| Kansas                                                         | 48-0201080                           |
|----------------------------------------------------------------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
|                                                           |                                 |
| 401 Cottage StreetAbilene, Kansas                              |  67410-2832                     |
| (Address of principal executive offices)                       | (Zip Code)                           |

| Large accelerated filer [ ]              | Accelerated filer [ ]         |
|-----------------------------------------------|------------------------------------|
|                                          |                               |
| Non-accelerated filer [ ]                | Smaller reporting company [x] |
| (Do not check if a smaller reporting company) |                               |

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| TABLE OF CONTENTS |
|-------------------|
|              |   |   |   |
| PART I            | FINANCIAL INFORMATION |   |
|              | Item 1. | Financial Statements | 3 |
|              | Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 9 |
|              | Item 3. | Controls and Procedures | 14 |
|              |   |   |   |
| PART II           | OTHER INFORMATION |   |
|              | Item 1. | Legal Proceedings | 14 |
|              | Item 1A. | Risk Factors | 14 |
|              | Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 14 |
|              | Item 3. | Defaults Upon Senior Securities | 14 |
|              | Item 4. | Reserved | 14 |
|              | Item 5. | Other Information | 14 |
|              | Item 6. | Exhibits | 16 |
|              |   |   |   |
| Signature         |   |   | 18 |

----

|                                                                                                                                      |   | May 1,2011  |    |   | January 30,2011 |   |
|-------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|---------|--------|----------------------|--------|
|                                                                                                                                      |   | (Unaudited) |    |   |                 |   |
| Assets                                                                                                                                    |   |        |    |   |                 |   |
| Current assets:                                                                                                                           |   |        |    |   |                 |   |
| Cash and cash equivalents                                                                                                                 |   | $           | 5,720   |   |                 | $      | 4,189 |   |
| Receivables                                                                                                                               |   |        | 7,011   |   |                 |   | 6,847 |   |
| Prepaid income taxes                                                                                                                      |   |        | 131     |   |                 |   | 168 |   |
| Inventories                                                                                                                               |   |        | 160,873 |   |                 |   | 151,079 |   |
| Prepaid expenses                                                                                                                          |   |        | 3,133   |   |                 |   | 3,720 |   |
| Deferred income taxes                                                                                                                     |   |        | 3,662   |   |                 |   | 2,563 |   |
| Property held for sale                                                                                                                    |   |        | 884     |   |                 |   | 884 |   |
| Total current assets                                                                                                                      |   |        | 181,414 |   |                 |   | 169,450 |   |
|                                                                                                                                      |   |        |    |   |                 |   |   |   |
| Property and equipment, at cost:                                                                                                          |   |        |    |   |                 |   |   |   |
| Land and land improvements                                                                                                                |   |        | 1,496   |   |                 |   | 1,496 |   |
| Buildings and building improvements                                                                                                       |   |        | 11,840  |   |                 |   | 11,828 |   |
| Furniture, fixtures and equipment                                                                                                         |   |        | 69,555  |   |                 |   | 69,924 |   |
| Transportation equipment                                                                                                                  |   |        | 1,330   |   |                 |   | 1,305 |   |
| Leasehold improvements                                                                                                                    |   |        | 16,545  |   |                 |   | 16,449 |   |
| Construction work in progress                                                                                                             |   |        | 552     |   |                 |   | 350 |   |
| Total property and equipment                                                                                                              |   |        | 101,318 |   |                 |   | 101,352 |   |
| Less accumulated depreciation and amortization                                                                                            |   |        | 74,259  |   |                 |   | 72,788 |   |
| Net property and equipment                                                                                                                |   |        | 27,059  |   |                 |   | 28,564 |   |
|                                                                                                                                      |   |        |    |   |                 |   |   |   |
| Property under capital leases                                                                                                             |   |        | 22,254  |   |                 |   | 22,254 |   |
| Less accumulated amortization                                                                                                             |   |        | 10,918  |   |                 |   | 10,727 |   |
| Net property under capital leases                                                                                                         |   |        | 11,336  |   |                 |   | 11,527 |   |
|                                                                                                                                      |   |        |    |   |                 |   |   |   |
| Deferred income taxes — non-current                                                                                                 |   |        | 2,201   |   |                 |   | 2,180 |   |
| Other non-current assets                                                                                                                  |   |        | 983     |   |                 |   | 990 |   |
| Total assets                                                                                                                              |   | $           | 222,993 |   |                 | $      | 212,711 |   |
|                                                                                                                                      |   |        |    |   |                 |   |   |   |
| Liabilities and Stockholders’ Equity                                                                                                |   |        |    |   |                 |   |   |   |
| Current liabilities:                                                                                                                      |   |        |    |   |                 |   |   |   |
| Current maturities of long-term debt                                                                                                      |   | $           | 1,036   |   |                 | $      | 1,414 |   |
| Current maturities of capital lease obligations                                                                                           |   |        | 602     |   |                 |   | 703 |   |
| Accounts payable                                                                                                                          |   |        | 33,020  |   |                 |   | 25,969 |   |
| Accrued salaries and commissions                                                                                                          |   |        | 4,382   |   |                 |   | 4,133 |   |
| Accrued taxes other than income                                                                                                           |   |        | 4,599   |   |                 |   | 4,822 |   |
| Self-insurance claim reserves                                                                                                             |   |        | 4,135   |   |                 |   | 4,139 |   |
| Other current liabilities                                                                                                                 |   |        | 3,907   |   |                 |   | 4,607 |   |
| Total current liabilities                                                                                                                 |   |        | 51,681  |   |                 |   | 45,787 |   |
|                                                                                                                                      |   |        |    |   |                 |   |   |   |
| Notes payable under revolving loan                                                                                                        |   |        | 51,655  |   |                 |   | 45,282 |   |
| Capital lease obligations - less current maturities                                                                                       |   |        | 11,522  |   |                 |   | 11,673 |   |
| Deferred gain on leases                                                                                                                   |   |        | 3,729   |   |                 |   | 3,826 |   |
| Other non-current liabilities                                                                                                             |   |        | 1,883   |   |                 |   | 1,850 |   |
| Total liabilities                                                                                                                         |   |        | 120,470 |   |                 |   | 108,418 |   |
|                                                                                                                                      |   |        |    |   |                 |   |   |   |
| Stockholders’ equity:                                                                                                               |   |        |    |   |                 |   |   |   |
| Common stock, $.0001 par value, authorized 20,000,000 shares; issued and outstanding 3,841,895 shares at May 1, 2011 and January 30, 2011 |   |        | 1       |   |                 |   | 1 |   |
| Additional paid-in capital                                                                                                                |   |        | 40,093  |   |                 |   | 40,003 |   |
| Retained earnings                                                                                                                         |   |        | 62,429  |   |                 |   | 64,289 |   |
| Total stockholders’ equity                                                                                                          |   |        | 102,523 |   |                 |   | 104,293 |   |
| Total liabilities and stockholders’ equity                                                                                          |   | $           | 222,993 |   |                 | $      | 212,711 |   |

