Edgar Filing: GOLDEN ENTERPRISES INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 1, 2007
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-4339

GOLDEN ENTERPRISES, INC.
------------------------
(Exact name of registrant as specified in its charter)

Delaware 63-0250005
--------------------------------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

One Golden Flake Drive
Birmingham, Alabama 35205
--------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number including area code (205) 458-7316

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Capital Stock, Par Value $0.66(2)/3
(Title of Class)

Indicate by check mark if the Registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes ( ) No (X)

Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes ( ) No (X)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 ( )

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-K or any amendment to this
Form 10-K. (X)

Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. (as defined in Rule 12b-2 of the
Act). (Check One)
Large accelerated filer ( ) Accelerated filer ( ) Non-accelerated filer (X)

Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes ( ) No (X)

State the aggregate market value of the voting common stock held by
non-affiliates of the registrant as of August 3, 2007.
Common Stock, Par Value $0.66 2/3 --$17,470,091

Indicate the number of shares outstanding of each of the Registrant's Classes of
Common Stock, as of August 3, 2007.

Class Outstanding at August 3, 2007
----- -----------------------------
Common Stock, Par Value $0.66 2/3 11,835,330 shares

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Proxy Statement for the Annual Meeting of Stockholders to
be held on September 20, 2007 are incorporated by reference into Part III.

TABLE OF CONTENTS

FORM 10-K ANNUAL REPORT -2007
GOLDEN ENTERPRISES, INC.

Page
----

PART I.
Item 1. Business..................................................... 3
Item 1A. Risk Factors................................................. 6
Item 1B. Unresolved Staff Comments.................................... 6
Item 2. Properties................................................... 7
Item 3. Legal Proceedings............................................ 7
Item 4. Submission of Matters to a Vote of Security Holders.......... 8

PART II.

Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities............ 8
Item 6. Selected Financial Data...................................... 11
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 12
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.... 18
Item 8. Financial Statements and Supplementary Data.................. 18
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure....................... 41
Item 9A. Controls and Procedures...................................... 41
Item 9B. Other Information............................................ 41

PART III.

Item 10. Directors and Executive Officers and Corporate Governance.... 41
Item 11. Executive Compensation....................................... 41
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters........ 42
Item 13. Certain Relationships and Related Transactions and Director
Independence................................................ 42
Item 14. Principal Accountant Fees and Services....................... 42

PART IV.

Item 15. Exhibits and Financial Statement Schedules................... 43

PART I

ITEM 1. - BUSINESS

Golden Enterprises, Inc. (the "Company") is a holding company which owns all of
the issued and outstanding capital stock of Golden Flake Snack Foods, Inc., a
wholly-owned operating subsidiary company ("Golden Flake"). Golden Enterprises
is paid a fee by Golden Flake for providing management services for it.

The Company was originally organized under the laws of the State of Alabama as
Magic City Food Products, Inc. on June 11, 1946. On March 11, 1958, it adopted
the name Golden Flake, Inc. On June 15, 1963, the Company purchased Don's Foods,
Inc. a Tennessee corporation which was merged into the Company on December 10,
1966. The Company was reorganized December 31, 1967 as a Delaware corporation
without changing any of its assets, liabilities or business. On January 1, 1977,
the Company, which had been engaged in the business of manufacturing and
distributing potato chips, fried pork skins, cheese curls and other snack foods,
spun off its operating division into a separate Delaware corporation known as
Golden Flake Snack Foods, Inc. and adopted its present name of Golden
Enterprises, Inc.

The Company owns all of the issued and outstanding capital stock of Golden Flake
Snack Foods, Inc.

Golden Flake Snack Foods, Inc.

General

Golden Flake Snack Foods, Inc. ("Golden Flake") is a Delaware corporation with
its principal place of business and home office located at One Golden Flake
Drive, Birmingham, Alabama. Golden Flake manufactures and distributes a full
line of salted snack items, such as potato chips, tortilla chips, corn chips,
fried pork skins, baked and fried cheese curls, onion rings and puff corn. These
products are all packaged in flexible bags or other suitable wrapping material.
Golden Flake also sells a line of cakes and cookie items, canned dips, pretzels,
peanut butter crackers, cheese crackers, dried meat products and nuts packaged
by other manufacturers using the Golden Flake label. No single product or
product line accounts for more than 50% of Golden Flake's sales, which affords
some protection against loss of volume due to a crop failure of major
agricultural raw materials.

Raw Materials

Golden Flake purchases raw materials used in manufacturing and processing its
snack food products on the open market and under contract through brokers and
directly from growers. A large part of the raw materials used by Golden Flake
consists of farm commodities which are subject to precipitous change in supply
and price. Weather varies from season to season and directly affects both the
quality and supply available. Golden Flake has no control over the agricultural
aspects and its profits are affected accordingly.

Distribution

Golden Flake sells its products through its own sales organization and
independent distributors to commercial establishments which sell food products
in Alabama and in parts of Tennessee, Kentucky, Georgia, Florida, Mississippi,
Louisiana, North Carolina, South Carolina, Arkansas, Missouri and Texas. The
products are distributed by approximately 470 route salesmen and independent
distributors who are supplied with selling inventory by the Company's trucking
fleet which operates out of Birmingham, Alabama, Nashville, Tennessee, and
Ocala, Florida. All of the route salesmen are employees of Golden Flake and use

the direct-store delivery system. Golden Flake is not dependent upon any single
customer, or a few customers, the loss of any one or more of which would have a
material adverse effect on its business. No single customer accounts for more
than 10% of its total sales. Golden Flake has a fleet of 821 company owned
vehicles to support the route sales system, including 45 tractors and 122
trailers for long haul delivery to the various company warehouses located
throughout its distribution areas, 591 store delivery vehicles and 63 cars and
miscellaneous vehicles.

Competition

The snack foods business is highly competitive. In the area in which Golden
Flake operates, many companies engage in the production and distribution of food
products similar to those produced and sold by Golden Flake. Most, if not all,
of Golden Flake's products are in direct competition with similar products of
several local and regional companies and at least one national company, the
Frito Lay Division of Pepsi Co., Inc., which are larger in terms of capital and
sales volume than is Golden Flake. Golden Flake is unable to state its relative
position in the industry. Golden Flake's marketing thrust is aimed at selling
the highest quality product possible and giving good service to its customers,
while being competitive with its prices. Golden Flake constantly tests the
quality of its products for comparison with other similar products of
competitors and maintains tight quality controls over its products.

Employees

Golden Flake employs approximately 970 employees. Approximately 584 employees
are involved in route sales and sales supervision, approximately 274 are in
production and production supervision, and approximately 112 are management and
administrative personnel.

Golden Flake believes that the performance and loyalty of its employees are two
of the most important factors in the growth and profitability of its business.
Since labor costs represent a significant portion of Golden Flake's expenses,
employee productivity is important to profitability. Golden Flake considers its
relations with its employees to be excellent.

Golden Flake has a 401(k) Profit Sharing Plan and an Employee Stock Ownership
Plan designed to reward the long term employee for his/her loyalty. In addition,
the employees are provided medical insurance, life insurance, and an accident
and sickness salary continuance plan. Golden Flake believes that its employee
wage rates are competitive with those of its industry and with prevailing rates
in its area of operations.

Other Matters

The Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, and amendments to these reports, are available via
the Company's website. The website address is www.goldenflake.com. All required
reports are made available on the website as soon as reasonably practicable
after they are electronically filed with the Securities and Exchange Commission.

Environmental Matters

There have been no material effects of compliance with government provisions
regulating discharge of materials into the environment.

Recent Developments

No significant changes have occurred in the kinds of products manufactured or in
the markets or methods of distribution, and no material changes or developments
have occurred in the business done and intended to be done by Golden Flake.

Executive Officers Of Registrant
And Its Subsidiary

Name and Age Position and Offices with Management
------------ ------------------------------------

John S. Stein, 70 Mr. Stein is Chairman of the Board. He was elected Chairman
on June 1, 1996. He served as Chief Executive Officer from
1991 to April 4, 2001, and as President from 1985 to 1998
and from June 1, 2000 to April 4, 2001. Mr. Stein also
served as President of Golden Flake Snack Foods, Inc. from
1976 to 1991. Mr. Stein retired as an employee with the
Company on May 31, 2002. Mr. Stein is elected Chairman
annually, and his present term will expire on June 1, 2008.

Mark W. McCutcheon, 52 Mr. McCutcheon is Chief Executive Officer and President of
the Company and President of Golden Flake Snack Foods, Inc.,
a wholly owned subsidiary of the Company. He was elected
President and Chief Executive Officer of the Company on
April 4, 2001 and President of Golden Flake on November 1,
1998. He has been employed by Golden Flake since 1980. Mr.
McCutcheon is elected Chief Executive Officer and President
of the Company and President of Golden Flake annually, and
his present terms will expire on June 1, 2008.

Patty Townsend, 49 Ms. Townsend is Chief Financial Officer, Vice President and
Secretary of Golden Enterprises, Inc. and Controller of
Golden Flake Snack Foods, Inc. a wholly owned subsidiary of
the Company. She was elected Chief Financial Officer,
Vice-President and Secretary of the Company on March 1, 2004
and Controller of Golden Flake on March 15, 1997. She has
been employed with the Company since 1988. Ms. Townsend is
elected to her positions on an annual basis, and her present
term of office will expire on June 1, 2008.

Randy Bates, 53 Mr. Bates is Executive, Vice-President of Sales, Marketing
and Transportation for Golden Flake. He has held these
positions since October 26, 1998. Mr. Bates was
Vice-President of Sales from October 1, 1994 to 1998. Mr.
Bates has been employed by Golden Flake since March 1979.
Mr. Bates is elected to his positions on an annual basis,
and his present term of office will expire on June 1, 2008.

David Jones, 55 Mr. Jones is Executive Vice-President of Operations, Human
Resources and Quality Control for Golden Flake. He has held
these positions since May 20, 2002. Mr. Jones was Vice-
President of Manufacturing from 1998 to 2002 and
Vice-President of Operations from 2000 to 2002. Mr. Jones
has been employed by Golden Flake since 1984. Mr. Jones is
elected to his positions on an annual basis, and his present
term of office will expire on June 1, 2008.

ITEM 1A. - RISK FACTORS

Important factors that could cause the Company's actual business results,
performance or achievements to differ materially from any forward looking
statements or other projections contained in this Annual Form 10-K Report
include, but are not limited to the principal risk factors set forth below.
Additional risks and uncertainties, including risks not presently known to the
Company, or that it currently deems immaterial, may also impair the Company's
business and or operations. If the events, discussed in these risk factors
occur, the Company's business, financial condition, results of operations or
cash flow could be adversely affected in a material way and the market value of
the Company's common stock could decline.

Competition

Price competition and consolidation within the Snack Food industry could
adversely impact the Company's performance. The Company's business requires
significant marketing and sales effort to compete with larger companies. These
larger competitors sell a significant portion of their products through
discounting and other price cutting techniques. This intense competition
increases the possibility that the Company could lose one or more customers,
lose market share and/or be forced to increase discounts and reduce pricing, any
of which could have an adverse impact on the Company's business, financial
condition, results of operation and/or cash flow.

