SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
                                   (Mark One)
[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

      For the quarterly period ended            September 30, 2002
                                                ______________________

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

    For the transition period from                  to
                                     _________              _________

                          Commission File No. 811-08469

                               ACORN HOLDING CORP.
        _________________________________________________________________
        (Exact name of small business issuer as specified in its charter)

            Delaware                                  59-2332857
--------------------------------------------------------------------------------
(State or other jurisdiction of                   (IRS Employer Identifi-
incorporation or organization)                         cation No.)

               599 Lexington Avenue, New York, New York 10022-6030

--------------------------------------------------------------------------------
         (Address of principal executive offices)                     (Zip code)

Issuer's telephone number, including area code         (212) 536-4089
                                                            ____________________
                                       N/A
--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter  period that the issuer was required to file such  reports) and
(2) has been subject to such filing  requirements for the past 90 days.

                Yes             X       No
                        _____________           ____________

APPLICABLE ONLY TO CORPORATE ISSUERS:  State the number of shares outstanding of
each of the  issuer's  classes of common  equity,  as of the latest  practicable
date:  1,573,942 shares of common stock, $.01 par value, as of November 14, 2002
(which reflects the two-for-five reverse stock split effective April 19, 1999).

<PAGE>


                      Acorn Holding Corp. and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS


                                                   September 30,   December 31,

                                                        2002          2001
                                                   ------------    ------------
       ASSETS                                       (Unaudited)

CURRENT ASSETS
   Cash and cash equivalents                       $    848,460    $  1,476,244
   Investment securities                                 14,964          16,360
   Accounts receivable - trade                           62,442         147,316
   Inventories                                        2,005,015       2,135,351
   Prepaid expenses                                      61,583          30,284
                                                   ------------    ------------
       Total current assets                           2,992,464       3,805,555
                                                   ------------    ------------
MACHINERY AND EQUIPMENT, net of accumulated
   depreciation of $2,033,349 as of September 30,
   2002 and $1,684,469 as of December 31, 2001        2,850,171       2,605,481
                                                   ------------    ------------
OTHER ASSETS
   Other investments                                      9,108           9,108
   Deposits                                              28,000               -
   Goodwill                                                   -          42,767
   Deferred income tax asset                                  -       1,236,718
                                                   ------------    ------------
                                                         37,108       1,288,593
                                                   ------------    ------------
                                                   $  5,879,743    $  7,699,629
                                                   ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                $    127,196    $    128,779
   Accrued expenses
     Deferred compensation                              725,963         524,006
     Other                                               89,960         197,765
   Due to bank                                          200,000               -
                                                   ------------    ------------
       Total current liabilities                      1,143,119         850,550
                                                   ------------    ------------
STOCKHOLDERS' EQUITY
   Common stock                                          15,856          16,273
   Additional paid-in capital                        11,786,229      11,847,860
   Accumulated deficit                               (7,055,214)     (4,957,776)
   Accumulated other comprehensive income                 3,374           4,770
                                                   ------------    ------------
                                                      4,750,245       6,911,127
   Treasury stock, at cost                              (13,621)        (62,048)
                                                   ------------    ------------
       Total stockholders' equity                     4,736,624       6,849,079
                                                   ------------    ------------
                                                   $  5,879,743    $  7,699,629
                                                   ============    ============

The accompanying notes are an integral part of these statements.


                                       2
<PAGE>


                                     Acorn Holding Corp. and Subsidiaries

                                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                                 (Unaudited)

<TABLE>
<CAPTION>

                                              Three months ended                   Nine months ended
                                      -------------------------------       --------------------------------
                                                 September 30,                       September 30,
                                          2002              2001                2002                2001
                                      ------------       ------------       ------------        ------------
<S>                                   <C>                <C>                <C>                 <C>

Net sales                             $   887,903        $   988,802        $ 3,127,331         $ 4,674,722
                                      ------------       ------------       ------------        ------------

