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 1934

          For the quarterly period ended March 3, 2007
OR

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
          OF THE SECURITIES EXCHANGE ACT OF 1934

          For 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              (I.R.S. Employer
        Incorporation or organization)           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  [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [ ] YES   [X]  NO

                      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 April 12, 2007
           COMMON STOCK - $ .10 PAR VALUE                  786,306
      NON VOTING COMMON STOCK - $ .10 PAR VALUE              ----


<PAGE>
<TABLE>
<CAPTION>
ITEM 1.   FINANCIAL STATEMENTS

                                       FINANCIAL INFORMATION
                                      AMERICAN CONSUMERS, INC.
                        CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS
                                            (UNAUDITED)

                                            THIRTEEN WEEKS ENDED        THIRTY-NINE WEEKS ENDED
                                        ----------------------------  -----------------------------
                                          March 3,     February 25,     March 3,      February 25,
                                            2007           2006           2007            2006
                                        ------------  --------------  -------------  --------------
<S>                                     <C>           <C>             <C>            <C>
NET SALES                               $ 8,446,070   $   8,176,572   $ 25,229,048   $  24,219,432
COST OF GOODS SOLD                        6,408,085       6,201,916     19,203,476      18,340,989
                                        ------------  --------------  -------------  --------------
Gross Margin                              2,037,985       1,974,656      6,025,572       5,878,443

OPERATING, GENERAL AND
ADMINISTRATIVE EXPENSES                   2,006,513       2,032,786      6,010,073       6,001,462
                                        ------------  --------------  -------------  --------------

Operating Income (Loss)                      31,472         (58,130)        15,499        (123,019)

OTHER INCOME (EXPENSE)
  Interest income                             4,080           2,759         11,738           8,035
  Other income                               31,277          24,648         93,143          74,571
  Loss on disposition of property and
    equipment                                     -          (3,950)          (484)         (3,950)
  Interest expense                          (14,531)        (15,414)       (44,020)        (42,867)
                                        ------------  --------------  -------------  --------------
Income (Loss) Before Income Taxes            52,298         (50,087)        75,876         (87,230)
INCOME TAXES                                      -               -              -               -
                                        ------------  --------------  -------------  --------------

NET INCOME (LOSS)                            52,298         (50,087)        75,876         (87,230)

RETAINED EARNINGS:
  Beginning                                 798,680         906,076        775,615         943,462

  Redemption of common stock                   (128)           (173)          (641)           (416)
                                        ------------  --------------  -------------  --------------

  Ending                                $   850,850   $     855,816   $    850,850   $     855,816
                                        ============  ==============  =============  ==============

PER SHARE:
  Net Income (loss)                     $     0.066   $      (0.063)  $      0.096   $      (0.109)
                                        ============  ==============  =============  ==============
  Cash dividends                        $         -   $           -   $          -   $           -
                                        ============  ==============  =============  ==============
WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING                     790,842         800,879        791,920         801,456
                                        ============  ==============  =============  ==============
</TABLE>

                          See Notes to Financial Statements


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                  FINANCIAL INFORMATION
                                 AMERICAN CONSUMERS, INC.
                                 CONDENSED BALANCE SHEETS

                                                                 March 3,      June 3,
                                                                   2007          2006
                                                               ------------  ------------
                                                               (Unaudited)
                                     --A S S E T S--
<S>                                                            <C>           <C>
CURRENT ASSETS
  Cash and short-term investments                              $   330,748   $   334,654
  Certificate of deposit                                           308,123       314,773
  Accounts receivable                                              164,207       170,316
  Inventories                                                    2,105,310     2,124,431
  Prepaid expenses                                                 182,841       123,545
                                                               ------------  ------------
Total current assets                                             3,091,229     3,067,719
                                                               ------------  ------------
PROPERTY AND EQUIPMENT - at cost
  Leasehold improvements                                           300,800       295,057
  Furniture, fixtures and equipment                              3,298,810     3,300,542
                                                               ------------  ------------
                                                                 3,599,610     3,595,599
  Less accumulated depreciation                                 (3,238,420)   (3,151,622)
                                                               ------------  ------------
                                                                   361,190       443,977
                                                               ------------  ------------
TOTAL ASSETS                                                   $ 3,452,419   $ 3,511,696
                                                               ============  ============

                         --LIABILITIES AND STOCKHOLDERS' EQUITY--
CURRENT LIABILITIES
  Accounts payable                                             $   788,921   $   867,663
  Short-term borrowings                                            514,001       527,131
  Current maturities of long-term debt                              81,770        78,120
  Accrued sales tax                                                134,114       156,442
  Other                                                            248,851       217,981
                                                               ------------  ------------
Total current liabilities                                        1,767,657     1,847,337
                                                               ------------  ------------
LONG-TERM DEBT                                                      98,742       144,497
                                                               ------------  ------------

STOCKHOLDERS' EQUITY
  Nonvoting preferred stock - authorized 5,000,000
    shares of no par value; no shares issued                             -             -
  Nonvoting common stock - authorized 5,000,000
    shares-$.10 par value; no shares issued                              -             -
  Common stock - $.10 par value; authorized 5,000,000
    shares; shares issued of 787,187 and 796,906 respectively       78,719        79,691
  Additional paid-in capital                                       656,451       664,556
  Retained earnings                                                850,850       775,615
                                                               ------------  ------------
Total Stockholders' Equity                                       1,586,020     1,519,862
                                                               ------------  ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $ 3,452,419   $ 3,511,696
                                                               ============  ============
</TABLE>

                        See Notes to Financial Statements


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                 FINANCIAL INFORMATION
                               AMERICAN CONSUMERS, INC.
                          CONDENSED STATEMENTS OF CASH FLOWS
                                      (UNAUDITED)

