UNITED STATES SECURITIES AND

                      EXCHANGE COMMISSION

                      WASHINGTON, D.C.  20549

                                   FORM 10-Q

(Mark One)

- QUARTERLY REPORT PURSUANT TO SECTION 13 

            OR 15 (D) OF THE SECURITIES EXCHANGE 

            ACT OF 1934

For the quarterly period ended February 28, 2003
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 number ________________0-4339___________________

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

		DELAWARE			63-0250005

_________________________                      _____________________________

(State or other jurisdiction of		        (I.R.S.   Employer

  incorporation or organization)		          Identification No.)

Suite 208, 2140 11th Avenue, South	       

           Birmingham, Alabama		                         35205

________________________________		______________________

                                        (205) 933-9300
                (Registrants telephone number, including area code)

	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 the number of shares outstanding of each of the 

issuers classes of common stock, as of March 31, 2003.

						Outstanding at

	Class					March 31, 2003
Common Stock, Par Value $0.66 2/3		   11,883,305

 

 

 

 

 

 

 

 

 

 

GOLDEN ENTERPRISES, INC.

INDEX

 

 

Part I.			Financial Information			Page No.

 

Item 1		Condensed Consolidated Balance Sheets

		  February 28, 2003 and May 31, 2002		         3

Item 1		Condensed Consolidated Statements of 

Operations  Three Months and 

Nine Months ended 		                                  4

		February 28, 2003 and 2002

Item 1		Condensed Consolidated Statements of Cash

		  Flows- Nine Months Ended			         5

		  February 28, 2003 and 2002

Item 1		Notes to Condensed Consolidated Financial

		  Statements					         6

Item 1		Independent Accountants Report		         7

Item 2		Managements Discussion and Analysis 

of Financial  Condition and Results 

of Operations		                                   8,9,10,11

Item 3		Quantitative and Qualitative 

		  Disclosure About Market Risk			        12

Item 4		Controls and Procedures			        12

 

Part II.			Other Information

	

Item 6		Exhibits and Report on Form 8-K		        13

 

 

 

 

 

 

 

 

 

ITEM 1-	PART I.  FINANCIAL INFORMATION							

		GOLDEN ENTERPRISES, INC. AND SUBSIDIARY						CONDENSED CONSOLIDATED BALANCE SHEETS							

				       February 28,                    May 31,

					2003   2002
				          (Unaudited)	  (Audited)

	ASSETS								

Cash and cash equivalents  	         $263,153 		 $286,480 

Investment securities		               4,882		     15,998 

Receivables, net			        8,186,529 		9,750,661 

Note receivable, current		            41,419 		     45,918 

  Inventories:									

Raw material and supplies		        1,856,070 		1,605,640 

Finished goods			       2,959,711 		3,604,482

									

				       4,815,781		 5,210,122

									

Prepaid expense			       4,806,450		 4,031,037

									

Total current assets		     18,118,214 	             19,340,216 
									

Property, plant and equipment, net	     15,702,892 	            17,096,260 

Long-term note receivable		       1,876,628 	              1,981,718 

Other assets		 	      2,800,675 		2,800,673

									

				  $38,498,409 	          $41,218,867

									

	LIABILITIES AND STOCKHOLDERS EQUITY						

Current Liabilities

Checks outstanding in excess

   of bank balance			   $1,473,870 		 $621,326 

Accounts payable			    3,043,823 	              2,803,182 

Accrued and deferred

  Income taxes			       628,663 		   607,489 

Other accrued expenses		       885,307 		   975,047 

Salary continuation plan		         86,846 		     81,805 

Note payable- bank, current	       560,916 		   850,410

									

Total current liabilities		    6,679,425 	              5,939,259

									

  Long-Term Liabilities

Salary continuation plan		    1,887,057 	             1,932,586 

Note payable- bank, non-current	    2,459,650 	             3,150,020 
					

Total long-term liabilities:		    4,346,707 	             5,082,606 
									

Deferred income taxes		       532,779 		  551,742

			

 

 

 

  Stockholders Equity									

Common Stock  $66

    2/3 par value:			    9,219,195 	              9,219,195 

35,000,000 shares

  Authorized

  Issued 13,838,793 shares

  Additional  paid-in capital	    6,497,954 	              6,497,954 

Retained earnings		 	  21,755,526 	             24,461,288

                                                            37,472,675	             40,178,437

									

