▸ Our financial position may be affected by fluctuations in interest rates, as our floating rate credit facilities are subject to floating interest rates. Interest rates are highly sensitive to many factors, including governmental monetary policies,· · · · · ● 1 ▸ Our steel manufacturing segment’s business depends on manufacturing products in North America. If import or export tariffs were to increase disproportionally on raw materials compared to finished goods, we would be at risk for· · · · · ● 1 ▸ group Risks Related To Our Flooring Manufacturing Segment 20· · · · · ● 1 ▸ group Risks Related To Our Steel Manufacturing Segment 21· · · · · ● 1 ▸ Marquis may be subject to disruptions in the global supply chain.· · · · ● ● 2 ▸ group RISKS RELATED TO OUR RETAIL-ENTERTAINMENT AND RETAIL-FLOORING SEGMENTS· · · ● ● ● 3 ▸ The floor covering industry may face supply chain restrictions based upon legislation enacted limiting imports from certain global regions.· · · ● ● ● 3 ▸ We depend on key persons and the loss of any key person could adversely affect our operations.· · · ● ● ● 3 ▸ Adverse developments in our ongoing legal proceedings or future legal proceedings could have a material adverse effect on our business operations and prospects, reputation, financial condition, results of operations, or stock price.· · ● ● ● ● 4 rw ▸ Significant or prolonged declines in the U.S. or global economies could have a material adverse effect on the Company’s flooring manufacturing business.· · · · ● · 1 ▸ group Specific to our Retail-Flooring Segment· · · ● · · 1 ▸ group ApplianceSmart’s ability to fund and execute its business plan; and· ● · · · · 1 ▸ ApplianceSmart’s ability to obtain Bankruptcy Court approval with respect to motions filed in the Chapter 11 Case from time to time;· ● · · · · 1 ▸ ApplianceSmart’s ability to obtain acceptable and appropriate financing.· ● · · · · 1 ▸ On August 2, 2021, the SEC filed a civil complaint (the “SEC Complaint”) in the United States District Court for the District of Nevada naming the Company and two of its executive officers as defendants (collectively, the "Defendants").· ● · · · · 1 ▸ Results of operations may fluctuate from quarter to quarter.· ● · · · · 1 ▸ The financial condition of ApplianceSmart’s suppliers may also adversely affect their access to capital liquidity with which to maintain their inventory, production levels, and product quality and to operate their businesses, all of which· ● · · · · 1 ▸ Upon a showing of cause, the Bankruptcy Court may convert ApplianceSmart’s Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code. In such event, a Chapter 7 trustee would be appointed or elected to liquidate· ● · · · · 1 ▸ We have identified and disclosed in this Form 10-K material weaknesses in our internal control over financial reporting. If we are not able to remediate these material weaknesses and maintain an effective system of internal· ● · · · · 1 ▸ A disruption in ApplianceSmart’s relationships with, or in the operations of, any of ApplianceSmart’s key suppliers could cause ApplianceSmart’s, and our, net sales and profitability to decline.● ● · · · · 2 ▸ ApplianceSmart is subject to risks and uncertainties with respect to the actions and decisions of its creditors and other third parties who have interests in the Chapter 11 Case that may be inconsistent with ApplianceSmart’s plans.● ● · · · · 2 ▸ ApplianceSmart may be subject to claims that will not be discharged in the Chapter 11 Case, which could have a material adverse effect on its results of operations and profitability.● ● · · · · 2 ▸ ApplianceSmart may not have sufficient cash to maintain its operations during the Chapter 11 Case or fund its emergence from the bankruptcy.● ● · · · · 2 ▸ ApplianceSmart’s businesses could suffer from a long and protracted restructuring.● ● · · · · 2 ▸ ApplianceSmart’s, and our consolidated, financial results may be volatile and may not reflect historical trends.● ● · · · · 2 ▸ Because we have no current plans to pay cash dividends on our common stock for foreseeable future, you may not receive any return on investment unless you sell your shares of common stock for a price greater than your purchase price for your shares.● ● ● ● ● · 5 rw ▸ In certain limited instances, a Chapter 11 case may be converted to a case under Chapter 7 of the Bankruptcy Code.● ● · · · · 2 ▸ In periods of rising costs, we may be unable to pass raw materials, energy and fuel-related cost increases on to its customers, which could have a material adverse effect on our business.● · · · · · 1 ▸ Operating as a Debtor in Possession under Chapter 11 of the Bankruptcy Code may restrict ApplianceSmart’s ability to pursue its business strategies.● ● · · · · 2 ▸ Our senior management team and other key personnel may not be able to execute the ApplianceSmart business plan as currently developed, given the substantial attention required of such individuals by the Chapter 11 Case.● ● · · · · 2 ▸ group RISKS RELATED TO OUR RETAIL SEGMENT● ● ● · · · 3 ▸ group Risk Factors Specific to Both ApplianceSmart and Vintage Stock● ● · · · · 2 ▸ Shortages of qualified and trainable labor, increased labor costs, or Precision Marshall’s failure to attract and retain other highly qualified personnel in the future could disrupt our operations and adversely affect our financial results.● ● · · · · 2 rw ▸ Sufficient debtor-in-possession financing may not be available and ApplianceSmart’s emergence from the Chapter 11 Case is not assured.● ● · · · · 2 ▸ We are subject to foreign currency risks, which may negatively impact our profitability and cash flows.● ● ● · · · 3 ▸ We face intense competition in the flooring industry that could decrease demand for our products or force us to lower prices, which could have a material adverse effect on our business.● · · · · · 1 ▸ We may not be able to secure additional capital to expand our existing operations.● ● · · · · 2 ▸ An adverse trend in sales during the winter and holiday selling season could impact our financial results.