UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D. C.  20549





FORM
10-Q


(Mark
One)


[X]
            
            QUARTERLY REPORT
      PURSUANT TO SECTION 13 OR 15(d)

              OF
      THE SECURITIES EXCHANGE ACT OF 1934For the quarterly
      period ended August 29, 2009OR[  ]
            
            TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15 (d)

              OF
      THE SECURITIES EXCHANGE ACT OF 1934For the transition
      period from _____________ to ______________Commission File No.
      0-5815




AMERICAN CONSUMERS,
      INC.(Exact name of
      registrant as specified in its charter)  GEORGIA
              
              58-1033765(State or
      other jurisdiction of
                Incorporation or organization)
              
              (I.R.S.
      Employer Identification
                Number)55 Hannah Way,
      Rossville, GA
              
              30741(Address of
      principal executive offices)
              
              (Zip
      Code)  Registrant’s
      Telephone Number, including Area Code: (706) 861-3347_____________________________________________________________

                (Former
      name, former address and former fiscal year, if changed since last
      report)




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes  x     No 
o





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 during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).  Yes  o     No 
o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large accelerated filer  o                                                                                                                             Accelerated
filer  o


Non-accelerated
filer    o     
(Do not check if a smaller reporting
company)                                
     Smaller reporting company  x





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


oYES     NO   x





APPLICABLE
ONLY TO CORPORATE ISSUERS:





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.






Class
            
            Outstanding at
      October 7, 2009COMMON STOCK -
      $ .10 PAR VALUE
            
            762,857NON VOTING COMMON
      STOCK - $ .10 PAR VALUE
            
            ----






1





ITEM
      1.   FINANCIAL STATEMENTSFINANCIAL
      INFORMATION
              
              AMERICAN
      CONSUMERS, INC.
              
              CONDENSED
      STATEMENTS OF INCOME AND RETAINED EARNINGS
              
              (UNAUDITED)  THIRTEEN WEEKS ENDEDAugust 29,
                2009
              
              
              August 30,
                2008NET
      SALES
              
              $
              8,643,898
              
              
              $
              8,785,280COST
      OF GOODS SOLD
              
              
              6,611,907
              
              
              
              6,699,136Gross
      Margin
              
              
              2,031,991
              
              
              
              2,086,144OPERATING,
      GENERAL AND ADMINISTRATIVE EXPENSES
              
              
              2,060,467
              
              
              
              2,109,130Operating
      Loss
              
              
              (28,476
              )
              
              
              (22,986
              )OTHER
      INCOME (EXPENSE)Interest
      income
              
              
              1,880
              
              
              
              2,651Other
      income
              
              
              23,167
              
              
              
              26,092Loss
      on disposal of equipment
              
              
              ---
              
              
              
              (569
              )Interest
      expense
              
              
              (13,402
              )
              
              
              (7,847
              )Loss
      Before Income Taxes
              
              
              (16,831
              )
              
              
              (2,659
              )INCOME
      TAXES
              
              
              —
              
              
              
              —NET
      LOSS
              
              
              (16,831
              )
              
              
              (2,659
              )RETAINED
      EARNINGS:Beginning
              
              
              1,064,534
              
              
              
              1,004,859Redemption
      of common stock
              
              
              (81
              )
              
              
              —Ending
              
              $
              1,047,622
              
              
              $
              1,002,200PER
      SHARE:Net
      loss
              
              $
              (0.022
              )
              
              $
              (0.003
              )Cash
      dividends
              
              $
              —
              
              
              $
              —WEIGHTED
      AVERAGE NUMBEROF
      SHARES OUTSTANDING
              
              
              767,359
              
              
              
              781,779See
      Notes to Financial Statements








2


FINANCIAL
      INFORMATION
              
              AMERICAN
      CONSUMERS, INC.
              
              CONDENSED
      BALANCE SHEETSAugust 29,
              2009
            
            
            May 30,
              2009(Unaudited)--A S S E T
      S--CURRENT
      ASSETSCash
      and cash equivalents
            
            $
            714,754
            
            
            $
            971,416Certificate
      of deposit
            
            
            310,731
            
            
            
            307,375Accounts
      receivable
            
            
            104,029
            
            
            
            122,646Inventories
            
            
            2,302,706
            
            
            
            2,283,909Prepaid
      expenses
            
            
            43,070
            
            
            
            33,513Total
      current assets
            
            
            3,475,290
            
            
            
            3,718,859PROPERTY
      AND EQUIPMENT - at costLeasehold
      improvements
            
            
            303,766
            
            
            
            303,766Furniture,
      fixtures and equipment
            
            
            3,110,036
            
            
            
            3,112,6063,413,802
            
            
            
            3,416,372Less
      accumulated depreciation
            
            
            (2,827,145
            )
            
            
            (2,804,322
            )586,657
            
            
            
            612,050TOTAL
      ASSETS
            
            $
            4,061,947
            
            
            $
            4,330,909--LIABILITIES
      AND STOCKHOLDERS' EQUITY--CURRENT
      LIABILITIESAccounts
      payable
            
            $
            742,054
            
            
            $
            766,878Book
      overdraft
              Short-term
      borrowings
            
            
            40,253
      800,148
            
            
            
            394,631
      596,660Current
      maturities of long-term debt
            
            
            116,348
            
            
            
            117,774Accrued
      sales tax
            
            
            89,846
            
            
            
            94,446Other
            
            
            206,432
            
            
            
            247,845Total
      current liabilities
            
            
            1,995,081
            
            
            
            2,218,234LONG-TERM
      DEBT
            
            
            303,531
            
            
            
            331,285STOCKHOLDERS'
      EQUITYNonvoting
      preferred stock – authorized 5,000,000shares
      of no par value; no shares issued
            
            
            —
            
            
            
            —Nonvoting
      common stock – authorized 5,000,000shares-$.10
      par value; no shares issued
            
            
            —
            
            
            
            —Common
      stock - $.10 par value; authorized 5,000,000shares;
      shares issued of 766,351 and 767,576
            
            
            76,635
            
            
            
            76,758Additional
      paid-in capital
            
            
            639,078
            
            
            
            640,098Retained
      earnings
            
            
            1,047,622
            
            
            
            1,064,534Total
      Stockholders' Equity
            
            
            1,763,335
            
            
            
            1,781,390TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            4,061,947
            
            
            $
            4,330,909See
      Notes to Financial Statements





3





FINANCIAL
      INFORMATION
              AMERICAN
      CONSUMERS, INC.
              CONDENSED
      STATEMENTS OF CASH FLOWS
              (UNAUDITED)THIRTEEN WEEKS ENDEDAugust
      29,
              2009
            
            
            August
      30,
              2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Loss
            
            $
            (16,831
            )
            
            $
            (2,659
            )Adjustments
      to reconcile net loss tonet
      cash used in operating activities:Depreciation
      and amortization
            
            
            31,368
            
            
            
            27,926Change
      in operating assets and liabilities:Accounts
      receivable
            
            
            18,617
            
            
            
            (16,190
            )Inventories
            
            
            (18,797
            )
            
            
            (49,918
            )Prepaid
      expenses
            
            
            (9,557
            )
            