Less: Cost of common shares

       In treasury (1,945,488 at

         February 28, 2003 and

         May 31, 2002)		 (10,533,177)	             (10,533,177)
									

Total stockholders equity	 	   26,939,498 	               29,645,260

									

  Total		                              $38,498,409 	              $41,218,867

 

See Accompanying Notes to Condensed Consolidated 

Finanacial Statements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ITEM 1-GOLDEN ENTERPRISES, INC AND SUBSIDIARY						 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS			

										

			 Three Months Ended	         Nine Months Ended		

			   FEBRUARY 28,	           FEBRUARY 28,		

		         2003	       2002	     2003	       2002

										

 (UNAUDITED)										

										

 Net sales	 $23,954,925 	 $27,026,714 	  $72,183,211	    $77,942,155

 Cost of 

   sales	  12,582,983 	  14,281,584 	   38,177,312 	     40,322,413

 Gross margin	  11,371,942 	  12,745,130 	   34,005,899 	     37,619,742 

		  								

Selling, 

 general and 

 administrative 

 expenses	   12,097,942 	   11,016,840 	   35,642,906 	       33,537,495

  Operating 

  income	     (726,000)	    1,728,290 	   (1,637,007)	        4,082,247 

Other income 

(expenses):										

  Investment 

   income		39,356 		40,891 	       122,406 	   156,979 

  Gain on sale 

    of assets		22,737 		35,816		269,326 	   187,728 

  Other income	       29,365 		34,031 		 75,309 	    90,052

  Interest expense   (66,205)	       (51,816)      (207,022)	  (135,367)
    Total other 

     income 

     (expenses)	25,253 		 58,922 	260,019 	    299,392 
										

    Income (loss) 

     before 

     income taxes    (700,747)      1,787,212     (1,376,988)	  4,381,639 

Income tax 

    expense	      (266,967)	664,262(527,998)	  1,633,616

Net income 

  (loss)	     $(433,780)$1,122,950$(848,990)	 $2,748,023

										

PER SHARE OF COMMON STOCK:										

  Net income 

   (loss)		-$0.04		  $0.09		 -$0.07		     $0.23
										

Weighted 

 average number 

 of common shares 

 outstanding	    11,883,305	    11,884,608	     11,883,305	11,903,323
										

Cash dividends 

 paid per share 

 of common 

 stock		       $0.0313		$0.0625		$0.0938		   $0.1250

										

										

See Accompanying Notes to Condensed Consolidated Financial Statements.				
 

 

 

 

 

 

 

 

			  	                ITEM 1			

		                       GOLDEN ENTERPRISES, INC. 

                                                          AND SUBSIDIARY					

		           CONDENSED CONSOLIDATED STATEMENTS 

                                                                OF CASH FLOWS					

			                     (UNAUDITED)				

 

					           NINE  MONTHS ENDED		

					  February 28,	               February 28,

					       2003	                     2002

							

Cash flows from operating activities:							

  Net income  (Loss)			 $(848,990)	                 $2,748,023 

    Adjustment to reconcile net income

     to net	cash provided by 

     operating activities:							

    Depreciation and amortization 		  1,891,986		     1,900,658 

    Deferred income taxes		  	      (18,963)		        (82,116)

    Gain on sale of property and equipment	    (269,326)		      (187,728)

							

							

Changes in operating assets and liabilities:							

Decrease (Increase) in receivable- net	   1,564,132 		        (730,795)

Decrease (Increase) in inventories		      394,341 		     (1,088,132)

(Increase) in pre-paid expenses		    (775,413)		     (1,050,581)

Decrease in other assets- long term					                    1 

Increase (Decrease) in accounts payable	     240,641 		     (1,403,174)

Increase in accrued income taxes		      21,174 		                    0

(Decrease  in accrued expenses	                   (89,740)		          (63,898) 

(Decrease) increase in salary continuation	     (40,488)		           95,506

							

Net cash provided by (used in) 

 operating activities			   2,069,354 		       137,764
Cash flows from investing activities:			

