##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended May 31, 2011
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File No. 000-14311
 EACO CORPORATION
  Florida
    
    59-2597349(State of Incorporation)
    
    (I.R.S. EmployerIdentification No.)
 1500 NORTH LAKEVIEW AVENUE
ANAHEIM, CALIFORNIA 92807
 (714) 876-2490
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    

Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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TABLE OF CONTENTS  PART IItem 1 Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3 Quantitative and Qualitative Disclosures about Market RiskItem 4. Controls and ProceduresPART IIItem 1 Legal ProceedingsItem 1A Risk FactorsItem 2 Unregistered Sales of Equity Securities and Use of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. (Removed and Reserved)Item 5. Other InformationItem 6. ExhibitsSIGNATURESEXHIBIT INDEXEX-31.1EX-32.1    Table of Contents  
 PART I
FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 EACO Corporation and Subsidiaries
 Three Months Ended
    
    
    Nine Months EndedMay 31,
    
    
    May 31,2011
    
    
    2010(1)
    
    
    2011
    
    
    2010(1)Distribution sales
    
    $
    26,475
    
    
    $
    24,354
    
    
    $
    76,513
    
    
    $
    65,788Cost of goods sold
    
    
    19,273
    
    
    
    17,750
    
    
    
    55,850
    
    
    
    47,854Gross profit from distribution operations
    
    
    7,202
    
    
    
    6,604
    
    
    
    20,663
    
    
    
    17,934Rental revenue
    
    
    310
    
    
    
    291
    
    
    
    933
    
    
    
    778Cost of rental operations
    
    
    101
    
    
    
    476
    
    
    
    443
    
    
    
    1,334Gross profit (loss) from rental operations
    
    
    209
    
    
    
    (185
    )
    
    
    490
    
    
    
    (556
    )Operating expenses:Selling, general and administrative expenses
    
    
    6,032
    
    
    
    5,587
    
    
    
    18,168
    
    
    
    16,089Total operating expenses
    
    
    6,032
    
    
    
    5,587
    
    
    
    18,168
    
    
    
    16,089Income from operations
    
    
    1,379
    
    
    
    832
    
    
    
    2,985
    
    
    
    1,289Other non-operating income (expense):Gain (loss) on sale of trading securities
    
    
    69
    
    
    
    (258
    )
    
    
    322
    
    
    
    (3,478
    )Unrealized gain (loss) on trading securities
    
    
    (120
    )
    
    
    (19
    )
    
    
    20
    
    
    
    1,407Interest expense, net
    
    
    (188
    )
    
    
    (189
    )
    
    
    (575
    )
    
    
    (582
    )Net income (loss) before income taxes
    
    
    1,140
    
    
    
    366
    
    
    
    2,752
    
    
    
    (1,364
    )Provision for income taxes
    
    
    519
    
    
    
    51
    
    
    
    998
    
    
    
    304Net income (loss)
    
    
    621
    
    
    
    315
    
    
    
    1,754
    
    
    
    (1,668
    )Undeclared cumulative preferred stock dividend
    
    
    (19
    )
    
    
    (19
    )
    
    
    (57
    )
    
    
    (38
    )Net income (loss) attributable to common shareholders
    
    $
    602
    
    
    $
    296
    
    
    $
    1,697
    
    
    $
    (1,706
    )Basic and diluted income (loss) per share:Continuing operations
    
    $
    0.12
    
    
    $
    0.06
    
    
    $
    0.34
    
    
    $
    (0.34
    )Discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss) per share
    
    $
    0.12
    
    
    $
    0.06
    
    
    $
    0.34
    
    
    $
    (0.34
    )Basic and diluted weighted average common shares
outstanding
    
    
    4,861,590
    
    
    
    4,861,590
    
    
    
    4,861,590
    
    
    
    4,861,590
 
 (1)
    
    Retrospectively adjusted to include comparative historical information of Bisco
Industries, Inc., an affiliated company under common control by Eacos majority stockholder
acquired by Eaco on March 24, 2010.*
    