Commodity and Energy Cost Fluctuations

Significant commodity price fluctuations for certain commodities purchased by
the Company, particularly potatoes, could have a material impact on results of
operations. In an attempt to manage commodity price risk, the Company, in the
normal course of business, enters into contracts to purchase pre-established
quantities of various types of raw materials, at contracted prices based on
expected short term needs. The Company can also be adversely impacted by changes
in the cost of natural gas and other fuel costs. Long term increases in the cost
of natural gas and fuel costs could adversely impact the Company's cost of sales
and selling, marketing and delivery expenses.

There are other risks and factors not described above that could also cause
actual results to differ materially from those in any forward looking statement
made by the Company.

ITEM 1B. - UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2. - PROPERTIES

The headquarters of the Company are located at One Golden Flake Drive,
Birmingham, Alabama 35205. The properties of the subsidiary are described below.

Golden Flake

Manufacturing Plants and Office Headquarters

The main plant and office headquarters of Golden Flake are located at One Golden
Flake Drive, Birmingham, Alabama, and are situated on approximately 40 acres of
land which is serviced by a railroad spur track. This facility consists of three
buildings which have a total of approximately 300,000 square feet of floor area.
The plant manufactures a full line of Golden Flake products. Golden Flake
maintains a garage and vehicle maintenance service center from which it
services, maintains, repairs and rebuilds its fleet and delivery trucks. Golden
Flake has adequate employee and fleet parking.

Golden Flake also has a manufacturing plant in Ocala, Florida. This plant was
placed in service in November 1984. The plant consists of approximately 100,000
square feet, with allowance for future expansion, and is located on a 28-acre
site on Silver Springs Boulevard. The Company manufactures tortilla chips and
potato chips from this facility.

The manufacturing plants, office headquarters and additional lands are owned by
Golden Flake free and clear of any debts.

Distribution Warehouses

Golden Flake owns branch warehouses in Birmingham, Montgomery, Midfield,
Demopolis, Fort Payne, Muscle Shoals, Huntsville, Phenix City, Tuscaloosa,
Mobile, Dothan and Oxford, Alabama; Gulfport and Jackson, Mississippi; Knoxville
and Memphis, Tennessee; Decatur, Marietta and Macon, Georgia; Jacksonville,
Panama City, Tallahassee and Pensacola, Florida and New Orleans, Louisiana. The
warehouses vary in size from 2,400 to 8,000 square feet. All distribution
warehouses are owned free and clear of any debts.

Vehicles

Golden Flake owns a fleet of 821 vehicles which includes 591 route trucks, 45
tractors, 122 trailers and 63 cars and miscellaneous vehicles. There are no
liens or encumbrances on Golden Flake's vehicle fleet. Golden Flake also owns a
1987 Cessna Citation II aircraft.

ITEM 3. - LEGAL PROCEEDINGS

There are no material pending legal proceedings against the Company or its
subsidiary other than ordinary routine litigation incidental to the business of
the Company and its subsidiary.

ITEM 4. - SUBMISSION OF MATTERS TO
A VOTE OF SECURITY HOLDERS

Not Applicable.

PART II

ITEM 5. - MARKET FOR REGISTRANT'S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

MARKET AND DIVIDEND INFORMATION

The Company's common stock is traded in the over-the-counter market under the
"NASDAQ" symbol, GLDC, and transactions are reported through the National
Association of Securities Dealers Automated Quotation (NASDAQ) National Market
System. The following tabulation sets forth the high and low sale prices for the
common stock during each quarter of the fiscal years ended June 1, 2007 and June
2, 2006 and the amount of dividends paid per share in each quarter. The Company
currently expects that comparable regular cash dividends will be paid in the
future.

Market Price
High Low Dividend
Quarter Price Price Paid
Year Ended 2007 Per share
----------------------------------------------------------- ---------- -------- -----------

First quarter (13 weeks ended September 1, 2006) $3.25 $2.61 $.0313
Second quarter (13 weeks ended December 1, 2006) 3.65 2.95 .0313
Third quarter (13 weeks ended March 2, 2007) 3.25 2.77 .0313
Fourth quarter (13 weeks ended June 1, 2007) 3.21 2.81 .0313

High Low Dividend
Quarter Price Price Paid
Year Ended 2006
----------------------------------------------------------- ---------- -------- -----------
First quarter (13 weeks ended September 2, 2005) $4.89 $3.43 $.0313
Second quarter (13 weeks ended December 2, 2005) 4.85 3.07 .0313
Third quarter (13 weeks ended March 3, 2006) 3.46 2.80 .0313
Fourth quarter (13 weeks ended June 2, 2006) 3.60 2.32 .0313

As of August 3, 2007, there were approximately 1,159 shareholders of record.

Shareholder Return Performance Graph

The following graph illustrates, for the period commencing May 31, 2002, and
ending June 1, 2007, the yearly percentage change in the cumulative total
shareholder return on the Company's common stock as compared with the cumulative
total returns of other companies included within the NASDAQ Stock Market (U.S.
Companies) Index and the Company's Peer Group.

The Company has selected a Peer Group consisting of the four publicly-traded
companies named below which are in the snack food industry. Most of the
Company's direct competitors and peers are privately-held companies or
subsidiaries or divisions of larger publicly-held companies so that the
available members of the Peer Group are limited.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Golden Enterprises, Inc., The NASDAQ Composite Index
And A Peer Group

[SEE SUPPLEMENTAL PDF FOR GRAPHIC OF
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN]

-------------------------------------------------------------------------------
5/31/02 5/31/03 5/31/04 6/5/05 6/2/06 6/1/07
-------------------------------------------------------------------------------

Golden Enterprises, Inc. 100.00 51.70 71.30 91.29 75.16 86.22
NASDAQ Composite 100.00 95.35 121.55 126.63 136.43 165.06
Peer Group 100.00 79.90 110.21 131.46 158.22 198.40

This graph assumes that $100 was invested in the Company's common stock on May
31, 2002, in the NASDAQ Stock Market (U.S. Companies) Index and in the Peer
Group, which consisted of Lance, Inc., J & J Snack Foods Corp., Tasty Baking Co.
and Ralcorp Holdings, Inc. and that dividends were re-invested.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

The following table provides Equity Compensation Plan information under which
equity securities of the Registrant are authorized for issuance:

EQUITY COMPENSATION PLAN INFORMATION
-------------------------------------------------------------------------------------------------------------------------------

Plan category Number of securities to be Weighted-average exercise Number of securities remaining
issued upon exercise of out- price of outstanding options, available for future issuance
standing options, warrants warrants and rights under equity compensation plans
and rights (excluding securities reflected in
column (a))
(a) (b) (c)
---------------------------- ---------------------------- ----------------------------- -------------------------------------
Equity compensation plans 369,000 $3.776 130,000
approved by security holders
---------------------------- ---------------------------- ----------------------------- -------------------------------------

Equity compensation plans 0 0 0
not approved by security
holders
---------------------------- ---------------------------- ----------------------------- -------------------------------------

Total 369,000 $3.776 130,000

-------------------------------------------------------------------------------------------------------------------------------

ISSUER PURCHASES OF EQUITY SECURITIES

The Company did not repurchase any shares of its common stock during the fiscal
year ended June 1, 2007.

ITEM 6. - SELECTED FINANCIAL DATA

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

FINANCIAL REVIEW (Dollar amounts in thousands, except per share data)

Operations 2007 2006 2005 2004 2003
--------------- -------------- --------------- --------------- ---------------

------------------------------------------------------------------------------

Net sales $ 110,827 $ 106,547 $ 103,144 $ 97,583 $ 96,604
Gain on sales of assets 488 139 107 14 304
Other Income 432 483 521 499 506
--------------- -------------- --------------- --------------- ---------------
Total revenues 111,747 107,169 103,772 98,096 97,414
Cost of sales 57,978 57,019 55,400 51,243 50,748
Selling, general and
administrative expenses 51,481 49,168 48,022 46,595 47,686
Interest 273 295 255 220 269
Income before
income taxes 2,015 687 95 38 (1,289)
Federal and state income taxes 802 398 (110) 84 (361)
--------------- -------------- --------------- --------------- ---------------

Net income (loss) $ 1,213 $ 289 $ (15) $ (46) $ (928)
----------------------------------------------------------------------------------------------------------------
Financial data
Depreciation and amortization $ 2,268 $ 2,285 $ 2,268 $ 2,347 $ 2,490
Working capital 4,265 4,050 5,328 6,697 8,337
Long-term debt 1,582 1,915 2,426 2,327 3,862
Stockholders' equity 19,450 19,716 20,907 22,456 24,078
Total assets 33,325 33,728 34,402 33,623 36,492
----------------------------------------------------------------------------------------------------------------
Common stock data
Earnings per share (basic) $ 0.10 $ 0.02 $ - $ - $ (0.08)
Earnings per share (diluted) 0.10 0.02 - - (0.08)
Dividends 0.1250 0.1250 0.1250 0.1250 0.1875
Book value 1.64 1.67 1.77 1.89 2.20
Price range 3.65-2.61 4.89-2.32 4.15-2.01 3.50-2.15 5.530-1.640
----------------------------------------------------------------------------------------------------------------
Financial statistics
Current ratio 1.37 1.36 1.54 1.84 2.09
Net income (loss) as percent of
total revenues 1.09% 0.27% (0.01)% (0.04)% (0.95)%
Net income (loss) as percent of
total stockholders' equity (a) 6.24% 1.47% (0.07)% (0.20)% (5.10)%
----------------------------------------------------------------------------------------------------------------
Other data
Weighted average common shares
outstanding 11,835,330 11,835,330 11,846,419 11,879,891 11,883,305
Common shares outstanding at year
end 11,835,330 11,835,330 11,835,330 11,852,830 11,883,305
Approximate number of stockholders 1,159 1,500 1,500 1,500 1,500

(a) Average amounts at beginning and end of fiscal year

ITEM 7. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

Management's Discussion and Analysis of
Financial Condition and Results of Operations

The following discussion provides an assessment of the Company's financial
condition, results of operations, liquidity and capital resources and should be
read in conjunction with the accompanying consolidated financial statements and
notes.

OVERVIEW

The Company manufactures and distributes a full line of snack items, such as
potato chips, tortilla chips, corn chips, fried pork skins, baked and fried
cheese curls, onion rings and puff corn. The products are all packaged in
flexible bags or other suitable wrapping material. The Company also sells a line
of cakes and cookie items, canned dips, pretzels, popcorn, peanut butter
crackers, cheese crackers, dried meat products and nuts packaged by other
manufacturers using the Golden Flake label.

No single product or product line accounts for more than 50% of the Company's
sales, which affords some protection against loss of volume due to a crop
failure of major agricultural raw materials. Raw materials used in manufacturing
and processing the Company's snack food products are purchased on the open
market and under contract through brokers and directly from growers. A large
part of the raw materials used by the Company consists of farm commodities which
are subject to precipitous changes in supply and price. Weather varies from
season to season and directly affects both the quality and supply available. The
Company has no control of the agricultural aspects and its profits are affected
accordingly.

