UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 10-K

[X]  ANNUAL  REPORT  PURSUANT  TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT  OF  1934

     FOR THE FISCAL YEAR ENDED JUNE 2, 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 NUMBER 0-5815
                            AMERICAN CONSUMERS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                 GEORGIA                                    58-1033765
      (State or other jurisdiction                       (I.R.S. Employer
     of incorporate or organization)                    Identification No.)

      55 HANNAH WAY, ROSSVILLE, GA                            30741
(Address of principal executive office)                     (Zip Code)

       Registrant's telephone number, including area code:  (706) 861-3347

           Securities registered pursuant to Section 12(g) of the Act:

                          COMMON STOCK, $0.10 PAR VALUE
                                (Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.   Yes [ ]    No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.   Yes [ ]    No [X]

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  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 [ ]    No [X]


<PAGE>
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter:

As of December 2, 2006 (the last business day of the registrant's most recently
completed second fiscal quarter), the aggregate market value of the voting stock
held by non-affiliates of the registrant was approximately $526,966.
(Calculated for these purposes by multiplying the total number of outstanding
shares held by non-affiliates by the average of available bid and asked price
information for such date.)

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date:

785,757 shares of Common Stock, $0.10 par value, as of July 16, 2007.

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K into which the document is incorporated:  (1) Any annual report
to security holders; (2) Any proxy or information statement; and (3) Any
prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of
1933.  The listed documents should be clearly described for identification
purposes:

(1)  specified  portions  of  the Registrant's Annual Report to Shareholders for
     the  fiscal year ended June 2, 2007, incorporated by reference into Part II
     of  this  Annual  Report  on  Form  10-K.

(2)  specified  portions  of  the  Registrant's Definitive Proxy Statement filed
     with  the  Securities  and  Exchange  Commission  for the Registrant's 2007
     Annual  Meeting of Shareholders, incorporated by reference into Part III of
     this  Annual  Report  on  Form  10-K.


<PAGE>
                                     PART I
                                     ------

ITEM 1.     BUSINESS

     Incorporated  in  Georgia in 1968, American Consumers, Inc. (which we refer
to  herein  as  the  "COMPANY,"  "WE"  or  "US,"  and "ACI"), operates eight (8)
supermarkets  within  a  compact  geographical  area  that  comprises  Northwest
Georgia,  Northeast  Alabama,  and  Southeast  Tennessee.

     All  of the Company's supermarkets are operated under the name "Shop-Rite."
All of the Company's supermarkets are self-service and are engaged in the retail
selling  of  groceries  including  meats,  fresh produce, dairy products, frozen
foods,  bakery  products,  tobacco  products,  and  miscellaneous other non-food
items.  The  Company's supermarkets feature national brand merchandise with only
a  minor  part  of  sales  from  controlled-label,  private-label  or  generic
merchandise.  "Controlled-label"  or  "private-label" merchandise is merchandise
purchased  from  national  or  local  suppliers under a trade name chosen by the
wholesaler supplying the merchandise.  The Company's supermarkets offer milk and
certain  dairy  products,  as  well  as frozen vegetables and jellies, under the
controlled-labels  "Foodland,"  "Food  Club,"  "Ultimate  Choice,"  "Freshland,"
"Price  Saver,"  "Top  Crest,"  "Top Care," "Select" and "Valu Time."  Bread and
related  bakery  items  are  also  offered  as  controlled-label  groceries.

     During  the fiscal year ended June 2, 2007, the Company's major supplier of
staple  groceries  was  Mitchell  Grocery  Corporation  ("MITCHELL"),  with  its
principal  corporate offices in Albertville, Alabama.  For the fiscal year ended
June  2,  2007,  approximately 81% of the Company's total inventory purchases of
$25,766,340  were  made  from  Mitchell.

     Various  local  suppliers  within  the  geographical  area  served  by  the
Company's  supermarkets  provide  the  Company  with  certain  perishable items,
including  produce,  and  accounted for approximately 19% of the Company's total
inventory  purchases  during  fiscal  2007.  The Company believes that there are
other  adequate  and convenient sources of groceries, including several area and
local suppliers, which could meet its needs.  Accordingly, while the Company has
elected  to  purchase the majority of its inventory from Mitchell for reasons of
cost,  the  Company  is  not  dependent  upon  any  particular  supplier for its
requirements  of  groceries.

     The  supermarket industry is highly competitive and the principal method of
competition  historically  has  been  the  pricing  of groceries.  The Company's
current major competitors now include various local and four regional chains, as
well as one major national retailer (Wal-Mart).  The nature of price competition
which  the  Company encounters from these major competitors includes the sale of
selected  items at below cost prices as "loss-leaders" or "advertised specials,"
the  practice of "double couponing" or matching coupon discounts with additional
cash  discounts, loyalty card programs, as well as the sale of certain main line
items  at  prices below the Company's wholesale cost.  The Company believes that
its  major  competitors  have been and are 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 the aggressive pricing and promotional activities described above
at  a  level  that  the  Company  cannot  match,  putting  us  at  a competitive
disadvantage.  As  a  result  of  these  competitive  conditions,  it  has  been
difficult  to  achieve meaningful sales increases apart from the addition of two
new  store  locations  in recent years. As discussed in more detail below, these
factors  also  have  made  it  difficult  for  the Company to sustain consistent
improvements  in  gross  profit.


                                        1
<PAGE>
     Management believes that, in recent periods, entry into the Company's trade
area by Save-A-Lot and United Grocery Outlets, and further expansion in the area
by Food Lion and Wal-Mart in addition to the presence of Ingle's and Bi-Lo, have
created  a  situation  of  ongoing  price competition and increasingly expensive
advertising  and promotional activities which place an operation the size of the
Company at a significant competitive disadvantage.  These developments, combined
with  increased  overhead  expenses and rising inventory costs, have resulted in
increased  pressure  on  the  Company's  market  share, sales and profits during
fiscal  2007, the effects of which continue to threaten the profitability of the
Company.

     The  addition  of  two  stores  since  April  of 2001 and the change in our
principal  inventory supplier in March of 2000 has allowed the Company to better
compete  in  the  marketplace.  The Company recorded a net profit for the fiscal
year ended June 2, 2007 of $97,502, representing our first profitable year since
fiscal  2003.  This  compares to net losses sustained for the fiscal years ended
June  3, 2006, May 28, 2005 and May 29, 2004 of $167,379, $331,360 and $236,050,
respectively.  We recorded a net profit of $40,134 for the fiscal year ended May
31,  2003.

