UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON, D.C.
20549

FORM
10-K/A

(Amendment
No. 1)



|x | ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
|- | ------------------------------------------------------------------------------------------



For the fiscal year ended June 3, 2016

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:





|Title Of Class                   |  | Name
    of exchange on which registered
|-------------------------------- |  | ----------------------------------------
|Common Stock, Par Value $0.662/3 |  | NASDAQ Stock Market, LLC                



SECURITIES REGISTERED PURSUANT TO SECTION
12(g) OF THE ACT:

None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ̈Nox



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 ̈Nox



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. YesxNo ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesxNo ̈



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, a non-accelerated filer, or a smaller reporting company (as defined in Rule
12b-2 of the Act). (Check One)



Large accelerated
filer ̈     Accelerated
filer ̈     Non-accelerated
filer ̈     Smaller
reporting companyx



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ̈Nox



State the
aggregate market value of the voting common stock held by non-affiliates of the registrant as of November 27, 2015.Common
Stock, Par Value $0.662/3—$18,660,606



Indicate the number of shares outstanding
of each of the registrant’s classes of common stock, as of June 30, 2016.



|Class                            |  | Outstanding at June 30, 2016
|-------------------------------- |  | ----------------------------
|Common Stock, Par Value $0.662/3 |  | 11,291,757 shares           



DOCUMENTS INCORPORATED BY REFERENCE

None










TABLE OF CONTENTS



FORM 10-K ANNUAL REPORT –2016

GOLDEN ENTERPRISES, INC.



|                 |  |                                                                                                              | Page
|---------------- |  | ------------------------------------------------------------------------------------------------------------ | ----
|                 |  |                                                                                                              |     
|PART I.          |  |                                                                                                              |     
|Explanatory Note |  |                                                                                                              | 3   
|Item 1.          |  | Description of Business                                                                                      | 3   
|Item 1A.         |  | Risk Factors                                                                                                 | 5   
|Item 1B.         |  | Unresolved Staff Comments                                                                                    | 7   
|Item 2.          |  | Properties                                                                                                   | 7   
|Item 3.          |  | Legal Proceedings                                                                                            | 7   
|Item 4.          |  | Mine Safety Disclosures                                                                                      | 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                                                                                      | 9   
|Item 7.          |  | Management’s Discussion and Analysis of Financial Condition and Results  of  Operations                      | 10  
|Item 7A.         |  | Quantitative and Qualitative Disclosures About Market Risk                                                   | 16  
|Item 8.          |  | Financial Statements and Supplementary Data                                                                  | 16  
|Item 9.          |  | Changes in and Disagreements with Accountants  on Accounting and Financial Disclosure                        | 39  
|Item 9A.         |  | Controls and Procedures                                                                                      | 39  
|Item 9B.         |  | Other Information                                                                                            | 40  
|                 |  |                                                                                                              |     
|PART III.        |  |                                                                                                              |     
|                 |  |                                                                                                              |     
|Item 10.         |  | Directors and Executive Officers and Corporate Governance                                                    | 40  
|Item 11.         |  | Executive Compensation                                                                                       | 51  
|Item 12.         |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 58  
|Item 13.         |  | Certain Relationships and Related Transactions and Director Independence                                     | 61  
|Item 14.         |  | Principal Accountant Fees and Services                                                                       | 62  
|                 |  |                                                                                                              |     
|PART IV.         |  |                                                                                                              |     
|                 |  |                                                                                                              |     
|Item 15.         |  | Exhibits and Financial Statement Schedules                                                                   | 64  



2







EXPLANATORY
NOTE



Golden Enterprises, Inc. is filing this
Amendment No. 1 on Form 10-K/A (the “Amendment”) to amend our Annual Report on Form 10-K for the year ended June 3,
2016, originally filed with the Securities and Exchange Commission on August 4, 2016 (the “Original Filing”). This
Amendment is to include information that was marked in the Original Filing as “incorporated by reference” to certain
sections of the Golden Enterprises Proxy Statement for the 2016 Annual Meeting of Stockholders, Inc. Golden Enterprises, Inc.
entered into a merger agreement with Utz Quality Foods, Inc. and Westminster Sub Inc. (a wholly owned subsidiary of Utz Quality
Foods, Inc. on July 18, 2016 as disclosed by Form 8-K filed with the Securities and Exchange Commission on July 19, 2016. Due
to such merger agreement, Golden Enterprises, Inc. has postponed its annual stockholders meeting and, if the merger occurs, will
not have the annual stockholders meeting. Thus, Golden Enterprises, Inc. will not prepare a Proxy Statement at this time and information
to be incorporated by reference from the Proxy Statement must be included in this Form 10-K/A.



PART I



ITEM 1. –
DESCRIPTION OF BUSINESS



Golden Enterprises, Inc. (“Golden
Enterprises”) is a holding company which owns all of the issued and outstanding capital stock of Golden Flake Snack Foods,
Inc. (“Golden Flake”). Golden Flake Snack Foods, Inc. is the only subsidiary of Golden Enterprises, Inc. (collectively,
Golden Enterprises and Golden Flake are referred to herein as the “Company”).



Golden Flake Snack Food traces its roots
to Frank Mosher, who in 1923 moved to Birmingham, Alabama from Memphis, Tennessee with the goal of producing the perfect potato
chip. Over the next 93 years Golden Flake has built an authentically southern brand and flavor profile in the Southeast leading
to the motto “Flavor of the South”. Football coaches such as Paul “Bear” Bryant and other SEC coaches
are seen promoting our delicious chips. Golden Flake Snack Foods has been and continues to be a staple in southern homes.



Golden Flake Snack
Foods, Inc.



General



Golden Flake has been a premiere producer,
marketer, and distributor of snack products in the Southeastern United States since 1923. Golden Flake manufactures and distributes
a full line of high quality salted snack items, such as potato chips, tortilla chips, corn chips, fried pork skins, baked and
fried cheese curls, onion rings, puff corn, and popcorn. Golden Flake also sells canned dips, pretzels, peanut butter crackers,
cheese crackers, dried meat products, and nuts packaged by other manufacturers using the Golden Flake label. Golden Flake is a
Delaware corporation with its principal place of business and home office located at One Golden Flake Drive, Birmingham, Alabama.



Raw Materials



Golden Flake purchases raw materials used
in manufacturing and processing its snack food products from various sources. A large part of the raw materials used by Golden
Flake consists of farm commodities, most notably corn, potatoes and pork skin pellets, which are subject to precipitous change
in supply and price. Weather varies from season to season and directly affects both the quality and quantity of supply available.
Golden Flake has no control over the agricultural aspects or prices, and its profits are affected accordingly. The Company also
purchases flexible bags or other suitable wrapping material for the storage, shipment, and presentation of the finished product
to the customers. The Company tests each delivery against defined quality standards to maintain our excellence in customer satisfaction.



3







Distribution



Golden Flake sells its products, through
both its own sales organization and independent distributors, principally, to commercial establishments which sell food products
in Alabama, Tennessee, Georgia, Mississippi, Louisiana, Kentucky, and South Carolina as well as parts of Florida, North Carolina,
Arkansas, Missouri, Oklahoma, Virginia, Indiana, and Texas. The Golden Flake brand is well-known throughout the Southeastern United
States. The products are distributed to its sales organization and independent distributors by either company transportation or
commercial carrier out of the Birmingham, Alabama and Ocala, Florida plants.



Golden Flake’s products are sold
through a wide variety of channels, supermarkets, dollar stores, convenience stores, non-food discount stores, drug stores, military
accounts, club stores, internet sales through our company store and others within our marketing area.



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, many of which are larger in terms of capital and sales volume than is
Golden Flake. The Frito-Lay Division of Pepsi Co., Inc. is the largest national competitor. 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 own products. The Company believes that one of its major advantages is the Golden
Flake brand, which has been developed and enhanced throughout the history of the Company and is now well known within the geographic
area served by the Company. The Company continues to promote the Golden Flake brand through sponsorship agreements, billboard
campaigns, advertising, and other efforts.



Brands and Intellectual Property



The name “Golden Flake” and
its regularly used symbol are federally-registered trademarks of the Company. The Company also owns other trademarks such as “The
South’s Original Potato Chip”, a Golden Flake design from 1923, the name “Sweetheat” and certain other
trademarks not used on a regular basis.



Employees



As of June 27, 2016, Golden Flake employed
approximately 749 employees. Of these employees, 735 were full-time, while 14 were part-time. Approximately 318 employees are
involved in sales, 195 are in production, 125 are in management and 111 are in administration.



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 all of its employees to be a part of the “Golden Flake Family”.



4







SEC Filings



The Company’s Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission (“SEC”) can be
found at the Company’s website located at www.goldenflake.com, under the financials tab.



ITEM 1A. –
RISK FACTORS



As a smaller reporting company, the Company
is not required to provide a statement of risk factors. However, the Company believes this information may be valuable to our
shareholders for this filing. The Company reserves the right to not provide risk factors in the future.



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, consolidated financial condition, results of operation, and/or cash flow.



Commodity Cost Fluctuations



Significant commodity price fluctuations
for certain commodities purchased by the Company, particularly potatoes, corn, pork skins, and cooking oils could have a material
impact on consolidated financial condition, results of operations, and/or cash flow. These price fluctuations can be impacted
by various factors including weather conditions, such as flooding or drought. In an attempt to manage commodity cost fluctuations,
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.



Energy Cost Fluctuations



The Company can be adversely impacted
by changes in the cost of natural gas and other fuel costs, such as gasoline and diesel fuel. Long term increases in the cost
of natural gas and fuel costs could adversely impact and increase the Company’s cost of sales and marketing, selling, and
delivery expenses.



5







Breaches of Our Information Technology
Systems



Company operations use and store sensitive
data, including proprietary business information and personally identifiable information, in secure data centers and on our networks.
The Company could face a number of threats to its data centers and networks, including unauthorized access, security breaches
and other system disruptions. It is critical to the Company that its infrastructure remains secure and is perceived by customers
to be secure. The Company uses encryption and authentication technologies to secure the transmission and storage of data. Despite
its security measures, information technology systems may be vulnerable to attacks by hackers or other disruptive problems. Any
such security breach may compromise information used or stored on the Company’s networks and may result in significant data
losses or theft of our or our customers' proprietary business information or personally identifiable information. A cyber security
breach or technology disruption could negatively affect the Company’s reputation. In addition, a cyber attack or technology
disruption could result in other negative consequences, including remediation costs, disruption of internal operations, increased
cybersecurity protection costs, lost revenues or litigation, which could have a material adverse effect on the business, consolidated
results of operations and financial condition of the Company.



Product Liability and Production Stoppage



The Company is subject to a risk of product
liability if the Company’s products actually are alleged to result, in bodily injury. While the Company maintains what it
believes to be reasonable limits of stop loss insurance coverage to appropriately respond to such liability exposures, large product
liability claims, if made, could exceed our insurance coverage limits. There can be no assurance that the Company will not incur
significant costs in relation to such claims in the future. In addition, the Company could incur production stoppage to address
production issues as well as product liability claims.



Food Safety



The Company could be adversely affected
if consumers lose confidence in the safety and quality of certain products we make or ingredients we use. Negative publicity about
these concerns, whether or not true, may discourage consumers from buying Company products or cause disruption in production or
distribution of products, which would negatively impact our business.



Additionally, the Company could be required
to recall some products because they are adulterated, mislabeled or caused consumer sickness. A recall could result in significant
losses to the Company due to the costs of recall, the destruction of product inventory and lost sales. A recall could also result
in adverse publicity and a loss of consumer confidence in the safety and/or quality of our products. The Company could also become
involved in lawsuits if it is alleged that the consumption our products caused illness/injury. A product recall or an adverse
result in any such litigation could have an adverse effect on our financial results.



Risks Relating to the Company’s
Common Stock and the Securities Market



The trading price of shares of the Company’s
common stock may be affected by many factors and the price of shares of its common stock could decline. As a smaller publicly
traded company, the trading price of the Company’s common stock has fluctuated significantly in the past. The future trading
price of the Company’s common stock may be volatile and could be subject to material price fluctuations. There are other
risks and factors not described above that could also cause actual consolidated results to differ materially from those in any
forward looking statement made by the Company. As set forth in the Form 8-K filed by the Company with the SEC on July 22, 2016,
the Company and Utz Quality Foods, Inc. of Hanover PA announced they had entered into a merger agreement. In the event this merger
is not finalized due to unforeseen circumstances then the current trading price of the Company’s common stock could substantially
change.



6







ITEM 1B. –
UNRESOLVED STAFF COMMENTS



Not Applicable.



ITEM 2. –
PROPERTIES



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



Manufacturing Plants and Office Headquarters



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



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



Management believes that the Company’s
production facilities are suitable and adequate, that they are being appropriately utilized in line with experience, and that
they have sufficient production capacity for their present intended purposes. The extent of utilization of such facilities varies
based upon seasonal demand for the products. However, management believes that additional production can be obtained at the existing
facilities by adding personnel and capital equipment, by adding shifts of personnel, or expanding the facilities. The Company
continuously reviews our anticipated requirements for facilities and, on the basis of that review, may from time-to-time acquire
additional facilities and/or dispose of existing facilities.



Both manufacturing plants and the office
headquarters are owned by Golden Flake, free and clear of any debt.



Distribution Warehouses



The Company owns 20 central warehouses
throughout our geographical footprint.



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







ITEM 4. – MINE SAFETY DISCLOSURES



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
on the NASDAQ Global Market under the symbol GLDC. The following tabulation sets forth the high and low sale prices at the end
of the day for the common stock during each quarter of the fiscal years ended June 3, 2016 and May 29, 2015 and the amount of
dividends paid per share in each quarter. Our Board of Directors (sometimes referred to herein as “Board”) will consider
the amount of future cash dividends on a quarterly basis.





|                                                    |  | Market Price |     
|--------------------------------------------------- |  | ------------ | ----
|                                                    |  |              |     
|Quarter Year Ended 2016                             |  | High
Price   |     
|First quarter      (13 weeks ended August 28, 2015) |  | $            | 4.44
|Second quarter (13 weeks ended November 27, 2015)   |  |              | 4.95
|Third quarter    (14 weeks ended March 4, 2016)     |  |              | 4.91
|Fourth quarter   (13 weeks ended June 3, 2016)      |  |              | 5.83







|                                                    |  |            |      |  |           |   |      | Dividend       | 
|--------------------------------------------------- |  | ---------- | ---- |  | --------- | - | ---- | -------------- | 
|Quarter Year Ended 2015                             |  | High
Price |      |  | Low
Price |   |      | Paid Per share | 
|First quarter      (13 weeks ended August 29, 2014) |  | $          | 4.84 |  |           | $ | 3.86 |                | 
|Second quarter (13 weeks ended November 28, 2014)   |  |            | 4.85 |  |           |   | 3.85 |                | 
|Third quarter    (13 weeks ended February 27, 2015) |  |            | 4.48 |  |           |   | 3.20 |                | 
|Fourth quarter   (13 weeks ended May 29, 2015)      |  |            | 4.20 |  |           |   | 3.66 |                | 





As of July 25, 2016, there were approximately
778 shareholders of record.





8







Securities Authorized For Issuance
under Equity Compensation Plans



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



EQUITY COMPENSATION PLAN INFORMATION



|Plan category                                              |  | Number of securities to be issued upon exercise of out-
    standing options, warrants and rights (a) |         |  | Weighted-average exercise price of outstanding options,
    warrants and rights (b) |   |      | Number of securities remaining
    available for future issuance
    under equity compensation plans (excluding securities reflected in column(a)) (c) | 
|---------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------- | ------- |  | ----------------------------------------------------------------------------------- | - | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|                                                           |  |                                                                                                       |         |  |                                                                                     |   |      |                                                                                                                                                        | 
|Equity compensation plans approved by security holders     |  |                                                                                                       | 310,000 |  |                                                                                     | $ | 3.99 |                                                                                                                                                        | 
|                                                           |  |                                                                                                       |         |  |                                                                                     |   |      |                                                                                                                                                        | 
|Equity compensation plans not approved by security holders |  |                                                                                                       | 0       |  |                                                                                     |   | 0    |                                                                                                                                                        | 
|                                                           |  |                                                                                                       |         |  |                                                                                     |   |      |                                                                                                                                                        | 
|Total                                                      |  |                                                                                                       | 310,000 |  |                                                                                     | $ | 3.99 |                                                                                                                                                        | 





As set forth in the Form 8-K filed by
the Company with the SEC on July 22, 2016, the Company and Utz Quality Foods, Inc. of Hanover PA announced they had entered into
a merger agreement. As part of such transaction the stock options referred to above have been cancelled. In the event this merger
is not finalized due to unforeseen circumstances, then the stock options would be reinstated with full force and effect.



Issuer Purchases of Equity Securities



The Company did not purchase any shares of its common stock
during the fiscal year ended June 3, 2016 and purchased 440,875 shares of its common stock during the fiscal year ended May 29,
2015.



ITEM 6. – SELECTED FINANCIAL DATA



Not applicable.



9







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 consolidated 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 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 the Company’s sales, which affords some protection against loss of volume due to a crop failure or
other circumstances that can affect an adequate supply of any one of our major agricultural raw materials. Raw materials used
in manufacturing and processing the Company’s snack food products are purchased on the open market, 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 of farm commodities available. The Company has no control of the agricultural aspects and its profits are affected
accordingly.



Critical Accounting Policies and
Estimates



The Company’s discussion and analysis
of its consolidated financial condition, results of operations, and liquidity are based upon the Company’s consolidated
financial statements, the preparation of which is in conformity with accounting principles generally accepted in the United States
of America (U.S. GAAP) which requires management to make estimates and assumptions that in certain circumstances affect amounts
reported in the consolidated financial statements. In preparing these consolidated financial statements, management has made its
best estimates and judgments of certain amounts included in the consolidated financial statements, giving due considerations to
materiality. 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. Other accounting policies and estimates are detailed
in Note 1 of the Notes to Consolidated Financial Statements in this Form 10-K.



Revenue Recognition



The Company recognizes sales and related
costs upon delivery or shipment of products to its customers. Allowances for sales returns, stale products, promotions, and discounts
are recorded as reductions of revenue in the consolidated financial statements. Costs associated with the delivery or shipment
of these products are recorded gross and shown as part of selling, general and administrative expenses on the consolidated statements
of income.



10







Revenue for products sold to our distributors
is recognized when the distributor purchases the inventory from our warehouses or the products are shipped to their stockroom.
Revenue for products sold to retail customers through company routes is recognized when the product is delivered to the customer.
Revenue for products shipped directly to customers from our warehouses is recognized based on the shipping terms listed on the
shipping documentation. Products shipped with terms FOB shipping point are recognized as revenue at the time the product leaves
our warehouse. Products shipped with terms FOB destination are recognized as revenue based on the anticipated receipt date by
the customer.



We record an allowance for stales and
damaged products. This allowance is estimated based on a percentage of historical sales returns and current market information.
We record certain reductions to revenue for promotional allowances. There are several different types of promotional allowances
such as off-invoice allowances, rebates and shelf space allowances. Shelf space allowances are capitalized and amortized over
thirty-six months and recorded as a reduction to revenue. Capitalized shelf space allowances are evaluated for impairment on an
ongoing basis.



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 Company monitors accounts receivable and collections on a daily basis and strives
to keep customer accounts as current as possible. However, failure of a major customer to pay the Company amounts owed could have
a material impact on the financial statements of the Company.



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. At June 3, 2016 and May 29, 2015, the Company had an
allowance for doubtful accounts of $160,000 and $70,000, respectively. The increase in the allowance was the result of a few accounts
that ultimately will not be covered by credit insurance. If circumstances dictate, the Company may have to increase this allowance
in the future.



Income Taxes



Our effective tax rate is based on the
level and mix of income of our separate legal entities, statutory tax rates, business credits available in the various jurisdictions
in which we operate and permanent tax differences. Significant judgment is required in evaluating tax positions that affect the
annual tax rate. We recognize the effect of income tax positions only if these positions are more likely than not of being sustained.
We adjust these liabilities in light of changing facts and circumstances, such as the progress of a tax audit.



Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to the taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes
the enactment date. We estimate valuation allowances on deferred tax assets for the portions that we do not believe will be fully
utilized based on projected earnings and usage.



11







Self-Insurance Reserves



The Company maintains a reserve to cover
certain casualty losses relating to deductibles on automobile liability, general liability, workers’ compensation, and property
losses which are herein referred to as “Casualty Expenses”. Management estimates certain expenses in an effort to
record those expenses in the period incurred. The Company’s significant estimates relate to these Casualty Expenses.



