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, 2003
                                          ----------------------

[ ]   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             No  x
   -----          -----


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 December 29, 2003
(which reflects the two-for-five reverse stock split effective April 19, 1999).


<PAGE>


                      Acorn Holding Corp. and Subsidiaries

                       CONSOLIDATED INTERIM BALANCE SHEETS


                                                   September 30,  December 31,
                                                       2003           2002
                                                 -------------    -------------
                                                   (Unaudited)
ASSETS

CURRENT ASSETS
   Cash and cash equivalents                    $    665,014       $    753,785
   Investment securities                                   0             14,230
   Accounts receivable - trade                             0            106,548
   Inventories                                             0          1,852,319
   Prepaid expenses                                        0             40,321
                                                 -----------        -----------

       Total current assets                          665,014          2,767,203
                                                 -----------        -----------

MACHINERY AND EQUIPMENT, net of accumulated
   depreciation of $2,136,798                              0          2,819,579
                                                 -----------        -----------

OTHER ASSETS - Other Investments                           0              9,108
                                                 -----------        -----------

       Total assets                             $    665,014       $  5,595.890
                                                 ===========        ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                             $      3,169       $    106,727
   Accrued expenses:
     Deferred Compensation                           198,297            858,383
     Other                                            87,890             93,947
   Line of credit                                          0            375,000
                                                 -----------        -----------

       Total current liabilities                     289,356          1,434,057
                                                 -----------        -----------

STOCKHOLDERS' EQUITY
   Common stock                                       15,739             15,856
   Additional paid-in capital                     11,772,377         11,786,229
   Accumulated deficit                           (11,412,458)        (7,628,923)
   Accumulated other comprehensive income                  0              2,640
                                                 -----------        -----------
                                                     375,658          4,175,802
   Treasury stock, at cost                                 0            (13,969)
                                                 -----------        -----------

       Total stockholders' equity                    375,658          4,161,833
                                                 -----------        -----------

                                                $    665,014       $  5,595,890
                                                 ===========        ===========

                                       2
<PAGE>

<TABLE>

                      Acorn Holding Corp. and Subsidiaries

                  CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
                                   (unaudited)

<CAPTION>

                                                       Three Months Ended       Nine Months Ended
                                                          SEPTEMBER 30,           SEPTEMBER 30,
                                                       -------------------    -------------------------
                                                        2003        2002        2003          2002
                                                      --------   ---------    --------   --------------
<S>                                                   <C>        <C>          <C>           <C>

Net sales                                             $        0 $         0  $         0   $         0
                                                       ---------    --------   ----------     ---------

Costs and expenses
   Cost of sales                                               0           0            0             0
   Selling, general and administrative                  (884,846)     91,122     (533,782)     (322,347)
                                                       ---------    --------    ---------      ---------

Operating income (loss)                                  884,846     (91,122)     533,782      (322,347)

Other income
   Interest income                                           167       2,122        1,655         6,313
                                                       ---------    --------    ---------      ---------

Income (loss) from continuing operations
   before income taxes and cumulative effect of a
    change in accounting principle                       885,013     (89,000)     535,437      (316,034)

Income tax (benefit) expense                                   0   1,286,731            0    (1,306,517)
                                                       ---------   ---------    ---------     ---------

Income (loss) from continuing operations before
   cumulative effect of a change in accounting
   principle                                             885,013  (1,375,731)     535,437    (1,622,551)
                                                       ---------   ---------    ---------     ---------

Cumulative effect of change in accounting
   principle                                                   0           0            0        42,767
                                                       ---------   ---------    ---------     ---------

Income (loss) from continuing operations                 885,013  (1,375,731)     535,437    (1,665,318)
                                                      ----------   ---------    ---------     ---------


Discontinued operations
   Loss from operations of
   discontinued component                               (351,885)   (328,861)  (1,082,555)     (432,120)

   Loss on disposal of assets                            (42,440)          0   (3,236,417)            0
                                                      ----------    --------    ---------     ---------