     Sales  increased  by  $503,124  (or  1.51%) as compared to fiscal 2006 even
though  fiscal  2006  was  a  fifty three week year while fiscal 2007 was only a
fifty  two  week  year.  While  this  increase  was significantly less than that
experienced  during  the  prior  two  fiscal  years,  adjusting to eliminate the
effects of the extra week of operations during fiscal 2006 would have yielded an
annual sales increase of 3.46% for fiscal 2007.  Additional factors contributing
to  the  lower  sales  growth  experienced  for  fiscal  2007  included  pricing
adjustments  implemented  during  the year to recover certain prior increases in
our  wholesale  costs,  as  well  as  the  absence of the new store openings and
certain  major  sales  promotions  which  significantly  impacted  the increases
reported  for  the  prior  two  years.  Our  23.73% gross margin for fiscal 2007
represents  a  decrease  of  0.45%  from  fiscal 2006 and a decrease of 0.16% as
compared  to  fiscal  2005.  This  reduction  reflects the fact that competition
prevented us from succeeding until the third quarter of fiscal 2007 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.  The  gross  margin  also  was  impacted  by  our  introduction of certain
lower-priced,  lower-margin  generic  merchandise  this year, as well as certain
targeted merchandise sales and other weekly advertised specials run to stimulate
sales.  Management's ongoing efforts to control the Company's operating, general
and administrative expenses helped translate the relatively small sales increase
into  the Company's first net profit in four years, despite the slight reduction
in  our  gross  margin.  We  achieved  a  measure  of  success in reducing these
expenses  both  in absolute terms (by $260,829) and as a percentage of sales (by
1.15%)  during  fiscal  2007  as  compared to the prior year.  The two principal
components  of  the 2007 decrease, however, were the absence of a $98,750 charge
for a loss due to employee theft that impacted the fourth quarter of fiscal 2006
and  a decrease of $126,091 in depreciation expense for fiscal 2007 versus 2006.
The 2006 theft loss was an unusual item and, given the age and fully depreciated
status  of  a  significant portion of our physical equipment, management expects
annual  depreciation charges to return to more historically consistent levels as
the  Company  moves through anticipated replacement cycles for this equipment in
future  periods.

     Two  primary factors contributed to the reduction in the Company's net loss
for  fiscal  2006. The first of these was an increase in sales of $1,178,737 (or
approximately  3.67%)  as  compared  to  fiscal 2005.  Approximately 55% of this
sales increase was due to the fact that our 2006 fiscal year contained 53 weeks,
while  fiscal  2005  was  a  52-week  year,  with  a  significant portion of the
remaining  increase  attributable  to  two  successful sales promotions that the
Company  conducted  during  the  third  and fourth quarters of fiscal 2006.  The
second  major  factor  contributing  the


                                        2
<PAGE>
Company's  reduced  net  loss  for  the year was our fiscal 2006 gross margin of
24.18%,  which  represents  an  improvement  of  0.29%  over  fiscal 2005 and an
improvement  of  0.21%  as  compared  to  fiscal  2004.  This reversed the 0.08%
reduction  in  gross  margin  that we experienced for fiscal 2005 as compared to
fiscal  2004.  The  gross  margin  improved  because,  whereas  gross margin was
negatively  impacted  during the second half of fiscal 2005 by the fact that our
primary  inventory  supplier  increased  its  wholesale markup from 3.0% to 3.5%
during  the  third quarter and competition prevented us from immediately passing
the  increase  through  to  the retail level, management succeeded during fiscal
2006  in  strategically  adjusting the Company's retail pricing mix to recapture
the  remainder  of  this  increase.  Similarly,  while  we  were  not  able  to
immediately  adjust  our  prices  to  recover a fuel surcharge that the supplier
implemented during the second quarter of fiscal 2006, ongoing adjustments to our
pricing mix also offset this increase in our wholesale inventory costs by fiscal
year  end.  Unfortunately,  increases in several items of operating, general and
administrative  expenses,  including  a  significant  non-recurring  theft  loss
experienced  during  the  fourth  quarter  of  fiscal 2006, more than offset the
improved  gross  margin,  resulting  in  the  net  loss  for  the  year.

     The gross margin reduction that occurred in the second half of fiscal 2005,
coupled  with  significant  increases  in  operating, general and administrative
expenses for the year, were the principal drivers of the $95,310 increase in net
loss  for  fiscal  2005 versus 2004.  Major factors contributing to the net loss
experienced  in  fiscal  2004  included  expenditures  associated  with  the
establishment  of  our  eighth  grocery  store location in Tunnel Hill, Georgia,
payroll  increases  at  all  store  locations  and a significant increase in our
worker's  compensation  insurance  premium.

     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 increase we achieved during fiscal 2006, 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 cost, such as our principal
supplier's  pricing increases discussed above, further improvements in the gross
margin  may  not  be  achievable  at this time, and further deterioration in the
Company's  gross  margin  is  possible.

     Management  believes  that competitive pressures on the Company, which have
led  to  the losses experienced in three out of the last four fiscal years, will
continue to increase over time as a result of larger competitors, which are in a
better  position  than  the  Company  to  withstand prolonged price competition,
opening  more  new  stores  in  the  Company's  trade  area.

     Backlog  is  not  a  significant  factor  in  the  Company's  business.

     The  Company employs approximately 85 full-time employees and approximately
141  part-time  and  seasonal  employees.

     The  Company believes it is in compliance with all federal, state and local
laws  relating  to  environmental  protection.  No  capital  expenditures  for
equipment  relating  to  environmental  protection  are  presently  anticipated.


                                        3
<PAGE>
     The  Company  is  engaged in a single line of business; namely, the retail,
self-service  grocery  business  which  is not divisible into separate segments.
The  following  table sets forth information for the last three (3) fiscal years
as  to  the  total sales and revenue of the Company contributed by each class of
products  which  contributed  a significant percentage of the total retail sales
and  revenues  of  the  Company  in  the  last  three  (3)  fiscal  years.

<TABLE>
<CAPTION>
                             Fiscal 2007    Fiscal 2006    Fiscal 2005
Product Class                (52 Weeks)     (53 Weeks)     (52 Weeks)
--------------------------  -------------  -------------  -------------
<S>                         <C>            <C>            <C>
Grocery and Non-Food Items  $  21,627,218  $  21,183,034  $  20,526,293
Meat and Deli                   9,419,858      9,533,808      9,230,478
Produce                         2,735,976      2,563,086      2,344,420
</TABLE>


ITEM  1A.     RISK  FACTORS

     The  following  are  certain  risk  factors that could affect the Company's
business,  results  of  operations  and financial condition.  These risk factors
could  cause  the  Company's  actual  results  to  differ  materially from those
projected  in  the  forward-looking statements contained in our Annual Report on
Form  10-K.  Before  investing in the Company, investors should know that making
such  an investment involves some risks.  The risks that are described below are
not  the  only  ones  the  Company  faces,  and  there  may  be  other risks and
uncertainties  not  presently known to us, or that we presently deem immaterial,
that  could  affect  our  business.  If  any  of  the following risks occur, the
Company's  business,  results  of  operations  or  financial  condition could be
negatively  affected.  The  Company  does not undertake any obligation to update
forward-looking  statements.

FOR  FOUR  OUT  OF  THE  PAST  SEVEN FISCAL YEARS WE HAVE BEEN UNABLE TO OPERATE
PROFITABLY  DUE  TO  A  HIGH  LEVEL  OF  COMPETITION IN THE RETAIL GROCERY STORE
BUSINESS.  THIS INTENSE COMPETITION MAY BE EXPECTED TO HAVE A NEGATIVE IMPACT ON
THE  PRICES  WE  MAY  CHARGE FOR OUR PRODUCTS AND, ACCORDINGLY, ON THE COMPANY'S
REVENUES,  MARGINS  AND  PROFITABILITY.