Costs and expenses
   Cost of sales                          974,453            906,006          2,864,555           3,553,850
   Selling, general and
   administrative                         350,525            372,653          1,103,849           1,249,495
                                      ------------       ------------       ------------        ------------
                                        1,324,978          1,278,659          3,968,404           4,803,345
                                      ------------       ------------       ------------        ------------
Operating profit (loss)                  (437,075)          (289,857)          (841,073)           (128,623)
                                      ------------       ------------       ------------        ------------

Other income
   Interest (expense) income                 (380)            14,027              5,060              41,576
                                      ------------       ------------       ------------        ------------
                                             (380)            14,027              5,060              41,576
                                      ------------       ------------       ------------        ------------

Loss before income tax expense           (437,455)          (275,830)          (836,013)            (87,047)

Income tax expense                      1,267,137             18,084          1,218,658              99,424
                                      ------------       ------------       ------------        ------------

Loss before cumulative effect
   of a change in accounting
   principle                           (1,704,592)          (293,914)        (2,054,671)           (186,471)

Cumulative effect of a change
   in accounting principle                      -                  -             42,767                   -
                                      ------------       ------------       ------------        ------------

Net loss                              $(1,704,592)       $  (293,914)       $(2,097,438)        $  (186,471)
                                      ============       ============       ============        ============
Loss per share before change in
   accounting principle (basic and
   diluted)                           $     (1.08)        $    (0.18)       $     (1.32)              (0.12)

Cumulative effect of change in
   accounting principle
   (basic and diluted)                $          -        $         -       $     (0.02)         $         -
                                      ------------       ------------       ------------        ------------
Loss per share before change in
   accounting principle (basic
   and diluted)                       $     (1.08)        $    (0.18)       $     (1.32)         $    (0.12)

Weighted average shares outstanding
   - basic                              1,578,500          1,595,742          1,584,400            1,599,009
                                      ============       ============       ============        ============
Weighted average shares outstanding
   - diluted                            1,578,500          1,595,742          1,584,400            1,599,009
                                      ============       ============       ============        ============

The accompanying notes are an integral part of these statements.

</TABLE>
                                                      3

<PAGE>

<TABLE>

                                                Acorn Holding Corp. and Subsidiaries

                                      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                                      AND COMPREHENSIVE INCOME

                                       From January 1, 2002 to September 30, 2002 (Unaudited)

<CAPTION>

                                                                                         Accumulated
                                                          Additional                        other
                                             Common        paid-in        Accumulated   comprehensive   Treasury
                                              stock        capital          deficit        income        stock          Total
                                             -------     -----------     ------------   -------------  ---------    -----------
<S>                                         <C>          <C>             <C>              <C>          <C>           <C>

Balance at January 1, 2002                  $16,273      $11,847,860     $(4,957,776)     $ 4,770      $(62,048)     $6,849,079

Comprehensive income (loss)

   Net loss                                                               (2,097,438)                                (2,097,438)

   Net unrealized loss on investments
     in securities available-for-sale                                                      (1,396)                       (1,396)
                                                                                                                     -----------

   Total comprehensive loss                                                                                          (2,098,834)
                                                                                                                     -----------

Treasury shares purchased                                                                               (13,621)        (13,621)

Treasury shares retired                        (417)         (61,631)                                    62,048               -
                                             -------     -----------     ------------   -------------  ---------    -----------

Balance at  September 30, 2002              $15,856      $11,786,229     $(7,055,214)     $ 3,374      $(13,621)     $4,736,624
                                            ========     ===========     ============     ===========  =========     ==========

The accompanying notes are an integral part of this statement.