            
            (31,867
            )Accounts
      payable
            
            
            (24,824
            )
            
            
            (12,598
            )Accrued
      sales tax
            
            
            (4,600
            )
            
            
            (42,251
            )Other
      accrued liabilities
            
            
            (41,413
            )
            
            
            (46,261
            )Book
      overdraft
            
            
            (354,378
            )
            
            
            (167,066
            )Net
      cash used in operating activities
            
            
            (420,415
            )
            
            
            (340,884
            )CASH
      FLOWS FROM INVESTING ACTIVITIESDecrease
      (Increase) in certificate of deposit
            
            
            (3,356
            )
            
            
            11,884Purchase
      of property and equipment
            
            
            (5,975
            )
            
            
            (51,635
            )Net
      cash used in investing activities
            
            
            (9,331
            )
            
            
            (39,751
            )CASH
      FLOWS FROM FINANCING ACTIVITIESNet
      increase in short-term borrowings
            
            
            203,488
            
            
            
            259,815Proceeds
      from long-term debt
            
            
            —
            
            
            
            112,000Principal payments on long-term debt
            
            
            (29,180
            )
            
            
            (13,153
            )Redemption
      of common stock
            
            
            (1,224
            )
            
            
            —Net
      cash provided by financing activities
            
            
            173,084
            
            
            
            358,662Net
      decrease in cash
            
            
            (256,662
            )
            
            
            (21,973
            )Cash
      and cash equivalents at beginning of period
            
            
            971,416
            
            
            
            741,440Cash
      and cash equivalents at end of period
            
            $
            714,754
            
            
            $
            719,467SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid during the quarter for:
              Interest
            
            $
            13,402
            
            
            $
            7,847See
      Notes to Financial Statements




4





AMERICAN
CONSUMERS, INC.


NOTES TO
FINANCIAL STATEMENTS




(1)           Basis
of Presentation.




The
financial statements have been prepared in conformity with accounting principles
generally accepted in the United States of America.





The
interim financial statements have not been audited and should be read in
conjunction with the notes to the financial statements presented in the
Corporation’s 2009 Annual Report to Shareholders.  The quarterly
financial statements reflect all adjustments which are, in the opinion of
management, necessary for a fair presentation of the results for interim
periods.  All such adjustments are of a normal recurring
nature.  The results for the interim periods are not necessarily
indicative of the results to be expected for the complete fiscal
year.




Commitments
and Contingencies.




Ordinary
course capital expenditures for replacements of store equipment during fiscal
2010 are estimated to be $100,000 or less, which we expect to be funded from
operating cash flows.  In addition to these expected equipment
replacements, up to three vehicles may have to be replaced during 2010 at an
estimated cost of approximately $25,000 each.  We also may have to
replace the Company’s maintenance vehicle during fiscal 2010 at an estimated
cost of approximately $30,000 to $35,000.  We expect to fund these
vehicle replacements through either bank or manufacturer financing, whichever
will provide the Company with the most favorable terms.  While
management is attempting to postpone future store improvements (which would
include, among other things, replacement of certain older refrigeration
equipment with more modern, attractive and energy-efficient cases), such
improvements may be necessary prior to the end of fiscal 2010.  We
cannot reliably estimate the cost of any such improvements at the present time,
but we will attempt to manage the costs and the timing of such improvements in a
manner which both contains the Company’s overall costs and allows us to finance
these costs on the most favorable terms that we are able to obtain.





The
Company has a 401(k) plan that is administered by Capital Bank and Trust
Company.  Participation in the plan is available to all full-time
employees.  The Company’s annual contributions to the plan are
discretionary.  The Company’s contribution to the plan was $7,500 in
each of fiscal years 2009 and 2008.





(3)           Cost
of Goods Sold.




Cost of
goods sold is comprised of the cost of purchasing the Company’s products (such
as groceries and other vendor-supplied products) which are sold during the
period.  Cost of goods sold is equal to the beginning inventory, plus
the cost of goods purchased during the period, less the amount comprising ending
inventory.  The cost of goods sold shown on the Company’s Statement of
Income and Retained Earnings is presented net of rebates from
suppliers.  These rebates represent cash consideration received from
suppliers based primarily on the Company’s volume of purchases from such
suppliers.  These rebates do not include reimbursement of costs
incurred to sell the supplier’s products.  In accordance with EITF
02-16, the Company applies rebates from suppliers (excluding rebates for
advertising costs) as a reduction in cost of goods sold.


5


(4)           Subsequent
Events.




Management
has performed an evaluation of subsequent events through October 12, 2009, the
date these statements were available for issuance.





On Sunday
night, September 20, 2009, a storm drain became clogged due to heavy rains in
the parking lot of our store in LaFayette, Georgia.  Water entered the
store through the front door and engulfed the bottom shelves in the
store.  The store also suffered a disruption in its supply of
electrical power during the night, resulting in an additional loss of
merchandise due to lack of refrigeration.  While management has not
yet finalized its calculations of the loss, current estimates are as
follows:




Grocery
      Merchandise
            
            $
            35,150Meat
      Merchandise
            
            
            32,944Produce
            
            
            2,308Labor for
      cleanup
            
            
            7,367Parts for
      repairs
            
            
            2,396Postec-equipment/repairs
            
            
            6,486Total
      estimated direct losses
            
            $
            86,651




In
addition to the above costs, the store was closed for three days while power was
being restored and the store cleaned in preparation for review by the Georgia
Department of Agriculture.  Management estimates that this closure
resulted in lost sales of approximately $45,000.  An insurance claim
will be filed and claims will also be submitted to the Federal Emergency
Management Agency (FEMA) and Georgia Emergency Management Agency (GEMA) in an
attempt to receive reimbursement for the loss.  Recoveries, if any, cannot
be reliably estimated at this time.





In
addition to the matters described above, additional pending matters, such as
costs for tile repair work, may result in an increase in the current estimated
losses.


6


ITEM
2


MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION
AND RESULTS OF OPERATIONS




RESULTS OF
OPERATIONS





THIRTEEN WEEKS ENDEDAugust
      29,
              2009
            
            
            August
      30,
              2008Sales
            
            $
            8,643,898
            
            
            $
            8,785,280%
      Sales Increase (Decrease)
            
            
            (1.61
            %)
            
            
            0.51
            %Gross
      Margin %
            
            
            23.51
            %
            
            
            23.75
            %Operating,
      General and Administrative Expenses:Amount
            
            $
            2,060,467
            
            
            $
            2,109,130%
      of Sales
            
            
            23.84
            %
            
            
            24.01
            %Net
      Loss
            
            $
            (16,831
            )
            
            $
            (2,659
            )





Overview:





American
Consumers, Inc. (the “Company”), operates eight (8) self-service supermarkets
within a compact geographical area that comprises Northwest Georgia, Northeast
Alabama, and Southeast Tennessee.  All of our supermarkets are
operated under the name “Shop-Rite,” and are engaged in the retail sale of
groceries including meats, fresh produce, dairy products, frozen foods, bakery
products, tobacco products, and miscellaneous other non-food items.