Purchase of property, plant and equipment	     -592,032		    -5,083,120

Proceeds from sale of property, plant 

and equipment				      362,738		        344,330

Collection of note receivable		      109,589		          31,479

Investment securities available- for sale:							

  Purchases				-2,482,884	  	    -5,261,047

  Proceeds from disposal			 2,494,000	  	     7,745,277
Net cash  (used in)							

  Investing activities		 	  (108,589)		    (2,223,081)
							

							

Cash flows from financing activities:							

Debt proceeds							       3,001,207

Debt repayments				 -979,864                    	          -30,272

Increase in checks outstanding in							

  excess of bank balances			   852,544		       1,167,822

Purchases of treasury shares		 		                       -193,419

Cash dividends paid		            -1,856,772		      -2,231,359
							

  Net cash (used in) provided by

 financing activities	 	           (1,984,092)		       1, 713,979
							

Net (decrease)  in cash and 

  cash equivalents			               (23,327)		                        (371,338)

Cash and cash equivalents 

  at beginning of year			 286,480 		              710,278

							

Cash and cash equivalents 

 at end of quarter			             $263,153 		             $338,940
							

							

Supplemental information:							

  Cash paid during the year for:							

   Income taxes				 $88,206 	                          $1,825,842 

   Interest				 207,022 		                 135,367 

See Accompanying Notes to Condensed Consolidated Financial Statements.	

 

 

 

 

 

 

 

 

 

ITEM 1

 

GOLDEN ENTERPRISES, INC. 

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED 

FINANCIAL STATEMENTS

 

 

NOTE 1- BASIS OF PRESENTATION

1.	The accompanying unaudited condensed consolidated financial 

statements have been prepared in accordance with 

accounting principles generally accepted in the United States 

of America (GAAP) for interim financial information and with

	the instructions to Form 10-Q and Article 10 to Regulation S-X. 

 Accordingly, they do not include all information and footnotes 

required by GAAP for complete	financial statements.  

In the opinion of management, all adjustments consisting

	of normal recurring accruals considered necessary for a 

fair presentation have been included.  For further information, 

refer to the consolidated financial statements

	and footnotes included in the Golden Enterprises, Inc. and 

subsidiary (the Company) Annual Report on Form 10-K 

for the year ended May 31, 2002.

	

	As of June 1, 2001, the Company changed its method of 

	accounting with regard to slotting fees.  The Company 

	previously expensed slotting fees as incurred. As of June 1, 2001 

	payments for slotting fees were capitalized and amortized over 

	the expected benefit period, which is generally one year.  

	The change in accounting resulted in a pre-tax adjustment 

	in the third quarter of fiscal 2002 of $156,507.  The net effect 

	increased earnings $94,746 net of $61,761 of taxes or $0.01

	 per share.  This change in accounting also resulted in 

	corresponding changes to net income, accrued income 

	taxes and prepaid expenses in the Consolidated Statement 

	of Cash flows (unaudited) for nine-months ended 

	`February 28, 2002.

NOTE 2- RECLASSIFICATION

2.	Reclassifications have been made in the third quarter of the 

fiscal year 2002 statement of operations to conform to 

classifications used in the current year in accordance with 

EITF No. 01-09, Accounting for Consideration Given by a 

Vendor to a Customer or Reseller of the Vendors Products.

	EITF 01-09 was effective for the Company beginning 

March 1, 2002 and requires certain payments made to 

customers by the Company, that were previously 

classified as selling, general and administrative expenses

	to be classified as reductions in net sales.  The 

Company reclassified as reductions in net sales approximately 

$2,795,000 of selling expenses, which were previously classified 

as selling, general and administrative expenses

	in the statement of operations for the quarter ended 

February 28, 2002.

 

 

NOTE 3-

3.	The results of operations for the nine months ended 

February 28, 2003 and	2002 are not necessarily indicative 

of the results to be expected for the full year.

 

 

INDEPENDENT ACCOUNTANTS REPORT
 

We have reviewed the accompanying interim consolidated 

balance sheet of Golden Enterprises, Inc. and subsidiary 

as of February 28, 2003 and the related interim 

consolidated statements of operations and 

cash flows for the nine-month period then ended.  

These financial statements are the responsibility 

of the Companys management.