     The  retail  food  industry  in  which  the  Company  operates is extremely
competitive  and  is  generally  characterized by narrow profit margins and high
inventory  turnover.  We  are  competing  against  national,  regional and local
supermarket  chains,  independent and specialty grocers, and nontraditional food
stores, such as super-centers and club stores, as well as convenience stores and
prepared  food  retailers.  Our  principal  competitors compete primarily on the
basis  of  price,  quality  of  products,  product assortment, service and store
location.  An  overall  lack  of  inflation  in  food  prices  and  increasingly
competitive markets have made it difficult generally for grocery store operators
to  achieve  comparable  store  sales gains and maintain profitability.  Because
sales  growth  has  been  difficult  to  attain,  competitors  have attempted to
maintain  market  share  through  increased levels of promotional activities and
discount pricing, creating a more difficult environment in which to consistently
increase  year-over-year-sales.  Our  responses  to these competitive pressures,
such  as  additional  promotions  and  increased  advertising,  have in the past
adversely  affected our operating margins and our overall profitability, and may
continue  to  do  so  in the future.  Further, these competitive pressures often
delay  our  ability to adjust our prices to reflect increases in our costs, such
as increases in wholesale inventory prices or in other elements of our overhead.
Accordingly,  we  may  not  be  able  to  fully absorb any future cost increases
through  our  efforts  to adjust retail prices or increase efficiencies in other
areas  of  operations, which could result in increased losses in future periods.


                                        4
<PAGE>
OUR  LEVEL  OF  OUTSTANDING  INDEBTEDNESS,  COUPLED  WITH  THE  LOSSES  WE  HAVE
EXPERIENCED  IN FOUR OF THE LAST SEVEN YEARS AND INCREASING INTEREST EXPENSE AND
OTHER BANK CHARGES, COULD IMPAIR OUR FINANCIAL FLEXIBILITY AND NEGATIVELY IMPACT
OUR  BUSINESS.

     As  of  June  2,  2007,  our  aggregate  outstanding  indebtedness stood at
$2,118,162  as  compared  to  total assets for the Company of $3,724,487 at such
date.  Our  level  of  indebtedness  could:

  -  make it  difficult  for  us  to  satisfy  our obligations, including making
     interest  payments;

  -  limit our  ability  to  obtain  additional  financing  to fund both working
     capital  and  capital  spending  requirements;

  -  limit our  financial flexibility in planning for, and reacting to, industry
     changes;

  -  place us  at  a  competitive  disadvantage  as  compared  to less leveraged
     companies;

  -  increase  our  vulnerability  to  general  adverse  economic  and  industry
     conditions,  including  changes  in  interest  rates;  and

  -  require  us  to dedicate a substantial portion of our cash flow to payments
     on our debt, reducing the availability of our cash flow for other purposes.

     Historically, we have financed our working capital requirements principally
through cash flow from operations.  During the past four years, however, we have
increased our reliance on both bank and vendor financing due to increased losses
which  coincided  with  increased  inventory  and  capital spending requirements
beginning  in  fiscal  2004  related  to the establishment of our eighth grocery
store  location.  While  we  believe  that our cash flows and existing financing
arrangements will continue to supply our working capital needs, if our operating
losses  should  increase relative to depreciation and other non-cash charges, we
could  be  required  to  seek  additional financing through bank loans, or other
sources,  in  order  to  meet our working capital needs.  If we could not obtain
such  additional financing, or could not do so on commercially reasonable terms,
we  could  be required to reduce our current level of operations.  We also could
be forced to delay or cancel future planned equipment upgrades and other capital
spending if we are not able to obtain appropriate financing for such projects on
commercially  reasonable  terms.  Further,  increased interest expense resulting
from  higher  debt  levels  and rising interest rates, as well as increased bank
service  charges  related  to both temporary overdrafts in our accounts and fees
for  processing larger numbers of credit and debit card transactions required to
maintain  sales,  have contributed significantly to our losses in recent periods
and  may  continue  to  adversely  impact  our  future  performance.

OUR EFFORTS TO ACHIEVE INITIAL COMPLIANCE WITH SECTION 404 OF THE SARBANES-OXLEY
ACT  MAY  RESULT  IN SIGNIFICANT ADDITIONAL EXPENSES, AND ANY FAILURE TO ACHIEVE
AND MAINTAIN EFFECTIVE INTERNAL CONTROLS COULD HAVE A MATERIAL ADVERSE EFFECT ON
OUR  BUSINESS,  OPERATING  RESULTS  AND  STOCK  PRICE.

We are in the process of documenting and testing our internal control procedures
in  order  to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act,
which  will  require  annual  management assessments of the effectiveness of our
internal  control  over financial reporting beginning with our annual report for
the  Company's  2008  fiscal  year  and  annual  attestation  reports


                                        5
<PAGE>
by  our  independent  auditors  addressing  the  effectiveness  of such internal
controls  beginning  with  our annual report for the Company's 2009 fiscal year.
We  expect  our  efforts  to achieve initial compliance with these provisions to
require  a  significant  commitment  of  management  resources  and to result in
significant  additional expenses, which may have a significant adverse effect on
our  financial  condition  and  results  of  operations over the next two fiscal
years.  Further, we have in the past discovered, and may in the future discover,
areas of our internal controls that need improvement.  For example, our external
auditors  have  brought  to  our  attention  a  need to adopt increased security
measures  related  to our financial accounting systems, increase the segregation
of duties related to certain of our accounting and financial reporting processes
and improve our cash controls and cash management procedures.  During the course
of  our  testing we may identify additional deficiencies.  We may not be able to
remediate  such  deficiencies  in  time  to  meet  the  deadline  imposed by the
Sarbanes-Oxley  Act  for  compliance  with  the requirements of Section 404.  In
addition,  if  we  fail  to  achieve  and  maintain the adequacy of our internal
controls,  as  such standards are modified, supplemented or amended from time to
time, we may not be able to ensure that we can conclude on an ongoing basis that
we  have effective internal controls over financial reporting in accordance with
Section  404  of  the Sarbanes-Oxley Act.  Moreover, effective internal controls
are  necessary for us to produce reliable financial reports and are important to
helping  prevent  financial  fraud.  If  we  cannot  provide  reliable financial
reports  or  prevent  fraud, our business and operating results could be harmed,
investors  could  lose confidence in our reported financial information, and the
trading  price  of  our  stock  could  be  adversely  affected.

OUR  COMMON  STOCK  IS  NOT  ACTIVELY TRADED AND IS NOT TRADED ON AN ESTABLISHED
EXCHANGE, AND A MAJORITY OF OUR STOCK IS HELD BY INSIDERS, WHICH MAY BE EXPECTED
TO  RESULT  IN  LIMITED  LIQUIDITY  AND  STOCK  PRICE  VOLATILITY FOR INVESTORS.

