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                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549

                                    FORM 12b-25

                            NOTIFICATION OF LATE FILING

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

|_| Form N-SAR  |_| Form N-CSR

      For Period Ended:  March 31, 2006
                         --------------

|_| Transition Report on Form 10-K    |_| Transition Report on Form 10-Q

|_| Transition Report on Form 20-F    |_| Transition Report on Form N-SAR

|_| Transition Report on Form 11-K

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

      Read attached instruction sheet before preparing form. Please print or
type.

      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: ------------------------

                                     PART I
                             Registrant Information

Full name of registrant:  Valentec Systems, Inc.
                          ----------------------
Former name if applicable:  Acorn Holding Corp.
                            --------------------

Address of Principal Executive Office (Street and number):  2629 York Avenue

City, state and zip code:  Minden, Louisiana 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 appropriate box.)

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



[X]   (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 before the fifteenth 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 Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, N-CSR, or the transition report portion thereof, could not be filed
within the prescribed time period. (Attach extra sheets if needed.)

      Due to unforeseeable circumstances which caused a delay in preparing the
financial statements for the quarter ended March 31, 2006, the Registrant
respectfully requests an extension of the filing date of its Quarterly Report on
Form 10-QSB for the period ended March 31, 2006.

                                     PART IV
                                Other Information

      1. Name and telephone number of person to contact in regard to this
notification:
     Robert A. Zummo                 (318)                    382-4574
- --------------------------------------------------------------------------------
          (Name)                  (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).

                                                                  |X| Yes |_| No

      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?

                                                                  |_| Yes |X| 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.



                               Valentec Systems, Inc.
                               ----------------------
                    (Name of registrant as specified in charter)

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

Date:  May 15, 2006             By: /s/ Robert A. Zummo
                                    --------------------------------------------
                                    Robert A. Zummo, Chairman, President and CEO

                                    ATTENTION
   Intentional misstatements or omissions of fact constitute Federal Criminal
                        Violations (See 18 U.S.C. 1001).