----

|                                                                                                               |   | Thirteen Week Periods Ended |    |
|--------------------------------------------------------------------------------------------------------------------|--------|-----------------------------|---------|
|                                                                                                               |   | May 1,2011                  |    |   | May 2,2010* |   |
| Net sales                                                                                                          |   | $                           | 114,559 |   |   | $ | 108,479 |   |
| Cost of sales                                                                                                      |   |                        | 81,374  |   |   |   | 75,261 |   |
|                                                                                                               |   |                        |    |   |   |   |   |   |
| Gross margin                                                                                                       |   |                        | 33,185  |   |   |   | 33,218 |   |
|                                                                                                               |   |                        |    |   |   |   |   |   |
| Selling, general and administrative                                                                                |   |                        | 32,983  |   |   |   | 33,376 |   |
| Depreciation and amortization expenses                                                                             |   |                        | 2,189   |   |   |   | 2,474 |   |
|                                                                                                               |   |                        |    |   |   |   |   |   |
| Total operating expenses                                                                                           |   |                        | 35,172  |   |   |   | 35,850 |   |
|                                                                                                               |   |                        |    |   |   |   |   |   |
| Operating loss from continuing operations                                                                          |   |                        | (1,987  | ) |   |   | (2,632 | )  |
|                                                                                                               |   |                        |    |   |   |   |   |   |
| Interest expense                                                                                                   |   |                        | 1,069   |   |   |   | 674 |   |
|                                                                                                               |   |                        |    |   |   |   |   |   |
| Loss from continuing operations before income taxes                                                                |   |                        | (3,056  | ) |   |   | (3,306 | )  |
|                                                                                                               |   |                        |    |   |   |   |   |   |
| Income tax benefit                                                                                                 |   |                        | (1,136  | ) |   |   | (1,072 | )  |
|                                                                                                               |   |                        |    |   |   |   |   |   |
| Loss from continuing operations                                                                                    |   |                        | (1,920  | ) |   |   | (2,234 | )  |
|                                                                                                               |   |                        |    |   |   |   |   |   |
| Earnings (loss) from discontinued operations, net of income tax expense (benefit) of $36 in 2012 and ($25) in 2011 |   |                        | 60      |   |   |   | (41 | )  |
| Net loss                                                                                                           |   | $                           | (1,860  | ) |   | $ | (2,275 | ) |
|                                                                                                               |   |                        |    |   |   |   |   |   |
| Earnings (loss) per share                                                                                          |   |                        |    |   |   |   |   |   |
| Basic                                                                                                              |   |                        |    |   |   |   |   |   |
| Continuing operations                                                                                              |   | $                           | (0.50   | ) |   | $ | (0.59 | ) |
| Discontinued operations                                                                                            |   |                        | 0.02    |   |   |   | (0.01 | )  |
|                                                                                                               |   |                        |    |   |   |   |   |   |
| Net loss per share                                                                                                 |   | $                           | (0.48   | ) |   | $ | (0.60 | ) |
|                                                                                                               |   |                        |    |   |   |   |   |   |
| Earnings (loss) per share                                                                                          |   |                        |    |   |   |   |   |   |
| Diluted                                                                                                            |   |                        |    |   |   |   |   |   |
| Continuing operations                                                                                              |   | $                           | (0.50   | ) |   | $ | (0.59 | ) |
| Discontinued operations                                                                                            |   |                        | 0.02    |   |   |   | (0.01 | )  |
|                                                                                                               |   |                        |    |   |   |   |   |   |
| Net loss per share                                                                                                 |   | $                           | (0.48   | ) |   | $ | (0.60 | ) |