     Our common stock is quoted on the Pink Sheets under the symbol "ANCS".  The
Pink  Sheets  is  not  an  established  exchange,  and  we  do  not  have enough
shareholders  or  outstanding  shares  to  support  an  active  trading  market.
Accordingly,  the  market  for our common stock is not liquid and the historical
prices  at  which  our stock has traded may not provide a reliable indication of
future  market prices.  For those reasons, the trading price of our common stock
could  fluctuate significantly.  Volatility in our stock price could also result
from  the  following  factors,  among  others:

  -  the fact  that we are presently unable to pay dividends to our stockholders
     due  to  the ongoing losses experienced in most of our recent fiscal years;

  -  the fact  that  a  majority  of our outstanding common stock (approximately
     63.1%)  is  controlled by the Company's officers and directors, principally
     by  Michael A. Richardson, our Chief Executive Officer, and his wife, Diana
     K.  Richardson;

  -  quarterly  variations  in  the  Company's  operating  results;

  -  changes  in  governmental  regulations;

  -  the operating  and  stock  price  performance  of  other  companies  in our
     industry;  and

  -  general  stock  market  and  economic  conditions.


                                        6
<PAGE>
UNFAVORABLE  CHANGES  IN GOVERNMENTAL REGULATION MAY IMPOSE ADDITIONAL COSTS AND
ADMINISTRATIVE  BURDENS  ON THE COMPANY THAT COULD HAVE AN ADVERSE EFFECT ON OUR
RESULTS  OF  OPERATIONS  AND  FINANCIAL  CONDITION.

     Our  stores  are  subject  to  various  federal,  state and local laws, and
regulations  affecting  our  business.  We  must comply with numerous provisions
regulating, among other things,  health and sanitation standards, food labeling,
land use and zoning, community right-to-know laws, equal employment opportunity,
workplace safety, minimum wages and other employment practices and licensing for
the  sale  of  food.  We  cannot predict the nature of future laws, regulations,
interpretations  or  their  application,  or  determine  what  effect additional
government  regulations  or  administrative  orders, when and if promulgated, or
disparate  federal,  state  or  local schemes would have on our future business.
They  could,  however, require the reformulation of certain products to meet new
standards,  the  recall  or  discontinuance  of  certain products not able to be
reformulated,  additional  record  keeping,  expanded  documentation  of  the
properties  of  certain  products,  expanded  or  different  labeling  and/or
substantiation.  Any  or  all  of  such  requirements, to the extent they either
raise  the  wholesale  prices  for  our  inventory or impose direct costs on the
Company, could have an adverse effect on our results of operations and financial
condition.

     Further,  the  Sarbanes-Oxley  Act  of  2002 includes provisions addressing
audits,  financial reporting and disclosure, conflicts of interest and corporate
governance at public companies.  We have already incurred increased professional
fees  during  fiscal  years  2005  through 2007 related to compliance with these
provisions.  As  discussed  above, we also expect our efforts to achieve initial
compliance  with  the  provisions  of  Section 404 of this Act, which deals with
management's  report  on  internal controls and an auditor's examination of such
report,  to impose significant additional costs on the Company over the next two
fiscal years.  We expect these costs to include additional significant increases
in  accounting  and  consulting  fees,  as well as additional internal personnel
costs  and  the  indirect  costs  imposed  by the diversion of scarce management
resources  to  deal with regulatory compliance matters as opposed to operational
issues.  These  increased  costs  are  likely  to adversely affect our financial
condition  and  results of operations because, as discussed above, the intensely
competitive  nature  of  our business makes it difficult for ACI to recover cost
increases  through  adjustments  to  our  retail  prices.  Additionally,  while
compliance  with  these  regulations  may  ultimately  increase  our operational
efficiency,  obtaining  financing  to  help  with  the  initial  funding  of our
compliance  efforts  may  prove  difficult  if  we are not able to demonstrate a
short-term  return  on  the  investment  to  potential  lenders.

THE  MAJORITY  OF OUR OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES IS COMPOSED
OF  PERSONNEL  COSTS,  SO THAT INCREASES IN PREVAILING WAGES, BENEFITS AND OTHER
ASSOCIATED  COSTS, SUCH AS RECENT LEGISLATION MANDATING INCREASES IN THE FEDERAL
MINIMUM  WAGE, COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS
AND  FINANCIAL  CONDITION.

     The  majority  of  our  operating,  general  and administrative expenses is
composed  of  employee  payroll  and  related  insurance  and  benefits expense.
Accordingly, our financial performance may be greatly influenced by increases in
wage  and  benefit  costs.  We  compete  with other businesses in our markets in
attracting  and  retaining  employees.  Tight labor markets, increased overtime,
government  mandated  increases  in  the minimum wage and a higher proportion of
fulltime  employees could all result in an increase in our labor costs.  We have
a  substantial  number of employees who are paid wage rates at or slightly above
the  minimum  wage.  As federal and state minimum wage rates increase, we may be
required  to  increase not only the wages of our minimum wage employees but also
the wages paid to employees whose wage rates are above minimum wage.  A shortage
of


                                        7
<PAGE>
qualified  employees  also  could  require  us  to increase our wage and benefit
offerings  in  order  to  compete  effectively  in  the  hiring and retention of
qualified  employees  or  to  retain  more  expensive  temporary  employees.
Additionally,  various  proposals that would require employers to provide health
insurance  for  all of their employees are being considered from time-to-time in
Congress  and various states.  The imposition of any requirement that we provide
health  insurance  to  all  employees  on  terms  materially  different from our
existing  programs  could  also  significantly  increase  our  costs.  Due  to
competitive conditions in our business, any such increases in labor and benefits
costs  would  be  difficult  for  us  to  recover  through contemporaneous price
increases,  and  there  can be no assurance that we would be able to absorb such
cost  increases  through  efforts to increase efficiencies in other areas of our
operations.  Accordingly,  increased  labor  and  benefits  costs  could  have a
material  adverse  effect  on our financial condition and results of operations.

WE  ARE VULNERABLE TO ADVERSE CHANGES IN ECONOMIC CONDITIONS IN THE CONCENTRATED
GEOGRAPHIC REGION IN WHICH WE OPERATE, AS WELL AS CHANGES AFFECTING THE NATIONAL
ECONOMY,  AND  NEGATIVE ECONOMIC DEVELOPMENTS EITHER LOCALLY OR NATIONALLY COULD
HAVE  A  MATERIAL  ADVERSE  IMPACT  ON  OUR  BUSINESS.

     Our  operations  are  concentrated  within a compact geographical area that
comprises Northwest Georgia, Northeast Alabama, and Southeast Tennessee.  We are
therefore  vulnerable  to  regional economic downturns as well as to natural and
other catastrophic events that may impact our local region, in addition to being
vulnerable  to  any such events that may affect the national economy as a whole.
Economic  conditions such as interest rates, energy costs and unemployment rates
may  adversely affect both our sales and our cost structure, which could lead to
higher  losses,  and  may also adversely affect our future growth and expansion.
Further,  since  our operations are concentrated in a single, relatively compact
geographical  area,  opportunities  for  future  store expansion may be limited,
which  may  adversely  affect  our  business  and  results  of  operations.

