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.

<PAGE>

                                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


                                       2
<PAGE>

                                     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

                                       3
<PAGE>


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.

                                       4
<PAGE>

<TABLE>
<CAPTION>

                        Executive Officers Of Registrant
                               And Its Subsidiary

  Name and Age                  Position and Offices with Management
  ------------                  ------------------------------------
    <S>                                         <C>
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.

</TABLE>

                                       5
<PAGE>


                             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.



                                       6
<PAGE>


                              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.


                                       7
<PAGE>


                       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.
<TABLE>
<CAPTION>
                                                                                    Market Price
                                                                         High           Low         Dividend
       Quarter                                                           Price         Price          Paid
       Year Ended 2007                                                                             Per share
       -----------------------------------------------------------     ----------    --------     -----------
                 <S>                                                       <C>         <C>              <C>
       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

</TABLE>

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.


                                       8
<PAGE>


                 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:







                                       9
<PAGE>

<TABLE>
<CAPTION>

EQUITY COMPENSATION PLAN INFORMATION
-------------------------------------------------------------------------------------------------------------------------------
     <S>                              <C>                          <C>                               <C>
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

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

</TABLE>




ISSUER PURCHASES OF EQUITY SECURITIES

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




                                       10
<PAGE>


                        ITEM 6. - SELECTED FINANCIAL DATA

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

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

<TABLE>
<CAPTION>


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

                                  ------------------------------------------------------------------------------
 <S>                                      <C>              <C>           <C>             <C>            <C>
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

</TABLE>


                                       11
<PAGE>


           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.

                                       12
<PAGE>


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
                                                                ======


                                       13
<PAGE>


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 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.  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.


                                       14
<PAGE>


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:

<TABLE>
<CAPTION>

Contractual Obligations             Total          Current       2-3 Years      4-5 Years      Thereafter
------------------------------   ------------    -----------    -----------    -----------    -------------
 <S>                                   <C>            <C>            <C>            <C>            <C>
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
                                 ============    ===========    ===========    ===========    =============

</TABLE>

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.


                                       15
<PAGE>


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:

<TABLE>
<CAPTION>

                       Manufactured Products-Resale Products


                                 2007                       2006                        2005
                       ------------------------  --------------------------   -------------------------
<S>                             <C>         <C>           <C>           <C>          <C>           <C>
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%

</TABLE>


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.


                                       16
<PAGE>


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.


                                       17
<PAGE>


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:
<TABLE>
<CAPTION>

       <S>                                                              <C>
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

</TABLE>

                                       18
<PAGE>


               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




                                       19
<PAGE>


         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



                                       20
<PAGE>


  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
                                                 =============    =============


                                       21
<PAGE>

<TABLE>
<CAPTION>


                     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
                                            ---------------- ---------------- ---------------
<S>                                                <C>                <C>             <C>
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    $          -

</TABLE>










See Accompanying Notes to Consolidated Financial Statements



                                       22
<PAGE>

<TABLE>
<CAPTION>


                     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
                             ------------- ------------- ---------------- ---------------- ----------------
    <S>                            <C>           <C>             <C>             <C>              <C>
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
                             ============= ============= ================ ================ ================

</TABLE>







See Accompanying Notes to Consolidated Financial Statements


                                       23
<PAGE>

<TABLE>
<CAPTION>

                     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
        <S>                                     <C>            <C>             <C>
  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
                                          =============  =============  =============

</TABLE>






See Accompanying Notes to Consolidated Financial Statements


                                       24
<PAGE>

<TABLE>
<CAPTION>

                     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
       <S>                                          <C>         <C>             <C>
  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
                                                 ==========  ==========  =============

</TABLE>






See Accompanying Notes to Consolidated Financial Statements


                                       25
<PAGE>


                     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.


                                       26
<PAGE>


                     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


                                       27
<PAGE>


                    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.


                                       28
<PAGE>


                    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 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 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.

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.


                                       29
<PAGE>


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

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.

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

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

<TABLE>
<CAPTION>

                                                                    2007          2006
                                                                -----------   -----------
             <S>                                                    <C>           <C>
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
</TABLE>



                                       30
<PAGE>


                    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.


                                       31
<PAGE>


                    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.


                                       32
<PAGE>


                    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
                                         ========= ========= =========


                                       33
<PAGE>


                    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.


                                       34
<PAGE>


                    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:

<TABLE>
<CAPTION>

                                                             2007             2006
                                                       ---------------  ---------------
 <S>                                                           <C>             <C>
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
                                                       ===============  ===============
</TABLE>


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.







                                       35
<PAGE>


                    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:

<TABLE>
<CAPTION>
                                       2007                  2006                 2005
                                       ----                  ----                 ----
                                            Weighted              Weighted              Weighted
                                             Average               Average               Average
                                            Exercise              Exercise              Exercise
                                  Shares     Price      Shares     Price      Shares     Price
   <S>                             <C>        <C>        <C>         <C>       <C>         <C>
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
                                ========== ========== ========== ========== ========== ==========

</TABLE>

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.



                                       36
<PAGE>


                     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.


                                       37
<PAGE>


                    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.



                                       38
<PAGE>


                    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
                                     =============== ============= ===========



                                       39
<PAGE>


                    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.





                                       40
<PAGE>


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.


                                       41
<PAGE>


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.


                                       42
<PAGE>


                                     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).


                                       43
<PAGE>


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).

                                       44
<PAGE>


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.


                                       45
<PAGE>


(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).





                                       46
<PAGE>


                                   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


                                       47
<PAGE>


                                   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

<TABLE>
<CAPTION>

                                                           Additions
                                       Balance at         Charged to                             Balance
                                        Beginning          Costs and                              at End
Allowance for Doubtful Accounts          of Year           Expenses           Deductions         of Year
----------------------------------    --------------     --------------     ---------------    -------------
       <S>                                 <C>                <C>                 <C>               <C>
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
                                      ==============     ==============     ===============    =============

</TABLE>





                                       48
<PAGE>


                                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).


                                       49
<PAGE>


                                                                            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).

10.5  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).


                                       50
<PAGE>


                                                                            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

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).



                                       51