The Company sells its products through its own sales organization and
independent distributors to commercial establishments that sell food products
primarily in the Southeastern United States. The products are distributed by
approximately 470 route representatives and independent distributors who are
supplied with selling inventory by the Company's trucking fleet. All of the
route representatives are employees of the Company and use the Company's
direct-store delivery system.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company's discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated financial statements, the
preparation of which in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that in certain circumstances affect amounts reported in the
consolidated financial statements. In preparing these financial statements,
management has made its best estimates and judgments of certain amounts included
in the financial statements, giving due considerations to materiality. The
Company does not believe there is a great likelihood that materially different
amounts would be reported under different conditions or using different
assumptions related to the accounting policies described below. However,
application of these accounting policies involves the exercise of judgment and
use of assumptions as to future uncertainties and, as a result, actual results
could differ materially from these estimates.

Revenue Recognition

The Company recognizes sales and related costs upon delivery or shipment of
products to its customers. Sales are reduced by returns and allowances to
customers.

In November 2001, the Emerging Issues Task Force reached a consensus on Issue
No. 01-09 Accounting for Consideration given by a Vendor to a Customer
(Including a Reseller of the Vendor's Products) effective for annual or interim
periods beginning after December 15, 2001. The issue addresses the recognition,
measurement and income statement classification for certain sales incentives.
The Company implemented this new accounting policy in the fourth quarter of
fiscal 2002. The effect of this accounting change is to adopt this policy as of
the beginning of the fiscal 2002 (June 1, 2001). Certain of these expenses,
including slotting fees, previously classified as selling, general, and
administrative expenses, are now characterized as offsets to net sales.
Reclassifications have been made to prior period financial statements to conform
to current year presentation. Total vendor sales incentives now characterized as
reductions of net sales that previously would have been classified as selling,
general and administrative expenses were approximately $8.8 million, $10.5
million and $11.6 million for the years ended 2007 2006 and 2005, respectively.
There was no resulting impact on net operating results from adopting EITF 01-09.

Accounts Receivable

The Company records accounts receivable at the time revenue is recognized.
Amounts for bad debt expense are recorded in selling, general and administrative
expenses on the Consolidated Statements of Operations. The amount of the
allowance for doubtful accounts is based on management's estimate of the
accounts receivable amount that is uncollectible. The Company records a general
reserve based on analysis of historical data. In addition, the Company records
specific reserves for receivable balances that are considered high-risk due to
known facts regarding the customer. The allowance for bad debts is reviewed
quarterly, and it is determined whether the amount should be changed. Failure of
a major customer to pay the Company amounts owed could have a material impact on
the financial statements of the Company. At June 1, 2007 and June 2, 2006, the
Company had accounts receivables in the amount of $8.5 million and $8.4 million,
net of an allowance for doubtful accounts of $0.1 million and $0.1 million,
respectively.

The following table summarizes the Company's customer accounts receivable
profile as of June 1, 2007:

Amount Range No. of Customers
------------- ----------------

Less than $1,000.00 1,189
$1,001.00-$10,000.00 581
$10,001.00-$100,000.00 122
$100,001.00-$500,000.00 7
$500,001.00-$1,000,000.00 2
$1,000,001.00-$2,500,000.00 0
---

Total All Accounts 1,901
======

Inventories

Inventories are stated at the lower of cost or market. Cost is computed on the
first-in, first out method.

Accrued Expenses

Management estimates certain expenses in an effort to record those expenses in
the period incurred. The most significant estimates relate to insurance-related
expenses, including self-insurance and a salary continuation plan for certain
key executives of the Company. The Company is self-insured for certain casualty
losses relating to automobile liability, general liability, workers'
compensation, property losses and medical claims. The Company also has stop loss
coverage to limit the exposure arising from these claims. Automobile liability,
general liability, workers' compensation, and property losses costs are covered
by letters of credit with the company's claim administrators.

The actuarial calculation includes a margin of error to account for changes in
inflation; health care costs, compensation and litigation cost trends as well as
estimated future incurred claims. The Company utilized a 75% confidence level
for estimating the ultimate outstanding casualty liability. Approximately 75% of
each claim should be equal to or less than the ultimate liability recorded based
on the historical trends experienced by the Company. If the Company chose a 50%
factor, the liability would have been reduced by approximate $0.2 million. If
the Company chose a 90% factor, the liability would have increased by
approximately $0.2 million.

The Company used a 5% investment rate to discount the estimated claims based on
the historical payout pattern during 2007 and 2006. A one percentage point
change in the discount rate would have impacted the liability by approximately
$51,300.

Actual ultimate losses could vary from those estimated by the third-party
actuary. The Company believes the reserves established are reasonable estimates
of the ultimate liability based on historical trends.

As of June 1, 2007, the Company's casualty reserve was $1.9 million and at June
2, 2006 the casualty reserve was $1.9 million.

Employee medical insurance accruals are recorded based on medical claims
processed as well as historical medical claims experienced for claims incurred
but not yet reported. Differences in estimates and assumptions could result in
an accrual requirement materially different from the calculated accrual.

OTHER MATTERS

Transactions with related parties, included in Note 12 of the Notes to
Consolidated Financial Statements, are conducted on an arm's-length basis in the
ordinary course of business.

LIQUIDITY AND CAPITAL RESOURCES

Working capital was $4.3 million at June 1, 2007 compared to $4.1 million at
June 2, 2006. Net cash provided by operations amounted to $4.6 million in fiscal
year 2007, $2.6 million in fiscal year 2006 and $2.4 million in fiscal year
2005. During 2007, the principal source of liquidity for the Company's operating
needs was provided from operating activities, credit facilities and cash on
hand.

Additions to property, plant and equipment are expected to be about $1.5 million
in 2008.

Cash dividends of $1.5 million were paid each of the fiscal years 2007, 2006,
and 2005, respectively.

No cash was used to purchase treasury shares in fiscal 2007 and 2006.

During fiscal 2007, the Company's debt proceeds net of re-paid debt was ($0.4)
million.

The following table summarizes the significant contractual obligations of the
Company as of June 1, 2007:

Contractual Obligations Total Current 2-3 Years 4-5 Years Thereafter
------------------------------ ------------ ----------- ----------- ----------- -------------

Notes Payable $ 270,625 $ 270,625 $ - $ - $ -
Vehicle Lease 479,531 109,713 219,426 150,392 -
Salary Continuation Plan 1,704,314 121,877 274,941 322,474 985,022
------------ ----------- ----------- ----------- -------------
Total Contractual Obligations $ 2,454,470 $ 502,215 $ 494,367 $ 472,866 $ 985,022
============ =========== =========== =========== =============

Other Commitments

The Company had letters of credit in the amount of $2,668,846 outstanding at
June 1, 2007 to support the Company's commercial self-insurance program.

The Company has a line-of-credit agreement with a local bank that permits
borrowing up to $2 million. The line-of-credit is subject to the Company's
continued credit worthiness and compliance with the terms and conditions of the
advance application. The Company's line of credit debt at June 1, 2007 was
$622,950 with an interest rate of 8.25%.

The Company's current ratio at year end was 1.37 to l.00.

Available cash, cash from operations and available credit under the line of
credit are expected to be sufficient to meet anticipated cash expenditures and
normal operating requirements for the foreseeable future.

OPERATING RESULTS

Net sales increased by 4% in fiscal year 2007, 3% in fiscal year 2006, and 6% in
fiscal year 2005. Fiscal 2005 included an extra week of sales. If the extra week
is excluded, the increase in net sales for fiscal 2006 would have been 5%.

Cost of sales as a percentage of net sales amounted to 52.3%, 53.5% and 53.7% in
2007, 2006 and 2005 respectively.

Selling, general and administrative expenses were 46.5% of net sales in 2007,
46.1% in 2006 and 46.5% in 2005.

The Company's effective tax rates for 2007, 2006 and 2005 were 39.8%, 58.0% and
115.7%, respectively. Note 7 to the Consolidated Financial Statements provide
additional information about the provision for income taxes.

The following tables compare manufactured products to resale products for the
fiscal years ended June 1, 2007, June 2, 2006, and June 3, 2005:

Manufactured Products-Resale Products

2007 2006 2005
------------------------ -------------------------- -------------------------

Sales % % %
Manufactured Products $ 88,827,470 80.1% $ 84,401,413 79.2% $ 81,847,745 79.4%
Resale Products 21,999,455 19.9% 22,145,283 20.8% 21,296,234 20.6%
-------------- --------- --------------- --------- -------------- ---------
Total $110,826,925 100.0% $106,546,696 100.0% $103,143,979 100.0%

Gross Margin % % %
Manufactured Products $ 45,757,596 51.5% $ 43,305,008 51.3% $ 42,061,821 51.4%
Resale Products 7,091,931 32.2% 6,222,787 28.1% 5,682,257 26.7%
-------------- --------- --------------- --------- -------------- ---------
Total $ 52,849,527 47.7% $ 49,527,795 46.5% $ 47,744,078 46.3%

MARKET RISK

The principal market risks (i.e. the risk of loss arising from adverse changes
in market rates and prices) to which the Company is exposed are interest rates
on its cash equivalents and bank loans, and commodity prices affecting the cost
of its raw materials.

The Company's cash equivalents consist of short-term marketable securities.
Presently these are variable rate money market funds. Its bank loans also carry
variable rates. Assuming year end 2007 variable rate investment levels and bank
loan balances, a one-point change in interest rates would impact interest income
by $2,538 and interest expense by $2,706.

The Company is subject to market risk with respect to commodities because its
ability to recover increased costs through higher pricing may be limited by the
competitive environment in which it operates. The Company purchases its raw
materials on the open market, under contract through brokers and directly from
growers. Futures contracts have been used occasionally to hedge immaterial
amounts of commodity purchases, but none are presently being used.

INFLATION

Certain costs and expenses of the Company are affected by inflation, and the
Company's prices for its products over the past several years have remained
relatively flat. The Company will contend with the effect of further inflation
through efficient purchasing, improved manufacturing methods, pricing, and by
monitoring and controlling expenses.

Higher fuel and commodity costs continue to be a challenge.

ENVIRONMENTAL MATTERS

There have been no material effects of compliance with government provisions
regulating discharge of materials into the environment.

FORWARD-LOOKING STATEMENTS

This report contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Actual results could
differ materially from those forward-looking statements. Factors that may cause
actual results to differ materially include price competition, industry
consolidation, raw material costs and effectiveness of sales and marketing
activities, as described in the Company's filings with Securities and Exchange
Commission. You are cautioned not to place undue reliance on these
forward-looking statements which speak only as of the date which they are made.

RECENT DEVELOPMENTS

The Company continues to review and analyze its internal audit program and has
directed senior management to dedicate resources and take steps to strengthen
controls. The company engaged the services of a third party consultant to assist
in its review and analysis. The Company is identifying and implementing actions
to improve the effectiveness of procedures and internal controls, including
enhanced training with respect to financial reporting and disclosure
responsibilities.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In November 2004, the FASB issued SFAS No. 151, "Inventory Cost or Amendment of
ARB No. 43, Chapter 4." This Statement amends AR 13 No. 43, to clarify abnormal
amounts of facility expense, freight, handling costs and waster material should
be recognized in current-period charges. In addition, this Statement requires
that allocation of fixed production overhead to the costs on conversion be based
on the normal capacity of the production facilities. This provision is effective
for inventory costs incurred during fiscal years beginning after June 15, 2005.
SAFS No. 151 did not have an impact on the Company's financial position, results
of operations or cash flows.