</TABLE>

                                                                 4
<PAGE>

<TABLE>

                              Acorn Holding Corp. and Subsidiaries

                             CONSOLIDATED STATEMENTS OF CASH FLOWS

                                Nine months ended September 30,
                                          (Unaudited)


                                                                    2002           2001
                                                               ------------   ------------
<S>                                                            <C>            <C>
 Cash flows from operating activities
   Net loss                                                    $(2,097,438)   $  (186,471)
   Adjustments to reconcile net income to net cash
       provided by (used in) operating activities
     Depreciation and amortization                                 348,880        336,069
     Deferred income taxes                                       1,236,718         84,299
     Non-cash charge due to change in accounting principle          42,767              -
     (Increase) decrease in assets
       Accounts receivable                                          84,874        206,471
       Inventories                                                 130,336        375,882
       Prepaid expenses and other assets                           (31,299)       (26,223)
     Increase (decrease) in liabilities
       Accounts payable                                             (1,583)      (190,126)
       Accrued expenses - deferred compensation                    201,957        184,959
       Accrued expenses - other                                   (107,805)         7,014
       Deferred income                                                   -       (225,000)
                                                               ------------   ------------
         Net cash (used in) provided by operating activities      (192,593)       566,874
                                                               ------------   ------------

Cash flows from investing activities
   Purchase of machinery and equipment, including deposits        (621,570)      (224,225)
   Proceeds from redemption of investments                               -        197,878
   Note receivable payments received                                     -         40,000
                                                               ------------   ------------

         Net cash (used in) provided by investing activities      (621,570)        13,653
                                                               ------------   ------------
Cash flows from financing activities
   Proceeds from line of credit                                    200,000              -
   Purchase of treasury stock                                      (13,621)       (18,854)
                                                               ------------   ------------

         Net cash provided by (used in) financing activities       186,379        (18,854)
                                                               ------------   ------------

         NET (DECREASE) INCREASE IN CASH AND
            CASH EQUIVALENTS                                      (627,784)       561,673

Cash and cash equivalents at beginning of period                 1,476,244      1,012,124
                                                               ------------   ------------

Cash and cash equivalents at end of period                     $   848,460    $ 1,573,797
                                                               ============   ============

The accompanying notes are an integral part of these statements.

</TABLE>

                                               5
<PAGE>


                      Acorn Holding Corp. and Subsidiaries

             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

                               September 30, 2002

                                   (Unaudited)



NOTE A - ORGANIZATION AND PURPOSE

Acorn  Holding  Corp.  (Acorn) was  incorporated  under the laws of the State of
Delaware on September 8, 1983. Acorn is a holding company for it's  wholly-owned
subsidiaries,  Recticon Enterprises,  Inc. (Recticon) and Automotive Industries,
Inc.  (Automotive).   Recticon  is  organized  to  engage  in  the  business  of
manufacturing and processing of silicon wafers for the semi conductor  industry.
Automotive is an inactive subsidiary.

NOTE B - BASIS OF PRESENTATION

Interim financial  statements  reflect all adjustments which are, in the opinion
of management, necessary to a fair statement of the results for the periods. The
2001  balance  sheet has been  derived  from the  audited  financial  statements
contained in the 2001 Annual Report to  Stockholders.  These  interim  financial
statements  conform with the requirements for interim  financial  statements and
consequently do not include all the disclosures  normally required by accounting
principles  generally accepted in the United States of America.  The results for
the nine months ended September 30, 2002 are not  necessarily  indicative of the
results to be  expected  for the full  year.  Reporting  developments  have been
updated where appropriate.

NOTE C - RECENT ACCOUNTING PRONOUNCEMENTS

On July 20,  2001,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement  of  Financial   Accounting   Standards  (SFAS)  No.  141,   "Business
Combinations",  and SFAS No. 142, "Goodwill and Intangible Assets". SFAS No. 141
eliminates  the use of the pooling  method of accounting and requires the use of
purchase accounting for all business combinations initiated after June 30, 2001.
It also provides guidance on purchase  accounting  related to the recognition of
intangible  assets  separate from goodwill.  SFAS No. 142 changes the accounting
for goodwill from an amortization method to an impairment-only  approach.  Under
SFAS  No.  142,  goodwill  will  be  tested  annually  and  whenever  events  or
circumstances occur indicating that goodwill might be impaired. SFAS No. 141 and
SFAS No. 142 are effective for all business  combinations  completed  after June
30, 2001.