----

|                                                                                      |   | Thirteen Week Periods Ended |    |
|-------------------------------------------------------------------------------------------|--------|-----------------------------|---------|
|                                                                                      |   | May 1,2011                  |    | May 2,2010* |   |
|                                                                                      |   |                        |    |   |   |
| Cash flows from operating activities:                                                     |   |                        |    |   |   |
| Net loss                                                                                  |   | $                           | (1,860  | ) | $ | (2,275 | )  |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |   |                        |    |   |   |
|                                                                                      |   |                        |    |   |   |
| Depreciation and amortization                                                             |   | 2,189                       |    | 2,482 |   |
| Gain on sale of assets                                                                    |   | (23                         | )  | (8 | ) |
| Share-based compensation                                                                  |   | 100                         |    | 81 |   |
| Tax impact of stock options exercised (expired)                                           |   | (9                          | )       | 13 |   |
| Deferred income tax expense, net                                                          |   | (1,119                      | )       | 10 |   |
| Changes in:                                                                               |   |                        |    |   |   |
| Receivables                                                                               |   | (22                         | )  | 1,585 |   |
| Prepaid expenses                                                                          |   | 587                         |    | 598 |   |
| Inventories                                                                               |   | (9,794                      | )       | 2,829 |   |
| Prepaid income taxes                                                                      |   | 38                          |    | (1,011 | )  |
| Accounts payable                                                                          |   | 7,050                       |    | 3,376 |   |
| Accrued salaries and commissions                                                          |   | 249                         |    | 713 |   |
| Accrued taxes other than income                                                           |   | (223                        | )       | 183 |   |
| Self-insured claims reserves                                                              |   | (4                          | )       | (155 | ) |
| Other assets and liabilities                                                              |   | (758                        | )       | (1,821 | ) |
| Net cash provided by (used in) operating activities                                       |   | (3,599                      | )       | 6,600 |   |
|                                                                                      |   |                        |    |   |   |
| Cash flows from investing activities:                                                     |   |                        |    |   |   |
| Proceeds from the sale of assets                                                          |   | 28                          |    | 487 |   |
| Acquisition of property and equipment                                                     |   | (641                        | )       | (1,944 | ) |
| Net cash used in investing activities                                                     |   | (613                        | )       | (1,457 | ) |
|                                                                                      |   |                        |    |   |   |
| Cash flows from financing activities:                                                     |   |                        |    |   |   |
| Net borrowings (pay downs) under revolving loan credit agreement                          |   | 6,373                       |    | (3,229 | ) |
| Proceeds from exercise of outstanding stock options                                       |   | —                     |    | 265 |   |
| Refinancing costs on revolving loan and term loan fees                                    |   | —                     |    | (1,300 | )  |
| Pay downs under term loan                                                                 |   | (378                        | )       | (354 | ) |
| Principal payments under capital lease obligations                                        |   | (252                        | )       | (503 | ) |
| Net cash provided by (used in) financing activities                                       |   | 5,743                       |    | (5,121 | ) |
|                                                                                      |   |                        |    |   |   |
| Net increase in cash and cash equivalents                                                 |   | 1,531                       |    | 22 |   |
| Cash and cash equivalents at beginning of year                                            |   | 4,189                       |    | 5,164 |   |
|                                                                                      |   |                        |    |   |   |
| Cash and cash equivalents at end of quarter                                               |   | $                           | 5,720   |   | $ | 5,186 |   |

