquisition Corp.
(a development stage company)

Notes to Financial Statements — (Continued)

[4]           Offering costs:

Deferred offering costs consist principally of legal and underwriting fees incurred through May 12, 2005 that are related to the Proposed Offering and that will be charged to capital upon the receipt of the capital or charged to expense if not completed.

NOTE C — PROPOSED OFFERING

The Proposed Offering calls for the Company to offer for public sale up to 10,000,000 units (“Units”). Each Unit will consist of one share of the Company’s common stock and two warrants (“Warrants”). Each Warrant will entitle the holder to purchase from the Company one share of common stock at an exercise price of $5.00 commencing on the later of (a) one year from the effective date of the prospectus or (b) the completion of an Acquisition. The warrants will expire four years from the date of the prospectus. The Warrants will be redeemable at a price of $.01 per Warrant upon 30 days notice after the Warrants become exercisable, only in the event that the last sale price of the common stock is at least $8.50 per share for any 20 trading days within a 30 trading day period ending on the third day prior to the date on which notice of redemption is given.

NOTE D — NOTE PAYABLE TO FOUNDING STOCKHOLDER

On May 10, 2005, the Company issued a $75,000 unsecured promissory note to Royal Palm Capital Management, LLLP, an entity affiliated with the founding stockholder. The Note is non-interest bearing and is payable on the earlier of June 1, 2006 or the consummation of the Proposed Offering. Due to the related party nature of the note, the estimated fair value of the note is not reasonably determinable.

NOTE E — RELATED PARTY TRANSACTION

The Company has agreed to pay Royal Palm Capital Management, LLLP, a fee of $7,500 per month for office space and general and administrative services from the effective date of the Proposed Offering through the effective date of the acquisition of a target business.

F-9

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Coconut Palm Acquisition Corp.
(a development stage company)

Notes to Financial Statements — (Continued)

NOTE F — COMMITMENTS AND OTHER MATTERS

The Company has a commitment to pay an underwriting discount of 7% of the public offering price to the representatives of the underwriters at the closing of the offering.

The Company has agreed to sell to the representatives of the underwriters an option to purchase up to a total of 1,000,000 units at $7.50 per unit. The units issuable upon exercise of this option are identical to the Units in the Proposed Offering except that the warrants included in the option have an exercise price of $5.90.

NOTE G — OFFICERS AND DIRECTORS

On May 18, 2005, the Company’s officers and directors agreed with representatives of the underwriters that after this offering is completed and within the first forty day period after the separate trading of warrants has commenced, they or certain of their affiliates or designees collectively will purchase up to 2,000,000 warrants in the public marketplace at prices not to exceed $0.70 per warrant. They further agreed that any warrants purchased by them or its affiliates or designees will not be sold or transferred until the completion of an acquisition.

F-10

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Until __________ __, 2005, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.      No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful			COCONUT PALM ACQUISITION CORP. $60,000,000 10,000,000 Units

 

TABLE OF CONTENTS			PROSPECTUS
	Page
Prospectus Summary	1
Summary Financial Data	8
Risk Factors	9
Use of Proceeds	20
Dilution	22
Capitalization	24
Management’s Discussion and Analysis
of Financial Condition and Results of Operations	25
Proposed Business	27
Management	38
Principal Stockholders	43
Certain Transactions	45
Description of Securities	46
Underwriting	51
Legal Matters	56
Experts	56
Where You Can Find Additional Information	56
Index to Financial Statements	F-1		_________ __, 2005

 

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

     The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:

	Initial Trustees’ fee		$	1,000.00	(1)
	SEC Registration Fee			23,928.41
	NASD filing fee			20,830.01
	Accounting fees and expenses			25,000.00
	Printing and engraving expenses			60,000.00
	Directors & Officers liability insurance premiums			75,000.00	(2)
	Legal fees and expenses			300,000.00
	Blue sky services and expenses			50,000.00
	Miscellaneous			69,241.58	(3)
	Total		$	625,000.00

(1) In addition to the initial acceptance fee that is charged by Continental Stock Transfer & Trust Company, as trustee, the registrant will be required to pay to Continental Stock Transfer & Trust Company annual fees of $3,000 for acting as trustee, $4,800 for acting as transfer agent of the registrant’s common stock, $2,400 for acting as warrant agent for the registrant’s warrants and $1,800 for acting as escrow agent.

(2) This amount represents the approximate amount of director and officer liability insurance premiums the registrant anticipates paying following the consummation of its initial public offering and until it consummates a business combination.

(3) This amount represents additional expenses that may be incurred by the Company in connection with the offering over and above those specifically listed above, including distribution and mailing costs.

Item 14. Indemnification of Directors and Officers.

     Our certificate of incorporation provides that all directors, officers, employees and agents of the registrant shall be entitled to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law.

     Section 145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth below.

     “Section 145. Indemnification of officers, directors, employees and agents; insurance.

     (a)      A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another

II-1

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corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

     (b)      A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

     (c)      To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

     (d)      Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

     (e)      Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses

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(including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

     (f)      The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

     (g)      A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

     (h)      For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

     (i)      For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

     (j)      The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

     (k)      The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).”