The
Company lost $16,831 during the quarter (thirteen weeks) ended August 29,
2009.  Sales decreased by 1.61%, from $8,785,280 to
$8,643,898.  This $141,382 decrease in sales was due in part to the
lower prices (both wholesale and retail) on milk and other dairy products during
the current quarter as compared to the prior year period, as well as to our
customers continuing to alter their buying habits by switching from national
brands to private label brands which carry lower retail prices.  The
gross margin was down slightly, from 23.75% to 23.51%, impacting net income by
approximately $21,000.  Another factor contributing to the net loss
for the quarter was a $5,555 increase in interest expense, due largely to
additional debt incurred since the first quarter of fiscal 2009 to finance the
replacement cycle for the Company’s electronic cash registers and scanning
equipment that was completed during fiscal 2009.  The decrease in
sales and gross margin, and the increased interest expense, were partially
offset by a decrease of $48,663 in operating, general and administrative
expenses.  As discussed in more detail below, the decrease in these
expenses was primarily due to decreases in repairs and maintenance, professional
fees, service charges and bad checks expense.





The
Company operated at a loss of $2,659 for the thirteen weeks ended August 30,
2008, after showing profits for each of the eight previous
quarters.  Although sales increased by $44,398 (or 0.51%), operating,
general and administrative expenses increased $92,024 (or 0.93% as a percentage
of sales), resulting in the small net loss.  The sales increases
experienced for fiscal years 2007 and 2008 and for the first quarter of fiscal
2009 were less than those experienced during fiscal years 2005 and 2006, due in
part to the absence of new store openings and certain major sales promotions,
which significantly impacted the increases reported for the 2005 and 2006 fiscal
years.  While the gross margin for the first quarter of fiscal 2009
was slightly down from the 23.85% gross margin achieved for fiscal year 2008,
the 23.75% gross margin represented a slight improvement as compared to 23.38%
for the comparable quarter of the prior


7


year,
which helped offset the increase in operating, general and administrative
expenses to keep the loss for the quarter low.  The increased expenses
during the quarter were due primarily to increases in store wages, increases in
group insurance premiums, utility costs and professional services.





Management
actively monitors both the gross margin and the company’s retail pricing
structure in an attempt to maximize profitability.  Management began
working on the Company’s gross margin during the quarter ended August 31, 2002,
at which time the gross margin stood at 22.79% for the fiscal year ended June 1,
2002.  While occasional improvements in gross profit have been seen in
recent periods, such as the 24.55% gross margin we achieved for fiscal 2009 as
compared to the gross margins of 23.85% for fiscal 2008 and 23.73% for fiscal
2007, it is difficult to maintain a trend of consistent improvement in the gross
margin due to competitive conditions which often delay the Company’s ability to
pass through price increases experienced at the wholesale level.  The
23.51% gross margin realized for the first quarter of fiscal 2010 compares to a
gross margin of 23.75% for the first quarter ended August 30, 2008 and 23.38%
for the first quarter ended September 1, 2007, indicating a trend of lower gross
margins for the first quarter of the last three fiscal years.  This
reduction is due to the sales mix during months of June, July and August which
comprise the quarter, as well as to sales promotions run each year for the
fourth of July in order to maintain market share during the holiday
week.  While management attempts to offset increases in its cost
through pricing adjustments as competition allows, further improvements in the
gross margin may not be achievable at this time, and further deterioration in
the Company’s gross margin is possible.





Management
believes that competitive pressures on the Company, which have led to the losses
experienced in two out of the last five fiscal years, will continue to increase
over time as a result of competitors opening more new stores in the Company’s
trade area.  These competitors have greater financial resources than
those of the Company, and may be able to obtain preferential treatment from
suppliers in the form of advertising allowances, lower prices and other
concessions not available to the Company.  These factors allow our
competitors to engage in aggressive pricing and promotional activities that the
Company cannot match, putting us at a competitive disadvantage.  In
response to these developments, management will continue seeking to manage the
Company’s pricing structure to produce the most favorable balance between
increases in sales, which help to offset our fixed operating expenses, and the
gross margin, which determines the profitability of the additional
sales.  We will attempt to improve the gross margin and increase
profitability by working to obtain the lowest cost for the Company’s inventory,
and as competition permits, by periodically implementing adjustments in the
Company’s overall mix of retail prices.





Our gross
margins may not be directly comparable to those of our larger competitors, since
some of those companies may include the costs of their internal distribution
networks in cost of goods sold – thus impacting the gross margin – while others
reflect such costs elsewhere (such as in operating, general and administrative
expenses).  Unlike many of the larger grocery store chains with which
we compete, the Company does not have an internal distribution
network.  Inventory is delivered directly to our individual store
locations by our wholesale supplier, which recovers its distribution costs
through the markup that it charges to the Company.  Accordingly, our
cost of goods sold as reflected in the Company’s financial statements is
comprised principally of our direct wholesale cost for the acquisition of such
inventory, net of applicable rebates and allowances as discussed under
“Inventories” in Note 1 of the financial statements presented in the Company’s
2009 Annual Report to Shareholders.


8





Management
has been working to contain increases in operating, general and administrative
expenses as much as possible.  While these expenses have continued to
rise in recent periods, we achieved a small measure of success in these efforts
for the current quarter, with such expenses decreasing by $48,663, or 0.17% as a
percentage of sales, as compared to the same period last year.  On
July 24, 2009 the minimum wage increased again, resulting in increased payroll
expenses during the most recent quarter.  Increases in group insurance
premiums and utility costs also partially offset the decreases in expenses
mentioned above.  Management continues to monitor these expenses and
continues to evaluate the performance of each of our grocery store locations to
determine their long-term value to the Company.  Cost increases,
combined with the relatively fixed nature of certain of our expenses, mean that
any future decrease in sales due to the effects of ongoing competition will
likely erode the improvements in these expenses as a percentage of sales that we
have experienced in recent periods, which could affect the Company’s operating
profits.  A more detailed discussion of these expenses and related
changes for the periods presented is set forth below under the caption
“Operating, General and Administrative Expenses.”





In
summary, the decrease in sales and gross margin and decreases in interest
income, other income and an increase in interest expense (due to the new
equipment financing) contributed significantly to the loss of $16,831 for the
current quarter as compared to a net loss of $2,659 for the same quarter of the
prior year.  The impact of these items was somewhat offset by a
decrease of $48,663 in operating, general and administrative
expenses.  Interest income (principally comprised of interest on our
certificate of deposit) decreased from $2,651 to $1,880 due primarily to a
decrease in the interest rate at last renewal.





Sales:





As
mentioned above, sales decreased by $141,382 (or 1.61%) from the same quarter a
year ago. Six of the Company’s stores experienced sales decreases, ranging from
0.11% to 7.00%.  The two remaining stores showed increased sales for
the current quarter of 0.19% and 2.15%, respectively.  A reduction in
the retail sales prices of dairy items was one factor contributing to the
overall sales decrease.  The current quarter also continued the recent
trend of customers purchasing more private label merchandise, which normally
retails at lower prices than national brands.  One location continues
to be adversely impacted by another tenant having moved out of the shopping
center where it is located during fiscal 2006 and been replaced by another
tenant which does not generate as much traffic.  Another tenant is
currently trying to open in the center, the impact of which is not yet known,
but generally unfavorable traffic pattern conditions also continue to exist at
that location.  We will continue to attempt to maintain overall sales
levels through active management of the Company’s advertising programs, product
selection and overall mix of retail prices throughout the year.  We
believe that offering a broader selection of generic and private label
merchandise than some of our competitors may have helped bolster sales in recent
periods, as customers seek out more of these goods to economize on their grocery
spending.  It is hoped that these trends in consumer preferences will
continue and, together with the availability of our check cashing program for
customers, will assist us in maintaining sales and thereby offsetting some of
the Company’s own increased costs.