In December 2004, the FASB revised its SFAS No. 123 (SFAS No. 123R), "Accounting
for Stock Based Compensation." The revision established standards for the
accounting of transactions in which an entity exchanges its equity instruments
for goods or services particularly transaction in which an entity obtains
employee services in share based payment transactions. The revised statement
requires a public entity to measure the cost of employee services received in
exchange for an award of equity instruments based on the grant-date fair value
of the award. That cost is to be recognized over the period during which the
employee is required to proved service in exchange for the award. Changes in
fair value during the requisite service period are to be recognized as
compensation cost over that period. In addition the revised statement amends
SFAS No. 95, "Statement of Cash Flows," to require that excess tax benefits be
reported as a financing cash flow rather than as a reduction of taxes paid.
Beginning June 3, 2006, we adopted SFAS No. 123R "Share Based Payment". We
adopted the "modified prospective method" in adopting SFAS 123R. The adoption of
SFAS 123R did not have a material effect on the current period financial
position results of operations, or cash flows.

In June 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty
in Income Taxes - An Interpretation of FASB Statement 109" (FIN 48). FIN 48
clarifies the accounting for uncertainty in income taxes recognized in financial
statements in accordance with FASB Statement No. 109, "Accounting for Income
Taxes". This interpretation prescribes a recognition threshold and measurement
attribute for financial statement recognition and measurement of a tax position
taken. FIN 48 is not expected to have a material impact on our results of
operations or financial positions.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3." This
statement carries forward without change the guidance contained in APB Opinion
No. 20 for reporting the correction of an error in previously issued financial
statements and changes the requirements for the accounting for and reporting of
a change in accounting principle. This Statement is effective for accounting
changes and corrections of errors made in fiscal years beginning after December
15, 2005. The adoption of SFAS No. 154 did not have a significant impact on the
Company's results of operations or financial position.

In September 2005, FASB issued its consensus on EITF Issue No. 04-13, Accounting
for Purchases and Sales of Inventory with the Same Counterparty. This consensus
concludes that an entity is required to treat sales and purchases of inventory
between the entity and the same counterparty as one transaction for purposes of
applying APB Opinion No. 29, Accounting for Nonmonetary Transactions, when the
transactions are entered into in contemplation of each other. The consensus
should be applied to new arrangements entered into, or modifications or renewals
of existing arrangements, in the first interim or annual reporting period
beginning after March 15, 2006. This consensus did not have a material effect on
the Company's financial position, results of operation or cash flows.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." SFAS
No. 157 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS No. 157 is effective for financial statements issued
for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 157
is not expected to have a material impact on our financial condition, results of
operations or cash flows.

ITEM 7 A. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Included in Item 7, Management's Discussion and Analysis of Financial Condition
and Results of Operations- Market Risk beginning on page 15.

ITEM 8. - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements of the registrant and its subsidiary for
the year ended June 1, 2007, consisting of the following, are contained herein:

Consolidated Balance Sheets - As of June 1, 2007 and June 2, 2006
Consolidated Statements of Operations - Fiscal years ended 2007, 2006, and 2005
Consolidated Statements of Changes in Stockholders' Equity - Fiscal years ended 2007, 2006, and 2005
Consolidated Statements of Cash Flows - Fiscal years ended 2007, 2006, and 2005
Notes to Consolidated Financial Statements - Fiscal years ended 2007, 2006, and 2005
Quarterly Results of Operations - Fiscal years ended 2007 and 2006

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders and
Board of Directors of
Golden Enterprises, Inc.

We have audited the accompanying consolidated balance sheets of Golden
Enterprises, Inc. and subsidiary as of June 1, 2007 and June 2, 2006, and the
related consolidated statements of operations, changes in stockholders' equity
and cash flows for each of the three years in the three year period ended June
1, 2007. Our audits also included the financial statement schedule listed at
Item 15(a) Schedule II. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Golden
Enterprises, Inc. and subsidiary as of June 1, 2007 and June 2, 2006, and the
consolidated results of their operations and their cash flows for each of the
three years in the three year period ended June 1, 2007, in conformity with
accounting principles generally accepted in the United States of America. Also
in our opinion, such financial statement schedule, when considering in relation
to the basic consolidated financial statements, taken as a whole, presents
fairly, in all material respects, the information set forth therein.

Birmingham, Alabama DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP
July 31, 2007

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
As of June 1, 2007 and June 2, 2006
ASSETS
2007 2006
-------------- ----------

CURRENT ASSETS
Cash and cash equivalents $ 706,852 $ 321,627

Receivables:
Trade accounts 8,559,984 8,477,457
Other 11,358 19,321
-------------- ----------
8,571,342 8,496,778
Less: Allowance for doubtful accounts 112,915 133,422
-------------- ----------
8,458,427 8,363,356
Notes receivable, current 58,126 53,672
-------------- ----------
8,516,553 8,417,028
-------------- ----------

Inventories:
Raw materials 1,340,389 1,425,605
Finished goods 3,035,285 2,850,466
-------------- ----------

4,375,674 4,276,071
-------------- ----------

Prepaid expenses 1,622,900 1,608,459
Deferred income taxes 583,179 669,976
-------------- ----------
Total current assets 15,805,158 15,293,161
-------------- ----------

PROPERTY, PLANT AND EQUIPMENT
Land 2,962,283 3,010,974
Buildings 16,641,960 16,628,236
Machinery and equipment 37,563,985 36,561,024
Transportation equipment 15,112,873 15,662,458
-------------- ----------
72,281,101 71,862,692
Less: Accumulated depreciation 59,324,468 58,279,641
-------------- ----------

12,956,633 13,583,051
-------------- ----------
OTHER ASSETS
Notes receivable, long-term 1,658,630 1,716,756
Cash surrender value of life insurance 2,253,412 2,431,626
Other 651,595 703,488
-------------- ----------

Total other assets 4,563,637 4,851,870
-------------- ----------

TOTAL $ 33,325,428 $33,728,082
============== ==========

See Accompanying Notes to Consolidated Financial Statements

LIABILITIES AND STOCKHOLDERS' EQUITY

2007 2006
------------- -------------

CURRENT LIABILITIES
Checks outstanding in excess of bank balances $ 1,385,663 $ 2,619,026
Accounts payable 3,760,499 2,210,026
Accrued income taxes 318,198 509,318
Current portion of long-term debt 270,625 750,177
Line of credit outstanding 622,950 313,923
Other accrued expenses 5,060,758 4,727,753
Salary continuation plan 121,877 112,536
------------- -------------

Total current liabilities 11,540,570 11,242,759
------------- -------------

LONG-TERM LIABILITIES
Note payable - bank, non-current - 253,618
Salary continuation plan 1,582,437 1,661,363
Deferred income taxes 752,298 854,028
------------- -------------

Total long-term liabilities 2,334,735 2,769,009
------------- -------------

STOCKHOLDERS' EQUITY
Common stock - $.66 2/3 par value:
Authorized 35,000,000 shares;
issued 13,828,793 shares 9,219,195 9,219,195
Additional paid-in capital 6,497,954 6,497,954
Retained earnings 14,410,568 14,676,759
Treasury shares - at cost (1,993,463
shares in 2007 and 2006) (10,677,594) (10,677,594)
------------- -------------

Total stockholders' equity 19,450,123 19,716,314
------------- -------------

TOTAL $ 33,325,428 $ 33,728,082
============= =============

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Fiscal Years Ended June 1, 2007, June 2, 2006 and June 3, 2005

2007 2006 2005
---------------- ---------------- ---------------

Net sales $110,826,925 $106,546,696 $103,143,979
Cost of sales 57,977,398 57,018,901 55,399,901
---------------- ---------------- ---------------
Gross margin 52,849,527 49,527,795 47,744,078

Selling, general and administrative expenses 51,481,437 49,168,289 48,022,149
---------------- ---------------- ---------------

Operating income (loss) 1,368,090 359,506 (278,071)
---------------- ---------------- ---------------

Other income (expenses):
Gain on sale of assets 488,174 138,884 107,382
Interest expense (273,209) (294,549) (255,132)
Other income 432,084 483,481 520,862
---------------- ---------------- ---------------

Total other income (expenses) 647,049 327,816 373,112
---------------- ---------------- ---------------

Income before income tax 2,015,139 687,322 95,041
---------------- ---------------- ---------------

Provision for income taxes 801,905 398,386 109,965
---------------- ---------------- ---------------

Net income (loss) $ 1,213,234 $ 288,936 $ (14,924)
================ ================ ===============

PER SHARE OF COMMON STOCK
Basic earnings $ 0.10 $ 0.02 $ -
Diluted earnings $ 0.10 $ 0.02 $ -

See Accompanying Notes to Consolidated Financial Statements

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Fiscal Years Ended June 1, 2007, June 2, 2006 and June 3, 2005

Additional Total
Common Paid-in Retained Treasury Stockholders'
Stock Capital Earnings Shares Equity
------------- ------------- ---------------- ---------------- ----------------

Balance - May 29, 2004 $9,219,195 $6,497,954 $ 17,363,237 $ (10,624,602) $ 22,455,784
Net loss - 2005 - - (14,924) - (14,924)
Cash dividends paid - - (1,481,065) - (1,481,065)
Treasury shares purchased - - - (52,992) (52,992)
------------- ------------- ---------------- ---------------- ----------------

Balance - June 3, 2005 9,219,195 6,497,954 15,867,248 (10,677,594) 20,906,803

Net income - 2006 - - 288,936 - 288,936
Cash dividends paid - - (1,479,425) - (1,479,425)
------------- ------------- ---------------- ---------------- ----------------

Balance - June 2, 2006 9,219,195 6,497,954 14,676,759 (10,677,594) 19,716,314

Net income - 2007 - - 1,213,234 - 1,213,234
Cash dividends paid - - (1,479,425) - (1,479,425)
------------- ------------- ---------------- ---------------- ----------------

Balance - June 1, 2007 $9,219,195 $6,497,954 $ 14,410,568 $ (10,677,594) $ 19,450,123
============= ============= ================ ================ ================

See Accompanying Notes to Consolidated Financial Statements

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Fiscal Years Ended June 1, 2007, June 2, 2006 and June 3, 2005

2007 2006 2005
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES

Cash received from customers $ 110,731,854 $ 105,874,804 $ 102,944,666
Interest income 144,687 146,072 150,685
Rental income 31,974 36,469 32,471
Other operating cash
payments/receipts 255,423 300,940 337,706
Cash paid to suppliers & employees for
cost of goods sold (54,923,539) (55,762,586) (53,551,622)
Cash paid for suppliers & employees for
selling, general & administrative (50,336,873) (47,888,447) (47,233,583)
Income taxes (1,007,958) 231,982 3,902
Interest expense (273,209) (294,549) (255,132)
------------- ------------- -------------

Net cash provided by operating
activities 4,622,359 2,644,685 2,429,093

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and
equipment (1,731,230) (1,670,021) (2,700,674)
Proceeds from sale of property, plant
and equipment 577,355 188,221 139,644
Collection of notes receivable 53,672 49,558 45,760
------------- ------------- -------------

