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, 2005
OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-4339
GOLDEN ENTERPRISES, INC.
------------------------
(Exact name of registrant as specified in its charter)
Delaware 63-0250005
- --------------------------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

One Golden Flake Drive
Birmingham, Alabama 35205
- --------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number including area code (205) 458-7316

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Capital Stock, Par Value $0.66(2)/3
(Title of Class)

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)

Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes ( ) No (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)

State the aggregate market value of the voting stock held by non-affiliates of
the registrant as of August 5, 2005.
Common Stock, Par Value $0.66(2)/3 --$23,310,014

Indicate the number of shares outstanding of each of the Registrant's Classes
of Common Stock, as of August 5, 2005.
Class Outstanding at August 5, 2005
----- -----------------------------
Common Stock, Par Value $0.66(2)/3 11,835,330 shares

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Proxy Statement for the Annual Meeting of Stockholders to
be held on September 22, 2005 are incorporated by reference into Part III.

TABLE OF CONTENTS

FORM 10-K ANNUAL REPORT -2005
GOLDEN ENTERPRISES, INC.

Page
----

PART I.

Item 1. Business .................................................... 3
Item 2. Properties................................................... 5
Item 3. Legal Proceedings............................................ 6
Item 4. Submission of Matters to a Vote of Security Holders.......... 7

PART II.

Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.......... 7
Item 6. Selected Financial Data...................................... 9
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................. 10
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.... 17
Item 8. Financial Statements and Supplementary Data.................. 17
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure..................... 41
Item 9A. Controls and Procedures...................................... 41
Item 9B. Other Information............................................ 41

PART III.

Item 10. Directors and Executive Officers of the Registrant........... 41
Item 11. Executive Compensation....................................... 41
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters...... 41
Item 13. Certain Relationships and Related Transactions............... 42
Item 14. Principal Accountant Fees and Services....................... 42

PART IV.

Item 15. Exhibits and Financial Statement Schedules................... 43

PART I

ITEM 1. - BUSINESS

Golden Enterprises, Inc. (the "Company") is a holding company which owns all of
the issued and outstanding capital stock of Golden Flake Snack Foods, Inc., a
wholly-owned operating subsidiary company ("Golden Flake"). Golden Enterprises
is paid a fee by Golden Flake for providing management services for it.

The Company was originally organized under the laws of the State of Alabama as
Magic City Food Products, Inc. on June 11, 1946. On March 11, 1958, it adopted
the name Golden Flake, Inc. On June 15, 1963, the Company purchased Don's Foods,
Inc. a Tennessee corporation which was merged into the Company on December 10,
1966. The Company was reorganized December 31, 1967 as a Delaware corporation
without changing any of its assets, liabilities or business. On January 1, 1977,
the Company, which had been engaged in the business of manufacturing and
distributing potato chips, fried pork skins, cheese curls and other snack foods,
spun off its operating division into a separate Delaware corporation known as
Golden Flake Snack Foods, Inc. and adopted its present name of Golden
Enterprises, Inc.

The Company owns all of the issued and outstanding capital stock of Golden Flake
Snack Foods, Inc.

Golden Flake Snack Foods, Inc.

General

Golden Flake Snack Foods, Inc. ("Golden Flake") is a Delaware corporation with
its principal place of business and home office located at One Golden Flake
Drive, Birmingham, Alabama. Golden Flake manufactures and distributes a full
line of salted snack items, such as potato chips, tortilla chips, corn chips,
fried pork skins, baked and fried cheese curls, onion rings and puff corn. These
products are all packaged in flexible bags or other suitable wrapping material.
Golden Flake also sells a line of cakes and cookie items, canned dips, pretzel,
peanut butter crackers, cheese crackers, dried meat products and nuts packaged
by other manufacturers using the Golden Flake label. No single product or
product line accounts for more than 50% of Golden Flake's sales, which affords
some protection against loss of volume due to a crop failure of major
agricultural raw materials.

Raw Materials

Golden Flake purchases raw materials used in manufacturing and processing its
snack food products on the open market and under contract through brokers and
directly from growers. A large part of the raw materials used by Golden Flake
consists of farm commodities which are subject to precipitous change in supply
and price. Weather varies from season to season and directly affects both the
quality and supply available. Golden Flake has no control of the agricultural
aspects and its profits are affected accordingly.

Distribution

Golden Flake sells its products through its own sales organization and
independent distributors to commercial establishments which sell food products
in Alabama and in parts of Tennessee, Kentucky, Georgia, Florida, Mississippi,
Louisiana, North Carolina, South Carolina, Arkansas, Missouri and Texas. The
products are distributed by approximately 448 route salesmen who are supplied
with selling inventory by the Company's trucking fleet which operates out of
Birmingham, Alabama, Nashville, Tennessee, and Ocala, Florida. All of the route
salesmen are employees of Golden Flake and use the direct store door delivery
method. Golden Flake is not dependent upon any single customer, or a few
customers, the loss of any one or more of which would have a material adverse
effect on its business. No single customer accounts for more than 10% of its
total sales. Golden Flake has a fleet of 873 company owned vehicles to support
the route sales system, including 48 tractors and 125 trailers for long haul
delivery to the various company warehouses located throughout its distribution
areas, 634 store delivery vehicles and 66 cars and miscellaneous vehicles.

Competition

The snack foods business is highly competitive. In the area in which Golden
Flake operates, many companies engage in the production and distribution of food
products similar to those produced and sold by Golden Flake. Most, if not all,
of Golden Flake's products are in direct competition with similar products of
several local and regional companies and at least one national company, the
Frito Lay Division of Pepsi Co., Inc., which are larger in terms of capital and
sales volume than is Golden Flake. Golden Flake is unable to state its relative
position in the industry. Golden Flake's marketing thrust is aimed at selling
the highest quality product possible and giving good service to its customers,
while being competitive with its prices. Golden Flake constantly tests the
quality of its products for comparison with other similar products of
competitors and maintains tight quality controls over its products.

Employees

Golden Flake employs approximately 1,032 employees. Approximately 620 employees
are involved in route sales and sales supervision, approximately 297 are in
production and production supervision, and approximately 115 are management and
administrative personnel.

Golden Flake believes that the performance and loyalty of its employees are the
most important factors in the growth and profitability of its business. Since
labor costs represent a significant portion of Golden Flake's expenses, employee
productivity is important to profitability. Golden Flake considers its relations
with its employees to be excellent.

Golden Flake has a 401(k) Profit Sharing Plan and an Employee Stock Ownership
Plan designed to reward the long term employee for his loyalty. In addition, the
employees are provided medical insurance, life insurance, and an accident and
sickness salary continuance plan. Golden Flake believes that its employee wage
rates are competitive with those of its industry and with prevailing rates in
its area of operations.

Other Matters

The Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, and amendments to these reports, are available via
the Company's website. The website address is www.goldenflake.com. All required
reports are made available on the website as soon as reasonably practicable
after they are electronically filed with the Securities and Exchange Commission.

Environmental Matters

There have been no material effects of compliance with government provisions
regulating discharge of materials into the environment.

Recent Developments

No significant changes have occurred in the kinds of products manufactured or in
the markets of methods of distribution, and no material changes or developments
have occurred in the business done and intended to be done by Golden Flake.

Executive Officers Of Registrant
And Its Subsidiary

Name and Age Position and Offices with Management
------------ ------------------------------------

John S. Stein, 68 Mr. Stein is Chairman of the Board. He was elected
Chairman on June 1, 1996. He served as Chief
Executive Officer from 1991 to April 4, 2001,
and as President from 1985 to 1998 and from June
1, 2000 to April 4, 2001. Mr. Stein also served
as President of Golden Flake Snack Foods, Inc.
from 1976 to 1991. Mr. Stein retired as an
employee with the Company on May 31, 2002. Mr.
Stein is elected Chairman annually, and his
present term will expire on June 2, 2006.

Mark W. McCutcheon, 50 Mr. McCutcheon is Chief Executive Officer and
President of the Company and President of Golden
Flake Snack Foods, Inc., a wholly owned
subsidiary of the Company. He was elected
President and Chief Executive Officer of the
Company on April 4, 2001 and President of Golden
Flake on November 1, 1998. He has been employed
by Golden Flake since 1980. Mr. McCutcheon is
elected Chief Executive Officer and President of
the Company and President of Golden Flake
annually, and his present terms will expire on
June 2, 2006.

Patty Townsend, 47 Ms. Townsend is Chief Financial Officer, Vice
President and Secretary of Golden Enterprises,
Inc. and Controller of Golden Flake Snack Foods,
Inc. a wholly owned subsidiary of the Company.
She was elected Chief Financial Officer,
Vice-President and Secretary of the Company on
March 1, 2004 and Controller of Golden Flake on
March 15, 1997. She has been employed with the
Company since 1988. Ms. Townsend is elected to
her positions on an annual basis, and her
present term of office will expire on June 2,
2006.

Randy Bates, 51 Mr. Bates is Executive, Vice-President of Sales,
Marketing and Transportation for Golden Flake.
He has held these positions since October 26,
1998. Mr. Bates was Vice-President of Sales from
October 1, 1994 to 1998. Mr. Bates has been
employed by Golden Flake since March 1979. Mr.
Bates is elected to his positions on an annual
basis, and his present term of office will
expire on June 2, 2006.

David Jones, 52 Mr. Jones is Executive Vice-President of Operations,
Human Resources and Quality Control for Golden
Flake. He has held these positions since May 20,
2002. Mr. Jones was Vice-President of
Manufacturing from 1998 to 2002 and
Vice-President of Operations from 2000 to 2002.
Mr. Jones has been employed by Golden Flake
since 1984. Mr. Jones is elected to his
positions on an annual basis, and his present
term of office will expire on June 2, 2006.

ITEM 2. - PROPERTIES

The headquarters of the Company are located at One Golden Flake Drive,
Birmingham Alabama 35205. The properties of the subsidiary are described below.

Golden Flake

Manufacturing Plants and Office Headquarters

The main plant and office headquarters of Golden Flake are located at One Golden
Flake Drive, Birmingham, Alabama, and are situated on approximately 40 acres of
land which is serviced by a railroad spur track. This facility consists of three
buildings which have a total of approximately 300,000 square feet of floor area.
The plant manufactures a full line of Golden Flake products. Golden Flake
maintains a garage and vehicle maintenance service center from which it
services, maintains, repairs and rebuilds its fleet and delivery trucks. Golden
Flake has adequate employee and fleet parking.

Approximately 17 acres of the Birmingham property is undeveloped. This property
is zoned for industrial use and is readily available for future use. Plans for
the utilization of this property have not been finalized.

Golden Flake also has a manufacturing plant in Ocala, Florida. This plant was
placed in service in November 1984. The plant consists of approximately 100,000
square feet, with allowance for future expansion, and is located on a 28-acre
site on Silver Springs Boulevard. The Company manufactures corn chips, tortilla
chips and potato chips from this facility.

The manufacturing plants, office headquarters and additional lands are owned by
Golden Flake free and clear of any debts.

Distribution Warehouses

Golden Flake owns branch warehouses in Birmingham, Montgomery, Midfield,
Demopolis, Fort Payne, Muscle Shoals, Huntsville, Phenix City, Tuscaloosa,
Mobile, Dothan and Oxford, Alabama; Gulfport and Jackson, Mississippi;
Chattanooga, Knoxville, and Memphis, Tennessee; Decatur, Marietta, and Macon
Georgia; Jacksonville, Panama City, Tallahassee and Pensacola, Florida; New
Orleans, Louisiana; and Little Rock, Arkansas. The warehouses vary in size from
2,400 to 8,000 square feet. All distribution warehouses are owned free and clear
of any debts.

