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SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-QSB
  þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For
the quarterly period ended September 30, 2004
 o
    
    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.
  Delaware
    
    59-2332857(State or other jurisdiction of
    
    (IRS Employer Identifi-incorporation or organization)
    
    cation No.)2618 York Avenue, Minden, LA
    
    71055(Address of principal executive offices)
    
    (Zip code)
 (318) 382-4574
  
   o þ
  þ o




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TABLE OF CONTENTS  ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONITEM 3. CONTROLS AND PROCEDURESPART II OTHER INFORMATIONITEM 6. EXHIBITSSIGNATURESCertification by the CEO Pursuant to Rule 13a-14(a)Certification by the CFO Pursuant to Rule 13a-14(a)Certification of the CEO Pursuant to Section 906Certification of the Principal Financial and Accounting Officer Pursuant to Section 906    Table of Contents  ACORN HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET AS OF
SEPTEMBER 30, 2004
(UNAUDITED)
 2004ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    292,711Total assets
    
    $
    292,711LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable
    
    $
    9,598Total current liabilities
    
    
    9,598STOCKHOLDERS EQUITYCommon stock, $0.01 par value, 20,000,000 shares
authorized, 1,573,946 shares issued and outstanding
    
    
    15,739Additional paid-in capital
    
    
    11,772,377Accumulated deficit
    
    
    (11,505,003
    )Total stockholders equity
    
    
    283,113$
    292,711
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ACORN HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2004
    
    
    2003
    
    
    2004
    
    
    2003Net sales
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Costs of Sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gross (loss) profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Selling, general and administrative
    
    
    6,370
    
    
    
    (884,846
    )
    
    
    42,950
    
    
    
    (533,782
    )(Loss)
Income from operations
    
    
    (6,370
    )
    
    
    884,846
    
    
    
    (42,950
    )
    
    
    533,782Other income (expense)Interest income / (expense)
    
    
    574
    
    
    
    167
    
    
    
    1,262
    
    
    
    1,655Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Other Income (Expense)
    
    
    574
    
    
    
    167
    
    
    
    1,262
    
    
    
    1,655(Loss) Income from continuing operation
    
    
    (5,796
    )
    
    
    885,013
    
    
    
    (41,688
    )
    
    
    535,437Discountinued operationsOperations of discontinued component
    
    
    
    
    
    
    (351,885
    )
    
    
    
    
    
    
    (1,082,555
    )Loss on liquidation of assets
    
    
    
    
    
    
    (42,440
    )
    
    
    
    
    
    
    (3,236,417
    )Loss on
discontinued operations
    
    
    
    
    
    
    (394,325
    )
    
    
    
    
    
    
    (4,318,972
    )
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Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2004
    
    
    2003
    
    
    2004
    
    
    2003Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net Income
(Loss)
    
    $
    (5,796
    )
    
    $
    490,688
    
    
    $
    (41,688
    )
    
    $
    (3,783,535
    )Income (Loss) per share (basic and diluted) from continued operations
    
    $
    (0.00
    )
    
    $
    0.56
    
    
    $
    (0.03
    )
    
    $
    0.34Loss per share (basic and diluted) from discontinued
operations
    
    
    
    
    
    $
    (0.25
    )
    
    
    
    
    
    $
    (2.74
    )Income (Loss) per share (basic and diluted)
    
    $
    (0.00
    )
    
    $
    0.31
    
    
    $
    (0.03
    )
    
    $
    (2.40
    )Weighted average shares outstanding  basic and diluted
    
    
    1,573,946
    
    
    
    1,573,946
    
    
    
    1,573,946
    
    
    
    1,573,946
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ACORN HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(UNAUDITED)
 September 30,2004
    
    
    2003Cash flows from operating activitiesNet (loss)
    
    $
    (41,688
    )
    
    $
    (3,783,535
    )Adjustments to reconcile net (loss) to net cash
(used in) operating activitiesDepreciation and amortization
    
    
    
    
    
    
    249,282Loss on investments
    
    
    
    
    
    
    8,796Loss on Liquidation of Assets
    
    
    
    
    
    
    3,236,417Forgiveness of Accrued Compensation
    
    
    
    
    
    
    (Increase) decrease in assetsAccounts receivable
    
    
    
    
    
    
    106,548Inventories
    
    
    
    
    
    
    219,747Prepaid expenses and other assets
    
    
    
    
    
    
    (19,689
    )Increase (decrease) in liabilitiesAccounts payable
    
    
    4,301
    
    
    
    (103,558
    )Accrued expenses
    
    
    
    
    
    
    (666,143
    )Net cash used in operating activities
    
    
    (37,387
    )
    
    
    (752,135
    )Cash flows from investing activitiesSales Proceeds of machinery and equipment
    
    
    
    
    
    
    1,026,462Proceeds from redemption of securities
    
    
    
    
    
    
    11,902Net cash provided by investing activities
    
    
    
    
    
    
    1,038,364Cash flows from financing activitiesRepayment of line of credit
    
    
    
    
    
    
    (375,000
    )Net cash used in financing activities
    
    
    
    
    
    
    (375,000
    )NET DECREASE IN CASH AND
CASH EQUIVALENTS
    
    
    (37,387
    )
    
    
    (88,771
    )Cash and cash equivalents at beginning of year
    
    
    330,098
    
    
    
    753,785Cash and cash equivalents at end of year
    
    $
    292,711
    
    
    $
    665,014Supplemental disclosure of cash flow information
Cash paid for interest expense
    
    $
    
    
    
    $
    9,822
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ACORN HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
(UNAUDITED)
 NOTE 1
    
    ORGANIZATION AND PURPOSE
  NOTE 2
    
    BASIS OF PRESENTATION
  NOTE 3
    
    ACCOUNTING POLICIES
 (A) Use of Estimates
  (B) Cash and Cash
Equivalents
  (C) Income
(Loss) Per Share
  (D) Income Taxes
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ACORN HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
(UNAUDITED)
  (E) Concentration of Credit Risk
  (F) Business Segments
  (G) Recent Accounting Pronouncements
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ACORN HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
(UNAUDITED)
  NOTE 4
    
    SUBSEQUENT EVENTS
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 Cautionary Statement Regarding Forward-Looking Statements
  Nature of the Companys Present Operation and Plan of Operation
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ITEM 3. CONTROLS AND PROCEDURES
  
 PART II
OTHER INFORMATION
 
 ITEM 6. EXHIBITS
 3.1
    
    Certificate of Incorporation as filed and recorded with the Secretary of State
of Delaware, as amended  incorporated by reference to Exhibit 3.1 to the Companys
Annual Report on Form 10-KSB for the year ended December 31, 1997.3.3
    
    Bylaws, as amended, effective November 7, 1996  incorporated by reference to
Exhibit 3 to the Companys Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1996.31.1
    
    Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) of the
Exchange Act (furnished herewith).31.2
    
    Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Rule 13a-14(a) of the Exchange Act (furnished herewith).32.1
    
    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 (furnished
herewith).32.2
    
    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 (furnished herewith).
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ACORN HOLDING CORP.Date: November 2, 2005/s/ Robert A. ZummoRobert A. ZummoChairman, President
and Chief Executive Officer
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