The Company uses a third-party actuary
to estimate the Casualty Expenses and obligations on an annual basis. In determining the ultimate loss and reserve requirements,
the third-party actuary 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 factor
to account for changes in inflation, health care costs, compensation and litigation cost trends, as well as estimated future incurred
claims. This year, the Company utilized a 50% confidence level for estimating the ultimate outstanding casualty liability based
on the actuarial report. This assumes that approximately 50% 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 75% factor, the liability would have
been increased by approximately $0.3 million. If the Company chose a 90% factor, the liability would have increased by approximately
$0.6 million.



This year the Company used a 4% investment
rate to discount the estimated claims based on the historical payout pattern during 2015 and 2014. A one percentage point change
in the discount rate would have impacted the liability by approximately $32,000.



The Company is self-insured for certain
medical claims which are herein referred to as “Medical Expenses”. Employee medical expense accruals are recorded
based on medical claims processed as well as historical medical claims experienced for claims incurred but not yet reported. The
Company also has stop loss insurance coverage to limit the exposure arising from these claims. Differences in estimates and assumptions
could result in an accrual requirement materially different from the calculated accrual.



Financial Condition



Accounts Receivable



At June 3, 2016 and May 29, 2015, the
Company had accounts receivables (net of an allowance for doubtful accounts) in the amount of $10,666,986 and $11,085,689 respectively.
The Company experienced a high rate of collection in the past year as cash collected from customers exceeded sales by more than
$400,000. Management can provide no assurances that this collection rate will continue in the future.



Accrued Expenses



As of June 3, 2016, the Company’s
casualty reserve was $1,441,459 and at May 29, 2015, the casualty reserve was $1,472,182. The Company believes the reserves established
are reasonable estimates of the ultimate liability based on historical trends. Actual ultimate losses could vary from those estimated
by the third-party actuary.



In addition, the Company maintains letters
of credit with the Company’s claim administrators. The Company has a letter of credit in the amount of $1,925,000 outstanding
at June 3, 2016 and $1,850,000 at May 29, 2015.



12







Operating Results



This year’s results for the period
ended June 3, 2016, included fifty three weeks of sales and costs versus fifty two weeks in the same period for the prior year.
The results of operations analyze the results of the fifty three week period as well as a normalized result of the period (using
the same number of weeks in the current period as compared to the prior period) to show a more comparable period of time. The
fifty third week added approximately $2.5 million in sales to this year’s results.



Sales



For the year ended June 3, 2016, net sales
increased 3.1% from the year ended May 29, 2015. On a normalized basis, total revenues for the year were up 1.2%. The increase
in the current year is primarily related to contract sales to new and previous customers that commenced near the end of the third
quarter. These contract sales are renewed periodically and may not continue in the future.



Cost of Sales



The cost of sales for the year ended June
3, 2016 was 49.8% of net sales compared to 50.2% for the year ended May 29, 2015. This year’s decrease in cost of sales
was primarily due to a reduction in fuel surcharge costs and the price of commodities. The price decreases for fuel surcharge
costs and commodities may not continue in the future.



Selling, General and Administrative
Expenses



For the year ended June 3, 2016, selling,
general and administrative expenses were 46.7% of net sales compared to 47.4% for the year ended May 29, 2015. The Company continues
to benefit from reduced fuel costs associated with transportation and delivery. However, if these fuel costs increase, these expenses
may increase as well.



Gain On Sale of Assets



For the year ended June 3, 2016, the gain
on sale of assets was $56,446 versus $283,256 for the year ended May 29, 2015. The gain from last year includes the sale of our
warehouse located in Decatur, Georgia plus sales of vehicles that were taken out of service. This year includes the sales of vehicles
only. Management anticipates gains on sale of used transportation equipment going forward comparable to the year ended June 3,
2016.



Interest Expenses



Interest expenses for the year ended June
3, 2016 were $335,562 while interest expenses for the year ended May 29, 2015 were $458,184. This $122,622 decrease can be directly
attributed to the pay down of the line of credit. Management anticipates that the amount outstanding on the line of credit should
remain low. However, if there is a change in our cash flows in the future, we may need to increase the line of credit to cover
operating expenses.



Income Tax Expenses



The Company’s effective tax rates
for 2016 and 2015 were 32.2% and 42.2%, respectively. The difference between the statutory rate and the effective tax rate is
primarily due to tax payment rectification. Note 9 to the Consolidated Financial Statements provides additional information about
the provision for income taxes.



13







Liquidity and Capital Resources



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. The Company’s current ratio (current assets divided by current liabilities) was
1.89:1.00 and 1.39:1.00 at June 3, 2016 and May 29, 2015, respectively.



Cash Flows From Operating Activities



Working capital was $9,292,231 and $5,445,497
at June 3, 2016 and May 29, 2015, respectively. Net cash provided by operations amounted to $7,135,855 and $4,103,170 in fiscal
years June 3, 2016 and May 29, 2015, respectively. During 2016, the principal source of liquidity for the Company’s operating
needs was provided from operating activities, credit facilities, and cash on hand.



Cash Flows From Investing Activities



As part of the Company’s cost cutting
initiative, purchases of property, plant and equipment were reduced by $1.5 million in the year ended June 3, 2016 as compared
to the year ended May 29, 2015. Management anticipates that capital expenditures will increase in the coming year. Additions to
property, plant and equipment are expected to be approximately $2 million in fiscal year 2017.



Cash Flows From Financing Activities



For the year ended June 3, 2016, the Company
primarily focused on using operating cash to pay down the line of credit and term debt. Management feels that reducing debts and
improving our cash position will provide more growth opportunities in the future. Management anticipates paying down debt as cash
flows allow.



Cash dividends of $1,496,160 and $1,452,803
were paid in 2016 and 2015, respectively. The Company did not purchase any shares of treasury stock in fiscal 2016 and purchased
440,875 shares of treasury stock for the amount of $2,204,375 during fiscal 2015. Management does not anticipate purchasing any
treasury stock going forward.



Line of Credit and Debt



The Company has a line-of-credit agreement
with a local bank that permits borrowing up to $3 million. The line-of-credit is subject to the Company’s continued credit
worthiness and compliance with the terms and conditions of the loan agreement with the bank. The Company’s line-of-credit
debt at June 3, 2016 was $0 with an interest rate of 3.50%, leaving the Company with $3,000,000 of credit availability. The Company’s
line-of-credit debt at May 29, 2015 was $2,823,477 with an interest rate of 3.25%, leaving the Company with $176,523 of credit
availability. The Company has been able to take advantage of lower commodity prices, lower fuel prices and a reduction in overall
spending to pay down the line of credit. These circumstances may not continue and the line of credit may increase as a result.



The Company has two separate notes with
a local bank that have been used to finance the purchase of manufacturing and computer equipment and to purchase shares of treasury
stock. The equipment loan carries an interest rate of 3.00% and had a balance of $4,587,642 and $4,944,233 at June 3, 2016 and
May 29, 2015, respectively. The treasury loan carries an interest rate of 3.30% and had a balance of $1,600,640 and $2,068,484
at June 3, 2016 and May 29, 2015, respectively. The Company has been able to make some additional payments towards these notes
due to the improved cash flows during the past year. While it is not reasonable to expect these additional payments in the future,
the Company expects to pay down these notes as quickly as cash flows allow.



14







During the fiscal year ended June 3, 2016,
the Company entered into leases to acquire a new server and a new voice over IP telephone system. The total capital lease obligation
for this equipment was $208,412 at June 3, 2016.



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, fuel costs, and commodity prices affecting the cost of its raw materials.



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 and under contract
through brokers or directly from growers. Future contracts have been used occasionally to hedge immaterial amounts of commodity
purchases, but none are presently being used.



Inflation



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



Environmental
Matters



Management believes Golden Flake’s
waste water treatment plant is an environmentally-friendly way to dispose of process water at the Birmingham plant. The treatment
plant has allowed Golden Flake to release the processing water into a neighboring creek which, we believe, has improved the flow
of water in the creek and has positively impacted the environment in the area surrounding the plant. This treatment plant, we
believe, has also helped to reduce expenses associated with sewer charges by the elimination of the disposal of process water
through the public sewer system.



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, fuel costs, and effectiveness of sales and marketing activities, as described in this 10-K.
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



Not applicable.



Recently Issued Accounting Pronouncements



See Note 2 to the consolidated financial
statements included in Item 8 for a summary of recently issued accounting pronouncements.



15







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



Not applicable.



ITEM 8. - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



The consolidated financial statements
of the registrant and its subsidiary for the year ended June 3, 2016, consisting of the following, are contained herein:



|Consolidated Balance Sheets                                | - As of June 3, 2016 and May 29, 2015
|---------------------------------------------------------- | -------------------------------------
|Consolidated Statements of Income                          | - June 3, 2016 and May 29, 2015      
|Consolidated Statements of Changes in Stockholders’ Equity | - June 3, 2016 and May 29, 2015      
|Consolidated Statements of Cash Flows                      | - June 3, 2016 and May 29, 2015      
|Notes to Consolidated Financial Statements                 | - June 3, 2016 and May 29, 2015      



16







Report of Independent Registered Public Accounting Firm



To the Board of Directors and Stockholders

Golden Enterprises, Inc.



We have audited the accompanying
consolidated balance sheet of Golden Enterprises, Inc. and subsidiary (the “Company”) as of June 3, 2016, and the
related consolidated statement of income, stockholders’ equity, and cash flows for the year then ended. The Company’s
management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.



We conducted our audit
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 financial statements are free of material misstatement.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no such opinion. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.



In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June
3, 2016, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.



As discussed in Note 2
to the consolidated financial statements, the Company has changed its method of accounting for the presentation of deferred tax
assets and liabilities during the period ending June 3, 2016.



|/s/ Carr, Riggs & Ingram, LLC | 
|----------------------------- | 
|                              | 
|Birmingham, Alabama           | 
|August 4, 2016                | 







17







Report of Independent Registered Public
Accounting Firm



To the Board of Directors
and Stockholders

Golden Enterprises, Inc.



We have audited the accompanying
consolidated balance sheet of Golden Enterprises, Inc. and subsidiary (“the Company”) as of May 29, 2015 and the related
consolidated statement of income, stockholders’ equity, and cash flows for the year then ended.   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 audit.



We conducted our audit
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 financial statements are free of material
misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly,
we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides
a reasonable basis for our opinion.



In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the financial position of Golden Enterprises,
Inc. and subsidiary as of May 29, 2015, and the results of their operations and their cash flows for the year then ended, in conformity
with accounting principles generally accepted in the United States of America.  Also, in our opinion, the financial
statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly
in all material respects the information set forth therein.



|/s/ DUDLEY, HOPTON-JONES, SIMS & FREEMAN, PLLP | 
|---------------------------------------------- | 
|Birmingham, Alabama                            | 
|July 16, 2015                                  | 



18









GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

As of June 3, 2016 and May 29, 2015



ASSETS



|                                       |  | 2016 |            |  | 2015 |  
|-------------------------------------- |  | ---- | ---------- |  | ---- | -
|                                       |  |      |            |  |      |  
|CURRENT ASSETS                         |  |      |            |  |      |  
|Cash and cash equivalents              |  | $    | 1,993,854  |  |      | $
|                                       |  |      |            |  |      |  
|Receivables:                           |  |      |            |  |      |  
|Trade accounts                         |  |      | 10,456,553 |  |      |  
|Other                                  |  |      | 370,433    |  |      |  
|                                       |  |      | 10,826,986 |  |      |  
|Less: Allowance for doubtful accounts  |  |      | 160,000    |  |      |  
|                                       |  |      | 10,666,986 |  |      |  
|                                       |  |      |            |  |      |  
|Inventories:                           |  |      |            |  |      |  
|Raw materials                          |  |      | 1,980,660  |  |      |  
|Finished goods                         |  |      | 3,754,450  |  |      |  
|                                       |  |      | 5,735,110  |  |      |  
|                                       |  |      |            |  |      |  
|Prepaid expenses                       |  |      | 1,275,918  |  |      |  
|Income tax receivable                  |  |      | 22,473     |  |      |  
|Total current assets                   |  |      | 19,694,341 |  |      |  
|                                       |  |      |            |  |      |  
|PROPERTY, PLANT AND EQUIPMENT          |  |      |            |  |      |  
|Land                                   |  |      | 2,769,499  |  |      |  
|Buildings                              |  |      | 19,012,206 |  |      |  
|Machinery and equipment                |  |      | 68,477,382 |  |      |  
|Transportation equipment               |  |      | 7,931,905  |  |      |  
|                                       |  |      | 98,190,992 |  |      |  
|Less: Accumulated depreciation         |  |      | 76,156,389 |  |      |  
|                                       |  |      |            |  |      |  
|                                       |  |      | 22,034,603 |  |      |  
|OTHER ASSETS                           |  |      |            |  |      |  
|Cash surrender value of life insurance |  |      | 438,429    |  |      |  
|Other                                  |  |      | 917,533    |  |      |  
|                                       |  |      |            |  |      |  
|Total other assets                     |  |      | 1,355,962  |  |      |  
|                                       |  |      |            |  |      |  
|TOTAL                                  |  | $    | 43,084,906 |  |      | $



See Accompanying Notes to Consolidated Financial
Statements



19







LIABILITIES AND STOCKHOLDERS' EQUITY



|                                                              |  | 2016 |             |   | 2015 |  
|------------------------------------------------------------- |  | ---- | ----------- | - | ---- | -
|                                                              |  |      |             |   |      |  
|CURRENT LIABILITIES                                           |  |      |             |   |      |  
|Checks outstanding in excess of bank balances                 |  | $    | -           |   |      | $
|Accounts payable                                              |  |      | 4,235,488   |   |      |  
|Current portion of long-term debt                             |  |      | 837,225     |   |      |  
|Current portion of capital lease obligation                   |  |      | 56,203      |   |      |  
|Line of credit outstanding                                    |  |      | -           |   |      |  
|Other accrued expenses                                        |  |      | 5,158,236   |   |      |  
|Salary continuation plan                                      |  |      | 114,958     |   |      |  
|                                                              |  |      |             |   |      |  
|Total current liabilities                                     |  |      | 10,402,110  |   |      |  
|                                                              |  |      |             |   |      |  
|LONG-TERM LIABILITIES                                         |  |      |             |   |      |  
|Note payable-bank, non-current                                |  |      | 5,351,057   |   |      |  
|Capital lease obligation                                      |  |      | 152,209     |   |      |  
|Salary continuation plan                                      |  |      | 920,440     |   |      |  
|Deferred income taxes, net                                    |  |      | 2,632,762   |   |      |  
|                                                              |  |      |             |   |      |  
|Total long-term liabilities                                   |  |      | 9,056,468   |   |      |  
|                                                              |  |      |             |   |      |  
|STOCKHOLDERS' EQUITY                                          |  |      |             |   |      |  
|Common stock - $.66 2/3 par value:                            |  |      |             |   |      |  
|Authorized 35,000,000 shares; issued 13,828,793 shares        |  |      | 9,219,195   |   |      |  
|Additional paid-in capital                                    |  |      | 6,805,984   |   |      |  
|Retained earnings                                             |  |      | 20,738,143  |   |      |  
|Treasury shares - at cost (2,537,036 shares in 2016 and 2015) |  |      | (13,136,994 | ) |      |  
|                                                              |  |      |             |   |      |  
|Total stockholders' equity                                    |  |      | 23,626,328  |   |      |  
|                                                              |  |      |             |   |      |  
|TOTAL                                                         |  | $    | 43,084,906  |   |      | $



20







GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

For the Fiscal Years Ended June 3, 2016
and May 29, 2015



|                                             |  | 2016 |             |   | 2015 |  
|-------------------------------------------- |  | ---- | ----------- | - | ---- | -
|                                             |  |      |             |   |      |  
|Net sales                                    |  | $    | 135,870,580 |   |      | $
|Cost of sales                                |  |      | 67,595,536  |   |      |  
|Gross margin                                 |  |      | 68,275,044  |   |      |  
|                                             |  |      |             |   |      |  
|Selling, general and administrative expenses |  |      | 63,398,959  |   |      |  
|Restructuring charges                        |  |      | -           |   |      |  
|                                             |  |      |             |   |      |  
|Operating income                             |  |      | 4,876,085   |   |      |  
|                                             |  |      |             |   |      |  
|Other (expenses) income:                     |  |      |             |   |      |  
|Gain on sale of assets                       |  |      | 56,446      |   |      |  
|Interest expense                             |  |      | (335,562    | ) |      |  
|Other income                                 |  |      | 97,108      |   |      |  
|                                             |  |      |             |   |      |  
|Total other (expenses) income                |  |      | (182,008    | ) |      |  
|                                             |  |      |             |   |      |  
|Income before income taxes                   |  |      | 4,694,077   |   |      |  
|                                             |  |      |             |   |      |  
|Provision for income taxes                   |  |      | 1,509,274   |   |      |  
|                                             |  |      |             |   |      |  
|Net income                                   |  | $    | 3,184,803   |   |      | $
|                                             |  |      |             |   |      |  
|PER SHARE OF COMMON STOCK                    |  |      |             |   |      |  
|Basic earnings                               |  | $    | 0.28        |   |      | $
|Diluted earnings                             |  | $    | 0.28        |   |      | $



See Accompanying Notes to Consolidated Financial
Statements



21







GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’
EQUITY

For the Fiscal Years Ended June 3, 2016
and May 29, 2015



|                          |  |        |           |  | Additional |   |           |          |  |   |            |   |  | Total         |            
|------------------------- |  | ------ | --------- |  | ---------- | - | --------- | -------- |  | - | ---------- | - |  | ------------- | -----------
|                          |  | Common |           |  | Paid-in    |   |           | Retained |  |   | Treasury   |   |  | Stockholders' |            
|                          |  | Stock  |           |  | Capital    |   |           | Earnings |  |   | Shares     |   |  | Equity        |            
|                          |  |        |           |  |            |   |           |          |  |   |            |   |  |               |            
|Balance - May 30, 2014    |  | $      | 9,219,195 |  |            | $ | 6,497,954 |          |  | $ | 18,728,462 |   |  | $             | (10,932,619
|                          |  |        |           |  |            |   |           |          |  |   |            |   |  |               |            
|Net income - 2015         |  |        | -         |  |            |   | -         |          |  |   | 1,773,841  |   |  |               | -          
|Cash dividends paid       |  |        | -         |  |            |   | -         |          |  |   | (1,452,803 | ) |  |               | -          
|Stock compensation earned |  |        | -         |  |            |   | 55,019    |          |  |   | -          |   |  |               | -          
|Treasury shares purchased |  |        | -         |  |            |   | -         |          |  |   | -          |   |  |               | (2,204,375 
|                          |  |        |           |  |            |   |           |          |  |   |            |   |  |               |            
|Balance - May 29, 2015    |  |        | 9,219,195 |  |            |   | 6,552,973 |          |  |   | 19,049,500 |   |  |               | (13,136,994
|                          |  |        |           |  |            |   |           |          |  |   |            |   |  |               |            
|Net income - 2016         |  |        | -         |  |            |   | -         |          |  |   | 3,184,803  |   |  |               | -          
|Cash dividends paid       |  |        | -         |  |            |   | -         |          |  |   | (1,496,160 | ) |  |               | -          
|Stock compensation earned |  |        | -         |  |            |   | 253,011   |          |  |   | -          |   |  |               | -          
|                          |  |        |           |  |            |   |           |          |  |   |            |   |  |               |            
|Balance - June 3, 2016    |  | $      | 9,219,195 |  |            | $ | 6,805,984 |          |  | $ | 20,738,143 |   |  | $             | (13,136,994



See Accompanying Notes to Consolidated Financial
Statements



22







GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASHFLOWS

For the Fiscal Years Ended June 3, 2016
and May 29, 2015



|                                                                              |  | 2016 |             |   | 2015 |  
|----------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | -
|CASH FLOWS FROM OPERATING ACTIVITIES                                          |  |      |             |   |      |  
|Cash received from customers                                                  |  | $    | 136,289,283 |   |      | $
|Miscellaneous income                                                          |  |      | 97,108      |   |      |  
|Cash paid to suppliers and employees for cost of goods sold                   |  |      | (66,550,001 | ) |      |  
|Cash paid for suppliers and employees for selling, general and administrative |  |      | (61,224,782 | ) |      |  
|Income taxes                                                                  |  |      | (1,140,191  | ) |      |  
|Interest expense                                                              |  |      | (335,562    | ) |      |  
|                                                                              |  |      |             |   |      |  
|Net cash provided by operating activities                                     |  |      | 7,135,855   |   |      |  
|                                                                              |  |      |             |   |      |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                          |  |      |             |   |      |  
|Purchases of property, plant and equipment                                    |  |      | (1,182,854  | ) |      |  
|Proceeds from sale of property, plant and equipment                           |  |      | 56,446      |   |      |  
|                                                                              |  |      |             |   |      |  
|Net cash used in investing activities                                         |  |      | (1,126,408  | ) |      |  
|                                                                              |  |      |             |   |      |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                          |  |      |             |   |      |  
|Change in line of credit                                                      |  |      | (2,823,477  | ) |      |  
|Debt (repayments) proceeds                                                    |  |      | (824,435    | ) |      |  
|Principal payments under capital lease obligation                             |  |      | (30,970     | ) |      |  
|Purchases of treasury shares                                                  |  |      | -           |   |      |  
|Cash dividends paid                                                           |  |      | (1,496,160  | ) |      |  
|                                                                              |  |      |             |   |      |  
|Net cash used in financing activities                                         |  |      | (5,175,042  | ) |      |  
|                                                                              |  |      |             |   |      |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          |  |      | 834,405     |   |      |  
|                                                                              |  |      |             |   |      |  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                |  |      | 1,159,449   |   |      |  
|                                                                              |  |      |             |   |      |  
|CASH AND CASH EQUIVALENTS AT END OF YEAR                                      |  | $    | 1,993,854   |   |      | $



Supplementary Cash Flow information:

In the period ending June 3, 2016 the Company entered into capital
leases totaling $239,382.