Net cash used in investing
activities (1,100,203) (1,432,242) (2,515,270)

CASH FLOWS FROM FINANCING ACTIVITIES
Debt proceeds 23,163,475 21,525,001 16,952,546
Debt repayments (23,587,618) (22,433,469) (15,725,922)
Decrease in checks outstanding in excess of bank
balances (1,233,363) 1,125,873 199,619
Purchases of treasury shares - - (52,992)
Cash dividends paid (1,479,425) (1,479,425) (1,481,065)
------------- ------------- -------------

Net cash used in financing
activities (3,136,931) (1,262,020) (107,814)

NET INCREASE IN CASH AND
CASH EQUIVALENTS 385,225 (49,577) (193,991)

CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 321,627 371,204 565,195
------------- ------------- -------------

CASH AND CASH EQUIVALENTS AT
END OF YEAR $ 706,852 $ 321,627 $ 371,204
============= ============= =============

See Accompanying Notes to Consolidated Financial Statements

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
For the Fiscal Years Ended June 1, 2007, June 2, 2006 and June 3, 2005

2007 2006 2005
---------- ---------- -------------

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) $1,213,234 $ 288,936 $ (14,924)
Adjustment to reconcile net income (loss)
to net cash provided by operating
activities:
Depreciation 2,268,468 2,284,669 2,267,718
Deferred income taxes (14,933) (190,049) 172,472
Gain on sale of property and equipment (488,174) (138,884) (107,382)
Change in receivables - net (95,071) (671,892) (199,313)
Change in inventories (99,603) (306,004) (267,018)
Change in prepaid expenses (14,441) 828,289 (143,805)
Change in cash surrender value of insurance 178,214 149,732 67,209
Change in other assets 51,892 (9,550) (104,178)
Change in accounts payable 1,550,473 (60,009) 453,156
Change in accrued expenses 333,005 26,027 366,928
Change in salary continuation plan (69,585) (65,898) (61,770)
Change in accrued income taxes (191,120) 509,318 -
---------- ---------- -------------

Net cash provided by operating activities $4,622,359 $2,644,685 $ 2,429,093
========== ========== =============

See Accompanying Notes to Consolidated Financial Statements

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Fiscal Years Ended June 1, 2007, June 2, 2006 and June 3, 2005

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

The accounting and reporting policies of Golden Enterprises, Inc. and subsidiary
("Company") conform to accounting principles generally accepted in the United
States of America and to general principles within the snack foods industry. The
following is a description of the more significant accounting policies:

Nature of the Business
----------------------
The Company manufactures and distributes a full line of snack items that are
sold through its own sales organization and independent distributors to
commercial establishments that sell food products primarily in the Southeastern
United States.

Consolidation
-------------
The consolidated financial statements include the accounts of Golden
Enterprises, Inc. and its wholly-owned subsidiary, Golden Flake Snack Foods,
Inc., (the "Company"). All significant inter-company transactions and balances
have been eliminated.

Revenue Recognition
-------------------
The Company recognizes sales and related costs upon delivery or shipment of
products to its customers. Sales are reduced by returns and allowances to
customers.

Accounts Receivable
-------------------
The Company records accounts receivable at the time revenue is recognized.
Amounts for bad debt expense are recorded in selling, general and administrative
expenses on the consolidated statements of income. The determination of the
allowance for doubtful accounts is based on management's estimate of
uncollectible accounts receivables. The Company records a general reserve based
on analysis of historical data. In addition, management records specific
reserves for receivable balances that are considered at higher risk due to known
facts regarding the customer.

Fiscal Year
-----------
The Company ends its fiscal year on the Friday closest to the last day in May.
The years ended June 1, 2007, June 2, 2006 and June 3, 2005 included 52, 52, and
53 weeks, respectively.

Fair Value of Financial Instruments
-----------------------------------
The carrying amount of cash and cash equivalents, receivables, accounts payable
and short and long-term debt approximate fair value.

Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments purchased with a maturity of
three months or less to be cash equivalents.

Inventories
-----------
Inventories are stated at the lower of cost or market. Cost is computed on the
first-in, first-out method.

Property, Plant and Equipment
-----------------------------
Property, plant and equipment are stated at cost. For financial reporting
purposes, depreciation and amortization have been provided principally on the
straight-line method over the estimated useful lives of the respective assets.
Accelerated methods are used for tax purposes.

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Years Ended June 1, 2007, June 2, 2006 and June 3, 2005

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
---------------------------------------------------------------

Expenditures for maintenance and repairs are charged to operations as incurred;
expenditures for renewals and betterments are capitalized and written off by
depreciation and amortization charges. Property retired or sold is removed from
the asset and related accumulated depreciation accounts and any profit or loss
resulting therefrom is reflected in the statements of operations.

Self-Insurance
--------------
The Company is self-insured for certain casualty losses relating to automobile
liability, general liability, workers' compensation, property losses and medical
claims. The Company also has stop loss coverage to limit the exposure arising
from these claims. Automobile liability, general liability, workers'
compensation, and property losses costs are covered by letters of credit with
the company's claim administrators.

The Company uses a third-party actuary to estimate the casualty insurance
obligations on an annual basis. In determining the ultimate loss and reserve
requirements, the third-party uses various actuarial assumptions including
compensation trends, health care cost trends and discount rates. The third-party
actuary also uses historical information for claims frequency and severity in
order to establish loss development factors. The actuarial calculation includes
a margin of error to account for changes in inflation; health care costs,
compensation and litigation cost trends as well as estimated future incurred
claims.

Advertising
-----------
The Company expenses advertising costs as incurred. These costs are included in
selling, general and administrative expenses in the Consolidated Statement of
Operations. Advertising expense amounted to $6,030,702, $5,970,393 and
$5,503,641 for the fiscal years 2007, 2006 and 2005, respectively.

Income Taxes
------------
Deferred income taxes are provided using the liability method to measure tax
consequences resulting from differences between financial accounting standards
and applicable income tax laws. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.

Segment Information
-------------------
The Company does not identify separate operating segments for management
reporting purposes. The results of operations are the basis on which management
evaluates operations and makes business decisions. The Company's sales are
generated primarily within the Southeastern United States.

Stock Options
-------------
The Company adopted SFAS 123R as of June 3, 2006. SFAS 123R establishes
standards for accounting of transactions in which an entity exchanges its equity
instruments for goods or services, such as when an entity obtains employee
services in share-based payment transactions. The revised statement requires a
public entity to measure the cost of employee services received in exchange for
an award of equity instruments based on the grant-date fair value of the award.
The cost is to be recognized over the period during which the employee is
required to provide service in exchange for the award. Changes in fair value
during the required service period are to be recognized as compensation cost
over the period. In addition, SFAS 123R amends SFAS No. 95, "Statement of Cash
Flows," to require that excess tax benefits be reported as a financing cash flow
rather than as a reduction of taxes paid. When we adopted

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Year Ended June 1, 2007, June 2, 2006 and June 3, 2005

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
---------------------------------------------------------------

SFAS 123R, we elected the modified prospective application method and prior
period amounts have not been restated. As of June 3, 2006, all outstanding
options were fully vested. Additionally, no options were granted during the
fifty-two week period ended June 1, 2007. The adoption of SFAS 123R did not have
a material effect on the current period financial position, results of
operations, or cash flows.

Prior to the effective date of SFAS 123R, we followed Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretation for stock options granted to employees and directors. Because the
exercise price of our stock options was equal to or more than fair market value
of the underlying stock on the date of grant, no compensation expense was
recognized. We adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," as amended by SFAS No. 148,
"Accounting for Stock-Based Compensation-Transition and Disclosure."

The following illustrates the pro-forma information, as required under SFAS No.
123, determined as if we had applied the fair value method of accounting for
stock options, during the years ended June 2, 2006 and June 3, 2005:

Year End
--------

2006 2005
----------- -------------
Net income (loss) as reported $ 288,936 $ (14,924)
Deduct: total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects (10,458) (10,458)
----------- -------------
Pro-forma net income (loss) $ 278,478 $ (25,382)
=========== =============

Earnings per share:
Basic - as reported $ 0.02 $ -
=========== =============
Basic - Pro-forma $ 0.02 $ -
=========== =============

Diluted - as reported $ 0.02 $ -
=========== =============
Diluted - Pro-forma $ 0.02 $ -
----------- -------------

Shipping and Handling Costs
---------------------------
Shipping and handling costs, which include salaries and vehicle operations
expenses relating to the delivery of products to customers by the Company are
classified as Selling, General and Administrative (SG&A) expenses. Shipping and
handling costs classified as SG&A amounted to $3,257,608 million, $2,991,430
million and $2,788,746 million for the fiscal years 2007, 2006 and 2005,
respectively.

Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Years Ended June 1, 2007, June 2, 2006 and June 3, 2005

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
---------------------------------------------------------------

Recently Issued Accounting Pronouncements
-----------------------------------------
In November 2004, the FASB issued SFAS No. 151, "Inventory Cost or Amendment of
ARB No. 43, Chapter 4." This Statement amends AR 13 No. 43, to clarify abnormal
amounts of facility expense, freight, handling costs and waster material should
be recognized in current-period charges. In addition, this Statement requires
that allocation of fixed production overhead to the costs on conversion be based
on the normal capacity of the production facilities. This provision is effective
for inventory costs incurred during fiscal years beginning after June 15, 2005.
SAFS No. 151 did not have an impact on the Company's financial position, results
of operations or cash flows.

In June 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty
in Income Taxes - An Interpretation of FASB Statement 109" (FIN 48). FIN 48
clarifies the accounting for uncertainty in income taxes recognized in financial
statements in accordance with FASB Statement No. 109, "Accounting for Income
Taxes". This interpretation prescribes a recognition threshold and measurement
attribute for financial statement recognition and measurement of a tax position
taken. FIN 48 is effective for fiscal years beginning after December 15, 2006.
FIN 48 is not expected to have a material impact on our results of operations or
financial positions.

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Years Ended June 1, 2007, June 2, 2006 and June 3, 2005

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
---------------------------------------------------------------

NOTE 2 - NOTES RECEIVABLE
-------------------------

Notes receivable as of June 1, 2007 and June 2, 2006 consist of the following:

2007 2006
----------- -----------

8% note, due in 120 monthly installments of $3,640
through November 1, 2010, collateralized by property $ 132,955 $ 164,608

8% note, due in 360 monthly installments of $12,474
through November 1, 2030, collateralized by property 1,583,801 1,605,820
----------- -----------
1,716,756 1,770,428
Less current portion 58,126 53,672
----------- -----------
$1,658,630 $1,716,756
=========== ===========

Maturities at year end
2009 $ 62,951
2010 68,176
2011 51,630
2012 32,804
2013 35,526
Thereafter 1,407,543

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Years Ended June 1, 2007, June 2, 2006 and June 3, 2005

NOTE 3 - PREPAID EXPENSES
-------------------------

At June 1, 2007 and June 2, 2006, prepaid expenses consist of the following:

2007 2006
------------- -------------

Prepaid slotting fees $ 220,437 $ 177,479
Other prepaid expenses 1,402,463 1,430,980
------------- -------------

$1,622,900 $1,608,459
============= =============

NOTE 4 - OTHER ACCRUED EXPENSES
-------------------------------

At June 1, 2007 and June 2, 2006, other accrued expenses consist of the
following:

2007 2006
------------- -------------
Accrued payroll $ 457,398 $ 461,050
Self insurance liability 1,865,200 1,885,500
Accrued vacation 1,230,385 1,402,369
Other accrued expenses 1,507,775 978,834
------------- -------------

$5,060,758 $4,727,753
============= =============

NOTE 5 - LINE OF CREDIT
-----------------------

The Company has a line of credit agreement with a local bank which permits
borrowing up to $2 million. The balance on the line of credit at June 1, 2007
was $622,950 a rate of 8.25%. The line credit is subject to the Company's
continued credit worthiness and compliance with the terms and conditions of the
advance application.