----

|                                         |   | Fiscal 2011 Ended |    |   | Thirteen Week Periods Ended |   |
|----------------------------------------------|--------|-------------------|---------|--------|-----------------------------|--------|
|                                         |   | January 30, 2011  |    |   | May 1, 2011                 |   |   | May 2, 2010 |   |
| Stock options granted                   |   |              | 145,000 |   |                        |   | — |   |   |   | 100,000 |   |
|                                         |   |              |    |   |                        |   |   |   |   |   |   |   |
| Weighted average exercise price              |   | $                 | 13.91   |   |                        |   | — |   |   |   | 9.37 |   |
|                                         |   |              |    |   |                        |   |   |   |   |   |   |   |
| Weighted average grant date fair value  |   | $                 | 6.12    |   |                        |   | — |   |   |   | 6.36 |   |

|                                                                                        |   | Fiscal 2011 Ended |   |    | Thirteen Week Periods Ended |   |
|---------------------------------------------------------------------------------------------|--------|-------------------|--------|---------|-----------------------------|--------|
|                                                                                        |   | January 30, 2011  |   |    | May 1, 2011                 |   |   | May 2, 2010 |   |
| Expected price volatility                                                                   |   |              | 52.01  | %  |                        |   | N/A |   |   |   | 51.12 | %  |
|                                                                                        |   |              |   |    |                        |   |   |   |   |   |   |   |
| Risk-free interest rate                                                                     |   |              | 1.27   | %  |                        |   | N/A |   |   |   | 1.50 | % |
|                                                                                        |   |              |   |    |                        |   |   |   |   |   |   |   |
| Weighted average expected lives in years                                               |   |              | 4.6    |    |                        |   | N/A |   |   |   | 4.8 |   |
|                                                                                        |   |              |   |    |                        |   |   |   |   |   |   |   |
| Dividend yield                                                                              |   |              | 0.00   | %       |                        |   | N/A |   |   |   | 0.00 | % |
|                                                                                        |   |              |   |    |                        |   |   |   |   |   |   |   |
| N/A – No stock options were issued during the thirteen week period ended May 1, 2011. |   |

|    |   | Thirteen Week Periods Ended |      |
|---------|--------|-----------------------------|-----------|
|    |   | May 1, 2011                 |      |   | May 2, 2010 |   |
| Basic   |   |                        | 3,841,895 |   |   |   | 3,811,153 |   |
|    |   |                        |      |   |   |   |   |   |
| Diluted |   |                        | 3,841,895 |   |   |   | 3,811,153 |   |

| ·   | the Company’s ability to hire, train, and retain qualified personnel  |
|--------------------|----------------------------------------------------------------------------------|

| ·   | the availability of adequate capital resources for us to purchase inventory, equipment, and fixtures and make other capital expenditures necessary for store expansion  |
|--------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | the ability of our landlords and developers to find appropriate financing in the current credit market to develop property to be leased by the Company  |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | Net sales from continuing operations increased $6.1 million, or 5.6%, to $114.6 million compared to $108.5 million for the first quarter of fiscal 2011.  |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | Gross margin percentage decreased to 29.0% of sales compared to 30.6% in the first quarter of fiscal 2011. |
|--------------------|------------------------------------------------------------------------------------------------------------|

| ·   | Net loss per share was $0.48 compared to a net loss of $0.60 per share in the first quarter of fiscal 2011.   |
|--------------------|-------------------------------------------------------------------------------------------------------------------------|