See Accompanying Notes to Consolidated Financial
Statements



23







GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASHFLOWS

For the Fiscal Years Ended June 3, 2016
and May 29, 2015



RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES



|                                                                                 |  | 2016 |           |   | 2015 |  
|-------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | -
|                                                                                 |  |      |           |   |      |  
|Net income                                                                       |  | $    | 3,184,803 |   |      | $
|Adjustment to reconcile net income to net cash provided by operating activities: |  |      |           |   |      |  
|Depreciation                                                                     |  |      | 3,876,111 |   |      |  
|Deferred income taxes                                                            |  |      | (84,598   | ) |      |  
|Stock based compensation                                                         |  |      | 253,011   |   |      |  
|Gain on sale of property and equipment                                           |  |      | (56,446   | ) |      |  
|Change in receivables-net                                                        |  |      | 418,703   |   |      |  
|Change in inventories                                                            |  |      | (492,913  | ) |      |  
|Change in prepaid expenses                                                       |  |      | 74,283    |   |      |  
|Change in cash surrender value of insurance                                      |  |      | 191,830   |   |      |  
|Change in other assets - other                                                   |  |      | 55,662    |   |      |  
|Change in accounts payable                                                       |  |      | (882,590  | ) |      |  
|Change in accrued expenses                                                       |  |      | 136,950   |   |      |  
|Change in salary continuation plan                                               |  |      | 7,368     |   |      |  
|Change in income tax receivable                                                  |  |      | 453,681   |   |      |  
|                                                                                 |  |      |           |   |      |  
|Net cash provided by operating activities                                        |  | $    | 7,135,855 |   |      | $



See Accompanying Notes to Consolidated Financial
Statements



24







GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Fiscal Years Ended June 3, 2016
and May 29, 2015



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



The accounting and reporting policies of
Golden Enterprises, Inc. and subsidiary (the “Company”) conform to accounting principles generally accepted in the
United States of America (“U.S. GAAP”) and to general practices 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. (“Golden Enterprises”) and its wholly-owned subsidiary, Golden Flake Snack
Foods, Inc., (“Golden Flake”). All significant inter-company transactions and balances have been eliminated.



Fiscal Year

The Company ends its fiscal year on the
Friday closest to the last day in May. The year ended June 3, 2016 included 53 weeks and the year ended May 29, 2015 included 52
weeks.



Segment
Information

The Company has identified one operating
segment for management reporting purposes. The consolidated results of operations are the basis on which management evaluates operations
and makes business decisions.



Use of Estimates

The preparation of financial statements
in conformity with U.S. GAAP 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 consolidated financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.



Revenue Recognition

The Company recognizes sales and related
costs upon delivery or shipment of products to its customers. Allowances for sales returns, stale products, promotions, and discounts
are recorded as reductions of revenue in the consolidated financial statements. Costs associated with the delivery or shipment
of these products are recorded gross and shown as part of selling, general and administrative expenses on the consolidated statement
of income. Shipping and handling costs amounted to $3,570,571 and $3,827,583 for the fiscal years 2016 and 2015, respectively.



Revenue for products sold to our distributors
is recognized when the distributor purchases the inventory from our warehouses or the products are shipped to their stockroom.
Revenue for products sold to retail customers through company routes is recognized when the product is delivered to the customer.
Revenue for products shipped directly to customers from our warehouses is recognized based on the shipping terms listed on the
shipping documentation. Products shipped with terms FOB shipping point are recognized as revenue at the time the product leaves
our warehouse. Products shipped with terms FOB destination are recognized as revenue based on the anticipated receipt date by the
customer.



25







GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Fiscal Years Ended June 3, 2016
and May 29, 2015



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES – CONTINUED



We record an allowance for stales and damaged
products. This allowance is estimated based on a percentage of historical sales returns and current market information. We record
certain reductions to revenue for promotional allowances. There are several different types of promotional allowances such as off-invoice
allowances, rebates and shelf space allowances. Shelf space allowances are capitalized and amortized over thirty-six months and
recorded as a reduction to revenue. Capitalized shelf space allowances are evaluated for impairment on an ongoing basis. Capitalized
shelf space included in other assets amounted to $917,533 and $973,195 as of June 3, 2016 and May 29, 2015, respectively.



Fair Value of Financial Instruments

The Company uses fair value measurements
to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with
the “Fair Value Measures and Disclosures” Topic 820 of Financial Accounting Standards Board (FASB) Accounting
Standards Codification (ASC), the fair value of a financial instrument is the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best
determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s
various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using
present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the
discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement
of the instrument.



Fair value guidance provides a consistent
definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed
sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease
in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation
techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at
the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant
judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market
conditions.



See Note 13 for more information on 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.



Accounts Receivables

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



26







GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Fiscal Years Ended June 3, 2016
and May 29, 2015



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES – CONTINUED



Inventories

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



Income Taxes

The Company accounts for income taxes in
accordance with the FASB ASC Topic 740, Income Taxes. The Company has not recognized any liability for unrecognized tax
benefits as it has no known tax positions that would subject the Company to any material income tax exposure. The federal and state
tax returns for the Company for open tax years (generally three years from the date filed) are subject to examination by the applicable
taxing authority.



Deferred income taxes are provided using
the asset and 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.



Property, Plant and Equipment

Property, plant and equipment are stated
at cost. Expenditures to acquire and install, and those for betterments and renewals, are capitalized. 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. Expenditures for maintenance and repairs are charged to
operations as incurred.



Property retired or sold is removed from
the asset and related accumulated depreciation accounts and any gain or loss resulting there from is reflected in the statements
of operations. The following table summarizes the majority of our estimated useful lives of long-term depreciable assets:



|                                    |  | Useful life  
|----------------------------------- |  | -------------
|Buildings and building improvements |  | 20 - 30 years
|Machinery and equipment             |  | 5 - 10 years 
|Transportation equipment            |  | 5 - 15 years 



Self-Insurance

The Company maintains reserves for the
self-funded portion of employee medical insurance benefits. The Company also has stop loss coverage to limit the exposure arising
from these claims. The accrual for incurred but not reported (IBNR) medical insurance claims was $361,000 and $311,000 at June
3, 2016 and May 29, 2015, respectively.



The Company is self-insured for certain
casualty losses relating to automobile liability, general liability, workers’ compensation, and property losses. Automobile
liability, general liability, workers’ compensation, and property losses costs are covered by letters of credit with the
company’s claim administrators. As of June 3, 2016, the Company’s casualty reserve was $1,441,459 and at May 29, 2015,
the casualty reserve was $1,472,182.



27







GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Fiscal Years Ended June 3, 2016
and May 29, 2015



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES – CONTINUED



Due to the complexity of estimating the
timing and amounts of insurance claims, 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 Company uses various actuarial assumptions including
compensation trends, health care cost trends, and discount rates. In 2016, we used a discount rate of 4%, the same rate was used
in 2015, based on treasury rates over the estimated future payout period. The third-party actuary also uses historical information
for claims frequency and severity in order to establish loss development factors. Large fluctuations in claims can have a significant
impact on selling, general and administrative expenses.



Advertising

The Company expenses advertising costs
as incurred. These costs are included in selling, general and administrative expenses. Advertising expense amounted to $8,319,193
and $7,973,958 for the fiscal years 2016 and 2015, respectively.



Stock
Options

The Company accounts for option awards
based on the fair value-method using the Black-Scholes model. The following assumptions were used to determine the weighted average
fair value of options granted during 2016 and 2015.



|                                                 |  | 2016 |           |   | 2015 | 
|------------------------------------------------ |  | ---- | --------- | - | ---- | 
|Assumptions used in Black-Scholes pricing model: |  |      |           |   |      | 
|Expected dividend yield                          |  |      | 2.41      | % |      | 
|Risk-free interest rate                          |  |      | 1.22      | % |      | 
|Weighted average expected life                   |  |      | 5.5 years |   |      | 
|Expected volatility                              |  |      | 39        | % |      | 



The expected dividend yield is based on
the projected annual dividend payment per share divided by the stock price at the date of grant. The risk free interest rate is
based on rates of U.S. Treasury issues with a remaining life equal to the expected life of the option. We used the simplified method
to calculate expected life using the vesting term of the option and the option expiration date, as we did not have sufficient exercise
history at the time to calculate a reasonable estimate.



NOTE 2 – RECENTLY ISSUED ACCOUNTING
STANDARDS



Revenue Recognition

In May 2014, the FASB issued Accounting
Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, to update its revenue recognition standard to clarify
the principles for recognizing revenue and eliminate industry-specific
guidance. In addition, the updated standard revises current disclosure requirements in an effort to help financial statement users
better understand the nature, amount, timing, and uncertainty of revenue that is recognized. In August 2015, the FASB issued ASU
2015-14 which deferred the effective date by one year. This revised standard will be effective for the Company for the interim
and annual reporting period beginning after December 15, 2017. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts
with Customers (Principal versus Agent Considerations), to clarify the implementation guidance on principal versus agent considerations.
The FASB will permit early adoption of the standard, but not before the original effective date of December 15, 2016. The Company
is currently evaluating the impact of this standard.



28







GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- CONTINUED

For the Fiscal Years Ended June 3, 2016
and May 29, 2015



NOTE 2 – RECENTLY ISSUED ACCOUNTING
STANDARDS - CONTINUED



Measurement of Inventory

In July 2015, the FASB issued ASU 2015-11,
Simplifying the Measurement of Inventory. An entity should measure inventory within the scope of this update at the lower
of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less
reasonably predictable costs of completion, disposal, and transportation. The standard is effective for annual reporting periods
beginning after December 15, 2016 and related interim periods. Early adoption is permitted. The Company does not believe this standard
will have a material effect on its financial position, results of operations, or cash flows.



Balance Sheet Classification of Deferred
Taxes

In November 2015, the FASB issued ASU 2015-17,
Balance Sheet Classification of Deferred Taxes. This accounting standard requires deferred tax assets and liabilities, along
with related valuation allowances, to be classified as noncurrent on the balance sheet. As a result, each tax jurisdiction will
now only have one net noncurrent deferred tax asset or liability. The new guidance does not change the existing requirement that
prohibits offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. The standard
is effective for annual reporting periods beginning after December 15, 2016, and related interim periods. Early adoption is permitted.
The Company has chosen to early adopt this guidance retrospectively as indicated on the consolidated balance sheet and detailed
in the accompanying Note 9. The following table summarizes the adjustments made to conform prior period classifications to the
new guidance:



|                                          |  | May 29, 2015 |           
|----------------------------------------- |  | ------------ | ----------
|                                          |  | As Filed     |           
|Balance Sheet Line                        |  |              |           
|Current deferred income tax assets        |  | $            | 1,139,433 
|Long-term deferred income tax liabilities |  | $            | (3,856,793
|Net noncurrent deferred tax liability     |  | $            | (2,717,360



Leases

In February 2016, the FASB issued ASU 2016-02,
Leases. This accounting standard requires lessees to recognize assets and liabilities related to lease arrangements longer
than 12 months on the balance sheet. This standard also requires additional disclosures by lessees and contains targeted changes
to accounting by lessors. The updated guidance is effective for interim and annual periods beginning after December 15, 2018. Early
adoption is permitted. The Company is currently evaluating the impact of the provisions of this standard.



NOTE 3 – RECLASSIFICATIONS



Certain prior period consolidated financial
statement amounts have been reclassified to be consistent with the presentation for the current period. These reclassifications
had no effect on the reported results of operations.



29







GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- CONTINUED

For the Fiscal Years Ended June 3, 2016
and May 29, 2015



NOTE 4 – ALLOWANCE FOR DOUBTFUL
ACCOUNTS



The following table summarizes the allowance
for doubtful accounts for the years ended June 3, 2016 and May 29, 2015, respectively:



|                                  |  | 2016 |         |  | 2015 |  
|--------------------------------- |  | ---- | ------- |  | ---- | -
|                                  |  |      |         |  |      |  
|Beginning balance                 |  | $    | 70,000  |  |      | $
|Additions/(Reductions) to expense |  |      | 90,000  |  |      |  
|Deductions                        |  |      | -       |  |      |  
|Ending balance                    |  | $    | 160,000 |  |      | $



NOTE 5 – PREPAID EXPENSES



At June 3, 2016 and May 29, 2015, prepaid expenses consist of
the following:



|                             |  | 2016 |           |  | 2015 |  
|---------------------------- |  | ---- | --------- |  | ---- | -
|                             |  |      |           |  |      |  
|Truck shop supplies          |  | $    | 299,532   |  |      | $
|Insurance deposit            |  |      | 48,548    |  |      |  
|Prepaid marketplace spending |  |      | 156,609   |  |      |  
|Prepaid insurance            |  |      | 357,431   |  |      |  
|Prepaid taxes/licenses       |  |      | 108,375   |  |      |  
|Prepaid dues/supplies        |  |      | 20,917    |  |      |  
|Other                        |  |      | 284,506   |  |      |  
|                             |  |      |           |  |      |  
|                             |  | $    | 1,275,918 |  |      | $



NOTE 6 – OTHER ACCRUED EXPENSES



The following table summarizes other accrued
expenses as of June 3, 2016 and May 29, 2015:



|                            |  | 2016 |           |  | 2015 |  
|--------------------------- |  | ---- | --------- |  | ---- | -
|                            |  |      |           |  |      |  
|Accrued salary and benefits |  | $    | 2,379,266 |  |      | $
|Accrued casualty losses     |  |      | 1,441,459 |  |      |  
|Accrued IBNR                |  |      | 361,000   |  |      |  
|Accrued other               |  |      | 976,511   |  |      |  
|                            |  |      |           |  |      |  
|Total accrued expenses      |  | $    | 5,158,236 |  |      | $



30







GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- CONTINUED

For the Fiscal Years Ended June 3, 2016
and May 29, 2015



NOTE 7 - LINE OF CREDIT



The Company
has a line-of-credit agreement with a local bank that permitted borrowing up to $3,000,000 at June 3, 2016 and May 29, 2015. The
line-of-credit is subject to the Company’s continued credit worthiness and compliance with the terms and conditions of the
loan agreement which is renewed on an annual basis. The following table summarizes the line of credit as of June 3, 2016 and May
29, 2015:



|                     |  | 2016 |           |   | 2015 |  
|-------------------- |  | ---- | --------- | - | ---- | -
|                     |  |      |           |   |      |  
|Interest rate        |  |      | 3.50      | % |      |  
|                     |  |      |           |   |      |  
|Outstanding          |  | $    | -         |   |      | $
|Available            |  |      | 3,000,000 |   |      |  
|                     |  |      |           |   |      |  
|Total line of credit |  | $    | 3,000,000 |   |      | $



NOTE 8 – LONG-TERM LIABILITIES



The Company has two notes payable with
a local bank. The agreement on the note payable maturing March 10, 2021, contains a financial covenant for minimum tangible net
worth of $16 million. The Company was in compliance with the financial covenant as of June 3, 2016. Debt outstanding as of June
3, 2016 and May 29, 2015, consisted of the following:



|                                                                                                 |  | 2016 |           |   | 2015 |  
|------------------------------------------------------------------------------------------------ |  | ---- | --------- | - | ---- | -
|                                                                                                 |  |      |           |   |      |  
|Note payable maturing March 10, 2021 interest at 3.00%, principal and interest due
    monthly   |  | $    | 4,587,642 |   |      | $
|                                                                                                 |  |      |           |   |      |  
|Note payable maturing January 31, 2020 interest at 3.30%, principal and interest due
    monthly |  |      | 1,600,640 |   |      |  
|                                                                                                 |  |      |           |   |      |  
|Less current portion of long-term debt                                                           |  |      | (837,225  | ) |      |  
|                                                                                                 |  |      |           |   |      |  
|Total long-term debt                                                                             |  | $    | 5,351,057 |   |      | $



In July 2015, a capital lease obligation
of $98,586 was incurred when the Company entered into a 36-month lease for new server equipment. In March 2016, another capital
lease obligation of $140,796 was incurred when the Company entered into a 60-month lease for new telephone equipment. The balance
of the capital lease obligations was $208,412 as of June 3, 2016 with the current portion of $56,203.



31







GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- CONTINUED

For the Fiscal Years Ended June 3, 2016
and May 29, 2015



NOTE 9 – INCOME TAXES



At June 3, 2016 and May 29, 2015 the provision
for income taxes consists of the following:



|          |  | 2016 |           |   | 2015 |  
|--------- |  | ---- | --------- | - | ---- | -
|Current:  |  |      |           |   |      |  
|Federal   |  | $    | 1,288,468 |   |      | $
|State     |  |      | 305,404   |   |      |  
|          |  |      |           |   |      |  
|          |  |      | 1,593,872 |   |      |  
|          |  |      |           |   |      |  
|Deferred: |  |      |           |   |      |  
|Federal   |  |      | (68,525   | ) |      |  
|State     |  |      | (16,073   | ) |      |  
|          |  |      |           |   |      |  
|          |  |      | (84,598   | ) |      |  
|          |  |      |           |   |      |  
|Total     |  | $    | 1,509,274 |   |      | $



32







GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- CONTINUED

For the Fiscal Years Ended June 3, 2016
and May 29, 2015



NOTE 9 – INCOME TAXES - CONTINUED



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:



|                                                   |  | 2016 |           |   | 2015 |  
|-------------------------------------------------- |  | ---- | --------- | - | ---- | -
|                                                   |  |      |           |   |      |  
|Tax on income at statutory rates                   |  | $    | 1,595,986 |   |      | $
|Increase resulting from:                           |  |      |           |   |      |  
|State income taxes, less Federal income tax effect |  |      | 181,584   |   |      |  
|Other - net                                        |  |      | (268,296  | ) |      |  
|                                                   |  |      |           |   |      |  
|Total                                              |  | $    | 1,509,274 |   |      | $



The above difference is primarily due to
a tax payment rectification. The tax effects of temporary differences that result in net noncurrent deferred tax liabilities are
as follows:



|                                      |  | 2016 |            |   | 2015 |  
|------------------------------------- |  | ---- | ---------- | - | ---- | -
|                                      |  |      |            |   |      |  
|Net noncurrent deferred tax liability |  |      |            |   |      |  
|Property and equipment                |  | $    | (3,868,351 | ) |      | $
|Prepaid expenses                      |  |      | (59,511    | ) |      |  
|Salary continuation plan              |  |      | 502,070    |   |      |  
|Accrued vacation                      |  |      | 480,519    |   |      |  
|Inventory capitalization              |  |      | 64,399     |   |      |  
|Allowance for doubtful accounts       |  |      | 60,800     |   |      |  
|Other accrued expenses                |  |      | 187,312    |   |      |  
|Net deferred tax liability            |  | $    | (2,632,762 | ) |      | $



The Company and its subsidiary are subject
to federal income tax as well as income tax of various states. The Company is no longer subject to examination for years before
2012.