Vehicles

Golden Flake owns a fleet of 873 vehicles which includes 634 route trucks, 48
tractors, 125 trailers and 66 cars and miscellaneous vehicles. There are no
liens or encumbrances on Golden Flake's vehicle fleet. Golden Flake also owns a
1987 Cessna Citation II aircraft.

ITEM 3. - LEGAL PROCEEDINGS

There are no material pending legal proceedings against the Company or its
subsidiary other than ordinary routine litigation incidental to the business of
the Company and its subsidiary.

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

Not Applicable.

PART II

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

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

MARKET AND DIVIDEND INFORMATION

The Company's common stock is traded in the over-the-counter market under the
"NASDAQ" symbol, GLDC, and transactions are reported through the National
Association of Securities Dealers Automated Quotation (NASDAQ) National Market
System. The following tabulation sets forth the high and low sale prices for the
common stock during each quarter of the fiscal years ended June 3, 2005 and May
28, 2004 and the amount of dividends paid per share in each quarter. The Company
currently expects that comparable regular cash dividends will be paid in the
future.

Market Price
------------
High Low Dividend
Quarter Price Price Paid
Year Ended 2005 Per share
----------------------------------------------------------- ---------- -------- -----------

First quarter (13 weeks ended August 27, 2004) $3.110 $2.330 $.0313
Second quarter (13 weeks ended November 27, 2004) 3.000 2.450 .0313
Third quarter (14 weeks ended March 5, 2005) 4.109 2.010 .0313
Fourth quarter (13 weeks ended June 3, 2005) 4.130 3.170 .0313

High Low Dividend
Year Ended 2004 Price Price Paid
----------------------------------------------------------- ---------- -------- -----------
First quarter (13 weeks ended August 31, 2003) $2.890 $2.150 $.0313
Second quarter (13 weeks ended November 30, 2003) 2.750 2.370 .0313
Third quarter (13 weeks ended February 28, 2004) 3.500 2.340 .0313
Fourth quarter (13 weeks ended May 28, 2004) 3.430 2.400 .0313

As of August 5, 2005, there were approximately 1,500 shareholders of record.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

The following table provides Equity Compensation Plan information under which
equity securities of the Registrant are authorized for issuance:

EQUITY COMPENSATION PLAN INFORMATION
- ---------------------------------------------------------------------------------------------------------------------------
(a) (b) (c)
Plan category Number of securities to be Weighted-average exercise Number of securities remaining
issued upon exercise of price of outstanding available for future issuance
out-standing options, warrants under equity compensation plans
options, warrants and rights (excluding securities reflected in
and rights column (a))
- ---------------------------------------------------------------------------------------------------------------------------

Equity compensation plans 369,000 $3.776 130,000
approved by security holders
- ---------------------------------------------------------------------------------------------------------------------------

Equity compensation plans 0 0 0
not approved by security
holders
- ---------------------------------------------------------------------------------------------------------------------------

Total 369,000 $3.776 130,000

- ---------------------------------------------------------------------------------------------------------------------------

ISSUER PURCHASES OF EQUITY SECURITIES

The Company did not repurchase any shares of its common stock during the fourth
quarter of fiscal year ended June 3, 2005.

ITEM 6 - SELECTED FINANCIAL DATA

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

FINANCIAL REVIEW (Dollar amounts in thousands, except per share data)

Operations 2005 2004 2003 2002 2001
--------------------------------------------------------------

Net sales (b) $ 103,144 $ 97,583 $ 96,604 $ 104,335 $ 102,797
Gain on sales of assets 107 14 304 756 599
Other income 521 499 506 563 691
--------------------------------------------------------------
Total revenues 103,772 98,096 97,414 105,654 104,087
Cost of sales 55,400 51,243 50,748 54,326 53,631
Selling, general and
administrative expenses 48,022 46,595 47,686 47,653 46,333

Interest 255 220 269 189 85
(Loss) income before cumulative effect of
a change in accounting policy and
income taxes 95 38 (1,289) 3,486 4,038
Federal and state income taxes (110) 84 (361) 1,367 1,386

Net (loss) income before cumulative
effect of a change in accounting
policy (15) (46) (928) 2,119 2,652
Cumulative effect of a change in accounting
policy net of
taxes ----- ----- ----- 413 -----
Net (loss) income $ (15) $ (46) $ (928) $ 2,532 $ 2,652
- ------------------------------------------------------------------------------------------------------------------------
Financial data

Depreciation and amortization $ 2,268 $ 2,347 $ 2,490 2,594 $ 2,436
Capital expenditures, net of disposals 2,454 832 287 3,802 1,294
Working capital 5,328 6,697 8337 10,989 12,909
Long-term debt 2,426 2,327 3,862 5,083 1,807
Stockholders' equity 20,907 22,456 24,078 27,233 27,865
Total assets 34,402 33,623 36,492 40,840 40,243
- ------------------------------------------------------------------------------------------------------------------------
Common stock data

Net (loss) income before cumulative
effect of a change in accounting
policy $ (0.00) $ (0.00) $ (0.08) $ 0.18 $ 0.22
Cumulative effect of a change in
accounting policy net of taxes ----- ----- ----- 0.03 -----
Basic and diluted net (loss) income (0.00) (0.00) (0.08) 0.21 0.22
Dividends .1250 .1250 .1875 0.25 0.25
Book value 1.77 1.89 2.20 2.29 2.33
Price range 4.15-2.01 3.50-2.15 5.530-1.640 4.550-2.950 4.750-2.875
- ------------------------------------------------------------------------------------------------------------------------
Financial statistics

Current ratio 1.54 1.84 2.09 2.37 2.58
Net (loss) income as percent of total
revenues 0.00% 0.00% (1.0)% 2.4% 2.5%
Net (loss) income as percent of
stockholders' equity (a) 0.00% 0.00% (5.1)% 10.1% 9.0%
- ------------------------------------------------------------------------------------------------------------------------
Other data

Weighted average common shares
outstanding 11,846,419 11,879,891 11,883,305 11,898,097 11,965,671
Common shares outstanding at
year end 11,835,330 11,852,830 11,883,305 11,883,305 11,932,741

Approximate number of stockholders 1,500 1,500 1,500 1,500 1,500

(a) Average amounts at beginning and end of fiscal year.
(b) Reflects on all periods presented, the effect on revenues of adopting the
provisions of the Emerging Issues Task Force of the Financial Accounting
Standards Board issue No. 01-9 Accounting for Consideration Given by a Vendor to
a Customer (Including a Reseller of the Vendor's Products) (EITF 01-9)

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

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

Management's Discussion and Analysis of
Financial Condition and Results of Operations

The following discussion provides an assessment of the Company's financial
condition, results of operations, liquidity and capital resources and should be
read in conjunction with the accompanying consolidated financial statements and
notes.

OVERVIEW

The Company manufactures and distributes a full line of snack items, such as
potato chips, tortilla chips, corn chips, fried pork skins, baked and fried
cheese curls, onion rings and puff corn. The products are all packaged in
flexible bags or other suitable wrapping material. The Company also sells a line
of cakes and cookie items, canned dips, pretzels, popcorn, peanut butter
crackers, cheese crackers, dried meat products and nuts packaged by other
manufacturers using the Golden Flake label.

No single product or product line accounts for more than 50% of the Company's
sales, which affords some protection against loss of volume due to a crop
failure of major agricultural raw materials. Raw materials used in manufacturing
and processing the Company's snack food products are purchased on the open
market and under contract through brokers and directly from growers. A large
part of the raw materials used by the Company consists of farm commodities which
are subject to precipitous changes in supply and price. Weather varies from
season to season and directly affects both the quality and supply available. The
Company has no control of the agricultural aspects and its profits are affected
accordingly.

The Company sells its products through its own sales organization and
independent distributors to commercial establishments that sell food products
primarily in the Southeastern United States. The products are distributed by
approximately 448 route representatives who are supplied with selling inventory
by the Company's trucking fleet. All of the route representatives are employees
of the Company and use the Company's direct-store delivery system.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company's discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated financial statements, the
preparation of which in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that in certain circumstances affect amounts reported in the
consolidated financial statements. In preparing these financial statements,
management has made its best estimates and judgments of certain amounts included
in the financial statements, giving due considerations to materiality. The
Company does not believe there is a great likelihood that materially different
amounts would be reported under different conditions or using different
assumptions related to the accounting policies described below. However,
application of these accounting policies involves the exercise of judgment and
use of assumptions as to future uncertainties and, as a result, actual results
could differ from these estimates.

Revenue Recognition

The Company recognizes sales and related costs upon delivery or shipment of
products to its customers. Sales are reduced by returns and allowances to
customers.

In November 2001, the Emerging Issues Task Force reached a consensus on Issue
No. 01-09 Accounting for Consideration given by a Vendor to a Customer
(Including a Reseller of the Vendor's Products) effective for annual or interim
periods beginning after December 15, 2001. The issue addresses the recognition,
measurement and income statement classification for certain sales incentives.
The Company implemented this new accounting policy in the fourth quarter of
fiscal 2002. The effect of this accounting change is to adopt this policy as of
the beginning of the fiscal 2002 (June 1, 2001). Certain of these expenses,
including slotting fees, previously classified as selling, general, and
administrative expenses, are now characterized as offsets to net sales.
Reclassifications have been made to prior period financial statements to conform
to current year presentation. Total vendor sales incentives now characterized as
reductions of net sales that previously would have been classified as selling,
general and administrative expenses were approximately $11.6 million, $11.6
million and $12.8 million for the years ended 2005, 2004 and 2003, respectively.
There was no resulting impact on net operating results from adopting EITF 01-09.

Change in Accounting Policy

The Company is self-insured for certain casualty losses relating to automobile
liability, general liability, workers' compensation, property losses and medical
claims. The Company also has stop loss coverage to limit the exposure arising
from these claims. Automobile liability, general liability, workers'
compensation, and property losses costs are covered by letters of credit with
the company's claim administrators.

The Company changed its accounting policy in the fourth quarter of fiscal 2005
with regard to the casualty insurance obligations. The Company adopted the use
of a third-party actuary to estimate the casualty insurance obligations on an
annual basis. This change in accounting policy was made to determine the
ultimate loss and reserve requirements through actuarial assumptions including
compensation trends, health care cost trends and discount rates. The third-party
actuary also uses historical information for claims frequency and severity in
order to establish loss development factors. The cumulative effect of this
change in accounting policy did not have a material effect on the financial
statements.

Accounts Receivable

The Company records accounts receivable at the time revenue is recognized.
Amounts for bad debt expense are recorded in selling, general and administrative
expenses on the Consolidated Statements of Operations. The amount of the
allowance for doubtful accounts is based on management's estimate of the
accounts receivable amount that is uncollectible. Management records a general
reserve based on analysis of historical data. In addition, management records
specific reserves for receivable balances that are considered high-risk due to
known facts regarding the customer. The allowance for bad debts is reviewed
quarterly, and it is determined whether the amount should be changed. Failure of
a major customer to pay the Company amounts owed could have a material impact on
the financial statements of the Company. At June 3, 2005 and May 28, 2004, the
Company had accounts receivables in the amount of $7.7 million and $7.5 million,
net of an allowance for doubtful accounts of $0.2 million and $0.2 million,
respectively.

The following table summarizes the Company's customer accounts receivable
profile as of June 3, 2005:

Amount Range No. of Customers
------------ ----------------

Less than $1,000.00............................... 1,365
$1,001.00-$10,000.00.............................. 551
$10,001.00-$100,000.00............................ 117
$100,001.00-$500,000.00........................... 6
$500,001.00-$1,000,000.00......................... 0
$1,000,001.00-$2,500,000.00....................... 1

Total All Accounts................................ 2,040
=====

Inventories

Inventories are stated at the lower of cost or market. Cost is computed on the
first-in, first out method.