| ·   | Earnings from continuing operations before interest, taxes, depreciation and amortization, share-based compensation, pre-opening costs, and executive severance (“Adjusted EBITDA”) was $0.4 million compared to ($0.1) million in the first quarter of fiscal 2011. |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|                                                              |   | Thirteen Week Periods Ended |    |
|-------------------------------------------------------------------|--------|----------------------------------|---------|
|  (dollars in thousands, except square footage ratios)   |   | May 1,2011                       |    |   | May 2,2010 |   |
| SG&A Expenses Breakout                                        |   |                             |    |   |   |   |
| Store support center (1)                                          |   | $                                | 5,363   |   |   | $ | 5,830 |   |
| Distribution center                                               |   |                             | 1,915   |   |   |   | 2,175 |   |
| 401K expense                                                      |   |                             | — |   |   |   | 24 |   |
| Same-store SG&A                                               |   |                             | 24,951  |   |   |   | 25,092 |   |
| Non same-store SG&A (2)                                       |   |                             | 654     |   |   |   | 174 |   |
| Share-based compensation                                          |   |                             | 100     |   |   |   | 81 |   |
| SG&A as reported                                              |   |                             | 32,983  |   |   |   | 33,376 |   |
| Less:                                                             |   |                             |    |   |   |   |   |   |
| Share-based compensation                                          |   |                             | (100    | ) |   |   | (81 | ) |
| Preopening store costs (2)                                        |   |                             | — |   |   |   | (199 | ) |
| Executive and staff severance (1)                                 |   |                             | (48     | ) |   |   | — |   |
| Adjusted SG&A                                                 |   | $                                | 32,835  |   |   | $ | 33,096 |   |
|                                                              |   |                             |    |   |   |   |   |   |
| Adjusted SG&A % of sales                                      |   |                             | 28.7    | % |   |   | 30.5 | % |
|                                                              |   |                             |    |   |   |   |   |   |
| Sales per average selling square foot (3)                         |   | $                                | 26.01   |   |   | $ | 25.31 |   |
|                                                              |   |                             |    |   |   |   |   |   |
| Adjusted Gross Margin dollars per average selling square foot (3) |   | $                                | 7.54    |   |   | $ | 7.75 |   |
|                                                              |   |                             |    |   |   |   |   |   |
| Adjusted SG&A per average selling square foot (3)             |   | $                                | 7.47    |   |   | $ | 7.72 |   |
|                                                              |   |                             |    |   |   |   |   |   |
| Adjusted EBITDA per average selling square foot (3)(4)            |   | $                                | 0.08    |   |   | $ | (0.02 | ) |
|                                                              |   |                             |    |   |   |   |   |   |
| Average inventory per average selling square foot (3)(5)(6)       |   | $                                | 31.03   |   |   | $ | 26.71 |   |
|                                                              |   |                             |    |   |   |   |   |   |
| Average selling square feet (3)                                   |   |                             | 4,404   |   |   |   | 4,286 |   |
|                                                              |   |                             |    |   |   |   |   |   |
| Total stores operating beginning of period                        |   |                             | 214     |   |   |   | 258 |   |
| Total stores operating end of period                              |   |                             | 214     |   |   |   | 255 |   |
| Total stores less than twelve months old                          |   |                             | 5       |   |   |   | 2 |   |
| Total non same-stores                                             |   |                             | 5       |   |   |   | 2 |   |
|                                                              |   |                             |    |   |   |   |   |   |
| Supplemental Data:                                                |   |                             |    |   |   |   |   |   |
| Same-store adjusted gross margin dollar change                    |   |                             | 0.8     | % |   |   | (2.1 | )% |
| Same-store SG&A dollar change                                 |   |                             | (0.6    | ) % |   |   | (0.9 | )% |
| Same-store total customer count change                            |   |                             | (3.4    | ) % |   |   | (3.0 | )% |
| Same-store average sale per ticket change                         |   |                             | 6.8     | % |   |   | 0.7 | % |

|   | (1)   Store support center includes severance for first quarter fiscal 2012. |
|--------|---------------------------------------------------------------------------------------------|

| (2) | Non same-stores are those stores which have not reached their fourteenth period of operation |
|-----|----------------------------------------------------------------------------------------------|

|   | (3)   Average selling square feet is calculated as beginning square feet plus ending square feet divided by 2 |
|--------|------------------------------------------------------------------------------------------------------------------------------|

|   | (4)   Adjusted EBITDA per average selling square foot is calculated as Adjusted EBITDA divided by average selling square feet |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------|

|   | (5)   Average store level merchandise inventory is calculated as beginning inventory plus ending inventory divided by 2 |
|--------|----------------------------------------------------------------------------------------------------------------------------------------|

|   | (6)   Excludes inventory for unopened stores |
|--------|-------------------------------------------------------------|

