8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2008

EACO CORPORATION

(Exact name of registrant as specified in its charter)

Florida	0-14311	59-2597349
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1500 N. Lakeview Avenue
Anaheim, CA	92807
(Address of principal executive offices)	(Zip Code)

(714) 876-2490

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02Results of Operation and Financial Condition.

On May 16, 2008, EACO Corporation (the “Company”) issued a press release announcing revised earnings for the first quarter of 2008. The corrected earnings release takes into account the impact of the settlement of the Company’s litigation with Horn Capital Realty on the first quarter results and corrects the first quarter financial information previously provided by the Company in its May 5, 2008 press release. A copy of the May 16, 2008 press release is attached as Exhibit 99.1.

Among other changes in the first quarter results compared to the May 5, 2008 press release, the corrected earnings show a $550,000 increase in loss from discontinued operations, net of income tax, and a $550,000 increase in accrued liabilities. The corrected net loss per share for the first quarter is $0.27 and the corrected shareholders’ equity as of the end of the first quarter is ($938,200).

For more information regarding the settlement of the Company’s litigation with Horn Capital Realty, please see the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2008.

The information in this report (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01Exhibits.

(d)Exhibits

Exhibit No.	Exhibit
99.1	Press release dated May 16, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this current report to be signed on its behalf by the undersigned, thereunto duly authorized.

EACO CORPORATION
By:	/s/ Glen Ceiley
	Name:  Glen Ceiley Title:    Chief Executive Officer        Date:    May 16, 2008

Exhibit Index

Exhibit No.	Exhibit
99.1	Press release dated May 16, 2008.

EX-99.1

EXHIBIT 99.1

Marta Araujo

Eaco Corporation

(714) 876-2490May 16, 2008

EACO CORPORATION ANNOUNCES SETTLEMENT AND REPORTS CORRECTED FIRST QUARTER RESULTS

ANAHEIM, CALIFORNIA - Eaco Corporation (OTCBB:EACO), today announced the settlement between the Company and Horn Capital Realty, with regards to litigation arising from the Company’s sale of substantially all of its restaurant assets (the “Asset Sale”) in June 2005.

In August 2005, the Company was sued in Miami-Dade County Circuit Court by a broker who claimed that a commission was payable to him in connection with the asset sale. On May 9, 2008, the Company, Horn Capital Realty and Jonathan Horn, individually and as President of Horn Capital Realty, entered into a written settlement agreement whereby the Company, without admitting liability, agreed to pay Horn Capital Realty the amount of $550,000 and Horn Capital Realty agreed to dismiss the lawsuit. Also under the settlement agreement, all parties mutually released each other with respect to claims arising out of or relating to the lawsuit.

The settlement agreement will be reported in the results of the Company for the quarter ended April 2, 2008 to be filed with the U.S. Securities and Exchange Commission on or around May 19, 2008. As a result, the Company’s previously reported earnings have been revised to reflect an increase in the loss from discontinued operations. Following are the revised earnings for the quarter ended April 2, 2008:

EACO CORPORATION

Unaudited Consolidated Statements of Operations

	For the Quarters Ended
	Apr 2,			Mar 28,
	2008			2007
Revenues:
Rental revenue	$	299,000		$	234,200
Total revenues		299,000			234,200
Costs and expenses:
Depreciation and amortization		203,100			89,300
General and administrative expenses		499,900			344,700
Loss on disposal of assets		—			226,100
Total costs and expenses		703,000			660,100
Loss from operations		(404,000	)		(425,900	)
Investment gain (loss)		95,700			(104,700	)
Interest and other income		62,800			29,500
Interest expense		(216,600	)		(125,800	)
Loss from continuing operations		(462,100	)		(626,900	)
Discontinued operations:
Loss from discontinued operations, net of income tax		(596,200	)		—

Net loss	(1,058,300)			(626,900)
Undeclared cumulative preferred stock dividend	—			(19,100)
Net loss attributable to common shareholders	$	(1,058,300	)	$	(646,000	)
Basic and diluted loss per share continuing operations	$	(0.12	)	$	(0.17	)
Discontinued operations		(0.15	)		(0.00	)
Net loss	$	(0.27	)	$	(0.17	)
Basic and diluted weighted average common shares outstanding		3,910,264			3,906,800

EACO CORPORATION

Unaudited Consolidated Balance Sheets

	Apr 2,			Jan 2,
	2008			2008
ASSETS
Current assets:
Cash and cash equivalents	$	241,000		$	1,030,600
Restricted cash- short-term		—			1,186,500
Receivables		46,400			6,500
Prepaid and other current assets		175,200			145,500
Total current assets		462,600			2,369,100
Investments, trading		—			290,700
Certificate of deposit		1,154,500			1,148,500
Property and equipment:
Land		5,682,800			5,682,800
Building and improvements		7,896,600			7,896,600
Equipment		2,398,900			2,398,900
		15,978,300			15,978,300
Accumulated depreciation		(2,851,400	)		(2,672,700	)
Net property and equipment		13,126,900			13,305,600
Other assets, principally deferred charges, net of accumulated amortization		891,100			884,400
	$	15,635,100		$	17,998,300
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	287,600		$	341,200
Securities sold, not yet purchased		—			786,500
Accrued liabilities		668,700			2,425,600
Due to related parties		1,423,500			—
Current portion of workers compensation benefit liability		265,600			132,100
Current portion of long-term debt		193,500			173,500

Current portion of obligation under capital lease		2,400			700
Current portion of accrued loss on sublease contract		85,700			81,100
Total current liabilities		2,927,000			3,940,700
Deferred rent		96,000			120,000
Deposit liability		165,900			156,900
Workers compensation benefit liability		3,478,700			3,669,900
Long-term debt		6,407,600			6,473,100
Obligations under capital lease		2,876,000			2,877,900
Accrued loss on sublease contract		622,100			639,800
Total liabilities		16,573,300			17,878,300
Stockholders’ equity:
Preferred stock of $.01 par; authorized 10,000,000 shares; outstanding 36,000 shares at April 2, 2008 and January 2, 2008 (liquidation value $900,000)		400			400
Common stock of $.01 par; authorized 8,000,000 shares; outstanding 3,910,264 shares at April 2, 2008 and January 2, 2008		39,000			39,000
Additional paid-in capital		10,932,600			10,932,300
Accumulated deficit		(11,910,200	)		(10,851,700	)
Total shareholders’ equity		(938,200	)		120,000
	$	15,635,100		$	17,998,300

Any statements that are not based on historical fact are forward-looking statements. Although such statements are based on management’s current estimates and expectations, and currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain. We, therefore, caution the reader that there are a variety of factors that could cause business conditions and results to differ materially from what is contained in our forward-looking statements. For a description of some of the factors which may occur that could cause actual results to differ from our forward-looking statements please refer to our 2007 Form 10-K.