We conducted our review in accordance with standards 

established by the American Institute of Certified Public 

Accountants.  A review of interim financial statements 

consists principally of applying analytical procedures 

to financial data and making inquiries of persons responsible 

for financial and accounting matters.  It is substantially 

less in scope than an audit conducted in accordance with 

auditing standards generally accepted in the

United States of America, the objective of which is the 

expression of an opinion regarding the financial 

statements taken as a whole.  Accordingly, we do not 

express such an opinion.

Based on our review, we are not aware of any material 

modifications that should be made to the accompanying 

financial statements for them to be in conformity with 

accounting principles generally accepted in the 

United States of America.

 

Birmingham, Alabama

April 11, 2003			DUDLEY, HOPTON-JONES, 
SIMS & FREEMAN PLLP

 

 

 
**ITEM 2
                MANAGEMENTS DISCUSSION 

                      AND ANALYSIS OF 

                FINANCIAL CONDITION AND 

                 RESULTS OF OPERATIONS

 

 
**Basis of Presentation**
	The Companys discussion and analysis of its financial 

condition and results of operations are based upon the 

accompanying unaudited condensed consolidated financial 

statements, which have been prepared in accordance 

with accounting principles generally accepted in the United States 

of America (GAAP) for interim financial information and with the 

instructions to Form 10-Q and Article 10 to Regulation S-X.  

Accordingly, they do not include all information and footnotes 

required by GAAP for complete financial statements.  

In the opinion of management, all adjustments consisting of 

normal recurring accruals considered necessary for a fair 

presentation have been included.

	As of June 1, 2001, the Company changed its method 

of accounting with regard to slotting fees.  The Company 

previously expensed slotting fees as incurred. As of June 1, 2001, 

payments for slotting fees were capitalized and amortized over the 

expected benefit period, which is generally one year.  The change 

in accounting resulted in a pre-tax adjustment in the third quarter 

of fiscal 2002 of $156,507.  The net effect increased earnings 

$94,746 net of $61,761 of taxes or $0.01 per share.  

This change in accounting also resulted in corresponding 

changes to net income, accrued income taxes and 

prepaid expenses in the Consolidated Statement of 

Cash Flows (unaudited) for the nine months ended 

February 28, 2002.

	Reclassifications have been made in the third quarter 

of fiscal 2002 statement of operations to conform to classifications 

used in the current year in accordance with EITF No. 01-09,

 Accounting for Consideration Given by a Vendor to a 

Customer or Reseller of the Vendors Products, EITF 01-09 

was effective for the Company beginning March 1, 2002 and 

requires certain payments made to customers by the Company 

that were previously classified as selling, general and administrative 

expenses, to be classified as reductions in net sales.  The Company 

reclassified as reductions in net sales approximately $2,795,000 

of selling expenses which were previously classified as 

selling, general and administrative expenses in the statement 

of operations for the quarter ended February 28, 2002.

 
**Accrued Expenses

	Management estimates certain material expenses in an 

effort to record those expenses in the period incurred.  

The most material accrued estimates relate to a 

salary continuation plan for certain key executives of 

the Company, and to insurance-related expenses, 

including self-insurance.  Workers compensation and 

general liability insurance accruals are recorded based on 

insurance claims processed as well as historical claims experience 

for claims incurred, but not yet reported.  These estimates 

are based on historical loss development factors.  Employee 

medical insurance accruals are recorded based on medical claims 

processed as well as historical medical claims experienced for 

claims incurred but not yet reported.  Differences in estimates 

and assumption could result in an accrual requirement 

materially different from the calculated accrual.

 
**Other Matters

	The Company does not have off-balance sheet 

arrangement, financings, or other relationships with unconsolidated 

entities or other persons, also known as special purpose entities.  

Transactions with related parties, reported in Note 15 of Notes 

to Consolidated Financial Statements in the Annual Report to 

Stockholders for fiscal year ended May 31, 2002 are conducted 

on an arms-length basis in the ordinary course of business.

 
**Liquidity and Capital Resources

	Working Capital was $13.4 million at June 1, 2002 and $11.4 

million at the end of the third quarter.  Net cash provided by operating 

activities amounted to $2.07 million for the nine months  this year 

compared to $.14 million for last years first nine months.