NOTE 10 – EMPLOYEE BENEFIT PLANS



The Company has a trusteed “Qualified
Profit-Sharing Plan” that was amended and restated effective September 1, 2010, known as the Golden Flake Snack Foods, Inc.
401(k) Retirement Savings Plan (the “Plan”). The Plan’s trustee and investment custodian is State Street Bank
and Trust Company. Transamerica Retirement Solutions provides recordkeeping and general administrative services for the Plan.



The Company’s contributions to the
Plan are reviewed and approved by the Board of Directors. The Company match is 25% of an employee’s eligible contributions
up to 4%. Total plan contributions for the years ended June 3, 2016 and May 29, 2015 were $160,046 and $150,586, respectively.



33







GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- CONTINUED

For the Fiscal Years Ended June 3, 2016
and May 29, 2015



NOTE 10 – EMPLOYEE BENEFIT PLANS
- CONTINUED



The Company has a non-qualified salary
continuation plan with certain of its key officers whereby monthly benefits will be paid for a period of fifteen years following
death or retirement at age 65. The Company is accruing the present value of the estimated future retirement payments at a 3.75%
discount rate from the date of the agreements to the normal retirement age at which time the principal portion of the retirement
benefits paid are applied to the liability previously accrued. The Plan is funded in part with life insurance on the key officers.
As of June 3, 2016, the cash surrender value of the life insurance was $438,429 as compared to $630,259 as of May 29, 2015.



The change in the liability for the salary
continuation plan is as follows:



|                                                     |  | 2016 |           |   | 2015 |  
|---------------------------------------------------- |  | ---- | --------- | - | ---- | -
|                                                     |  |      |           |   |      |  
|Accrued salary continuation plan - beginning of year |  | $    | 1,028,030 |   |      | $
|                                                     |  |      |           |   |      |  
|Benefits accrued                                     |  |      | 127,368   |   |      |  
|                                                     |  |      |           |   |      |  
|Benefits paid                                        |  |      | (120,000  | ) |      |  
|                                                     |  |      |           |   |      |  
|Accrued salary continuation plan - end of year       |  | $    | 1,035,398 |   |      | $



NOTE 11 – LONG-TERM INCENTIVE
PLANS



The Company has a long-term incentive plan
currently in effect under which stock option grants may be issued. This Plan (the 2014 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 and make all other determinations required in the administration thereof.



The 2014 Plan provides for, among other
things, the granting of Incentive Stock Options as defined under the Internal Revenue Code. Under the Plan, grants of incentive
stock options may be made to selected officers and employees, 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. On April 9, 2015, 310,000 options
were granted with an exercise price of $3.84 per share, which was the fair market value of the Company’s stock at the grant
date. On April 7, 2016, 30,000 options were granted with an exercise price of $5.40 per share, which was the fair market value
of the Company’s stock at the grant date. During the year ended June 3, 2016, 30,000 options were forfeited. The options
granted vest over a period of 1 to 2 years from the date of grant with accelerated vesting provisions if there is a change in control.
Compensation expense is being recognized for the options over the vesting schedule. Total compensation expense for the year June
3, 2016 was $253,011 as compared to $55,019 for the year ended May 29, 2015. As of June 3, 2016 there was $63,570 in unrecognized
compensation expense related to outstanding stock options that will be recognized during the ten-months. The unrecognized compensation
expense as of May 29, 2015, was $304,581.



34







GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- CONTINUED

For the Fiscal Years Ended June 3, 2016
and May 29, 2015



NOTE 11 – LONG-TERM INCENTIVE
PLANS - CONTINUED



At June 3, 2016, 310,000 options were granted
and outstanding. The following is a summary of the transactions for the years ended June 3, 2016 and May 29, 2015:



|                                |  |        |         |   | 2016     |   |      |        |  |  | 2015     | 
|------------------------------- |  | ------ | ------- | - | -------- | - | ---- | ------ |  |  | -------- | 
|                                |  |        |         |   | Weighted |   |      |        |  |  | Weighted | 
|                                |  |        |         |   | Average  |   |      |        |  |  | Average  | 
|                                |  |        |         |   | Exercise |   |      |        |  |  | Exercise | 
|                                |  | Shares |         |   | Price    |   |      | Shares |  |  | Price    | 
|Outstanding - beginning of year |  |        | 310,000 |   |          | $ | 3.84 |        |  |  | -        | 
|Granted                         |  |        | 30,000  |   |          |   | 5.40 |        |  |  | 310,000  | 
|Exercised                       |  |        | -       |   |          |   | -    |        |  |  | -        | 
|Forfeited                       |  |        | (30,000 | ) |          |   | 3.84 |        |  |  | -        | 
|Cancelled                       |  |        | -       |   |          |   | -    |        |  |  | -        | 
|                                |  |        |         |   |          |   |      |        |  |  |          | 
|Outstanding - end of year       |  |        | 310,000 |   |          | $ | 3.99 |        |  |  | 310,000  | 



750,000 shares of the Company’s stock
were authorized for issuance under this Plan. 440,000 shares remain under this planfor future issuance. At June 3, 2016,
229,167 options were vested and exercisable. In April 2017, the remaining 80,833 options will be vested and exercisable. See Note
17 for additional information affecting long-term incentive plans.



NOTE 12 – 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 FASB ASC 260, “Earnings per Share”. At May 29, 2015, options on
the 310,000 shares were not included in the computation of diluted earnings per share because the effect of stock options using
treasury stock method was antidilutive.



35







GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- CONTINUED

For the Fiscal Years Ended June 3, 2016
and May 29, 2015



NOTE 12 – NET INCOME PER SHARE
- CONTINUED



The following reconciles the information
used to compute basic and diluted earnings per share for the years ended June 3, 2016 and May 29, 2015:



|                                    |  | 2016 |            |  | 2015 |  
|----------------------------------- |  | ---- | ---------- |  | ---- | -
|Basic EPS:                          |  |      |            |  |      |  
|Net income                          |  | $    | 3,184,803  |  |      | $
|                                    |  |      |            |  |      |  
|Weighted average shares outstanding |  |      | 11,291,757 |  |      |  
|                                    |  |      |            |  |      |  
|Earnings per share - Basic          |  | $    | 0.28       |  |      | $
|                                    |  |      |            |  |      |  
|Diluted EPS:                        |  |      |            |  |      |  
|Weighted average shares outstanding |  |      | 11,307,497 |  |      |  
|                                    |  |      |            |  |      |  
|Earnings per share - Diluted        |  | $    | 0.28       |  |      | $



NOTE 13 – DISCLOSURES ABOUT FAIR
VALUE OF FINANCIAL INSTRUMENTS



The FASB ASC 825 “Financial Instruments”
excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. The following summarizes
information regarding the methods and assumptions used by the Company in estimating its fair value for financial instruments.



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 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.



The fair value of outstanding debt, including
current maturities, was approximately $6,153,000 and $6,967,000 for June 3, 2016 and May 29, 2015, respectively. The Level 2 fair
value estimates were based on similar debt with the same maturities, Company credit rating and interest rates.



36







GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- CONTINUED

For the Fiscal Years Ended June 3, 2016
and May 29, 2015



NOTE 14– COMMITMENTS AND CONTINGENCIES



Rental expense was $528,434 in 2016 and
$725,947 in 2015.



The Company leases certain facilities and
equipment classified as operating leases. The Company has also entered into agreements with suppliers for the purchase of certain
ingredients and packaging materials used in the production process. These agreements are entered into in the normal course of business
and consist of agreements to purchase a certain quantity over a certain period of time. These purchase commitments range in length
from three to twelve months. Future purchase commitments and operating lease obligations at June 3, 2016 were as follows:



|                              |  | 2017 |           |  | 2018 |   |           | 2019 |  |   | 2020      |  |  | 2021 |           |  | Thereafter |  
|----------------------------- |  | ---- | --------- |  | ---- | - | --------- | ---- |  | - | --------- |  |  | ---- | --------- |  | ---------- | -
|Purchase commitments          |  | $    | 8,223,235 |  |      | $ | -         |      |  | $ | -         |  |  | $    | -         |  |            | $
|Operating lease obligations   |  |      | 647,289   |  |      |   | 641,685   |      |  |   | 516,694   |  |  |      | 327,778   |  |            |  
|Debt obligations              |  |      | 837,225   |  |      |   | 864,402   |      |  |   | 892,464   |  |  |      | 702,484   |  |            |  
|Capital lease obligations     |  |      | 56,203    |  |      |   | 59,526    |      |  |   | 31,009    |  |  |      | 30,830    |  |            |  
|Total contractual obligations |  | $    | 9,763,952 |  |      | $ | 1,565,613 |      |  | $ | 1,440,167 |  |  | $    | 1,061,092 |  |            | $



The Company has a letter of credit in the
amount of $1,925,000 outstanding at June 3, 2016 and $1,850,000 at May 29, 2015. The letter of credit supports the Company’s
commercial self-insurance program. The Company pays an annual commitment fee of 0.72% to maintain the letters of credit.



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.



NOTE 15 - 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. Total sales attributed to our largest retail customer, through both
Company owned and independent distributor routes, accounted for approximately 12% and 11% of our total sales attributed to all
retail customers for the years ended June 3, 2016 and May 29, 2015, respectively.



37







GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
– CONTINUED

For the Fiscal Years Ended June 3, 2016
and May 29, 2015



NOTE 16– SUPPLEMENTARY STATEMENT
OF INCOME INFORMATION



The following tabulation gives certain
supplementary statement of income information for the years ended June 3, 2016 and May 29, 2015:



|                        |  | 2016 |           |  | 2015 |  
|----------------------- |  | ---- | --------- |  | ---- | -
|Maintenance and repairs |  | $    | 7,253,211 |  |      | $
|Depreciation            |  |      | 3,876,111 |  |      |  
|Payroll taxes           |  |      | 2,214,613 |  |      |  



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.



NOTE 17– SUBSEQUENT EVENTS

In July of 2016, the Company amended the
salary continuation plan for one key officer to remove the annual consumer price index adjustment factor effective as of the inception
of the agreement. See Note 10 for further information about the salary continuation plan.



Golden Enterprises, Inc. and Utz Quality
Foods, Inc. of Hanover, PA (“Utz”) announced that they entered into a definitive merger agreement (“Merger Agreement”)
on July 18, 2016, pursuant to which Utz will acquire the Company and Company stockholders will receive $12.00 per share in cash.



On July 20, 2016, Golden Enterprises, Inc.
executed Retention Bonus Agreements with Mark W. McCutcheon, Chief Executive Officer, Paul R. Bates, Executive Vice President,
David A. Jones, Executive Vice President and Patty R. Townsend, Chief Financial Officer (the “Key Employees” or singularly,
“Key Employee”). Upon the terms and subject to the conditions set forth in the Retention Bonus Agreements, Key Employees
are paid to remain in the employment of the Company or its wholly-owned subsidiary, after the Company merges with a wholly-owned
subsidiary of Utz. Payment of the retention bonus is contingent on satisfaction of certain conditions and will be made at the end
of the “Retention Period” which is one year after the Merger. The amount of payment is 75% of their base salary as
of July 18, 2016.



Pursuant to the Merger Agreement, the Company
agreed to terminate each incentive stock option (“Stock Option”) outstanding prior to the effective time of the Merger
(the “Option Cancellation Agreement”). The Option Cancellation Agreement will provide that each holder of a Stock Option
shall be entitled to receive, in consideration of the cancellation of such options held by such Stock Option Holder, subject to
the consummation of the Merger, a cash payment per share equal to the product of (x) the aggregate number of shares of Company
Common Stock subject to such Company Stock Option, whether or not the Stock Option is currently exercisable, multiplied by (y)
the excess, if any, of the Merger Consideration, as defined in the Merger Agreement, over the per share exercise price of the Company
Stock Options, less any taxes required to be withheld in accordance with the Merger Agreement.



Also, Golden Enterprises entered into Option
Cancellation Agreements with each of the Key Employees. As a result of entering into the Option Cancellation Agreements, at the
time of the Merger each Key Employee will be entitled to receive the amount determined by the formula set forth above. The Company
will recognize the remaining incentive compensation expense at the time of the Merger. See Note 11 for further information about
the incentive plan.



38







ITEM 9.–CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE



Not Applicable.



ITEM 9A. – CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



Our company’s management, under the supervision
of and with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure
controls and procedures as of June 3, 2016. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), means controls and other procedures of
a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and
Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange
Act is accumulated and communicated to the company’s management, including its principal executive and principal financial
officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily
applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of
our disclosure controls and procedures as of June 3, 2016, our chief executive officer and chief financial officer concluded that,
as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.



Management’s Assessment on Internal Control over Financial
Reporting



The management of the company is responsible
for establishing and maintaining adequate internal control over financial reporting for the company. Internal control over financial
reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the
supervision of, the company’s principal executive and principal financial officers and effected by the company’s board
of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:



•   Pertain to the maintenance
of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;



•   Provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and



•   Provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets
that could have a material effect on the financial statements.



39







Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.



The company’s management assessed the
effectiveness of the company’s internal control over financial reporting as of June 3, 2016. In making this assessment, the
company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in its Internal Control-Integrated Framework (2013).



Based on management’s assessment, it
concluded that, as of June 3, 2016, the company’s internal control over financial reporting was effective based on those
criteria set forth.



This annual report does not include an attestation
report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s
report was not subject to attestation by the company’s independent registered public accounting firm pursuant to rules of
the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.



Changes in Internal Control over Financial Reporting



No change in
our internal controls over financial reporting occurred during the fiscal quarter ended June 3, 2016 that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.



ITEM 9B. – OTHER INFORMATION



Not Applicable.



PART III



ITEM 10. – DIRECTORS AND EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE



DIRECTORS



The following table shows
the names of the persons currently serving as directors (“Director” or “Directors”), their respective ages
as of July 25, 2016, the Director’s principal occupation, business experience, other directorships held by such Directors,
qualifications and skills and the period during which such persons have served as directors of the Company.





|                       |  | Principal Occupation                                                                                                                                                                                                                                                                                                                                                            |  |         
|---------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------
|                       |  | Business Experiences                                                                                                                                                                                                                                                                                                                                                            |  | Director
|Name and Age           |  | and Other Directorships                                                                                                                                                                                                                                                                                                                                                         |  | Since   
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                 |  |         
|Joann F. Bashinsky, 84 |  | Mrs. Bashinsky is Chairman and CEO of SYB, Inc., an investment holding company, which is a principal owner of the Company. Mrs. Bashinsky served as Vice President of SYB, Inc. from 1981 until August 8, 2005, at which time she was elected Chairman and CEO.  Mrs. Bashinsky also serves as Chairman and CEO of Bashinsky Foundation, Inc., a private charitable foundation. |  | 1996    



40







|                       |  | The Company benefits from Mrs. Bashinsky's knowledge of and long service to the Company, her service as a Director of Golden Flake Snack Foods, Inc. (“Golden Flake”), a wholly-owned subsidiary of the Company, along with the important knowledge she possesses of the Company's operations and history.                                                                                                                                                                                                                                                                                                                                                                                                                           |  |     
|---------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |     
|Paul R. Bates, 62      |  | Mr. Bates has served as Executive Vice President
        of Sales and Marketing for Golden Flake since 1998. He joined Golden Flake in 1979 as a route salesperson in Birmingham. He has
        also been a Divisional Manager in New Orleans, Region Manager in Nashville, Sales Manager, and Vice President of Sales for Golden
        Flake.
        
        Mr. Bates' long and extensive history with
        the Company from route salesman to Executive Vice President of Sales and Marketing and Director of Golden Flake, along with his
        extensive knowledge of sales and marketing in the snack foods industry is of substantial value and benefit to the Company.                                             |  | 2010
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |     
|David A. Jones, 64     |  | Mr. Jones has served as Executive Vice President
        of Operations for Golden Flake since 2002. He joined Golden Flake in 1984 as a Department Manager of Corn and Tortilla Chips. He
        has previously been the plant manager of the Golden Flake Nashville manufacturing facility, plant manager of the Birmingham facility,
        and Vice President of Manufacturing for Golden Flake.
        
        Mr. Jones has an extensive history with the
        Company and the manufacturing of the Company's snack foods. Mr. Jones also serves as a Director of Golden Flake. His knowledge
        of snack food manufacturing requirements/processes and the Company's operations is a great benefit to the Company. |  | 2010
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |     
|Mark W. McCutcheon, 61 |  | Mr. McCutcheon is Chairman of the Board, Chief
        Executive Officer, and President of the Company and President of Golden Flake. He has served as President and Chief Executive Officer
        of the Company since April 4, 2001 and as President of Golden Flake since November 1, 1998. Mr. McCutcheon was elected Chairman
        of the Board on July 22, 2010. He has been employed by Golden Flake since 1980.
        
        The Company benefits from Mr. McCutcheon's
experience with the Company as its President and CEO, President of Golden Flake and his extensive experience in the snack foods
industry, along with Mr. McCutcheon's positive management style and operation of the Company.               |  | 1999



41







|John P. McKleroy, Jr., 72  |  | Mr. McKleroy is an attorney and member of Spain
        & Gillon, L.L.C., and general counsel for the Company. He has practiced law with Spain & Gillon, L.L.C. (and its predecessors)
        since 1968. Mr. McKleroy is also Vice President, Secretary and a Director of SYB, Inc. and Bashinsky Foundation, Inc.
        
        The Company benefits from Mr. McKleroy’s
        experience as an attorney, his long-term representation and knowledge of the Company and Golden Flake and his long service to the
        Company as a Director and as general counsel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | 1976
|-------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |     
|William B. Morton, Jr., 52 |  | Mr. Morton is CEO and President (since 2002)
        of Robins & Morton, a general contracting company based in Birmingham, Alabama with significant capabilities in the latest
        construction technology and project management techniques. He has been with Robins & Morton since 1988. Mr. Morton has worked
        as a Field Engineer, Assistant Superintendent and Project Manager on construction projects throughout the country. Mr. Morton also
        worked in various management positions in Robins & Morton's home office prior to being named its President and assuming day-to-day
        leadership.
        
        Mr. Morton has a business background working
        in a number of different management positions. His financial knowledge and the experience and insight he brings to the Company
        as the CEO and President of a company that operates throughout the United States is a benefit to the Company. Mr. Morton is also
        a director of Oakworth Capital Bank, a privately held financial institution headquartered in Birmingham, Alabama. |  | 2010
|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |     
|J. Wallace Nall, Jr., 76   |  | Mr. Nall is President of Nall Development Corporation
        and a General Partner of Nall Partnership, Ltd. He has held these positions since 1981. Nall Development Corporation is an investment
        holding company and Nall Partnership, Ltd. is a real estate investment and development company.
        
        The Company benefits from Mr. Nall's real estate
        investment and financial experience, along with Mr. Nall's knowledge of the history of the Company, his long service as a Company
        Director and Chairperson of the Compensation Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 1991
|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |     
|Edward R. Pascoe, 79       |  | Mr. Pascoe is retired Chairman of the Board of Steel City Bolt & Screw, Inc. (formerly Coosa Acquisition, Inc.) which, in 1995, acquired the bolt and special fastener business owned by the Company. He served as President of Steel City Bolt & Screw, Inc. and Nall & Associates, Inc., which were wholly-owned subsidiaries of the Company, from 1972 and 1973, respectively, until 1995.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | 1971



42







|                       |  | Mr. Pascoe has significant experience as a Director of the Company and Golden Flake and the Company benefits from this experience, his experience as President of former subsidiaries of the Company and Mr. Pascoe's service on the Audit Committee for twelve years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |     
|---------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |     
|F. Wayne Pate, 81      |  | Mr. Pate retired as President of the Company
        on May 31, 2000. He served as President of the Company from November 1, 1998 until retirement. He also served as President of Golden
        Flake from September 20, 1991, to November 1, 1998.
        
        Mr. Pate's knowledge of the Company which he
        acquired as past President of the Company and Golden Flake, his over forty years of service as an employee and/or Director of Golden
        Flake Snack Foods, Inc. and his overall knowledge of the snack food industry are of a great benefit to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | 1992
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |     
|John S. P. Samford, 66 |  | Mr. Samford is President and sole owner of
        Samford Capital Corporation, an investment holding company which he formed in 1989. He also is the vice president and secretary
        and member of the Board of Directors of the Ford Plantation Club, a private residential and sporting development near Savannah,
        Georgia.
        