    All share and per share information gives effect to the 1 for 25 reverse stock split of the
Companys common stock effected on March 23, 2010 and the issuance of 4,705,669 shares
effective March 24, 2010 in connection with the merger with Bisco.  2




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##### Table of Contents



EACO Corporation and Subsidiaries
 May 31, 2011
    
    
    August 31, 2010(unaudited)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    1,661
    
    
    $
    1,260Trade accounts receivable, net
    
    
    11,911
    
    
    
    11,114Inventory, net
    
    
    11,904
    
    
    
    10,009Marketable securities, trading
    
    
    709
    
    
    
    817Prepaid expenses and other current assets
    
    
    357
    
    
    
    260Deferred tax asset, current
    
    
    1,093
    
    
    
    1,896Total current assets
    
    
    27,635
    
    
    
    25,356Non-current Assets:Restricted cash
    
    
    632
    
    
    
    866Real estate properties held for leasing, net
    
    
    10,127
    
    
    
    10,316Equipment and leasehold improvements, net
    
    
    991
    
    
    
    1,079Deferred tax asset
    
    
    3,558
    
    
    
    2,561Other assets, principally deferred charges, net of
accumulated amortization
    
    
    1,197
    
    
    
    1,147Total assets
    
    $
    44,140
    
    
    $
    41,325LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Trade accounts payable
    
    $
    9,648
    
    
    $
    9,226Accrued expenses and other current liabilities
    
    
    2,376
    
    
    
    1,823Line of credit
    
    
    
    
    
    
    8,900Liabilities of discontinued operations  short-term
    
    
    147
    
    
    
    147Current portion of long-term debt and obligation
under capital lease
    
    
    798
    
    
    
    300Total current liabilities
    
    
    12,969
    
    
    
    20,396Non-current Liabilities:Liabilities of discontinued operations  long-term
    
    
    2,763
    
    
    
    2,928Deposit liability
    
    
    147
    
    
    
    147Line of credit
    
    
    8,478
    
    
    
    Long-term debt
    
    
    7,269
    
    
    
    7,074Total liabilities
    
    
    31,626
    
    
    
    30,545Shareholders Equity:Convertible preferred stock of $0.01 par value;
authorized 10,000,000 shares; 36,000 shares
outstanding at May 31, 2011 and August 31, 2010
(liquidation value $900)
    
    
    1
    
    
    
    1Common stock of $0.01 par value; authorized
8,000,000 shares; 4,861,590 shares outstanding at
May 31, 2011 and August 31, 2010
    
    
    49
    
    
    
    49Additional paid-in capital
    
    
    12,378
    
    
    
    12,378Accumulated other comprehensive income
    
    
    619
    
    
    
    639Accumulated deficit
    
    
    (533
    )
    
    
    (2,287
    )Total shareholders equity
    
    
    12,514
    
    
    
    10,780Total liabilities and shareholders equity
    
    $
    44,140
    
    
    $
    41,325
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EACO Corporation and Subsidiaries
 Nine Months EndedMay 31,2011
    
    
    2010(1)Operating activities:Net income (loss)
    
    $
    1,754
    
    
    $
    (1,668
    )Adjustments to reconcile net income
(loss) to net cash (used in) provided by
operating activities:Depreciation and amortization
    
    
    585
    
    
    
    617Net (gain) loss on investments
    
    
    (342
    )
    
    
    2,072(Increase) decrease in:Trade accounts receivable
    
    
    (797
    )
    
    
    (2,135
    )Inventory
    
    
    (1,931
    )
    
    
    511Prepaid expenses and other assets
    
    
    (167
    )
    
    
    (223
    )Deferred tax asset
    
    
    (194
    )
    
    
    (33
    )Increase (decrease) in:Trade accounts payable
    
    
    422
    
    
    
    2,631Accrued expenses and other current
liabilities
    
    
    553
    
    
    
    (910
    )Deposit liability
    
    
    
    
    
    
    15Liabilities of discontinued operations
    
    
    (165
    )
    
    
    (184
    )Net cash (used in) provided by operating
activities
    
    
    (282
    )
    
    
    693Investing activities:Purchase of property and equipment
    
    
    (252
    )
    