As of December 31,  2001,  the  beginning of fiscal 2002,  the Company no longer
amortizes  goodwill.  The Company's  goodwill is subject to an annual impairment
test,  using a  two-step  process.  If  impairment  losses  are  required  to be
recognized  upon  the  initial  application  of this  statement,  they  would be
accounted for as a cumulative effect of the change in accounting principles. The
Company has  completed  the  transitional  impairment  tests  prescribed  by the
Statement,  with goodwill impairment recorded during the third quarter and as of
January 1, 2002. (See Note D, Change in Accounting Principle)

In August  2001,  the FASB issued  SFAS 143,  "Accounting  for Asset  Retirement
Obligations".  SFAS No. 143 applies to all  entities,  including  rate-regulated
entities  that  have  legal  obligations  associated  with the  retirement  of a
tangible  long-lived  asset  that  result  from  acquisition,  constructions  or
development and (or) normal operations of the long- lived asset. The application
of this Statement is not limited to certain specialized industries,  such as the

                                       6
<PAGE>

                                   (Continued)


                      Acorn Holding Corp. and Subsidiaries

       NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2002

                                   (Unaudited)



NOTE C - RECENT ACCOUNTING PRONOUNCEMENTS - Continued

extractive or nuclear industries. This Statement also applies, for example, to a
company that  operates a  manufacturing  facility and has a legal  obligation to
dismantle the manufacturing plant and restore the underlying land when it ceases
operation of that plant. A liability for an asset retirement  obligation  should
be recognized if the  obligation  meets the definition of a liability and can be
reasonably  estimated.  The initial  recording should be at fair value. SFAS No.
143 is effective  for  financial  statements  issued for fiscal years  beginning
after June 15, 2002, with earlier application encouraged.  The provisions of the
Statement are not expected to have a material impact on the financial  condition
or results of operations of the Company.

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal of Long-Lived Assets".  SFAS No. 144 retains the existing  requirements
to recognize and measure the impairment of long-lived assets to be held and used
or to be disposed of by sale.  However,  SFAS No. 144 makes changes to the scope
and certain measurement  requirements of existing accounting guidance.  SFAS No.
144 also  changes  the  requirements  relating  to  reporting  the  effects of a
disposal  or  discontinuation  of a  segment  of a  business.  SFAS  No.  144 is
effective  for  financial  statements  issued for fiscal years  beginning  after
December 15, 2001 and interim periods within those fiscal years. The adoption of
this Statement did not have a significant  impact on the financial  condition or
results of operations of the Company.

In April 2002,  SFAS No. 145,  "Rescission of FASB Statements Nos. 4, 44 and 64,
Amendment of FASB No. 13, and Technical  Correction",  was issued. This standard
changes the accounting principles governing  extraordinary items by, among other
things, providing more definitive criteria for extraordinary items by clarifying
and, to some extent, modifying the existing definition and criteria,  specifying
disclosure for extraordinary  items and specifying  disclosure  requirements for
other unusual or infrequently  occurring  events and  transactions  that are not
extraordinary  items. SFAS No. 145 is effective for financial  statements issued
for fiscal years  beginning after June 15, 2002. The provisions of the Statement
are not expected to have a material impact on the financial condition or results
of operations of the Company.

In July 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities"  (SFAS 146).  SFAS 146 requires  companies to
recognize  costs  associated  with  exit or  disposal  activities  when they are
incurred  rather than at the date of a commitment  to an exit or disposal  plan.
SFAS 146 is effective  prospectively for exit and disposal activities  initiated
after  December  31,  2002.  As the  provisions  of SFAS  146 are to be  applied
prospectively  after adoption  date, the Company cannot  determine the potential
effects that the adoption of SFAS 146 will have on its financial statements.


