SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
NAME OF ISSUER: ACORN VENTURE CAPITAL CORPORATION
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NUMBER: 004907101000
NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS:
Marian E. Gustafson
100 Park Avenue, 23rd Floor
New York, New York 10017
(212) 481-9500
DATE OF EVENT WHICH REQUIRES FILING: December 12, 1995
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box: ______
Check the following box if a fee is being paid with the
statement: x . (A fee is not required only if the
reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule
13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall be note deemed to be "filed for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
CUSIP NO.: 004907101000
1. NAME OF REPORTING PERSON: Paula Berliner
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (b) x
3. (SEC USE ONLY)
4. SOURCE OF FUNDS: PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
Yes No
6. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.
7. SOLE VOTING POWER: 162,300
8. SHARED VOTING POWER: 27,500
9. SOLE DISPOSITIVE POWER: 162,300
10. SHARED DISPOSITIVE POWER: 27,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 189,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: Yes x No
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
3.4%
14. TYPE OF REPORTING PERSON: IN
<PAGE>
ITEM 1. SECURITY AND ISSUER
The title of the class of the equity securities to
which this Schedule 13D relates is the Common Stock, $.01
par value (the "Common Stock"), of Acorn Venture Capital
Corporation, a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at
522 Park Street, Jacksonville, Florida 32204.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being filed by Paula
Berliner (the "Reporting Person").
(b) The principal business address of the
Reporting Person is located at 2700 N. 29th Avenue, Suite
220, Hollywood, Florida 33020.
(c) The Reporting Person is a business consultant
having a principal place of business at the address set
forth in Item 2(b). The Reporting Person is a Vice
President and Director of the Company.
(d) and (e) During the last five years, the
Reporting Person has neither (i) been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), nor (ii) been a party to a civil proceeding
of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation of such laws.
(f) U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person purchased, on an individual
basis, on December 12 and December 14, 1995, an aggregate of
25,000 shares of Common Stock, from two individuals on a
private placement basis, for an aggregate purchase price of
$25,700, as more specifically described in Item 5(c) below.
The Reporting Person and the following persons, as
a group, purchased an aggregate of 615,000 shares of Common
Stock. Each of the parties identified, although acting as a
group in acquiring the shares, except as disclosed herein,
disclaims acting as a group in holding or disposing of such
shares and disclaims "beneficial ownership" in the shares of
each of such persons (other than himself or herself). In
addition, it is Reporting Person's belief that each member
of the group is filing a Schedule 13D on an individual
basis.
Members of Group
-----------------
Edward N. Epstein
Bert Sager
Herbert Berman
Ronald J. Manganiello
Stephen A. Ollendorff
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person purchased the 25,000 shares
of Common Stock for the purpose of investment, as well as to
demonstrate her commitment to the long-term viability of the
Company and to help deter any change in control that the
Board of Directors does not feel is in the best interests of
the Company.
The Reporting Person has no plans or proposals
which relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of December 21, 1995, the Reporting Person
beneficially owned 189,800 shares of Common Stock,
representing approximately 3.4% of the shares of Common
Stock outstanding as of that date.
(b) The Reporting Person has sole voting and
investment power of 137,300 shares of Common Stock bene-
ficially owned by her (which includes 70,000 shares issuable
upon exercise of options exercisable within 60 days) and
shared voting and investment power on 27,500 shares owned by
her husband.
(c) On December 12, 1995, the Reporting Person
purchased 20,325 shares of restricted Common Stock of the
Company, from an individual, on a private placement basis,
for a purchase price of $21,543.
On December 14, 1995, the Reporting Person
purchased 4,675 shares of restricted Common Stock of the
Company, from an individual, on a private placement basis,
for a purchase price of $4,157.
(d) No person other than the Reporting Person is
known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds of the sale
of the 70,000 shares of Common Stock underlying the options
when purchased, or the 67,300 directly owned by the
Reporting Person. No person other than the Reporting
Person's husband is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds of the sale of the 27,500 shares owned by him.
(e) The Reporting Person, as disclosed in Item
3 above, although acting as a group in acquiring the shares,
disclaims "beneficial ownership" in the shares of each of
such persons (other than himself or herself), and is filing
a Schedule 13D on an individual basis. Accordingly, the
Reporting Person does not on an individual basis own more
than five percent of the securities described.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
Not applicable.
ITEM 7. MATERIALS TO BE FILED AS AN EXHIBIT
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned
certifies that the information set forth in this Schedule
13D is true, complete and correct.
Dated: December 21, 1995
Paula Berliner
---------------------------
PAULA BERLINER