Accrued Expenses

Management estimates certain material expenses in an effort to record those
expenses in the period incurred. The most material accrued estimates relate to a
salary continuation plan for certain key executives of the Company, and to
insurance-related expenses, including self-insurance. In 2005, the Company
adopted the use of a third-party actuary to estimate the casualty insurance
obligations on an annual basis. In determining the ultimate loss and reserve
requirements, the third-party actuary uses various actuarial assumptions
including compensation trends, health care cost trends and discount rates. The
third-party actuary also uses historical information for claims frequency and
severity in order to establish loss development factors.

The actuarial calculation includes a margin of error to account for changes in
inflation, health care costs, compensation and litigation cost trends as well as
estimated future incurred claims. The Company utilized a 75% confidence level
for estimating the ultimate outstanding casualty liability. Approximately 75% of
each claim should be equal to or less than the ultimate liability recorded based
on the historical trends experienced by the Company. If the Company chose a 50%
factor, the liability would have been reduced by approximate $0.3 million. If
the Company chose a 90% factor, the liability would have increased by
approximately $0.3 million.

During 2004 and 2005, the Company used a 4% investment rate to discount the
estimated claims based on the historical payout pattern.

Actual ultimate losses could vary from those estimated by the third-party
actuary. The Company believes the reserves established are reasonable estimates
of the ultimate liability based on historical trends.

As of June 3, 2005, the Company's casualty reserve was $1.9 million and at May
28, 2004 casualty reserve was $1.7 million. The casualty reserve at May 28, 2004
under the newly adopted third-party actuary method would have been $1.9 million.

Employee medical insurance accruals are recorded based on medical claims
processed as well as historical medical claims experienced for claims incurred
but not yet reported. Differences in estimates and assumptions could result in
an accrual requirement materially different from the calculated accrual.

OTHER MATTERS

Transactions with related parties, reported in Note 14 of the Notes to
Consolidated Financial Statements, are conducted on an arm's-length basis in the
ordinary course of business.

LIQUIDITY AND CAPITAL RESOURCES

Working capital was $5.3 million at June 3, 2005 compared to $6.7 million at May
28, 2004. Net cash provided by operations amounted to $2.4 million in fiscal
year 2005, $2.9 million in fiscal year 2004 and $4.6 million in fiscal year
2003. The decrease in net cash provided by operations is primarily related to
changes in receivables, inventories and accounts payable offset by the net loss
for fiscal year 2005 of $14,924 compared to the net loss for fiscal year 2004 of
$45,846.

Additions to property, plant and equipment, net of disposals were $2.5 million,
$0.8 million and $0.3 million in fiscal years 2005, 2004 and 2003, respectively,
and are expected to be about $2 million in 2006.

Cash dividends of $1.5 million, $1.5 million and $2.2 million were paid during
fiscal years 2005, 2004, and 2003, respectively. The quarterly dividend was
reduced to $.03125 from $.0625 in the third quarter of fiscal 2003 in response
to a decrease in earnings.

The amount of cash used to purchase treasury shares in fiscal 2005 was $0.05
million and $0.09 million in fiscal 2004. No cash was used to purchase treasury
shares in fiscal 2003.

During fiscal 2005, the company's debt proceeds net of re-paid debt was $1.2
million.

The following table summarizes the significant contractual obligations of the
Company as of June 3, 2005:

Contractual Obligations Total 2006 2007-2008 2009-2010 Thereafter
- ----------------------- ----- ---- --------- --------- ----------

Long-Term Debt $ 1,704,178 $ 690,332 $ 1,013,846 $ -0- $ -0-
Purchase Commitment 605,000 605,000 -0- -0- -0-
Salary Continuation Plan 1,839,797 103,912 234,413 274,941 1,226,531
--------- ------- ------- ------- ---------
Total Contractual Obligations $ 4,148,975 $ 1,399,244 $ 1,248,259 $ 274,941 $ 1,226,531
========= ========= ========= ======= =========

Other Commitments

The Company had letters of credit in the amount of $2,213,446 outstanding at
June 3, 2005 to support the Company's commercial self-insurance program.

The Company has a line-of-credit agreement with a local bank that permits
borrowing up to $2 million. The line-of-credit is subject to the Company's
continued credit worthiness and compliance with the terms and conditions of the
advance application. The Company's line of credit debt at June 3, 2005 was
$522,008 with an interest rate of 6.00%.

The Company's current ratio at year end was 1.54 to l.00.

Available cash, cash from operations and available credit under the line of
credit are expected to be sufficient to meet anticipated cash expenditures and
normal operating requirements for the foreseeable future.

OPERATING RESULTS

Net sales increased by 6% in fiscal year 2005, increased by 1% in fiscal year
2004, and decreased by 7.4% in fiscal year 2003. The increase in fiscal 2005 was
primarily due to higher sales volume and improved pricing more than offset
promotional spending.

Cost of sales as a percentage of net sales amounted to 53.7% in 2005, 52.5% in
2004, and 52.5% in 2003. The cost increase in 2005 was due primarily to higher
energy costs.

Selling, general and administrative expenses were 46.5% of net sales in 2005,
47.7% in 2004, and 49.4% in 2003. The 1.2% decrease for fiscal 2005 is
attributed to the increase in net sales. The higher percentage cost for fiscal
2005 was due to significant increases in employee medical, workers'
compensation, general and auto liability insurance costs, and energy costs.

The Company's effective tax rates for 2005, 2004, and 2003 were 115.7%, 221.3%
and (27.9)%, respectively. Note 9 to the Consolidated Financial Statements
provides additional information about the provision for income taxes.

OFF-BALANCE SHEET ARRANGEMENT

The Company entered into a five-year term product purchase agreement during the
year ending June 1, 2001 with a supplier. Under the terms of the agreement the
minimum purchase quantity and the purchase price were fixed resulting in a
minimum first year commitment of approximately $2,171,000. After the first year,
the minimum purchase quantity was fixed and the purchase unit price was
negotiable based on the current market. The purchase product agreement as
subsequently amended is described in more detail in Note 14 of the Notes to
Consolidated Financial Statements.

MARKET RISK

The principal market risks (i.e. the risk of loss arising from adverse changes
in market rates and prices) to which the Company is exposed are interest rates
on its cash equivalents, investment securities and bank loans, and commodity
prices affecting the cost of its raw materials.

The Company's cash equivalents consist of short-term marketable securities.
Presently these are variable rate money market funds. Its bank loans also carry
variable rates. Assuming year end 2005 variable rate investment levels and bank
loan balances, a one-point change in interest rates would impact interest income
by $284 and interest expense by $22,262.

The Company is subject to market risk with respect to commodities because its
ability to recover increased costs through higher pricing may be limited by the
competitive environment in which it operates. The Company purchases its raw
materials on the open market, under contract through brokers and directly from
growers. Futures contracts have been used occasionally to hedge immaterial
amounts of commodity purchases, but none are presently being used.

INFLATION

Certain costs and expenses of the Company are affected by inflation, and the
Company's prices for its products over the past several years have remained
relatively flat. The Company will contend with the effect of further inflation
through efficient purchasing, improved manufacturing methods, pricing, and by
monitoring and controlling expenses.

ENVIRONMENTAL MATTERS

There have been no material effects of compliance with government provisions
regulating discharge of materials into the environment.

FORWARD-LOOKING STATEMENTS

This discussion contains certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Actual results could
differ materially from those forward-looking statements. Factors that may cause
actual results to differ materially include price competition, industry
consolidation, raw material costs and effectiveness of sales and marketing
activities, as described in the Company's filings with Securities and Exchange
Commission.

RECENT DEVELOPMENTS

The Company continues to review and analyze its internal audit program and has
directed senior management to dedicate resources and take steps to strengthen
controls. The company engaged the services of a third party consultant to assist
in its review and analysis. The Company is identifying and implementing actions
to improve the effectiveness of procedures and internal controls, including
enhanced training with respect to financial reporting and disclosure
responsibilities.

RECENT ISSUED ACCOUNTING PRONOUNCEMENTS

Effective June 1, 2002, the Company adopted SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 addresses financial
accounting and reporting for the impairment or disposal of long-lived assets to
be held and used, to be disposed of other than by sale and to be disposed of by
sale. The adoption of this standard did not have a material impact on the
Company's financial position, results of operations or cash flows.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Cost Associated
with Exit or Disposal Activities." SFAS No 146 requires companies to recognize
costs associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. Costs covered by
SFAS No. 146 includes lease termination costs and certain employee severance
costs that are associated with a restructuring, discontinued operations, plant
closing or other exit or disposal activity. SFAS No. 146 is effective for exit
or disposal activities initiated after December 31, 2002. The Company adopted
SFAS No. 146 on June 1, 2003 and the adoption of this standard did not have a
material impact on the Company's consolidated financial statements.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an amendment of FASB Statement No.
123." SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based
Compensation" to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The Company
has adopted the disclosure requirements of SFAS No. 148 effective May 31, 2003
in its consolidated financial statements. The Company will continue to account
for stock-based compensation using the methods detailed in the stock-based
compensation accounting policy as described earlier.

In April 2003, the FASB issued SFAS No. 149 "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." This statement amends and
clarifies the accounting and reporting for derivative instruments, including
embedded derivatives, and for hedging activities under SFAS No. 133, "Accounting
for Derivative instruments and Hedging Activities." SFAS No. 149 amends SFAS No.
133 to reflect the decisions made as part of the Derivatives Implementation
Group and in other FASB projects or deliberations. SFA No. 149 is effective for
contracts entered into or modified after June 30, 2003, and for hedging
relationships designed after June 30, 2003 and did not have an impact on the
Company.

In January 2003, the FASB issued FASB Interpretation No. 46 (FIN No. 46),
"Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51."
FIN No. 46 requires certain variable interest entities to be consolidated by the
primary beneficiary of the entity if the equity investors in the entity do not
have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46 became
effective February 1, 2003 for variable interest entities created after January
31, 2003, and July 31, 2003 for variable interest entities created prior to
February 1, 2003. In December 2003, the FASB issued a revised FIN 46. The
revised standard, FIN 46R, modifies or clarifies various provisions of FIN 46
and incorporates many FASB Staff Positions previously issued by the FASB. This
standard replaces the original FIN 46 that was issued in January 2003. The
adoption of these new standards did not have an impact on the Company's
financial position, results of operations or cash flows.

In December 2003, the FASB issued a revised SFAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits." The revised SFAS
No. 132 revised employers' disclosures about pension plans and other post
retirement benefit plans. It did not change the measurement or recognition of
those plans required by SFAS No. 87, "Employers' Accounting for Pensions," SFAS
No. 88, "Employers' Accounting for Settlements and Curtailments of Defined
Benefit Pension Plans and for Termination Benefits," and SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions." The
revised SFAS No. 132 retains the disclosure requirements contained in the
original SFAS No. 132. It requires additional disclosures to those in the
original SFAS No. 132 about the assets, obligations, cash flows, and net
periodic benefit cost of defined benefit pension plans and other defined benefit
postretirement plans. The adoption of this new standard did not have an impact
on the Company's financial position, results of operations or cash flows.