        Mr. Samford's qualifications and skills
include his knowledge and experience with investments, his knowledge and ability to review financial information of public companies,
his long service to the Company as a Director and his service on the Audit Committee since 1989.                                                                                                                                                                                                                                                                                                                                                                                            |  | 1984
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |     
|John S. Stein III, 51  |  | Mr. Stein is a co-founder and principal (since
        2001) of Fidelis Capital, an SEC registered investment advisor based in Birmingham, Alabama. From 2001 to 2009, Mr. Stein served
        as CEO of IntraMicron, Inc., a technology research, development and deployment company, and continues to serve as Chairman of the
        Board. Mr. Stein is also Chairman of the Board of Raycom Media, Inc. (television broadcasting) and a board member of SiO2 Medical
        Products, Inc. (a company developing novel parenteral containers for the pharmaceutical industries). From 2009 to 2011, Mr. Stein
        served as Chairman and CEO of National Alabama Corporation, a company organized to manufacture railcars in northwest Alabama.
        
        Mr. Stein has an extensive business
and financial background, along with experience in the investment banking industry, expertise and insight as a CEO and director
of other companies, current directorship experience and his knowledge of the Company. |  | 2010



43







The Directors are named
above comprise the entire membership of the Board, each to hold office until the next Annual Meeting of Stockholders, or until
a successor has been elected and qualified or any earlier resignation or removal. All Directors currently serving on the Board
have been nominated to and consented to continue to serve on the Board if elected at the next Annual Meeting of stockholders, if
one is ever held.



The Board has established
certain attributes that it seeks in identifying candidates/nominees for Director. In particular, the Board desires individuals
who have very high integrity, business and financial experience and deep, genuine interests in the Company. In considering candidates
for Director, the Board considers the entirety of each candidate's credentials in the context of these attributes. In the judgment
of the Company's Board as a whole, each of the Directors possess such attributes.



Board of Directors, Duties and Committees



Directors are expected
to devote sufficient time to carrying out their duties and responsibilities effectively. The Board of Directors meets regularly
four times each fiscal year to review matters affecting the Company and to act on matters requiring the Board’s approval.
It also holds special meetings whenever circumstances require and may act by unanimous written consent without a meeting.



Mark W. McCutcheon serves
as the Chairman of the Board. The Board of Directors met five times during the fiscal year ended June 3, 2016, four of which were
regularly scheduled meetings with one special meeting. In the last fiscal year, the Independent Directors met twice in executive
sessions. All Directors attended 100% of the meetings of the Board and with the exception of one Director, the meetings of the
committees on which they served during the fiscal year ended June 3, 2016. One director missed one of the eight Special Committee
meetings. The Board has a policy expecting Director attendance at all Board and committee meetings and the Company’s annual
meeting of stockholders.



The Company’s Board
has established an Audit Committee, Compensation Committee, Stock Option Committee and Special Committee. The Charter for the Audit
Committee is available from the Company is posted on the Company’s website at www.goldenflake.com and is attached
as Schedule 1. The Compensation Committee has no Charter, but its duties and responsibilities are set forth in corporate minutes
adopted by the Board. The Stock Option Committee has no charter, but its duties and responsibilities are set forth in the 2014
Plan. The Special Committee has no charter, but its duties and responsibilities are set forth in corporate minutes adopted by the
Board. In addition, the Board may from time to time establish special purpose committees. There was one special purpose committee
(the Special Committee) existing in the last fiscal year.



Board Leadership Structure and Risk Oversight



The business and affairs
of the Company are managed under the direction of the Board of Directors. The Board of Directors is led by the Chairman of the
Board. This role is currently occupied by Mark W. McCutcheon, who also serves as Chief Executive Officer. The Board of Directors
has determined that having Mr. McCutcheon serve as both the Chief Executive Officer and the Chairman of the Board is in the best
interest of the Company and its stockholders. The Board believes that this combination is appropriate because, in its opinion,
the overseeing of Board functions is integrally related to the Chief Executive Officer's responsibility of day-to-day management
of a Company this size and, that due to Mr. McCutcheon's abilities, he is also the best person to handle both duties. The Board
of Directors does not however have a formal policy regarding the separation of the roles of Chief Executive Officer and Chairman
of the Board as the Board of Directors believes it is in the best interests of the Company to make the determination regarding
how to fulfill these functions based on the position and direction of the Company and the qualifications of the CEO and Board members.
A lead independent director has not been designated because the Board does not believe it is warranted for a company of our size
and complexity.



44







The Board of Directors
as a whole establishes the Company’s overall policies and standards, reviews the performance of management and considers
overall risk regarding operations and goals and how those risks are being managed. The Board believes that effective risk management
and control processes are critical to the Company's ability to manage the challenges that the Company faces. Management is responsible
for implementing the Company's risk assessment and management functions and for reporting to the Board on its processes and assessments
with respect to the management of risk. The Board, in turn, is responsible for overseeing management's risk functions. The Audit
Committee monitors the processes by which management assesses and manages risk. Management meets with, or provides reports to,
the Company's Audit Committee at least once per quarter to review the Company's risk profile and other risk topics. In addition,
the Chief Financial Officer meets at least quarterly with the Audit Committee and the full Board to discuss the Company's financial
risk, results and financial forecasts. The Compensation Committee and the Board as a whole assess the risks that the Company's
overall compensation goals and objectives, as well as any compensation or other programs that are reasonably likely to create a
material risk to the Company.



Executive Officers of Registrant

And Its Subsidiary



|Name and Age           |  | Position and Offices with Management                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Mark W. McCutcheon, 61 |  | Mr. McCutcheon is Chairman of the Board, Chief Executive Officer and President of the Company and President of Golden Flake.  He was elected Chairman of the Board on July 22, 2010, 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 or the Company since 1980.  Mr. McCutcheon is elected to his positions on an annual basis and his present terms of office will expire on June 2, 2017.
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Patty Townsend, 58     |  | Ms. Townsend is Chief Financial Officer, Vice President and Secretary of the Company. She was elected Chief Financial Officer, Vice-President and Secretary of the Company on March 1, 2004.  She has been employed with the Company since 1988.  Ms. Townsend is elected to her positions on an annual basis, and her present terms of office will expire on June 2, 2017.                                                                                                                               
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Paul R. Bates, 62      |  | 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 terms of office will expire on June 2, 2017.                                                                                           
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|David A. Jones, 64     |  | 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 terms of office will expire on June 2, 2017.                                         



45







CORPORATE GOVERNANCE



Controlled Company



The Company is deemed a
"Controlled Company" within the meaning of Listing Rule 5615 of the Corporate Governance Standards of the NASDAQ Stock
Market, Inc. ("NASDAQ") on which the Company's shares are traded because 55.9% of the Company's stock is owned (directly
or indirectly) and/or voted by the control group (as hereinafter described in "Voting Control"). Controlled companies
are exempt from a number of NASDAQ corporate governance standards, including the requirement to have a majority of independent
directors and the requirement to have director nominees selected by a nominating committee comprised of independent directors.
Controlled companies are also exempt from the requirement to have the compensation of the company's officers determined by a compensation
committee comprised of a majority of independent directors.



Corporate Governance Documents



Certain documents relating
to corporate governance matters are available on the Company website at www.goldenflake.com. These corporate governance
documents include, among others, the following:



| | · | Charter for the Audit Committee of the Board;
| | - | ---------------------------------------------

| | · | Code of Business Conduct and Ethics;
| | - | ------------------------------------

| | · | Complaint Procedures for Accounting and Accounting Matters;
and
| | - | ---------------------------------------------------------------

| | · | Disclosure Controls and Procedures.
| | - | -----------------------------------



Stockholders may also
obtain a copy of these documents free of charge by contacting Patty Townsend, Chief Financial Officer, by email at ptownsend@goldenflake.comor by telephone at (205) 323-6161.



The Charter for the Audit
Committee is attached hereto as Schedule 1.



Committees of the Board of Directors



The Board of Directors
has a Compensation Committee, Stock Option Committee, an Audit Committee and a Special Committee. The Board of Directors, as a
Controlled Company, is not required to and has no standing Nominating Committee.



The
Compensation Committee reviews the performance of the Executive Officers of the Company and
the top executive officer of Golden Flake and recommends to the Board of Directors of the
Company the appropriate compensation level and compensation and benefit programs of such officers. The Board as a whole sets officer
compensation. The Compensation Committee consists of John S.P. Samford, J. Wallace Nall, Jr., Joann F. Bashinsky and F. Wayne Pate.
The Compensation Committee met once during fiscal year 2016. Since the Company qualifies under NASDAQ Listing/Corporate Governance
Rules as a Controlled Company, the Compensation Committee is not required to meet the independence requirements of the listing
standards of NASDAQ and the non-employee director definition of Rule 16b-3 promulgated under Section 16 of the Exchange Act.



46







The Stock Option Committee
administers the 2014 Long Term Incentive Plan (the “2014 Plan”) and grants officers and key employees awards under
the 2014 Plan. The Stock Option Committee consists of Joann F. Bashinsky, J. Wallace Nall, John S.P. Samford and F. Wayne Pate.
The Stock Option Committee met once during fiscal year 2016. Since the Company qualifies under NASDAQ Listing/Corporate Governance
Rules as a Controlled Company, the Stock Option Committee is not required to meet the independence requirements of the listing
standards of NASDAQ and the non-employee director definition of Rule 16b-3 promulgated under Section 16 of the Exchange Act.



The Audit Committee reviews
the results of the annual audit and quarterly financial statements, selects and engages the independent accountants, assesses the
adequacy of the Company’s procedures in connection with financial controls and receives and considers the independent accountants’
comments as to internal controls. The Audit Committee met separately as a committee four times during fiscal year 2016. The Audit
Committee meets with management to review each of the Company’s quarterly and annual financial statements filed on Form 10-Q
and Form 10-K, prior to the filing of those reports with the SEC. The Audit Committee’s functions include the engagement
of the Company’s independent registered public accounting firm, review of the results of the audit engagement and the Company’s
financial results, review of the Company’s financial statements by the independent registered public accounting firm and
their opinion thereon, review of auditors’ independence, review of the effectiveness of the Company’s internal controls
and similar functions and approval of all auditing and non-auditing service performed by the independent registered public accounting
firm for the Company. The Audit Committee acts pursuant to a written charter, which is reviewed annually by the Board of Directors.



John S.P. Samford, Chairman,
Edward R. Pascoe, William B. Morton, Jr. and John S. Stein, III constitute the Audit Committee of the Board of Directors. The Board
of Directors has determined that all of the members of this committee qualify as independent directors under the current Listing
Rules and requirements of NASDAQ and the SEC. The Board of Directors has further determined that all of the members of this committee
qualify as an “audit committee financial expert” under the rules and regulations of the SEC. The Audit Committee met
four times during fiscal year 2016. See “REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS”.



On November 17, 2015, the
Board of Directors established a special committee of the Board (the “Special Committee”) to review, evaluate, negotiate
and make recommendations to the Board concerning possible transactions concerning the strategic business relations with or acquisition
of the Company by third party entities. The Special Committee consists of John S.P. Samford, Edward R. Pascoe, William B. Morton,
Jr. and John S. Stein, III, all of the Board’s Independent Directors. The Special Committee met eight times during the 2016
fiscal year.



Meetings of the Board of Directors and
Committees



During the fiscal year
ended June 3, 2016, there were four regular meetings and one special meeting of the Board of Directors. The Compensation Committee
met once, the Stock Option Committee met once, the Audit Committee met four times and the Special Committee met eight times during
the fiscal year 2016. All Directors attended all of the meetings of the Board and the Committees on which they served except for
one Board member who missed one Special Committee meeting. All Directors attended at least 90% of the meetings of the Board of
Directors and the Committees.



Board Member Attendance at Annual Meetings



It is the policy of Golden
Enterprises that each member of the Board shall make a reasonable effort to attend all meetings of the Board, applicable committee
meetings and the Company’s annual meeting of shareholders. All Directors attended the Annual Stockholders Meeting held last
year.



47







Nomination of Directors



During the fiscal year
ended June 3, 2016, the Company did not have a standing nominating committee. The NASDAQ rules do not require the Company to have
a nominating committee since the Company was a “Controlled Company” pursuant to NASDAQ Listing Rule 5615.



The Board believes that
it is not necessary to have a separate nominating committee in view of the size of the Company, and the fact that the Company is
a “Controlled Company”. Nominees for election as a director are determined by the entire Board. The Company believes
that the Board is able to fully consider and select appropriate nominees for election to the Board without delegating that responsibility
to a committee or adopting formal procedures. Candidates have traditionally been recommended to the Board by one or more of the
other Directors, and there is no formal process for identifying or evaluating new Director nominees. Candidates recommended by
shareholders will be evaluated in the same manner as candidates recommended by Directors. In nominating Directors, the Board will
consider all relevant qualifications, as well as the needs of the Company and compliance with NASDAQ listing standards and SEC
rules.



The Company entered into
an agreement dated October 30, 2015 in which it agreed with White Winston Select Asset Fund GF-14, LLC that upon White Winston
obtaining 8% ownership of the issued and outstanding stock of the Company the Board of Directors would be increased by one member
and, subject to conditions of the agreement, White Winston would nominate such director. White Winston, as of July 25, 2016, owned
less than 1% of the Company’s issued and outstanding stock.



A shareholder who would
like to recommend a candidate for Director should send a letter to Golden Enterprises, Inc., attention of the Secretary, at One
Golden Flake Drive, Birmingham, Alabama 35205. The mailing envelope must contain a clear notation indicating that the enclosed
letter is a "Director Nominee Recommendation." The letter must identify the author as a shareholder and provide a brief
summary of the candidate's qualifications, as well as contact information for both the candidate and the shareholder. Candidates
should have relevant business and financial experience, and they must be able to read and understand fundamental financial statements.
All Candidates who have been recommended will be considered by the Board for nomination. Candidates who have been nominated by
the Board must evidence their willingness to serve as a Director.



Communications with the Board



Shareholders interested
in communicating directly with the Board of Directors may do so by writing the Secretary of the Company, at the following address:



Board of Directors of Golden
Enterprises, Inc.

C/O Corporate Secretary

One Golden Flake Drive

Birmingham, Alabama 35205



All such letters must identify
the author as a shareholder. The Secretary of Golden Enterprises, Inc. will review all such communications and forward all appropriate
communications to the Board.



Policies and Practices



The Company’s policies
and practices reflect corporate governance standards that comply with the listing requirements of NASDAQ and the corporate governance
requirements of the Sarbanes-Oxley Act of 2002, including the following:



| | · | All members of the Audit Committee are independent;
| | - | ---------------------------------------------------



48







| | · | The Charter of the Audit Committee establishes the Committee’s duties and responsibilities;
| | - | -------------------------------------------------------------------------------------------



| | · | The independent members of the Company’s Board of Directors meet regularly (“executive
sessions”) without the presence of management;
| | - | -------------------------------------------------------------------------------------------------------------------------------------



| | · | The Company has a policy for attendance of Board members at both regular Board and committee meetings
and shareholder meetings;
| | - | -------------------------------------------------------------------------------------------------------------------------------



| | · | The Company has adopted a Code of Conduct and Ethics;
| | - | -----------------------------------------------------



| | · | The Company has adopted Disclosure Controls and Procedures which establishes a committee for regular
evaluation of internal company disclosure control and procedures;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The Company has procedures in place for the anonymous submission to the Audit Committee of employee
and third party complaints on accounting, internal accounting controls or auditing matters;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The Company has policies and procedures for stockholders to communicate directly with the Board
of Directors; and
| | - | -----------------------------------------------------------------------------------------------------------------



| | · | The Audit Committee must review, approve and/or ratify all related party transactions.
| | - | --------------------------------------------------------------------------------------



Indemnification Arrangements



The Company’s Certificate
of Incorporation provides that the Company indemnify and hold harmless each of its directors and officers to the fullest extent
authorized by the Delaware General Corporation Law, against all expense, liability and loss (including attorney’s fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection with services rendered by such directors or officers to or on behalf of the Company.



The Certificate of Incorporation
also provides that a director will not be personally liable to the Company or its stockholders for monetary damages for breach
of the fiduciary duty of care as a director. This provision does not eliminate or limit the liability of a director:



| | · | for breach of his or her duty of loyalty to the Company or to the stockholders;
| | - | -------------------------------------------------------------------------------

| | · | for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation
of law;
| | - | --------------------------------------------------------------------------------------------------------------

| | · | under Section 174 of the Delaware General Corporation Law (relating to unlawful payments of dividends
or unlawful stock repurchases or redemptions); or
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | for any improper benefit.
| | - | -------------------------



The Company has executed
with each Director a written Indemnification Agreement which includes the items set forth above.



The Company maintains Officer
and Director's Insurance to protect and benefit the Company and Directors.



49







Notwithstanding the Indemnification
arrangements stated above, indemnification for certain liabilities under the Federal Securities Acts may be deemed by the SEC as
against public policy and unenforceable.



Section 16A Beneficial Ownership Reporting
Compliance



Section 16(a) of the Exchange Act, as amended,
requires the Company’s officers and directors and persons who own more than 10% of the Company’s outstanding Common
Stock to file reports of ownership with the Securities and Exchange Commission (“SEC”). All officers and directors,
who were required to file, timely filed required Form 4 and 5 reports.





Audit Committee



Of the eleven Directors
currently serving, the Board has determined that Edward R. Pascoe, John S.P. Samford, William B. Morton, Jr. and John S. Stein,
III are “Independent Directors” as defined in the rules of the NASDAQ Stock Market, Inc. (NASDAQ) Listing Rules and
the SEC. As a Controlled Company, as previously discussed, the Company is exempt from certain independence requirements of the
NASDAQ rules, including the requirement to maintain a majority of Independent Directors on the Board of Directors, an Independent
Compensation Committee or a Standing Nominating/Corporate Governance Committee or committees performing similar function.



All members of the Audit
Committee must be Independent Directors as defined by NASDAQ Policies and Practices and the SEC. The Company’s four Independent
Directors serve on the Audit Committee, with Mr. Samford serving as Chairman. All audit committee members have been designated
by the Board as “financial experts.”



The Audit Committee selects
and engages the Company’s Independent Auditors, reviews financial statements prepared by management and audited by the Independent
Auditors and performs such additional functions as are necessary or prudent to fulfill the Committee’s duties and responsibilities
under the Charter of the Audit Committee. The Audit Committee is required by its policy to pre-approve all services to be rendered
by the Company’s Independent Auditors prior to performance of such services. Pre-approval of services may be done in one
of two ways, specific pre-approval or general pre-approval. With the use of specific pre-approval, the Audit Committee must specifically
pre-approve the services that are to be rendered by the Independent Auditors prior to their engagement to render such services.
The Audit Committee has elected to implement the specific pre-approved policy and procedure. As a result, all services provided
by the Independent Auditors must be specifically pre-approved by the Audit Committee.



The Audit Committee reports
recommendations and findings to the full Board of Directors. The Audit Committee also reviews with the Independent Auditors, the
Company’s Chief Financial Officer and the Company’s General Counsel the results of the Independent Auditors’
Annual Report on the Company’s financial statements and approves the inclusion in the Company’s Annual Report.



The Audit Committee Charter
is reviewed and reassessed each year for its adequacy. The Independent Auditors met four times during the year ended June 3, 2016.



50







ITEM 11.–EXECUTIVE COMPENSATION



EXECUTIVE COMPENSATION



The Objectives of the Executive Compensation
Program



The Compensation Committee
is responsible for establishing and administering the Company’s policies governing the compensation for the Executive Officers.
All actions of the Compensation Committee must be approved by the Board of Directors. Because the Company qualifies as a Controlled
Company pursuant to the exception of NASDAQ Listing Rule 5615, the Compensation Committee is composed of both independent and non-independent
directors. See “Corporate Governance-Committees of the Board of Directors” above.



The purpose of the Company’s
executive compensation program is to attract, retain and motivate qualified executives to manage the business so as to maximize
profits and stockholder value. No outside consultants have been used to evaluate or determine compensation. Executive compensation
in the aggregate is made up principally of the executive’s annual base salary, a bonus based upon operating earnings and
Company perquisites or benefits. The Compensation Committee annually considers and makes recommendations to the Board as to executive
compensation including changes in base salary and cash incentive bonuses. Stock options and awards of stock were granted by the
Stock Option Committee during the year ended June 3, 2016 under the 2014 Plan but none to executive officers.



