SecProbe.io

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Mail Stop 3561

								June 24, 2005

Richard C. Rochon, Chief Executive Officer
Coconut Palm Acquisition Corp
595 South Federal Highway
Suite 600
Boca Raton, Florida 33432

		RE:	Coconut Palm Acquisition Corp
			Registration Statement on Form S-1
			Filed:	5-20-05
      File No. 333-125105

Dear Mr. Rochon:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Prior to the effectiveness of your registration statement,
please
inform us that the amount of compensation allowable or payable to
the
Underwriters has received clearance by the NASD.

2. Tell us the factors you considered in determining to value this
offering at $60,000,000.  Have you identified or been provided
with
the identity of or had any direct or indirect contact with
potential
acquisition candidates?  If management, the directors, or any
affiliate, agent or other representative has already taken direct
or
indirect measures to locate a target business, or unaffiliated
entities have approached you with possible candidates, please
disclose this information or advise us supplementally.  Please
note
in particular that we are not seeking simply whether or not you
have
a specific business combination under consideration, as you
disclose
on the cover page, but are looking more to the type, nature and
results to date of any and all diligence, discussions,
negotiations
and/or other similar activities undertaken, whether directly by
the
company, an affiliate thereof, or an unrelated third party, with
respect to a business combination transaction involving the
company.
We may have further comment.
3. Provide disclosure with respect to the conversion rights to
discuss the relative benefits and financial advantages to
utilization
of such feature between the existing stockholders and the public
stockholders.  This disclosure should include, in part, an
analysis
and comparison of the financial consequences of the exercise of
the
conversion right when exercised by an existing stockholder as
compared to a public stockholder.  In this context, we note that:
(i)
the existing stockholders are allowed to make purchases of shares
in
both the offering and in the open market subsequent to the
offering;
(ii) there appears to be a disincentive for public stockholders to
exercise their conversion rights due to the fact that the amount
available to such stockholders (approximately $5.425 per share) is
virtually certain to be less than the purchase price paid for the
unit in the offering ($6.00); and (iii) there does not appear to
be a
corresponding disincentive for existing stockholders to exercise
their conversion rights since their existing shares have an
effective
purchase price of $0.01 per share and thus even after paying the
offering price and/or market price for the other shares acquired
after the date of the prospectus, the effective cost to the
existing
stockholders of their shares will be less than the conversion
price
of approximately $5.425 per share.  Similar disclosure should be
provided, as applicable, with respect to the shares held by the
Underwriters.  If our understanding is incorrect, please advise.
We
may have further comment.

Prospectus Cover Page
4. Does the disclosure relating to the underwriting discount and
commission take into consideration a cash fee payable to the
representatives of the underwriters that is equal to 1% of the
fair
market value of an initial business combination?  Revise or
advise.
5. Disclosure indicates that your search for prospective targets
will
not be limited to a particular industry yet you also indicate that
you will "focus your efforts on seeking a business combination
with
an operating company in the business and/or consumer services
sector."  In this regard, disclosure further indicates that you
might
focus on the following types of businesses:
a. customer service and relationship management services;
b. document storage, information and protection services;
c. hospitality and lodging services;
d. transaction and payment processing services;
e. insurance brokerage and agency services;
f. training and compliance services; and
g. outsourced business and employment services.

Tell us how management determined that it might focus on these
types
of companies.  To this extent, explain for us your use of the term
"attractive."
6. Disclosure indicates that you may "seek to effect business
combinations with more than one target business . . . ."  In light
of
the company`s requirement that any acquisition must be of a
company
with a fair market value equal to at least 80% of the company`s
net
assets, provide additional disclosure to clarify how the company
would be able to effectuate a business combination with more than
one
target business.
7. Expand the disclosure here related to the conflicts of interest
that result from the representatives of the underwriter having the
right to consent before the company can exercise its redemption
rights.

Conversion Rights for Stockholders Voting to Reject a Business
Combination
8. Disclosure here indicates that public stockholders who convert
their stock into their share of the trust fund will continue to
retain the right to exercise any warrants they may hold.  Describe
for us the purpose and rationale behind allowing these investors
to
retain their warrants.  We may have further comment.

Risk Factors
9. In the eleventh risk factor, disclose the method by which the
company determined that management would purchase up to 2,000,000
warrants in the after-market.  Also, clarify if this agreement to
purchase warrants is limited to the number disclosed.  If there is
no
limitation to the number of warrants management or its affiliates
may
purchase in the after market, then so disclose.

Proposed Business
10. To the extent that the company has prioritized the industry
segments with respect to preference, provide disclosure of such
preferences, including a discussion of the reasons for such
preferences.
11. Disclose, here and elsewhere as appropriate, whether you have
identified specific desired attributes for potential acquisition
candidates.  For example, what are the criteria you will take into
consideration in determining whether to combine with a potential
acquisition candidate?  Will the company utilize EBITDA?  Please
discuss the rationale behind the utilization of specific criteria.
Introduction
12. Revise to explain in greater detail the comparisons you make
regarding strategies employed by management with respect to Devcon
International Corp. and Sunair Electronics.