----

|                                               |   | 52 Weeks    |   |    | Thirteen Week Periods Ended |   |    | Trailing TwelvePeriods Ended |   |
|----------------------------------------------------|--------|------------------|--------|---------|---------------------------------------|--------|---------|----------------------------------------|--------|
| (dollars in thousands)                        |   | Fiscal 2011 |   |    | May 1,2011                            |   |    | May 2,2010                             |   |   | May 1,2011 |   |
| Net earnings (loss) from continuing operations (1) |   | $                | (3,594 | )       |                                  |   | (1,920  | )                                      |   |   | (2,234 | )  |   |   | (3,280 | ) |
| Plus:                                              |   |             |   |    |                                  |   |    |                                   |   |   |   |   |   |   |   |   |
| Interest                                           |   |             | 3,502  |    |                                  |   | 1,069   |                                   |   |   | 674 |   |   |   | 3,897 |   |
| Tax benefit (1)                                    |   |             | (2,446 | )  |                                  |   | (1,136  | )                                      |   |   | (1,072 | )  |   |   | (2,510 | ) |
| Depreciation and amortization (1)                  |   |             | 10,014 |    |                                  |   | 2,189   |                                   |   |   | 2,474 |   |   |   | 9,729 |   |
| Share-based compensation                           |   |             | 316    |    |                                  |   | 100     |                                   |   |   | 81 |   |   |   | 335 |   |
| Preopening store costs (2)                         |   |             | 543    |    |                                  |   | — |                                   |   |   | 199 |   |   |   | 344 |   |
| Executive and staff severance                      |   |             | 540    |    |                                  |   | 48      |                                   |   |   | — |   |   |   | 588 |   |
| Store reset costs                                  |   |             | 895    |    |                                  |   | — |                                   |   |   | — |   |   |   | 895 |   |
| AWG transition costs                               |   |             | 210    |    |                                  |   | — |                                   |   |   | — |   |   |   | 210 |   |
| =Adjusted EBITDA (1) (3)(4)                        |   |             | 9,980  |    |                                  |   | 350     |                                   |   |   | 122 |   |   |   | 10,208 |   |
|                                               |   |             |   |    |                                  |   |    |                                   |   |   |   |   |   |   |   |   |
| Cash                                               |   |             | 4,189  |    |                                  |   | 5,720   |                                   |   |   | 5,186 |   |   |   | 5,720 |   |
| Debt                                               |   |             | 59,072 |    |                                  |   | 64,815  |                                   |   |   | 35,606 |   |   |   | 64,815 |   |
| Debt, net of cash                                  |   | $                | 54,883 |    |                                  |   | 59,095  |                                   |   |   | 30,420 |   |   |   | 59,095 |   |

|   | (1)   These amounts may not agree with 10-Qs of previous quarters due to subsequent store closures. These closed stores are now included in discontinued operations. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (2)   These costs are not consistent quarter to quarter as the Company does not open the same number of stores in each quarter of each fiscal year.  These costs are directly associated with the number of stores that have been or will be opened and are incurred prior to the grand opening of each store. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (3)   For the trailing twelve periods ended May 1, 2011 the average open weeks for the Company’s five non same-stores was 39 weeks. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (4)   During fiscal year 2011, the Company made changes in its executive management team and warehouse operations.  For the trailing twelve periods ended May 1, 2011, these initiatives resulted in approximately $1.6 million reduced SG&A expenses when compared to the same prior year trailing twelve periods.  The initiatives include, but are not limited to, executive and staff reduction. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|                            |   | Thirteen Week Periods Ended |   |
|---------------------------------|--------|-----------------------------|--------|
|                            |   | May 1,2011                  |   |   | May 2,2010 |   |
| Merchandise Category:           |   |                        |   |   |   |   |
| Consumables and commodities     |   |                        | 38     | % |   |   | 37 | % |
| Hardlines                       |   |                        | 32     | % |   |   | 32 | % |
| Apparel and accessories         |   |                        | 16     | % |   |   | 16 | % |
| Home furnishings and décor |   |                        | 14     | % |   |   | 15 | % |
| Total                           |   |                        | 100    | % |   |   | 100 | % |