Additions to property, plant and equipment, net of disposals, 

were $.50 million this year and $4.93 million last year.  

Cash dividends of $1.86 million were paid during this years 

first nine months compared to $2.23 million last year.  

No cash was used to purchase treasury stock this year 

and $.19 million was used last year, and $0.01 million 

of cash was provided by a decrease in investment securities 

this year compared to a net decrease in investment securities 

providing $2.48 million of cash last year.  The Companys

current ratio was 2.71 to 1.00 at February 28, 2003.

On January 7, 2003 the quarterly cash dividend was reduced 

50% to $.03125 per share due to lower earnings caused by 

sales weakness in the U.S. salty snack category and significant 

increases in employee medical costs.
**Operating Results**
	For the three months ended February 28, 2003, net 

sales decreased 11.4% from the comparable period in fiscal 

2002.  The decrease in sales is primarily attributed to continued 

sales weakness in the U.S. salty snacks category during the 

three months.  This years third quarter cost of sales was 

52.5% of net sales compared to 52.8% last year, and 

selling, general and administrative expenses were 50.5% 

of net sales this year and 40.8% last year.  These cost and 

expense percentages were adversely affected by a combination 

of the decrease in net sales and significant increases in 

employee medical costs, workers compensation, general and 

auto liability insurance costs, and energy costs.  The 

Company also invested heavily in advertising and promotional 

spending in its core market to match competitive activity during 

the third quarter of this year.

	For the year-to-date, net sales decreased 7.4% from 

last year.  Cost of sales was 52.9% of net sales compared 

to 51.7% last year.  Selling, general and administrative expenses 

were 49.4% of net sales this year and 43.0% last year.

	The Companys Gain on sale of assets for the third quarter 

in the amount of $22,737 was from the sale of used transportation 

equipment for cash.

	For the year-to-date the Gain on sale of assets was 

$269,326, $36,338 of which was from the sale of used 

transportation equipment for cash, and $232,988 was 

from the sale for cash of a central warehouse which was 

consolidated into two other central warehouses.

	The Companys third quarter investment income decreased 

3.8% from last year because investment levels and interest 

rates were lower.  For the nine months, investment income 

was 22.0% lower than last year.

	The Companys effective tax rate for the third quarter 

was minus 38.1% compared to 37.2% for last years third quarter 

and minus 38.3% for the nine months this year and 37.3% last year.**	
**Managements Discussion and Analysis of

Financial Condition and Results of Operations

Market Risk

	The principal markets risks (i.e., the risk of loss arising 

from adverse changes in market rates and prices) to which the 

Company is exposed are interest rates on its investment 

securities, bank loans, and commodity prices, affecting the 

cost of its raw materials.

	The Companys investment securities consist of short-term 

marketable securities.  Presently these are variable rate money 

market mutual funds. Assuming February 28, 2003 variable rate

 investment levels and bank loan balances, a one-point change 

in interest rates would impact interest income by $49 on an 

annual basis and interest expense by $30,206.

	The Company is subject to market risk with respect to 

commodities because its ability to recover increased costs through 

higher pricing may be limited by the competitive environment in 

which it operates.  The Company purchases its raw materials on the 

open market, under contract through brokers and directly from growers.  

Future contracts have been used occasionally to hedge immaterial 

amounts of commodity purchases but none are presently being used.
**Forward-Looking Statements

	This discussion contains certain forward-looking statements 

within the meaning of the Private Securities Litigation Reform Act of 

1995.  Actual results could differ materially from those forward-looking 

statements.  Factors that may cause actual results to differ materially 

include price competition, industry consolidation, raw material costs 

and effectiveness of sales and marketing activities, as described in the 

Companys filings with the Securities and Exchange Commission.

 

 

ITEM 3
                  QUANTITATIVE AND QUALITATIVE

                DISCLOSURE ABOUT MARKET RISK

 

	Included in Item 2, Managements Discussion and Analysis of 

Financial Condition and Results of Operations- Market Risk 

beginning on page 11.

 

ITEM 4**Controls and Procedures

	Within the 90 days prior to the date of this Report, 

The Company carried out an evaluation, under the supervision 

and with the participation of the Companys management, 

including the Companys Chief Executive Officer and Chief 

Financial Officer, of the effectiveness of the design and 

operation of the Companys Disclosure Controls and 

Procedures pursuant to Exchange Act Rule 13a-14.  

