1418730--3/17/2010--Industry_Concept_Holdings

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RISKS RELATED TO OUR OPERATIONS Our business may be negatively impacted by general economic conditions and the current global financial crisis. Our continued operations depend on current fashion trends. If our designs and products do not continue to be fashionable, our business could be adversely affected. Our business and the success of our products could be harmed if we are unable to maintain our brand image. We face intense competition, including competition from companies with significantly greater resources than ours, and if we are unable to compete effectively with these companies, our market share may decline and our business could be harmed. Increases in the price of raw materials or their reduced availability could increase our cost of goods and decrease our profitability. We may be unable to sustain our past growth or manage our future growth, which may have a material adverse effect on our future operating results. Our business could be harmed if we fail to maintain proper inventory levels. Increasing the number of branded company-operated stores will require us to develop new capabilities and increase our expenditures. We must successfully maintain and/or upgrade our information technology systems. We rely on contract manufacturing of our products. Our inability to secure production sources meeting our quality, cost, working conditions and other requirements, or failures by our contractors to perform, could harm our sales, service levels and reputation. Our success depends on the continued protection of our trademark and other proprietary intellectual property rights. Our business could suffer from the financial instability of our customers. A significant disruption at our distribution center could have a material adverse impact on our business and operating results. The loss of our Chief Executive Officer or other key management personnel would have an adverse impact on our future development and could impair our ability to succeed. Our licensees may not comply with our product quality, manufacturing standards, marketing and other requirements. Violation of labor laws and practices by our licensees or suppliers could harm our business Our quarterly sales and operating results fluctuate as a result of a variety of factors, including seasonal fluctuations in demand for premium Knit apparel and related categories, and accessories, delivery date delays, recognition of stock-based compensation and potential fluctuations in our annualized tax rate, which may result in volatility of our stock price. RISKS RELATED TO OUR COMMON STOCK Holders of our Common Stock may suffer significant dilution in the future. There is a limited trading market for our securities and there can be no assurance that such a market will develop in the future. We do not have significant financial reporting experience, which may lead to delays in filing required reports with the Securities and Exchange Commission and suspension of quotation of our securities on the OTCBB or a national exchange, which will make it more difficult for you to sell your securities. There are no automated systems for negotiating trades on the OTCBB and it is possible for the price of a stock to go up or down significantly during a lapse of time between placing a market order and its execution, which may affect your trades in our securities. Our stock may be considered a penny stock if it trades below $5.00 per share. This can adversely affect its liquidity. We do not anticipate payment of dividends, and investors will be wholly dependent upon the market for the Common Stock to realize economic benefit from their investment. Any adverse effect on the market price of our Common Stock could make it difficult for us to raise additional capital through sales of equity securities at a time and at a price that we deem appropriate. The market price of our Common Stock may fluctuate significantly in the future. RISKS RELATED TO OUR COMPANY Provisions of our Articles of Incorporation and Bylaws may delay or prevent a take-over that may not be in the best interests of our stockholders. Our management and principal shareholders have the ability to significantly influence or control matters requiring a shareholder vote and other shareholders may not have the ability to influence corporate transactions. Each prospective purchaser is encouraged to carefully analyze the risks and merits of an investment in our Common Stock and should take into consideration when making such analysis, among others, the Risk Factors discussed above.

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1418730--3/17/2010--Industry_Concept_Holdings_Inc