Sales
increased by $44,398 (or 0.51%) for the three months ended August 30, 2008 as
compared to the three month period ended September 1, 2007.  Sales
were up at five of the Company’s stores, with increases ranging from 0.59% to
6.29%, while sales were down at three of the


9


Company’s
stores, with decreases ranging from 3.66% to 9.12%.  The stores with
sales decreases suffered from increased competition in their local market areas
as compared to the prior year period, in addition to the adverse location issues
discussed above that impacted one of these stores.  In addition to the
factors discussed above as ongoing drivers of Company sales, we also believe
that the continuing effects of high gas prices during the first quarter of
fiscal 2009 contributed to the sales increases experienced for the period, as
consumers chose to purchase more groceries for home meal preparation to reduce
their spending at restaurants, and to patronize grocery stores located closer to
their homes.





Gross
Margin:





The
Company’s gross margin for the quarter ended on August 29, 2009 decreased by
0.24% to 23.51% from 23.75% for the same quarter a year ago, which also
represented a decrease of 1.04% from the 24.55% gross margin we achieved for
fiscal 2009.  Management is attempting to keep the gross margin in
line through strategic pricing adjustments while competing with larger chains
with more resources available to them to reduce the impact of lower gross
margins.  If management is forced to reduce the gross margin in order
to remain competitive such a decrease would have unfavorable effects on the
Company’s net income.  In recent years, the gross margin for the first
quarter of our fiscal year has been lower than the level typically achieved
other three quarters, due to sales mix and seasonal fourth of July promotions,
as discussed above.





The
Company’s gross margin percentage for the three months ended August 30, 2008
increased by 0.37% as compared to the same quarter of the prior
year.  While this represented a slight decrease from the 23.85% gross
margin realized for fiscal 2008, it was in the range of gross margins
experienced for the four quarters of fiscal 2008, which ranged from 23.25% to
24.83%.





Operating, General and
Administrative Expenses:





The
Company’s ongoing operating, general and administrative expenses are comprised
mainly of personnel salary and related payroll costs, utilities and telephone
expenses, rental payments for leased locations, insurance expense, advertising
and promotion expense, general and office supplies expense, repairs and
maintenance, depreciation expense, bank service charges and credit card fees,
bad checks expense, professional fees, and other minor miscellaneous
expenses.  In accordance with EITF 02-16, advertising rebates received
from suppliers are deducted from advertising expense within this
category.





The
following table details the components of operating, general and administrative
expenses, both in absolute terms and as a percentage of the total of all such
expenses, for the quarters ended August 29, 2009 and August 30,
2008:


10





Expense Item
            
            First
      Quarter
              2009 Amount
            
            %
      of First Qtr.
              2009 Total
            
            First
      Quarter
              2008 Amount
            
            %
      of First Qtr.
              2008 TotalPayroll
            
            $
      1,055,600
            
            51.3
            
            $
      1,044,087
            
            49.5Utilities
      & telephone expense
            
            202,606
            
            9.8
            
            195,860
            
            9.3Rent
            
            168,500
            
            8.2
            
            165,781
            
            7.9Insurance
            
            151,361
            
            7.3
            
            146,976
            
            7.0Advertising
      & promotion
            
            125,768
            
            6.1
            
            130,829
            
            6.2General
      & office supplies
            
            99,631
            
            4.8
            
            103,406
            
            4.9Repairs
      & maintenance
            
            58,712
            
            2.8
            
            84,062
            
            4.0Depreciation
            
            31,368
            
            1.5
            
            27,926
            
            1.3Bank
      service charges and credit card fees
            
            32,680
            
            1.6
            
            37,102
            
            1.8Bad
      checks
            
            9,499
            
            0.5
            
            43,061
            
            2.0Professional
      fees
            
            63,919
            
            3.1
            
            70,449
            
            3.3All
      other misc.
            
            60,823
            
            3.0
            
            59,591
            
            2.8TOTAL
            
            $2,060,467
            
            100.0
            
            $2,109,130
            
            100.0





Operating,
general and administrative expenses for the first quarter of fiscal 2010
decreased by $48,663 (or 2.3%) as compared to the first quarter of fiscal 2009,
as increases totaling $30,037 in payroll, utilities and telephone expense, rent,
insurance, depreciation and other miscellaneous expenses were more than offset
by decreases totaling $78,700 in advertising and promotion expense, general
& office supplies expense, repairs and maintenance, bank service charges and
credit card fees, professional fees, and bad checks expense.





Payroll
expense increased by $11,513 (or 1.1%), reflecting the impact of the third in a
series of Federally mandated increases in the minimum wage, partially offset by
management efforts to contain these cost increases through the use of more
efficient employee scheduling.  Utilities and telephone expense
increased by $6,746 (or 3.4%), primarily due to increased energy
costs.  Insurance expense increased by $4,385 (or 3.0%), due to an
increase in the Company’s group life, health and disability insurance premiums
that took effect January 1, 2009, partially offset by a reduction in the
Company’s other insurance premiums.  Rent increased by $2,719 (or
1.6%) due to the renewal of leases at certain of the Company’s
stores.  Depreciation expense increased by $3,442 (or 12.3%),
reflecting the impact of the new cash registers, scanning equipment and other
assets purchased during fiscal 2009.  Other expenses increased by
$1,232 (or 2.1%), due to increases in various miscellaneous expenses not
otherwise classified.  The $5,061 (or 3.9%) decrease in advertising
and promotion expense resulted from a decrease in the cost of a promotional
program tied to the cost of milk, which also decreased during the first quarter
compared to the same quarter a year ago, as well as management’s efforts to
reduce amounts spent on advertising.  The reduction of $3,775 (or
3.7%) in general and office supplies expense is due primarily to a reduction in
supplies ordered due to the decrease in sales.  The first quarter
benefited from a large reduction in repairs and maintenance expense ($25,350, or
30.2% as compared to the prior year period), as we experienced significantly
fewer repairs and maintenance issues as compared to the first quarter of fiscal
2009.  This reduction is not expected to continue, however, and we are
unable to reliably forecast future fluctuations in this expense


11


due to
the age of most of our equipment (apart from the recently replaced registers)
and the inability to predict major equipment failures.  Bank service
charges and credit card fees decreased by $4,422 (or 11.9%), due mainly to the
Company changing service providers for the handling of credit card
activity.  Professional fees were down by $6,530 (or 9.3%) for the
current quarter as compared to the first quarter of fiscal 2009, but may
increase by year end due to ongoing compliance with the Sarbanes-Oxley Act of
2002.  Such fees are also expected to further increase the following
year, due to the requirement for the Company to begin including an annual
attestation report by our independent auditors addressing the effectiveness of
our internal control over financial reporting which, following another recently
announced extension by the regulators, will now apply for the first time with
our annual report for fiscal 2011.  Finally, the quarter also
benefited from a very significant reduction of $33,562 (or 77.9%) in bad checks
expense, which more than offset $8,358 of professional fees associated with
switching all of our stores to a new provider for bad check collection and
control services during fiscal 2009.





