SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A
                                 Amendment No. 1
(Mark One)

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended               March 31, 1999
                                                   ----------------------

[ ]      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  Identification No.)
incorporation  or organization)

     1251 Avenue of the Americas, 45th Floor, New York, New York 10020-1104
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(Address of principal executive offices)                         (Zip code)

Issuer's telephone number, including area code         (212) 536-4089
                                                    --------------------

                                       N/A
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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:  1,627,359  shares of common  stock,  $.01 par value,  as of June 14, 1999
(which reflects the two-for-five reverse stock split effective April 19, 1999).


<PAGE>

                      ACORN HOLDING CORP. AND SUBSIDIARIES
                       Consolidated Interim Balance Sheet
                      March 31, 1999 and December 31, 1998

                                                  March 31, 1999   December 31,
                                                   (Unaudited)        1998
                                  ASSETS
CURRENT ASSETS
    Cash and cash equivalents                      $    791,428    $  1,126,838
    Restricted Cash                                       9,896          11,798
    Investment in marketable securities                 589,928         668,439
    Accounts receivable - trade                         241,186          84,817
    Current portion of note
      receivable  from  sale  of                        110,235         110,235
      subsidiary
    Current portion of note receivable
      - employee                                         40,000          40,000
    Inventories                                       1,980,360       2,055,827
    Prepaid expenses and other                           91,227          22,337
    Deferred income tax assets                          121,770          70,881
                                                   ------------    ------------
    Total Current Assets                              3,976,030       4,191,172
                                                   ------------    ------------
MACHINERY  AND  EQUIPMENT, net of accumulated
depreciation of $2,255,282 as of December 31,
1998 and $793,593 as of March 31, 1999                1,947,375       1,978,743
                                                   ------------    ------------
OTHER ASSETS
    Note receivable  from sale of subsidiary,
     less current portion                               110,236         110,236
    Note receivable, less current portion
     - employee                                          40,000          80,000
    Other investments                                     9,108           9,108
    Goodwill, net of amortization                       277,974         299,357
    Deferred income tax assets                        1,338,500       1,322,583
                                                   ------------    ------------
         Total Other Assets                           1,775,818       1,821,284
                                                   ------------    ------------
                                                      7,699,223       7,991,199
                                                   ============    ============
          LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
    Current Maturities of long-term debt                121,062         121,062
    Accounts Payable                                    123,509          20,157
    Accrued Expenses                                    101,625         127,021
    Machine Purchase Deposit Liability                    9,896          11,798
    Deferred income                                     300,000         300,000
                                                   ------------    ------------
         Total Current Liabilities                      656,092         580,038
                                                   ------------    ------------
LONG-TERM DEBT, less current liabilities                 90,796         121,061
                                                   ------------    ------------
DEFERRED INCOME                                         450,000         525,000
                                                   ------------    ------------
STOCKHOLDERS' EQUITY
    Common Stock                                         40,684          40,684
    Additional paid-in capital                       11,823,449      11,823,449
    Accumulated deficit                              (5,342,766)     (5,083,839)
    Accumulated other comprehensive income
     (loss)                                             (19,032)        (15,194)
                                                   ------------    ------------
          Total Stockholders' Equity                  6,502,335       6,765,100
                                                   ------------    ------------
                                                   $  7,699,223    $  7,991,199
                                                   ============    ============
See accompanying notes.

                                     Page 2
<PAGE>


                      ACORN HOLDING CORP. AND SUBSIDIARIES
                    Consolidated Interim Statement of Income
                        March 31, 1999 and March 31, 1998

                                             March 31, 1999  March 31, 1998
                                              (Unaudited)     (Unaudited)

Net Sales                                      $   877,455    $ 2,056,016
                                               -----------    -----------

Costs and expenses
  Costs of sales                                   805,118      1,418,871
  Selling, general and administrative              410,078        475,792
                                               -----------    -----------
                                                 1,215,196      1,894,663

  Operating Profit                                (337,741)       161,353
                                               -----------    -----------

Other income (expense)
  Loss on investment                                  (754)             0
  Interest income, net                              26,944          2,646
                                               -----------    -----------
                                                    12,008          2,646
                                               -----------    -----------

  Income (loss) before income taxes               (325,733)       163,999

Income taxes expense (benefit)
  Current                                           36,141         85,865
  Deferred                                        (102,947)       (75,865)
                                               -----------    -----------
                                                   (66,806)        10,000
                                               -----------    -----------

  Net Income (Loss)                               (258,927)       153,999
                                               -----------    -----------

Earnings per share                             ($     .064)     $   0.034

Weighted average shares outstanding              4,066,406      4,490,502
                                               ===========    ===========

See accompanying notes.