Effecting a Business Combination
13. We do not understand the disclosure that states "[s]ubject to
the
limitations that we have a fair market value of at least 80% of
our
net assets at the time of the acquisition  . . . ."  Clarify your
reference to "we."  It is our understanding that the target must
have
a fair market value of ay least 80% of your net assets at the time
of
acquisition.  Revise or advise.
14. Please provide the basis for your assertion that you "believe
that there are numerous acquisition candidates in each of the
segments of the business and/or consumer services sector that we
intend to target."
15. Disclosure indicates that your "officers and directors as well
as
their affiliates may also bring to our attention target business
candidates."  Disclose the means and methods by which your
officers
and directors, and their affiliates, may bring to your attention
potential acquisition candidates.  We may have further comment.
16. Disclosure in the fourteenth risk factor references the
possible
need for arrangement of third party financing.  Please disclose
here
or tell us whether you have taken any steps in furtherance of
securing third-party credit facilities.

Management
17. Please identify Mr. Rochon in the capacities in which he has
signed the registration statement.

Conflicts of Interest
18. Add disclosure addressing the pre-existing fiduciary duties or
contractual obligations that your officers and directors may have.

Description of Securities
19. Discuss, here and elsewhere in the prospectus as appropriate,
the
material factors that representatives of the underwriters will
consider in determining whether to allow the common stock and
warrants to begin trading separately prior to the 90th day after
the
date of the prospectus.  Also, disclose the circumstances under
which
the representatives may shorten the timeframe within which the
securities may begin separate trading.  We may have further
comment.

Redemption
20. Expand the disclosure relating to the rationale for requiring
the
stock to trade at $8.50 per share or more for any 20 trading days
within a 30 day trading period ending three business days before
you
send the notice of redemption.  Also, with a view toward
disclosure,
tell us supplementally whether or not there is a weekly trading
volume condition imposed on the company`s ability to redeem the
outstanding warrants.  To the extent there is, provide the reasons
and rationale behind this criterion for calling the warrants for
redemption.

Certain Transactions
21. Disclose whether the Board of Directors contemplates or plans
to
authorize a stock dividend.

Underwriting
22. Tell us whether Morgan Joseph, EarlyBird Capital, or any
members
of the underwriting syndicate will engage in any electronic offer,
sale or distribution of the shares and describe their procedures
to
us supplementally.  If you become aware of any additional members
of
the underwriting syndicate that may engage in electronic offers,
sales or distributions after you respond to this comment, promptly
supplement your response to identify those members and provide us
with a description of their procedures.  Briefly describe any
electronic distribution in the filing, and confirm, if true, that
the
procedures you will follow with respect to any electronic
distribution will be consistent with those previously described to
and cleared by the Office of Chief Counsel.
23. Tell us whether you or the underwriters have any arrangements
with a third party to host or access your preliminary prospectus
on
the Internet.  If so, identify the party and the website, describe
the material terms of your agreement, and provide us with a copy
of
any written agreement.  Provide us also with copies of all
information concerning your company or prospectus that has
appeared
on their website.  Again, if you subsequently enter into any such
arrangements, promptly supplement your response.
24. If the company or the underwriters intend to engage in a
directed
share program in conjunction with this offering, please describe
to
us the mechanics of how and when these shares were or will be
offered
and sold to investors in the directed share program for this
offering.  For example, tell us how the prospective recipients and
number of reserved shares is determined.  Tell us how and when the
company and underwriter notified or will notify the directed share
investors, including the types of communications used.  Discuss
the
procedures these investors must follow in order to purchase the
offered securities, including how and when any communications are
sent or received or funds are received by the underwriters or you.
How do the procedures for the directed share program differ from
the
procedures for the general offering to the public?  Provide us
with
copies of all written communications with prospective purchasers
about the directed share program.

Financial Statements

Note B - Summary of Significant Accounting Policies, page F-8
25. Revise Note B to state the company`s fiscal year end.

Note F - Commitments and Other Matters, page F-10
26. Please expand the discussion of the purchase option to
disclose
the significant terms, including the consideration to be paid by
the
underwriter and the net exercise feature contained in the option.
In
addition, please tell us how you intend to account for the
underwriter`s purchase option in your financial statements.
Explain
your basis for the proposed treatment and refer to EITF 00-19 and
other authoritative guidance.  As applicable, expand MD&A to
discuss
the transaction and any likely material effect on your future
financial condition and results of operations.

Part II - Information Not Required in Prospectus

Exhibits
27. Please file an executed version of Exhibit 10.10.

Exhibit 23.1
28. Please include an updated consent of the independent
accountant
with any amendment to the registration statement.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effec