Form 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

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

For the Fiscal Year ended June 2, 2001

                                       OR

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934  [NO FEE REQUIRED]

For the transition period from _______ to _________

Commission File No. 0-5815


                            AMERICAN CONSUMERS, INC.
             (Exact name of registrant as specified in its charter)


          Georgia                                     58-1033765
(State or other jurisdiction                (I.R.S. Employer Identification
 of incorporation or organization)           Number)


P.O. Box 2328, 418 Alamar Street, Ft. Oglethorpe, GA      30742
   (Address of principal executive offices)             (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)

                            Exhibit Index on Page 11

<PAGE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

YES [X]   NO [_]

Indicate by check mark 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]

State the aggregate market value of the voting stock held by  non-affiliates  of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold,  or the average bid and asked  prices of such
stock, as of a specified date within 60 days prior to the date of filing.

As of August 15, 2001,  the  aggregate  market value of the voting stock held by
non-affiliates  of the registrant was  approximately  $99,323.  (Calculated  for
these  purposes by multiplying  the total number of  outstanding  shares held by
non-affiliates by available bid price information.)

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

827,233 shares of Common Stock, $0.10 par value, as of August 15, 2001.

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, 2001,  incorporated  by reference into Part II of this
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  Annual Meeting of
Shareholders  to be held September 20, 2001  incorporated by reference into Part
III of this report on Form 10-K.


                                       ii
<PAGE>

                                     Part I

ITEM 1. BUSINESS

     Incorporated in Georgia in 1968, American Consumers,  Inc. (the "Company"),
operates  seven  (7)  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," "Ultimate Choice," "Freshland," "Price Saver" and
"Select."  Bread and related  bakery items are also offered as  controlled-label
groceries.

     During the fiscal year ended June 2, 2001, 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, 2001,  approximately  80% of the Company's total inventory  purchases of
$19,869,009 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 account for  approximately  20% of the Company's  total
inventory  purchases.  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.
The nature of such price  competition  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


                                       1
<PAGE>

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,
which puts the Company at a competitive disadvantage.

     Management believes that, in recent periods, entry into the Company's trade
area by Winn Dixie, 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 have resulted in increased  pressure on the Company's market share,
sales and profits during fiscal 2001, the effects of which are  threatening  the
profitability of the Company. The Company began a promotional program at the end
of its 1998 fiscal year in an effort to increase sales without an adverse effect
on gross margin.  Management believes that competitive  pressures on the Company
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.

     A  continuous  effort is made to  improve  the gross  margin  and  increase
profitability by obtaining the lowest cost for the Company's inventory.

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

     The Company employs  approximately 79 full-time employees and approximately
135 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.

     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. Fiscal 1999 and 2001
consisted of 52 weeks, while fiscal 2000 consisted of 53 weeks.


                                       2
<PAGE>

                                   2001               2000               1999
                                   ----               ----               ----

Meat                           $ 6,620,866        $ 6,235,625        $ 5,858,943

Produce                          1,858,916          1,823,746          1,771,291

Grocery & Non-
Food Items                      17,154,770         17,559,192         17,852,328

ITEM 2. PROPERTIES

     The  executive  offices of the Company are located in an 1,800  square-foot
office  building  on  Alamar  Street,  just  off  Battlefield  Parkway  in  Fort
Oglethorpe,  Georgia,  which the Company holds under a lease for a term of three
years, expiring in November 2002.

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

                    Square      Current Lease           Renewal
Location            Footage          Term               Options
--------            -------          ----               -------

Ringgold, GA        14,400    12/01/97 - 11/30/02    1-5 yr. terms
LaFayette, GA       20,500    02/26/92 - 01/31/02    3-5 yr. terms
Chatsworth, GA      24,360    04/29/88 - 04/28/03    3-5 yr. terms
Chickamauga, GA     13,840    01/01/96 - 12/31/04    2-5 yr. terms
Stevenson, AL       23,860    06/01/94 - 05/31/04    3-5 yr. terms
Dayton, TN          23,004    08/01/92 - 07/31/02    2-5 yr. terms
Jasper, TN          25,000    04/28/01 - 04/30/06    3-5 yr. terms
                   -------
                   144,964
                   =======

     The  supermarkets  in  Ringgold,   LaFayette,   and  Chatsworth,   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.


                                       3
<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:


Name and Year                 Office(s) Presently
First Elected as              Held, Business Experience
Executive Officer             and Certain Directorships                     Age
-----------------             -------------------------                     ---

Michael A. Richardson         Chairman  of  the  Board  of  Directors,      55
1977                          President,   Chief  Executive   Officer,
                              member of the Executive Committee of the
                              Board of Directors.