Operating,
general and administrative expenses for the quarter ended August 30, 2008
increased by $92,024 over the same quarter of the prior year.  Payroll
expense increased by $47,930 (or 4.81%), due in part to the federally mandated
increases in the minimum wage that took effect on July 24, 2007 and again on
July 24, 2008.  Utilities and telephone expense increased by $20,291
(or 11.56%) as energy costs continued to rise.  Rent expense was up
$3,572 (or 2.20%) due primarily to an increase in the monthly base rent when a
lease was renewed at one location.  Insurance increased by $5,543 (or
3.92%) due to increased premiums under the Company’s health insurance package
maintained for employees, partially offset by a decrease in the premiums for the
Company’s workmen’s compensation package and commercial liability
coverage.  General and office supplies increased by $2,061 (or 2.03%)
due to increased cost of paper, operating supplies and other office
supplies.  Professional fees increased $27,784 (or 65.12%) as compared
to the same quarter last year, as costs to comply with the Sarbanes-Oxley Act
continued to rise, including significant increases in utilization of legal
services and other outside consulting fees related to compliance with the
internal controls provisions of Section 404 of such Act.  All other
expenses increased $2,114 (or 3.68%).  Expense categories where we
experienced decreases during the quarter included a decrease of $6,253 (or
4.56%) in advertising and promotion expense due to management’s efforts to
control these costs by reducing the amount of certain of these
activities.  Repairs and maintenance expenses were down $5,597 (or
6.24%) due to the reduction in repairs to equipment during the
quarter.  Depreciation decreased $2,908 (or 9.43%) due to the age and
fully depreciated status of much of our equipment, in particular the cash
register and scanning equipment that was replaced during fiscal
2009.  Bank service charges and credit card fees decreased by $590 (or
1.57%), due primarily to the impact of the cash management system implemented by
the Company since the first quarter of fiscal 2007.  The Company also
was in the process, during this time, of changing to the provider which now
handles its credit and debit card processing services and has helped to reduce
this expense.  Bad checks expense decreased $1,923 (or 4.27%), as
management began transitioning the Company to the new provider of bad check
collection services that was fully phased in during fiscal 2009, as well as
implementing improved store level procedures.





Interest and Other
Income:





Other
income (not including interest income) decreased $2,925 (or 11.2%) for the
quarter ended August 29, 2009 as compared to the quarter ended August 30,
2008.  The components of other









12


income
for the quarters ended August 29, 2009 and August 30, 2008, apart from interest
income, were as follows:




THIRTEEN WEEKS ENDEDDescription
            
            August 29, 2009
            
            
            August 30, 2008Check
      cashing fees
            
            $
            15,008
            
            
            $
            19,624Funds
      for handling money orders/transfers
            
            
            1,447
            
            
            
            571Vendor’s
      compensation from the States of
              Alabama
      and Georgia for collecting and
              remitting
      sales taxes on a timely basis
            
            
            3,616
            
            
            
            3,865Returned
      check fees
            
            
            3,029
            
            
            
            1,465Revenue
      related to Fed-Ex shipments/other
            
            
            67
            
            
            
            567TOTAL
            
            $
            23,167
            
            
            $
            26,092





The
decrease in check cashing fees for the first quarter of 2009 reflects a
reduction in the activity of cash checking, as management attempts to more
closely monitor the acceptance of bad checks. As discussed above, a new system
is in place at all of the Company’s stores at the end of the quarter ended
August 29, 2009 and the new system scans checks when presented and rejects any
checks not deemed good by the system’s database.  Other changes in the
components of other income presented above relate primarily to variations in the
volume of the associated activity or service provided by the Company during each
of the fiscal quarters presented.  Interest income decreased by $771
as compared to the first quarter of fiscal 2009, due primarily to the re-pricing
of the interest rate on the Company’s certificate of deposit at the latest
renewal date.





Income
Taxes:





The
Company accounts for income taxes in accordance with the provisions of SFAS No.
109, “Accounting for Income Taxes,” which requires that deferred income taxes be
determined based on the estimated future tax effects of differences between the
financial statement and tax bases of assets and liabilities given the provisions
of the enacted tax laws.  Valuation allowances are used to reduce
deferred tax assets to the amount considered likely to be realized.





No
amounts have been provided for current and deferred federal and state tax
expense in the statements of income for the thirteen weeks ended August 29, 2009
or August 30, 2008, as a result of a continued net operating loss carry-forward
and the related full valuation of the Company’s net deferred tax
assets.





Inflation:





The
Company continues to seek ways to cope with the threat of
inflation.  To the extent permitted by competition, increased costs of
goods and services to the Company are reflected in increased selling prices for
the Company’s goods.  However, competitive conditions often delay our
ability to pass through price increases experienced at the wholesale
level.  When the Company is forced to raise overall prices of its
goods, the Company attempts to preserve its market share by competitive pricing
strategies that emphasize weekly-advertised specials.


13





FINANCIAL
CONDITION





Liquidity and Capital
Resources:





Changes
in the Company’s liquidity and capital resources during the periods presented
resulted primarily from the following:





Cash
Flows from Operating Activities





During
the thirteen week quarter ended August 29, 2009, the Company used $420,415 in
cash flow from operating activities.  In addition to the Company’s net
loss of $16,831 for the quarter, other uses of cash included a decrease of
$354,378 in the book overdraft as compared to fiscal 2009 year end (resulting
from the timing impact of draws and repayments on our revolving line of credit
in conjunction with the associated cash management feature), a $18,797 increase
in inventories (due primarily to continued increases in wholesale costs, but
also reflecting increases in certain orders from our supplier to mitigate cost
increases by taking advantage of certain promotional programs), a $9,557
increase in prepaid expenses as a result of the timing of payments of insurance
premiums during the current quarter, a $24,824 decrease in accounts payable due
to a reduction in trade payables owed as a result of decreased sales, a $4,600
reduction in sales taxes owed as a result of decreased sales, and a $41,413
reduction in other accrued liabilities due to a reduction in accrued management
bonuses in current quarter as compared to the prior year period, as well as to
differences in the timing of payments on certain other liabilities in comparing
the two periods presented.  Offsetting sources of operating cash flow
during the quarter included the impact of non-cash depreciation charges in the
amount of $31,368 and a $18,617 decrease in accounts receivable (due to a
decrease in the amount of supplier rebates owed to the Company at the end of the
quarter, as a result of changes in available supplier rebate promotions in
relation to the mix of merchandise ordered by the Company during the two periods
presented).





