UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

                        Commission File Number: 000-33127

(Check One):      |_| Form 10-K    |_| Form 20-F     |_| Form 11-K
                  |X| Form 10-Q    |_| Form N-SAR    |_| Form N-CSR

For Period Ended: June 30, 2005

|_|  Transition Report on Form 10-K and Form 10-KSB
|_|  Transition Report on Form 20-F
|_|  Transition Report on Form 11-K
|_|  Transition Report on Form N-SAR
|_|  Transition Report on Form 10-Q and Form 10-QSB

For the Transition Period Ended:
                                 ----------------------------

      Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

      If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates: N/A



                         PART I. REGISTRANT INFORMATION

Full name of registrant:                    Acorn Holding Corp.

Former name if applicable:                  N/A

Address of principal executive office:      2618 York Avenue
                                            Minden, LA 71055

                        PART II. RULE 12B-25 (B) AND (C)

      If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)

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             (a) The reasons described in reasonable detail in Part III
             of this form could not be eliminated without unreasonable
             effort or expense;

             (b) The subject annual report, semi-annual report,
             transition report on Form 10-K, Form 20-F, Form 11-K, Form
             N-SAR or Form N-CSR, or portion thereof, will be filed on or
 [X]         before the 15th calendar day following the prescribed due
             date; or the subject quarterly report or transition report
             on Form 10-Q, or portion thereof will be filed on or before
             the fifth calendar day following the prescribed due date;
             and

             (c) The accountant's statement or other exhibit required by
             Rule 12b-25(c) has been attached if applicable.
- --------------------------------------------------------------------------------

                               PART III. NARRATIVE

      State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q, 10-QSB, N-SAR, N-CSR, or the transition report or portion thereof, could
not be filed within the prescribed time period.

      The Registrant cannot file its Quarterly Report on Form 10-QSB for the
period ended June 30, 2005 within the prescribed time period because of delays
beyond its control involving the information from 2004 in completing the
preparation of its unaudited financial statements and management's discussion
and analysis.



                           PART IV. OTHER INFORMATION

      (1) Name and telephone number of person to contact in regard to this
notification.

                                  Robert Zummo
                  ---------------------------------------------
                                     (Name)

                                  318/382-4574
                  ---------------------------------------------
                          (Area Code)(Telephone Number)

      (2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
                                            |_| Yes |X| No

The quarterly reports for 2004 and the annual report for 2004 have not been
filed.

      (3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
                                            |X| Yes |_| No

      If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

Acorn Holding has had nominal operations until it entered into a Stock Purchase
and Share Exchange Agreement dated June 6, 2005 with Valentec Systems, Inc.
pursuant to which the it acquired from the shareholders of Valentec Systems
all of the shares of Valentec Systems and Valentec Systems became a wholly owned
subsidiary of Acorn Holding. Valentec Systems expects to report revenues of
approximately $10,000,000 through June 30, 2005 but cannot compare the prior
period results of Acorn Holding until the 10-QSB for Acorn Holding for the six
month period ending June 30, 2004 is completed.

Acorn Holding Corp.
- -------------------
(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date         August 15, 2005                By: /s/ Robert Zummo
      ----------------------------              -----------------------
                                                Robert Zummo
                                                Chief Executive Officer