   Loss on discontinued operations                      (394,325)   (328,861)  (4,318,972)     (432,120)
                                                       --------- ----------   ----------     ----------

Net Income (loss)                                     $  490,688 $(1,704,592) $(3,783,535)  $(2,097,438)
                                                       ---------  ----------   ----------     ----------

Net Income (loss) per share:
   Continuing operations (basic and diluted)          $     0.56  $    (0.87) $     0.34    $     (1.05)
   Discontinued operations (basic and diluted)             (0.25)      (0.21)      (2.73)         (0.27)
                                                          ------      ------      ------          -----
   Net income (loss) per share (basic and diluted)    $     0.31  $    (1.08) $    (2.39)   $     (1.32)

Weighted average shares outstanding - basic            1,579,796   1,578,500   1,579,796      1,584,400
                                                       ---------   ---------   ---------      ---------

Weighted average shares outstanding - diluted          1,579,796   1,578,500   1,579,796      1,584,400
                                                       ---------   ---------   ---------      ---------

</TABLE>

                                       3
<PAGE>

<TABLE>


                      Acorn Holding Corp. and Subsidiaries

        CONSOLIDATED INTERIM STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                             AND COMPREHENSIVE LOSS

             From January 1, 2003 to September 30, 2003 (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, 2003          $ 15,856      $11,786,229   $   (7,628,923)  $     2,640    $ (13,969)   $ 4,161,833

Comprehensive loss

   Net loss                                                         (3,783,535)                               (3,783,535)
   Reversal of unrealized holding
    gains on securities sold                                                          (2,640)                     (2,640)
                                                                                                              ----------

   Total comprehensive loss                                                                                   (3,786,175)
                                                                                                              ----------

Treasury shares retired                 (117)         (13,852)               0             0       13,969              0
                                     -------        ----------       ----------    ----------    ---------     ----------

Balance at September 30, 2003       $ 15,739      $11,772,377   $  (11,412,458)  $         0    $       0    $  (375,658)
                                     =======       ==========    ==============   ==========     =========    ===========
</TABLE>

                                       4
<PAGE>

<TABLE>

                      Acorn Holding Corp. and Subsidiaries

                  CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

                         Nine months ended September 30,
                                   (unaudited)



<CAPTION>

                                                                2003           2002
                                                            -----------    ------------
<S>                                                         <C>            <C>

Cash flows from operating activities
   Net loss                                                 $(3,783,535)   $(2,097,438)
   Adjustments to reconcile net loss to net cash
       (used in) operating activities
     Depreciation and amortization                              249,282         348,880
     Non-cash charge due to change in
       accounting principle                                           0          42,767
     Loss on investments                                          8,796               0
     Deferred income taxes (benefit)                                  0       1,236,718
     Loss on liquidation of assets                            3,236,417               0
     (Increase) decrease in assets
       Accounts receivable                                      106,548          84,874
       Inventories                                              219,747         130,336
       Prepaid expenses and other assets                        (19,689)        (31,299)
     Increase (decrease) in liabilities
       Accounts payable                                        (103,558)         (1,583)
       Accrued expenses                                        (666,143)         94,152
                                                             -----------      ---------

         Net cash used in operating activities                 (752,135)       (192,593)
                                                             ----------       ---------

Cash flows from investing activities
    Sale proceeds / (Purchase) of machinery and equipment     1,026,462        (621,570)
   Proceeds from redemption of investments                       11,902               0
                                                             -----------      ---------

         Net cash provided by (used in) investing activities  1,038,364        (621,570)
                                                             ----------       ---------

Cash flows from financing activities
   Purchase of treasury stock                                         0         (13,621)
   (Payment) Proceeds - bank line of credit                    (375,000)        200,000
                                                             ----------       ---------

         Net cash (used in) provided by financing activities   (375,000)        186,379
                                                             ------------     ---------

         NET DECREASE IN CASH AND
                  CASH EQUIVALENTS                              (88,771)       (627,784)

Cash and cash equivalents at beginning of period                753,785       1,476,244
                                                             ----------       ---------