                                                            THIRTY-NINE WEEKS ENDED
                                                         -----------------------------
                                                           March 3,      February 25,
                                                             2007            2006
                                                         -------------  --------------
<S>                                                      <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)                                        $     75,876   $     (87,230)
Adjustments to reconcile net income (loss) to net cash
  provided by operating activities:
    Depreciation and amortization                             114,173         210,012
    Loss on disposition of property and equipment                 484           3,950
    Change in operating assets and liabilities:
      Accounts receivable                                       6,109         (13,211)
      Inventories                                              19,121          88,996
      Prepaid expenses                                        (59,296)        (16,524)
      Accounts payable                                        (78,742)         27,302
      Accrued sales tax                                       (22,328)         (8,165)
      Other accrued liabilities                                30,870          18,851
                                                         -------------  --------------
Net cash provided by operating activities                      86,267         223,981
                                                         -------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Decrease (Increase) in certificate of deposit                 6,650          (6,503)
  Purchase of property and equipment                          (31,869)       (105,463)
                                                         -------------  --------------
Net cash used in investing activities                         (25,219)       (111,966)
                                                         -------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase (decrease) in short-term borrowings            (13,130)         98,696
  Proceeds from long-term borrowings                           17,426          22,212
  Principal payments on long-term debt                        (59,531)       (174,785)
  Redemption of common stock                                   (9,719)         (6,310)
                                                         -------------  --------------
    Net cash used in financing activities                     (64,954)        (60,187)
                                                         -------------  --------------
Net increase (decrease) in cash                                (3,906)         51,828
Cash and cash equivalents at beginning of period              334,654         298,759
                                                         -------------  --------------
Cash and cash equivalents at end of period               $    330,748   $     350,587
                                                         =============  ==============
</TABLE>

                        See Notes to Financial Statements


                                        4
<PAGE>
                            AMERICAN CONSUMERS, INC.
                          NOTES TO FINANCIAL STATEMENTS

(1)  Basis of  Presentation.

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

     The  interim  financial  statements  should  be  read  in  conjunction with
     the  notes  to the financial statements presented in the Corporation's 2006
     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. Additionally, certain amounts in the
     fiscal  year 2006 financial statements have been reclassified to conform to
     the  fiscal year 2007 presentation. The results for the interim periods are
     not  necessarily  indicative of the results to be expected for the complete
     fiscal  year.

(2)  Commitments  and  Contingencies.

     Capital  expenditures  for  equipment  replacements  in the ordinary course
     during  fiscal 2007 are estimated to be $30,000 or less, which we expect to
     be  funded  from  operating  cash flows. Additionally, we expect to replace
     anywhere from one to three vehicles during fiscal 2007 at an estimated cost
     of  approximately  $25,000  per  vehicle,  which  we expect to fund through
     either  bank  or  manufacturer financing, whichever option will provide the
     Company with the most favorable terms. At the end of the third quarter, one
     vehicle  had  been  replaced  at  a  cost of $17,426 and financed through a
     36-month  note  with a local financial institution at 5.25%. Finally, while
     management  is  attempting to postpone future upgrades of our existing cash
     registers  and  scanning equipment beyond fiscal 2007, pending changes that
     will  add  an  additional digit to bar codes on the inventory that we carry
     will  likely  require  such  upgrades  within  the next year or within five
     fiscal  years and, additionally, some of this equipment is subject to being
     replaced  due to lack of availability of parts and wear. We cannot reliably
     estimate  the  cost  of  any such upgrades at the present time, but we will
     attempt  to  manage  the  number  of units purchased and the timing of such
     purchases  in  a  manner that both contains the Company's overall costs and
     allows  us  to  finance these purchases on the most favorable terms that we
     are  able  to  obtain.  As  of  March 3, 2007, capital expenditures for the
     fiscal  year  to  date totaled $14,443 in addition to the vehicle mentioned
     above.

     The  Company  adopted  a  retirement  plan  effective  January 1, 1995. The
     plan  is  a  401(k)  plan  administered  by  BISYS Qualified Plan Services.
     Participation in the plan is available to all full-time employees after one
     year  of  service  and  age  19.  Any contribution by the Company is at the
     discretion  of the Board of Directors, which makes its decision annually at
     the  quarterly  meeting in January. The Board voted to contribute $7,500 to
     the  plan  for  both  calendar  years  2006  and  2005.

     None  of  the  Company's  employees  are  represented  by  a  union.

(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)
     sold  during  the  period.  Cost  of  goods


                                        5
<PAGE>
     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.


                                        6
<PAGE>
ITEM  2

<TABLE>
<CAPTION>
                              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                                     CONDITION AND RESULTS OF OPERATIONS
                                            RESULTS OF OPERATIONS


                                                      THIRTEEN WEEKS ENDED        THIRTY-NINE WEEKS ENDED
                                                  ----------------------------  -----------------------------
                                                    March 3,     February 25,     March 3,      February 25,
                                                      2007           2006           2007            2006
                                                  ------------  --------------  -------------  --------------
<S>                                               <C>           <C>             <C>            <C>
Sales                                             $ 8,446,070   $   8,176,572   $ 25,229,048   $  24,219,432
% Sales Increase                                         3.30%           3.45%          4.17%            .45%
Gross Margin %                                          24.13%          24.15%         23.88%          24.27%
Operating, General and Administrative Expenses:
  Amount                                          $ 2,006,513   $   2,032,786   $  6,010,073   $   6,001,462
  % of Sales                                            23.76%          24.86%         23.82%          24.78%
Net Income (Loss)                                 $    52,298   $     (50,087)  $     75,876   $     (87,230)
</TABLE>

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  current  thirteen  weeks  (quarter)  ended  March 3, 2007 resulted in a net
income  in  the  amount  of $52,298.  During this current period sales increased
3.30%  over  the same period last year. This increase was somewhat less than the
increase of 4.61% experienced during the first two quarters of this fiscal year,
due  to  adjustments  to  our  retail  prices  implemented during the quarter to
recover  certain prior increases in our wholesale costs (principally for certain
private label merchandise), resulting in a year to date sales increase of 4.17%.
During the first quarter of this fiscal year we began a program to introduce low
priced  vegetables to compete with other stores in our trade area who offer this
option  to  their  customers.  While management believes that this program was a
significant  factor  contributing to the increase in sales the increase was also
influenced  by  the closing of a competitor located between two of the Company's
stores  during  the  last quarter of the Company's fiscal 2006.  We also believe
that  prevailing  high  gasoline  prices  during the first three quarters of the
current  year  contributed  to  the increase as customers 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.

