Exhibit 32.1
                                  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: October 2, 2003

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