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Years Ended June 1, 2007, June 2, 2006 and June 3, 2005

NOTE 6 - LONG-TERM LIABILITIES
------------------------------

At June 1, 2007 and June 2, 2006, long-term debt consists of the following:

Note payable - bank - payable in equal monthly 2007 2006
installments of $65,108 including interest at ----------- -----------
the LIBOR index rate plus 1.75% 7.07% at June 1,
2007) through November 30, 2007, secured by equipment $270,625 $1,003,795
Less: current portion 270,625 750,177
----------- -----------

$ - $ 253,618
=========== ===========

Other long-term obligations at June 1, 2007 and June 2, 2006 consist of the
following:

2007 2006
------------ -------------
Salary continuation plan $1,704,314 $1,773,899
Less: current portion (121,877) (112,536)
------------ -------------
$1,582,437 $1,661,363
============ =============

The Company is accruing the present values of the estimated future retirement
payments over the period from the date of the agreements to the retirement
dates, for certain key executives. The Company recognized compensation expense
of approximately $42,951, $38,014 and $34,178 for fiscal 2007, 2006 and 2005,
respectively.

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Years Ended June 1, 2007, June 2, 2006 and June 3, 2005

NOTE 7 - INCOME TAXES
---------------------

At June 1, 2007, June 2, 2006 and June 3, 2005 the provision for income taxes
consists of the following:

2007 2006 2005
--------- ---------- ---------
Current:
Federal $727,167 $ 523,353 $(55,620)
State 89,671 65,082 (6,890)
--------- ---------- ---------

816,838 588,435 (62,510)

Deferred:
Federal (13,288) (169,111) 155,191
State (1,645) (20,938) 17,284
--------- ---------- ---------

(14,933) (190,049) 172,475
--------- ---------- ---------

Total $801,905 $ 398,386 $109,965

The effective tax rate for continuing operations differs from the expected tax
using statutory rates. A reconciliation between the expected tax and actual tax
follows:

2007 2006 2005
--------- --------- ---------

Tax on income at statutory rates $685,147 $233,689 $ 32,327
(Decrease) increase resulting from:
State income taxes, less Federal income
tax effect 59,183 42,954 (4,547)
Tax exempt interest (1,818) (881) (1,142)
Change in valuation allowance (49,249) 36,040 57,559
Other - net 108,642 86,584 25,768
--------- --------- ---------

Total $801,905 $398,386 $109,965
========= ========= =========

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Years Ended June 1, 2007, June 2, 2006 and June 3, 2005

NOTE 7 - INCOME TAXES- CONTINUED
--------------------------------

The tax effects of temporary differences that result in deferred tax assets and
liabilities are as follows:

2007 2006
----------- -----------
Deferred tax assets
Salary continuation plan $ 624,972 $ 650,489
Accrued vacation 451,182 514,248
Contribution carry forward 346,179 423,569
Inventory capitalization 25,167 16,463
Allowance for doubtful accounts 41,406 48,926
Other accrued expenses 146,258 155,421
----------- -----------

Gross deferred tax assets before valuation
allowance 1,635,164 1,809,116
Less valuation allowance (219,350) (268,599)
----------- -----------

Total deferred tax assets 1,415,814 1,540,517
----------- -----------

Deferred tax liabilities
Property and equipment 1,504,099 1,659,487
Prepaid expenses 80,834 65,082
----------- -----------
Total deferred tax liabilities 1,584,933 1,724,569
----------- -----------

Net deferred tax liability $ (169,119) $ (184,052)
=========== ===========

NOTE 8 - EMPLOYEE BENEFIT PLANS
-------------------------------

The Company has trusteed "Qualified Profit-Sharing Plans" that were amended and
restated effective June 1, 1996 to add a 401 (k) salary reduction provision.
Under this provision, employees can contribute up to fifty percent of their
compensation to the plan on a pretax basis subject to regulatory limits; and the
Company, at its discretion, can match up to 4% of the participants'
compensation. The annual contributions to the plans are determined by the Board
of Directors. Total plan expenses for the years ended June 1, 2007, June 2,
2006, and June 3, 2005 were $121,583, $122,641and $129,529, respectively.

The Company has an Employee Stock Ownership Plan that covers all full-time
employees. The annual contributions to the plan are amounts determined by the
Board of Directors of the Company. Annual contributions are made in cash or
common stock of the Company. The Employee Stock Ownership Plan expenses for the
years ended June 1, 2007, June 2, 2006 and June 3, 2005 were $-0-. Each
participant's account is credited with an allocation of shares acquired with the
Company's annual contributions, dividends received on Employee Stock Ownership
Plan shares and forfeitures of terminated participants' non-vested accounts.

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Years Ended June 1, 2007, June 2, 2006 and June 3, 2005

NOTE 8 - EMPLOYEE BENEFIT PLANS - CONTINUED
-------------------------------------------

The Company has a salary continuation plan with certain of its key officers
whereby monthly benefits will be paid for a period of fifteen years following
retirement. The Company is accruing the present value of each retirement
benefits until the key officers reach normal retirement age at which time the
principal portion of the retirement benefits paid are applied to the liability
previously accrued. The change in the liability for the Salary Continuation Plan
is as follows:

2007 2006
--------------- ---------------

Accrued salary continuation plan - beginning of year $1,773,899 $1,839,797

Benefits accrued 42,951 38,058

Benefits paid (112,536) (103,956)
--------------- ---------------

Accrued salary continuation plan - end of year $1,704,314 $1,773,899
=============== ===============

NOTE 9- LONG-TERM INCENTIVE PLANS
---------------------------------

The Company has a long-term incentive plan currently in effect under which
future stock option grants may be issued. This Plan (the 1996 Plan) is
administered by the Stock Option Committee of the Board of Directors, which has
sole discretion, subject to the terms of the Plan, to determine those employees,
including executive officers, eligible to receive awards and the amount and type
of such awards. The Stock Option Committee also has the authority to interpret
the Plan, formulate the terms and conditions of award agreements and make all
other determinations required in the administration thereof. All options
outstanding at the end of the 2007, 2006, and 2005 are exercisable.

The 1996 Plan provides for the granting of the Incentive Stock Options as
defined under the Internal Revenue Code. Under the Plan, grants may be made to
selected officers and employees, of incentive stock option with a term not
exceeding ten years from the issue date and at a price not less than the fair
market value of the Company's stock at the date of grant.

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Years Ended June 1, 2007, June 2, 2006 and June 3, 2005

NOTE 9 - LONG-TERM INCENTIVE PLANS - CONTINUED
----------------------------------------------

Five hundred thousand shares of the Company's stock have been reserved for
issuance under this Plan. The following is a summary of transactions:

2007 2006 2005
---- ---- ----
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price

Outstanding - beginning of year 369,000 $3.78 369,000 $3.78 369,000 $3.78
Granted - - - - - -
Exercised - - - - - -
Forfeited - - - - - -
Cancelled - - - - - -
---------- ---------- ---------- ---------- ---------- ----------

Outstanding - end of year 369,000 $3.78 369,000 $3.78 369,000 $3.78
========== ========== ========== ========== ========== ==========

Pro forma information regarding net income and earnings per share is presented
as if the Company had accounted for its employee stock options under the fair
value method. The per share weighted average fair value of the stock options
granted during fiscal 2002 was $.25. The fair value of these options was
estimated at the date of the grant using the Black-Scholes option pricing model
with the following weighted average assumptions: risk-free interest rate 5.05
percent; dividend yield 6.56 percent; expected option life of 5 years; and
expected volatility of 15 percent.

The Black-Scholes options pricing model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect an option's fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of the employee stock options.

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Years Ended June 1, 2007, June 2, 2006 and June 3, 2005

NOTE 10 - NET INCOME PER SHARE
------------------------------

Basic earnings per common share are computed by dividing earnings available to
stockholders by the weighted average number of common shares outstanding during
the period. Diluted earnings per share reflects per share amounts that would
have resulted if dilutive potential common stock equivalents had been converted
to common stock, as prescribed by Statement of Financial Accounting Standards
No. 128, "Earnings per Share". At June 1, 2007, options on all 369,000 shares
were not included in the computation of diluted earnings per share because the
options' exercise price was greater than the average market price of the common
shares and, therefore, the effect would be antidilutive. At June 1, 2006, the
effect of options was computed on the 40,000 shares of common stock that were
dilutive at that time. Options on the remaining 329,000 shares were
antidilutive. At June 3, 2005 options on all 369,000 common shares were
antidilutive. The following reconciles the information used to compute basic and
diluted earnings per share:

Average Common Stock Shares
---------------------------

2007 2006 2005
----------- ------------ ------------

Basic weighted average shares outstanding 11,835,330 11,835,330 11,846,419
Effect of options - 329 -
----------- ------------ ------------
11,835,330 11,835,659 11,846,419
=========== ============ ============

NOTE 11 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
---------------------------------------------------------------

The Statement of Financial Accounting Standards No. 107, Disclosures About Fair
Value of Financial Instruments requires disclosure of fair value information
about financial instruments, whether or not recognized on the face of the
balance sheet, for which it is practical to estimate that value. SFAS 107
defines fair value as the quoted market prices for those instruments that are
actively traded in financial markets. In cases where quoted market prices are
not available, fair values are estimated using present value or other valuation
techniques. The fair value estimates are made at a specific point in time, based
on available market information and judgments about the financial instruments,
such as estimates of timing and amount of expected future cash flows. Such
estimates do not reflect any premium or discount that could result from offering
for sale at one time the Company's entire holdings of a particular financial
instrument, nor do they consider the tax impact of the realization of unrealized
gains or losses. In many cases, the fair value estimates cannot be substantiated
by comparison to independent markets, nor can the disclose value be realized in
immediate settlement of the instrument.

The carrying amounts for cash and cash equivalents approximate fair value
because of the short maturity, generally less than three months, of these
instruments.

The fair value of notes receivable is estimated by using a discount rate that
approximates the current rate for comparable notes. At June 1, 2007 and June 2,
2006 the aggregate fair value was approximately $2,015,145 and $2,090,955
compared to a carrying amount of $1,716,756 and $1,770,428, respectively.

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Years Ended June 1, 2007, June 2, 2006 and June 3, 2005

NOTE 11 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS -CONTINUED
--------------------------------------------------------------------------

The interest rate on the Company's long-term debt is reset monthly to reflect
the 30 day LIBOR rate. Consequently, the carrying value of the bank debt
approximates fair value.

The carrying value of the Company's salary continuation plan and accrued
liability approximates fair value because present value is used in accruing this
liability.