During  the most recent quarter ended March 3, 2007, management has been able to
increase  the  gross  margin to approximately the same level as the same quarter
last year.  The 0.60% increase in gross margin from the 23.53% level achieved in
second  quarter  ended  December 2, 2006 amounts to approximately $51,000 of the
third  quarter net income of $52,298.  For the first nine months of fiscal 2007,
however,  the  gross margin was 23.88%, as compared to 24.78% for the first nine
months of the prior year and 24.18% for all of fiscal year 2006.  This reduction
reflects  the  impact  of  our  introduction of the lower-priced vegetables this
year, as well as periodic meat sales and other weekly advertised specials run to
stimulate  sales,  and  the  fact  that we did not fully succeed until the third
fiscal  quarter  in  adjusting  our  retail  prices  to recover increases in our
wholesale  costs  for  certain  items  (principally  certain  private  label
merchandise)  which  occurred  earlier  in  the  year.


                                        7
<PAGE>
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 0.29% increase we achieved for fiscal 2006 versus 2005, 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.  Accordingly, while
management  attempts  to  offset  increases  in  its  costs  (such as our recent
successes in recovering our principal supplier's wholesale price increase during
2005  and  a  fuel  surcharge added by the supplier during the second quarter of
fiscal  2006), further improvements in the gross margin may not be achievable at
this  time, and further deterioration in the Company's gross margin is possible.
While  the increase in sales more than offset the impact on profitability of the
0.39%  reduction  in gross margin experienced for the nine months ended March 3,
2007  as  compared  to  the  first  nine months of fiscal 2006, the gross margin
reduction  experienced  as  a  result  of  pricing adjustments to increase sales
during  the  period  provides  further  evidence  of  this  trend.

We  will attempt to maintain stability in the Company's gross margin, or achieve
slight  improvements,  to  the  extent possible.  We will attempt to improve the
gross  margin  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.  However, we believe that competitive
pressures  on  the  Company,  which have led to the losses experienced in recent
periods,  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 maximize
profitability  by  managing  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.

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.

Management  has  been  working  to  reduce operating, general and administrative
expenses.  As  indicated by the table above, however, many of these expenses are
relatively  fixed and their absolute dollar level has remained fairly consistent
for  the  periods presented (decreasing by $26,273, or 1.3%, for the quarter and
increasing  by  $8,611,  or 0.14%, for the thirty-nine weeks ended March 3, 2007
when  compared  to  the  same periods a year ago).  This magnifies the effect of
both increases and decreases in sales on the Company's operating profit or loss,
as  well  as  on  our  bottom line results.  For instance, the sales increase of
3.30%  experienced  for  the  current quarter contributed to reducing operating,
general  and administrative expenses as a percent of sales by 1.10% but improved
the  Company's operating profitability from an operating loss of $58,130 for the
third  quarter  of  fiscal  2006  to operating income of $31,472 for the current


                                        8
<PAGE>
quarter.  Similarly, the sales increase of 4.17% experienced for the thirty-nine
weeks  ended  March 3, 2007 contributed to a reduction in operating, general and
administrative  expenses  as  a  percent  of  sales  of  0.96%, but improved the
Company's  operating  profitability  from  an operating loss of $123,019 for the
comparable period of last year to operating income of $15,499 for the first nine
months  of fiscal 2007.  Together with increases in other income items discussed
in  more detail below, this increase allowed the Company to move from a net loss
of $87,230 for the first nine months of fiscal 2006 to net income of $75,876 for
the first nine months of the current fiscal year.  Of course, the same principle
will  apply  to  any  future  decreases  in  sales due to the effects of ongoing
competition,  meaning  that such decreases would tend to intensify the Company's
losses by a much greater proportion than the resulting increases in the ratio of
operating,  general  and  administrative  expenses  to  sales.

Interest  expense  remained  fairly consistent between the periods presented, as
reductions  in the Company's outstanding long-term debt helped to offset most of
the  impact  of  rising  interest  rates  on  our  remaining  variable rate debt
balances. Rising interest rates did increase our interest income, however, which
made  a small contribution to the increase in our overall profitability for both
the  third  quarter  and  first  nine  months  of  fiscal  2007.

THREE  MONTHS  ENDED  MARCH  3, 2007 COMPARED TO THREE MONTHS ENDED FEBRUARY 25,
--------------------------------------------------------------------------------
2006:
----

Sales:
-----

Sales  for  the  three  months ended March 3, 2007, increased $269,498 or 3.30%,
compared  to  the  same  quarter  last  year.  Five  of our eight grocery stores
experienced  sales increases for the quarter (ranging from 2.06% to 9.44%).  The
remaining  locations  experienced  decreases (ranging from .05% to 2.50%), which
management attributes to differences in the level of promotional activity during
the  current  quarter  as  compared to the prior year period (including the fact
that  the  Company  ran  a  Super  Bowl  week promotion during 2006 that was not
repeated this year) as well as to ongoing issues at one location which continues
to  be  adversely  impacted  by  the  fact  that another tenant moved out of the
shopping  center where it is located during fiscal 2006, as well as by generally
unfavorable  traffic pattern conditions at that location.  Although the increase
of  3.30%  was  slightly less than the 3.45% experienced during the same quarter
last  year,  we  have  still  achieved a healthy sales increase of 4.17% for the
thirty-nine  week  period  ended  March 3, 2007.  As discussed above, we believe
these  increases  are  attributable  to  the  lower-priced  vegetables  program
introduced  during  the first quarter, as well as to the closing of a competitor
located  between  two of the Company's stores and the effects of high gas prices
on  consumers'  spending  choices.