In December 2003, the SEC released Staff Accounting Bulletin ("SAB") 104. SAB
104 revises or rescinds portions of the interpretative guidance included in SEC
Topic 13, "Revenue Recognition," in order to make this interpretive guidance
consistent with current authoritative accounting and auditing guidance and SEC
rules and regulations. The principal revisions relate to the rescission of
material no longer necessary because of private sector developments in U.S.
generally accepted accounting principles. SAB 104 also rescinds the Revenue
Recognition in Financial Statements Frequently Asked Questions and Answers
document issued in conjunction with Topic 13. Selected portions of that document
have been incorporated into Topic 13. The adoption of this new standard did not
have an impact on the Company's financial position, results of operations or
cash flows.

In May, 2004, the FASB issued Staff Position (FSP) 106-2, "Accounting and
Disclosure Requirement Related to the Medicare Prescription Drug, Improvement
and Modernization Act of 2003." This Position provides guidance on the
accounting, disclosure, effective date, and transition requirements related to
the Medicare Prescription Drug Improvement and Modernization Act of 2003. The
adoption of this FSP had no impact on the Company's financial position, results
of operation or cash flows.

In October, 2004, the American Jobs Creation Act of 2004 (The Act) was enacted
into law. The FASB had issued Staff Position 109-1 and 109-2 to provide
accounting and disclosure guidance relating to the enactment of this Act. The
Act allows for a tax deduction of up to 9% (when fully phased-in) of the lesser
of qualified production activities income" or taxable income as defined in the
Act beginning in 2005. The tax benefits of this deduction are to be recognized
in the year in which they are reported on the tax return. The Act also allows
for a special one-time tax deductions of 85 percent of certain foreign earnings
that are repatriated to a US taxpayer, provided certain criteria are met. The
Company has not completed its evaluation of the effects of the Act on its future
financial position.

In November 2004, The FASB issued SFAS No. 151, "Inventory Cost or Amendment of
ARB No. 43, Chapter 4." This Statement amends AR 13 No. 43, to clarify abnormal
amounts of facility expense, freight, handling costs and wasted material should
be recognized in current-period charges. In addition, this Statement requires
that allocation of fixed production overhead to the costs on conversion be based
on the normal capacity of the production facilities. This provision is effective
for inventory costs incurred during fiscal years after June 15, 2005. SAFS No.
151 is not expected to have an impact on the Company's financial position,
results of operations or cash flows.

In December 2004, the FASB revised its SFAS No. 123 (SFAS No. 123R), "Accounting
for Stock Based Compensation." The revision established standards for the
accounting of transactions in which an entity exchanges its equity instruments
for goods or services particularly transaction in which an entity obtains
employee services in share based payment transactions. The revised statement
requires a public entity to measure the cost of employee services received in
exchange for an award of equity instruments based on the grant-date fair value
of the award. That cost is to be recognized over the period during which the
employee is required to proved service in exchange for the award. Changes in
fair value during the requisite service period are to be recognized as
compensation cost over that period. In addition the revised statement amends
SFAS No. 95, "Statement of Cash Flows," to require that excess tax benefits be
reported as a financing cash flow rather than as a reduction of taxes paid. The
provisions of the revised statement are effective for financial statements
issued for the first interim or annual reporting period beginning after June 15,
2005, with early adoption encouraged. The Company is currently evaluating the
impact that this statement will have on its financial condition, results of
operations or cash flows.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- - An Amendment of APB Opinion No. 29." APB Opinion No. 29, "Accounting For
Nonmonetary Transactions," is based on the opinion that exchanges of nonmonetary
assets should be measured based on the fair value of the assets exchanged. SFAS
No. 153 amends Opinion No. 29 to eliminate the exception for nonmentary
exchanges of similar productive assets and replaces it with a general exception
for exchanges of nonmonetary assets whose results are not expected to
significantly change the future cash flows of the entity. The provisions of this
Statement shall be effective for nonmonetary asset exchanges occurring in the
Company's fiscal year 2006. The adoption of SFAS No. 153 is not expected to have
a material impact on the Company's financial position, results of operations or
cash flows.

ITEM 7 A.- QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Included in Item 7, Management's Discussion and Analysis of Financial Condition
and Results of Operations- Market Risk beginning on page 14.

ITEM 8.- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements of the registrant and its subsidiary for
the year ended June 3, 2005, consisting of the following, are contained herein:

Consolidated Balance Sheets - As of June 3, 2005 and May 28, 2004

Consolidated Statements of Operations - Years ended 2005, 2004, and 2003

Consolidated Statements of - Years ended 2005, 2004, and 2003
Cash Flows

Consolidated Statements of Changes -Years ended 2005, 2004, and 2003
in Stockholders' Equity

Notes to Consolidated Financial - Years ended 2005, 2004, and 2003
Statements

Quarterly Results of Operations - Years ended 2005, 2004, and 2003

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders and
Board of Directors of
Golden Enterprises, Inc.

We have audited the accompanying consolidated balance sheets of Golden
Enterprises, Inc. and subsidiary as of June 3, 2005 and May 28, 2004, and the
related consolidated statements of operations, changes in stockholders' equity
and cash flows for each of the three years in the three year period ended June
3, 2005. Our audits also included the financial statement schedule listed at
Item 15(a) 2. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Golden
Enterprises, Inc. and subsidiary as of June 3, 2005 and May 28, 2004, and the
consolidated results of their operations and their cash flows for each of the
three years in the three year period ended June 3, 2005, in conformity with
accounting principles generally accepted in the United States of America. Also
in our opinion, such financial statement schedule, when considering in relation
to the basic consolidated financial statements, taken as a whole, presents
fairly, in all material respects, the information set forth therein.

As discussed in Note 3 to the financial statements, effective May 29, 2004 the
Company changed its accounting policy with respect to the casualty insurance
liability.

Birmingham, Alabama DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP
August 5, 2005

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
As of June 3, 2005 and May 28, 2004
ASSETS

2005 2004
---- ----

CURRENT ASSETS
Cash and cash equivalents $ 371,204 $ 565,195

Receivables:
Trade accounts 7,656,766 7,445,741
Other 191,165 231,410
----------- -------------
7,847,931 7,677,151
Less: Allowance for doubtful accounts 156,467 185,000
----------- -------------
7,691,464 7,492,151
Notes receivable, current 49,558 45,760
----------- -------------
7,741,022 7,537,911
----------- -------------

Inventories:
Raw materials 1,100,715 1,198,534
Finished goods 2,869,352 2,504,515
----------- -------------

3,970,067 3,703,049
----------- -------------

Prepaid expenses 2,436,748 2,292,943
Deferred income taxes 589,946 618,803
----------- -------------
Total current assets 15,108,987 14,717,901
----------- -------------

PROPERTY, PLANT AND EQUIPMENT
Land 3,030,974 3,030,974
Buildings 16,670,043 16,925,279
Machinery and equipment 35,170,539 35,159,507
Transportation equipment 15,937,371 15,170,308
----------- -------------
70,808,927 70,286,068
Less: Accumulated depreciation 56,561,891 56,439,726
----------- -------------

14,247,036 13,846,342
----------- -------------
OTHER ASSETS
Notes receivable, long-term 1,770,428 1,819,986
Cash surrender value of life insurance 2,581,358 2,648,567
Other 693,938 589,760
----------- -------------

Total other assets 5,045,724 5,058,313
----------- -------------

TOTAL $34,401,747 $ 33,622,556
=========== =============

See Accompanying Notes to Consolidated Financial Statements

LIABILITIES AND STOCKHOLDERS' EQUITY

2005 2004
---- ----

CURRENT LIABILITIES
Checks outstanding in excess of bank balances $ 1,493,153 $ 1,293,534
Accounts payable 2,270,035 1,816,879
Current portion of long-term debt 690,332 477,980
Line of Credit Outstanding 522,008 -
Other accrued expenses 4,701,726 4,334,798
Salary continuation plan 103,912 95,948
------------- -------------

Total current liabilities 9,781,166 8,019,139
------------- -------------

LONG-TERM LIABILITIES
Note payable - bank, non-current 1,013,846 521,582
Salary continuation plan 1,735,885 1,805,619
Deferred income taxes 964,047 820,432
--------------- -------------

Total long-term liabilities 3,713,778 3,147,633
------------- -------------

STOCKHOLDERS' EQUITY
Common stock - $.66 2/3 par value:
Authorized 35,000,000 shares;
issued 13,828,793 shares 9,219,195 9,219,195
Additional paid-in capital 6,497,954 6,497,954
Retained earnings 15,867,248 17,363,237
Treasury shares - at cost (1,993,463 shares in 2005 and
1,975,963 shares in 2004) (10,677,594) (10,624,602)
------------- -------------

Total stockholders' equity 20,906,803 22,455,784
------------- -------------

TOTAL $ 34,401,747 $ 33,622,556
============= =============

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003

2005 2004 2003
---- ---- ----

Net sales $ 103,143,979 $ 97,583,493 $ 96,604,461
Cost of sales 55,399,901 51,243,037 50,747,626
----------------- ------------ ------------
Gross margin 47,744,078 46,340,456 45,856,835

Selling, general and administrative expenses 48,022,149 46,595,519 47,686,174
----------------- ------------ ------------

Operating (loss) income (278,071) (255,063) (1,829,339)
----------------- ------------ ------------

Other income (expenses):
Gain on sale of assets 107,382 13,861 304,221
Interest expense (255,132) (219,608) (268,489)
Other income 520,862 498,613 506,296
----------------- ------------ ------------

Total other income (expenses) 373,112 292,866 542,028
----------------- ------------ ------------

Income (loss) before income tax 95,041 37,803 (1,287,311)
----------------- ------------ ------------

Provision for income taxes 109,965 83,649 (359,546)
----------------- ------------ ------------

Net (loss) income $ (14,924) $ (45,846) $ (927,765)
================= ============ ============

PER SHARE OF COMMON STOCK
Net (loss) income $ - $ - $ (0.08)
Basic earnings $ - $ - $ (0.08)
================= ============ ============
Diluted earnings $ - $ - $ (0.08)
================= ============ ============

See Accompanying Notes to Consolidated Financial Statements

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003

Additional Total
Common Paid-in Retained Treasury Stockholders'
Stock Capital Earnings Shares Equity
---------- ---------- ------------ ----------- -----------------

Balance - May 31, 2002 $ 9,219,195 $ 6,497,954 $ 22,049,446 $ (10,533,177) $ 27,233,418

Net loss - 2003 - - (927,765) - (927,765)

Cash dividends paid - - (2,228,128) - (2,228,128)
---------- ---------- ----------- ------------ -----------------

Balance - May 30, 2003 9,219,195 6,497,954 18,893,553 (10,533,177) 24,077,525

Net loss - 2004 - - (45,846) - (45,846)

Cash dividends paid - - (1,484,470) (1,484,470)
Treasury shares purchased - - - (91,425) ( 91,425)
---------- ---------- ----------- ------------ -----------------

Balance - May 28, 2004 9,219,195 6,497,954 17,363,237 (10,624,602) 22,455,784

Net loss - 2005 - - (14,924) - (14,924)
-
Cash dividends paid - - (1,481,065) - (1,481,065)
Treasury shares purchased - - - (52,992) (52,992)
---------- ---------- ----------- ------------ -----------------

Balance - June 3, 2005 $ 9,219,195 $ 6,497,954 $ 15,867,248 $ (10,677,594) $ 20,906,803
========== ========== =========== ============ =================

See Accompanying Notes to Consolidated Financial Statements

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003

2005 2004 2003
---- ---- ----

CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers $102,944,666 $ 97,937,596 $ 98,174,808
Interest income 150,685 154,944 161,735
Rental income 32,471 31,948 26,660
Other operating cash payments 337,706 311,721 317,901
Cash paid to suppliers & employees for cost of goods
sold (53,551,622) (49,827,013) (48,092,338)
Cash paid for suppliers & employees for selling, general
& administrative (47,233,583) (45,894,592) (46,369,119)
Income taxes (paid) 3,902 430,216 626,349
Interest expense (255,132) (219,608) (268,489)
------------ ------------ ------------