The Company does not hold or issue financial instruments for trading purposes
and has no involvement with forward currency exchange contracts.

NOTE 12 - COMMITMENTS AND CONTINGENCIES
---------------------------------------

Rental expense was $443,752 in 2007, $354,261 in 2006 and $316,724 in 2005.

In August 2006, the Company entered into various operating lease agreements to
replace aging route vans. The current annual obligation under this agreement is
$109,713. Future minimum lease commitments for operating leases at June 1, 2007
were as follows:

2008 $109,713
2009 109,713
2010 109,713
2011 109,713
2012 40,679

The Company leases its airplane to a major shareholder of the Company for
approximately $20,000 per month. The lease provides for their personal use of
the airplane for up to 100 flight hours per year and is for a term of one year
with automatic renewal at the option of either party.

The Company had letters of credit in the amount of $2,668,846 outstanding at
June 1, 2007 to support the Company's commercial self-insurance program. The
Company pays a commitment fee of 0.50% to maintain the letters of credit.

The Company has entered into various other short term purchase commitments with
suppliers for raw materials in the normal course of business.

The Company is subject to routine litigation and claims incidental to its
business. In the opinion of management, such routine litigation and claims
should not have a material adverse effect upon the Company's consolidated
financial statements taken as a whole.

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Years Ended June 1, 2007, June 2, 2006 and June 3, 2005

NOTE 13 - CONCENTRATIONS OF CREDIT RISK
---------------------------------------

The Company's financial instruments that are exposed to concentrations of credit
risk consist primarily of cash equivalents and trade receivables.

The Company maintains deposit relationships with high credit quality financial
institutions. The Company's trade receivables result primarily from its snack
food operations and reflect a broad customer base, primarily large grocery store
chains located in the Southeastern United States. The Company routinely assesses
the financial strength of its customers. As a consequence, concentrations of
credit risk are limited.

The Company's notes receivable require collateral and management believes they
are well secured.

NOTE 14 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
------------------------------------------------------

The following is a summary of the unaudited quarterly results of operations of
the years ended June 1, 2007 and June 2, 2006.

Per Share
Net Income Net Income
Net Sales (Loss) (Loss)
--------------- ------------- -----------
Quarter
-------
2007
----
First $ 27,824,938 $ 220,223 $ 0.02
Second 26,596,212 (239,128) (0.02)
Third 27,124,000 611,428 0.05
Fourth 29,281,775 620,711 0.05
--------------- ------------- -----------
For the year $110,826,925 $1,213,234 $ 0.10
=============== ============= ===========

2006
----
First $ 26,031,836 $ (64,242) $ (0.01)
Second 25,430,115 (289,031) (0.02)
Third 26,819,759 490,297 0.04
Fourth 28,264,986 151,912 0.01
--------------- ------------- -----------
For the year $106,546,696 $ 288,936 $ 0.02
=============== ============= ===========

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Years Ended June 1, 2007, June 2, 2006 and June 3, 2005

NOTE 15 - SUPPLEMENTARY STATEMENT OF INCOME INFORMATION
-------------------------------------------------------

The following tabulation gives certain supplementary statement of income
information for continuing operations for the years ended June 1, 2007, June 2,
2006 and June 3, 2005:

2007 2006 2005
-------------- ------------- -------------

Maintenance and repairs $6,394,349 $6,274,607 $6,036,556
Depreciation 2,268,468 2,284,669 2,267,718
Payroll taxes 2,312,079 2,341,678 2,379,888
Advertising costs 6,030,702 5,970,393 5,503,641

Amounts for other taxes, rents and research and development costs are not
presented because each of such amounts is less than 1% of total revenues.

ITEM 9. - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not Applicable.

ITEM 9A. - CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

The Company performed an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures as of
the end of the fiscal year ended June 1, 2007. Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that as of the end
of the fiscal year ended June 1, 2007, the Company's disclosure controls and
procedures were effective to ensure that information required to be disclosed in
reports that the Company files or submits under the Securities and Exchange Act
of 1934 is recorded, processed, summarized and reported within the specified
time periods.

(b) Changes in Internal Controls

There has been no change in the Company's Internal Control over financial
reporting that occurred during the year ending June 1, 2007 that has materially
affective or is reasonably likely to materially affect the Company's Internal
Control over financial reporting.

ITEM 9B. - OTHER INFORMATION

Not Applicable.

PART III

ITEM 10. - DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

With the exception of information set forth under the caption Executive Officers
of the Registrant and Its Subsidiary which appears in Part I of this Form 10-K
on Page 6, the information required by this item is incorporated by reference to
the sections entitled "Election of Directors," "Additional Information
Concerning the Board of Directors," "Executive Compensation and Other
Information," "Section 16(a) Beneficial Ownership Reporting Compliance", "Code
of Conduct and Ethics" and "Corporate Governance" of the Company's Proxy
Statement for the 2007 Annual Meeting of Stockholders to be held September 20,
2007.

ITEM 11. - EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to the
sections entitled "Executive Compensation and Other Information" of the
Company's Proxy Statement for the 2007 Annual Meeting of Stockholders to be held
September 20, 2007. See Item 5 of this Annual Report on Form 10-K for
information concerning the Company's equity compensation plans.

ITEM 12. - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference to the
sections entitled "Security Ownership of Certain Beneficial Owners and
Management" and "Section 16(a) Beneficial Ownership Reporting Compliance," of
the Company's Proxy Statement for the 2007 Annual Meeting of Stockholders to be
held September 20, 2007.

ITEM 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE

The information required by this item is incorporated by reference to the
section entitled "Certain Transactions" and "Director Independence" of the
Company's Proxy Statement for the 2007 Annual Meeting of Stockholders to be held
September 20, 2007.

ITEM 14. - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated by reference to the
section entitled "Independent Accountants" of the Company's Proxy Statement for
the 2007 Annual Meeting of Stockholders to be held September 20, 2007.

Prior to September 29, 2007, the Company will file a definitive Proxy Statement
with the Securities and Exchange Commission pursuant to Regulation 14A which
involves the election of directors.

PART IV

ITEM 15.- EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES

(a) 1. LIST OF FINANCIAL STATEMENTS

The following consolidated financial statements of Golden Enterprises, Inc., and
subsidiary required to be included in Item 8 are listed below:

Consolidated Balance Sheets - June 1, 2007 and June 2, 2006

Consolidated Statements of Operations- Years ended June 1, 2007, June 2, 2006
and June 3, 2005

Consolidated Statements of Changes in Stockholders' Equity- Years ended June 1,
2007, June 2, 2006, and June 3, 2005

Consolidated Statements of Cash Flows- Years ended June 1, 2007, June 2, 2006
and June 3, 2005

Notes to Consolidated Financial Statements

(a) 2. LIST OF FINANCIAL STATEMENT SCHEDULES

The following consolidated financial statements schedule is included in Item 15
(c):

Schedule II- Valuation and Qualifying Accounts

All other schedules are omitted because the information required therein is not
applicable, or the information is given in the financial statements and notes
thereto.

(a) 3. Exhibits

(3) Articles of Incorporation and By-laws of Golden Enterprises, Inc.

3.1

Certificate of Incorporation of Golden Enterprises, Inc.
(originally known as "Golden Flake, Inc.") dated December 11,
1967 (incorporated by reference to Exhibit 3.1 to Golden
Enterprises, Inc. May 31, 2004 Form 10-K filed with the
Commission).

3.2 Certificate of Amendment of Certificate of Incorporation of
Golden Enterprises, Inc. dated December 22, 1976 (incorporated by
reference to Exhibit 3.2 to Golden Enterprises, Inc. May 31, 2004
Form 10-K filed with the Commission).

3.3 Certificate of Amendment of Certificate of Incorporation of
Golden Enterprises, Inc. dated October 2, 1978 (incorporated by
reference to Exhibit 3 to Golden Enterprises, Inc. May 31, 1979
Form 10-K filed with the Commission).

3.4 Certificate of Amendment of Certificate of Incorporation of
Golden Enterprises, Inc. dated October 4, 1979 (incorporated by
reference to Exhibit 3 to Golden Enterprises, Inc. May 31, 1980
Form 10-K filed with the Commission).

3.5 Certificate of Amendment of Certificate of Incorporation of
Golden Enterprises, Inc. dated September 24, 1982 (incorporated
by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31,
1983 Form 10-K filed with the Commission).

3.6 Certificate of Amendment of Certificate of Incorporation of
Golden Enterprises, Inc. dated September 22, 1983 (incorporated
by reference to Exhibit 19.1 to Golden Enterprises, Inc. Form
10-Q Report for the quarter ended November 30, 1983 filed with
the Commission).

3.7 Certificate of Amendment of Certificate of Incorporation of
Golden Enterprises, Inc. dated October 3, 1985 (incorporated by
reference to Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q
Report for the quarter ended November 30, 1985 filed with the
Commission).

3.8 Certificate of Amendment of Certificate of Incorporation of
Golden Enterprises, Inc. dated September 23, 1987 (incorporated
by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31,
1988 Form 10-K filed with the Commission).

3.9 By-Laws of Golden Enterprises, Inc. (incorporated by reference to
Exhibit 3.4 to Golden Enterprises, Inc. May 31, 1988 Form 10-K
filed with the Commission).

(10) Material Contracts.

10.1 A Form of Indemnity Agreement executed by and between Golden
Enterprises, Inc. and Each of Its Directors (incorporated by
reference as Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q
Report for the quarter ended November 30, 1987 filed with the
Commission).

10.2 Amended and Restated Salary Continuation Plans for John S. Stein
(incorporated by reference to Exhibit 19.1 to Golden Enterprises,
Inc. May 31, 1990 Form 10-K filed with the Commission).

10.3 Indemnity Agreement executed by and between the Company and J.
Wallace Nall, Jr. (incorporated by reference as Exhibit 19.4 to
Golden Enterprises, Inc. May 31, 1991 Form 10-K filed with the
Commission).

10.4 Salary Continuation Plans - Retirement, Disability and Death
Benefits for F. Wayne Pate (incorporated by reference to Exhibit
19.1 to Golden Enterprises, Inc. May 31, 1992 Form 10-K filed
with the Commission).

10.5 Indemnity Agreement executed by and between the Registrant and F.
Wayne Pate (incorporated by reference as Exhibit 19.3 to Golden
Enterprises, Inc. May 31, 1992 Form 10-K filed with the
Commission).

10.6 Golden Enterprises, Inc. 1996 Long-Term Incentive Plan
(incorporated by reference as Exhibit 10.1 to Golden Enterprises,
Inc. May 31, 1997 Form 10-K filed with the Commission).

10.7 Equipment Purchase and Sale Agreement dated October 2000 whereby
Golden Flake Snack Foods, Inc., a wholly-owned subsidiary of
Golden Enterprises, Inc., sold the Nashville, Tennessee Plant
Equipment (incorporated by reference as Exhibit 10.1 to Golden
Enterprises, Inc. May 31, 2001 Form 10-K filed with the
Commission).

10.8 Real Property Contract of Sale dated October 2000 whereby Golden
Flake Snack Foods, Inc. sold the Nashville, Tennessee Plant Real
Property (incorporated by reference as Exhibit 10.2 to Golden
Enterprises, Inc. May 31, 2001 Form 10-K filed with the
Commission).