    
    (206
    )Purchase of marketable securities,
trading
    
    
    
    
    
    
    (740
    )Securities sold
    
    
    450
    
    
    
    Payment of liabilities for short sales
    
    
    
    
    
    
    (1,101
    )Release of restricted cash
    
    
    234
    
    
    
    1,549Net cash provided by (used in) investing
activities
    
    
    432
    
    
    
    (498
    )Financing activities:Settlement of capital lease obligation
    
    
    
    
    
    
    (1,562
    )Borrowings (payments) on revolving
credit facility
    
    
    (422
    )
    
    
    633Borrowings of long-term debt
    
    
    1,000
    
    
    
    Payments on long-term debt
    
    
    (307
    )
    
    
    (174
    )Net cash provided by (used in) financing
activities
    
    
    271
    
    
    
    (1,103
    )Effect of foreign currency exchange
rate changes on cash and cash
equivalents
    
    
    (20
    )
    
    
    23
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Nine Months EndedMay 31,2011
    
    
    2010(1)Net increase (decrease) in cash and cash
equivalents
    
    
    401
    
    
    
    (885
    )Cash and cash equivalents  beginning of
period
    
    
    1,260
    
    
    
    1,683Cash and cash equivalents  end of period
    
    $
    1,661
    
    
    $
    798Supplemental disclosures of cash flow
information:Cash paid for interest
    
    $
    580
    
    
    $
    594Cash paid for taxes
    
    $
    159
    
    
    $
    1,398Non-cash investing activities:Deposit applied to purchase of
Deland Property
    
    $
    
    
    
    $
    200
 
 (1)
    
    Retrospectively adjusted to include comparative historical information of Bisco Industries,
Inc., an affiliated company under common control by EACOs majority stockholder acquired by EACO on
March 24, 2010.  5




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EACO CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 Note 1. Organization and Basis of Presentation
 Organization and Merger with Bisco Industries, Inc.
   Use of Estimates
  Basis of Presentation
   6




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Reclassification
  Principles of Consolidation
  Note 2. Significant Accounting Policies
 Restricted Cash
  Trade Accounts Receivable
  Inventories
  Revenue Recognition
   7




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Earnings (Loss) Per Common Share
  Foreign Currency Translation and Transactions
  Concentrations
   Segment Reporting
  Note 3. Debt
     8




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Note 4. Earnings (Loss) per Share
  For the Three Months
    
    
    For the Nine MonthsEnded May 31,
    
    
    Ended May 31,(In thousands, except share and per share information)
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010EPS   basic:Net income (loss)
    
    $
    621
    
    
    $
    315
    
    
    $
    1,754
    
    
    $
    (1,668
    )Less: preferred stock dividends
    
    
    (19
    )
    
    
    (19
    )
    
    
    (57
    )
    
    
    (38
    )Net income (loss) available for common shareholders
    
    $
    602
    
    
    $
    296
    
    
    $
    1,697
    
    
    $
    (1,706
    )Basic and diluted weighted average common shares outstanding
    
    
    4,861,590
    
    
    
    4,861,590
    
    
    
    4,861,590
    
    
    
    4,861,590Income (loss) per common share   basic
    
    $
    0.12
    
    
    $
    0.06
    
    
    $
    0.34
    
    
    $
    (0.34
    )Income (loss) per common share  diluted
    
    $
    0.12
    
    
    $
    0.06
    
    
    $
    0.34
    
    
    $
    (0.34
    )
  Note 5. Related Party Transactions
  Note 6. Segment Reporting
  For the Three Months Ended
    
    
    For the Three Months EndedMay 31, 2011
    
    
    May 31, 2010Rental
    
    
    
    
    
    
    
    
    
    Rental RealReal Estate
    
    
    Distribution
    
    
    Total
    
    
    Estate
    
    
    Distribution
    
    
    Total(in thousands)Revenues
    
    $
    310
    
    
    $
    26,475
    
    
    $
    26,785
    
    
    $
    291
    
    
    $
    24,354
    
    
    $
    24,645Cost of revenues
    
    
    101
    
    
    
    19,273
    
    
    
    19,374
    
    
    
