Management's discussion and analysis of our financial condition and results of operations are based upon the condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. This discussion should be read in conjunction with our recent SEC filings, including Form 10-K for the year ended May 30, 2008. The preparation of these financial statements requires us to make estimates and judgments about future events that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures. Future events and their effects cannot be determined with absolute certainty. Therefore, management's determination of estimates and judgments about the carrying values of assets and liabilities requires the exercise of judgment in the selection and application of assumptions based on various factors, including historical experience, current and expected economic conditions and other factors believed to be reasonable under the circumstances. We routinely evaluate our estimates including those considered significant and discussed in detail in Form 10-K for the year ended May 30, 2008. Actual results may differ from these estimates under different assumptions or conditions and such differences may be material.

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, 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 through the independent distributors and approximately 322 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.

Liquidity and Capital Resources

At November  28, 2008 and May 30,  2008,  working  capital  was  $6,709,837  and
$3,861,807, respectively.

Cash was used to purchase 30,377 shares of treasury stock this quarter in the amount of $52,950. The Company's current ratio was 1.61 to 1.00 at November 28, 2008 compared to 1.35 to 1.00 at May 30, 2008.

Accounts Receivable and Allowance for Doubtful Accounts

At November  28, 2008 and May 30, 2008 the Company had accounts  receivables  in
the amount of  $7,954,543  and  $7,940,547,  net of an  allowance  for  doubtful
accounts of $70,000 and $70,000, respectively.

The following  table  summarizes  the  Company's  customer  accounts  receivable
profile as of November 28, 2008 and May 30, 2008:

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

                                         November 28, 2008      May 30, 2008

         Less than $1,000.00                         1,053             1,118
         $1,001.00-$10,000.00                          524               558
         $10,001.00-$100,000.00                        116               113
         $100,001.00-$500,000.00                         6                 8
         $500,001.00-$1,000,000.00                       1                 1
         $1,000,001.00-$2,500,000.00                     0                 0
                                         -----------------  ----------------

         Total All Accounts                          1,700             1,798
                                         =================  ================

Contractual Obligations

The following table  summarizes the significant  contractual  obligations of the
Company as of November 28, 2008:

Contractual Obligations             Total          Current        2-3 Years        4-5 Years      Thereafter
------------------------------   ------------    -----------    --------------    -----------    -------------
Vehicle Lease                      $3,604,745     $  902,270        $1,799,505     $  902,970         $      -
Salary Continuation Plan            1,594,379        137,361           309,871        363,444          783,703
                                 ------------    -----------    --------------    -----------    -------------
Total Contractual Obligations      $5,199,124     $1,039,631        $2,109,376     $1,266,414         $783,703
                                 ============    ===========    ==============    ===========    =============

Other Commitments

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

For the thirteen weeks ended November 28, 2008, net sales increased 6.0% from the comparable period in fiscal 2008. For the twenty-six weeks ended November 28, 2008, net sales increased 5.6% from the comparable period in fiscal 2008. This year's second quarter cost of sales was 54.2% of net sales compared to 51.7% for last year's second quarter. This year's second quarter, selling, general and administrative expenses were 44.6% of net sales compared to 47.2% for last year's second quarter. This year's year to date selling, general and administrative expenses were 45.6% of net sales compared to 45.9% for last year's year to date.

The following tables compare manufactured products to resale products:

                             Manufactured Products-Resale Products

                                      Thirteen Weeks Ended              Thirteen Weeks Ended
                                        November 28, 2008                November 30, 2007
Sales                                                        %                               %
Manufactured Products            $         23,227,596      79.7%    $   22,147,538         80.5%
Resale Products                             5,927,734      20.3%         5,357,221         19.5%
                                 -------------------- ----------    --------------    ----------
Total                            $         29,155,330     100.0%    $   27,504,759        100.0%
                                 ==================== ==========    ==============    ==========


Gross Margin                                                 %                               %
Manufactured Products            $         11,195,693      48.2%    $   11,592,903         52.3%
Resale Products                             2,168,042      36.6%         1,698,099         31.7%
                                 -------------------- ----------    --------------    ----------
Total                            $         13,363,735      45.8%    $   13,291,002         48.3%
                                 ==================== ==========    ==============    ==========




                                     Twenty-Six Weeks Ended            Twenty-Six Weeks Ended
                                        November 28, 2008                 November 30, 2007
Sales                                                        %                                %
Manufactured Products            $        47,063,062       79.8%    $   45,080,534          80.6%
Resale Products                           11,942,956       20.2%        10,818,453          19.4%
                                 -------------------  ----------    --------------    -----------
Total                            $        59,006,018      100.0%    $   55,898,987         100.0%
                                 ===================  ==========    ==============    ===========


Gross Margin                                                 %                                %
Manufactured Products            $        23,303,268       49.5%    $   23,802,650          52.8%
Resale Products                            4,525,884       37.9%         3,474,781          32.1%
                                 -------------------  ----------    --------------    -----------
Total                            $        27,829,152       47.2%    $   27,277,431          48.8%
                                 ===================  ==========    ==============    ===========

The Company's gain on sale of assets for the thirteen weeks ended November 28, 2008 in the amount of $804,767 was from the sale of used transportation equipment for $22,055 and from the sale of warehouse properties at Marietta, Georgia and Nashville, Tennessee for $782,712.

For last year's thirteen weeks, the gain on sale of assets was $34,245 from the sale of used equipment for cash.

The Company's effective tax rate for the thirteen weeks was 38.0% compared to 43.1% for the last year's thirteen weeks and 38.3% for the twenty-six weeks this year and 38.2% last year.

Market Risk

The principal market's 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 bank loans, and commodity prices affecting the cost of its raw materials.

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 and under contract through brokers or directly from growers. Future 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. 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 governmental 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 the Securities and Exchange Commission.

ITEM 3

Pursuant to Item 305(e) of Regulation S-K (Section 229.305(e)) the Company is not required to provide the Information under this item, as it is a "Smaller Reporting Company" as defined by Rule 229.10(f)(1).

ITEM 4

The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of the end of the period covered by this report. Any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures provided reasonable assurance that the disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and in accumulating and communicating such information to management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the

Company's internal control over financial reporting to determine whether any changes occurred during the Company's second fiscal quarter ended November 28, 2008 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Based on that evaluation, there has been no such change during the period covered by this report.