UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                     ---------------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

      Date of Report (Date of earliest event reported) : September 1, 2005

                               ACORN HOLDING CORP.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

                              FILE NUMBER 000-11454
                            (Commission File Number)

<TABLE>
<CAPTION>
--------------------------------------------------   ------------------------------------
<S>                                                                <C>
          DELAWARE                                                 59-2332857
--------------------------------------------------   ------------------------------------
(State or other Jurisdiction of                         (I.R.S. Employer Identification)
Incorporation or Organization)
--------------------------------------------------   ------------------------------------
</TABLE>

<PAGE>

                                2618 York Avenue
                                Minden, LA 71055
                    (Address of Principal Executive Offices)

                                 (318) 382-4574
              (Registrant's telephone number, including area code)

         Check  the  appropriate  box  below  if the  Form  8-K is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):

         |_|  Written   communications   pursuant  to  Rule  425  under  the
Securities Act (17 CFR 230.425)

         |_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)

         |_|  Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))

         |_|  Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01.  Entry into a Material Definitive Agreement.

      On September 1, 2005,  Acorn  Holding Corp  ("Acorn"),  together  with its
wholly owned subsidiary, Valentec Systems, Inc.("Valentec Systems") entered into
a master factoring agreement,  as amended by addendum number 1 to that agreement
and a $7,500,000  revolving credit promissory note, with Rockland Credit Finance
LLC ("Rockland") whereby Rockland agreed, subject to its prior review, to accept
and purchase  certain  accounts  receivable in connection  with  contracts  that
Valentec Systems has with the U.S. government and the Israeli government for the
production primarily of ammunition and light weapons for military use. Acorn and
Valentec  Systems cannot enter into alternative  credit  financing  arrangements
without  Rockland's  prior  approval,  unless  Rockland  rejects any  particular
account for sale and assignment, in which case that rejected account may be sold
and  assigned  or  pledged  without  restriction.  Rockland  will pay  Acorn and
Valentec  Systems 85% of the  aggregate  net face value of any assigned  account
less a discount fee of 1% of the assigned  account,  a processing fee of 2% plus
the Wall Street  Journal  prime rate with respect to each  assigned  account and
certain  administrative fees. Acorn and Valentec Systems have granted a security
interest  to  Rockland  in all assets of both  companies.  The master  factoring
agreement  has a term  of one  year  and  automatically  renews  for  successive
one-year periods without the necessity of any further notice or action by any of
the parties  unless  earlier  terminated by written notice not less than 60 days
prior to the effective date of termination.  Acorn Holding and Valentec  Systems
are jointly liable and severable for all obligations  under the master factoring
agreement.

      Under addendum number 1 to the master  factoring  agreement,  Rockland has
extended  a  revolving  line  of  credit  in the  maximum  principal  amount  of
$7,500,000 to be used for working capital in the ordinary course of the business
operations of Acorn and Valentec Systems.  The amount that can be borrowed under
the line of credit is subject to  borrowing  limitations  set forth in  addendum
number 1. The  revolving  credit  promissory  note  issued by Acorn  Holding and
Valentec   Systems  to  Rockland  bears  interest  at  12%  per  annum  plus  an
administrative services fee at a fluctuating rate per annum equal to 2% plus the
Wall Street  Journal prime rate.  All payment of principal and accrued  interest
and fees are due and  payable  on the  earlier  of the last day of the  12-month
initial term or following the occurrence of an event of default under the master
factoring  agreement,  including  a  material  breach  of the  master  factoring
agreement,  addendum  number  1 and the  revolving  credit  promissory  note,  a
material adverse change in management, financial condition or business prospects
of Acorn or Valentec Systems,  the  discontinuance or suspension of any business
operation  currently  being  conducted by Acorn or Valentec  Systems or Acorn or
Valentec  Systems  becoming  insolvent  or  unable to meet  their  debts as they
mature.

         A copy of the master  factoring  agreement,  addendum  number 1 and the
revolving  credit  promissory note are attached to this report as exhibits 10.1,
10.2 and 10.3 respectively, and are incorporated herein by reference.

<PAGE>

         Item 2.03  Creation of a Direct  Financial  Obligation or an Obligation
under and Off-Balance Sheet Arrangement of a Registrant.

         The disclosure provided in Item 1.01 above is incorporated by reference
into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits Furnished

10.1  Master  Factoring  Agreement,  dated September 1, 2005 among Acorn Holding
      Corp., Valentec Systems, Inc. and Rockland Credit Finance LLC

10.2  Addendum  Number 1 to MFA dated  September  1, 2005,  among Acorn  Holding
      Corp., Valentec Systems, Inc. and Rockland Credit Finance LLC

10.3  Revolving  Credit  Promissory  Note,  dated September 1, 2005, among Acorn
      Holding Corp., Valentec Systems, Inc. and Rockland Credit Finance LLC

<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.

                                    By:  /s/ Robert A. Zummo
                                         ------------------------------------
                                         Robert A. Zummo
                                         President and Chief Executive Officer
                                         ACORN HOLDING CORP.