THE LOSS OF ANY OF OUR KEY EMPLOYEES COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
BUSINESS.

     We  are  heavily  dependent upon the services of Michael A. Richardson, our
President  and  Chief  Executive  Officer,  and Paul R. Cook, our Executive Vice
President  and  Chief Financial Officer, as well as certain other key personnel.
If  Mr.  Richardson,  Mr.  Cook  or  any  of  our  other  key  personnel were to
unexpectedly leave our Company, our business, financial condition and results of
operations  could  be  materially  and  adversely  affected.

CHANGES  IN  THE  TERMS  ON WHICH SUPPLIERS REQUIRE THE COMPANY TO PAY FOR STORE
MERCHANDISE  COULD  HAVE  AN ADVERSE EFFECT ON THE COMPANY'S BUSINESS, FINANCIAL
CONDITION  AND  RESULTS  OF  OPERATIONS.

     Similar  to  many retailers, the Company has payment terms with most of its
suppliers  that  extend payment for up to 30 days beyond the date the product is
purchased.  Those  payment  terms  are  subject  to  change at any time.  If the
Company's  suppliers  change their payment terms for whatever reason and require
faster  payment  by  the Company, it could have a material adverse effect on the
Company's  business,  financial  condition  and  results  of  operations.

A  CHANGE  IN  SUPPLIER  REBATES  COULD  ADVERSELY  AFFECT  OUR  RESULTS.

     We  receive  allowances,  credits  and  income form suppliers primarily for
volume  incentives,  new  product  introductions,  in-store  promotions  and
co-operative  advertising.  Certain  of  these  funds are based on volume of net
sales  or  purchases,  growth  rate  of  net  sales  or  purchases and marketing


                                        8
<PAGE>
programs.  If  we  do not grow our net sales over prior periods or if we are not
in  compliance  with  the  terms  of  these  programs, there could be a material
negative  effect  on  the  amount  of  incentives  offered  or paid to us by our
suppliers.

     Additionally,  suppliers  routinely  change  the  requirements for, and the
amount  of, funds available.  No assurance can be given that we will continue to
receive  such  incentives or that we will be able to collect outstanding amounts
relating to these incentives in a timely manner, or at all.  A reduction in, the
discontinuance  of, or a significant delay in receiving such incentives, as well
as  the  inability  to  collect  such  incentives, could have a material adverse
effect  on  our  business,  results  of  operations  and  financial  condition.

WE DEPEND ON ONE PRINCIPAL SUPPLIER FOR A SUBSTANTIAL PORTION OF OUR MERCHANDISE
INVENTORY.  A  DISRUPTION IN SUPPLY OR A CHANGE IN OUR RELATIONSHIP COULD HAVE A
MATERIAL  ADVERSE  EFFECT  ON  OUR  BUSINESS.

     We  purchase  approximately  81% of our merchandise including grocery, meat
and produce items, from a single wholesale grocer, Mitchell Grocery Corporation.
Mitchell  has  been  a  supplier  of  ours since 2000.  We do not have a written
contract  with  Mitchell  but a change of merchandise suppliers, a disruption in
supply  or  a  significant change in our relationship with Mitchell could have a
material adverse effect on our business and results of operations and ability to
service  our  outstanding  indebtedness.

AS  A  RESULT  OF  SELLING FOOD PRODUCTS, WE MAY BE EXPOSED TO PRODUCT LIABILITY
CLAIMS  AND  ADVERSE  PUBLICITY THAT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
PROFITABILITY  AND  BUSINESS  OPERATIONS.

     The  packaging, marketing, distribution and sale of food products purchased
from  others  entail  an  inherent risk of product liability, product recall and
adverse  publicity  resulting  from  such events.  Any such products may contain
contaminants that we may inadvertently redistribute.  These contaminants may, in
certain  cases,  result  in  illness,  injury  or  death  if  processing  at the
foodservice  or  consumer  level  does  not eliminate the contaminants.  Even an
inadvertent shipment of adulterated products may violate the law and may lead to
an  increased  risk  of  exposure  to product liability claims.  There can be no
assurance  that  such claims will not be asserted against us or that we will not
be  obligated  to  perform  such a recall in the future.  If a product liability
claim  is successful, our insurance may not be adequate to cover all liabilities
that  we  may  incur,  and  we  may  not  be  able  to continue to maintain such
insurance,  or  obtain comparable insurance at a reasonable cost, if at all.  If
we  do not have adequate insurance or contractual indemnification available from
the  producer  of  the  product or others in the supply chain, product liability
claims  relating  to  defective products could have a material adverse effect on
our  business,  financial  condition  and  results  of operations.  In addition,
adverse  publicity  about  these  types  of  claims and concerns, whether or not
valid, may discourage consumers from buying our products or cause production and
delivery  disruptions,  which  also  could have a material adverse effect on our
business,  financial  condition  and  results  of  operations.

IF  WE  WERE  HELD LIABLE FOR ANY FUTURE ENVIRONMENTAL DAMAGES OR CLEANUP COSTS,
OUR  BUSINESS  AND  FINANCIAL  CONDITION  COULD  BE  ADVERSELY  IMPACTED.

     Our  operations  subject us to various laws and regulations relating to the
protection  of  the  environment,  including  those governing the management and
disposal  of  hazardous  materials and the cleanup of contaminated sites.  Under
some  environmental  laws,  such  as  the  Comprehensive


                                        9
<PAGE>
Environmental  Response,  Compensation, and Liability Act of 1980, also known as
CERCLA  or  the Superfund law, and similar state statues, responsibility for the
entire cost of cleanup of a contaminated site can be imposed upon any current or
former  site  owners or operators, or upon any party who sent waste to the site,
regardless  of  the  lawfulness  of  the  original  activities  that lead to the
contamination.  We  believe  we are currently in substantial compliance with all
applicable  environmental  requirements.  However,  future  developments such as
more  aggressive  enforcement  policies,  new  laws  or  discoveries  of unknown
conditions may require expenditures that could have a material adverse effect on
our  business  and  financial  condition.

ADVERSE  OUTCOMES  IN ANY FUTURE LEGAL PROCEEDINGS COULD HAVE A MATERIAL ADVERSE
EFFECT  ON  OUR  FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS.

     From  time  to time, we may be made a party to legal proceedings, including
matters involving personnel and employment issues, personal injury, intellectual
property  and  other proceedings arising in the ordinary course of business.  We
are not presently a party to any material legal proceedings, and we estimate our
exposure  to  any  such  claims  and  litigation arising in the normal course of
business  and  currently  believe  we  have  made  adequate  provisions for such
exposure.  Unexpected future outcomes in any such matters, however, could result
in  a  material  adverse  effect  on  our  financial  condition  and  results of
operations.

ANY  DISRUPTIONS  TO  THE  OPERATION  OF,  OR  BREACHES  IN THE SECURITY OF DATA
MAINTAINED  IN,  THE  INFORMATION  TECHNOLOGY  SYSTEMS  ON  WHICH  OUR  BUSINESS
INCREASINGLY  DEPENDS  COULD  ADVERSELY  AFFECT  THE  COMPANY.