Virgil Bishop                 Vice-President,  Director, member of the      62
1974                          Executive  Committee  of  the  Board  of
                              Directors.

Paul R. Cook                  Executive   Vice-President,   Treasurer,      51
1987                          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 the Executive      57
1991                          Committee  (ex-officio).  From  1966  to
                              1991,  Mr. Floyd was Grocery  Supervisor
                              for the Company.

Reba S. Southern              Secretary,   member  of  the   Executive      48
1991                          Committee  (ex-  officio).  From 1972 to
                              1991, Mrs. Southern was Administra- tive
                              Assistant for the Company.


                                        4
<PAGE>

                                     PART II

ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The  information  required by this Item is  incorporated  herein by reference to
page 4 of the Company's  Annual  Report to security  holders for the fiscal year
ended June 2, 2001.

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, 2001.

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 5 through 8 of the  Company's  Annual  Report to security  holders for the
fiscal year ended June 2, 2001.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not engage in speculative or derivative transactions,  nor does
it hold or issue  financial  instruments  for trading  purposes.  The Company is
exposed 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.  We believe that our present  exposure to market risk relating to interest
rate risk is not  material.  The Company does not  maintain  any  interest  rate
hedging  arrangements.  All of the  Company's  business  is  transacted  in U.S.
dollars and,  accordingly,  foreign exchange rate  fluctuations have never had a
significant  impact  on  the  Company  and  they  are  not  expected  to in  the
foreseeable future.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The  information  required by this Item is  incorporated  herein by reference to
pages 9 through 20 of the Company's  Annual  Report to security  holders for the
fiscal year ended June 2, 2001.

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

None.


                                       5
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

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." 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
Annual Meeting of Shareholders to be held September 20, 2001, under the headings
"INFORMATION   ABOUT  NOMINEES  FOR  DIRECTOR"  and  "SECTION  16(a)  BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE."

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  Annual  Meeting of
Shareholders to be held September 20, 2001, under the headings  "DIRECTORS' FEES
AND ATTENDANCE," "EXECUTIVE COMPENSATION" and "COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION."

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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  Annual  Meeting of
Shareholders  to be held  September  20,  2001,  under the  headings  "PRINCIPAL
SHAREHOLDERS" and "INFORMATION ABOUT NOMINEES FOR DIRECTOR."

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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  Annual  Meeting of
Shareholders  to be held  September 20, 2001,  under the headings  "COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION" AND "CERTAIN TRANSACTIONS."

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  1.   The following  Financial  Statements  included in the  Company's  2001
          Annual Report to the security holders


                                       6
<PAGE>

          for the fiscal year ended June 2, 2001, are  incorporated by reference
          in Item 8 hereof:

          -    Report of Independent Accountants

          -    Balance Sheets - June 2, 2001 and June 3, 2000

          -    Statements  of Income and Retained  Earnings - Fiscal Years Ended
               June 2, 2001; June 3, 2000 and May 29, 1999

          -    Statements of Cash Flows - Fiscal Years Ended June 2, 2001;  June
               3, 2000 and May 29, 1999

          -    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  following  exhibits  are  either  incorporated  by  reference  or
          attached to and made a part of this report:

     Exhibit 3              Articles of Incorporation and By-Laws.

     Exhibit 10.1           Line of  Credit  Loan  Agreement,  related  Note and
                            Security  Agreement  dated as of August  1992 by and
                            between the Company  and  Wachovia  Bank of Georgia,
                            N.A.

     Exhibit 10.2           Financial Management Account Investment/  Commercial
                            Loan  Access   Agreement   dated  October  1,  1993,
                            Amending Line of Credit Loan  Agreement  dated as of
                            August 1992 by and between the Company and  Wachovia
                            Bank of Georgia, N.A.

     Exhibit 10.3           Addendum to Financial Management Account Investment/
                            Commercial Loan Access Agreement between the Company
                            and Wachovia  Bank of Georgia,  N.A.,  dated July 6,
                            1994.

     Exhibit 10.4           Letter  Agreement  dated  December 5, 1994  amending
                            Financial  Management Account  Investment/Commercial
                            Loan  Access  Agreement   between  the  Company  and
                            Wachovia Bank of Georgia, N.A.


                                       7
<PAGE>

     Exhibit 10.5           Note and Security Agreement dated February 14, 2000,
                            together  with  related   Commitment   Letter  dated
                            February 10, 2000,  between the Company and Wachovia
                            Bank of Georgia, N.A.