Net cash provided by operating activities 2,429,093 2,925,212 4,577,507

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (2,700,674) (973,076) (851,111)
Proceeds from sale of property, plant and equipment 139,644 155,288 399,690
Collection of notes receivable 45,760 42,254 119,636
------------ ------------ ------------

Net cash used in investing activities (2,515,270) (775,534) (331,785)

CASH FLOWS FROM FINANCING ACTIVITIES
Debt proceeds 16,952,546 10,304,286 11,543,824
Debt repayments (15,725,922) (11,727,633) (13,121,345)
Increase (decrease) in checks outstanding in excess of
bank
balances 199,619 136,426 535,782
Purchases of treasury shares (52,992) (91,425) -
Cash dividends paid (1,481,065) (1,484,470) (2,228,128)
------------ ------------ ------------

Net cash used in financing activities (107,814) (2,862,816) (3,269,867)

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (193,991) (713,138) 975,855

CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 565,195 1,278,333 302,478
------------ ------------ ------------

CASH AND CASH EQUIVALENTS AT
END OF YEAR $ 371,204 $ 565,195 $ 1,278,333
============ ============ ============

See Accompanying Notes to Consolidated Financial Statements

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003

2005 2004 2003
---- ---- ----

CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income $ (14,924) $ (45,846) $ (927,765)
Adjustment to reconcile net (loss)
income to net cash
provided by operating activities:
Depreciation 2,267,718 2,346,880 2,490,329
Deferred income taxes 172,472 (30,251) 1,433
Gain on sale of property and equipment (107,382) (13,861) (304,221)
Change in receivables - net (199,313) 354,103 1,570,347
Change in inventories (267,018) (397,854) 1,443,303
Change in prepaid expenses (143,805) 588,178 783,358
Change in cash surrender value of insurance 67,209 114,172 22,597
Change in other assets (104,178) (93,585) (19,214)
Change in accounts payable 453,156 115,945 (488,795)
Change in accrued expenses 366,928 45,350 60,940
Change in salary continuation plan (61,770) (58,019) (54,805)
---------- ---------- ----------

Net cash provided by operating
activities $2,429,093 $2,925,212 $4,577,507
========== ========== ==========

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------

The accounting and reporting policies of Golden Enterprises, Inc. and subsidiary
("Company") conform to accounting principles generally accepted in the United
States of America and to general principles within the snack foods industry. The
following is a description of the more significant accounting policies:

Nature of the Business
- ----------------------
The Company manufactures and distributes a full line of snack items that are
sold through its own sales organization and independent distributors to
commercial establishments that sell food products primarily in the Southeastern
United States.

Consolidation
- -------------
The consolidated financial statements include the accounts of Golden
Enterprises, Inc. and its wholly-owned subsidiary, Golden Flake Snack Foods,
Inc., (the "Company"). All significant inter-company transactions and balances
have been eliminated.

Revenue Recognition
- -------------------
The Company recognizes sales and related costs upon delivery or shipment of
products to its customers. Sales are reduced by returns and allowances to
customers.

Fiscal Year
- -----------
The Company ends its fiscal year on the Friday closest to the last day in May.
The year ended June 3, 2005 included the 53 weeks, May 28, 2004 and May 30, 2003
each included 52 weeks.

Fair Value of Financial Instrument
- ----------------------------------
The carrying amount of cash and cash equivalents, receivables, accounts payable
and short and long-term debt approximate fair value.

Cash and Cash Equivalents
- -------------------------
The Company considers all highly liquid investments purchased with a maturity of
three months or less to be cash equivalents.

Inventories
- -----------
Inventories are stated at the lower of cost or market. Cost is computed on the
first-in, first-out method.

Property, Plant and Equipment
- -----------------------------
Property, plant and equipment are stated at cost. For financial reporting
purposes, depreciation and amortization have been provided principally on the
straight-line method over the estimated useful lives of the respective assets.
Accelerated methods are used for tax purposes.

Expenditures for maintenance and repairs are charged to operations as incurred;
expenditures for renewals and betterments are capitalized and written off by
depreciation and amortization charges. Property retired or sold is removed from
the asset and related accumulated depreciation accounts and any profit or loss
resulting therefrom is reflected in the statements of operations.

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS - CONTINUED
For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
- ---------------------------------------------------------------

Self-Insurance
- --------------
The Company is self-insured for certain casualty losses relating to automobile
liability, general liability, workers' compensation, property losses and medical
claims. The Company also has stop loss coverage to limit the exposure arising
from these claims. Automobile liability, general liability, workers'
compensation, and property losses costs are covered by letters of credit with
the company's claim administrators.

As discussed in Note 3, the Company changed its accounting policy with respect
to these casualty insurance liabilities in the fourth quarter of fiscal 2005.
The Company now uses a third-party actuary to estimate the casualty insurance
obligations on an annual basis, using the fully developed actuarial method of
accounting for the self-insurance liability. The third-party actuary also uses
historical information for claims frequency and severity in order to establish
loss development factors.

Advertising
- -----------
The Company expenses advertising costs as incurred. These costs are included in
selling, general and administrative expenses in the Consolidated Statement of
Operations. Advertising expense amounted to $6,000,563, $5,115,582 and
$5,953,137 for the fiscal years 2005, 2004 and 2003, respectively.

Income Taxes
- ------------
Deferred income taxes are provided using the liability method to measure tax
consequences resulting from differences between financial accounting standards
and applicable income tax laws. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on date of enactment.

Segment Information
- -------------------
The Company does not identify separate operating segments for management
reporting purposes. The results of operations are the basis on which management
evaluates operations and makes business decisions. The Company's sales are
generated primarily within the Southeastern United States.

Stock Options
- -------------
The Company applies APB Opinion 25, "Accounting for Stock Issued to Employees,"
and related interpretations in accounting for all stock option plans. No
stock-based compensation cost has been recognized in operations for stock
options granted because the option exercise price was equal to or more than the
market price of the underlying common stock on the date of grant.

SFAS No. 123, "Accounting for Stock-Based Compensation," as amended by SFAS No.
148, "Accounting for Stock-Based Compensation - Transition and Disclosure,"
requires the Company to provide pro forma information regarding net income
(loss) as if the compensation cost for the Company's stock option plans had been
determined in accordance with the fair value based method prescribed in SFAS No.
123. To provide the required pro forma information, the Company estimates the
fair value of each stock option at the grant date by using the Black-Scholes
option-pricing model.

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL - CONTINUED
For the Fiscal Year Ended June 3, 2005, May 28, 2004 and May 30, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

The following table represents the pro forma effect on net income (loss) and
earnings (loss) per share as if the Company had applied the fair value based
method recognition provisions of SFAS No 123 to stock-based employee
compensation:

Year End
-------------------------------------------

2005 2004 2003
---- ---- ----

Net (loss) income as reported $ (14,924) $ (45,846) $ (927,765)
Deduct: total stock-based employee compensation expense
determined under fair value based method for all
awards,
net of related tax effects (10,458) (12,291) (12,660)
------------ ------------ -------------
Pro forma net (loss) income $ (25,382) (58,137) (940,425)
============ ============ =============

(Loss) earnings per share:
Basic - as reported $ - $ - $ (0.08)
============ ============ =============
Basic - Pro forma $ - $ - $ (0.08)
============ ============ =============

Diluted - as reported $ - $ - $ (0.08)
============ ============ =============
Diluted - Pro forma $ - $ - $ (0.08)
============ ============ =============

Shipping and Handling Costs
- ---------------------------
Shipping and handling costs, which include salaries and vehicle operations
expenses relating to the delivery of products to customers by the Company are
classified as Selling, General and Administrative (SG&A) expenses. Shipping and
handling costs classified as SG&A amounted to $2,788,746 million, $2,347,827
million and $2,339,726 million for the fiscal years 2005, 2004 and 2003,
respectively.

Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Recent Issued Accounting Pronouncements
- ---------------------------------------
In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
143, "Accounting for Asset Retirement Obligations," which addresses financial
accounting and reporting obligations associated with the retirement of tangible
long-lived assets that result from the acquisition, construction, development or
normal use of assets. The Company adopted SFAS No. 143 on June 1, 2003 and the
adoption did not have a material impact on the Company's consolidated financial
statements.

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS - CONTINUED
For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
- ---------------------------------------------------------------

In June 2002, the FASB issued SFAS No. 146, "Accounting for Cost Associated with
Exit or Disposal Activities." SFAS No 146 requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. Costs covered by SFAS
No. 146 includes lease termination costs and certain employee severance costs
that are associated with a restructuring, discontinued operations, plant closing
or other exit or disposal activity. SFAS No. 146 is effective for exit or
disposal activities initiated after December 31, 2002. The Company adopted SFAS
No. 146 on June 1, 2003 and the adoption of this standard did not have a
material impact on the Company's consolidated financial statements.

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS - CONTINUED
For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
- ---------------------------------------------------------------

In December 2003, the FASB issued a revised SFAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits." The revised SFAS
No. 132 revised employers' disclosures about pension plans and other
postretirement benefit plans. It did not change the measurement or recognition
of those plans required by SFAS No. 87, "Employers' Accounting for Pensions,"
SFAS No. 88, "Employers' Accounting for Settlements and Curtailments of Defined
Benefit Pension Plans and for Termination Benefits," and SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions." The
revised SFAS No. 132 retains the disclosure requirements contained in the
original SFAS No. 132. It requires additional disclosures to those in the
original SFAS No. 132 about the assets, obligations, cash flows, and net
periodic benefit cost of defined benefit pension plans and other defined benefit
postretirement plans. The adoption of this new standard did not have an impact
on the Company's financial position, results of operations or cash flows.

In December 2003, the SEC released Staff Accounting Bulletin ("SAB") 104. SAB
104 revises or rescinds portions of the interpretatative guidance included in
SEC Topic 13, "Revenue Recognition," in order to make this interpretive guidance
consistent with current authoritative accounting and auditing guidance and SEC
rules and regulations. The principal revisions relate to the rescission of
material no longer necessary because of private sector developments in U.S.
generally accepted accounting principles. SAB 104 also rescinds the Revenue
Recognition in Financial Statements Frequently Asked Questions and Answers
document issued in conjunction with Topic 13. Selected portions of that document
have been incorporated into Topic 13. The adoption of this new standard did not
have an impact on the Company's financial position, results of operations or
cash flows.

Reclassifications
- -----------------
Certain items included in prior years' consolidated financial statements have
been reclassified to conform to current year presentation.

NOTE 2- CHANGE IN CASH FLOW PRESENTATION
- ----------------------------------------

During the year ended June 3, 2005, the Company changed its method of presenting
the statement of cash flows for operating activities from the indirect method
(which adjusts net income to remove the effects of noncash operating
transactions) to the direct method (which shows principal components of
operating cash receipts and payments). This change has been applied
retroactively to the 2004 and 2003 statement of cash flows.

