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  **U.S. SECURITIES AND EXCHANGE COMMISSION****WASHINGTON, D.C. 20549****FORM 10-KSB/A****(Amendment No. 1)**   þ **Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934******Forthe fiscal year ended December 31, 2004****   o **Transition Report Under 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.**(Name of small business issuer in its charter)     Delaware (State of incorporation) 59-2332857 (I.R.S. Employer Identification No.)  2618 York Avenue, Minden, LA 71055    (Addressof principal executive offices)    Registrant’s telephone number, including area code          (318) 382-4574                                                               Securities registered pursuant to Section 12(b) of the Act: NONE   Securitiesregistered pursuant to Section 12(g) of the Act: Common Stock, $.01 par valueIndicateby check mark if the registrant is a well-known seasoned issuer, asdefined in Rule 405 of the Securities Act.   Yes o No þIndicateby check mark if the registrant is not required to file reportspursuant to Section 13 or Section 15(d) of the Act.   Yes o No þ 1) Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act. Yes þ or No oAttachedis an updated Form 10-K coverpage as an example and a pdf of the Securities OfferingReform rules. Included in the Reform pdf is an informative Advisory.Check whether the Registrant (1) filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that theRegistrant was required to file such reports) and (2) has been subject to such filing requirementsfor the past 90 days.   Yes o No þCheck if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B isnot contained in this Form, and no disclosure will be contained, to the best of the Registrant’sknowledge, in definitive proxy or information statements incorporated by reference in Part III ofthis Form 10-KSB or any amendment to this Form 10-KSB.   þ  Registrant’s revenues for the fiscal year ended December 31, 2004 were $ 0.00The aggregate market value of the voting stock held by non-affiliates of the Registrant as ofNovember 17, 2005 was $ 0.00.The number of shares of Common Stock outstanding (including shares held by affiliates of theissuer) as of November 17, 2005 was: 6,997,072 .Transitional Small Business Disclosure Format (check one):   Yes o No þDOCUMENTS INCORPORATED BY REFERENCE: NONE  

 
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ITEM 1. Description of BusinessITEM 2. Description of PropertyITEM 3. Legal ProceedingsITEM 4. Submission of Matters to a Vote of Security Holders PART IIITEM 5. Market for the Registrant’s Common Equity and Related Stockholder MattersITEM 6. Management’s Discussion and Analysis or Plan of OperationsITEM 7. Financial Statements.ITEM 8. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureITEM 8a. Controls and Procedures PART IIIITEM 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange ActITEM 10. Executive CompensationITEM 11. Security Ownership of Certain Beneficial Owners and ManagementITEM 12. Certain Relationships and Related TransactionsITEM 13. Exhibits and Reports on Form 8-KITEM 14. Principal Accountant Fees and ServicesSIGNATURES List of Subsidiaries Certificartion by the CEO Pursuant to Rule 13a-14(a) Certificartion by the CFO Pursuant to Rule 13a-14(a) Certification of CEO Pursuant to Section 906 Certification of CFO Pursuant to Section 906**ITEM1.****Description of Business*****General***     Acorn Holding Corp. (the “Company”) is a holding company with two wholly-owned subsidiaries:Valentec Systems, Inc. (“Valentec”), which designs, develops, manufactures, and sells ammunitionand light weapons for military use; and Recticon Enterprises, Inc. (“Recticon”), whichmanufactured silicon wafers, was liquidated in September 2003. The Company conducted no operationsduring the fiscal year ended December 31, 2004. Valentec became a wholly-owned subsidiary of theCompany on May 27, 2005, as a result of a series of transactions described under Recent DevelopmentBelow. Recticon is currently a shell corporation with no assets. During the fiscal year endedDecember 31, 2004, the Company’s sole purpose was to identify a company with operations with whichto consummate a merger transaction. Going forward, the Company intends to focus on the businessconducted by Valentec.***Recent Development***     Effective as of March 28, 2005, Stephen A. Ollendorff resigned from the positions of Chairmanand Chief Executive Officer and Secretary of the Company. Effective as of March 28, 2005, theCompany appointed Edward N. Epstein, the Company’s President and Chief Operating Officer, to theposition of Chairman and Chief Executive Officer of the Company. Larry V. Unterbrink, theCompany’s Treasurer, was appointed as the Secretary of the Company, effective as of March 28, 2005.     On March 29, 2005, Grant Thornton LLP (“Grant Thornton”) advised the Company that it hadresigned as the Company’s independent registered public accounting firm. That determination was adecision of Grant Thornton and was not recommended by the Audit Committee of the Company’s Board ofDirectors.     On April 14, 2005, the Company engaged Webb & Company, P.A. as its principal independentaccountant. The Audit Committee of the Company’s Board of Directors approved the appointment ofWebb & Company as the Company’s principal independent accountant on April 4, 2005.     On May 27, 2005, the Company, Valentec, a Delaware corporation, and the two sole stockholdersof Valentec (the “Valentec Stockholders”) entered into a stock purchase and share exchangeagreement (the “ Purchase Agreement”) pursuant to which the Company agreed to purchase all of theoutstanding shares of common stock of Valentec in exchange for the issuance by the Company to theValentec Stockholders on a pro rata basis, pursuant to a private placement exemption, of 5,423,130newly-issued shares of common stock, par value $.01 per share (the “Common Stock”), of the Company.     On June 6, 2005, the transactions contemplated under the Purchase Agreement were consummated.Pursuant to the terms of the Purchase Agreement, the Company purchased all of the outstandingshares of common stock of Valentec, totaling 100 shares, in exchange for the issuance by theCompany to the Valentec Stockholders on a pro rata basis of 5,423,130 newly-issued shares of CommonStock. The shares of Common Stock are restricted securities that are exempt from the registrationrequirements of the Securities Act of 1933, as amended, in reliance on the exemption provided byRule 506 of Regulation D. Immediately following the consummation of such transactions, theValentec Stockholders, on an aggregate basis, owned approximately 77.47% of the issued andoutstanding Common Stock of the Company.