     Our  business  is  increasingly dependent on information technology systems
that  are  complex and vital to continuing operations.  If we were to experience
difficulties  maintaining existing systems or implementing new systems, we could
incur  significant  losses  due  to disruptions in our operations. Additionally,
these systems contain valuable proprietary data that, if breached, would have an
adverse  effect  on  the  Company.


                                       10
<PAGE>
ITEM  1B.    UNRESOLVED  STAFF  COMMENTS.

None.


ITEM  2.     PROPERTIES

     The  executive  offices  of  the Company are located in a 4,000 square-foot
office  building  on  Hannah  Way,  just  off  Battlefield Parkway in Rossville,
Georgia,  which  the  Company  holds  under  a  lease for a term of three years,
expiring  in  September  2009  with  one  two-year  renewal  option.

     The  Company's supermarkets are located in Ringgold, LaFayette, Chatsworth,
Chickamauga and Tunnel Hill, Georgia; Stevenson, Alabama; and Dayton and Jasper,
Tennessee.  All  of  the eight locations are leased from unaffiliated landlords.
Summary  information  concerning  these  leases  is  presented  below:

<TABLE>
<CAPTION>
                 Square      Current Lease        Renewal
Location         Footage         Term             Options
---------------  -------  -------------------  -------------
<S>              <C>      <C>                  <C>
Ringgold, GA      14,400  12/01/02 - 11/30/07        -
LaFayette, GA     20,500  02/01/07 - 01/31/12  1-5 yr. terms
Chatsworth, GA    24,360  04/29/03 - 04/30/08  2-5 yr. terms
Chickamauga, GA   13,840  01/01/05 - 12/31/09  1-5 yr. term
Tunnel Hill, GA   18,900  01/01/04 - 08/31/07  3-5 yr. terms
Stevenson, AL     23,860  06/01/04 - 05/31/09  1-5 yr. term
Dayton, TN        23,004  08/01/07 - 07/31/12        -
Jasper, TN        25,000  05/01/06 - 04/30/14  2-5 yr. terms
                 -------
                 163,864
                 =======
</TABLE>

     The  supermarkets  in  Ringgold,  LaFayette,  Chatsworth  and  Tunnel Hill,
Georgia;  Stevenson,  Alabama;  and  Dayton,  Tennessee,  are  located  in strip
shopping  centers.  The stores in Chickamauga, Georgia and Jasper, Tennessee are
free-standing.


ITEM  3.     LEGAL  PROCEEDINGS

     There  are  no material pending legal proceedings to which the Company is a
party,  or  to which any of its property is subject, nor have any material legal
proceedings  been  terminated  during the fourth quarter of the Company's fiscal
year.


ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

None.


                                       11
<PAGE>
                        EXECUTIVE OFFICERS OF THE COMPANY

     The  Company's Board of Directors appoints the Company's Executive Officers
for  a  term  of  one  year.  The  names,  ages,  offices held with the Company,
business  experience  during the past five years, and certain directorships held
by  each  of  the  Company's  Executive  Officers are set forth in the following
table:

<TABLE>
<CAPTION>
Name and Year          Office(s) Presently
First Elected as       Held, Business Experience
Executive Officer      and Certain Directorships          Age
---------------------  ---------------------------------  ---
<S>                    <C>                                <C>

Michael A. Richardson  Chairman of the Board of            61
1977                   Directors, President, Chief
                       Executive Officer, member of
                       the Executive Committee of
                       the Board of Directors.

Paul R. Cook           Executive Vice-President,           57
1987                   Treasurer, Chief Financial
                       Officer, Director, member of
                       the Executive Committee of
                       the Board of Directors.
                       Director of Capital Bank,
                       Fort Oglethorpe, Georgia
                       since May 1993.

James E. Floyd         Vice-President, member of           63
1991                   the Executive Committee
                       (ex-officio).

Reba S. Southern       Secretary, member of the            54
1991                   Executive Committee (ex-officio).
</TABLE>


                                       12
<PAGE>
                                     PART II
                                     -------

ITEM  5.     MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
             AND ISSUER  PURCHASES  OF  EQUITY  SECURITIES

(a)     The  approximate  number of record holders of the Company's common stock
at  June  2,  2007,  was 782.  The Company does not have any equity compensation
plans.  The  remaining  information  required by paragraph (a) of this Item 5 is
incorporated  herein  by  reference  to page 4 of the Company's Annual Report to
security  holders  for  the  fiscal  year  ended  June  2,  2007.

(b)     Not  applicable.

(c)     Issuer  Repurchases:
        -------------------

The  following  table presents information with respect to repurchases of common
stock  made  by the Company during the fourth quarter of the fiscal year 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>
March 4 - March 31, 2007            165  $    1.00                    -                    -
April 1 - April 28 2007             715  $    1.00                    -                    -
April 29 - June 2, 2007             440  $    1.00                    -                    -
TOTAL                             1,320  $    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.     SELECTED  FINANCIAL  DATA

     The  information  required by this Item is incorporated herein by reference
to page 3 of the Company's Annual Report to security holders for the fiscal year
ended  June  2,  2007.


ITEM  7.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
             RESULTS  OF  OPERATIONS

     The  information  required by this Item is incorporated herein by reference
to pages 6 through 19 of the Company's Annual Report to security holders for the
fiscal  year  ended  June  2,  2007.


                                       13
<PAGE>
ITEM 7A.     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 June 2, 2007 a one percent (1.0%) increase in the prime interest
rate  would  increase interest expense applicable to our variable rate debt (and
reduce  our income) by approximately $8,000 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  $8,000  annually.


ITEM  8.     FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

     The  information  required by this Item is incorporated herein by reference
to  pages  20  through 35 of the Company's Annual Report to security holders for
the  fiscal  year  ended  June  2,  2007.


ITEM  9.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL  DISCLOSURE

None.


ITEM  9A.     CONTROLS  AND  PROCEDURES

As  of  the  end  of the period covered by this annual report, an evaluation was
performed,  under  the supervision and with the participation of our management,
including  our  Chief  Executive  Officer  and  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  upon  that
evaluation,  the  Chief  Executive  Officer  and  the  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  fourth  fiscal  quarter of the period covered by this annual report that
materially  affected, or is reasonably likely to materially affect, our internal
control  over  financial  reporting.


ITEM  9B.    OTHER  INFORMATION

None.


                                       14
<PAGE>
                                    PART III
                                    --------

ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers
------------------

Information  concerning  the Company's Executive Officers is set forth in Part I
of  this  report  on  Form  10-K  under  the  caption "Executive Officers of the
Company."