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003

NOTE 3 - CHANGE IN ACCOUNTING POLICY
- ------------------------------------

The Company changed its accounting policy in the fourth quarter of fiscal 2005
with regard to casualty insurance reserves. The effect of this accounting change
was to adopt this policy as of the beginning of fiscal 2005 (May 29, 2004).
Previously, casualty insurance reserves were calculated using the case reserves
method. The Company changed this accounting policy to the fully developed
actuarial method of estimating insurance reserves. This change in accounting
policy was made to improve the quality of the accounting estimate. The fully
developed method reflects future costs inherent in the total population of
claims including claims reported and IBNR (incurred but not reported). The
estimate includes the recognition of inflation trends and the fact that injuries
may become more severe over time. The cumulative effect of this change in
accounting policy did not have a material effect on the financial statements.
The accounting change also increased net income before the cumulative effect in
2005 by $240,028 ($.02) per share. The effect on income in 2004 and 2003 has not
been determined. Quarterly results for 2005 reflecting this change in accounting
are included in Note 16, Quarterly Results of Operations. Pro forma earnings per
share amounts for previous quarter, assuming the new policy was applied
retroactively, are as follows:

First Second Third
---------- -------------- ------------
Basic earnings per share

Net income (loss) - as reported $ 0.02 $ - $ (0.04)
Net income (loss) - pro forma 0.01 - (0.01)

Diluted earnings per share
Net income (loss) - as reported $ 0.02 $ - $ (0.04)
Net income (loss) - pro forma 0.01 - (0.01)

NOTE 4- NOTES RECEIVABLE
- ------------------------

Notes receivable as of June 3, 2005 and May 28, 2004 consist of the
following:
2005 2004
---- ----
8% note, due in 120 monthly installments of $3,640
through November 1, 2010, collateralized by property $ 193,836 $ 220,823

8% note, due in 360 monthly installments of $12,474
through November 1, 2030, collateralized by property 1,626,150 1,644,923
------------- ------------
1,819,986 1,865,746
Less current portion 49,558 45,760
------------- ------------
$ 1,770,428 $ 1,819,986
============= ============

Maturities at Year End
2007 . $ 53,672
2008 . 58,126
2009 . 62,951
2010 . 68,176
2011 . 51,628
Thereafter . 1,475,875

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003

NOTE 5 - PREPAID EXPENSES
- -------------------------

At June 3, 2005 and May 28, 2004, prepaid expenses consist of the
following:

2005 2004
---- ----

Prepaid slotting fees $ 421,198 $ 376,295
Other prepaid expenses 2,015,550 1,916,648
----------- ------------

$ 2,436,748 $ 2,292,943
=========== ============

NOTE 6 - OTHER ACCRUED EXPENSES
- -------------------------------

At June 3, 2005 and May 28, 2004, other accrued expenses consist of the
following:

2005 2004
---- ----

Accrued payroll $ 468,047 $ 450,214
Self insurance liability 1,931,800 1,969,332
Accrued vacation 1,410,187 1,463,539
Other accrued expenses 891,692 451,713
----------- ------------

$ 4,701,726 $ 4,334,798
=========== ============

NOTE 7- LINE OF CREDIT
- ----------------------

The Company has a line of credit agreement with a local bank which permits
borrowing up to $2 million. The balance on the line of credit at June 3, 2005
was $522,008 a rate of 6.00%. The line of credit is subject to the Company's
continued credit worthiness and compliance with the terms and conditions of the
advance application.

NOTE 8 - LONG-TERM LIABILITIES
- ------------------------------

At June 3, 2005 and May 28, 2004, long-term debt consists of the
following:
2005 2004
---- ----
Note payable - bank - payable in equal monthly installments
of
$65,108 including interest at the LIBOR index rate plus
1.75%
(4.84% at June 3, 2005) through September 30, 2007, secured
by equipment $ 1,704,178 $ 999,562

Less: current portion 690,332 477,980
----------- ------------

$ 1,013,846 $ 521,582
=========== ============

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003

NOTE 8- LONG-TERM LIABILITIES - CONTINUED
- -----------------------------------------

Maturities at June 3, 2005
2007 $ 733,518
2008 280,328

Other long-term obligations at June 3, 2005 and May 28, 2004 consist of the
following:
2005 2004
---- ----

Salary continuation plan $ 1,839,797 $ 1,901,567
Less current portion (103,912) (95,948)
------------- -----------

$ 1,735,885 $ 1,805,619
============= ===========

The Company is accruing the present values of the estimated future retirement
payments over the period from the date of the agreements to the retirement
dates, for certain key executives. The Company recognized compensation expense
of approximately $34,178, $30,576 and $27,000 for fiscal 2005, 2004 and 2003,
respectively.

NOTE 9 - INCOME TAXES
- ---------------------

At June 3, 2005, May 28, 2004 and May 30, 2003 the provision for income taxes consists of the
following:

2005 2004 2003
---- ---- ----
Current:
Federal $ (55,620) $ 101,350 $ (320,635)
State (6,890) 12,550 (40,342)
---------- ------------- -----------

(62,510) 113,900 (360,977)
Deferred:
Federal 155,191 (27,859) 1,272
State 17,284 (2,392) 159
---------- ------------- -----------

172,475 (30,251) 1,431
---------- ------------- -----------

Total $ 109,965 $ 83,649 $ (359,546)
========== ============= ===========

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003

NOTE 9- INCOME TAXES - CONTINUED
- --------------------------------

The effective tax rate for continuing operations differs from the expected tax
using statutory rates. A reconciliation between the expected tax and actual tax
follows:

2005 2004 2003
---- ---- ----

Tax on income at statutory rates $ 32,327 $ 12,853 $ (437,685)
(Decrease) increase resulting from:
State income taxes, less Federal income tax effect (4,547) 8,741 (26,894)
Tax exempt interest (1,142) (1,388) (1,356)
Change in valuation allowance 57,559 55,000 120,000
Other - net 25,768 8,443 (13,611)
----------- ------------ ------------

Total $ 109,965 $ 83,649 $ (359,546)
=========== ============ ============

The tax effects of temporary differences that result in deferred tax assets and liabilities are as
follows:

2005 2004
---- ----
Deferred tax assets
Salary continuation plan $ 674,654 $ 697,305
Accrued vacation 517,116 536,680
Contribution carryforward 383,657 229,588
Inventory capitalization 21,471 65,688
Allowance for doubtful accounts 57,377 67,840
Other accrued expenses 164,241 86,582
------------ ------------

Gross defered tax assets before valuation allowance 1,818,516 1,683,683
Less valuation allowance (232,559) (175,000)
------------ ------------

Total deferred tax assets 1,585,957 1,508,683
------------ ------------

Deferred tax
liabilities
Property and equipment 1,805,605 1,572,325
Prepaid expenses 154,453 137,987
------------ ------------
Total deferred tax liabilities 1,960,058 1,710,312
------------ ------------

Net deferred tax liability $ (374,101) $ (201,629)
============ ============

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003

NOTE 10- EMPLOYEE BENEFIT PLANS
- -------------------------------

The Company has trusteed "Qualified Profit-Sharing Plans" that were amended and
restated effective June 1, 1996 to add a 401(k) salary reduction provision.
Under this provision, employees can contribute up to fifty percent of their
compensation to the plan on a pretax basis subject to regulatory limits; and the
Company, at its discretion, can match up to 4 percent of the participants'
compensation. The annual contributions to the plans are determined by the Board
of Directors. Total plan expenses for the years ended June 3, 2005, and May 28,
2004 and May 30, 2003 were $129,529, $94,683, and $231,332, respectively.

The Company has an Employee Stock Ownership Plan that covers all full-time
employees. The annual contributions to the plan are amounts determined by the
Board of Directors of the Company. Annual contributions are made in cash or
common stock of the Company. The Employee Stock Ownership Plan expenses for the
years ended June 3, 2005, May 28, 2004 and May 30, 2003 were $-0-. Each
participant's account is credited with an allocation of shares acquired with the
Company's annual contributions, dividends received on ESOP shares and
forfeitures of terminated participants' nonvested accounts.

The Company has a salary continuation plan with certain of its key officers
whereby monthly benefits will be paid for a period of fifteen years following
retirement. The Company is accruing the present value of such retirement
benefits until the key officers reach normal retirement age at which time the
principal portion of the retirement benefits paid are applied to the liability
previously accrued. The change in the liability for the Salary Continuation Plan
is as follows:

2005 2004
---- ----

Accrued Salary Continuation Plan - beginning of year $1,901,567 $ 1,959,586

Benefits Accrued 34,178 30,576

Benefits Paid (95,948) (88,595)
---------- ------------

Accrued Salary Continuation Plan - end of year $1,839,797 $ 1,901,567
========== ============

NOTE 11 - LONG-TERM INCENTIVE PLANS
- -----------------------------------

The Company has a long-term incentive plan currently in effect under which
future stock option grants may be issued. This Plan (the 1996 Plan) is
administered by the Stock Option Committee of the Board of Directors, which has
sole discretion, subject to the terms of the Plan, to determine those employees,
including executive officers, eligible to receive awards and the amount and type
of such awards. The Stock Option Committee also has the authority to interpret
the Plan, formulate the terms and conditions of award agreements and make all
other determinations required in the administration thereof. All options
outstanding at the end of the 2005, 2004, and 2003 are exercisable.

The 1996 Plan provides for the granting of Incentive Stock Options as defined
under the Internal Revenue Code. Under the Plan, grants may be made to selected
officers and employees, of incentive stock option with a term not exceeding ten
years from the issue date and at a price not less than the fair market value of
the Company's stock at the date of grant.

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Years Ended June 3, 2005, May 28, 2004 and May 30, 2003

NOTE 11 - LONG-TERM INCENTIVE PLANS - CONTINUED
- -----------------------------------------------

Five hundred thousand shares of the Company's stock have been reserved for
issuance under this Plan. The following is a summary of transactions:

Shares Under Option 2005 2004 2003
--------------------- ---------------------- ---------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
--------- ---------- ---------- ---------- --------- ----------

Outstanding - beginning of
year 369,000 $ 3.78 369,000 $ 3.78 40,000 $ 3.50
Granted - - - - 330,000 3.81
Exercised - - - - (1,000) 3.81
Forfeited - - - - - -
Cancelled - - - - - -
--------- ---------- ---------- ---------- --------- ----------

Outstanding - end of year 369,000 $ 3.78 369,000 $ 3.78 369,000 $ 3.78
========= ========== ========== ========== ========= ==========

Pro forma information regarding net income and earnings per share is presented
as if the Company had accounted for its employees stock options under the fair
value method. The per share weighted average fair value of the stock options
granted during fiscal 2002 was $.25. The fair value of these options was
estimated at the date of grant using the Black-Scholes option pricing model with
the following weighted average assumptions: risk-free interest rate 5.05
percent; dividend yield 6.56 percent; expected option life of 5 years; and
expected volatility of 15 percent. No options were granted during 2005 or 2004.

The Black-Scholes options pricing model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect an option's fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of it employee stock options.

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003

NOTE 12 - NET INCOME PER SHARE
- ------------------------------

Basic earnings per common share are computed by dividing earnings available to
stockholders by the weighted average number of common shares outstanding during
the period. Diluted earnings per share reflects per share amounts that would
have resulted if dilutive potential common stock equivalents had been converted
to common stock, as prescribed by Statement of Financial Accounting Standards
No. 128, "Earnings per Share". Options to purchase 369,000 shares of common
stock at June 3, 2005 and May 28, 2004 were not included in the computation of
diluted earnings per share because the options' exercise price were greater than
the average market price of the common shares and, therefore, the effect would
be antidulutive. The following reconciles the information used to compute basic
and diluted earnings per share:

Average Common Stock Shares
-----------------------------------------

2005 2004 2003
------------ ------------- -----------

Basic weighted average shares outstanding 11,846,419 11,879,891 11,883,305
Effect of options - - -
------------ ------------- -----------

Diluted shares 11,846,419 11,879,891 11,883,305
============ ============= ===========

NOTE 13 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
- ---------------------------------------------------------------

The Statement of Financial Accounting Standards No. 107, Disclosures About Fair
Value of Financial Instruments requires disclosure of fair value information
about financial instruments, whether or not recognized on the face of the
balance sheet, for which it is practical to estimate that value. SFAS 107
defines fair value as the quoted market prices for those instruments that are
actively traded in financial markets. In cases where quoted market prices are
not available, fair values are estimated using present value or other valuation
techniques. The fair value estimates are made at a specific point in time, based
on available market information and judgments about the financial instrument,
such as estimates of timing and amount of expected future cash flows. Such
estimates do not reflect any premium or discount that could result from offering
for sale at one time the Company's entire holdings of a particular financial
instrument, nor do they consider the tax impact of the realization of unrealized
gains or losses. In many cases, the fair value estimates cannot be substantiated
by comparison to independent markets, nor can the disclosed value be realized in
immediate settlement of the instrument.