Cash and cash equivalents at end of period                  $   665,014    $     848,460
                                                             ===========      ==========
</TABLE>

                                       5
<PAGE>

                      Acorn Holding Corp. and Subsidiaries

             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

                               September 30, 2003

                                   (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 its  wholly-owned
subsidiaries,  Recticon  Enterprises,  Inc.  (Recticon) and AI Liquidating Corp.
Recticon was organized to engage in the business of manufacturing and processing
of silicon  wafers for the  semiconductor  industry (see Note D). AI Liquidating
Corp. 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  financial  position and
results  for the  periods.  The 2002  balance  sheet has been  derived  from the
audited   financial   statements   contained  in  the  2002  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.  The results for the three and nine months ended  September  30,
2003 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

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  applies to the  liquidation of Recticon as of September 30, 2003
and during the three and nine month periods ended September 30, 2003.

In July 2002, the FASB issued SFAS No. 146, "Accounting for the Costs Associated
with Exit or Disposal Activities".  SFAS No. 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 No. 146 is
effective  prospectively  for  exit  and  disposal  activities  initiated  after
December 31, 2002. The adoption of this accounting principle applies to the plan
of  liquidation  of Recticon at and for the three and nine month  periods  ended
September 30, 2003.

In May  2003,  the FASB  issued  Statement  No.  150,  "Accounting  for  Certain
Financial Instruments with Characteristics of both Liabilities and Equity". SFAS
No. 150 established  standards for how an issuer classifies and measures certain
financial  instruments with characteristics of both liabilities and equity. SFAS
No. 150 requires an issuer to classify a financial instrument that is within its
scope  as a  liability  (or an  asset in some  circumstances).  SFAS No.  150 is
effective for all financial  instruments  entered into or modified after May 31,
2003,  and otherwise is effective at the  beginning of the first interim  period
beginning  after June 15, 2003. The statement did not have a material  impact on
the Company's consolidated financial position or results of operations.

                                       6
<PAGE>



NOTE D - LIQUIDATION OF RECTICON

On June 23, 2003 the Board of Directors of Acorn voted to cease  operations  and
to liquidate the assets of Recticon. Immediately thereafter,  Recticon fulfilled
its backlog of orders and  proceeded to sell or liquidate  its assets and to pay
its creditors. Recticon has completed its liquidation.

The  consolidated  statement of operations  for the three and nine month periods
ended  September  30,  2003 and 2002  include  the  operations  of Recticon as a
discontinued  operations.  Management  of Recticon  has settled its future lease
obligations  by  paying  a  settlement  sum and has  abandoned  the  space as of
September 30, 2003.

The net sales and pre tax losses of Recticon  for the periods  presented  are as
follows:

<TABLE>
<CAPTION>

                  THREE MONTHS ENDED SEPTEMBER 30           NINE MONTHS ENDED SEPTEMBER 30
                  -------------------------------           ------------------------------
                  2003              2002                      2003              2002
                  ----              ----                      ----              ----
<S>               <C>               <C>                       <C>               <C>

Net Sales         $  91,314         $887,903                  $   910,635       $3,127,331
Pre-tax net loss    394,025          348,455                    4,318,972          519,979
</TABLE>



NOTE E - SETTLEMENT OF COMPENSATION LIABILITY

The  Company  settled  all of the  accrued  compensation  claims  of  management
totaling  $1,319,971 as of September  30, 2003 for  approximately  $225,000.  In
addition,  the Board and Management agreed to waiver all contractual rights, and
agreed not to accept any  compensation  on or after of September  30, 2003.  The
reduction in the liability is reflected in the accompanying Consolidated Interim
Statement of  Operations as a reduction of Selling,  general and  administrative
expenses for the three and nine month periods ended September 30, 2003.