    476
    
    
    
    17,750
    
    
    
    18,226Gross profit
    
    
    209
    
    
    
    7,202
    
    
    
    7,411
    
    
    
    (185
    )
    
    
    6,604
    
    
    
    6,419Selling, general
and administrative
expenses
    
    
    138
    
    
    
    5,894
    
    
    
    6,032
    
    
    
    54
    
    
    
    5,533
    
    
    
    5,587
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For the Nine Months Ended
    
    
    For the Nine Months EndedMay 31, 2011
    
    
    May 31, 2010Rental
    
    
    
    
    
    
    
    
    
    Rental RealReal Estate
    
    Distribution
    
    
    Total
    
    
    Estate
    
    
    Distribution
    
    
    Total(in thousands)Revenues
    
    $
    933
    
    
    $
    76,513
    
    
    $
    77,446
    
    
    $
    778
    
    
    $
    65,788
    
    
    $
    66,566Cost of revenues
    
    
    443
    
    
    
    55,850
    
    
    
    56,298
    
    
    
    1,334
    
    
    
    47,854
    
    
    
    49,188Gross profit
    
    
    490
    
    
    
    20,663
    
    
    
    21,148
    
    
    
    (556
    )
    
    
    17,934
    
    
    
    17,378Selling, general
and administrative
expenses
    
    $
    281
    
    
    $
    17,887
    
    
    $
    18,168
    
    
    $
    
    
    
    $
    16,089
    
    
    $
    16,089
 Note 7. Contingencies
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Cautionary Statements
  Overview
  10




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Critical Accounting Policies
 Use of Estimates
  Long-Lived Assets
  Revenue Recognition
   Liabilities of Discontinued Operations
  11




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Deferred Tax Assets
  Results of Operations
 Comparison of the Three Months Ended May 31, 2011 and 2010 (unaudited)
 Distribution Sales and Gross Profit ($ in thousands)
 Three Months Ended May 31,
    
    
    $
    
    
    %2011
    
    
    2010
    
    
    Change
    
    
    ChangeDistribution sales
    
    $
    26,475
    
    
    $
    24,354
    
    
    $
    2,121
    
    
    
    8.7
    %Cost of goods sold
    
    
    19,273
    
    
    
    17,750
    
    
    
    (1,523
    )
    
    
    (8.5
    )Gross profit
    
    $
    7,202
    
    
    $
    6,604
    
    
    $
    598Gross profit %
    
    
    27.2
    %
    
    
    27.1
    %
    
    
    
    
    
    
    (0.1
    )%
   Rental Income and Gross Profit ($ in thousands)
 Three Months Ended May 31,
    
    
    $
    
    
    %2011
    
    
    2010
    
    
    Change
    
    
    ChangeRental revenue
    
    $
    310
    
    
    $
    291
    
    
    $
    19
    
    
    
    6.5
    %Cost of rental operations
    
    
    101
    
    
    
    476
    
    
    
    375
    
    
    
    78.7Gross profit
    
    $
    209
    
    
    $
    (185
    )
    
    $
    394Gross profit %
    
    
    67.4
    %
    
    
    (63.5
    )%
    
    
    
    
    
    
    130.9
    %
 12




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##### Table of Contents



Selling, General and Administrative Expenses ($ in thousands)
 Three Months Ended May 31,
    
    
    $
    
    
    %2011
    
    
    2010
    
    
    Change
    
    
    ChangeSelling, general and administrative expenses
    
    $
    6,032
    
    
    $
    5,587
    
    
    $
    445
    
    
    
    7.9
    %Percent of distribution sales
    
    
    22.7
    %
    
    
    22.9
    %
    
    
    
    
    
    
    (0.2)
    %
  Non-operating Income (Expense) ($ in thousands)
 Three Months Ended May 31,
    
    
    $
    
    
    %Other income (expense):
    
    2011
    
    
    2010
    
    
    Change
    
    
    ChangeGain (loss) on sale of trading securities
    
    $
    69
    
    
    $
    (258
    )
    
    $
    327
    
    
    
    126.7
    %Unrealized loss on trading securities
    
    
    (120
    )
    