The carrying amounts for cash and cash equivalents approximate fair value
because of the short maturity, generally less than three months, of these
instruments.

The fair value of notes receivable is estimated by using a discount rate that
approximates the current rate for comparable notes. At June 3, 2005 and May 28,
2004 the aggregate fair value was approximately $2,364,641 and $2,437,778
compared to a carrying amount of $1,819,986 and $1,865,746, respectively.

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003

NOTE 13 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS -CONTINUED
- --------------------------------------------------------------------------

The interest rate on the Company's long-term debt is reset monthly to reflect
the 30 day LIBOR rate. Consequently, the carrying value of the bank debt
approximates fair value.

The carrying value of the Company's salary continuation plan and accrued
liability approximates fair value because present value is used in accruing this
liability.

The Company does not hold or issue financial instruments for trading purposes
and has no involvement with forward currency exchange contracts.

NOTE 14 - COMMITMENTS AND CONTINGENCIES
- ---------------------------------------

Rental expense was $316,724 in 2005, $493,028 in 2004, and $498,031 in 2003. At
June 3, 2005, the Company was not obligated under any significant operating
leases.

The Company leases its airplane to a major shareholder of the Company for
approximately $20,000 per month. The lease provides for their personal use of
the airplane for up to 100 flight hours per year and is for a term of one year
with automatic renewal at the option of either party.

The Company had letters of credit in the amount of $2,213,446 outstanding at
June 3, 2005 to support the Company's commercial self-insurance program. The
Company pays a commitment fee of 0.50% to maintain the letters of credit.

The Company entered into a five-year term product purchase commitment during the
year ending June 1, 2001 with a supplier. Under the terms of the agreement the
minimum purchase quantity and the unit purchase price were fixed resulting in a
minimum first year commitment of approximately $2,171,000. After the first year,
the minimum purchase quantity was fixed and the purchase unit price was
negotiable, based on current market. Subsequently, in September 2002, the
product purchase agreement was amended to fix the purchase unit price and
establish specific annual quantities. As of June 3, 2005 the Company's
outstanding purchase commitments were as follows:

Years ending Amount
-----------

2006 $ 605,000

The Company has entered into various other short term purchase commitments with
suppliers for raw materials in the normal course of business.

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003

NOTE 15 -CONCENTRATIONS OF CREDIT RISK
- --------------------------------------

The Company's financial instruments that are exposed to concentrations of credit
risk consist primarily of cash equivalents and trade receivables.

The Company maintains deposit relationships with high credit quality financial
institutions. The Company's trade receivables result primarily from its snack
food operations and reflect a broad customer base, primarily large grocery store
chains located in the Southeastern United States. The Company routinely assesses
the financial strength of its customers. As a consequence, concentrations of
credit risk are limited.

The Company's notes receivable require collateral and buyer investment and
managment believes they are well secured.

NOTE 16 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
- -----------------------------------------------------

The following is a summary of the unaudited quarterly results of operations of
the years ended June 3, 2005 and May 28, 2004.

Per Share
Net (Loss) Net (Loss)
Net Sales Income Income
--------------- ------------ -------------

Quarter
-------
2005
----
First $ 24,766,426 $ 65,737 $ 0.01
Second 24,851,760 47,151 -
Third 27,012,648 (136,754) (0.01)
Fourth 26,513,145 8,942 -
------------- ---------- -------------
For the year $ 103,143,979 $ (14,924) $ -
============= ========== =============

2004
----
First $ 24,580,778 $ 431,692 $ 0.04
Second 23,296,981 (196,021) (0.02)
Third 24,102,358 (606,028) (0.05)
Fourth 25,603,376 324,511 0.03
------------- ---------- -------------
For the year $ 97,583,493 $ (45,846) $ -
============= ========== =============

Quarterly net income amounts for 2005 have been adjusted from amounts reported
in the Company's 10-Q's to reflect the change in accounting discussed in Note 3.

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003

NOTE 17 - SUPPLEMENTARY STATEMENT OF INCOME INFORMATION
- -------------------------------------------------------

The following tabulation gives certain supplementary statement of income
information for continuing operations for the years ended June 3, 2005, May 28,
2004, and May 30, 2003:

2005 2004 2003
---- ---- ----

Maintenance and repairs $ 6,036,556 $ 5,914,221 $ 5,625,851
Depreciation 2,267,718 2,346,880 2,490,329
Payroll taxes 2,379,888 2,241,443 2,337,330
Advertising costs 6,000,563 5,115,582 5,953,137

Amounts for other taxes, rents and research and development costs are not
presented because each of such amounts is less than 1% of total revenues.

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

Not Applicable.

ITEM 9A. - CONTROLS AND PROCEDURES

The Company performed an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures as of
the end of the fiscal year ended June 3, 2005. Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that as of the end
of the fiscal year ended June 3, 2005, the Company's disclosure controls and
procedures were effective to ensure that information required to be disclosed in
reports that the Company files or submits under the Securities and Exchange Act
of 1934 is recorded, processed, summarized and reported within the specified
time periods.

ITEM 9B. - OTHER INFORMATION

Not Applicable.
PART III

ITEM 10. - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

With the exception of information set forth under the caption "Executive
Officers of the Registrant and Its Subsidiary" which appears in Part I of this
Form 10-K on Page 5, the information required by this item is incorporated by
reference to the sections entitled "Election of Directors," "Additional
Information Concerning the Board of Directors," "Executive Compensation and
Other Information" and "Code of Conduct and Ethics" of the Company's Proxy
Statement for the 2005 Annual Meeting of Stockholders to be held September 22,
2005.

ITEM 11. - EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to the
sections entitled "Executive Compensation and Other Information" of the
Company's Proxy Statement for the 2005 Annual Meeting of Stockholders to be held
September 22, 2005. See Item 5 of this Annual Report on Form 10-K for
information concerning the Company's equity compensation plans.

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

The information required by this item is incorporated by reference to the
sections entitled "Security Ownership of Certain Beneficial Owners and
Management" and "Section 16(a) Beneficial Ownership Reporting Compliance," of
the Company's Proxy Statement for the 2005 Annual Meeting of Stockholders to be
held September 22, 2005.

ITEM 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is incorporated by reference to the
section entitled "Certain Transactions" of the Company's Proxy Statement for the
2005 Annual Meeting of Stockholders to be held September 22, 2005.

ITEM 14. - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated by reference to the
section entitled "Independent Accountants" of the Company's Proxy Statement for
the 2005 Annual Meeting of Stockholders to be held September 22, 2005.

Prior to September 29, 2005, the Company will file a definitive Proxy
Statement with the Securities and Exchange Commission pursuant to Regulation 14A
which involves the election of directors.

PART IV

ITEM 15.- EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES

(a) 1. and 2. LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

The following consolidated financial statements of Golden Enterprises, Inc., and
subsidiary required to be included in Item 8 are listed below:

Consolidated Balance Sheets - June 3, 2005 and May 28, 2004

Consolidated Statements of Operations- Years ended June 3, 2005, May 28, 2004,
and May 30, 2003

Consolidated Statements of Changes in Stockholders' Equity- Years ended June 3,
2005, May 28, 2004 and May 30, 2003

Consolidated Statements of Cash Flows- Years ended June 3, 2005, May 28, 2004,
and May 30, 2003

Notes to Consolidated Financial Statements

The following consolidated financial statements schedule is included in Item 16
(d):

Schedule II- Valuation and Qualifying Accounts

All other schedules are omitted because the information required therein is not
applicable, or the information is given in the financial statements and notes
thereto.

Section 3. Exhibits

(3) Articles of Incorporation and By-laws of Golden Enterprises,
Inc.

3.1 Certificate of Incorporation of Golden Enterprises, Inc.
(originally known as "Golden Flake, Inc.") dated December 11,
1967 (incorporated by reference to Exhibit 3.1 to Golden
Enterprises, Inc. May 31, 2004 Form 10-K filed with the
Commission).

3.2 Certificate of Amendment of Certificate of Incorporation of
Golden Enterprises, Inc. dated December 22, 1976 (incorporated
by reference to Exhibit 3.2 to Golden Enterprises, Inc. May 31,
2004 Form 10-K filed with the Commission).

3.3 Certificate of Amendment of Certificate of Incorporation of
Golden Enterprises, Inc. dated October 2, 1978 (incorporated by
reference to Exhibit 3 to Golden Enterprises, Inc. May 31, 1979
Form 10-K filed with the Commission).

3.4 Certificate of Amendment of Certificate of Incorporation of
Golden Enterprises, Inc. dated October 4, 1979 (incorporated by
reference to Exhibit 3 to Golden Enterprises, Inc. May 31, 1980
Form 10-K filed with the Commission).

3.5 Certificate of Amendment of Certificate of Incorporation of
Golden Enterprises, Inc. dated September 24, 1982 (incorporated
by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31,
1983 Form 10-K filed with the Commission).

3.6 Certificate of Amendment of Certificate of Incorporation of
Golden Enterprises, Inc. dated September 22, 1983 (incorporated
by reference to Exhibit 19.1 to Golden Enterprises, Inc. Form
10-Q Report for the quarter ended November 30, 1983 filed with
the Commission).

3.7 Certificate of Amendment of Certificate of Incorporation of
Golden Enterprises, Inc. dated October 3, 1985 (incorporated by
reference to Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q
Report for the quarter ended November 30, 1985 filed with the
Commission).

3.8 Certificate of Amendment of Certificate of Incorporation of
Golden Enterprises, Inc. dated September 23, 1987 (incorporated
by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31,
1988 Form 10-K filed with the Commission).

3.9 By-Laws of Golden Enterprises, Inc. (incorporated by reference
to Exhibit 3.4 to Golden Enterprises, Inc. May 31, 1988 Form
10-K filed with the Commission).

(10) Material Contracts.

10.1 A Form of Indemnity Agreement executed by and between Golden
Enterprises, Inc. and Each of Its Directors (incorporated by
reference as Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q
Report for the quarter ended November 30, 1987 filed with the
Commission).

10.2 Amended and Restated Salary Continuation Plans for John S. Stein
(incorporated by reference to Exhibit 19.1 to Golden
Enterprises, Inc. May 31, 1990 Form 10-K filed with the
Commission).

10.3 Indemnity Agreement executed by and between the Company and J.
Wallace Nall, Jr. (incorporated by reference as Exhibit 19.4 to
Golden Enterprises, Inc. May 31, 1991 Form 10-K filed with the
Commission).

10.4 Salary Continuation Plans - Retirement, Disability and Death
Benefits for F. Wayne Pate (incorporated by reference to Exhibit
19.1 to Golden Enterprises, Inc. May 31, 1992 Form 10-K filed
with the Commission).