During
the thirteen week quarter ended August 30, 2008, the Company used $340,884 in
cash flow from operating activities.  In addition to the Company’s net
loss of $2,659 for the quarter, other uses of cash included a $167,066 reduction
in the book overdraft as compared to fiscal 2008 year end (resulting from a
combination of additional draws on our revolving line of credit plus timing
differences between draws and disbursements under the new equipment loan, which
increased cash balances as of the August 30 balance sheet date), a $49,918
increase in inventories (due primarily to continued increases in wholesale
costs, but also reflecting increases in certain orders from our supplier to
mitigate cost increases by taking advantage of certain promotional programs), a
$46,261 decrease in other accrued liabilities (due primarily to $38,498 in
officer bonuses that were accrued at year end based on the Company’s fiscal 2008
net income but were paid during the first quarter of fiscal 2009), a $42,251
decrease in accrued sales taxes (due primarily to the fact that the final month
of the May 2008 quarter had five weeks of sales, whereas the final month of the
August quarter had only four weeks), a $31,867 increase in prepaid expenses (due
primarily to deposits paid to the manufacturer on the upgraded cash registers
and scanning equipment ordered for two additional stores), a $12,598 decrease in
accounts payable (resulting primarily from the timing of invoices paid during
the quarter), and a net increase of $16,190 in receivables (due primarily to a
$19,704 increase in receivables from our primary inventory supplier resulting
from increased orders to take advantage of their


14


promotion
program, as discussed above).  These uses of cash were partially
offset by the impact of $27,926 in non-cash depreciation charges.








Cash
Flows from Investing Activities





Investing
activities used $9,331 of cash flow during the thirteen weeks ended August 29,
2009, due to $5,975 of expenditures for the purchase of equipment consisting of
a computer, two scales and a freezer door and an increase in the Company’s
certificate of deposit in the amount of $3,356.





Investing
activities used $39,751 of cash flow during the thirteen weeks ended August 30,
2008, due to $51,635 of expenditures for the purchase of the upgraded cash
register and scanning equipment system for one store plus the purchase of a
produce scale, partially offset by a decrease in the Company’s certificate of
deposit in the amount of $11,884.








Cash
Flows from Financing Activities





Financing
activities provided $173,084 of additional cash flow during the thirteen weeks
ended August 29, 2009, as a net increase of $203,488 in short-term debt
(primarily outstanding borrowings under our line of credit) was partially offset
by payments on long-term debt in the amount of $29,180 and redemption of common
stock in the amount of $1,224.  The outstanding balance on our line of
credit fluctuates throughout each quarter, as amounts are continuously drawn and
repaid, based on the timing of expenditures and revenues, under the terms of the
cash management facility with our lender.





Financing
activities provided $358,662 of additional cash flow during the thirteen weeks
ended August 30, 2008, as a net increase of $259,815 in short-term debt
(primarily outstanding borrowings under our line of credit) and $112,000 of
additional long-term debt incurred to purchase cash register and scanning
equipment for two stores were partially offset by payments on long-term debt in
the amount of $13,153.





Overall,
the Company’s cash and cash equivalents decreased by $256,662 during the first
quarter of fiscal 2010 as compared to a decrease in cash and cash equivalents of
$21,973 for the first quarter of fiscal 2009.





The ratio
of current assets to current liabilities was 1.74 to 1 at the end of the latest
quarter, August 29, 2009 compared to 1.81 to 1 on August 30, 2008 and 1.68 to 1
at the end of the fiscal year ended on May 30, 2009.  Cash, cash
equivalents and the certificate of deposit constituted 29.51% of the total
current assets at August 29, 2009, as compared to 28.73% of the total current
assets at August 30, 2008 and 34.39% at May 30, 2009.  As previously
reported, the Company has increased its reliance on bank financing and working
capital management, and has limited additional capital spending where possible,
to maintain adequate liquidity to fund operations in connection with the
operating losses experienced in five out of the last ten years.  Our
liquidity situation has also benefited from a net reduction of approximately
$7,500 in the Company’s monthly debt service requirements over the past four
fiscal years, achieved through a combination of the retirement of long term debt
and our success in limiting the additional debt incurred to finance our
equipment replacements during fiscal 2009 to less than the
amount


15


originally
anticipated.  As employment and inventory costs increase, management
will continue to attempt to compensate for the increases through operational
efficiencies (including both efficient working capital management and seeking to
reduce other expenses where possible), and through seeking to continue the
favorable cash management arrangements with our primary lender.





Historically,
the Company has financed its working capital requirements principally through
its cash flow from operations.  Short-term borrowing to finance
inventory purchases is currently provided by the Company’s $800,000 line of
credit with Gateway Bank & Trust and through borrowings from related
parties, as discussed below.  The bank line of credit has a 12 month
term which requires that it be renewed in May of each year and contains a
borrowing base provision that limits the maximum outstanding indebtedness to
forty percent (40%) of the value of the Company’s inventory, as measured on a
quarterly basis.  As of August 29, 2009, we had $370 available to be
borrowed under the line of credit.  The bank line of credit is secured
by the Company’s certificate of deposit, as well as by a security interest in
substantially all of our accounts receivable, inventory, machines and equipment,
furniture and fixtures and by personal guarantees of Michael A. Richardson and
Paul R. Cook, the Company’s President and CEO and Executive Vice President and
CFO, respectively.  While we believe that these sources will continue
to provide us with adequate liquidity to supply the Company’s working capital
needs, if the Company’s operating losses were to increase relative to
depreciation and other non-cash charges, our operating cash flows could be
adversely affected.  If this happens, we could be required to seek
additional financing through bank loans, or other sources, in order to meet our
working capital needs.  If we were required to seek such additional
financing and were not able to obtain it, or were unable to do so on
commercially reasonable terms, we could be required to reduce the Company’s
current level of operations in order to lower our working capital requirements
to a level that our present financing arrangements would support.





Short-term
borrowings as of specific dates are presented below:





August
      29,
              2009
            
            
            May
      30,
              2009
            
            
            August
      30,
              2008Michael
      and Diana Richardson
            
            $
            —
            
            
            $
            —
            
            
            $
            9,906Matthew
      Richardson
            
            
            518
            
            
            
            510
            
            
            
            1,589Line
      of Credit
            
            
            799,630
            
            
            
            596,150
            
            
            
            671,140TOTAL
            
            $
            800,148
            
            
            $
            596,660
            
            
            $
            682,635





During
the quarter ended August 29, 2009, we increased the Company’s borrowings from
related parties by a net amount of $8 (reflecting additional interest accrued)
and also increased the outstanding balance under the line of credit by a net
amount of $203,480.  We paid a total of $6,317 and $4,148 in interest
on the Company’s outstanding borrowings under its bank line of credit during the
first quarter of fiscal years 2010 and 2009, respectively.





The
Company’s line of credit with Gateway Bank & Trust bears interest at the
prime rate as published in The Wall Street
Journal, subject to a 6.0% floor.  The notes to Michael and
Diana Richardson and to Matthew Richardson are unsecured, payable on demand and
bear interest at .25% below the base rate charged by Gateway Bank & Trust on
the line of credit.  The note to Michael and Diana Richardson was paid
in full on March 12, 2009.  Michael Richardson is Chairman of the
Board and Chief Executive Officer of the Company.  Diana Richardson is
the wife of Michael Richardson, and Matthew Richardson is their
son.