Consistent with the above-noted
purpose of the executive compensation program, in recommending the aggregate annual compensation of executive officers, the Compensation
Committee considers the individual contribution and performance of the executive, the Company’s overall performance and the
total return to stockholders. The Company’s executive compensation program focuses on strategic plans, corporate performance
measures, and specific corporate goals. The corporate performance measures which the Compensation Committee considers include sales,
earnings, return on equity and comparisons of sales and earnings with prior years.



The Compensation Committee
does not rely on any fixed formulae or specific numerical criteria in determining an executive’s aggregate compensation.
It considers corporate and personal performance criteria and the economic environment, changes in the cost of living, competitive
compensation levels and the recommendations of management. The Compensation Committee exercises business judgment based on all
of these criteria and the purposes of the executive compensation program.



Base Salary



The Board of Directors,
upon recommendation of the Compensation Committee sets base salaries for the Company's executive officers at levels which the Company
believes are fair and reasonable based on the scope of the executive officer's individual responsibilities, taking into account
competitive market compensation paid by other companies for similar positions. With our named executive officers, we set base salaries
based on level of responsibility, span of control and experience. Base salaries are reviewed annually, as well as at the time of
hire, promotion or changes in responsibility. Base salaries may also be adjusted from time to time to realign salaries with market
levels. Base salary changes may also impact bonus amounts and actual bonus payouts.



Discretionary Performance-Based Bonus



The Board of Directors,
upon recommendation of the Compensation Committee, has the authority to award performance-based bonuses to our executive officers
payable in cash. The Board of Directors, upon recommendation of the Compensation Committee, has utilized a formula adopted at the
beginning of the year for determining bonuses, which is based on performance of the Company during the fiscal year. There is no
requirement that the Board continue using this formula for the payment of bonuses.



51







Performance Measurement



Annual, performance-based
awards are intended to compensate executive officers for achieving Company-wide financial goals and objectives. These objectives
relate to general profitability factors.



Generally, performance
bonuses are accrued on a quarterly basis with seventy-five percent (75%) of the accrued amount paid after the end of the each of
the first three quarters with the remainder of the final accrued amount paid after the end of the fiscal year when audited annual
financial statements are received. All bonuses are subject to “claw-back” provisions in the event of certain actions
of the officers.



The formula used for bonuses
focuses on net operating profits (excluding certain extraordinary items) of the Company which exceed a required equity return on
investments to determine the amount of bonuses. The bonuses provide for a percentage bonus on net profits up to a set net profit
amount (excluding extraordinary items) and a different, smaller percentage bonus on net profits in excess of the set net profit
amount (excluding extraordinary items).



Incentive Benefits



2014 Long Term Incentive
Plan



On September 18, 2014,
the Company's shareholders approved the 2014 Plan. The purpose of the 2014 Plan is to further the growth in earnings and market
appreciation of the Company by providing long term incentives to those officers and key employees of the Company or its subsidiaries
who make substantial contributions to the Company through their ability, loyalty, industry and invention.



The 2014 Plan is administered
by the Stock Option Committee of the Board of Directors.



The 2014 Plan authorizes
the Stock Option Committee to grant to officers and key employees in the 2014 Plan (i) stock options (which may be non-qualified
options or incentive stock options for tax purposes), (ii) stock appreciation rights ("SARs") (which may be issued in
tandem with stock options), (iii) restricted stock awards, (iv) performance units (which may be in stock, cash or a combination
thereof), and (v) supplemental cash payments. Persons eligible to participate in the 2014 Plan shall be those officers and key
employees of the Company and its subsidiary who are in positions in which their decisions, actions and counsel significantly impact
the performance of the Company or its subsidiaries. Participants are chosen from this group by the Stock Option Committee.



Shares Reserved for
Issuance. The aggregate number of shares of the Company's common stock which may be issued under the 2014 Plan may not exceed
750,000. Shares subject to options granted under the 2014 Plan which expire unexercised, or shares subject to awards which are
otherwise forfeited or canceled, will not count against this limit.



Stock Options. The
Stock Option Committee is authorized to determine the terms and conditions of all stock option grants, subject to certain specific
limitations as set forth in the 2014 Plan. In general, incentive and nonqualified stock options may be granted, the term of an
option may not be longer than ten (10) years, and any stock option shall be subject to certain restrictions on transferability.
Payment of the stock option price may be in cash, check or other instrument acceptable to the Stock Option Committee, or, in the
discretion of the Stock Option Committee, in the form of unrestricted common stock of the Company owned by the optionee.



52







Stock Appreciation Rights.
The Stock Option Committee is authorized to grant SARs either independent of or in connection with stock options granted under
the 2014 Plan. The exercise of SARs will entitle the holder thereof to an amount (the "appreciation") equal to the difference
between the fair market value of the common stock on the date the SAR was issued (or, in the case of SARs issued in connection
with options, the exercise price under the related option agreement) and the fair market value of a share of common stock of the
Company on the date the SAR is exercised. The appreciation will be payable in cash or common stock of the Company at the discretion
of the Stock Option Committee. The exercise of SARs granted in connection with options will terminate those options.



The exercise of SARs which
are paid in common stock will be treated as the issuance of the shares of common stock to which the SARs relate for purposes of
calculating the maximum number of shares which have been issued under the 2014 Plan.



Restricted Stock.
The Stock Option Committee is authorized to award restricted stock under the 2014 Plan subject to such terms and conditions as
the Stock Option Committee may determine. The Stock Option Committee will have authority to determine the number of shares of restricted
stock to be awarded, the price, if any, to be paid by the recipient of the restricted stock, and the date on which the restricted
stock will vest. The vesting of restricted stock may be conditioned upon the completion of a specified period of service with the
Company, upon the attainment of specified performance goals, or upon such other criteria as the Stock Option Committee may determine.
The Stock Option Committee has the discretion to make loans to the recipients for the purchase price of the restricted stock and
to accelerate the vesting of the restricted stock on a case by case basis at any time.



Performance Units.
The Stock Option Committee may grant performance units under which payment may be made to the participant upon the attainment of
specific performance goals. Such performance goals will be established by the Stock Option Committee and will relate to the performance
of the Company (or any segment thereof) over a specified performance period, as judged under any business criteria deemed appropriate
by the Stock Option Committee, including, without limitation, growth in earnings, the ratio of earnings to shareholder's equity
or the ratio of earnings to total capital.



The Stock Option Committee
shall determine the extent to which the performance targets have been attained, and what, if any, payment is due the participant
on the performance unit. Such payment may be made, at the Stock Option Committee's discretion, in cash or common stock of the Company
(based on the then current fair market value of such stock).



Supplemental Cash Payments.
A stock option, SAR, restricted stock or performance unit award may provide for the Company to make a supplemental cash payment
to a participant. Payments may be made for the purpose of, but not limited to, assisting the employee in paying income taxes resulting
from an award under the 2014 Plan. In no event shall the amount of cash payment exceed the value of the award to which it relates.



During the fiscal year
ended June 3, 2016, a total of 30,000 incentive stock options were granted to key employees of the Company. Of this amount, none
were granted to executive officers. Thirty thousand incentive stock options previously granted in fiscal year 2015 were forfeited
in fiscal year 2016. More detailed information concerning the stock options is set forth in the following tables.



Perquisites and Benefits



Other than the use of a
Company car, the Company generally does not have programs to provide personal perquisites or executive benefits solely to executive
officers. The exception is that Mr. McCutcheon, as CEO of the Company, is provided a nonqualified salary continuation plan which
is generally payable beginning at retirement, disability or death, Company-provided life insurance and healthcare reimbursement.
Our executive officers are eligible to participate in the same benefit programs as all other employees. These benefits include
the following:



53







| | • | Medical and dental care plans
| | - | -----------------------------

| | • | Flexible Spending Accounts for 	healthcare and dependent
care spending
| | - | ----------------------------------------------------------------------

| | • | Life accidental death and dismemberment and
| | - | -------------------------------------------

| | • | 401(k) plan
| | - | -----------

| | • | disability insurance
| | - | --------------------

| | • | Paid time off
| | - | -------------

| | • | Non Qualified Plan (Benefit and Savings Plan)
| | - | ---------------------------------------------



Consistent with the Company’s
compensation philosophy, the Company intends to maintain its current benefits for its executive officers. However, the Board of
Directors in its discretion may revise, amend, delete or add to the executive officers' benefits if it deems it advisable.



Employment Agreements, Severance Benefits
and Change in Control Provisions



The Company has a non-qualified
Salary Continuation Plan established for the benefit of the Company’s Chief Executive Officer, Mark W. McCutcheon. The Company
entered into this Salary Continuation Plan, on May 15, 2002, as subsequently amended, to ensure the performance of his role in
the Company for an extended period of time. In addition, the Company also considered the critical nature of the position and the
Company’s need to retain him when it committed to establish this plan. The Salary Continuation Plan, as amended, provides
for payments of up to $120,000 per year for 15 years following death or retirement at age 65.  The Company further amended
the Salary Continuation Plan to reduce the amounts payable pursuant to it in the amount necessary to avoid triggering the provisions
of Section 280G of the Internal Revenue Code of 1986, as amended. Payments under the Salary Continuation Plan, subject to certain
exceptions, are contingent upon Mr. McCutcheon remaining employed with the Company until death, disability or retirement from
the Company at or after age 65.  A further amendment to the Salary Continuation Plan provides that these forfeiture provisions
will terminate upon any change of control. In the event of disability prior to retirement, the yearly benefit of $120,000 is reduced
by any payments of social security disability benefits and long term disability benefits which were funded or provided by the
Company.  The Salary Continuation Plan may be amended or terminated by the Company’s Board of Directors, except that
in the event of a change of control in the Company, the Salary Continuation Plan becomes irrevocable.  The Salary Continuation
Plan is funded in part with life insurance on the life of Mr. McCutcheon.



54







Summary Compensation Table



The following table
sets forth certain information with respect to compensation for the fiscal years 2014 and 2015 earned by or paid to the Chief Executive
Officer, Chief Financial Officer and the other most highly compensated Executive Officers whose total compensation exceeded $100,000.



|                                                                                                                  |  |      |      |  |        |   |         |       |  |   |         |  |  |        |   |  |                |   |        | Non-Qualified |  |  |              |  |  |       |  
|----------------------------------------------------------------------------------------------------------------- |  | ---- | ---- |  | ------ | - | ------- | ----- |  | - | ------- |  |  | ------ | - |  | -------------- | - | ------ | ------------- |  |  | ------------ |  |  | ----- | -
|                                                                                                                  |  |      |      |  |        |   |         |       |  |   |         |  |  |        |   |  | Non-Equity     |   |        | Deferred      |  |  |              |  |  |       |  
|                                                                                                                  |  |      |      |  |        |   |         |       |  |   | Stock   |  |  | Option |   |  | Incentive Plan |   |        | Compensation  |  |  | All Other    |  |  |       |  
|                                                                                                                  |  |      |      |  | Salary |   |         | Bonus |  |   | Awards  |  |  | Awards |   |  | Compensation   |   |        | Earning       |  |  | Compensation |  |  | Total |  
|Name and Principal Position                                                                                       |  | Year |      |  | ($)    |   |         | ($)   |  |   | ($)     |  |  | ($)(5) |   |  | ($)            |   |        | ($)           |  |  | ($)(1)       |  |  | ($)   |  
|                                                                                                                  |  |      |      |  |        |   |         |       |  |   |         |  |  |        |   |  |                |   |        |               |  |  |              |  |  |       |  
|Mark W. McCutcheon (a)                                                                                            |  |      | 2016 |  |        | $ | 335,000 |       |  | $ | 111,695 |  |  |        | — |  |                |   | 0      |               |  |  | —            |  |  |       | —
|President and Chief Executive Officer and President of Golden Flake
    Snack Foods, Inc.                         |  |      | 2015 |  |        | $ | 335,000 |       |  | $ | 71,884  |  |  |        | — |  |                | $ | 58,000 |               |  |  | —            |  |  |       | —
|                                                                                                                  |  |      |      |  |        |   |         |       |  |   |         |  |  |        |   |  |                |   |        |               |  |  |              |  |  |       |  
|Paul R. Bates  (b)                                                                                                |  |      | 2016 |  |        | $ | 232,000 |       |  | $ | 41,885  |  |  |        | — |  |                |   | 0      |               |  |  | —            |  |  |       | —
|Executive Vice President of Sales, Marketing and Transportation
    of Golden Flake Snack Foods, Inc.             |  |      | 2015 |  |        | $ | 232,000 |       |  | $ | 26,957  |  |  |        | — |  |                | $ | 40,600 |               |  |  | —            |  |  |       | —
|                                                                                                                  |  |      |      |  |        |   |         |       |  |   |         |  |  |        |   |  |                |   |        |               |  |  |              |  |  |       |  
|David A. Jones  (c)                                                                                               |  |      | 2016 |  |        | $ | 232,000 |       |  | $ | 41,885  |  |  |        | — |  |                |   | 0      |               |  |  | —            |  |  |       | —
|Executive Vice President of Operations, Human Resources and Quality
    Control of Golden Flake Snack Foods, Inc. |  |      | 2015 |  |        | $ | 232,000 |       |  | $ | 26,957  |  |  |        | — |  |                | $ | 40,600 |               |  |  | —            |  |  |       | —
|                                                                                                                  |  |      |      |  |        |   |         |       |  |   |         |  |  |        |   |  |                |   |        |               |  |  |              |  |  |       |  
|Patty Townsend  (d)                                                                                               |  |      | 2016 |  |        | $ | 195,000 |       |  | $ | 41,885  |  |  |        | — |  |                |   | 0      |               |  |  | —            |  |  |       | —
|Chief Financial Officer Vice President and Secretary                                                              |  |      | 2015 |  |        | $ | 195,000 |       |  | $ | 26,957  |  |  |        | — |  |                | $ | 40,600 |               |  |  | —            |  |  |       | —



| | (1) | The compensation represented by the amounts set forth in
the All Other Compensation column is detailed in the following table, except as noted:
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------



2016

|               |  | Company       |       |  | Salary        |   |         | Golden   |  |   |                 |  |  |           |        |  |              |  
|-------------- |  | ------------- | ----- |  | ------------- | - | ------- | -------- |  | - | --------------- |  |  | --------- | ------ |  | ------------ | -
|               |  | Contributions |       |  | Continuation  |   |         | Flake    |  |   |                 |  |  | Company   |        |  | Total        |  
|               |  | to 401(k)     |       |  | Plan Accruals |   |         | Director |  |   |                 |  |  | Paid Life |        |  | All Other    |  
|Name           |  | ($)           |       |  | ($)           |   |         | Fees     |  |   | Perquisites (4) |  |  | Insurance |        |  | Compensation |  
|               |  |               |       |  |               |   |         |          |  |   |                 |  |  |           |        |  |              |  
|Mark W.        |  | $             | 2,650 |  |               | $ | 113,516 | (2)      |  | $ | 6,000           |  |  | $         | 35,935 |  |              | $
|McCutcheon     |  |               |       |  |               |   |         |          |  |   |                 |  |  |           |        |  |              |  
|Paul R. Bates  |  | $             | 2,320 |  |               |   | —       |          |  | $ | 6,000           |  |  | $         | 17,079 |  |              | $
|David A. Jones |  | $             | 2,320 |  |               |   | —       |          |  | $ | 6.000           |  |  | $         | 18,385 |  |              | $
|Patty Townsend |  | $             | 975   |  |               |   | —       |          |  | $ | 6,000           |  |  | $         | 17,316 |  |              | $



2015

|               |  | Company       |       |  | Salary        |   |         | Golden   |  |   |                 |  |  |           |        |  |              |  
|-------------- |  | ------------- | ----- |  | ------------- | - | ------- | -------- |  | - | --------------- |  |  | --------- | ------ |  | ------------ | -
|               |  | Contributions |       |  | Continuation  |   |         | Flake    |  |   |                 |  |  | Company   |        |  | Total        |  
|               |  | to 401(k)     |       |  | Plan Accruals |   |         | Director |  |   |                 |  |  | Paid Life |        |  | All Other    |  
|Name           |  | ($)           |       |  | ($)           |   |         | Fees     |  |   | Perquisites (4) |  |  | Insurance |        |  | Compensation |  
|               |  |               |       |  |               |   |         |          |  |   |                 |  |  |           |        |  |              |  
|Mark W.        |  | $             | 2,600 |  |               | $ | 107,846 | (2)      |  | $ | 6,000           |  |  | $         | 36,869 |  |              | $
|McCutcheon     |  |               |       |  |               |   |         |          |  |   |                 |  |  |           |        |  |              |  
|Paul R. Bates  |  | $             | 2,291 |  |               |   | —       |          |  | $ | 6,000           |  |  | $         | 16,666 |  |              | $
|David A. Jones |  | $             | 2,291 |  |               |   | —       |          |  | $ | 6,000           |  |  | $         | 23,597 |  |              | $
|Patty Townsend |  | $             | 954   |  |               |   | —       |          |  | $ | 5,000           |  |  | $         | 16,811 |  |              | $



| | (2) | Amounts set forth as Salary Continuation Plan Accruals
and any receipt thereof by Mr. McCutcheon in the future are subject to the requirements, conditions and continuation of the Salary
Continuation Plan as previously described.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



55







| | (3) | Total All Other Compensation does not include Golden Enterprises,
Inc. Director fees.
| | --- | -------------------------------------------------------------------------------------

| | (4) | The compensation represented by the amounts set forth in
the perquisites column is detailed in the following table:
| | --- | -------------------------------------------------------------------------------------------------------------------



2016 Perquisites



|                   |  |             |        |  |             |   |       |           |  |   | Company Contributions |  |  |             |       
|------------------ |  | ----------- | ------ |  | ----------- | - | ----- | --------- |  | - | --------------------- |  |  | ----------- | ------
|                   |  | Health Care |        |  | Company Car |   |       | LTD       |  |   | 401(k) Mirror         |  |  | Total       |       
|Name               |  | Reim        |        |  | Allowance   |   |       | Insurance |  |   | Plan Match            |  |  | Perquisites |       
|                   |  |             |        |  |             |   |       |           |  |   |                       |  |  |             |       
|Mark W. McCutcheon |  | $           | 10,522 |  |             | $ | 3,854 |           |  | $ | 2,674                 |  |  | $           | 18,885
|Paul R. Bates      |  | $           | —      |  |             | $ | 2,538 |           |  | $ | 1,839                 |  |  | $           | 12,702
|David A. Jones     |  | $           | —      |  |             | $ | 3,236 |           |  | $ | 1,858                 |  |  | $           | 13,291
|Patty Townsend     |  | $           | —      |  |             | $ | 4,962 |           |  | $ | 1,553                 |  |  | $           | 10,801



2015 Perquisites



|                   |  |             |        |  |             |   |       |           |  |   | Company Contributions |  |  |             |       
|------------------ |  | ----------- | ------ |  | ----------- | - | ----- | --------- |  | - | --------------------- |  |  | ----------- | ------
|                   |  | Health Care |        |  | Company Car |   |       | LTD       |  |   | 401(k) Mirror         |  |  | Total       |       
|Name               |  | Reim        |        |  | Allowance   |   |       | Insurance |  |   | Plan Match            |  |  | Perquisites |       
|                   |  |             |        |  |             |   |       |           |  |   |                       |  |  |             |       
|Mark W. McCutcheon |  | $           | 12,411 |  |             | $ | 3,623 |           |  | $ | 2,863                 |  |  | $           | 17,972
|Paul R. Bates      |  | $           | —      |  |             | $ | 2,439 |           |  | $ | 1,873                 |  |  | $           | 12,354
|David A. Jones     |  | $           | —      |  |             | $ | 3,199 |           |  | $ | 1,922                 |  |  | $           | 18,476
|Patty Townsend     |  | $           | —      |  |             | $ | 4,752 |           |  | $ | 1,602                 |  |  | $           | 10,457



| | (5) | The amounts in this column reflect the aggregate grant
date fair value of each option award granted during fiscal year 2015, computed in accordance with the Financial Accounting Standards
Board Accounting Standards Codification Topic 718 (“ASC 718”). Additional information can be found in Note 1 to the
consolidated financial statements included in the Company’s annual report on Form 10-K for the fiscal year ended June 3,
2016.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | Mark W. McCutcheon has served as President and Chief Executive
Officer of the Company since April 4, 2001. He has served as President of Golden Flake Snack Foods, Inc. since November 1, 1998.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Paul R. Bates has served as Executive Vice President of
Sales, Marketing and Transportation of Golden Flake Snack Foods, Inc. since October 26, 1998.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | David A. Jones has served as Executive Vice President of
Operations, Human Resources and Quality Control of Golden Flake Snack Foods, Inc. since May 20, 2002. He was Vice President of
Manufacturing from 1998 to 2002 and Vice President of Operations from 2000 to 2002.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | Patty Townsend has served as Chief Financial Officer, Vice-President
and Secretary of the Company since March 1, 2004.
| | --- | ----------------------------------------------------------------------------------------------------------------------



Grants of Plan-Based Awards



No grants of 2014 Plan-based
awards were granted to executive officers in the fiscal year ended June 3, 2016.