    
    (19
    )
    
    
    (101
    )
    
    
    (531.5
    )Interest expense, net
    
    
    (188
    )
    
    
    (189
    )
    
    
    1
    
    
    
    0.5Other income (expense), net
    
    $
    (239
    )
    
    $
    (466
    )
    
    $
    227
    
    
    
    48.7
    %Other income (expense), net as a percent of
distribution sales
    
    
    (0.9)
    %
    
    
    (1.9
    )%
    
    
    
    
    
    
    1.0
    %
  Income Tax Provision ($ in thousands)
 Three Months EndedMay 31,
    
    
    $
    
    
    %2011
    
    
    2010
    
    
    Change
    
    
    ChangeIncome tax provision
    
    $
    519
    
    
    $
    51
    
    
    $
    (468
    )
    
    
    917.6
    %Percent of net sales
    
    
    1.9
    %
    
    
    0.2
    %
    
    
    
    
    
    
    1.7
    %
  13




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Comparison of the Nine Months Ended May 31, 2011 and 2010 (unaudited)
 Distribution Sales and Gross Profit ($ in thousands)
 Nine Months Ended May 31,
    
    
    $
    
    

%2011
    
    
    2010
    
    
    Change
    
    
    ChangeDistribution sales
    
    $
    76,513
    
    
    $
    65,788
    
    
    $
    10,725
    
    
    
    16.3
    %Cost of goods sold
    
    
    55,850
    
    
    
    47,854
    
    
    
    (7,996
    )
    
    
    (16.7
    )Gross profit from distribution operations
    
    $
    20,663
    
    
    $
    17,934
    
    
    $
    2,729Gross profit %
    
    
    27.0
    %
    
    
    27.2
    %
    
    
    
    
    
    
    (0.2
    )%
  Rental Income and Gross Profit ($ in thousands)
 Nine Months Ended May 31,
    
    
    $
    
    
    %2011
    
    
    2010
    
    
    Change
    
    
    ChangeRental revenue
    
    $
    933
    
    
    $
    778
    
    
    $
    155
    
    
    
    19.9
    %Cost of rental operations
    
    
    443
    
    
    
    1,334
    
    
    
    891
    
    
    
    66.7Gross profit (loss) from rental operations
    
    $
    490
    
    
    $
    (556
    )
    
    $
    1,046Gross profit %
    
    
    52.5
    %
    
    
    (71.4
    )%
    
    
    
    
    
    
    123.9
    %
  Selling, General and Administrative Expenses ($ in thousands)
 Nine Months Ended May 31,
    
    
    
    
    
    
    %2011
    
    
    2010
    
    
    $ Change
    
    
    ChangeSelling, general and administrative expenses
    
    $
    18,168
    
    
    $
    16,089
    
    
    $
    2,079
    
    
    
    12.9
    %Percent of distribution sales
    
    
    23.7
    %
    
    
    24.4
    %
    
    
    
    
    
    
    (0.7
    )%
  Non-operating Income (Expense) ($ in thousands)
 Nine Months Ended May 31,
    
    
    $
    
    
    %Other income (expense):
    
    2011
    
    
    2010
    
    
    Change
    
    
    ChangeGain (loss) on sale of trading securities
    
    $
    322
    
    
    $
    (3,478
    )
    
    $
    3,800
    
    
    
    109.2
    %Unrealized gain on trading securities
    
    
    20
    
    
    
    1,407
    
    
    
    (1,387
    )
    
    
    98.5Interest expense, net
    
    
    (575
    )
    
    
    (582
    )
    
    
    7
    
    
    
    1.2Other income (expense), net
    
    $
    (233
    )
    
    $
    (2,653
    )
    
    $
    2,420
    
    
    
    91.2
    %Other income (expense), net as a percent of
distribution sales
    
    
    0.3
    %
    
    
    (4.0
    )%
    
    
    
    
    
    
    4.3
    %
 14




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Income Tax Provision ($ in thousands)
 Nine Months EndedMay 31,
    
