SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A1
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1995
Commission File No. 814-29
ACORN VENTURE CAPITAL CORPORATION
(Exact name of small business issuer in its charter)
Delaware 59-2332857
(State or other jurisdiction of IRS Employer Identification No.
incorporation or organization)
522 Park Street, Jacksonville, Florida 32204
(Address of principal executive offices) (Zip code)
Issuer's telephone number, including area code (904) 359-8624
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
Check whether the Issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the past 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
------ -----
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this Form, and no disclosure
will be contained, to the best of the Registrant's knowledge, in
definitive proxy or information statements incorporated by refer-
ence in Part III of this Form 10-KSB or any amendment to this Form
10-KSB. [ x ]
Issuer's revenues for the fiscal year ended December 31, 1995 were
$741,312.
The aggregate market value of the voting stock held by non-
affiliates of the Registrant as of April 1, 1996 (valued at the
average of the bid price of $1.125 and asked price of $1.1875 on
such date) was $3,199,135.
The number of shares of Common Stock outstanding (including shares
held by affiliates of the issuer) as of April 1, 1996: 5,538,906
Transitional Small Business Disclosure Format (check one):
Yes ; No X
------ ------
DOCUMENTS INCORPORATED BY REFERENCE: NONE
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ITEM 11. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
Security Ownership of Certain Beneficial Owners
- -----------------------------------------------
The following table sets forth, as of the close of business on
April 1, 1996, information as to those stockholders (other than
members of the Company's management), which are known by the
Company to beneficially own more than 5% of its outstanding Common
Stock (based solely upon filings by each of said holders with the
Commission on Schedule 13D of the 1934 Act:
No. of Shares
Name and Address Beneficially Percentage
of Beneficial Owner Owned(1) of Class
- ------------------- ------------- ----------
Asset Value Fund 913,409 16.5%
Limited Partnership
376 Main Street
P.O. Box 74
Bedminster, NJ 07921
Herbert Berman 313,600 5.7%
405 Lexington Avenue
New York, NY 10174
_______________
(1) Beneficial ownership, as reported in the above table, has been
determined in accordance with Rule 13d-3 under the 1934 Act.
Unless otherwise indicated, beneficial ownership includes both
sole voting and sole dispositive power.
Ownership by Management
- -----------------------
The following table sets forth, as of April 1, 1996, the
beneficial ownership of the Common Stock of the Company of (i) each
director (including the Named Executives) of the Company, and (ii)
all directors and executive officers of the Company as a group
(based upon information furnished by such persons). Under the
rules of the Commission, a person is deemed to be a beneficial
owner of a security if he has or shares the power to vote or direct
the voting of such security or the power to dispose or direct the
disposition of such security. Accordingly, more than one person
may be deemed to be a beneficial owner of the same securities. A
person is also deemed to be a beneficial owner of any securities of
which that person has the right to acquire beneficial ownership
within 60 days.
No. of Shares
Name and Address Beneficially Percentage
of Beneficial Owner(1) Owned(2) of Class
- ------------------------ ---------------- ----------
Bert Sager.............. 393,325(3)(4) 6.9%
Stephen A. Ollendorff... 1,367,246 23.4%
(4)(5)(6)
Edward N. Epstein....... 900,000(4)(5) 15.8%
Paula Berliner.......... 189,800(4)(7) 3.4%
Mark Auerbach........... - -
Ronald J. Manganiello... 153,500(8) 2.8%
Paul C. Meyer........... 17,330 *
Joel J. Silver.......... 3,000 *
J. Earl Templeton....... 2,000 *
Kenneth I. Sawyer....... - -
All directors and executive
officers as a group
(12 persons)........... 2,304,022(4) 36.6%
___________
* Less than 1%.
(1) The business address for purposes hereof of all of the
Company's directors and executive officers is in care of the
Company.
(2) Unless otherwise noted, the Company believes that all persons
in the table have sole voting and disposition power with
respect to all shares of Common Stock beneficially owned by
them.
(3) Does not include 41,825 shares owned by Marilyn Sager, his
wife, with respect to which he disclaims beneficial ownership.
(4) Includes the following shares that may be acquired upon the
exercise of options within 60 days of March , 1996: Mr.
Sager - 160,000; Mr. Ollendorff - 280,000; Mr. Epstein -
150,000; Ms. Berliner - 70,000; and all directors and
executive officers as a group (12 persons) - 750,000.
(5) Stephen A. Ollendorff has entered into an Irrevocable Proxy
and Voting Agreement With Respect to Election of Directors,
dated December 19, 1995, with Edward N. Epstein, with respect
to the 900,000 shares of Common Stock beneficially owned by
Mr. Epstein. Accordingly, Mr. Ollendorff's beneficial
ownership includes such shares. Other than as set forth, Mr.
Ollendorff disclaims beneficial ownership of such shares. See
"Certain Relationships and Related Transactions."
(6) Includes 1,000 shares owned of record by Bjorg Ollendorff, his
wife.
(7) Includes 27,500 shares owned of record by Warren Berliner, her
husband.
(8) Includes 18,500 shares owned of record by Lisa Manganiello,
his wife.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ACORN VENTURE CAPITAL CORPORATION
(Registrant)
Dated: April 10, 1996 By: Stephen A. Ollendorff
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Stephen A. Ollendorff
Chief Executive Officer
By: Larry V. Unterbrink
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Larry V. Unterbrink, Treasurer
(Principal Financial and
Accounting Officer)