The following table
sets forth certain information with respect to grants of 2014 Plan-based awards to the named executive officers for fiscal year
2015:



|                   |  |               |  | Option     |        |  |          |  |      |           | 
|------------------ |  | ------------- |  | ---------- | ------ |  | -------- |  | ---- | --------- | 
|                   |  |               |  | Awards:    |        |  | Exercise |  |      | Grant     | 
|                   |  |               |  | Number of  |        |  | or Base  |  |      | Date Fair | 
|                   |  |               |  | Securities |        |  | Price of |  |      | Value of  | 
|                   |  |               |  | Underlying |        |  | Option   |  |      | Option    | 
|                   |  |               |  | Options    |        |  | Awards   |  |      | Awards(1) | 
|Name               |  | Grant Date    |  | (#)        |        |  | ($/Sh)   |  |      | ($)       | 
|                   |  |               |  |            |        |  |          |  |      |           | 
|Mark W. McCutcheon |  | April 9, 2015 |  |            | 50,000 |  |          |  | 3.84 |           | 
|Paul R. Bates      |  | April 9, 2015 |  |            | 35,000 |  |          |  | 3.84 |           | 
|David A. Jones     |  | April 9, 2015 |  |            | 35,000 |  |          |  | 3.84 |           | 
|Patty Townsend     |  | April 9, 2015 |  |            | 35,000 |  |          |  | 3.84 |           | 



56







| | (1) | The amounts in this column reflect the aggregate grant
date fair value of each option award granted during fiscal year 2015, computed in accordance with ASC 718.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



Outstanding Equity Awards at Fiscal
Year-End



The following table provides information
regarding outstanding equity awards held by the named executive officers for fiscal year 2016:



Option Awards

Number of Securities Underlying

Unexercised Options(1)



|                   |  |             |        |  |               |  |        |          |  |  | Option   |  |  | Option     |     
|------------------ |  | ----------- | ------ |  | ------------- |  | ------ | -------- |  |  | -------- |  |  | ---------- | ----
|                   |  |             |        |  |               |  |        |          |  |  | Exercise |  |  | Expiration |     
|Name               |  | Exercisable |        |  | Unexercisable |  |        | Unearned |  |  | Price    |  |  | Date       |     
|                   |  |             |        |  |               |  |        |          |  |  |          |  |  |            |     
|Mark W. McCutcheon |  |             | 26,041 |  |               |  | 23,959 |          |  |  |          |  |  |            | 3.84
|Paul R. Bates      |  |             | 26,041 |  |               |  | 8,959  |          |  |  |          |  |  |            | 3.84
|David A. Jones     |  |             | 26,041 |  |               |  | 8,959  |          |  |  |          |  |  |            | 3.84
|Patty Townsend     |  |             | 26,041 |  |               |  | 8,959  |          |  |  |          |  |  |            | 3.84



| | (1) | Options are to acquire shares of common stock. Options
expire ten years from the grant date.
| | --- | --------------------------------------------------------------------------------------------



Compensation of Directors



During the
fiscal year ended June 3, 2016, the Company paid each of its non-employee Directors a retainer of $300 per month and a fee of $2,000
for each regular and special Board meeting attended. The members of the Compensation Committee were each paid $2,000 for attending
the Compensation Committee meeting, the members of the Stock Option Committee were not paid for attending the Stock Option Committee
meeting, the members of the Audit Committee were paid $1,000 for each meeting attended and members of the Special Committee were
paid $1,500 for each meeting attended. Employee Board Members were paid $2,000 for each Board meeting attended.



The following
table sets forth certain information with respect to directors compensation for the 2016 fiscal year.



|                       |  | Directors Compensation |       
|---------------------- |  | ---------------------- | ------
|                       |  |                        |       
|                       |  | Fees earned            |       
|                       |  | or paid in             |       
|Name                   |  | Cash                   |       
|                       |  | ($)                    |       
|                       |  |                        |       
|Joann F. Bashinsky     |  | $                      | 12,000
|Paul R. Bates          |  | $                      | 10,000
|David A. Jones         |  | $                      | 10,000
|Mark W. McCutcheon     |  | $                      | 10,000
|John P. McKleroy, Jr.  |  | $                      | 13,600
|William B. Morton, Jr. |  | $                      | 30,600
|J. Wallace Nall, Jr.   |  | $                      | 15,600
|Edward R. Pascoe       |  | $                      | 30,600
|F. Wayne Pate          |  | $                      | 15,600
|John S.P. Samford      |  | $                      | 31,100
|John S. Stein, III     |  | $                      | 30,600



57







The following table
provides compensation information for the year ended June 3, 2016 for each of the independent members of the Board.



|                       |  | Total Director Compensation |       
|---------------------- |  | --------------------------- | ------
|Name                   |  | ($)                         |       
|                       |  |                             |       
|Edward R. Pascoe       |  | $                           | 30,600
|John S.P. Samford      |  | $                           | 31,100
|                       |  |                             |       
|John S. Stein, III     |  | $                           | 30,600
|William B. Morton, Jr. |  | $                           | 30,600



ITEM 12. –SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED STOCKHOLDER
MATTERS



On July 25, 2016, SYB,
Inc., and the Sloan Y. Bashinsky, Sr. Marital Testamentary Trust (“Marital Testamentary Trust”) were the only persons
known by the Company who beneficially owned more than 5% of the outstanding voting securities of the Company. The following table
sets forth the number of shares of common stock of the Company beneficially owned by these persons.





|Amount and Nature of                                                                               |  |                          |           |  |            | 
|-------------------------------------------------------------------------------------------------- |  | ------------------------ | --------- |  | ---------- | 
|Name and Address of                                                                                |  | Beneficial Ownership (1) |           |  | Percent of | 
|Beneficial Owner                                                                                   |  | Direct                   |           |  | Indirect   | 
|                                                                                                   |  |                          |           |  |            | 
|SYB, Inc. 3432 Briarcliff Road East Birmingham, Alabama 35223                                      |  |                          | 5,283,128 |  |            | 
|Sloan Y. Bashinsky, Sr. Marital Testamentary Trust 2117 Second Avenue N. Birmingham, Alabama 35203 |  |                          | 600,279   |  |            | 

_________________

| | (1) | An indirect beneficial owner as this term is interpreted
by the SEC includes, among other things, any person who has or shares the (1) voting power, which includes the power to vote or
to direct the voting of such security, and/or (2) investment power which includes the power to dispose, or to direct the disposition
of such security.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



58







Security Ownership of Management



The following table
shows the shares of common stock of Golden Enterprises, Inc., beneficially owned, directly or indirectly, by each Director and
Nominee for Director and all Directors and Officers of the Company as a group at July 25, 2016:



|                                      |  | Amount and Nature of     |         |  |            |    
|------------------------------------- |  | ------------------------ | ------- |  | ---------- | ---
|                                      |  | Beneficial Ownership (1) |         |  | Percent of |    
|Name                                  |  | Direct                   |         |  |            |    
|                                      |  |                          |         |  |            |    
|J. Wallace Nall, Jr.                  |  |                          | -0-     |  |            |    
|F. Wayne Pate                         |  |                          | 148,264 |  |            |    
|Edward R. Pascoe                      |  |                          | 25,000  |  |            |    
|John P. McKleroy, Jr. (a) (b) (c)     |  |                          | 40,000  |  |            | (3)
|John S. P. Samford                    |  |                          | 1,666   |  |            |    
|Joann F. Bashinsky (d) (e)            |  |                          | 426,928 |  |            |    
|Mark W. McCutcheon                    |  |                          | 4,455   |  |            |    
|William B. Morton, Jr.                |  |                          | -0-     |  |            |    
|John S. Stein, III                    |  |                          | 10,333  |  |            |    
|Paul Bates                            |  |                          | 5,657   |  |            |    
|David Jones                           |  |                          | 2,178   |  |            |    
|Patty Townsend                        |  |                          | -0-     |  |            |    
|                                      |  |                          |         |  |            |    
|All Directors and Officers as a group |  |                          | 664,481 |  |            |    

__________________

*Less than one percent of class



| | (1) | An indirect beneficial owner as this term is interpreted
by the SEC includes, among other things, any person who has or shares the (i) voting power which includes the power to vote or
to direct the voting of such security, and/or (ii) investment power which includes the power to dispose of, or to direct the disposition
of, such security.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Each designated Director is a member of the Voting Committee
created under the (i) Marital Testamentary Trust and (ii) SYB, Inc. Common Stock Trust of Sloan Y. Bashinsky, Sr. As a member
of the Voting Committee, each designated Director participates in the vote of the shares of common stock of the Company owned
by SYB, Inc. (5,283,128 shares) and by the Marital Testamentary Trust (600,279 shares). Patty Townsend, an officer of the Company,
is also a member of the Voting Committee. The decision of the majority of the members of the Voting Committee governs how the
stock is voted. The members of the Voting Committee do not possess and specifically disclaim any beneficial ownership of the shares
owned by SYB, Inc. and the Marital Testamentary Trust.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Includes 33,490 shares held by a 401(k) profit sharing
plan and a IRA account for the benefit of John P. McKleroy, Jr.
| | --- | ----------------------------------------------------------------------------------------------------------------------



| | (4) | Shares owned by Nall Development Corporation, a corporation
of which J. Wallace Nall, Jr. is a Director and President. For SEC reporting purposes, Mr. Nall is deemed the beneficial owner
of such shares. Except for SEC reporting purposes, Mr. Nall disclaims beneficial ownership of such shares.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Indirect shares include 32 shares owned by the wife of
F. Wayne Pate. Except for SEC reporting purposes, Mr. Pate disclaims beneficial ownership of such shares.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Indirect shares owned by the Golden Flake Snack Foods,
Inc. 401(k) Retirement Savings Plan (the “Plan”). All shares are voted by the Plan participants in whose accounts
such shares are held.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Indirect shares include 200 shares owned by wife of Mark
W. McCutcheon. Mr. McCutcheon disclaims beneficial ownership of such shares.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------



| | (a) | Mr. McKleroy is a Director, Vice President and Secretary
of SYB, Inc. which owns 5,283,128 shares of the Company’s stock. Mr. McKleroy does not possess and specifically disclaims
any beneficial ownership of these shares.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Mr. McKleroy is a Director and officer of the Bashinsky
Foundation, Inc., which owns 400,544 shares of the Company’s stock. Mr. McKleroy does not possess and specifically disclaims
any beneficial ownership of these shares.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | Mr. McKleroy is a Co-Trustee of the Marital Testamentary
Trust. The Marital Testamentary Trust own 600,279 shares of the Company stock. Mr. McKleroy does not possess and specifically
disclaims any beneficial ownership of these shares.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



59







| | (d) | Mrs. Bashinsky is a Director, Chairman and CEO of SYB,
Inc., which owns 5,283,128 shares of the Company’s stock. Mrs. Bashinsky does not possess and specifically disclaims any
beneficial ownership of these shares.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | Mrs. Bashinsky is a Director, Chairman and CEO of the Bashinsky
Foundation, Inc., which owns 400,544 shares of the Company’s stock. Mrs. Bashinsky does not possess and specifically disclaims
any beneficial ownership of these shares.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Each Director has the sole voting and investment power of the
shares directly owned by him/her.



Voting Control



Sloan Y. Bashinsky,
Sr. (“Mr. Bashinsky”) died on August 2, 2005. At the time of Mr. Bashinsky’s death, he beneficially owned 6,698,172
shares of common stock of the Company which constituted voting control of the Company and which classified the Company as a “Controlled
Company”. The stock beneficially owned by Mr. Bashinsky was registered in and held by the following entities:



|SYB, Inc.                    | 5,283,128 shares
|---------------------------- | ----------------
|                             |                 
|SYB, Inc. as Trustee         | 1,000,000 shares
|of the Sloan Y. Bashinsky,   |                 
|Sr. Trust dated February 16, |                 
|1982                         |                 
|                             |                 
|Bashinsky Foundation, Inc.   | 400,544 shares  
|                             |                 
|Sloan Y. Bashinsky, Sr.      | 14,500 shares   



As a result of Mr.
Bashinsky’s death, and the probate of his will on August 12, 2005, the 1,000,000 shares held in SYB, Inc. as Trustee and
the 14,500 shares held in his name passed to his Estate. On August 9, 2010, the Personal Representatives of Mr. Bashinsky's Estate
distributed 414,221 shares of Company stock to Joann F. Bashinsky and 600,279 shares of Company stock to the Marital Testamentary
Trust. SYB, Inc. and Bashinsky Foundation, Inc. have continued to own 5,283,128 shares and 400,544 shares, respectively.



Joann F. Bashinsky
and John P. McKleroy, Jr., Directors of the Company, each serve as a Director and officer of Bashinsky Foundation, Inc. The stock
of the Company owned by Bashinsky Foundation, Inc. is voted by its board of directors and is not subject to the Voting Committee,
as described below.



Joann F. Bashinsky
and John P. McKleroy, Jr., Directors of the Company, each serve as a director and officer of SYB, Inc. The voting stock of SYB,
Inc. is vested in the SYB, Inc. Common Stock Trust and John P. McKleroy, Jr. serves as the Trustee of this Trust. This stock is
subject to the Voting Committee, as described below.



John P. McKleroy, Jr.
is designated and serving under Mr. Bashinsky’s Will as a Co-Trustee of the Marital Testamentary Trust.



60







Mr. Bashinsky’s
Will and the SYB, Inc. Common Stock Trust provide that shares of the Company held by SYB, Inc. and his Marital Testamentary Trust
shall be voted by a committee made up of members of the Board of Directors of the Company and one member designated by Trustees
of the Marital Testamentary Trust (“Voting Committee”). Consequently, as of the date of this Proxy Statement, the 5,283,128
shares of the Company stock held by SYB, Inc. and the 600,279 shares of the Company stock held by the Marital Testamentary Trust,
the combination of which constitute a majority of the stock of the Company, are voted by the Voting Committee. The Voting Committee
presently consists of J. Wallace Nall Jr., F. Wayne Pate, John P. McKleroy, Jr., Joann F. Bashinsky, Mark W. McCutcheon, Paul R.
Bates and David A. Jones, all Directors of the Company, along with Patty Townsend, an officer of the Company. The decision of a
majority of the members of the Voting Committee governs how the stock is voted.



The Voting Committee
will continue to vote the Company stock owned by SYB, Inc. (5,283,128 shares) and by the Martial Testamentary Trust (600,279 shares),
respectively, until the SYB, Inc. Common Stock Trust and the Marital Testamentary Trust terminate or the sale/merger of the Company.
The Marital Testamentary Trust will terminate upon the death of Joann F. Bashinsky and the SYB, Inc. Common Stock Trust will terminate
upon: (i) December 31, 2020, or (ii) in the event of the sale, transfer or exchange of all Company shares, five (5) years from
the date of such sale, transfer or exchange.



Upon termination of
the SYB, Inc. Common Stock Trust, the assets of the Trust will be distributed generally to descendants of Sloan Y. Bashinsky, Sr..
After termination control of any Company stock held by SYB, Inc. (currently 5,283,128 shares) will transfer to these trust beneficiaries
and the Voting Committee will cease to vote these shares. Upon termination of the Marital Testamentary Trust and distribution of
its assets, the Company stock held by the Marital Testamentary Trust will transfer to various charitable organizations and the
Voting Committee will cease to vote these shares.



The SYB, Inc. Common
Stock Trust, the Marital Testamentary Trust, the Voting Committee and Joann F. Bashinsky have filed a Schedule 13D (as amended)
with the SEC and the Company remains classified as a "Controlled Company." SYB, Inc., the Martial Testamentary Trust
and Joann F. Bashinsky as a group own 55.9% of the common stock of the Company.



Securities Equity Plan



See “2014 Long Term Incentive Plan”
in Item 11



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



Related Party Transactions



During the fiscal year
ended June 3, 2016, the law firm of Spain & Gillon, L.L.C., of which John P. McKleroy, Jr. is a member, served as General Counsel
and performed various legal services for the Company and its subsidiary for which it was paid legal fees of $301,381. The firm
will continue to perform legal services for the current fiscal year.



The Company believes
that the related party transaction was on terms equal to or better than those available from unaffiliated third parties.



61







Director Independence



The Board has determined
that Edward R. Pascoe, John S.P. Samford, John S. Stein, III and William B. Morton, Jr. are qualified as “Independent Directors”
within the meaning of the director independence standards and Listing Rules of the NASDAQ and the SEC under the Securities and
Exchange Act of 1934 (“Exchange Act”). All other Directors serve on the Voting Committee described in “Security
Ownership of Management” and do not qualify as Independent Directors.



Meetings of Independent Directors



The Independent Directors
meet in executive sessions (with no management Directors or officers present) at least twice each year. The Independent Directors
met two times in the fiscal year ending June 3, 2016. All Independent Directors attended both meetings.



ITEM 14. – PRINCIPAL ACCOUNTANT
FEES AND SERVICES



As reported in Form
8-K filed on July 20, 2015, the Audit Committee selected Carr, Riggs & Ingram, LLC (“Carr, Riggs”) as the principal
accountants to audit its financial statements and review Company’s SEC quarterly 10-Q statements for the fiscal year ending
June 3, 2016. Dudley, Hopton-Jones, Sims and Freeman, PLLP served as principal accountants/auditors for the Company for the fiscal
year ending May 29, 2015.



Carr, Riggs was selected
by the Audit Committee and ratified by the Board of Directors as the independent accountants to audit the Company’s financial
statements for the fiscal year ended June 3, 2016. Representatives of Carr, Riggs will be present at the annual meeting and will
have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from
stockholders.



During the fiscal year
ended 2016, Carr, Riggs provided various audit and non-audit services to the Company and its subsidiary. Beginning in 2016, as
part of their services as the Company’s and Company benefit plans auditors, they audited the consolidated financial statements
of the Company and its subsidiary, Company benefit plans, the individual financial statements of the Company and Golden Flake Snack
Foods, Inc. and its subsidiary and also reviewed the Company’s Annual Report (Form 10-K) for filing with the Securities and
Exchange Commission. Dudley, Hopton-Jones, Sims and Freeman, PLLP, provided these services to the Company (other than the Company
benefit plans audit) for the fiscal year ended May 29, 2015.



Fees billed by Carr, Riggs and Dudley,
Hopton-Jones:



The following table
shows information about fees billed to the Company by Carr, Riggs for fiscal year 2016 and Dudley, Hopton-Jones for fiscal year
2015.





62







|                       |  | FYE 2016 |         |  | FYE 2015 |  
|---------------------- |  | -------- | ------- |  | -------- | -
|Audit Fees (1)         |  | $        | 139,596 |  |          | $
|Audit Related Fees (2) |  |          | 72,634  |  |          |  
|Tax Fees (3)           |  |          | 43,127  |  |          |  
|All Other Fees (4)     |  |          | 25,204  |  |          |  
|Total Fees             |  | $        | 280,561 |  |          | $

_____________________



(1) Current FYE 2016 audit fees consist
of the aggregate fees billed for professional services rendered for the audit of the Company’s annual financial statements
and for the timely reviews of quarterly financial statements and assistance with the review of documents filed with the SEC.



(2) Includes audit related fees billed
for audit of the Company’s employee benefit plans and fees billed for the Company’s information technology general
controls quarterly testing.



(3) Tax fees consist of the aggregate fees
billed for professional services rendered for tax compliance including tax planning, tax advice, the preparation of tax returns,
audit of tax returns, and claims for refunds.



(4) All other fees related to additional
client meeting and assistance in gathering documentation for the due diligence project.

_____________________



The services of the
Independent Auditors described above were specifically pre-approved by the Audit Committee prior to the engagement of the Independent
Auditors to render such services.