                                       7
<PAGE>


                      Acorn Holding Corp. and Subsidiaries

       NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2002

                                   (Unaudited)


NOTE D - CHANGE IN ACCOUNTING PRINCIPLE

Effective  January 1, 2002, we adopted SFAS 142,  "Goodwill and Other Intangible
Assets." In connection with the adoption, we discontinued  approximately $85,500
in annual  amortization  of goodwill.  SFAS 142 also requires  companies to test
intangibles  for  impairment  on an annual  basis.  The Company  performed  it's
transitional  testing under SFAS 142  pertaining to its  evaluation of goodwill,
and determined  that there was an impairment  issue.  The impairment of $42,767,
was  recorded as a  cumulative  effect of a change in  accounting  principle  as
proscribed by SFAS 142.

Under the provisions of SFAS 142, the Company was required to complete the first
phase of the goodwill transitional impairment test within six months of adopting
the new  standard or by June 30,  2002 and the final  phase of the  transitional
test before the end of the year of adoption,  or December 31, 2002.  The Company
reviewed  the  value of it's  subsidiary,  Recticon  and  determined  due to the
continued  decline in earnings and the need for increasing  sales to secure long
term  liquidity,  that there was an  impairment  loss of  $42,767.  This  charge
represented a complete write-off of the remaining  goodwill  associated with the
acquisition of Recticon.

The following  schedule  reconciles the net loss for 2001 to comparable  amounts
for 2002 as a result  of the  elimination  of  amortization  of  goodwill  as of
January 1, 2002:

                                  Three months ended       Nine months ended
                                     September 30,           September 30,
                                  ---------------------   ---------------------
                                   2002        2001        2002        2001
                                  ---------   ---------   --------    ---------
   Net loss                      $(431,562)  $(293,914)  $(761,855)  $(186,471)
   Add amortization of goodwill         -       21,382          -       42,767
                                  ---------   ---------   ---------   ---------
   Reconciled loss               $(431,562)  $(272,532)  $(761,855)  $(122,325)
                                  =========   =========   =========   =========

The total impairment charge is considered a change in accounting principle,  and
the  cumulative  effect of adopting SFAS 142 on our first  quarter's  results is
provided below:

                                                                      Basic and
diluted
                                                                        loss per
                                                                        --------
share
-----

   Net loss as reported for the three months ended
     March 31, 2002                 $
                                                         $(154,238)      (0.10)
   Less: cumulative effect of change in accounting
     principle                                              42,767       (0.02)
                                                          ---------   ---------
   Adjusted to include impairment charge                 $(197,005)      (0.12)
                                                          =========   =========


                                       8
<PAGE>


                      Acorn Holding Corp. and Subsidiaries

       NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2002

                                   (Unaudited)



NOTE E - INCOME TAX VALUATION ALLOWANCE

Management  believes  due to a  decline  in  profitability  of  it's  subsidiary
Recticon,  it appears doubtful that the Company will be able to utilize it's net
operating loss  carryforwards  in the reasonably  near future.  Accordingly  the
Company has  established a valuation  allowance to fully offset the deferred tax
asset.

                                       9
<PAGE>


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS

     Sales  for the  three-month  period  ended  September  30,  2002  decreased
$100,899 from the three-month  period ended September 30, 2001,  while sales for
the nine-month  period ended  September 30, 2002 decreased  $1,547,391  from the
nine-month period ended September 30, 2001. The Company had an operating loss of
$437,075 for the three-months  ended September 30, 2002 and an operating loss of
$841,073  for the  nine-months  ended  September  30,  2002,  as  compared to an
operating loss of $289,857 and an operating loss of $128,623, respectively, over
the comparable prior year periods.

     The  principal  reason  for  the  decrease  in  profitability  was due to a
decreased demand for the Company's products. Due to the economic slowdown in the
industry, the outlook for the next several months continues to remain poor.

