UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): August 19, 2005

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


                               FILE NUMBER 0-11454
                            (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)


<PAGE>

Check  the  appropriate  box  below  if the  Form  8-K  filing  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 August 19,  2005,  Acorn  Holding  Corp.  ("Acorn")  issued to each of Robert
Zummo,  Avraham  (Miko) Gilat,  Larry  Matheson and Zwika  Kreisman a Warrant to
Purchase  Common Stock,  relating to shares of Acorn's  common stock,  par value
$0.01 (the "Common Stock").  The aggregate number of shares of Common Stock that
each of Mr.  Zummo and Mr.  Gilat  can  purchase  pursuant  to the  Warrants  to
Purchase  Common Stock (the  "Warrants") is 200,000 shares of Common Stock at an
exercise  price of $0.25 per share and the aggregate  number of shares of Common
Stock that each of Mr.  Matheson and Mr. Kreisman can purchase is 100,000 shares
of Common  Stock.  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 Acorn Board of  Directors,  and the Warrants
are intended to  compensate  them for their  service to Acorn as Board  members.
Messrs.   Zummo  and  Gilat  are  Chairman  and  Vice  Chairman  of  the  Board,
respectively.

The  foregoing is a summary of the terms and  conditions  of the form of Warrant
issued to each of Messrs.  Zummo,  Gilat,  Matheson,  and  Kreisman and does not
purport to be  complete.  The  foregoing  is also  qualified  in its entirety by
reference to the Warrant issued to each of Messrs.  Zummo,  Gilat,  Matheson and
Kreisman,  copies of which are filed as exhibits to this Current  Report on Form
8-K and are incorporated herein by reference.


Item 3.02. Unregistered Sales of Equity Securities.

On August 19, 2005, Acorn completed a private placement of securities to each of
Messrs.  Zummo, Gilat, Mathson, and Kreisman pursuant to which each of Mr. Zummo
and Mr. Gilat received Warrants to purchase up to 200,000 shares of Common Stock
at an  exercise  price of $0.25  per  share  and  each of Mr.  Matheson  and Mr.
Kreisman  received  Warrants to purchase up to 100,000 shares of Common Stock at
an exercise price of $0.25 per share/


<PAGE>

In  connection  with the private  placement,  Acorn relied on an exemption  from
registration  provided by Section 4(2) of the Securities Act of 1933, as amended
(the "Securities  Act"),  and Rule 506 promulgated  thereunder.  Messrs.  Zummo,
Gilat,  Matheson,  and Kreisman  represented to Acorn that they were "accredited
investors" as defined in Rule 501(a)  promulgated in the Securities Act and that
they were  receiving  the  Warrants for their own account and not with a present
view towards the public sale or distribution thereof.

As  described  in Item 1.01 of this  Current  Report on Form 8-K,  the  Warrants
became exercisable immediately and expire on August 19, 2008. Copies of Warrants
issued to each of Messrs.  Zummo,.  Gilat,  Matheson,  and Kreisman are filed as
exhibits  to this  Current  Report  on Form 8-K and are  incorporated  herein by
reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits Furnished.

10.1  Warrant to Purchase Common Stock of Acorn Holding Corp., dated as of
      August 19, 2005.

10.2  Warrant to Purchase Common Stock of Acorn Holding Corp., dated as of
      August 19, 2005.

10.3  Warrant to Purchase Common Stock of Acorn Holding Corp., dated as of
      August 19, 2005.

10.4  Warrant to Purchase Common Stock of Acorn Holding Corp., dated as of
      August 19, 2005.


<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.


Dated:  August 19, 2005


                                          ACORN HOLDING CORP.


                                          By: /s/ Robert Zummo
                                          --------------------------------------
                                          Robert Zummo
                                          Chief Executive Officer and Principal
                                          Accounting Officer
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): August 19, 2005

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

                               FILE NUMBER 0-11454
                            (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  filing  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 August 19,  2005,  Acorn  Holding  Corp.  ("Acorn")  issued to each of Robert
Zummo,  Avraham  (Miko) Gilat,  Larry  Matheson and Zwika  Kreisman a Warrant to
Purchase  Common Stock,  relating to shares of Acorn's  common stock,  par value
$0.01 (the "Common Stock").  The aggregate number of shares of Common Stock that
each of Mr.  Zummo and Mr.  Gilat  can  purchase  pursuant  to the  Warrants  to
Purchase  Common Stock (the  "Warrants") is 200,000 shares of Common Stock at an
exercise  price of $0.25 per share and the aggregate  number of shares of Common
Stock that each of Mr.  Matheson and Mr. Kreisman can purchase is 100,000 shares
of Common  Stock.  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 Acorn Board of  Directors,  and the Warrants
are intended to  compensate  them for their  service to Acorn as Board  members.
Messrs.   Zummo  and  Gilat  are  Chairman  and  Vice  Chairman  of  the  Board,
respectively.

The  foregoing is a summary of the terms and  conditions  of the form of Warrant
issued to each of Messrs.  Zummo,  Gilat,  Matheson,  and  Kreisman and does not
purport to be  complete.  The  foregoing  is also  qualified  in its entirety by
reference to the Warrant issued to each of Messrs.  Zummo,  Gilat,  Matheson and
Kreisman,  copies of which are filed as exhibits to this Current  Report on Form
8-K and are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

On August 19, 2005, Acorn completed a private placement of securities to each of
Messrs.  Zummo, Gilat, Mathson, and Kreisman pursuant to which each of Mr. Zummo
and Mr. Gilat received Warrants to purchase up to 200,000 shares of Common Stock
at an  exercise  price of $0.25  per  share  and  each of Mr.  Matheson  and Mr.
Kreisman  received  Warrants to purchase up to 100,000 shares of Common Stock at
an exercise price of $0.25 per share/
In  connection  with the private  placement,  Acorn relied on an exemption  from
registration  provided by Section 4(2) of the Securities Act of 1933, as amended
(the "Securities  Act"),  and Rule 506 promulgated  thereunder.  Messrs.  Zummo,
Gilat,  Matheson,  and Kreisman  represented to Acorn that they were "accredited
investors" as defined in Rule 501(a)  promulgated in the Securities Act and that
they were  receiving  the  Warrants for their own account and not with a present
view towards the public sale or distribution thereof.

As  described  in Item 1.01 of this  Current  Report on Form 8-K,  the  Warrants
became exercisable immediately and expire on August 19, 2008. Copies of Warrants
issued to each of Messrs.  Zummo,.  Gilat,  Matheson,  and Kreisman are filed as
exhibits  to this  Current  Report  on Form 8-K and are  incorporated  herein by
reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits Furnished.

10.1  Warrant to Purchase Common Stock of Acorn Holding Corp., dated as of
      August 19, 2005.

10.2  Warrant to Purchase Common Stock of Acorn Holding Corp., dated as of
      August 19, 2005.

10.3  Warrant to Purchase Common Stock of Acorn Holding Corp., dated as of
      August 19, 2005.

10.4  Warrant to Purchase Common Stock of Acorn Holding Corp., dated as of
      August 19, 2005.
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.

Dated:  August 19, 2005

                                          ACORN HOLDING CORP.

                                          By: /s/ Robert Zummo
                                          --------------------------------------
                                          Robert Zummo
                                          Chief Executive Officer and Principal
                                          Accounting Officer