Audit Committee Financial Expert
--------------------------------

All  three  of  the Company's independent directors currently serve on the Audit
Committee,  and  each  is  an  experienced  business  professional.  Thomas  L.
Richardson  is  the  retired  chief  executive officer of Learning Labs, Inc., a
position  he  held  for  27  years.  He  has  had over 31 years of experience in
reviewing  the  Company's  financial  reporting  process  through  service as an
independent  director.  Danny  R.  Skates  has  12  years  of  senior management
experience  as  Vice  President and General Manager of Jackson Chevrolet Pontiac
Buick  GMC,  Inc.,  and  Andrew V. Douglas has had extensive experience with the
business  of  independent  grocery  retailers  such  as  the Company through his
service  as a retail counselor for Fleming Companies, Inc., our former principal
supplier.  Accordingly, in light of their backgrounds and their understanding of
the  Company's business, the Board of Directors believes that the members of the
Audit  Committee  will  be able to provide effective oversight for the Company's
financial  reporting  process  and  its  relationship  with  its  independent
accountants.  Nevertheless,  the Company's Board of Directors has not determined
that  any  member  of  the  Company's  Audit  Committee  qualifies  as an "audit
committee  financial  expert"  under the SEC's detailed, technical definition of
that  term.

Code of Ethics
--------------

The  Company  has  adopted  a  Code of Business Conduct and Ethics (the "Code of
Ethics")  which  applies to its principal executive officer, principal financial
officer  and  principal  accounting  officer  or  controller,  and  any  persons
performing  similar functions.  A copy of the Code of Ethics is filed as Exhibit
14  to  this  Report.

The  remaining  information  required  by  this  Item  is incorporated herein by
reference  to the Company's definitive proxy statement filed with the Securities
and Exchange Commission pursuant to Regulation 14A for the Company's 2007 Annual
Meeting  of  Shareholders,  under  the  headings "INFORMATION ABOUT NOMINEES FOR
DIRECTOR"  and  "SECTION  16(a)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE."


                                       15
<PAGE>
ITEM  11.     EXECUTIVE  COMPENSATION

The information required by this Item is incorporated herein by reference to the
Company's  definitive  proxy  statement  filed  with the Securities and Exchange
Commission  pursuant  to Regulation 14A for the Company's 2007 Annual Meeting of
Shareholders,  under  the  headings  "DIRECTOR  COMPENSATION,"  "EXECUTIVE
COMPENSATION" and "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION."
Additionally,  in  accordance  with  Instruction  (2)  to  Item 407(e)(5) of SEC
Regulation  S-K,  the  section  of  such proxy statement entitled "REPORT OF THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF AMERICAN CONSUMERS, INC." is
incorporated  herein  by  reference  as  "furnished" but not "filed" disclosure,
pursuant  to  General  Instruction  G(3)  to  SEC  Form  10-K.


ITEM  12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
              RELATED  STOCKHOLDER  MATTERS

Securities Authorized for Issuance Under Equity Compensation Plans
------------------------------------------------------------------

The Company has not adopted any equity compensation plans.

The  remaining  information  required  by  this  Item  is incorporated herein by
reference  to the Company's definitive proxy statement filed with the Securities
and Exchange Commission pursuant to Regulation 14A for the Company's 2007 Annual
Meeting  of  Shareholders,  under  the  headings  "PRINCIPAL  SHAREHOLDERS"  and
"INFORMATION  ABOUT  NOMINEES  FOR  DIRECTOR."


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

The information required by this Item is incorporated herein by reference to the
Company's  definitive  proxy  statement  filed  with the Securities and Exchange
Commission  pursuant  to Regulation 14A for the Company's 2007 Annual Meeting of
Shareholders, under the headings "CERTAIN TRANSACTIONS" and "DIRECTOR NOMINATION
PROCESS  AND  INDEPENDENCE  DETERMINATIONS."


ITEM  14.     PRINCIPAL  ACCOUNTING  FEES  AND  SERVICES

The information required by this Item is incorporated herein by reference to the
Company's  definitive  proxy  statement  filed  with the Securities and Exchange
Commission  pursuant  to Regulation 14A for the Company's 2007 Annual Meeting of
Shareholders,  under  the  heading  "AUDIT  FEES."


                                       16
<PAGE>
                                     PART IV
                                     -------

ITEM  15.     EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES

     1.   The following  Financial  Statements  included  in  the Company's 2007
          Annual  Report  to the security holders  for  the  fiscal  year  ended
          June 2, 2007,  are  incorporated  by  reference  in  Item  8  hereof:

          -    Report  of  Independent  Registered  Public  Accounting  Firm

          -    Balance  Sheets  -  June  2,  2007  and  June  3,  2006

          -    Statements  of  Income  and  Changes  in  Stockholders'  Equity -
               Fiscal  Years  Ended  June 2, 2007, June 3, 2006 and May 28, 2005

          -    Statements  of  Cash  Flows  -  Fiscal  Years Ended June 2, 2007,
               June  3,  2006  and  May  28,  2005

          -    Notes to  Financial  Statements

     2.   None of  the  schedules  for  which  provision  is  made  in  the
          applicable  accounting  regulations  of  the  Securities  and Exchange
          Commission  are  required  under the related instructions, or else are
          inapplicable to the Company, and therefore no such schedules have been
          filed.

     3.   The Exhibit  Index  attached  to  this  report  is  incorporated  by
          reference  into  this  Item  15(a)(3).


                                       17
<PAGE>
                                   SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the  registrant  has duly caused this report to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized.

                                      AMERICAN CONSUMERS, INC.

Date:  August 28, 2007                By: /s/ Michael A. Richardson
                                          ------------------------------
                                          Michael A. Richardson
                                          Chairman of the Board,
                                          President and Chief
                                          Executive Officer

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
registrant  and  in  the  capacities  and  on  the  dates  indicated.


<TABLE>
<CAPTION>



SIGNATURE                            TITLE                   DATE
-------------------------  --------------------------  ----------------
<S>                        <C>                         <C>


/s/ Michael A. Richardson  Chairman of the Board,      August 28, 2007
-------------------------  President and Chief
Michael A. Richardson      Executive Officer

/s/ Paul R. Cook           Executive Vice-President,   August 28, 2007
-------------------------  Chief Financial Officer,
Paul R. Cook               Treasurer
                           (Chief Accounting Officer)
                           and Director

/s/ Virgil E. Bishop       Director                    August 28, 2007
-------------------------
Virgil E. Bishop

/s/ Danny R. Skates        Director                    August 28, 2007
-------------------------
Danny R. Skates

/s/ Thomas L. Richardson   Director                    August 22, 2007
-------------------------
Thomas L. Richardson

/s/ Andrew V. Douglas      Director                    August 29, 2007
-------------------------
Andrew V. Douglas
</TABLE>


<PAGE>
                                 EXHIBIT INDEX

Exhibit 3           Articles of Incorporation and By-Laws. Incorporated by
                    reference to Exhibit 3 to Form 10-K for the year ended May
                    29, 1993.

Exhibit 10.1        Lease for the Company's Ringgold, Georgia location.
                    Incorporated by reference to Exhibit 10(e) to Form 10-K for
                    the year ended May 29, 1993.

Exhibit 10.2        Lease Agreement for the Company's LaFayette, Georgia
                    location. Incorporated by reference to Exhibit 10(f) to Form
                    10-K for the year ended May 29, 1993.