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     Pursuant to the terms of an Assignment and Assumption Agreement (the “Assignment Agreement”),dated as of June 6, 2005, the Company assumed all of the rights and obligations of Valentec underthat certain Promissory Note in the principal amount of $1,000,000 issued by Valentec on April 28,2005 in favor of Montgomery Equity Partners, Ltd and the Standby Equity Distribution Agreement,dated April 28, 2005, by and between Cornell Capital Partners, LP, together with the relatedagreements and documents.     Pursuant to the terms of the Purchase Agreement, five of the six members of the board ofdirectors of the Company, namely Paula Berliner, George Farley, Ronald J. Manganiello, Stephen A.Ollendorff and Bert Sager, resigned effective as of June 6, 2005. In addition, Edward N. Epsteinresigned as the Company’s Chief Executive Officer and Larry V. Unterbrink resigned as the Company’sSecretary and Treasurer effective as of June 6, 2005. As of June 6, 2006, Mr. Epstein was the soleremaining member of the Company’s Board of Directors.     Effective as of June 6, 2005, Robert Zummo was appointed President and Chief Executive Officerof the Company.     On August 19, 2005, the Company issued to each of Robert Zummo, Avraham (Miko) Gilat, LarryMatheson and Zwika Kreisman a Warrant to purchase shares of Common Stock. The aggregate number ofshares of Common Stock that each of Mr. Zummo and Mr. Gilat can purchase pursuant to their Warrantsis 200,000 shares of Common Stock at an exercise price of $0.25 per share. The aggregate number ofshares of Common Stock that each of Mr. Matheson and Mr. Kreisman can purchase is 100,000 shares ofCommon Stock at an exercise price of $0.25 per share. In each case with respect to the foregoing,the Warrants became exercisable immediately and expire on August 19, 2008. Messrs. Zummo, Gilat,Matheson and Kreisman have all been appointed to fill vacancies on the Company’s Board ofDirectors, and the Warrants are intended to compensate them for their service to the Company asBoard members. Messrs. Zummo and Gilat are Chairman and Vice Chairman of the Board, respectively.***Employees***     During the fiscal year ended December 31, 2004, the Company had no employees. During thatperiod, Stephen A. Ollendorf served as the Company’s Chairman, Chief Executive Officer andSecretary, Edward N. Epstein served as the Company’s President and Chief Operating Officer, andLarry V. Unterbrink served as the Company’s Treasurer; however, Messrs. Ollendorf, Epstein andUnterbrink received no compensation from the Company during that period.**ITEM 2.****Description of Property**     During the fiscal year ended December 31, 2004, the Company maintained its principal executiveoffice in New York, New York at no charge to the Company and an additional office in New Canaan,Connecticut, at a cost of $300 per month.**ITEM 3.****Legal Proceedings**     None.