16


Long-Term
Debt:





At August
29, 2009, long-term debt consisted of (A) a note payable to Gateway Bank &
Trust of $102,936 used to pay off Northwest Georgia Bank on a note which
financed, in December 2003, the addition of the Company’s eighth grocery store;
(B) six notes with an aggregate balance of $303,423 as of August 29, 2009,
executed during fiscal 2009 with Gateway Bank & Trust to finance the
replacement of cash registers and related equipment at six of the Company’s
retail outlets; and (C) three vehicle notes financed through Tennessee Valley
Federal Credit Union with an aggregate balance due at August 29, 2009 of
$13,520.  Long-term debt as of specific dates is presented
below:





August
      29,
              2009
            
            
            May
      30,
              2009
            
            
            August
      30,
              2008Six
      notes payable (two on August 30, 2008)
              to Gateway Bank &
      Trust;
              principal and interest due in
      monthly installments
              aggregating $6,685; interest at
      prime rate
              plus 0.5%with 6.00% floor, and
      maturities
              ranging from August 2013 through
      March 2014;
              collateralized by equipment,
      inventory and
              personal guarantees of the
      Company’s
              CEO and CFO
            
            $
            303,423
            
            
            $
            318,672
            
            
            $
            112,000Note payable to Gateway Bank
      & Trust;
              principal and interest due in
      monthly
              installments of $3,684, through
      April 2012;
              interest at prime rate with 6.00%
      floor;
              collateralized by equipment,
      inventory, and
              personal guarantees of the
      Company’s
              CEO and CFO
            
            
            102,936
            
            
            
            112,316
            
            
            
            139,662Three vehicle installment
      loans;
              principal and interest due in
      monthly installments
              aggregating $1,591; maturities
      ranging from
              January 2010 through July
      2010;
              collateralized by
      automobiles
            
            
            13,520
            
            
            
            18,071
            
            
            
            31,372$
            419,879
            
            
            $
            449,059
            
            
            $
            283,034Less current
      maturities
            
            
            116,348
            
            
            
            117,774
            
            
            
            75,398$
            303,531
            
            
            $
            331,285
            
            
            $
            207,636





The
following is a schedule by years of the amount of maturities of all long-term
debt subsequent to August 29, 2009:





Twelve
      Months
              Ending August
            
            Amount2010
            
            $
      116,3482011
            
            109,1702012
            
            94,1552013
            
            76,0622014
            
            24,144





During
the quarter ended August 29, 2009 retained earnings decreased as a result of the
Company’s net loss for the quarter.


17


Critical Accounting
Policies:





Critical
accounting policies are those policies that management believes are important to
the portrayal of the Company’s financial condition and results of operations and
require management’s most difficult, subjective or complex judgments, often as a
result of the need to make estimates about the effect of matters that are
inherently uncertain.  Management believes it has chosen accounting
policies that are appropriate to report accurately and fairly our operating
results and financial position, and we apply those accounting policies in a
consistent manner.  Our significant accounting policies are summarized
in Note 1 to the Financial Statements included in the Company’s Annual Report on
Form 10-K for the year ended May 30, 2009.





We
believe that the following accounting policies are the most critical in the
preparation of our financial statements because they involve the most difficult,
subjective or complex judgments about the effect of matters that are inherently
uncertain.





Use
of Estimates:





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues, and expenses, and
related disclosures of contingent assets and liabilities.  Management
determines its estimates based on historical experience and other factors
believed to be reasonable under the circumstances.  Actual results
could differ from those estimates.





Inventories:





All
inventories are valued at the lower of average cost or market, following the
Average Cost-to-Retail Method.  Under this method, inventory is stated
at average cost, which is determined by applying an average cost-to-retail ratio
to each similar merchandise category’s ending retail value.  If
average cost is determined to exceed market value, the impacted merchandise’s
carrying value is reduced to market value, with the reduction flowing through
current period earnings.  Management recognizes inventory shortages
throughout the year based on actual physical counts, which are performed on a
quarterly basis at each store location.





Vendor
Allowances:





The
Company receives funds for a variety of merchandising activities from vendors
whose products the Company buys for resale in its stores.  These
incentives and allowances include volume or purchase based incentives,
advertising allowances, and promotional discounts.  The purpose of
these incentives and allowances is generally to aid in the reduction of the
costs incurred by the Company for stocking, advertising, promoting and selling
the vendor’s products.  These allowances generally relate to
short-term arrangements with vendors, often relating to a period of one month or
less, and are typically negotiated on a purchase-by-purchase
basis.  Due to system constraints and the nature of certain
allowances, these allowances are applied as a reduction of inventory costs using
a rational and systematic methodology, which results in the recognition of these
incentives when the inventory related to the initial purchase is
sold.  Management recognized approximately $105,612 and $89,950 of
vendor allowances as a reduction in inventory costs for the thirteen weeks ended
August 29, 2009 and August 30, 2008, respectively.  Amounts that
represent a reimbursement of specific identifiable incremental
costs,


18


such as
advertising, are recorded as a reduction to the related expense in the period
that the related expense is incurred.  Management recognized
approximately $19,320 and $16,332 in advertising allowances recorded as a
reduction of advertising expense for the thirteen weeks ended August 29, 2009
and August 30, 2008, respectively.





Asset
Impairments:





Management
accounts for any impairment of its long-lived assets in accordance with
Statement of Financial Accounting Standards No. 144, “Accounting for the
Impairment or Disposal of Long-Lived Assets.”  Management monitors the
carrying value of its long-lived assets for potential impairment each quarter
based on whether any indicators of impairment have occurred.  As of
August 29, 2009 and August 30, 2008, no long-lived assets have been identified
by management as impaired.








Off-Balance Sheet
Arrangements:





The
Company had no significant off-balance sheet arrangements as of August 29,
2009.








Related Party
Transactions:





Except as
discussed above under “Liquidity and Capital Resources,” there were no material
related party transactions during the thirteen week period ended August 29,
2009.








Forward – Looking
Statements:





Information
provided by the Company, including written or oral statements made by its
representatives, may contain “forward looking information” as defined in Section
21E of the Securities Exchange Act of 1934, as amended.  All
statements which address activities, events or developments that the Company
expects or anticipates will or may occur in the future, including such things as
expansion and growth of the Company’s business, the effects of future
competition, future capital expenditures and the Company’s business strategy,
are forward-looking statements.  In reviewing such information it
should be kept in mind that actual results may differ materially from those
projected or suggested in such forward-looking statements.  This
forward-looking information is based on various factors and was derived
utilizing numerous assumptions.  Many of these factors previously have
been identified in filings or statements made on behalf of the Company,
including filings with the Securities and Exchange Commission on Forms 10-Q,
10-K and 8-K.  Important assumptions and other important factors that
could cause actual results to differ materially from those set forth in the
forward-looking statements include the following (in addition to those matters
discussed in the Risk Factors included in Part I, Item 1A of our Annual Report
on Form 10-K for the fiscal year ended May 30, 2009): changes in the general
economy or in the Company’s primary markets, the effects of ongoing price
competition from competitors (some of which have greater financial resources
than those of the Company), changes in consumer spending, the nature and extent
of continued consolidation in the grocery store industry, changes in the rate of
inflation, changes in state or federal legislation or regulation, adverse
determinations with respect to any litigation or other claims, inability to
develop new stores or complete remodels as rapidly as planned, stability of
product costs, supply


19


or
quality control problems with the Company’s vendors, and other issues and
uncertainties detailed from time-to-time in the Company’s filings with the
Securities and Exchange Commission.