                                       7
<PAGE>


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

      Certain  statements  in this Form 10-QSB may  constitute  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995,  including those concerning  management's  expectations with respect to
future financial  performance and future events,  particularly relating to sales
of  current  products.   Such  statements   involve  known  and  unknown  risks,
uncertainties  and  contingencies,  many of which are beyond the  control of the
Company, which could cause actual results and outcomes to differ materially from
those  expressed  herein.  These  statements  are often,  but not  always,  made
typically by use of words or phrases such as  "estimate,"  "plans,"  "projects,"
"anticipates,"  "continuing," "ongoing," "expects," "believes," or similar words
and phrases. Factors that might affect such forward-looking statements set forth
in this Form 10-QSB include,  among others:  (i) increased  competition from new
and existing  competitors and pricing  practices from such  competitors and (ii)
general  industry  and  economic  conditions.   Any  forward-looking  statements
included  in this  Form  10-QSB  are made only as of the date  hereof,  based on
information  available  to the  Company as of the date  hereof,  and  subject to
applicable law to the Company,  the Company  assumes no obligation to update any
forward-looking statements.

      On June 23, 2003, the Company  announced that its wholly-owned  subsidiary
Recticon  Enterprises,  Inc.  ("Recticon")  had been  advised  by its  principal
customer  that the demand for the type of product  Recticon was making would not
increase and  furthermore  there would be a sharp  erosion in the price for such
products going forward. As a result thereof, the Company's negotiations to raise
additional  capital were terminated.  The Board of Directors of Recticon and the
Company  determined that since the Company did not have the financial  resources
to sustain the anticipated  operating losses of Recticon and to try to limit the
further erosion of Recticon's  assets, the management of Recticon was authorized
to  liquidate  the  assets of  Recticon  at the  highest  possible  price in the
shortest period of time. As of September 30, 2003, it has sold all of its assets
for  $1,099,869.  The Company  believes  that as of the date hereof,  all of the
creditors of Recticon have been paid except for approximately  $8,000 which will
be paid prior to the end of the year.

      Because the assets of Recticon  have been  liquidated,  the  operations of
Recticon are shown in the accompanying Statement of Operations as a discontinued
operation for all periods  presented.  Included in "Operations  of  discontinued
component" in the Statement of Operations are sales less all costs of operations
and other  expenses of  Recticon  in each  period.  Sales for  Recticon  for the
three-month  period  ended  September  30,  2003  decreased  $819,321  from  the
three-month  period  ended  September  30,  2002 while  sales for the nine month
period ended September 30, 2003 decreased  $2,239,428 from the nine month period
ended September 30, 2002.

      The  balance  sheet as of  September  30, 2003  reflects  the value of the
Company  after the  liquidation  of Recticon and a settlement of all accrued and
contractual  claims  of  Recticon.  The  Company  settled  all  of  the  accrued
compensation  claims of management  totaling  $1,319,971.28  as of September 30,
2003 for approximately $225,000. In addition, the Board and Management agreed to
waive all contractual  rights,  and agreed not to accept any  compensation on or
after of September  30, 2003. In addition,  they agreed to relinquish  all their
options so that there are presently no outstanding options.

      The Company plans on seeking strategic alternatives.

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 as of a date within 90 days
prior to the filing date of this quarterly report (the "Evaluation Date"). Under
rules  promulgated  by the  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  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, as of the

                                       8
<PAGE>

Evaluation  Date,  such  controls  and  procedures  were  effective.  Since  the
Evaluation  Date,  there have not been any significant  changes in the Company's
internal  controls  or in other  factors  that could  significantly  affect such
controls.


                                     PART II
                                OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

      31.1  Certification  by the  Chief  Executive  Officer  pursuant  to  Rule
            13a-14(a) of the Exchange Act.

      31.2  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.

      32.1  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.

      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.

     (b)  Reports on Form 8-K:

     The Company did not file any Current Reports on Form 8-K during the quarter
     ended September 30, 2003.

                                       9
<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: December 29, 2003
                                              /s/ Larry V. Unterbrink
                                              -----------------------------
                                              Larry V. Unterbrink, Treasurer
                                              (Principal Financial and
                                              Accounting Officer)



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


                                       10