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**ITEM 4.****Submission of Matters to a Vote of Security Holders**     None.**PART II****ITEM 5.****Market for the Registrant’s Common Equity and Related Stockholder Matters**     The Company’s Common Stock was accepted for listing in October 1988 on NASDAQ under the symbol“AVCC”. The Common Stock was delisted on March 3, 2003 and is presently listed on theOver-the-Counter Bulletin Board. The following table sets forth, for the periods indicated, therange of high and low closing bid quotations as reported by NASDAQ. Such quotations reflectinter-dealer prices, without retail mark-up, mark-down or commission and do not necessarilyrepresent actual transactions. There presently is a limited public market for the Common Stock.         Quarter Ending 2004 Low  High  March 31 $.07  $.14 June 30 $.065  $.14 September 30 $.06  $.68 December 31 $.10  $.68          Quarter Ending 2003 Low  High  March 31 $.43  $1.01 June 30 $.26  $1.01 September 30 $.25  $.45 December 31 $.07  $.25      As of November 14, 2005, there were approximately 378 holders of record of the Company’sCommon Stock with 6,997,796 shares of Common Stock outstanding. In addition, the Company believesthat there are a significant number of beneficial owners of Common Stock whose shares are held in“street” name as of such date. On November 14, 2005, the closing bid and asked quotations of theCommon Stock were both $ 0.25.     The Company has never paid and does not currently intend to pay cash dividends. In addition,the Company has never made, nor adopted any policies with respect to, in-kind distributions, andhas no present intention of adopting any such policies or of making any such distributions.     As of November 14, 2005, and during the year ended December 31, 2004, the Company had nosecurities authorized for issuance pursuant to equity compensation plans.
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**ITEM 6.****Management’s Discussion and Analysis or Plan of Operations****Cautionary Statement Regarding Forward-Looking Statements**     Certain statements in this Form 10-QSB may constitute “forward-looking statements” within themeaning of the Private Securities Litigation Reform Act of 1995, including those concerningmanagement’s expectations with respect to future financial performance and future events,particularly relating to sales of current products. Such statements involve known and unknownrisks, uncertainties and contingencies, many of which are beyond the control of the Company, whichcould cause actual results and outcomes to differ materially from those expressed herein. Thesestatements are often, but not always, made typically by use of words or phrases such as “estimate,”“plans,” “projects,” “anticipates,” “continuing,” “ongoing,” “expects,” “believes,” or similarwords and phrases. Factors that might affect such forward-looking statements set forth in thisForm 10-QSB include, among others: (i) increased competition from new and existing competitors andpricing practices from such competitors and (ii) general industry and economic conditions. Anyforward-looking statements included in this Form 10-QSB are made only as of the date hereof, basedon information available to the Company as of the date hereof, and subject to applicable law to theCompany, the Company assumes no obligation to update any forward-looking statements.**Nature of the Company’s Present Operation and Plan of Operation**     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 ofproduct Recticon was making would not increase and furthermore there would be a sharp erosion inthe price for such products going forward. As a result thereof, the Company’s negotiations toraise additional capital were terminated. The Board of Directors of Recticon and of the Companydetermined that since the Company did not have the financial resources to sustain the anticipatedoperating losses of Recticon and to try to limit the further erosion of Recticon’s assets, themanagement of Recticon was authorized to liquidate the assets of Recticon at the highest possibleprice in the shortest period of time. As of September 30, 2003, Recticon has sold all of itsassets for $1,099,869. The Company believes that as of the date hereof, all of the creditors ofRecticon have been paid.     Because the assets of Recticon have been liquidated, the operations of Recticon are shown inthe 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 lessall costs of operations and other expenses of Recticon in each period. The balance sheet as ofDecember 31, 2003 reflects the value of the Company after the liquidation of Recticon and a settlementof all accrued and contractual claims of Recticon. In addition, the Board and Management of theCompany agreed to waive all of their contractual rights against the Company, includingrelinquishment of all stock option awards to them, and agreed not to accept any compensation on orafter of September 30, 2003.     Financial Condition — As of December 31, 2004, the Company was seeking strategic alternativesincluding the acquisition of a private company which seeks to become public by way of merger. Atthat time, the Company had not been successful in finding such an alternative. The Company’s cashand cash equivalents of $330,098 at December 31, 2003 decreasedto $284,732 at December 31, 2004.That decrease in cash resulted primarily from costs associated with maintaining the Company’sstatus as a public company.