10.5 Indemnity Agreement executed by and between the Registrant and
F. Wayne Pate (incorporated by reference as Exhibit 19.3 to
Golden Enterprises, Inc. May 31, 1992 Form 10-K filed with the
Commission).

10.6 Golden Enterprises, Inc. 1996 Long-Term Incentive Plan
(incorporated by reference as Exhibit 10.1 to Golden
Enterprises, Inc. May 31, 1997 Form 10-K filed with the
Commission).

10.7 Lease of Aircraft executed by and between Golden Flake Snack
Foods, Inc., a wholly-owned subsidiary of Golden Enterprises,
Inc., and Sloan Y. Bashinsky, Sr. (incorporated by reference as
Exhibit 10.1 to Golden Enterprises, Inc. May 31, 1999 Form 10-K
filed with the Commission).

10.8 Equipment Purchase and Sale Agreement dated October 2000 whereby
Golden Flake Snack Foods, Inc., a wholly-owned subsidiary of
Golden Enterprises, Inc., sold the Nashville, Tennessee Plant
Equipment (incorporated by reference as Exhibit 10.1 to Golden
Enterprises, Inc. May 31, 2001 Form 10-K filed with the
Commission).

10.9 Real Property Contract of Sale dated October 2000 whereby Golden
Flake Snack Foods, Inc. sold the Nashville, Tennessee Plant Real
Property (incorporated by reference as Exhibit 10.2 to Golden
Enterprises, Inc. May 31, 2001 Form 10-K filed with the
Commission).

10.10 Amendment to Salary Continuation Plans, Retirement and
Disability for F. Wayne Pate dated April 9, 2002 (incorporated
by reference to Exhibit 10.2 to Golden Enterprises, Inc. May 31,
2002 Form 10-K filed with the Commission).

10.11 Amendment to Salary Continuation Plans, Retirement and
Disability for John S. Stein dated April 9, 2002 (incorporated
by reference to Exhibit 10.3 to Golden Enterprises, Inc. May 31,
2002 Form 10-K filed with the Commission).

10.12 Amendment to Salary Continuation Plan, Death Benefits for John
S. Stein dated April 9, 2002 (incorporated by reference to
Exhibit 10.4 to Golden Enterprises, Inc. May 31, 2002 Form 10-K
filed with the Commission).

10.13 Retirement and Consulting Agreement for John S. Stein dated
April 9, 2002 (incorporated by reference to Exhibit 10.5 to
Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the
Commission).

10.14 Salary Continuation Plan for Mark W. McCutcheon dated May 15,
2002 (incorporated by reference to Exhibit 10.6 to Golden
Enterprises, Inc. May 31, 2002 Form 10-K filed with the
Commission).

10.15 Trust Under Salary Continuation Plan for Mark W. McCutcheon
dated May 15, 2002 (incorporated by reference to Exhibit 10.7 to
Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the
Commission).

(14) Code of Ethics

14.1 Golden Enterprises, Inc.'s Code of Conduct and Ethics adopted by
the Board of Directors on April 8, 2004 (incorporated by
reference to Exhibit 14.1 to Golden Enterprises, Inc. May 31,
2004 Form 10-K filed with the Commission).

21 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21 to Golden Enterprises, Inc. May 31, 2004 Form 10-K
filed with the Commission)

(18) Letter Re: Change in Accounting Principles

18.1 Letter from the Registrant's Independent Accountant dated August
12, 2005 indicating a change in the method of applying
accounting practices followed by the Registrant for the fiscal
year ended June 3, 2005.

(31) Certifications

31.1 Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Chief Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.

(99) Additional Exhibits

99.1 A copy of excerpts of the Last Will and Testament and Codicils thereto
of Sloan Y. Bashinsky, Sr. and of the SYB Common Stock Trust created by
Sloan Y. Bashinsky, Sr. providing for the creation of a Voting Committee
to vote the shares of common stock of Golden Enterprises, Inc. held by
SYB, Inc. and the Estate/Testamentary Trust of Sloan Y. Bashinsky, Sr.

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.

GOLDEN ENTERPRISES, INC.

By /s/Patty Townsend August 29, 2005
- -------------------- ---------------
Patty Townsend Date
Vice President, Secretary and Principal Financial
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/John S. Stein Chairman of Board August 29, 2005
- --------------------------
John S. Stein

/s/Mark W. McCutcheon Chief Executive August 29, 2005
- -------------------------- Officer, President and Director
Mark W. McCutcheon

/s/Patty Townsend Vice President, Secretary and August 29, 2005
- -------------------------- Principal Financial Officer
Patty Townsend

/s/F. Wayne Pate Director August 29, 2005
- --------------------------
F. Wayne Pate

/s/Edward R. Pascoe Director August 29, 2005
- --------------------------
Edward R. Pascoe

/s/John P. McKleroy, Jr. Director August 29, 2005
- --------------------------
John P. McKleroy, Jr.

Director August 29, 2005
- --------------------------
James I. Rotenstreich

/s/John S.P. Samford Director August 29, 2005
- --------------------------
John S.P. Samford

/s/J. Wallace Nall, Jr. Director August 29, 2005
- --------------------------
J. Wallace Nall, Jr.

/s/Joann F. Bashinsky Director August 29, 2005
- --------------------------
Joann F. Bashinsky

SCHEDULE II

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

VALUATION AND QUALIFYING ACCOUNTS

For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003

Additions
Balance at Charged to Balance
Beginning Costs and at End
Allowance for Doubtful Accounts of Year Expenses Deductions of Year
- -------------------------------------------- -------------- -------------- --------------- -------------

Year ended May 30, 2003 $196,100 $224,722 $224,722 $196,100
============== ============== =============== =============

Year ended May 28, 2004 $196,100 $131,771 $142,871 $185,000
============== ============== =============== =============

Year ended June 3, 2005 $185,000 $174,455 $202,988 $156,467
============== ============== =============== =============

INDEX TO EXHIBITS
-----------------
Page
----

3.3 Certificate of Amendment of Certificate of Incorporation of
Golden Enterprises, Inc. dated October 2, 1978 (incorporated
by reference to Exhibit 3 to Golden Enterprises, Inc. May 31,
1979 Form 10-K filed with the Commission).

3.4 Certificate of Amendment of Certificate of Incorporation of
Golden Enterprises, Inc. dated October 4, 1979 (incorporated
by reference to Exhibit 3 to Golden Enterprises, Inc. May 31,
1980 Form 10-K filed with the Commission).

3.5 Certificate of Amendment of Certificate of Incorporation of
Golden Enterprises, Inc. dated September 24, 1982
(incorporated by reference to Exhibit 3.1 to Golden
Enterprises, Inc. May 31, 1983 Form 10-K filed with the
Commission).

3.6 Certificate of Amendment of Certificate of Incorporation of
Golden Enterprises, Inc. dated September 22, 1983
(incorporated by reference to Exhibit 19.1 to Golden
Enterprises, Inc. Form 10-Q Report for the quarter ended
November 30, 1983 filed with the Commission).

3.7 Certificate of Amendment of Certificate of Incorporation of
Golden Enterprises, Inc. dated October 3, 1985 (incorporated
by reference to Exhibit 19.1 to Golden Enterprises, Inc. Form
10-Q Report for the quarter ended November 30, 1985 filed with
the Commission).

3.8 Certificate of Amendment of Certificate of Incorporation of
Golden Enterprises, Inc. dated September 23, 1987
(incorporated by reference to Exhibit 3.1 to Golden
Enterprises, Inc. May 31, 1988 Form 10-K filed with the
Commission).

3.9 By-Laws of Golden Enterprises, Inc. (incorporated by reference
to Exhibit 3.4 to Golden Enterprises, Inc. May 31, 1988 Form
10-K filed with the Commission).

10.1 A Form of Indemnity Agreement executed by and between Golden
Enterprises, Inc. and Each of Its Directors (incorporated by
reference as Exhibit 19.1 to Golden Enterprises, Inc. Form
10-Q Report for the quarter ended November 30, 1987 filed with
the Commission).

10.2 Amended and Restated Salary Continuation Plans for John S.
Stein (incorporated by reference to Exhibit 19.1 to Golden
Enterprises, Inc. May 31, 1990 Form 10-K filed with the
Commission). Page 10.3 Indemnity Agreement executed by and
between the Company and J. Wallace Nall, Jr. (incorporated by
reference as Exhibit 19.4 to Golden Enterprises, Inc. May 31,
1991 Form 10-K filed with the Commission).

Page
----

10.4 Salary Continuation Plans - Retirement, Disability and Death
Benefits for F. Wayne Pate (incorporated by reference to
Exhibit 19.1 to Golden Enterprises, Inc. May 31, 1992 Form
10-K filed with the Commission).

10.6 Golden Enterprises, Inc. 1996 Long-Term Incentive Plan
(incorporated by reference as Exhibit 10.1 to Golden
Enterprises, Inc. May 31, 1997 Form 10-K filed with the
Commission).

10.7 Lease of Aircraft executed by and between Golden Flake Snack
Foods, Inc., a wholly-owned subsidiary of Golden Enterprises,
Inc., and Sloan Y. Bashinsky, Sr. (incorporated by reference
as Exhibit 10.1 to Golden Enterprises, Inc. May 31, 1999 Form
10-K filed with the Commission).

10.8 Equipment Purchase and Sale Agreement dated October 2000
whereby Golden Flake Snack Foods, Inc., a wholly-owned
subsidiary of Golden Enterprises, Inc., sold the Nashville,
Tennessee Plant Equipment (incorporated by reference as
Exhibit 10.1 to Golden Enterprises, Inc. May 31, 2001 Form
10-K filed with the Commission).

10.9 Real Property Contract of Sale dated October 2000 whereby
Golden Flake Snack Foods, Inc. sold the Nashville, Tennessee
Plant Real Property (incorporated by reference as Exhibit 10.2
to Golden Enterprises, Inc. May 31, 2001 Form 10-K filed with
the Commission).

10.14 Salary Continuation Plan for Mark W. McCutcheon dated May 15,
2002 (incorporated by reference to Exhibit 10.6 to Golden
Enterprises, Inc. May 31, 2002 Form 10-K filed with the
Commission).

Page
----

10.15 Trust Under Salary Continuation Plan for Mark W. McCutcheon
dated May 15, 2002 (incorporated by reference to Exhibit 10.7
to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with
the Commission).

14.1 Golden Enterprises, Inc.'s Code of Conduct and Ethics adopted
by the Board of Directors on April 8, 2004 (incorporated by
reference to Exhibit 14.1 to Golden Enterprises, Inc. May 31,
2004 Form 10-K filed with the Commission).

(18) Letter Re: Change in Accounting Principles

18.1 Letter from the Registrant's Independent Accountant dated 52
August 12, 2005 indicating a change in the method of
applying accounting practices followed by the Registrant for
the fiscal year ended June 3, 2005.

21 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21 to Golden Enterprises, Inc. May 31, 2004 Form 10-K
filed with the Commission)

31.1 Certification of Chief Executive Officer pursuant to Section 54
302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Chief Financial Officer pursuant to Section 55
302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Chief Executive Officer pursuant to Section 56
906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Chief Financial Officer pursuant to Section 57
906 of the Sarbanes-Oxley Act of 2002.

99.1 A copy of excerpts of the Last Will and Testament and Codicils 58
thereto of Sloan Y. Bashinsky, Sr. and of the SYB Common
Stock Trust created by Sloan Y. Bashinsky, Sr. providing for
the creation of a Voting Committee to vote the shares of
common stock of Golden Enterprises, Inc. held by SYB, Inc. and
the Estate/Testamentary Trust of Sloan Y. Bashinsky, Sr.