     Exhibit 10.6           Lease for the Company's Ringgold, Georgia location.

     Exhibit 10.7           Lease Agreement for the Company's LaFayette, Georgia
                            location.

     Exhibit 10.8           Lease   Agreement  for  the  Company's   Chatsworth,
                            Georgia location.

     Exhibit 10.9           Lease  Agreement  for  the  Company's   Chickamauga,
                            Georgia location.

     Exhibit 10.10          Renewal Lease Agreement for the Company's Stevenson,
                            Alabama  location.

     Exhibit 10.11          Lease Agreement for the Company's Dayton,  Tennessee
                            location.

     Exhibit 10.12          Lease Agreement for the Company's Executive Offices.

     Exhibit 10.13          Equipment  Lease and Master License  Agreement dated
                            March 31,  1995  between  the  Company  and  Fleming
                            Companies,  Inc.  pertaining  to the  equipment  and
                            software for the Company's electronic cash registers
                            and scanning equipment.

     Exhibit 10.14          Collateral   Assignment  of  Deposit,   between  the
                            Company and Wachovia  Bank of Georgia,  N.A.,  dated
                            November 15, 1999.

     Exhibit 10.15          Commitment  letter dated  September 30, 2000 between
                            the Company and Wachovia Bank, N.A.

     Exhibit 10.16          Commercial  Variable  Rate  Revolving  or Draw  Note
                            between  the  Company and  Northwest  Georgia  Bank,
                            dated February 26, 2001.

     Exhibit 10.17          Commercial  Security  Agreement  between the Company
                            and Northwest Georgia Bank, dated February 26, 2001.


                                       8
<PAGE>

     Exhibit 10.18          Assignment  of Deposit  Account  between the Company
                            and Northwest Georgia Bank, dated February 26, 2001.

     Exhibit 10.19          Lease Agreement for the Company's Jasper,  Tennessee
                            location.

     Exhibit 10.20          Commercial Variable Rate Promissory Note between the
                            Company and Northwest  Georgia Bank, dated April 30,
                            2001.

     Exhibit 10.21          Commercial  Variable  Rate  Revolving  or Draw  Note
                            between  the  Company and  Northwest  Georgia  Bank,
                            dated June 1, 2001.

     Exhibit 10.22          Commercial  Security  Agreement  between the Company
                            and Northwest Georgia Bank, dated June 1, 2001.

     Exhibit 10.23          Assignment  of Deposit  Account  between the Company
                            and Northwest Georgia Bank, dated June 1, 2001.

     Exhibit 13             Annual  Report to  Shareholders  for the Fiscal Year
                            ended June 2, 2001.

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

(b) The Company has not filed any report on Form 8-K during the last  quarter of
the period covered by this report.


                                       9
<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 22, 2001                   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.

     Signature                          Title                       Date
     ---------                          -----                       ----

s/Michael A. Richardson         Chairman of the Board,         August 22, 2001
-------------------------       President and Chief
Michael A. Richardson           Executive Officer

s/Paul R. Cook                  Executive Vice-                August 22, 2001
-------------------------       President, Chief
Paul R. Cook                    Financial Officer,
                                Treasurer (Chief
                                Accounting Officer) and
                                Director

s/Virgil E. Bishop              Vice-President and             August 22, 2001
-------------------------       Director
Virgil E. Bishop

s/Danny R. Skates               Director                       August 22, 2001
-------------------------
Danny R. Skates

s/Thomas L. Richardson          Director                       August 22, 2001
-------------------------
Thomas L. Richardson

s/Jerome P. Sims                Director                       August 22, 2001
-------------------------
Jerome P. Sims, Sr.

                                Director                       August __, 2001
-------------------------
Andrew V. Douglas


                                       10
<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        Line of Credit Loan  Agreement,  related  Note and  Security
                    Agreement dated as of August 1992 by and between the Company
                    and Wachovia Bank of Georgia, N.A. Incorporated by reference
                    to  Exhibit  10(a) to Form  10-K for the year  ended May 29,
                    1993.

Exhibit 10.2        Financial  Management  Account  Investment/  Commercial Loan
                    Access  Agreement  dated  October 1, 1993,  Amending Line of
                    Credit Loan Agreement dated as of August 1992 by and between
                    the Company and Wachovia Bank of Georgia,  N.A. Incorporated
                    by  reference  to  Exhibit  10(b) to Form  10-K for the year
                    ended June 3, 1995.