10.9 Amendment to Salary Continuation Plans, Retirement and Disability
for F. Wayne Pate dated April 9, 2002 (incorporated by reference
to Exhibit 10.2 to Golden Enterprises, Inc. May 31, 2002 Form
10-K filed with the Commission).

10.10 Amendment to Salary Continuation Plans, Retirement and Disability
for John S. Stein dated April 9, 2002 (incorporated by reference
to Exhibit 10.3 to Golden Enterprises, Inc. May 31, 2002 Form
10-K filed with the Commission).

10.11 Amendment to Salary Continuation Plan, Death Benefits for John S.
Stein dated April 9, 2002 (incorporated by reference to Exhibit
10.4 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed
with the Commission).

10.12 Retirement and Consulting Agreement for John S. Stein dated April
9, 2002 (incorporated by reference to Exhibit 10.5 to Golden
Enterprises, Inc. May 31, 2002 Form 10-K filed with the
Commission).

10.13 Salary Continuation Plan for Mark W. McCutcheon dated May 15,
2002 (incorporated by reference to Exhibit 10.6 to Golden
Enterprises, Inc. May 31, 2002 Form 10-K filed with the
Commission).

10.14 Trust Under Salary Continuation Plan for Mark W. McCutcheon dated
May 15, 2002 (incorporated by reference to Exhibit 10.7 to Golden
Enterprises, Inc. May 31, 2002 Form 10-K filed with the
Commission).

10.15 Lease of aircraft executed by and between Golden Flake Snack
Foods, Inc., a wholly-owned subsidiary of Golden Enterprises,
Inc., and Joann F. Bashinsky dated February 1, 2006 (incorporated
by reference to Exhibit 10.15 to Golden Enterprises, Inc. June 2,
2006 Form 10-K filed with the Commission).

(14) Code of Ethics

14.1 Golden Enterprises, Inc.'s Code of Conduct and Ethics adopted by
the Board of Directors on April 8, 2004 (incorporated by
reference to Exhibit 14.1 to Golden Enterprises, Inc. May 31,
2004 Form 10-K filed with the Commission).

(18) Letter Re: Change in Accounting Principles

18.1 Letter from the Registrant's Independent Accountant dated August
12, 2005 indicating a change in the method of applying accounting
practices followed by the Registrant for the fiscal year ended
June 3, 2005 (incorporated by reference to Exhibit 18.1 to Golden
Enterprises, Inc.'s June 3, 2005 Form 10-K filed with the
Commission)

21 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21 to Golden Enterprises, Inc. May 31, 2004 Form 10-K
filed with the Commission)

(31) Certifications

31.1 Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Chief Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.

(99) Additional Exhibits

99.1 A copy of excerpts of the Last Will and Testament and Codicils thereto
of Sloan Y. Bashinsky, Sr. and of the SYB Common Stock Trust created
by Sloan Y. Bashinsky, Sr. providing for the creation of a Voting
Committee to vote the shares of common stock of Golden Enterprises,
Inc. held by SYB, Inc. and the Estate/Testamentary Trust of Sloan Y.
Bashinsky, Sr. (incorporated by reference to Exhibit 99.1 to Golden
Enterprises, Inc.'s June 3, 2005 Form 10-K filed with the Commission).

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.

GOLDEN ENTERPRISES, INC.

By /s/Patty Townsend August 24, 2007
-------------------- ---------------
Patty Townsend Date
Vice President, Secretary and Principal Financial
Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

Signature Title Date
--------- ----- ----

/s/John S. Stein Chairman of Board August 24, 2007
-------------------------
John S. Stein

/s/Mark W. McCutcheon Chief Executive August 24, 2007
------------------------- Officer, President and Director
Mark W. McCutcheon

/s/Patty Townsend Vice President, Secretary and August 24, 2007
------------------------- Principal Financial Officer
Patty Townsend

/s/F. Wayne Pate Director August 24, 2007
-------------------------
F. Wayne Pate

/s/Edward R. Pascoe Director August 24, 2007
-------------------------
Edward R. Pascoe

/s/John P. McKleroy, Jr. Director August 24, 2007
-------------------------
John P. McKleroy, Jr.

/s/James I. Rotenstreich Director August 24, 2007
-------------------------
James I. Rotenstreich

/s/John S.P. Samford Director August 24, 2007
-------------------------
John S.P. Samford

/s/J. Wallace Nall, Jr. Director August 24, 2007
-------------------------
J. Wallace Nall, Jr.

/s/Joann F. Bashinsky Director August 24, 2007
-------------------------
Joann F. Bashinsky

SCHEDULE II

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

VALUATION AND QUALIFYING ACCOUNTS

For the Fiscal Years Ended June 1, 2007, June 2, 2006 and June 3, 2005

Additions
Balance at Charged to Balance
Beginning Costs and at End
Allowance for Doubtful Accounts of Year Expenses Deductions of Year
---------------------------------- -------------- -------------- --------------- -------------

Year ended June 3, 2005 $185,000 $174,455 $202,988 $156,467
============== ============== =============== =============

Year ended June 2, 2006 $156,467 $23,676 $46,721 $133,422
============== ============== =============== =============

Year ended June 1, 2007 $133,422 $41,823 $62,330 $112,915
============== ============== =============== =============

INDEX TO EXHIBITS
-----------------
Page
----

3.1 Certificate of Incorporation of Golden Enterprises, Inc. (originally
known as "Golden Flake, Inc.") dated December 11, 1967 (incorporated
by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 2004
Form 10-K filed with the Commission).

3.2 Certificate of Amendment of Certificate of Incorporation of Golden
Enterprises, Inc. dated December 22, 1976 (incorporated by reference
to Exhibit 3.2 to Golden Enterprises, Inc. May 31, 2004 Form 10-K
filed with the Commission).

3.3 Certificate of Amendment of Certificate of Incorporation of Golden
Enterprises, Inc. dated October 2, 1978 (incorporated by reference to
Exhibit 3 to Golden Enterprises, Inc. May 31, 1979 Form 10-K filed
with the Commission).

3.4 Certificate of Amendment of Certificate of Incorporation of Golden
Enterprises, Inc. dated October 4, 1979 (incorporated by reference to
Exhibit 3 to Golden Enterprises, Inc. May 31, 1980 Form 10-K filed
with the Commission).

3.5 Certificate of Amendment of Certificate of Incorporation of Golden
Enterprises, Inc. dated September 24, 1982 (incorporated by reference
to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1983 Form 10-K
filed with the Commission).

3.6 Certificate of Amendment of Certificate of Incorporation of Golden
Enterprises, Inc. dated September 22, 1983 (incorporated by reference
to Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the
quarter ended November 30, 1983 filed with the Commission).

3.7 Certificate of Amendment of Certificate of Incorporation of Golden
Enterprises, Inc. dated October 3, 1985 (incorporated by reference to
Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the
quarter ended November 30, 1985 filed with the Commission).

3.8 Certificate of Amendment of Certificate of Incorporation of Golden
Enterprises, Inc. dated September 23, 1987 (incorporated by reference
to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1988 Form 10-K
filed with the Commission).

3.9 By-Laws of Golden Enterprises, Inc. (incorporated by reference to
Exhibit 3.4 to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed
with the Commission).

10.1 A Form of Indemnity Agreement executed by and between Golden
Enterprises, Inc. and Each of Its Directors (incorporated by reference
as Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the
quarter ended November 30, 1987 filed with the Commission).

10.2 Amended and Restated Salary Continuation Plans for John S. Stein
(incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc.
May 31, 1990 Form 10-K filed with the Commission).

Page
----

10.3 Indemnity Agreement executed by and between the Company and J. Wallace
Nall, Jr. (incorporated by reference as Exhibit 19.4 to Golden
Enterprises, Inc. May 31, 1991 Form 10-K filed with the Commission).

10.4 Salary Continuation Plans - Retirement, Disability and Death Benefits
for F. Wayne Pate (incorporated by reference to Exhibit 19.1 to Golden
Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission).

10.6 Golden Enterprises, Inc. 1996 Long-Term Incentive Plan (incorporated
by reference as Exhibit 10.1 to Golden Enterprises, Inc. May 31, 1997
Form 10-K filed with the Commission).

10.7 Equipment Purchase and Sale Agreement dated October 2000 whereby
Golden Flake Snack Foods, Inc., a wholly-owned subsidiary of Golden
Enterprises, Inc., sold the Nashville, Tennessee Plant Equipment
(incorporated by reference as Exhibit 10.1 to Golden Enterprises, Inc.
May 31, 2001 Form 10-K filed with the Commission).

10.8 Real Property Contract of Sale dated October 2000 whereby Golden Flake
Snack Foods, Inc. sold the Nashville, Tennessee Plant Real Property
(incorporated by reference as Exhibit 10.2 to Golden Enterprises, Inc.
May 31, 2001 Form 10-K filed with the Commission).

10.9 Amendment to Salary Continuation Plans, Retirement and Disability for
F. Wayne Pate dated April 9, 2002 (incorporated by reference to
Exhibit 10.2 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed
with the Commission).

10.10 Amendment to Salary Continuation Plans, Retirement and Disability for
John S. Stein dated April 9, 2002 (incorporated by reference to
Exhibit 10.3 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed
with the Commission).

10.11 Amendment to Salary Continuation Plan, Death Benefits for John S.
Stein dated April 9, 2002 (incorporated by reference to Exhibit 10.4
to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the
Commission).

10.12 Retirement and Consulting Agreement for John S. Stein dated April 9,
2002 (incorporated by reference to Exhibit 10.5 to Golden Enterprises,
Inc. May 31, 2002 Form 10-K filed with the Commission).

10.13 Salary Continuation Plan for Mark W. McCutcheon dated May 15, 2002
(incorporated by reference to Exhibit 10.6 to Golden Enterprises, Inc.
May 31, 2002 Form 10-K filed with the Commission).

Page
----

10.14 Trust Under Salary Continuation Plan for Mark W. McCutcheon dated May
15, 2002 (incorporated by reference to Exhibit 10.7 to Golden
Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).

10.15 Lease of aircraft executed by and between Golden Flake Snack Foods,
Inc., a wholly-owned subsidiary of Golden Enterprises, Inc., and Joann
F. Bashinsky dated February 1, 2006 (incorporated by reference to
Exhibit 10.15 to Golden Enterprises, Inc. June 2, 2006 Form 10-K filed
with the Commission).

14.1 Golden Enterprises, Inc.'s Code of Conduct and Ethics adopted by the
Board of Directors on April 8, 2004 (incorporated by reference to
Exhibit 14.1 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed
with the Commission).

(18) Letter Re: Change in Accounting Principles

18.1 Letter from the Registrant's Independent Accountant dated August 12,
2005 indicating a change in the method of applying accounting
practices followed by the Registrant for the fiscal year ended June 3,
2005 (incorporated by reference to Exhibit 18.1 to Golden Enterprises,
Inc.'s June 3, 2005 Form 10-K filed with the Commission).

21 Subsidiaries of the Registrant (incorporated by reference to Exhibit
21 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the
Commission)

31.1 Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. 52

31.2 Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. 53

32.1 Certification of Chief Executive Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. 54

32.2 Certification of Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. 55