     The  business  in which the  Company is engaged is highly  competitive  and
cyclical in nature.  Based on cost cutting and compensation  deferrals measures,
and  assuming  such  deferrals  and the  Company's  credit  arrangements  remain
operative,  of which no assurance can be given,  and further assuming no further
deterioration  in the business,  of which no assurance can be given, the Company
believes  it has  sufficient  short-term  liquidity,  from  its cash on hand and
credit  arrangements.  However,  the  Company's  long  term  liquidity  will  be
dependent  on an increase in sales so that the  Company can  generate  cash flow
from operations.

SUMMARY OF CRITICAL ACCOUNTING POLICIES

REVENUE RECOGNITION

     The Company ships products to customers based on FOB shipping point, and as
such recognizes sales on the date of shipment.

VALUATION OF INVENTORY

     The Company's  inventories are stated at the lower of cost or market.  Cost
is determined by the first-in, first-out method.

     From  time to time in both  written  reports  and  oral  statements  by the
Company's senior  management,  we may express our expectations  regarding future
performance by the Company.  These  "forward-looking  statements" are inherently
uncertain,  and investors  must recognize that events could turn out to be other
than what senior management expected.

ITEM 3.     CONTROLS AND PROCEDURES

     The management of the Company, including Stephen A. Ollendorff as Chairman
and Chief Executive Officer and Larry V. Unterbrink as Treasurer, have evaluated
the Company's disclosure controls and procedures. Under rules promulgated by the
Securities and Exchange Commission, disclosure controls and procedures are
defined as those "controls or other procedures of an issuer that are designed to
ensure that information required to be disclosed by the issuer in the reports
filed or submitted by it under the [Securities Exchange] Act is recorded,
processed, summarized and reported, within the time periods specified in the
Commission's rules and forms." Based on the evaluation of the Company's
disclosure controls and procedures, Messrs. Ollendorff and Unterbrink determined
that such controls and procedures were effective as of September 16, 2002, the
date of the conclusion of the evaluation. There were no significant changes in
the Company's internal controls or in other factors that could significantly
affect these controls between September 16, 2002, the date of the conclusion of
the evaluation of disclosure controls and procedures, and the date of this
report.

                                       10
<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

  (a) Exhibits

      99.1  Certification  of the Chief Executive  Officer Pursuant to 18 U.S.C.
            Section   1350,   as  adopted   pursuant   to  Section  906  of  the
            Sarbanes-Oxley Act of 2002.

      99.2  Certification  of the  Principal  Financial and  Accounting  Officer
            Pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to Section
            906 of the Sarbanes-Oxley Act of 2002.

  (b) Reports on Form 8-K:

     There  were no reports on Form 8-K filed by the  Company  filed  during the
quarter ended September 30, 2002.


                                       11
<PAGE>


                                  CERTIFICATION

I, Stephen A. Ollendorff, certify that:

     1.  I have reviewed this quarterly report on Form 10-QSB of Acorn Holding
         Corp.;

     2.  Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

     4.  The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         a. designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including it's
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b. evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c. presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

     1.  The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors:

         a. all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b. any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

     2.  The registrant's other certifying officer and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

Date: November 14, 2002

                                       /s/ Stephen A. Ollendorff
                                       ------------------------------------
                                       Stephen A. Ollendorff
                                       Chairman and Chief Executive Officer


                                       12
<PAGE>

                                  CERTIFICATION

I, Larry V. Unterbrink, certify that:

     1.  I have reviewed this quarterly report on Form 10-QSB of Acorn Holding
         Corp.;

     2.  Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

     4.  The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         a. designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b. evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c. presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

     5.  The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors:

         a. all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b. any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

     6.  The registrant's other certifying officer and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

Date: November 14, 2002


                                       /s/Larry V. Unterbrink
                                       ----------------------
                                       Larry V. Unterbrink
                                       Treasurer


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<PAGE>

                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                            ACORN HOLDING CORP.



Date: November 14, 2002

                                            Larry V. Unterbrink
                                            ----------------------------------
                                            (Principal Financial and
                                            Accounting Officer)




                                            Stephen A. Ollendorff
                                            ----------------------------------
                                            Chairman, Chief Executive Officer,
                                            and Secretary


                                       14