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 3, 2006

                                       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 November 26, 2005 (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  $676,687.
(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:

796,013  shares  of  Common  Stock,  $0.10  par  value,  as  of August 15, 2006.

                       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 3, 2006, 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 2006
     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" and "Select."  Bread and related bakery
items  are  also  offered  as  controlled-label  groceries.

     During  the fiscal year ended June 3, 2006, 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  3,  2006,  approximately 83% of the Company's total inventory purchases of
$25,233,903  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 17% 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, 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, although our sales trends over the past two
years  have  shown  more  consistent  improvements.  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  2006, 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.  However, the Company sustained a net loss for the
fiscal year ended June 3, 2006 of $167,379 as compared to a net loss of $331,360
for the fiscal year ended May 28, 2005 and a net loss of $236,050 for the fiscal
year  ended  May  29,  2004.

     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  to  the  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 last year 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  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.
While  occasional improvements in gross profit have been seen in recent periods,
such  as  the  increase  we  achieved  during  fiscal  2006,  it  is


                                        2
<PAGE>
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 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 90 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.

<TABLE>
<CAPTION>
                             Fiscal 2006    Fiscal 2005    Fiscal 2004
Product Class                (53 Weeks)     (52 Weeks)     (52 Weeks)
-------------               -------------  -------------  -------------
<S>                         <C>            <C>            <C>
Meat and Deli               $   9,533,808  $   9,230,478  $   8,327,742

Produce                         2,563,086      2,344,420      2,206,198

Grocery and Non-Food Items     21,183,034     20,526,293     19,477,315
</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  THE  PAST SIX 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.


                                        3
<PAGE>
     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 supercenters 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.

OUR  LEVEL  OF  OUTSTANDING  INDEBTEDNESS,  COUPLED  WITH  ONGOING  LOSSES  AND
INCREASING  INTEREST  EXPENSE AND OTHER BANK CHARGES, COULD IMPAIR OUR FINANCIAL
FLEXIBILITY  AND  NEGATIVELY  IMPACT  OUR  BUSINESS.

     As  of  June  3,  2006,  our  aggregate  outstanding  indebtedness stood at
$1,991,834  as  compared  to  total assets for the Company of $3,511,696 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 three 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 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  reasonably terms, we could


                                        4
<PAGE>
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.


                                        5
<PAGE>
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 Over-the-Counter Bulletin Board.  The
Over-the-Counter  Bulletin  Board  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  recent  years;

  -  the  fact  that  a  majority of our outstanding common stock (approximately
     62.3%)  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.

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  health  and  sanitation  standards,  food labeling, equal employment
opportunity,  minimum  wages  and  licensing  for  the  sale of food.  We cannot
predict  the nature of future laws, regulations, interpretations or 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  and  2006  related  to  compliance with these
provisions.  Section  404  of  this Act, which deals with management's report on
internal  controls and an auditor's examination of such report, and will require
much  in the way of resources to plan, implement and document internal controls.
While  the  Securities and Exchange Commission and the Public Company Accounting
Oversight  Board,  which  administer  these


                                        6
<PAGE>
requirements,  have  undertaken to adopt interpretations and revisions to reduce
the  compliance  burden  for smaller public companies, there can be no assurance
that such measures, if and when adopted, will provide any significant relief for
issuers  whose  resources  are as limited as those of the Company.  Based on the
SEC's  current  timetable  for  application  of  these  requirements  to ACI, we
presently  expect  to begin incurring Section 404 compliance costs during fiscal
year  2007,  and to incur significant Section 404 compliance costs during fiscal
year 2008.  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  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.
Additionally, a shortage of qualified employees 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.  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.


                                        7
<PAGE>
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.

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 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


                                        8
<PAGE>
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.


                                        9
<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 five years,
expiring  in  September  2006  with one three-year renewal option followed by an
additional  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  01/01/02 - 01/31/07  2-5 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  08/01/02 - 07/31/07  1-5 yr. term
Jasper, TN        25,000  05/01/06 - 04/30/11  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.