    
    $
    
    
    %2011
    
    
    2010
    
    
    Change
    
    
    ChangeIncome tax provision
    
    $
    998
    
    
    $
    304
    
    
    $
    694
    
    
    
    228.2
    %Percent of net sales
    
    
    1.3
    %
    
    
    0.4
    %
    
    
    
    
    
    
    0.9
    %
  Liquidity and Capital Resources
      Cash Flows from Operating Activities
  15




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Cash Flows from Investing Activities
  Cash Flows from Financing Activities
  Off-Balance Sheet Arrangements
  Contractual Financial Obligations
  
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4. Controls and Procedures
 Evaluation of disclosure controls and procedures.
 Changes in internal control over financial reporting.
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##### Table of Contents



PART II
 OTHER INFORMATION
 
 Item 1. Legal Proceedings
   
 Item 1A. Risk Factors
 Our business is subject to a number of risks, some of which are discussed below. Other risks are
presented elsewhere in this report and in our other filings with the SEC, including our Annual
Report on Form 10-K and subsequent reports on Forms 10-Q and 8-K . If any of the risks actually
occur, our business, financial condition, or results of operations could be seriously harmed. In
that event, the market price for shares of our common stock may decline, and you could lose all or
part of your investment.
 Changes and uncertainties in the economy have harmed and could continue to harm our operating results.
  If we fail to develop and maintain an effective system of internal controls over financial reporting or are not able to adequately address certain identified material weaknesses in our
system of internal controls, we may not be able to report our financial results accurately or
timely or detect fraud, which could have a material adverse effect on the market price of our
common stock and our business.
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We have incurred significant losses in the past from trading in securities, and we may incur such
losses in the future, which may also cause us to be in violation of covenants under our loan
agreements.
   We rely heavily on our internal information systems, which, if not properly functioning, could
materially and adversely affect our business.
  We may not be able to attract and retain key personnel.
  We do not have long-term supply agreements or guaranteed price or delivery arrangements with the
majority of our suppliers.
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Our supply agreements are generally terminable at the suppliers discretion.
  The competitive pressures we face could have a material adverse effect on our business.
  Our estimate of the potential for opening offices in new geographic areas could be incorrect.
  We may be unable to meet our goals regarding new office openings.
  Opening sales offices in new markets presents increased risks that may prevent us from being
profitable in these new locations, and/or may adversely affect our operating results.
  We may not be able to identify new products and products lines, or obtain new product on favorable
terms and prices.
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Our ability to successfully attract and retain qualified sales personnel is uncertain.
  We generally do not have long-term sales contracts with our customers.
  Increases in energy costs and the cost of raw materials used in our products could impact our cost
of goods and distribution and occupancy expenses, which would result in lower operating margins.
  We may fail to realize some or all of the anticipated benefits of the merger with Bisco, which may
adversely affect the value of our common stock.
  The Companys Chairman and CEO holds almost all of our voting stock and the influence of our other
public stockholders over the election of directors and significant corporate actions will be
significantly limited.
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Sales of our common stock by Glen Ceiley could cause the price of our common stock to decline.
  Inclement weather and other disruptions to the transportation network could impact our distribution
system.
  Our advertising and marketing efforts may be costly and may not achieve desired results.
  We may not have adequate or cost-effective liquidity or capital resources.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Removed and Reserved)
 
 Item 5. Other Information
  
 Item 6. Exhibits
  No.
    
    Exhibit31.1
   
    Certification of Principal Executive Officer and Principal Financial
Officer pursuant to Securities Exchange Act Rules 13a-14(a) and
15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.32.1
    
    Certification of Principal Executive Officer and Principal Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
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##### Table of Contents



SIGNATURES
  EACO CORPORATION
(Registrant) Date: July 15, 2011
    /s/ Glen CeileyGlen CeileyChief Executive Officer
(Principal Executive Officer & Principal Financial Officer)/s/  Michael BainsMichael BainsController and Assistant Secretary
(Principal Accounting Officer) 22




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EXHIBIT INDEX
 No.
    
    Exhibit31.1
    
    Certification of Principal Executive Officer and Principal Financial Officer pursuant to
Securities and Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Principal Executive Officer and Principal Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act.
 23