Gross  Margin:
-------------

In  absolute  terms,  the Company's gross margin increased by $63,329, or 3.21%,
for  the  current quarter as compared to the same period of the prior year.  The
gross  margin  percentage  of 24.13% for the three months ended March 3, 2007 is
essentially  unchanged from a year ago, when the gross margin percentage for the
third quarter stood at 24.15%, while the year to date gross margin percentage of
23.88%  is  0.39%  lower  than  the gross margin for the thirty-nine weeks ended
February  25,  2006.  The  decrease  in  the  year  to  date  gross  margin  is
attributable to the vegetable program and other promotional activities discussed
above,  as  well  as to increased wholesale costs for certain items (principally
certain  private  label  merchandise)  which  we  did  not succeed in passing on
through  adjustments  to  our retail prices until the most recent quarter (which
accounted  for  the  improvement  in  the  gross margin for the latest quarter).


                                        9
<PAGE>
Operating,  General  and  Administrative  Expenses:
--------------------------------------------------

The  Company's  operating,  general  and  administrative  expenses are comprised
mainly  of personnel salary and related 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 March 3, 2007 and February 25,
2006:

<TABLE>
<CAPTION>
                                              Third
                                             Quarter       % of Third     Third Quarter     % of Third
Expense Item                               2007 Amount   Qtr. 2007 Total   2006 Amount    Qtr. 2006 Total
-----------------------------------------  ------------  ---------------  --------------  ---------------
<S>                                        <C>           <C>              <C>             <C>
Payroll                                    $  1,009,376             50.3  $      976,371             48.0
Utilities & telephone expense                   180,328              9.0         203,469             10.0
Rent                                            160,984              8.0         157,643              7.8
Insurance                                       138,344              6.9         148,462              7.3
Advertising & promotion                         140,741              7.0         152,037              7.5
General & office supplies                        93,302              4.7          92,196              4.5
Repairs & maintenance                            93,393              4.7          85,671              4.2
Depreciation                                     39,011              1.9          69,956              3.4
Bank service charges and credit card fees        34,109              1.7          44,174              2.2
Bad checks                                       20,103              1.0          15,975              0.8
Professional fees                                28,078              1.4          27,799              1.4
All other miscellaneous                          68,744              3.4          59,033              2.9
                                           ------------  ---------------  --------------  ---------------
TOTAL                                      $  2,006,513            100.0  $    2,032,786            100.0
                                           ============  ===============  ==============  ===============
</TABLE>

Operating,  general  and  administrative expenses decreased slightly, by $26,273
(or  1.29%),  for the third quarter of fiscal 2007 as compared to the comparable
period  of  fiscal  2006.  Significant  reductions  in  depreciation  expense,
advertising and promotion expense, utilities and telephone expense, bank service
charges  and  credit  card  fees,  and  insurance helped to offset a significant
increase  in  payroll  and  lesser  increases  in certain other expenses in this
category.  Payroll costs increased by $33,005 (or 3.38%) as compared to the same
period last year, primarily due to an increase in the bonuses awarded or accrued
during  the  quarter  to  store-level  employees  in the amount of $4,906 and to
officers  and  supervisors  in  the  amount of $12,873.  No bonus was accrued to
officers  and  supervisors in 2006 because of the loss sustained for the quarter
and  year to date ended February 25, 2006.  The bonus accrued this year will not
be paid until the end of the fiscal year 2007.  The remainder of the increase is
due  to  increases in base salaries given to store personnel during the month of
April  2006 as well as ongoing increases given to hourly store personnel.  While
management  strives  to  control  payroll  costs as much as possible (such as by
using part-time employees where appropriate), it is also vital to our ability to
compete  with


                                       10
<PAGE>
larger  grocery retailers that we maintain adequate staffing levels and continue
to  provide  certain customer services (such as grocery carry-out) that increase
labor  costs.

We  also  experienced  an  increase  of $4,128 (or 25.84%) in bad checks expense
during  the current quarter as compared to the prior year period.  The Company's
practice  of cashing payroll checks for customers at its grocery store locations
contributes  to  ongoing  increases in these expenses.  Management believes that
the practice of cashing customers' checks, while posing risks for the Company is
also  vital  to  our  competitive  strategy for maintaining customer traffic and
growing  sales  in  the  face  of  the increased competition from larger grocery
retailers  that  we  have experienced in recent years.  While bad checks expense
increased  as  compared  to the third quarter of last year, the dollar amount of
bad  checks  being  written  off  has  decreased for each quarter of fiscal 2007
(declining  to  $20,103  for the third quarter as compared to $35,428 during the
second  quarter and $43,873 for the first quarter).  These significant decreases
reflect  improved  supervision  of the check cashing process by individual store
managers  as  a  result of recent efforts by the Company to improve training and
employee  education  on  this  topic.