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     From time to time in both written reports and oral statements by the Company’s seniormanagement, we may express our expectations regarding future performance by the Company. These“forward-looking statements” are inherently uncertain, and investors must recognize that eventscould turn out to be other than what senior management expected.**ITEM 7.****Financial Statements****.**     See Index to Financial Statements after Signature Page.**ITEM 8.****Changes in and Disagreements with Accountants on Accounting and Financial Disclosure**     On March 29, 2005, Grant Thornton advised the Company that it had resigned as the Company’sindependent registered public accounting firm. That determination was a decision of Grant Thorntonand was not recommended by the Audit Committee of the Company’s Board of Directors.     The audit report issued by Grant Thornton on the consolidated financial statements of theCompany as of and for the year ended December 31, 2003 did not contain an adverse opinion or adisclaimer of opinion, nor was it modified as to uncertainty, audit scope, or accountingprinciples, except that it did contain an explanatory paragraph for the adoption of Statement ofFinancial Accounting Standards No.142, Goodwill and Other Intangible Assets, on January 1, 2002.     During the Company’s fiscal year ended December 31, 2003 and the subsequent interim periodfrom January 1, 2004 through the date of this report, there were no disagreements with GrantThornton on any matter of accounting principles or practices, financial statement disclosure, orauditing scope or procedure, which disagreements, if not resolved to the satisfaction of GrantThornton, would have caused it to make reference to the subject matter of the disagreement inconnection with its report on the Company’s consolidated financial statements.     On April 14, 2005, the Company engaged Webb & Company as its principal independentaccountant. The Audit Committee of the Company’s Board of Directors approved the appointment ofWebb and Company as the Company’s principal independent accountant on April 4, 2005.     During the two most recent fiscal years and through April 14, 2005, the Company did notconsult with Webb & Company regarding either:(i) the application of accounting principles to any specified transaction,either completed or proposed, or the type of audit opinion that might be renderedon the Company’s financial statements, and neither a written report was providedto the Company nor oral advice was provided that Webb & Company concluded was animportant factor considered by the Company in reaching a decision as to anyaccounting, auditing or financial reporting issue; or(ii) any matter that was either subject of disagreement, as that term explained in Item304(a)(1)(iv) of Regulation S-B and the related instruction to Item 304 of RegulationS-B, or an event, as that term is explained in Item 304(a)(1)(iv) of Regulation S-B.
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**ITEM 8a.****Controls and Procedures**     The management of the Company, including Robert A. Zummo, Chairman, President and ChiefExecutive Officer, has evaluated the Company’s disclosure controls and procedures as of a datewithin 90 days prior to December 31, 2004 (the “Evaluation Date”). Under rules promulgated by theCommission, disclosure controls and procedures are defined as those controls or other procedures ofan issuer that are designed to ensure that information required to be disclosed by the issuer inthe reports filed or submitted by it under the Exchange Act are recorded, processed, summarized andreported, within the time periods specified in the Commission’s rules and forms. Based on theevaluation of the Company’s disclosure controls and procedures, Messrs. Zummo has determined that,as of the 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 factorsthat could significantly affect such controls.**PART III****ITEM 9.****Directors, Executive Officers, Promoters and Control Persons; Compliance with****Section 16(a)****of the Exchange Act**     The following is a list (along with certain biographical information) of the executiveofficers and directors of the Company. All directors of the Company are serving a current term ofoffice which continues until the next annual meeting of stockholders, and all officers are servinga current term of office which continues until the next annual meeting of directors:         **Year of**    **Election**    **as**  **Name and Age** **Director** **Position** Robert A. Zummo  2005  Chairman, President and ChiefExecutive Officer and Director       Avraham (Miko) Gilat  2005  Vice Chairman and Director       Larry J. Matheson  2005  Person performing the functions of Chief Financial Officer and Director       Zvi Kreizman  2005  Director     AVRAHAM GILAT, who is 56 years old, has served as the Chairman of several companies in themunitions industry, including Chairman of Soltam Systems which manufactures defense products from 1998 topresent. He has also served as a Director of Mikal Ltd., a holding company, from 1993 to present.In 2002, while retaining these responsibilities, Mr. Gilat was also Chairman of ITL Optronics(which is also a publicly traded company) which manufactures night vision equipment. He has a BA inEconomics from Tel Aviv University and an MBA from New York University in Marketing and Finance.     ZVIKREIZMAN, who is 51 years old, served as the Vice President, Finance also for SoltamSystems from 1993 to present. He has served as Director of TGL Ltd, a manufacturer of rubberproducts since January of 2005. Mr. Kreizmanattended the Haifa School of Management,majoring in Certified Accounting. He is also certified by the Public Accountants Association ofIsrael.     LARRYMATHESON, who is 66 years old, has been the Chief Financial Officer of TSC Research, acompany involved in chemical manufacturing and research, from March of 1998 through October of2000. He is currently the Chief Executive Officer of TSC, holding that position since October 2005.Matheson attended North Carolina State receiving his Bachelor of Science degree in Engineering.He also attended the University of North Carolina – Chapel Hill, where he received his Masters ofBusiness Administration in Finance. He has previously held other positions as Cost Accountant,Controller, Vice President – Finance prior to becoming the CFO and CEO of TSC Research.     ROBERT A. ZUMMO, who is 64 years old has been the Chairman and Chief Executive Officer ofValentec Systems Inc. from October 2000 to present. He has previously been on the Executive andCompensation Committees.     There are no family relationships between any executive officers or directors of the Company.     We have not yet adopted a code of ethics applicable to our principal executive officer and ourprincipal financial and accounting officer. We are currently examining our corporate governanceand other
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policies and procedures. Following such examination, we expect to adopt a code of ethicsapplicable to all directors, officers and employees.***Audit Committee and Charter***          As of the date of this Statement, our audit committee consisted of the following directors:George Farley