| Period                 | Total Number ofShares (or Units)Purchased |   | Average Price PaidPer Share (or Unit) |   | Total Number ofShares (or Units)Purchased as PartOf Publicly AnnouncedPlans or Programs | Maximum Number(or Approximate DollarValue) of Shares (orUnits) that May YetBe Purchased UnderThe Plans or Programs |
|------------------------|---------------------------------------------------------------|--------|----------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| As of January 30, 2011 | 25,534                                                        |   | 15.16                                                          |   | 25,534                                                                                                                                    | 174,466                                                                                                                                                                             |
|                   | —                                                       |   | —                                                        |   | —                                                                                                                                   |                                                                                                                                                                                     |
| First quarter:         |                                                          |   |                                                           |   |                                                                                                                                      |                                                                                                                                                                                     |
| Month 1                | —                                                       |   | —                                                        |   | —                                                                                                                                   |                                                                                                                                                                                     |
| Month 2                | —                                                       |   | —                                                        |   | —                                                                                                                                   |                                                                                                                                                                                     |
| Month 3                | —                                                       |   | —                                                        |   | —                                                                                                                                   |                                                                                                                                                                                     |
|                   | —                                                       |   |                                                           |   | —                                                                                                                                   |                                                                                                                                                                                     |
|                   |                                                          |   |                                                           |   |                                                                                                                                      |                                                                                                                                                                                     |
| As of May 1, 2011      | 25,534                                                        |   | $                                                              | 15.16  |                                                                                                                                      | 25,534                                                                                                                                                                                   | 174,466 |

----

----

| Number |   | Description                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 3.1    |   | Articles of Incorporation of Duckwall-ALCO Stores, Inc., amended as of June 13, 1994 and restated solely for filing with the Securities and Exchange Commission (filed as Exhibit 3.1 to Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 1, 2004 and incorporated herein by reference).                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 3.2    |   | Bylaws of Duckwall-ALCO Stores, Inc. (filed as Exhibit 3.2 to Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 1, 2004 and incorporated herein by reference).                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 3.3    |   | Amendment to Bylaws of Duckwall-ALCO Stores, Inc. is incorporated herein by reference to Exhibit 3.3 to the Current Report on Form 8-K of the Company dated April 20, 2010.                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.1    |   | Specimen of Duckwall-ALCO Stores, Inc. Common Stock Certificate (filed as Exhibit 4.1 to Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 3, 2008 and incorporated herein by reference).                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.2    |   | Reference is made to the Amended and Restated Articles of Incorporation described under 3.1 above, Bylaws described under 3.2 above, and Amendment to Bylaws under 3.3 above.                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.1   |   | Employment Agreement dated January 5, 2006 between the Company and Tom L. Canfield, Jr. is incorporated by reference as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2010.                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.2   |   | Addendum to Employment Agreement dated December 31, 2008 between the Company and Tom L. Canfield, Jr. is incorporated by reference as Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2010.                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.3   |   | Stock Option Agreement between the Company and Tom Canfield, Jr. dated September 16, 2009 is incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K of the Company dated September 24, 2009.                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.4   |   | Employment Agreement dated August 25, 2008 between the Company and Edmond C. Beaith is incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of the Company dated August 25, 2008.                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.5   |   | Stock Option Agreement dated March 13, 2009 between the Company and Edmond C. Beaith is incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of the Company dated March 20, 2009.                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.6   |   | Employment Agreement dated December 11, 2009 between the Company and James M. Spencer is incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K of the Company dated December 17, 2009.                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.7   |   | Addendum to Employment Agreement effective as of May 31, 2009 between the Company and Mr. Zigerelli is incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K of the Company dated June 3, 2009.                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.8   |   | Addendum to Employment Agreement effective as of May 31, 2009 between the Company and Ms. Gilmartin is incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K of the Company dated June 3, 2009.                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.9   |   | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements is incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K of the Company dated January 12, 2010. On December 31, 2009, Royce Winsten, the Chairman of the Board of Directors of the Company, was awarded a special bonus for the amount of $50,000. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.10  |   | Separation Release, dated as of February 1, 2010, between the Company and James M. Spencer, is incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K of the Company dated February 1, 2010.                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.11  |   | Loan and Security Agreement, dated as of February 10, 2010, between the Company and Bank of America, N.A., and Wells Fargo Retail Finance, LLC incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 2, 2010.                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.12  |   | Employment Agreement dated February 11, 2010 between the Company and Richard E. Wilson is incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K of the Company dated February 25, 2010.                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.13  |   | Stock Option Agreement dated February 11, 2010 between the Company and Richard E. Wilson is incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K of the Company dated February 25, 2010.                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.14  |   | Resignation of Director. On March 2, 2010 James V. Worth resigned from the Board of Directors is incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K of the Company dated March 2, 2010.                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.15  |   | Separation Agreement and Release, dated as of March 17, 2010, between the Company and Lawrence J. Zigerelli, is incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K of the Company dated March 16, 2010.                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.16  |   | Employment Agreement dated September 20, 2010 between the Company and Wayne S. Peterson is incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company dated September 22, 2010.                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.17  |   | Stock Option Agreement dated September 20, 2010 between the Company and Wayne S. Peterson is incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K of the Company dated September 22, 2010.                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.18  |   | Resignation of Director. On December 27, 2010 Raymond A.D. French resigned from the Board of Directors and such resignation is incorporated by reference to Exhibit 10.18 to the current Report on Form 8-K of the Company dated December 30, 2010.                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.19  |   | Separation and Release Agreement dated May 13, 2010 between the Company and Jane F. Gilmartin is incorporated herein by reference to Exhibit 10.19 to the Current Report on Form 8-K of the Company dated May 19, 2010.                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.20  |   | Indemnification Agreements between the Company and Royce Winsten, Raymond A.D. French, Lolan C. Mackey and Dennis E. Logue all dated June 14, 2010 incorporated herein by reference to Exhibit 10.20 on Current Report Form 8-K filed by the Company on June 18, 2010.                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.21  |   | Resignation of Donny Johnson incorporated herein by reference to Exhibit 10.21 on Current Report Form 8-K of the Company dated July 15, 2010.                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.22  |   | Indemnification Agreement between the Company and Richard E. Wilson dated August 24, 2010 incorporated herein by reference to Exhibit 10.22 on Current Report Form 8-K of the Company dated August 27, 2010.                                                                                                                                                                                           |