Other  increases in these expenses during the third quarter included an increase
of  $7,722  (or  9.01%)  as  compared  to  the  prior year period in repairs and
maintenance  (related  to  the  overall  aging  of  the Company's equipment); an
increase  of $3,341 (or 2.12%) as compared to the prior year period in rent (due
to  the recent renewal of a lease at one store location at a higher base rent as
well  as  to  higher percentage rents based on the sales increases noted above);
and  $9,711  (or  16.45%) as compared to the prior year period in the "all other
miscellaneous"  component  of  these  expenses,  composed  primarily of a $5,554
increase  in  vehicle  expense  (due  to rising fuel costs and increased vehicle
usage,  as  well  as  increased  maintenance as we have stretched our historical
vehicle replacement schedules in order to reduce capital spending) and $3,894 in
taxes  and  licenses  expense  (due  to  increases  in  personal  property taxes
attributable  to  some  of  our  recent  store equipment upgrades, as well as to
increases  in  state gross receipts taxes attributable to increased sales levels
versus  the  prior  year).

Significant  decreases in these expenses during the third quarter of fiscal 2007
included  a  decrease  of  $30,945  (or  44.23%)  in  depreciation (reflecting a
continued  reduction  in  our  purchases  of  new equipment as compared to prior
years,  as  well  as  the  fact  that  some  of our older equipment is now fully
depreciated);  a  decrease  of  $23,141  (or  11.37%) in utilities and telephone
expense (due to timing differences between periods in fuel purchases and utility
billing  cycles);  a decrease of $10,065 (or 22.78%) in bank service charges and
credit  card  fees  (due to managements efforts to improve the efficiency of the
Company's  cash  management  practices  during the third quarter); a decrease of
$11,296  (or  7.43%)  in  advertising and promotion expense (reflecting the fact
that  we  did  not run certain programs that increased these expenses last year,
but also offset by increases in the cost of the other promotions described above
during  fiscal  2007); and a decrease of $10,118 (or 6.82%) in insurance expense
(due  to  timing  issues  involving  premium  payments  and  refunds for new and
departing  employees,  as  well as to changes in the overall number of employees
currently  electing  coverage  under  the  Company's  group  insurance).

Interest  and  Other  Income:
----------------------------

Other  income  (not  including  interest  income) increased from $24,648 for the
quarter  ended February 25, 2006 to $31,277 for the quarter ended March 3, 2007,
due  principally to an increase in fees charged to cash checks without a grocery
purchase  and  an  increase  in  returned  check  fees collected by the Company,
partially offset by a decrease in revenues related to Fed-Ex shipments and money
orders due to a corresponding decrease in the level of customer demand for these


                                       11
<PAGE>
services  for  the  current  quarter.  The  components  of  other income for the
quarters  ended  March  3,  2007  and  February  25,  2006  were  as  follows:

<TABLE>
<CAPTION>
                                                  THIRTEEN WEEKS ENDED
                                            ----------------------------------
Description                                 March 3, 2007   February 25, 2006
------------------------------------------  --------------  ------------------
<S>                                         <C>             <C>
Check cashing fees                          $       24,675  $           17,256
Funds received for handling money orders               757               1,341
Vendor's compensation from the States of
  Alabama and Georgia for collecting and
  remitting sales taxes on a timely basis            3,680               3,583
Returned check fees                                    369                 130
Revenue related to Fed-Ex shipments/other            1,796               2,338
                                            --------------  ------------------
TOTAL                                       $       31,277  $           24,648
                                            ==============  ==================
</TABLE>

Interest income increased by $1,321, or 47.9%, due to the higher interest rate
applicable to the Company's bank certificate of deposit during the quarter as
compared to the same period of the prior year.

NINE MONTHS ENDED MARCH 3, 2007 COMPARED TO NINE MONTHS ENDED FEBRUARY 25, 2006:
-------------------------------------------------------------------------------

Sales:
-----

Sales  for  the  nine months ended March 3, 2007 increased $1,009,616, or 4.17%,
over  the nine months ended February 25, 2006. We experienced sales increases at
seven  of  the  Company's eight grocery stores (ranging from .48% to 10.02%). As
discussed above, we believe these increases are attributable to the lower-priced
vegetables  program  introduced  during  the  first  quarter,  as well as to the
closing  of  a  competitor  located  between two of the Company's stores and the
effects  of  high  gas  prices  on  consumers'  spending  choices. The remaining
location,  where  we  had to replace certain store-level management employees in
connection with the significant theft loss that was discovered during our annual
audit,  experienced  a  sales  decline of 2.37% for the period. This also is the
store  which  continues to be adversely impacted by the fact that another tenant
moved out of the shopping center where it is located during fiscal 2006, as well
as  by  generally  unfavorable  traffic  pattern  conditions  at  that location.

Gross  Margin:
-------------

In  absolute  terms,  the Company's gross margin increased by $147,129, or 2.5%,
for  the  current quarter as compared to the same period of the prior year.  The
gross  margin  percentage  for  the  nine  months  ended March 3, 2007 was down,
however,  by 0.39% as compared to the nine month period ended February 25, 2006.
As  discussed  above, this decrease is attributable to the vegetable program and
the  other  promotional  activities  implemented during the first half of fiscal
2007,  as  well  as  increased  wholesale  costs  for certain items (principally
certain  private  label  merchandise)  which  we finally succeeded in passing on
through  adjustments  to  our retail prices during the third quarter just ended.
The  overall  increase  in sales that resulted from these changes in our product
and  pricing mix served to more than offset the impact of the small reduction in
gross  margin  percentage on the Company's overall profitability for the period.


                                       12
<PAGE>
Operating,  General  and  Administrative  Expenses:
--------------------------------------------------

The  Company's  operating,  general  and  administrative  expenses are comprised
mainly  of personnel salary and related 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.