Exhibit 10.3        Addendum  to  Financial   Management   Account   Investment/
                    Commercial  Loan  Access  Agreement  between the Company and
                    Wachovia  Bank  of  Georgia,   N.A.,  dated  July  6,  1994.
                    Incorporated  by reference to Exhibit 10(c) to Form 10-K for
                    the year ended June 3, 1995.

Exhibit 10.4        Letter  Agreement dated December 5, 1994 amending  Financial
                    Management   Account   Investment/Commercial   Loan   Access
                    Agreement  between the Company and Wachovia Bank of Georgia,
                    N.A. Incorporated by reference to Exhibit 10(d) to Form 10-K
                    for the year ended June 3, 1995.

Exhibit 10.5        Note  and  Security   Agreement  dated  February  14,  2000,
                    together with related  Commitment  Letter dated February 10,
                    2000, between the Company and Wachovia Bank of Georgia, N.A.
                    Incorporated   by  reference  to  Exhibits  10.1  (Note  and
                    Security  Agmt.) and 10.2  (Commitment  Letter) to Form 10-Q
                    for the quarterly period ended February 26, 2000.


                                       11
<PAGE>

Exhibit 10.6        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 10.7        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 10.8        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 10.9        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 10.10       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 10.11       Lease   Agreement  for  the  Company's   Dayton,   Tennessee
                    location.  Incorporated  by  referenced  to Exhibit 10(j) to
                    Form 10-K for the year ended May 29, 1993.

Exhibit 10.12       Lease  Agreement  for  the  Company's   Executive   Offices.
                    Incorporated  by  reference to Exhibit 10.1 to Form 10-Q for
                    the quarterly period ended August 28, 1999.

Exhibit 10.13       Equipment Lease and Master License Agreement dated March 31,
                    1995  between  the  Company  and  Fleming  Companies,   Inc.
                    pertaining  to the  equipment and software for the Company's
                    electronic   cash   registers   and   scanning    equipment.
                    Incorporated  by reference to Exhibit 10(n) to Form 10-K for
                    the year ended June 1, 1996.


                                       12
<PAGE>

Exhibit 10.14       Collateral  Assignment  of Deposit,  between the Company and
                    Wachovia  Bank of Georgia,  N.A.,  dated  November 15, 1999.
                    Incorporated  by reference to Exhibit 10(a) to Form 10-Q for
                    the quarterly period ended November 27, 1999.

Exhibit 10.15       Commitment  letter  dated  September  30,  2000  between the
                    Company and Wachovia Bank, N.A. Incorporated by reference to
                    Exhibit  10.1 to Form 10-Q for the  quarterly  period  ended
                    September 2, 2000.

Exhibit 10.16       Commercial  Variable Rate Revolving as Draw Note between the
                    Company and Northwest Georgia Bank, dated February 26, 2001.
                    Incorporated  by  reference to Exhibit 10.1 to Form 10-Q for
                    the quarterly period ended March 3, 2001.

Exhibit 10.17       Commercial   Security  Agreement  between  the  Company  and
                    Northwest   Georgia   Bank,   dated   February   26,   2001.
                    Incorporated  by  reference to Exhibit 10.2 to Form 10-Q for
                    the quarterly period ended March 3, 2001.

Exhibit 10.18       Assignment  of  Deposit  Account  between  the  Company  and
                    Northwest   Georgia   Bank,   dated   February   26,   2001.
                    Incorporated  by  reference to Exhibit 10.3 to Form 10-Q for
                    the quarterly period ended March 3, 2001.

Exhibit 10.19       Lease   Agreement  for  the  Company's   Jasper,   Tennessee
                    location. Filed herewith.

Exhibit 10.20       Commercial Variable Rate Promissory Note between the Company
                    and Northwest Georgia Bank, dated April 30, 2001. Filed
                    herewith.

Exhibit 10.21       Commercial  Variable Rate Revolving or Draw Note between the
                    Company and Northwest Georgia Bank, dated June 1, 2001.
                    Filed herewith.

Exhibit 10.22       Commercial   Security  Agreement  between  the  Company  and
                    Northwest Georgia Bank, dated June 1, 2001. Filed herewith.


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<PAGE>

Exhibit 10.23       Assignment  of  Deposit  Account  between  the  Company  and
                    Northwest Georgia Bank, dated June 1, 2001. Filed herewith.

Exhibit 13          Annual Report to Shareholders for the Fiscal Year ended June
                    2, 2001. Filed herewith.

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


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