                                       10
<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            60
1977                        Directors, President, Chief
                            Executive Officer, member of
                            the Executive Committee of
                            the Board of Directors.

Virgil E. Bishop            Vice-President, Director,           67
1974                        member of the Executive
                            Committee of the Board
                            of Directors.

Paul R. Cook                Executive Vice-President,           56
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           62
1991                        the Executive Committee
                            (ex-officio).

Reba S. Southern            Secretary, member of the            53
1991                        Executive Committee
                            (ex-officio).
</TABLE>


                                       11
<PAGE>
                                     PART II
                                     -------

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

(a)     The  approximate  number of record holders of the Company's common stock
at  June  3, 2006, was 807.  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 3, 2006.

(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>
February 26 -April      770         $1.00             -                     -
1, 2006

April 2 -April 29        -            -               -                     -
2006

April 30 - June 3,       -            -               -                     -
2006

TOTAL                   770         $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  3,  2006.


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 16 of the Company's Annual Report to security holders for the
fiscal  year  ended  June  3,  2006.


                                       12
<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 3, 2006 a one percent (1.0%) increase in the prime interest
rate  would  increase interest expense applicable to our variable rate debt (and
our  net  loss)  by  approximately  $7,497  annually.  Conversely, a one percent
(1.0%)  decrease  in  the  prime  interest  rate would decrease interest expense
applicable  to our variable rate debt (and our net loss) by approximately $7,497
annually.  All  of  the  Company's  business is transacted in U. S. dollars and,
accordingly,  foreign  exchange  rate  fluctuations have never had a significant
impact  on  the  Company and they are not expected to in the foreseeable future.


ITEM  8.     FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

     The  information  required by this Item is incorporated herein by reference
to  pages  17  through 31 of the Company's Annual Report to security holders for
the  fiscal  year  ended  June  3,  2006.


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 the 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.


                                       13
<PAGE>
                                    PART III
                                    --------


ITEM  10.     DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

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 30 years of experience in
reviewing  the  Company's  financial  reporting  process  through  service as an
independent  director.  Danny  R.  Skates  has  11  years  of  senior management
experience  as  Vice  President and General Manager of Jackson Chevrolet Pontiac
Buick  GMC, 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 2006 Annual
Meeting  of  Shareholders,  under  the  headings "INFORMATION ABOUT NOMINEES FOR
DIRECTOR"  and  "SECTION  16(a)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE."


                                       14
<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 2006 Annual Meeting of
Shareholders,  under  the  headings "DIRECTORS' COMMITTEES, FEES AND ATTENDANCE"
(the  last  paragraph  thereof),  "EXECUTIVE  COMPENSATION"  and  "COMPENSATION
COMMITTEE  INTERLOCKS  AND  INSIDER  PARTICIPATION."


ITEM  12.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

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 2006 Annual
Meeting  of  Shareholders,  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 2006 Annual Meeting of
Shareholders,  under  the  heading  "CERTAIN  TRANSACTIONS."


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 2006 Annual Meeting of
Shareholders,  under  the  heading  "AUDIT  FEES."


                                       15
<PAGE>
                                     PART IV
                                     -------


ITEM 15.  EXHIBITS,  FINANCIAL  STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     1.   The  following  Financial  Statements  included  in the Company's 2006
          Annual  Report  to the security holders for the fiscal year ended June
          3,  2006,  are  incorporated  by  reference  in  Item  8  hereof:

          -    Report  of  Independent  Registered  Public  Accounting  Firm

          -    Balance  Sheets  -  June  3,  2006  and  May  28,  2005

          -    Statements of Income and Changes in Stockholders' Equity - Fiscal
               Years  Ended  June  3,  2006,  May  28,  2005  and  May  29, 2004

          -    Statements  of  Cash Flows - Fiscal Years Ended June 3, 2006, May
               28,  2005  and  May  29,  2004

          -    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).