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 nine months ended March 3, 2007 and February 25,
2006:

<TABLE>
<CAPTION>
                                  Nine Month   % of 2007 Nine   Nine Month   % of 2006 Nine
Expense Item                     2007 Amount    Month Total    2006 Amount    Month Total
-------------------------------  ------------  --------------  ------------  --------------
<S>                              <C>           <C>             <C>           <C>
Payroll                          $  2,996,776            49.9  $  2,887,923            48.1
Utilities & telephone expense         531,688             8.8       532,342             8.9
Rent                                  482,483             8.0       469,643             7.8
Insurance                             462,203             7.7       471,457             7.9
Advertising & promotion               394,939             6.6       444,158             7.4
General & office supplies             275,260             4.6       266,531             4.5
Repairs & maintenance                 269,516             4.5       266,298             4.4
Depreciation                          114,173             1.9       210,012             3.5
Bank service charges and credit
card fees                             116,997             1.9       115,879             1.9
Bad checks                             99,404             1.6        83,988             1.4
Professional fees                      87,368             1.5        95,017             1.6
All other miscellaneous               179,266             3.0       158,214             2.6
                                 ------------  --------------  ------------  --------------
TOTAL                            $  6,010,073           100.0  $  6,001,462           100.0
                                 ============  ==============  ============  ==============
</TABLE>

Operating, general and administrative expenses increased slightly, by $8,611 (or
0.14%)  for  the  first nine months of fiscal 2007 as compared to the comparable
period  of  fiscal  2006.  Reductions  in  depreciation expense, advertising and
promotion  expense,  insurance  expense  and  professional fees helped to offset
increases  in  payroll  expense,  rent, and bad check expense, as well as lesser
increases  in  certain other expenses in this category.  Payroll costs increased
$108,853  (or 3.77%) as compared to the same period last year due to an increase
in  the bonuses awarded or accrued during the three quarters ended March 3, 2007
and  increases  in  base  salaries  given to store personnel during the month of
April 2006, as well as the addition of one employee to the Company's main office
during the month of October 2005.  The increase in rent of $12,840 (or 2.73%) is
due  to  the  renewal  of a lease at one store location at a higher base rent as
well as to higher percentage rents based on the sales increases noted above.  We
experienced  an  increase  in  bad  check expense of $15,416 (or 18.36%) for the
first  nine months of fiscal 2007.  As noted above, while the Company's practice
of cashing payroll checks for customers contributes to ongoing increases in this
expense,  the  amount  of  bad  checks expense has declined for each consecutive
quarter of fiscal 2007, due to improved supervision of the check cashing process
by  individual  store  managers  and improved training and employee education on
this  topic,  which  management  intends to continue in order to further control
these  costs.  The  "all  other  miscellaneous"  component  of  these  expenses
increased  $21,052  (or  13.31%),  composed  primarily  of a $11,289 increase in
vehicle  expense  (due  to  rising  fuel  costs  and  increased  vehicle


                                       13
<PAGE>
usage,  as  well  as  increased  maintenance as we have stretched our historical
vehicle replacement schedules in order to reduce capital spending) and $4,050 in
taxes  and  licenses  expense  (due  to  increases  in  personal  property taxes
attributable  to  some  of  our  recent  store equipment upgrades, as well as to
increases  in  state gross receipts taxes attributable to increased sales levels
versus  the  prior  year).

Significant  decreases  in these expenses during the first nine months of fiscal
2007  included  a  decrease of $95,839 (or 45.64%) in depreciation (reflecting a
continued  reduction  in  our  purchases  of  new equipment as compared to prior
years,  as  well  as  the  fact  that  some  of our older equipment is now fully
depreciated);  a  decrease  of  $49,219 (or 11.08%) in advertising and promotion
expense (reflecting the fact that we did not run certain programs that increased
these  expenses last year, but also offset by increases in the cost of the other
promotions  described above during fiscal 2007); a decrease of $9,254 (or 1.96%)
in  insurance  expense  (due  to  timing  issues  involving premium payments and
refunds  for  new  and departing employees, as well as to changes in the overall
number  of  employees  currently  electing  coverage  under  the Company's group
insurance);  and  a  decrease  of  $7,649  (or  8.05%) in professional fees (due
principally  to  discontinuing the services of an outside security firm that was
contracted  for  one  location  during  the  corresponding period of last year).

Interest  and  Other  Income:
-----------------------------

Other income (not including interest income) increased from $74,571 for the nine
months  ended  February  26,  2006 to $93,143 for the nine months ended March 3,
2007,  due  primarily  to  an  increase in fees charged to cash checks without a
grocery  purchase  and  an  increase  in  returned  check  fees collected by the
Company.  There  was  also  a  slight  increase  in revenues from handling money
orders  for  the  nine  month  period, due to an increase in the amount of these
services  provided.  These  increases  were  partially  offset  by a decrease in
revenues  related  to  Fed-Ex  shipments, due to a corresponding decrease in the
level  of  customer  demand  for  these  services  for the current quarter.  The
components  of  other  income  for the thirty-nine weeks ended March 3, 2007 and
February  25,  2006  were  as  follows:

<TABLE>
<CAPTION>
                                                THIRTY-NINE WEEKS ENDED
                                            ----------------------------------
Description                                 March 3, 2007   February 25, 2006
------------------------------------------  --------------  ------------------
<S>                                         <C>             <C>
Check cashing fees                          $       67,430  $           50,396
Funds received for handling money orders             7,582               6,285
Vendor's compensation from the States of
  Alabama and Georgia for collecting and
  remitting sales taxes on a timely basis           11,017              10,663
Returned check fees                                  2,948                 545
Revenue related to Fed-Ex shipments/other            4,166               6,682
                                            --------------  ------------------
TOTAL                                       $       93,143  $           74,571
                                            ==============  ==================
</TABLE>

Interest  income  increased by $3,703, or 46.1%, due to the higher interest rate
applicable  to  the  Company's bank certificate of deposit during the first nine
months  of  fiscal  2007  as  compared  to  the  same  period of the prior year.


