**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-Q/A**


**(Amendment
      No. 1)**





QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
                EXCHANGE ACT OF 1934For
                the quarterly period ended**June
                30, 2007**





Commission
      file number: **0-19771**





**ACORN
      FACTOR, INC.**


(Exact
      name of registrant as specified in its charter)





**Delaware**
            
            **22-2786081**(State
                or other jurisdiction of
            
            (I.R.S.
                Employerincorporation
                or organization)
            
            Identification
                No.)**4
                  West Rockland Road,**
                **Montchanin,
                  Delaware**
            
            **19710**(Address
                of principal executive offices)
            
            (Zip
                Code)





**(302)
      656-1708**


(Registrant’s
      telephone number, including area code)




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.    Yes x  No  ̈





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange
      Act.


Large
                accelerated filer  ̈
            Accelerated
                filer  ̈
            Non-accelerated
                filer x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).  Yes  ̈  No
x





Indicate
      the number of shares outstanding of each of the issuer's classes of common
      stock, as of the latest practicable date.





Class
            
            Outstanding
                at August 14, 2007Common
                Stock, $0.01 par value per share
            
            10,117,943
                shares





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**EXPLANATORY
      NOTE**





We
        are
        filing this Amendment No. 1 to Form 10-Q/A to the Registrant’s Quarterly Report
        on Form 10-Q for the quarter ended June 30, 2007 filed with the Securities
        and
        Exchange Commission on August 20, 2007 (the “Original Filing”) to make the
        following corrections to the Original Filing: (i) the address of the
        Registrant’s principal executive offices and telephone number on the cover page;
        and (ii) a typographical error contained in Exhibit 31.2. Accordingly we
        are
        re-filing Exhibits 31.1 and 31.2 pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002, as amended and Exhibits 32.1 and 32.2 pursuant to Section 906
        of
        the Sarbanes-Oxley Act of 2002, so that such certifications are dated as
        of this
        Amendment No. 1.  We have not made any other changes to the Original
        Filing.




Except
      as
      identified in the immediately preceding paragraph, no other items included
      in
      the Original Filing have been amended. This Amendment No.1 on Form 10-Q/A does
      not modify or attempt to update the financial statements, footnotes or any
      other
      disclosures as contained in the Original Filing.





**Item
      6.**  **Exhibits.**





31.1
            
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.31.2
            
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.32.1
            
            Certification
                of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002.32.2
            
            Certification
                of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002.




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**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 its Principal Financial
      Officer thereunto duly authorized.




**ACORN FACTOR,
              INC.**Dated:
                September 6, 2007By:
            **/s/**Michael
              BarthMichael
              BarthChief
              Financial Officer




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