Exhibit 10.3        Lease Agreement for the Company's Chatsworth, Georgia
                    location. Incorporated by reference to Exhibit 10(g) to Form
                    10-K for the year ended May 29, 1993.

Exhibit 10.4        First Lease Amendment Agreement for the Company's
                    Chatsworth, Georgia location, dated March 19, 2003.
                    Incorporated by reference to Exhibit 10.15 to Form 10-K for
                    the year ended May 31, 2003.

Exhibit 10.5        Lease Agreement for the Company's Chickamauga, Georgia
                    location. Incorporated by reference to Exhibit 10(h) to Form
                    10-K for the year ended May 29, 1993.

Exhibit 10.6        Letter Agreement, dated August 3, 1994, concerning three 5-
                    year extension options for the Company's Chickamauga,
                    Georgia location. Incorporated by reference to Exhibit 10 to
                    Form 10-Q for quarterly period ended August 27, 1994.

Exhibit 10.7        Renewal Lease Agreement for the Company's Stevenson, Alabama
                    location. Incorporated by reference to Exhibit 10(h) to Form
                    10-K for the year ended May 28, 1994.

Exhibit 10.8        Lease Agreement for the Company's Dayton, Tennessee
                    location. Incorporated by reference to Exhibit 10(j) to Form
                    10-K for the year ended May 29, 1993.

Exhibit 10.9        Lease Agreement for the Company's Executive Offices.
                    Incorporated by reference to Exhibit 10.3 to Form 10-Q for
                    the quarterly period ended September 1, 2001.


All references incorporating exhibits from documents previously filed by the
Company with the SEC are to SEC File No. 0-5815


<PAGE>
Exhibit 10.10       Lease Agreement for the Company's Jasper, Tennessee
                    location. Incorporated by reference to Exhibit 10.19 to Form
                    10-K for the year ended June 2, 2001.

Exhibit 10.11       Lease Agreement for the Company's Tunnel Hill, Georgia
                    location, dated December 20, 2003 between the Company and
                    Tunnel Properties, LLC. Incorporated by reference to Exhibit
                    10.2 to Form 10-Q for the quarterly period ended February
                    28, 2004.

Exhibit 10.12       Demand Note with Variable Interest Rate between the Company
                    and Michael A. and Diana K. Richardson. Incorporated by
                    reference to Exhibit 10.21 to Form 10-K for the year ended
                    May 29, 2004.

Exhibit 10.13       Demand Note with Variable Interest Rate between the Company
                    and Matthew A. Richardson. Incorporated by reference to
                    Exhibit 10.22 to Form 10-K for the year ended May 29, 2004.

Exhibit 10.14       Commercial Variable Rate Revolving or Draw Note between the
                    Company and Northwest Georgia Bank, dated as of June 27,
                    2006. Incorporated by reference to Exhibit 10.1 to Current
                    Report on Form 8-K dated July 25, 2006.

Exhibit 10.15       Commercial Security Agreement between the Company and
                    Northwest Georgia Bank, dated as of June 27, 2006.
                    Incorporated by reference to Exhibit 10.2 to Current Report
                    on Form 8-K dated July 25, 2006.

Exhibit 10.16       Assignment of Certificate of Deposit between the Company and
                    Northwest Georgia Bank, dated as of June 27, 2006.
                    Incorporated by reference to Exhibit 10.3 to Current Report
                    on Form 8-K dated July 25, 2006.


All references incorporating exhibits from documents previously filed by the
Company with the SEC are to SEC File No. 0-5815


<PAGE>
Exhibit 10.17       Commitment Letter between the Company and Gateway Bank and
                    Trust Company, dated as of March 16, 2007. Filed herewith.*

Exhibit 10.18       Business Loan Agreement and Promissory Note between the
                    Company and Gateway Bank and Trust Company, dated as of May
                    3, 2007, for $180,000 Term Loan. Filed herewith.*

Exhibit 10.19       Commercial Security Agreement between the Company and
                    Gateway Bank and Trust Company for $180,000 Term Loan, dated
                    as of May 3, 2007. Filed herewith.*

Exhibit 10.20       Assignment of Deposit Account between the Company and
                    Gateway Bank and Trust Company for $180,000 Term Loan, dated
                    as of May 3, 2007. Filed herewith.*

Exhibit 10.21       Business Loan Agreement and Promissory Note between the
                    Company and Gateway Bank and Trust Company, dated as of May
                    3, 2007, for $800,000 Revolving Line of Credit. Filed
                    herewith.*

Exhibit 10.22       Commercial Security Agreement between the Company and
                    Gateway Bank and Trust Company for $800,000 Revolving Line
                    of Credit, dated as of May 3, 2007. Filed herewith.*

Exhibit 10.23       Assignment of Deposit Account between the Company and
                    Gateway Bank and Trust Company for $800,000 Revolving Line
                    of Credit, dated as of May 3, 2007. Filed herewith.*

Exhibit 10.24       Letter Agreement, dated as of May 3, 2007, between the
                    Company and Gateway Bank and Trust Company. Filed herewith.*

Exhibit 10.25**     Narrative Summary of the Company's Executive Officer Base
                    Salaries for Fiscal 2008 (with no material changes from
                    fiscal 2007). Filed herewith.

Exhibit 10.26**     Narrative Summary of the Company's Cash Bonus Plan for
                    fiscal 2008 (with no material changes from fiscal 2007).
                    Filed herewith.

Exhibit 10.27**     Narrative Summary of Director Compensation Arrangements for
                    the Company (no material changes from fiscal 2007
                    description). Filed herewith.


All references incorporating exhibits from documents previously filed by the
Company with the SEC are to SEC File No. 0-5815


<PAGE>
Exhibit 13          Information Incorporated by Reference from Annual Report to
                    Shareholders for the Fiscal Year ended June 2, 2007. Filed
                    herewith.

Exhibit 14          Code of Business Conduct and Ethics. Incorporated by
                    reference to Exhibit 14 to Form 10-K for the year ended May
                    29, 2004.

Exhibit 23          Consent of Hazlett, Lewis & Bieter, PLLC. Filed herewith.

Exhibit 31.1        C.E.O. Certification pursuant to Exchange Act Rules
                    13a-14(a) and 15d-14(a). Filed herewith.

Exhibit 31.2        C.F.O. Certification pursuant to Exchange Act Rules
                    13a-14(a) and 15d-14(a). Filed herewith.

Exhibit 32.1        C.E.O. Certification pursuant to Exchange Act Rules
                    13a-14(b) and 15d-14(b). Filed herewith.

Exhibit 32.2        C.F.O. Certification pursuant to Exchange Act Rules
                    13a-14(b) and 15d-14(b). Filed herewith.

*   Re-filed with this Annual Report on Form 10-K solely to correct certain
typographical errors in the copies of the contracts which were filed as Exhibits
10.1 through 10.8 to the Company's Current Report on Form 8-K dated May 3, 2007.

** Indicates a management contract or compensatory plan or arrangement.




All references incorporating exhibits from documents previously filed by the
Company with the SEC are to SEC File No. 0-5815