ITEM
      3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
applicable.








ITEM
      4T.
            CONTROLS
      AND PROCEDURES





The
Company maintains disclosure controls and procedures (as defined in the
Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) designed to
ensure that information required to be disclosed in reports filed or submitted
under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and
forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by the Company in its reports that it files or submits under the
Exchange Act is accumulated and communicated to the Company’s management,
including its Chief Executive Officer (“CEO”) and Chief Financial Officer
(“CFO”), or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.





Management
of the Company also is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Section 13a-15(f)
of the Securities Exchange Act of 1934, as amended).  Internal control
over financial reporting is a process designed by, or under the supervision of,
the Company’s CEO and CFO to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of the Company’s
financial statements for external reporting purposes in conformity with U.S.
generally accepted accounting principles and include those policies and
procedures that (i) pertain to the maintenance of records that in
reasonable detail accurately and fairly reflect the transactions and disposition
of the assets of the Company; (ii) 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
(iii) 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.





Our
management, including our CEO and CFO, does not expect that our disclosure
controls and procedures or our internal control over financial reporting will
prevent or detect all errors and all fraud.  A control system, no
matter how well designed and operated, can provide only reasonable, not
absolute, assurance that the control system’s objectives will be
met.  Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs.  Because of the inherent
limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within the Company have been detected.  These inherent limitations
include the realities that judgments in decision-making can be faulty, and
that


20


breakdowns
can occur because of simple error or mistake.  Controls can also be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the controls.  Over time,
controls may become inadequate because of changes in conditions or deterioration
in the degree of compliance with associated policies or
procedures.  Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and not be
detected.





The
Company’s management, with the participation of its CEO and its CFO, evaluated
the effectiveness of our disclosure controls and procedures (as defined in the
Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) as of August
29, 2009.  Based on that evaluation, the Company’s Chief Executive
Officer and Chief Financial Officer concluded that the Company’s disclosure
controls and procedures were effective as of such date.





There
have been no changes in our internal control over financial reporting during our
most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.








21


AMERICAN CONSUMERS,
INC.





PART II — OTHER
INFORMATION








ITEM
      1A.
            RISK
      FACTORS





Information
regarding risk factors appears under the caption “Forward-Looking Statements” in
Part I, Item 2 of this Form 10-Q and in Part I, Item 1A of our Annual Report on
Form 10-K (as amended by Amendment No. 1 thereto on Form 10-K/A) for the fiscal
year ended May 30, 2009.  There have been no material changes from the
risk factors previously disclosed in our Annual Report on Form 10-K (as
amended).








ITEM
      2.
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS





(c)           Issuer
Repurchases:





The
following table presents information with respect to repurchases of common stock
made by the Company during the fiscal quarter covered by this
report:





Period
            
            Total
      Number
              of
      Shares
              Purchased (1)
            
            Average
              Price
              Paid
      per
              Share
            
            Total
      Number of
              Shares
      Purchased as
              Part
      of a Publicly
              Announced
      Plan
            
            Maximum
      Number of
              Shares
      that May Yet
              Be
      Purchased
              Under the
      PlanMay
      31 –
              June
      27, 2009
            
            —
            
            $1.00
            
            —
            
            —June
      28 –
              August 1, 2009
            
            —
            
            1.00
            
            —
            
            —August
      2 –
              August 29,
      2009
            
            1,224
            
            1.00
            
            —
            
            —Total
            
            1,224
            
            $1.00
            
            —
            
            —




(1)
            Represents
      shares repurchased at $1.00 per share in response to unsolicited requests
      from unaffiliated shareholders during the
  quarter.








ITEM
5                      OTHER
INFORMATION





On July
30, 2009, the Board of Directors of the Company, acting upon the recommendations
of management and the Board’s Compensation Committee, voted to make the
following changes to the compensation arrangements for the Company’s directors
(including the CEO and CFO):





·
            Effective
      September 1, 2009, the directors’ fee paid by the Company will increase
      from $300 per month to $325 per month.  As in the past,
      directors’ compensation also will include reimbursement for reasonable
      expenses incurred in attendance at meetings (applicable only to certain
      non-employee directors who must travel to attend such meetings, and
      directors who are members of the
Audit




22


Committee
and the Compensation Committee of the Board of Directors will not receive
additional compensation for such committee service.





·
            Additionally,
      director Paul R. Cook, who also serves as ACI’s Executive Vice President
      and Chief Financial Officer (the Company’s principal financial officer),
      was eligible in fiscal 2009 and prior fiscal years to receive a
      discretionary cash bonus equal to the fixed percentage (4%) of the
      Company’s net income before taxes for such year.  For fiscal
      2010, Mr. Cook will be eligible to receive a discretionary cash bonus
      equal to five percent (5%) of the Company’s net income before taxes for
      such year.





The
amount of any bonus ultimately paid to Company officers will be determined in
the discretion of the Compensation Committee.  In the usual case, if
the Company is profitable bonuses will be paid at the targeted
levels.  As reported in the Company’s proxy statement for its 2009
Annual Meeting of Shareholders, Mr. Cook was paid a bonus in the amount of
$2,983 with respect the Company’s performance in fiscal 2009.








ITEM
6                      EXHIBITS





The
Exhibit Index attached to this report is incorporated by reference into this
Item 6.





23


SIGNATURES








Pursuant
to the requirements 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.





AMERICAN
      CONSUMERS, INC.
                (Registrant)Date: 
      October 12,
      2009
              By:
              /s/ Michael
      A. RichardsonMichael
      A. Richardson
                CHAIRMAN
      OF THE BOARD AND
                CHIEF
      EXECUTIVE OFFICER
                (Principal
      Executive Officer)


Date: 
      October 12,
      2009
              By:
              /s/ Paul
      R. CookPaul
      R. Cook
                EXECUTIVE
      VICE PRESIDENT, CHIEF
                FINANCIAL
      OFFICER AND TREASURER
                (Principal
      Financial Officer &
                Chief
      Accounting Officer)


24


AMERICAN
CONSUMERS, INC.





EXHIBIT
INDEX








The
following exhibits are incorporated by reference or filed with this report, as
noted below:





Exhibit No.
            Description11
            Statement re: computation of per share
      earnings.*31.1
            CEO Certification pursuant to Exchange Act
      Rules 13a-14(a) and 15d-14(a).*31.2
            CFO Certification pursuant to Exchange Act
      Rules 13a-14(a) and 15d-14(a).*32.1
            CEO Certification pursuant to Exchange Act
      Rules 13a-14(b) and 15d-14(b).*32.2
            CFO Certification pursuant to Exchange Act
      Rules 13a-14(b) and 15d-14(b).*





* Filed
herewith.




















25