63







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 3, 2016 and May 29,
2015



Consolidated Statements of Income- Years ended June 3, 2016
and May 29, 2015



Consolidated Statements of Changes in Stockholders’ Equity-
Years ended June 3, 2016 and May 29, 2015



Consolidated Statements of Cash Flows- Years ended June 3, 2016
and May 29, 2015



Notes to Consolidated Financial Statements



(a)  2. LIST OF FINANCIAL
STATEMENT SCHEDULES



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                                                                                                                                                                                                                                                              
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                       
|(2)    | Plan of Acquisition                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                       
|2.1    | Agreement and Plan of Merger, dated as of July 18, 2016, by and among Golden Enterprises, Inc., Utz Quality Foods Inc. and Westminster Sub, Inc.(incorporated by reference to Exhibit  2.1 Golden Enterprises, Inc. July 19, 2016 Form 8-K filed with the Commission).
|       |                                                                                                                                                                                                                                                                       
|(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).                                     



64







|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)                                                                                                              
|     |                                                                                                                                                                                                                                                                          
|3.10 | Amendment to Bylaws of Golden Enterprises Inc. dated July 18, 2016 (incorporated by reference to Exhibit 3.1 Golden Enterprises, Inc. July 19, 2016 Form 8-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).                                                                   



65







|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).                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                      
|10.20 | Amendment to Salary Continuation Plan for Mark W. McCutcheon dated December 30, 2008 (incorporated by reference to Exhibit 10.20 Golden Enterprises, Inc. February 27, 2009 Form 10-Q filed with the Commission).                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                      
|10.24 | A Form of Indemnity Agreement to be executed by and between Golden Enterprises, Inc. and the following directors: Mark W. McCutcheon, Joann F. Bashinsky, John S. Stein, III, William B. Morton, Jr., Paul R. Bates and David A. Jones (incorporated by reference to Exhibit 10.24 to Golden Enterprises, Inc. January 13, 2011 Form 10-Q filed with the Commission).
|      |                                                                                                                                                                                                                                                                                                                                                                      
|10.27 | Retention Bonus Agreement for Mark W. McCutcheon (incorporated by reference to Exhibit 10.27 to Golden Enterprises, Inc. July 22, 2016 Form 8-K filed with the Commission).                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                      
|10.28 | Retention Bonus Agreement for Paul Randall Bates (incorporated by reference to Exhibit 10.28 to Golden Enterprises, Inc. July 22, 2016 Form 8-K filed with the Commission).                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                      
|10.29 | Retention Bonus Agreement for David A. Jones (incorporated by reference to Exhibit 10.29 to Golden Enterprises, Inc. July 22, 2016 Form 8-K filed with the Commission).                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                      
|10.30 | Retention Bonus Agreement for Patty R. Townsend (incorporated by reference to Exhibit 10.30 to Golden Enterprises, Inc. July 22, 2016 Form 8-K filed with the Commission).                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                      
|10.31 | Option Cancellation Agreement for Mark W. McCutcheon (incorporated by reference to Exhibit 10.31 to Golden Enterprises, Inc. July 22, 2016 Form 8-K filed with the Commission).                                                                                                                                                                                      



66







|10.32 | Option Cancellation Agreement for Paul Randall Bates (incorporated by reference to Exhibit 10.32 to Golden Enterprises, Inc. July 22, 2016 Form 8-K filed with the Commission).                                                                                                                                                          
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                          
|10.33 | Option Cancellation Agreement for David A. Jones (incorporated by reference to Exhibit 10.33 to Golden Enterprises, Inc. July 22, 2016 Form 8-K filed with the Commission).                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                          
|10.34 | Option Cancellation Agreement for Patty R. Townsend (incorporated by reference to Exhibit 10.34 to Golden Enterprises, Inc. July 22, 2016 Form 8-K filed with the Commission).                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                          
|10.35 | Second Amendment to Salary Continuation Plan for Mark W. McCutcheon dated July 14, 2016, filed herewith.                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                          
|10.36 | Third Amendment to Salary Continuation Plan for Mark W. McCutcheon dated August 16, 2016, filed herewith.                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                          
|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)                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                          
|23.1  | Consent of Carr, Riggs & Ingram, LLC                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                          
|23.2  | Consent of Dudley, Hopton-Jones, Sims & Freeman. PLLP                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                          
|(31)  | Certifications                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                          
|31.1  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                      



67







|31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(99) | Additional Exhibits                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|99.1 | A copy of excerpts of the Last Will and Testament and Codicils thereto of Sloan Y. Bashinsky, Sr. and of the SYB Common Stock Trust created by Sloan Y. Bashinsky, Sr. providing for the creation of a Voting Committee to vote the shares of common stock of Golden Enterprises, Inc. held by SYB, Inc. and the Estate/Testamentary Trust of Sloan Y. Bashinsky, Sr. (incorporated by reference to Exhibit 99.1 to Golden Enterprises, Inc.’s June 3, 2005 Form 10-K filed with the Commission).
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|99.2 | Report of the Audit Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



| | 101.INS | XBRL Instance Document                                
| | ------- | ------------------------------------------------------
| |         |                                                       
| | 101.SCH | XBRL Taxonomy Extension Schema Document               
| |         |                                                       
| | 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document 
| |         |                                                       
| | 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document  
| |         |                                                       
| | 101.LAB | XBRL Taxonomy Extension Label Linkbase Document       
| |         |                                                       
| | 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document



68







Schedule 1



Amended
and Restated

Charter of the Audit Committee of
the Board of Directors

of Golden Enterprises, Inc.



| | I. | Audit Committee Purpose.
| | -- | ------------------------



The Audit Committee is appointed
by the Board of Directors to assist the Board in fulfilling its oversight responsibilities in the following areas:



| | 1. | Monitoring the integrity of the Company’s financial reporting process and systems of internal
controls regarding finance, accounting and legal compliance including the performance of the Company’s internal audit function.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Monitoring the independence, qualification and performance of the Company’s independent auditors.
| | -- | -------------------------------------------------------------------------------------------------



| | 3. | Providing an avenue of communication among the independent auditors, management and the Board of
Directors.
| | -- | -----------------------------------------------------------------------------------------------------------



The Audit Committee has the authority
to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent auditors
as well as anyone in the Company. The Audit Committee has the ability to retain, at the Company’s expense, special legal,
accounting or other consultants or experts it deems necessary in the performance of its duties, and the Company shall provide appropriate
funding, as determined by the Audit Committee, for the compensation of such retained persons. The Company shall provide appropriate
funding, as determined by the Audit Committee, for the ordinary administrative expenses of the Audit Committee that are necessary
or appropriate to carry out its duties.



| | II. | Audit Committee Composition and Meetings.
| | --- | -----------------------------------------



Audit Committee members shall meet
the qualifications, including the independence and experience requirements, of the NASDAQ listing standards and the rules and regulations
of the SEC. The Audit Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be
independent nonexecutive directors, free from any relationship that would interfere with the exercise of his or her independent
judgment. All members of the Committee shall have a basic understanding of finance and accounting and be able to read and understand
fundamental financial statements, and at least one member of the Committee shall have the necessary accounting or related financial
management expertise to meet the requirements of a “financial expert” as defined by the SEC.



69







Audit Committee members shall be
appointed by the Board. If an Audit Committee Chair is not designated by the Board, the members of the Committee may designate
a Chair by majority vote of the Committee membership.



The Committee shall meet at least
four times annually, or more frequently as circumstances dictate. The Audit Committee Chair shall prepare and/or approve an agenda
in advance of each meeting. The Committee, at each meeting, shall meet with management and the independent auditors to discuss
any matters that the Committee or each of these groups believe should be discussed. The Committee should communicate with management,
the internal auditors and the independent auditors as, the circumstances dictate, to review the Company’s financial statements
and significant findings based upon the independent auditors quarterly review procedures. In addition, the Committee, at its discretion,
shall meet, from time to time, with the independent auditors without the presence of management.



| | III. | Audit Committee Responsibilities and Duties.
| | ---- | --------------------------------------------



Review Procedures



| | 1. | Review the adequacy of this Charter at least annually. Submit its recommendations regarding changes
to the Charter to the Board of Directors for approval and have the document published at least every three years in accordance
with SEC regulations.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Discuss the Company’s annual audited financial statements with management prior to filing
or distribution, including significant issues regarding accounting and auditing principles, practices and judgments.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | In consultation with the management, the internal auditors and the independent auditors, consider
the integrity of the Company’s financial reporting processes and controls. Discuss significant financial risk exposures and
the steps management has taken to monitor, control and report such exposures. Review significant findings prepared by the independent
auditors and the internal auditors, together with management’s responses.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Discuss with management and the independent auditors significant financial reporting issues and
judgments made in connection with the preparation of the Company’s financial statements, including any significant changes
in the Company’s selection or application of accounting principles, any major issues as to the adequacy of the Company’s
internal controls and any special steps adopted in light of material control deficiencies.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



70







| | 5. | Discuss disclosures made to the Audit Committee by the Company’s CEO and CFO during their
certification process for the Form 10-K and Form 10-Q about any significant deficiencies in the design or operation of internal
controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the
Company’s internal controls.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Independent Auditors



| | 6. | The Audit Committee shall have the sole authority to appoint or replace the independent auditors.
The Committee shall be directly responsible for the appointment, compensation, retention and oversight of the work of the independent
auditors (including resolution of disagreements between management and the independent auditors regarding financial reporting)
for the purpose of preparing or issuing an audit report or performing other audit, review or attest services. The independent auditors
shall report directly to the Committee.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7. | The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment
of compensation to the independent auditors for the purpose of rendering or issuing an audit report or performing other audit,
review or attest services.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 8. | On an annual basis, the Audit Committee should review and discuss with the independent auditors:
(a) all significant relationships they have with the Company that could impair the auditors’ independence, (b) all critical
accounting policies and practices to be used, (c) all alternative treatments of financial information within generally accepted
accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments,
and the treatment preferred by the independent auditor, and (d) any material written communications between the independent auditor
and management, such as any management letter or schedule of unadjusted differences.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 9. | The Audit Committee shall ensure its receipt from the independent auditors of a formal written
statement delineating all relationships between the auditor and the company, consistent with Independence Standards Board Standard
1.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10. | Review the independent auditors’ audit plan - discuss scope, staffing, locations, reliance
upon management and general audit approach.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------



| | 11. | Prior to releasing the year-end earnings, discuss the results of the audit with the independent
auditors. Discuss those matters required to be communicated to audit committees in accordance with Public Company Accounting Oversight
Board Auditing Standard No. 16 (“AS 16”) and those matters required to be communicated to audit committees in accordance
with SEC rules and regulations.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



71







| | 12. | Consider the independent auditors’ judgments about the quality and appropriateness of the
Company’s accounting principles as applied in its financial reporting.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 13. | Pre-approve all auditing services and permitted non-audit services (including the fees and terms
thereof) to be performed by the independent auditor, subject to applicable de minimisexceptions for non-audit services.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Internal Auditors



| | 14. | Review the appointment and replacement of the internal auditor.
| | --- | ---------------------------------------------------------------



| | 15. | Review the significant reports to management prepared by the internal auditor and management’s
responses.
| | --- | ---------------------------------------------------------------------------------------------------------



| | 16. | Discuss with the independent auditor and management the internal audit department responsibilities,
budget and staffing and any recommended changes in the planned scope of the internal audit function.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Legal Compliance



| | 17. | On at least an annual basis, review with the Company’s counsel any legal matters that could
have a material impact on the Company’s financial statements and with management any reports or inquiries received from regulators
or governmental agencies.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Other Audit Committee
Responsibilities



| | 18. | Cause to be prepared the report to shareholders that is required by the Securities and Exchange
Commission. The report should be included in the Company’s annual proxy statement.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 19. | Establish procedures for the receipt, retention and treatment of complaints received by the Company
regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees
of concerns regarding questionable accounting or auditing matters.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 20. | Review and approval or ratification of transactions with related persons.
| | --- | -------------------------------------------------------------------------



72







| | 21. | Perform any other activities consistent with this Charter, the Company’s by-laws and governing
law, as the Committee or the Board deems necessary or appropriate.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 22. | Maintain minutes of meetings and periodically report to the Board of Directors on significant results
of the foregoing activities.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------



| | IV. | Limitation of Audit Committee’s Role.
| | --- | -------------------------------------



While the
Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct
audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance
with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management
and the independent auditors.



73







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                                      |  | Date | August 18, 2016
|--------------------------------------------------------- |  | ---- | ---------------
|Patty Townsend                                            |  |      |                
|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/Mark W. McCutcheon     |  | Chairman of the Board, Chief     |  | August 18, 2016
|Mark W. McCutcheon        |  | Executive Officer, and President |  |                
|                          |  |                                  |  |                
|/s/Patty Townsend         |  | Vice President, Secretary and    |  | August 18, 2016
|Patty Townsend            |  | Principal Financial Officer      |  |                
|                          |  |                                  |  |                
|/s/F. Wayne Pate          |  | Director                         |  | August 18, 2016
|F. Wayne Pate             |  |                                  |  |                
|                          |  |                                  |  |                
|/s/Edward R. Pascoe       |  | Director                         |  | August 18, 2016
|Edward R. Pascoe          |  |                                  |  |                
|                          |  |                                  |  |                
|/s/John P. McKleroy, Jr.  |  | Director                         |  | August 18, 2016
|John P. McKleroy, Jr.     |  |                                  |  |                
|                          |  |                                  |  |                
|/s/John S.P. Samford      |  | Director                         |  | August 18, 2016
|John S.P. Samford         |  |                                  |  |                
|                          |  |                                  |  |                
|/s/J. Wallace Nall, Jr.   |  | Director                         |  | August 18, 2016
|J. Wallace Nall, Jr.      |  |                                  |  |                
|                          |  |                                  |  |                
|/s/Joann F. Bashinsky     |  | Director                         |  | August 18, 2016
|Joann F. Bashinsky        |  |                                  |  |                
|                          |  |                                  |  |                
|/s/Paul R. Bates          |  | Executive Vice-President         |  | August 18, 2016
|Paul R. Bates             |  | and Director                     |  |                
|                          |  |                                  |  |                
|/s/David A. Jones         |  | Executive Vice-President         |  | August 18, 2016
|David A. Jones            |  | and Director                     |  |                
|                          |  |                                  |  |                
|/s/William B. Morton, Jr. |  | Director                         |  | August 18, 2016
|William B. Morton, Jr.    |  |                                  |  |                
|                          |  |                                  |  |                
|/s/John S. Stein III      |  | Director                         |  | August 18, 2016
|John S. Stein III         |  |                                  |  |                



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INDEX TO EXHIBITS



|     |                                                                                                                                                                                                                                                                           | Page
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|     |                                                                                                                                                                                                                                                                           |     
|2.1  | Agreement and Plan of Merger, dated as of July 18, 2016, by and among Golden Enterprises, Inc., Utz Quality Foods Inc. and Westminster Sub, Inc.(incorporated by reference to Exhibit 2.1 Golden Enterprises, Inc. July 19, 2016 Form 8-K filed with the Commission).     |     
|     |                                                                                                                                                                                                                                                                           |     
|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).                                                                                                              |     
|     |                                                                                                                                                                                                                                                                           |     
|3.10 | Amendment to Bylaws of Golden Enterprises Inc. dated July 18, 2016 (incorporated by reference to Exhibit 3.1 Golden Enterprises, Inc. July 19, 2016 Form 8-K filed with the Commission).                                                                                  |     
|     |                                                                                                                                                                                                                                                                           |     
|(10) | Material Contracts                                                                                                                                                                                                                                                        |     



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|      |                                                                                                                                                                                                                                                                      | Page
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|      |                                                                                                                                                                                                                                                                      |     
|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).                                                               |     
|      |                                                                                                                                                                                                                                                                      |     
|10.9  | 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).                                                             |     
|      |                                                                                                                                                                                                                                                                      |     
|10.20 | Amendment to Salary Continuation Plan for Mark W. McCutcheon dated December 30, 2008 (incorporated by reference to Exhibit 10.20 Golden Enterprises, Inc. February 27, 2009 Form 10-Q filed with the Commission).                                                    |     



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|10.24 | A Form of Indemnity Agreement to be executed by and between Golden Enterprises, Inc. and the following directors: Mark W. McCutcheon, Joann F. Bashinsky, John S. Stein, III, William B. Morton, Jr., Paul R. Bates and David A. Jones (incorporated by reference to Exhibit 10.24 to Golden Enterprises, Inc. January 13, 2011 Form 10-Q filed with the Commission) | 
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|      |                                                                                                                                                                                                                                                                                                                                                                      | 
|10.27 | Retention Bonus Agreement for Mark W. McCutcheon (incorporated by reference to Exhibit 10.27 to Golden Enterprises, Inc. July 22, 2016 Form 8-K filed with the Commission).                                                                                                                                                                                          | 
|      |                                                                                                                                                                                                                                                                                                                                                                      | 
|10.28 | Retention Bonus Agreement for Paul Randall Bates (incorporated by reference to Exhibit 10.28 to Golden Enterprises, Inc. July 22, 2016 Form 8-K filed with the Commission).                                                                                                                                                                                          | 
|      |                                                                                                                                                                                                                                                                                                                                                                      | 
|10.29 | Retention Bonus Agreement for David A. Jones (incorporated by reference to Exhibit 10.29 to Golden Enterprises, Inc. July 22, 2016 Form 8-K filed with the Commission).                                                                                                                                                                                              | 
|      |                                                                                                                                                                                                                                                                                                                                                                      | 
|10.30 | Retention Bonus Agreement for Patty R. Townsend (incorporated by reference to Exhibit 10.27 to Golden Enterprises, Inc. July 22, 2016 Form 8-K filed with the Commission).                                                                                                                                                                                           | 
|      |                                                                                                                                                                                                                                                                                                                                                                      | 
|10.31 | Option Cancellation Agreement for Mark W. McCutcheon (incorporated by reference to Exhibit 10.31 to Golden Enterprises, Inc. July 22, 2016 Form 8-K filed with the Commission).                                                                                                                                                                                      | 
|      |                                                                                                                                                                                                                                                                                                                                                                      | 
|10.32 | Option Cancellation Agreement for Paul Randall Bates (incorporated by reference to Exhibit 10.32 to Golden Enterprises, Inc. July 22, 2016 Form 8-K filed with the Commission).                                                                                                                                                                                      | 
|      |                                                                                                                                                                                                                                                                                                                                                                      | 
|10.33 | Option Cancellation Agreement for David A. Jones (incorporated by reference to Exhibit 10.33 to Golden Enterprises, Inc. July 22, 2016 Form 8-K filed with the Commission).                                                                                                                                                                                          | 
|      |                                                                                                                                                                                                                                                                                                                                                                      | 
|10.34 | Option Cancellation Agreement for Patty R. Townsend (incorporated by reference to Exhibit 10.34 to Golden Enterprises, Inc. July 22, 2016 Form 8-K filed with the Commission).                                                                                                                                                                                       | 
|      |                                                                                                                                                                                                                                                                                                                                                                      | 
|10.35 | Second Amendment to Salary Continuation Plan for Mark W. McCutcheon dated July 14, 2016 filed herewith.                                                                                                                                                                                                                                                              | 
|      |                                                                                                                                                                                                                                                                                                                                                                      | 
|10.36 | Third Amendment to Salary Continuation Plan for Mark W. McCutcheon dated August 16, 2016, filed herewith.                                                                                                                                                                                                                                                            | 
|      |                                                                                                                                                                                                                                                                                                                                                                      | 
|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 Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission).                                                                                                                                      | 
|      |                                                                                                                                                                                                                                                                                                                                                                      | 
|(18)  | Letter Re: Change in Accounting Principles                                                                                                                                                                                                                                                                                                                           | 



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|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)                                                                                                                                                                                                                                                                                                                                            | 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|23.1 | Consent of Carr, Riggs & Ingram, LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|23.2 | Consent of Dudley, Hopton-Jones, Sims & Freeman. PLLP                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|(31) | Certifications                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                               | 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                               | 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                               | 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                               | 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|(99) | Additional Exhibits                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|99.1 | A copy of excerpts of the Last Will and Testament and Codicils thereto of Sloan Y. Bashinsky, Sr. and of the SYB Common Stock Trust created by Sloan Y. Bashinsky, Sr. providing for the creation of a Voting Committee to vote the shares of common stock of Golden Enterprises, Inc. held by SYB, Inc. and the Estate/Testamentary Trust of Sloan Y. Bashinsky, Sr. (incorporated by reference to Exhibit 99.1 to Golden Enterprises, Inc.’s June 3, 2005 Form 10-K filed with the Commission). | 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|99.2 | Report of the Audit Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 



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