                                       16
<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 31, 2006                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 31, 2006
-------------------------  President and Chief
Michael A. Richardson      Executive Officer

/s/ Paul R. Cook           Executive Vice-          August 31, 2006
-------------------------  President, Chief
Paul R. Cook               Financial Officer,
                           Treasurer (Chief
                           Accounting Officer) and
                           Director

/s/ Virgil E. Bishop       Vice-President and       August 31, 2006
-------------------------  Director
Virgil E. Bishop

/s/ Danny R. Skates        Director                 August 31, 2006
-------------------------
Danny R. Skates

/s/ Thomas L. Richardson   Director                 August 31, 2006
-------------------------
Thomas L. Richardson

                           Director                 August   , 2006
-------------------------
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.

  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.


<PAGE>
  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     Commercial Variable Rate Promissory Note between the Company
                    and Northwest Georgia Bank, dated September 11, 2001.
                    Incorporated by reference to Exhibit 10.1 to Form 10-Q for
                    the quarterly period ended September 1, 2001.

  Exhibit 10.13     Commercial Security Agreement between the Company and
                    Northwest Georgia Bank, dated September 11, 2001.
                    Incorporated by reference to Exhibit 10.2 to Form 10-Q for
                    the quarterly period ended September 1, 2001.

  Exhibit 10.14     Commercial Variable Rate Revolving or Draw Note between the
                    Company and Northwest Georgia Bank, dated June 27, 2005.
                    Incorporated by reference to Exhibit 10.26 to Current Report
                    on Form 8-K dated June 27, 2005.

  Exhibit 10.15     Commercial Security Agreement between the Company and
                    Northwest Georgia Bank, dated June 27, 2005. Incorporated by
                    reference to Exhibit 10.27 to Current Report on Form 8-K
                    dated June 27, 2005.

  Exhibit 10.16     Assignment of Certificate of Deposit between the Company and
                    Northwest Georgia Bank, dated June 27, 2005. Incorporated by
                    reference to Exhibit 10.28 to Current Report on Form 8-K
                    dated June 27, 2005.

  Exhibit 10.17     Asset Purchase Agreement dated December 20, 2003 between the
                    Company and Russell's Food Stores, Inc. Incorporated by
                    reference to Exhibit 10.1 to Form 10-Q for the quarterly
                    period ended February 28, 2004.

  Exhibit 10.18     Commercial Variable Rate Promissory Note between the Company
                    and Northwest Georgia Bank, dated December 17, 2003.
                    Incorporated by reference to Exhibit 10.3 to Form 10-Q for
                    the quarterly period ended February 28, 2004.

  Exhibit 10.19     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.


<PAGE>
  Exhibit 10.20     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 10.21*    Narrative Summary of Board Action establishing Base Salaries
                    for Fiscal 2006. Incorporated by reference to Exhibit 10.1
                    to Current Report on Form 8-K dated July 21, 2005.

  Exhibit 10.22*    Narrative Summary of Board Action establishing Cash Bonus
                    Plan for fiscal 2006. Incorporated by reference to Exhibit
                    10.2 to Current Report on Form 8-K dated July 21, 2005.

  Exhibit 10.23*    Narrative Summary of Board Action establishing Director
                    Compensation for fiscal 2006. Incorporated by reference to
                    Exhibit 10.3 to Current Report on Form 8-K dated July 21,
                    2005.

  Exhibit 10.24     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 10.25     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 10.26     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.

  Exhibit 10.27*    Narrative Summary of Board Action establishing Base Salaries
                    for Fiscal 2007. Incorporated by reference to Exhibit 10.1
                    to Current Report on Form 8-K dated August 15, 2006.

  Exhibit 10.28*    Narrative Summary of Board Action establishing Cash Bonus
                    Plan for fiscal 2007. Incorporated by reference to Exhibit
                    10.1 to Current Report on Form 8-K dated August 15, 2006.


<PAGE>
  Exhibit 10.29*    Narrative Summary of Board Action establishing Director
                    Compensation for fiscal 2007. Incorporated by reference
                    to Exhibit 10.1 to Current Report on Form 8-K dated August
                    15, 2006.

  Exhibit 13        Information Incorporated by Reference from Annual Report to
                    Shareholders for the Fiscal Year ended June 3, 2006. 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.

* Indicates a management contract or compensatory plan or arrangement.