Based upon that evaluation, The Chief Executive Officer 

and Chief Financial Officer concluded that the Companys 

Disclosure Controls and Procedures are effective.  

There were no significant changes in the Companys 

internal controls or in other factors that could significantly 

affect these controls subsequent to the date of their evaluation.

 

         PART II.  OTHER INFORMATION

Item 6.  	Exhibits and Reports on Form 8-K
 

	(a)	Exhibit 99.1 Certification by Mark W. McCutcheon 

pursuant to 18 U.S.C. Section 1350, as adopted 

pursuant to Section 906 of the Sarbanes-Oxley 

Act of 2002.

		Exhibit 99.2 Certification by John H. Shannon pursuant

to 18 U.S.C. Section 1350, as adopted pursuant to 

Section 906 of the Sarbanes-Oxley Act of 2002.

 (b)	Reports on Form 8-K:

There were no reports on Form 8-K filed for the three 

months ended February 28, 2003. 

 

 

 

 

 

 

 

 

 

 

 

 

 

       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 hereunto duly authorized.

 

GOLDEN ENTERPRISES, INC.

	                                                                        (Registrant)

 

Dated: April 11, 2003			/s/Mark W. McCutcheon
					   Mark W. McCutcheon	

					   President and

					   Chief Executive Officer

 

 

 

Dated:April 11, 2003			/s/ John H. Shannon
					  John H. Shannon

					  Vice-President and

					  Chief Financial Officer	

					  (Principal Accounting Officer)

 

 

 

 

 

                                    CERTIFICATION BY 

                                MARK W. MCCUTCHEON 

                                     PURSUANT TO

                              SECURITIES EXCHANGE 

                                    ACT RULE 13A-14

 

I, Mark W. McCutcheon, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of 

Golden Enterprises, Inc.;

2.  Based on my knowledge, this quarterly report does not contain 

any untrue statement of a material fact or omit to state a material 

fact necessary to make the statements made, in light of

the circumstances under which such statements were made, not 

misleading with respect to the period covered by this quarterly report;

3.  Based on my knowledge, the financial statements and other financial 

information included in this quarterly report, fairly present in all material 

respects the financial condition, results of operations and cash flows of the 

registrant as of, and for, the periods presented in this quarterly

report;

4.  The registrants other certifying officers and I are responsible for establishing 

and maintaining disclosure controls and procedures (as defined in Exchange 

Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)  designed such disclosure controls and procedures to ensure that 

material information relating to the  registrant, including its consolidated 

subsidiaries, is made known to us by others within those entities, 

particularly during the period in which this quarterly report is 

being prepared;

b)  evaluated the effectiveness of the registrants disclosure controls and 

procedures as of a date within 90 days prior to the filing date of this 

quarterly report (the Evaluation Date); and

c)  presented in this quarterly report our conclusions about the 

effectiveness of the disclosure controls and procedures based on 

our evaluation as of the Evaluation Date;

5.  The registrants other certifying officers and I have disclosed, based 

on our most recent evaluation, to the registrants auditors and the audit 

committee of registrants board of directors (or persons performing the 

equivalent function):

a)  all significant deficiencies in the design or operation of internal 

controls which could adversely affect the registrants ability to record, 

process, summarize and report financial data and have identified for the 

registrants auditors any material weaknesses in internal controls; and b)  

any fraud, whether or not material, that involves management or 

other employees who have significant role in the registrants internal 

controls; and

 

6.  The registrants other certifying officers and I have indicated in this 

quarterly report whether or not there were significant changes in 

internal controls or in other factors that could significantly affect internal 

controls subsequent to the date of our most recent evaluation, 

including any corrective actions with regard to significant 

deficiencies and material weakness.