Date: September 8, 2005
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                     ---------------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

      Date of Report (Date of earliest event reported) : September 1, 2005

                               ACORN HOLDING CORP.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

                              FILE NUMBER 000-11454
                            (Commission File Number)
--------------------------------------------------   ------------------------------------
DELAWARE                                                 59-2332857
--------------------------------------------------   ------------------------------------
(State or other Jurisdiction of                         (I.R.S. Employer Identification)
Incorporation or Organization)
--------------------------------------------------   ------------------------------------
2618 York Avenue
                                Minden, LA 71055
                    (Address of Principal Executive Offices)

                                 (318) 382-4574
              (Registrant's telephone number, including area code)

         Check  the  appropriate  box  below  if the  Form  8-K is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):

         |_|  Written   communications   pursuant  to  Rule  425  under  the
Securities Act (17 CFR 230.425)

         |_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)

         |_|  Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))

         |_|  Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01.  Entry into a Material Definitive Agreement.

      On September 1, 2005,  Acorn  Holding Corp  ("Acorn"),  together  with its
wholly owned subsidiary, Valentec Systems, Inc.("Valentec Systems") entered into
a master factoring agreement,  as amended by addendum number 1 to that agreement
and a $7,500,000  revolving credit promissory note, with Rockland Credit Finance
LLC ("Rockland") whereby Rockland agreed, subject to its prior review, to accept
and purchase  certain  accounts  receivable in connection  with  contracts  that
Valentec Systems has with the U.S. government and the Israeli government for the
production primarily of ammunition and light weapons for military use. Acorn and
Valentec  Systems cannot enter into alternative  credit  financing  arrangements
without  Rockland's  prior  approval,  unless  Rockland  rejects any  particular
account for sale and assignment, in which case that rejected account may be sold
and  assigned  or  pledged  without  restriction.  Rockland  will pay  Acorn and
Valentec  Systems 85% of the  aggregate  net face value of any assigned  account
less a discount fee of 1% of the assigned  account,  a processing fee of 2% plus
the Wall Street  Journal  prime rate with respect to each  assigned  account and
certain  administrative fees. Acorn and Valentec Systems have granted a security
interest  to  Rockland  in all assets of both  companies.  The master  factoring
agreement  has a term  of one  year  and  automatically  renews  for  successive
one-year periods without the necessity of any further notice or action by any of
the parties  unless  earlier  terminated by written notice not less than 60 days
prior to the effective date of termination.  Acorn Holding and Valentec  Systems
are jointly liable and severable for all obligations  under the master factoring
agreement.

      Under addendum number 1 to the master  factoring  agreement,  Rockland has
extended  a  revolving  line  of  credit  in the  maximum  principal  amount  of
$7,500,000 to be used for working capital in the ordinary course of the business
operations of Acorn and Valentec Systems.  The amount that can be borrowed under
the line of credit is subject to  borrowing  limitations  set forth in  addendum
number 1. The  revolving  credit  promissory  note  issued by Acorn  Holding and
Valentec   Systems  to  Rockland  bears  interest  at  12%  per  annum  plus  an
administrative services fee at a fluctuating rate per annum equal to 2% plus the
Wall Street  Journal prime rate.  All payment of principal and accrued  interest
and fees are due and  payable  on the  earlier  of the last day of the  12-month
initial term or following the occurrence of an event of default under the master
factoring  agreement,  including  a  material  breach  of the  master  factoring
agreement,  addendum  number  1 and the  revolving  credit  promissory  note,  a
material adverse change in management, financial condition or business prospects
of Acorn or Valentec Systems,  the  discontinuance or suspension of any business
operation  currently  being  conducted by Acorn or Valentec  Systems or Acorn or
Valentec  Systems  becoming  insolvent  or  unable to meet  their  debts as they
mature.

         A copy of the master  factoring  agreement,  addendum  number 1 and the
revolving  credit  promissory note are attached to this report as exhibits 10.1,
10.2 and 10.3 respectively, and are incorporated herein by reference.
Item 2.03  Creation of a Direct  Financial  Obligation or an Obligation
under and Off-Balance Sheet Arrangement of a Registrant.

         The disclosure provided in Item 1.01 above is incorporated by reference
into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits Furnished

10.1  Master  Factoring  Agreement,  dated September 1, 2005 among Acorn Holding
      Corp., Valentec Systems, Inc. and Rockland Credit Finance LLC

10.2  Addendum  Number 1 to MFA dated  September  1, 2005,  among Acorn  Holding
      Corp., Valentec Systems, Inc. and Rockland Credit Finance LLC

10.3  Revolving  Credit  Promissory  Note,  dated September 1, 2005, among Acorn
      Holding Corp., Valentec Systems, Inc. and Rockland Credit Finance LLC
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.

                                    By:  /s/ Robert A. Zummo
                                         ------------------------------------
                                         Robert A. Zummo
                                         President and Chief Executive Officer
                                         ACORN HOLDING CORP.

Date: September 8, 2005