                                       14
<PAGE>
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 nine months ended March 3, 2007 or
February 25, 2006, as a result of continued net operating losses 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.  As
discussed above, 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.


                               FINANCIAL CONDITION
                               -------------------

LIQUIDITY AND CAPITAL RESOURCES:
-------------------------------

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

During the thirty-nine weeks ending March 3, 2007, the Company generated $86,267
in  cash  flow  from  operating  activities, due to the effects of net income of
$75,876,  depreciation (which is a non-cash expense) of $114,173, and a decrease
in  inventories  of  $19,121  (due  to  management's  ongoing  efforts to reduce
inventories  as  a means of providing working capital), offset by an increase of
$59,296  in  prepaid expenses (largely due to timing differences in payments for
insurance  premiums  and prepaid maintenance contracts on our cash registers and
scanning  equipment),  a  decrease  of  $78,742  in  accounts  payable  (due  to
reductions in inventory levels and differences in the timing of payments between
periods)  and a decrease of $22,328 in accrued sales tax payable (due largely to
the  timing  of state sales tax payments in relation to quarterly sales levels).
Total accounts receivable of $164,207 at March 3, 2007 still included $24,000 of
anticipated insurance recoveries not yet received which are related to the theft
loss  discovered  during  our  fiscal  2006  year-end  audit.

Net cash used in investing activities for the period totaled $25,219, reflecting
a $6,650 reduction in the balance of our certificate of deposit and $31,869 used
to  fund  purchases  of  property  and equipment (consisting of additional store
shelving  purchased  as well as the replacement of the front door at one grocery
store,  the purchase of a dumpster for waste disposal at another store location,
the  purchase  of  a  camera  system  at one location and the purchase of an ice
machine  for  one  location)  in  the amount of $14,443, and the purchase of one
vehicle for $17,426.  We reduced the Company's long-term debt by a net amount of
$42,105  (including  principal


                                       15
<PAGE>
payments  of  $59,531  on  existing  debt, partially offset by a new loan in the
amount  of $17,426 to finance one vehicle purchased), reduced short-term debt by
$13,130  and  redeemed  $9,719  in  common stock during the first nine months of
fiscal 2007.  Overall the Company decreased its cash and cash equivalents in the
amount  of  $3,906  during  the  nine month period.  While capital spending only
amounted  to  $31,869  during  the  thirty-nine weeks ended March 3, 2007, it is
anticipated  that  at  least  one additional vehicle will be replaced during the
next  fiscal  quarter,  at  an  estimated  cost  of  approximately  $25,000.

The  ratio  of current assets to current liabilities was 1.75 to 1 at the end of
the latest quarter, March 3, 2007 compared to 1.72 to 1 on February 25, 2006 and
1.66  to  1  at  the  end  of the fiscal year ended on June 3, 2006.  Cash, cash
equivalents  and  the  certificate  of  deposit  constituted 20.67% of the total
current  assets  at  March  3,  2007, as compared to 22.09% of the total current
assets  at  February  25,  2006  and 21.17% at June 3, 2006.  As the Company has
experienced  operating  losses in recent years, we have been forced to rely more
extensively  on managing other elements of the Company's overall working capital
structure, as well as on additional borrowings under the line of credit, to fund
ongoing  operations.  During  the  last  two  years, management also has limited
additional  capital  spending,  has been working to reduce the Company's overall
inventory  levels  and  has  been  attempting to control costs in other areas to
moderate the effects of these developments on the Company's overall liquidity by
reducing  the  Company's  working  capital  requirements.

Historically,  the  Company  has  financed  its  working  capital  requirements
principally  through  its  cash  flow  from operations.  Short-term borrowing to
finance inventory purchases is provided by the Company's $500,000 line of credit
from  its  bank and through borrowings from related parties, as discussed below.
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:

<TABLE>
<CAPTION>
                              March 3,   June 3,   February 25,
                                2007       2006        2006
                              ---------  --------  -------------
<S>                           <C>        <C>       <C>
Michael and Diana Richardson  $  12,576  $ 11,840  $      12,406
Matthew Richardson                1,429    15,291         20,409
Line of Credit                  499,996   500,000        500,000
                              ---------  --------  -------------
TOTAL                         $ 514,001  $527,131  $     532,815
                              =========  ========  =============
</TABLE>

During the first nine months of fiscal 2007, we reduced the Company's borrowings
from  related parties by a net amount of $13,126 (reflecting payments of $14,000
net  of $874 in additional interest accrued) and reduced the outstanding balance
under  the  line  of  credit by a net amount of $4 (reflecting payments of $4 in
principal  and  $30,935  in  interest).


                                       16
<PAGE>
The  Company's  line  of  credit  with  Northwest Georgia Bank bears interest at
prime,  subject  to  a 6.0% floor.  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 Northwest Georgia Bank on the line of credit.
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.