     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in

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the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

     Paragraph B of Article Eighth of our certificate of incorporation provides:

     “The Corporation, to the full extent permitted by Section 145 of the GCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby.”

     Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the Underwriters and the Underwriters have agreed to indemnify us against certain civil liabilities that may be incurred in connection with this offering, including certain liabilities under the Securities Act.

Item 15. Recent Sales of Unregistered Securities.

     (a)      During the past three years, we sold the following shares of common stock without registration under the Securities Act:

	Stockholders		Number of Shares
	RPCP Investments, LLLP		2,500,000

     Such shares were issued on April 29, 2005 in connection with our organization pursuant to the exemption from registration contained in Section 4(2) of the Securities Act because they were sold to an accredited entity. The shares issued to the entity above were sold for an aggregate offering price of $25,000 at a purchase price of approximately $0.01 per share. No underwriting discounts or commissions were paid with respect to such sales.

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Item 16. Exhibits and Financial Statement Schedules.

     (a) The following exhibits are filed as part of this Registration Statement:

Exhibit No.		Description
1.1		Form of Underwriting Agreement.
1.2		Form of Selected Dealers Agreement.
3.1		Certificate of Incorporation.
3.2		By-laws.
4.1		Specimen Unit Certificate.
4.2		Specimen Common Stock Certificate.
4.3		Specimen Warrant Certificate.
4.4		Form of Unit Purchase Option to be granted to Representative.
4.5		Form of Warrant Agreement between Continental Stock Transfer & Trust
		Company and the Registrant.
5.1		Opinion of Graubard Miller.
10.1		Letter Agreement among the Registrant, Morgan Joseph & Co. Inc.,
		EarlyBirdCapital, Inc. and RPCP Investments, LLLP.
10.2		Letter Agreement among the Registrant, Morgan Joseph & Co. Inc.,
		EarlyBirdCapital, Inc. and Richard C. Rochon.
10.3		Letter Agreement among the Registrant, Morgan Joseph & Co. Inc.,
		EarlyBirdCapital, Inc. and Stephen J. Ruzika.
10.4		Letter Agreement among the Registrant, Morgan Joseph & Co. Inc.,
		EarlyBirdCapital, Inc. and Jack I. Ruff.
10.5		Letter Agreement among the Registrant, Morgan Joseph & Co. Inc.,
		EarlyBirdCapital, Inc. and Mario B. Ferrari.
10.6		Letter Agreement among the Registrant, Morgan Joseph & Co. Inc.,
		EarlyBirdCapital, Inc. and Robert C. Farenhem.
10.7		Form of Investment Management Trust Agreement between Continental Stock
		Transfer & Trust Company and the Registrant.
10.8		Form of Stock Escrow Agreement between the Registrant, Continental Stock

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	Transfer & Trust Company and Existing Stockholder.
10.9	Promissory Note, dated as of May 10, 2005, issued to Royal Palm Capital
	Management, LLLP.
10.10	Form of Registration Rights Agreement among the Registrant and the Investors.
10.11	Warrant Purchase Agreement dated May 18, 2005 among Morgan Joseph & Co. Inc. and each
	of Richard C. Rochon, Stephen J. Ruzika, Jack I. Ruff, Mario B. Ferrari and Robert C.
	Farenhem.
10.12	Form of Letter Agreement between Royal Palm Capital Management, LLLP
	and Registrant regarding administrative support.
23.1	Consent of Eisner LLP.
23.2	Consent of Graubard Miller (included in Exhibit 5.1).
24	Power of Attorney (included on signature page of this Registration Statement).

Item 17. Undertakings.

     (a)      The undersigned registrant hereby undertakes:

            (1)      To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

                    i.      To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

                    ii.      To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

                    iii.      To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

            (2)      That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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            (3)      To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (b)      The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

     (c)      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

     (d)      The undersigned registrant hereby undertakes that:

            (1)      For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

     (2)      For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 19th day of May, 2005.

		COCONUT PALM ACQUISITION CORP.
	By:		/s/ Richard C. Rochon
			Richard C. Rochon
			Chairman of the Board and Chief Executive Officer
			(Principal Executive Officer and
			Principal Accounting and Financial Officer)

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard C. Rochon his true and lawful attorney-in-fact, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name			Position	Date
/s/ Richard C. Rochan			Chairman of the Board and Chief	May 19, 2005
Richard C. Rochan			Executive Officer (Principal Executive
			Officer and Principal Accounting and
			Financial Officer)
/s/ Stephen J. Ruzika			Vice Chairman	May 19, 2005
Stephen J. Ruzika
/s/ Jack I. Ruff			Vice President and Director	May 19, 2005
Jack I. Ruff
/s/ Mario B. Ferrari			Vice President and Director	May 19, 2005
Mario B. Ferrari
/s/ Robert C. Farenhem			Vice President, Secretary and	May 19, 2005
Robert C. Farenhem			Director

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