Date:  April 11,  2003

/s/ Mark W. McCutcheon

Mark W. McCutcheon

President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

                                   CERTIFICATION BY 

                            JOHN H. SHANNON PURSUANT TO

                                  SECURITIES EXCHANGE 

                                       ACT RULE 13A-14

 

I, John H. Shannon, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of 

Golden Enterprises, Inc.;

2.  Based on my knowledge, this quarterly report does not contain any 

untrue statement of a material fact or omit to state a material fact 

necessary to make the statements made, in light of the circumstances 

under which such statements were made, not misleading with respect to the

period covered by this quarterly report;

3.  Based on my knowledge, the financial statements and other 

financial information included in this quarterly report, fairly present 

in all material respects the financial condition, results of

operations and cash flows of the registrant as of, and for, the 

periods presented in this quarterly

report;

4.  The registrants other certifying officers and I are responsible for 

establishing and maintaining disclosure controls and procedures 

(as defined in Exchange Act Rules 13a-14 and 15d-14) for the 

registrant and we have:

a)  designed such disclosure controls and procedures to ensure that 

material information relating to the  registrant, including its consolidated 

subsidiaries, is made known to us by others within those entities, particularly 

during the period in which this quarterly report is being prepared;

b)  evaluated the effectiveness of the registrants disclosure controls 

and procedures as of a date within 90 days prior to the filing date of 

this quarterly report (the Evaluation Date); and

c)  presented in this quarterly report our conclusions about the 

effectiveness of the disclosure controls and procedures based 

on our evaluation as of the Evaluation Date;

5.  The registrants other certifying officers and I have disclosed, based 

on our most recent evaluation, to the registrants auditors and the 

audit committee of registrants board of directors (or persons performing

 the equivalent function):

a)  all significant deficiencies in the design or operation of internal controls 

which could adversely affect the registrants ability to record, process, 

summarize and report financial data and have identified for the 

registrants auditors any material weaknesses in internal controls; and

b)  any fraud, whether or not material, that involves management or 

other employees who have significant role in the registrants internal 

controls; and

6.  The registrants other certifying officers and I have indicated in this 

quarterly report whether or not there were significant changes in 

internal controls or in other factors that could significantly

affect internal controls subsequent to the date of our most recent  

evaluation, including any corrective actions with regard to significant 

deficiencies and material weakness.

Date:  April 11,  2003

/s/ John H. Shannon

John H. Shannon

Vice-President and Chief Financial Officer

 

 

 

 

 

 

	                                                                                              **EXHIBIT 99.1
 

 
**CERTIFICATION PURSUANT TO

                                           18 U.S.C. SECTION 1350,

                                      AS ADOPTED PURSUANT TO

               SECTION 906 OF THE SARBANES-OXLEY 

                                            ACT OF 2002

 

 

     In connection with the quarterly report of Golden Enterprises, Inc. 

(the Company) on Form 10**-**Q for the quarter ended February 28, 

2003 as filed with the Securities and Exchange Commission on the 

date hereof (the Report), I, Mark W. McCutcheon, Chief Executive 

Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as 

adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 

that, to the best of my knowledge:

(1)  The Report fully complies with the requirements of section 

13(a) or 15(d) of the Securities Exchange Act  of 1934; and 

(2)  The information contained in the Report fairly presents, in all 

material respects, the financial condition and results of operations 

of the Company.

 

Dated:  April 11, 2003

 

 

/s/Mark W. McCutcheon

Mark W. McCutcheon

President and Chief Executive Officer

 

 

	                                                                                         **EXHIBIT 99.2**
 

 
**CERTIFICATION PURSUANT TO

                                           18 U.S.C. SECTION 1350,

                                        AS ADOPTED PURSUANT TO

                SECTION 906 OF THE SARBANES-OXLEY 

                                     ACT OF 2002

 

 

     In connection with the quarterly report of Golden Enterprises, Inc.

 (the Company) on Form 10**-**Q for the quarter ended February 28, 

2003 as filed with the Securities and Exchange Commission on the 

date hereof (the Report), I, John H. Shannon, Chief Financial 

Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, 

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 

2002, that, to the best of my knowledge:

(1)  The Report fully complies with the requirements of section 

13(a) or 15(d) of the Securities Exchange Act  of 1934; and 

(2)  The information contained in the Report fairly presents, in all 

material respects, the financial condition and results of 

operations of the Company.

 

Dated:  April 11, 2003

 

 

/s/John H. Shannon

John H. Shannon

Vice-President and Chief Financial Officer

 

 

 

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