LONG-TERM  DEBT:
---------------

At  March  3,  2007,  long-term  debt  consisted  of a note payable to Northwest
Georgia  Bank  of  $145,866 incurred in December 2003 to finance the addition of
the Company's eighth grocery store, as well as two vehicle loans. One vehicle is
financed through Ford Motor Credit at 6.25%, with a balance due at March 3, 2007
of  $17,675.  The  other  vehicle  was financed through Tennessee Valley Federal
Credit  Union at 5.25% with a balance due at March 3, 2007 of $16,971. Long-term
debt  as  of  specific  dates  is  presented  below:

<TABLE>
<CAPTION>
                                            February 25,   June 3,   February 25,
                                                2006         2006        2006
                                            -------------  --------  -------------
<S>                                         <C>            <C>       <C>
Note payable, Bank, secured by
all inventory, machinery and
equipment, due $6,781 monthly
plus interest at prime with 6% floor
through December 2008.                      $     145,866  $196,020  $     212,464

Note payable, Bank, secured by
all inventory, machinery and
equipment, due $11,381 monthly
plus interest at the prime rate plus
1.5 % through September 2006.                           -     5,941         39,558

Vehicle loan, collateralized by automobile
due $524 monthly at 5.25% through
January 2010.                                      16,971         -              -

Vehicle loan; collateralized by
automobile due $433 monthly at
6.25% through December 2010.                       17,675    20,656         21,649
                                            -------------  --------  -------------
                                            $     180,512  $222,617  $     273,671
Less current maturities                            81,770    78,120        111,254
                                            -------------  --------  -------------
                                            $      98,742  $144,497  $     162,417
                                            =============  ========  =============
</TABLE>

The following is a schedule by years of the amount of maturities of all
long-term debt subsequent to March 3, 2007:

<TABLE>
<CAPTION>
Twelve Months
Ending March   Amount
-------------  -------
<S>            <C>
2008           $81,770
2009            84,151
2010            10,383
2011             4,208
</TABLE>


                                       17
<PAGE>
During  the  quarter ended March 3, 2007 retained earnings increased as a result
of  the  Company's  net  income  for  the  quarter.

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  has determined valuation of its inventories as a critical accounting
policy.  Inventories  are  stated  at  the  lower  of  average  cost  or market.

OFF-BALANCE SHEET ARRANGEMENTS:
------------------------------

The  Company  had  no  significant off-balance sheet arrangements as of March 3,
2007.

RELATED PARTY TRANSACTIONS:
--------------------------

Except  as  discussed  under  "Liquidity  and  Capital Resources," there were no
material  related  party  transactions  during the thirty-nine week period ended
March  3,  2007.

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 June 3, 2006): changes in the general
economy  or  in  the  Company's  primary  markets,  the effects of ongoing price
competition  from competitors with 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
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.


                                       18
<PAGE>
ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Company  does  not  engage  in derivative transactions, nor does it hold or
issue  financial  instruments  for  trading  or other speculative purposes.  The
Company is exposed to market risk related to changes in interest rates primarily
as  a  result  of  its borrowing activities.  The effective interest rate on the
Company's  borrowings  under  its  Line  of  Credit  Agreements  and  under  its
outstanding notes varies with the prime rate.  The Company does not maintain any
interest  rate  hedging  arrangements.  Based  on  the  Company's  outstanding
indebtedness  at March 3, 2007 (and annualized to represent a full twelve months
of  results),  a  one  percent  (1.0%) increase in the prime interest rate would
increase interest expense applicable to our variable rate debt (and decrease our
net  income) by approximately $6,600 annually.  Conversely, a one percent (1.0%)
decrease  in  the prime interest rate would decrease interest expense applicable
to  our variable rate debt (and increase our net income) by approximately $6,600
annually.  All  of  the  Company's  business  is transacted in U.S. dollars and,
accordingly,  foreign  exchange  rate  fluctuations have never had a significant
impact  on  the  Company and they are not expected to in the foreseeable future.

ITEM  4.     CONTROLS  AND  PROCEDURES

As  of the end of the period covered by this quarterly report, an evaluation was
performed,  under  the supervision and with the participation of our management,
including the Company's Chief Executive Officer and the Chief Financial Officer,
of  the  effectiveness  of  the design and operation of the Company's disclosure
controls  and  procedures  pursuant  to Exchange Act Rule 13a-15.  Based on that
evaluation,  the  Chief  Executive Officer and Chief Financial Officer concluded
that  the Company's disclosure controls and procedures are effective.  No change
in  the  Company's internal control over financial reporting occurred during the
period  covered  by  this  quarterly  report  that  materially  affected,  or is
reasonably  likely  to  materially  affect,  our internal control over financial
reporting.


                                       19
<PAGE>
                            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 for the fiscal year ended June 3, 2006. There have
been  no  material  changes  from  the  risk factors previously disclosed in our
Annual  Report  on  Form  10-K.

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:

<TABLE>
<CAPTION>
                                    Average     Total Number of     Maximum Number of
                    Total Number     Price    Shares Purchased as  Shares that May Yet
                      of Shares    Paid per   Part of a Publicly      Be Purchased
Period              Purchased (1)    Share      Announced Plan       Under the Plan
------------------  -------------  ---------  -------------------  -------------------
<S>                 <C>            <C>        <C>                  <C>
December 3 -
Dec. 30, 2006               1,285  $    1.00                    -                    -
December 31,2006
- January 27, 2007            664       1.00                    -                    -
January 28 -
March 3, 2007               -----       1.00                    -                    -
                    -------------  ---------  -------------------  -------------------
TOTAL                       1,949  $    1.00                    -                    -
                    =============  =========  ===================  ===================
</TABLE>

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


ITEM 6     EXHIBITS

     The following exhibits are filed as a part of the report.

     (11)    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).


                                       20
<PAGE>
                                   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:  April 16, 2007               /s/ Michael A. Richardson
      --------------------          --------------------------
                                    Michael A. Richardson
                                    CHAIRMAN OF THE BOARD AND
                                    CHIEF EXECUTIVE OFFICER
                                    (Principal Executive Officer)

       April 16, 2007               /s/ Paul R. Cook
Date: --------------------          --------------------------
                                    Paul R. Cook
                                    EXECUTIVE VICE PRESIDENT AND
                                    TREASURER
                                    (Principal Financial Officer & Chief
                                    Accounting Officer)


                                       21
<PAGE>
                            AMERICAN CONSUMERS, INC.

                                  EXHIBIT INDEX


Exhibits filed with this report:


     (11)    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).


                                       22