| 10.23  |   | Indemnification Agreement between the Company and Terrence M. Babilla dated September 2, 2010 incorporated herein by reference to Exhibit 10.23 on Current Report Form 8-K of the Company dated September 9, 2010.                                                                                                                                                                    |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.24  |   | Stock Option Agreement between the Company and Terrence M. Babilla dated September 10, 2010 incorporated herein by reference to Exhibit 10.24 to Current Report Form 8-K of the Company dated September 16, 2010.                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                  |
| 31.1   |   | Certification of Chief Executive Officer of Duckwall-ALCO Stores, Inc. dated June 10, 2011, pursuant to Rule 13a-4(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003.                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                  |
| 31.2   |   | Certification of Chief Financial Officer of Duckwall-ALCO Stores, Inc. dated June 10, 2011, pursuant to Rule 13a-4(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003.                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                  |
| 32.1   |   | Certification of Chief Executive Officer of Duckwall-ALCO Stores, Inc, dated June 10, 2011, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, which is furnished with this Annual Report on Form 10-K for the year ended January 30, 2011 and is not treated as filed in reliance upon § 601(b)(32) of Regulations S-K.  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                  |
| 32.2   |   | Certification of Chief Financial Officer of Duckwall-ALCO Stores, Inc., dated June 10, 2011, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, which is furnished with this Annual Report on Form 10-K for the year ended January 30, 2011 and is not treated as filed in reliance upon § 601(b)(32) of Regulations S-K. |

----

| Signature and Title                             |   |   | Date          |
|-------------------------------------------------|--------|--------|---------------|
|                                            |   |   |          |
| /s/ Richard E. Wilson                           |   |   | June 10, 2011 |
| Richard E. Wilson                               |   |   |          |
| President and Chief Executive Officer           |   |   |          |
| (Principal Executive Officer)                   |   |   |          |
|                                            |   |   |          |
| /s/ Wayne S. Peterson                           |   |   | June 10, 2011 |
| Wayne S. Peterson                               |   |   |          |
| Senior Vice President - Chief Financial Officer |   |   |          |
| (Principal Financial and Accounting Officer)    |   |   |          |
|                                            |   |   |          |
| /s/ Terrence M. Babilla                         |   |   | June 10, 2011 |
| Terrence M. Babilla                             |   |   |          |
| Director                                        |   |   |          |
|                                            |   |   |          |
| /s/ Dennis E. Logue                             |   |   | June 10, 2011 |
| Dennis E. Logue                                 |   |   |          |
| Director                                        |   |   |          |
|                                            |   |   |          |
| /s/ Lolan C. Mackey                             |   |   | June 10, 2011 |
| Lolan C. Mackey                                 |   |   |          |
| Director                                        |   |   |          |
|                                            |   |   |          |
| /s/ Royce L. Winsten                            |   |   | June 10, 2011 |
| Royce L. Winsten                                |   |   |          |
| Director - Chairman of Board                    |   |   |          |

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