● ● ● ● ● ● 6 ▸ As a seller of certain consumer products, we are subject to various federal, state, and local laws, regulations, and statutes related to product safety and consumer protection.● ● ● ● ● ● 6 rw ▸ Because of our floating rate credit facilities, we may be adversely affected by interest rate changes.● ● ● ● ● ● 6 ▸ Because we do not intend to use our own employees or members of management to run the daily operations at our acquired companies, business operations might be interrupted if employees at the acquired businesses were to resign, or be terminated.● ● ● ● ● ● 6 rw ▸ Certain provisions of Nevada law, in our organizational documents and in contracts to which we are party may prevent or delay a change of control of our company.● ● ● ● ● ● 6 ▸ Compliance with existing and new environmental regulations, environmental permitting, and approval requirements may result in delays or other adverse impacts on planned projects, our results of operations and cash flows.● ● ● ● ● ● 6 rw ▸ Data breaches or other cybersecurity incidents involving customer or employee data stored by us could adversely affect our reputation and revenues.● ● ● ● ● ● 6 rw ▸ Due to our concentrated stock ownership, public stockholders may have no effective voice in our management and the trading price of our common stock may be adversely affected.● ● ● ● ● ● 6 ▸ Economic conditions in the U.S. could adversely affect demand for the products we sell.● ● ● ● ● ● 6 ▸ Failure to manage our new store openings effectively could lower our sales and profitability.● ● ● ● ● ● 6 rw ▸ If our management information systems fail to perform or are inadequate, our ability to manage our business could be disrupted.● ● ● ● ● ● 6 ▸ If we are unable to renew or enter into new leases on favorable terms, our revenue growth may decline.● ● ● ● ● ● 6 ▸ If we do not effectively manage our growth and business, our management, administrative, operational, and financial infrastructure and results of operations may be materially and adversely affected.● ● ● ● ● ● 6 rw ▸ If we fail to manage new store openings in a timely and cost-efficient manner, our growth or profits may decrease.● ● ● ● ● ● 6 ▸ International events could delay or prevent the delivery of products to our suppliers.● ● ● ● ● ● 6 ▸ Limited availability, or volatility in prices of raw materials and energy may constrain operating levels and reduce profit margins.● ● ● ● ● ● 6 ▸ Marquis may be unable to predict customer preferences or demand accurately, or to respond to technological developments.● ● ● ● ● ● 6 rw ▸ Our failure to comply withvarious applicable federal and state employment and labor laws and regulations could have a material, adverse impact on our business.● ● ● ● ● ● 6 ▸ Our operational footprint, unplanned equipment outages, and other unforeseen disruptions may adversely impact our results of operations.● ● ● ● ● ● 6 ▸ Our production and distribution workforce is unionized, and we may face labor disruptions that would interfere with our operations.● ● ● ● ● ● 6 ▸ Our results of operations could fluctuate due to factors outside of our control.● ● ● ● ● ● 6 ▸ group RISKS RELATED TO OUR BUSINESS STRATEGY● ● ● ● ● ● 6 ▸ group RISKS RELATED TO OUR FLOORING MANUFACTURING SEGMENT● ● ● ● ● ● 6 ▸ group RISKS RELATED TO OUR STEEL MANUFACTURING SEGMENT● ● ● ● ● ● 6 ▸ group RISKS RELATING TO OUR COMPANY GENERALLY● ● ● ● ● ● 6 ▸ Sales of video games containing graphic violence may decrease as a result of actual violent events or other reasons, and Vintage Stock’s, and our, financial results may be adversely affected as a result.● ● ● ● ● ● 6 ▸ Tax matters, including the changes in corporate tax rates, disagreements with taxing authorities and imposition of new taxes could impact our results of operations and financial condition.● ● ● ● ● ● 6 ▸ Technological advances in the delivery and types of video, video games and PC entertainment software, as well as changes in consumer behavior related to these new technologies, could lower sales.● ● ● ● ● ● 6 rw ▸ The acquisition of new businesses is costly and such acquisitions may not enhance our financial condition.● ● ● ● ● ● 6 ▸ The demand for steel manufacturing segment's products may decrease if manufacturing in North America declines or if automakers, who manufacture their products in the U.S., do not introduce new models or their sales decline.● ● ● ● ● ● 6 rw ▸ The steel industry is highly cyclical, which may have an adverse effect on our results of operations.● ● ● ● ● ● 6 ▸ Vintage Stock may not compete effectively as browser, mobile, and social video viewing and gaming becomes more popular.● ● ● ● ● ● 6 rw ▸ We are involved in an ongoing SEC investigation, which could divert management’s focus, result in substantial investigation expenses and have an adverse impact on our reputation, financial condition, results of operations and cash flows.● ● ● ● ● ● 6 ▸ We are subject to income and other taxes in the U.S. and our operations, plans, and results are affected by tax and other initiatives.● ● ● ● ● ● 6 rw ▸ We face risks relating to changes and proposed changes in U.S. and foreign tariffs, trade agreements, laws, and other isolationist policies● ● ● ● ● ● 6 rw ▸ We may be subject to intellectual property claims that create uncertainty about ownership or use of technology essential to our business and divert our managerial and other resources.● ● ● ● ● ● 6 ▸ We may not be able to identify, acquire or establish control of, or effectively integrate previously acquired businesses, which could materially adversely affect our growth.● ● ● ● ● ● 6 ▸ We may not be able to protect our intellectual property rights adequately.● ● ● ● ● ● 6 rw ▸ We may record future goodwill impairment charges or other asset impairment charges which could negatively impact our future results of operations and financial condition.● ● ● ● ● ● 6 ▸ We rely on third parties for transportation services, and increases in costs or the availability of transportation may adversely affect our business and operations● ● ● ● ● ● 6 