                                     Page 3
<PAGE>


                      ACORN HOLDING CORP. AND SUBSIDIARIES
                  Consolidated Interim Statement of Cash Flows
                        March 31, 1999 and March 31, 1998

                                                March 31, 1999  March 31, 1998
                                                 (Unaudited)     (Unaudited)

Net Income from operations                       $  (258,927)   $   153,999

Adjustments to reconcile net income to
  net cash  provided by operating activities
   Depreciation and amortization                      95,675         94,921
(Increase) decrease in assets
   Accounts Receivable                              (156,369)        36,928
   Inventory                                          75,467         55,106
   Prepaid expenses                                  (46,183)       (89,351)
   Deferred taxes                                    (66,806)       (17,798)
   Deposits and other assets                               0         82,563
Increase (decrease) in liabilities
   Accounts payable                                  103,352         17,327
   Accrued expenses                                  (25,396)        85,641
   Deferred income                                   (75,000)      (116,671)
   Other liabilities                                       0         11,990
   Customer machinery acquisition liability                0         (4,704)
                                                 -----------    -----------
      Net Cash provided by (used in) operating
        activities                                  (354,187)       293,645
                                                 -----------    -----------

Cash flows from Investing Activities
   Purchase of property, plant and equipment         (42,170)      (447,611)
   Purchase of company stock                               0     (2,094,375)
   Redemption of U.S. Treasury Bill                        0        501,140
   Proceeds of marketable securities                  52,212              0
   Proceeds notes receivable                          40,000         40,000
                                                 -----------    -----------

      Net Cash used in investing activities           49,042     (2,000,846)
                                                 -----------    -----------

Cash Flows from Financing Activities
   Payment of debt                                   (30,265)       (30,264)
                                                 -----------    -----------

      Net Cash used in financing activities          (30,265)       (30,264)
                                                 -----------    -----------

Net decrease in cash and cash equivalents           (335,410)    (1,737,465)

Cash and cash equivalents at beginning of year     1,126,838      2,923,965
                                                 -----------    -----------

Cash and cash equivalents at end of year         $   791,428    $ 1,186,500
                                                 ===========    ===========

See accompanying notes

                                     Page 4

<PAGE>



                      ACORN HOLDING CORP. AND SUBSIDIARIES
               Notes to Consolidated Interim Financial Statements
                                 March 31, 1999


NOTE A - ORGANIZATION AND PURPOSE

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
1998  balance  sheet has been  derived  from the  audited  financial  statements
contained in the 1998 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 generally
accepted accounting principles. The results for the three months ended March 31,
1999 are not  necessarily  indicative of the results to be expected for the full
year.  Reporting  developments  have been  updated  where  appropriate.  In this
connection,  there are no  significant  changes in  disclosures,  except for the
following:

Acorn  Holding  Corp.  filed  an  election  with  the  Securities  and  Exchange
Commission to be treated as a business  development company under the Investment
Company Act of 1940, as amended,  and operated as such until  November  1997. In
November  1997,  Acorn  Holding  Corp.  withdrew its  election as an  investment
company,  ceased to be a business development company, and commenced business as
an operating company. At that date, the name of the company was changed to Acorn
Holding Corp. The financial  statements presented reflect Acorn Holding Corp. as
an operating company.

NOTE B- NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial  Accounting  Standards  (SFAS) No. 133,  "Accounting for Derivative
Instruments  and Hedging  Activity."  SFAS No. 133  establishes  accounting  and
reporting  standards for derivative  instruments,  including certain  derivative
instruments imbedded in other contracts, and for hedging activities. It requires
that an entity  recognize all derivatives as either assets or liabilities in the
statement of financial  position and measure those instruments at fair value. If
certain  conditions  are met, a derivative may be  specifically  designated as a
hedge.  The accounting for changes in the fair value of a derivative  (gains and
loses)   depends  upon  the  intended  use  of  the   derivative  and  resulting
designation.  SFAS No. 133 is effective for all fiscal  quarters of fiscal years
beginning after June 15, 1999.  Earlier  application is permitted only as of the
beginning  of any  fiscal  quarter.  The  Company  is  currently  reviewing  the
provisions of SFAS No. 133.

                                     Page 5

<PAGE>


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

          Sales  for the  three-month  period  ended  March 31,  1999  decreased
$1,178,561  from the  three-month  period  ended  March 31,  1998.  The  Company
incurred  operating  losses of ($258,927) as compared to an operating  profit of
$161,353 over the  comparable  prior year period.  The principal  reason for the
decline in  profitability  was due to pricing  pressures  resulting from a lower
demand for the Company's products,  without a corresponding decrease in the cost
of  sales.  The  Company  does not  foresee,  based on its  present  orders,  an
increased  demand for its products for the next several months.  However,  it is
cautiously  optimistic  that the  Company  may see an  increased  demand for its
products in the second half of the 1999 fiscal year.

         Although  the  business  in which  the  Company  is  engaged  is highly
competitive and cyclical in nature and has been recently  incurring  losses from
operations, the Company believes that it has sufficient short-term and long-term
liquidity  either  from  cash on hand,  credit  arrangements  or cash  flow from
operations.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          Exhibit  No.  3  -  Certificate   of  Amendment  of   Certificate   of
Incorporation  of the Company,  filed with the Secretary of State of Delaware on
April 19, 1999.

          Exhibit No. 27 - Financial Data Schedule

     (b) Reports on Form 8-K:

     There  were no reports on Form 8-K filed by the  Company  filed  during the
quarter ended March 31, 1999.



                                     Page 6

<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: June 15, 1999                     Larry V. Unterbrink
                                        -------------------------------
                                        Larry V. Unterbrink, Treasurer
                                        (Principal Financial and
                                        Accounting Officer)


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


                                     Page 7