U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K 

(Mark One)

For the fiscal year ending December 31, 2025

For the transition period from______to______

Commission File Number 000-54457

FAST CASUAL CONCEPTS, INC.

(Exact name of registrant as specified in its charter)

141 Amsterdam Rd.
Grove City, PA 16127

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (727)-692-3348

Securities to be registered under Section 12(b) of the Act: None

Securities to be registered under Section 12(g) of the Exchange Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑ 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☑ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐ 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑ 

The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the registrant’s common stock of $1.18 per share on September 30, 2025, the last business day of the registrants most recent completed third quarter, and 11,114,754 shares held by non-affiliates was $13,115,410. 

As of December 31, 2025, the Registrant had 26,112,754 issued and outstanding shares of Common Stock.

TABLE OF CONTENTS

Part 1

Item 1. Business.

Forward-Looking and Cautionary Statements 

There are statements in this registration statement that are not historical facts. These “forward-looking statements” can be identified by the use of terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties beyond our control. To discuss these risks, you should read this entire registration statement carefully, especially the risks discussed under the “Risk Factors” section. Although management believes that the assumptions underlying the forward-looking statements included in this registration statement are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and additional information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results. Accordingly, no opinion is expressed on the achievability of those forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this registration statement will transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements.

Website Access to SEC Reports

Our website at www.gdslumina.com provides information about our company as well as copies of our reports filed with the SEC including annual and quarterly financial reports. To view the filings visit the website above and click on “Investors” to view SEC filings. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding public companies, including Fast Casual Concepts, Inc. Any reports filed with the SEC may also be obtained from the SEC’s Reference Room at 100F Street, NE, Washington, DC 20549.

ORGANIZATIONAL HISTORY

Fast Casual Concepts, Inc (“Fast Casual” or “the Company”) is a Wyoming corporation and was originally incorporated in Pennsylvania in March 2019. The Company filed articles of continuance with the Wyoming Secretary of State in April 2020. The Company originally operated a chain of Fast Casual Restaurants, Holy Cow Burgers and Ice Cream, Independent Taco and Third Eye Pies. The Company intended to franchise the restaurant chains. Recently the Company has changed focus and strategies to marketing. In November 2024 the Company announced a 1 for 4 reverse stock split of its common shares. The Company also announced an acquisition of CK Distribution a bloody mary mix Company that sells non alcoholic mixers to distributors. Through this process the Company has opened up new business opportunities in marketing, branding and advertising. CK Distribution has been divested to its original owners and during June 2025, Fast Casual Concepts, Inc. opened a marketing Company named GDS Lumina, Inc. (“GDS Lumina”) www.gdslumina.com. GDS Lumina is focused on marketing and will be the main focus moving forward for the Company.

Recognizing the strength of its marketing expertise developed through promoting its own restaurant brands and CK Distribution, the Company made a strategic pivot to focus exclusively on marketing services. The Company divested its restaurant operations in 2024 and has rebranding as a marketing Company in 2025. This transition was driven by market opportunities created and presented through the running of the business. The Company launched GDS Lumina to focus on marketing through a unique strategy of combining ready made products to clients and using relationships with many clients to obtain marketing and advertising revenues. The Company is working on implementing several integrated products that will combine with current marketing strategies such as email, Pay per click advertising, digital marketing, corporate branding and other marketing concepts. The Company is also exploring relationships with distributors of products that assist specific industries in their marketing efforts. The Company is currently under a non disclosure and cannot name the specific entity but it relates to the auto industry and will allow the Company to integrate multiple marketing products under one product that seamlessly offers multiple data points to intelligently market their current database of customers. The Company offers a comprehensive suite of marketing services tailored to the needs of fast-casual restaurants and related businesses, including:

Our work with implementing the integrated products is progressing as we develop and test internally our procedures. These products include intelligent marketing data analyzation and intelligent data storage. This allows our clients and partners to analyze data within their organization and store it properly for easy recall to client facing individuals. It allows businesses to more intelligently use valuable data as it is accessible to individuals in a more succinct and streamlined way. Our development of this is ongoing and integration into certain CRM programs and Dealer Management Programs will be tested throughout Q1 of 2026 and our target date to begin customer integration is in Quarter 2 of 2026. This integration into other Data Management Programs is also where we expect to explore additional relationships with distributors. Some of these distributors will be Software related and some of them will be sales organizations that we believe we can integrate our product with theirs as they sell. This will allow them to add additional revenue streams to their current products. Some of the target partnerships are with companies that operate a nationwide client base with thousands of customers. The Company believes we can integrate seamlessly into their product offerings.

Market and Competition

Fast Casual operates in the competitive marketing services industry, serving clients in many different sectors but with growing opportunities in the auto industries and within the fast casual restaurant industry we believe we can leverage our company experience and knowledge to assist in key areas.

The digital marketing space is highly competitive and fragmented, encompassing a mix of full-service agencies, specialized firms (e.g., in SEO, PPC, content, or AI-driven strategies), and larger holding companies. As of 2025, the global digital marketing market is projected to reach approximately USD $1.18 trillion by 2033, growing at a CAGR of 11.22% from 2025 onward, driven by AI integration, personalization, and data analytics. Competitors range from established giants like WebFX and SmartSites to innovative players leveraging AI tools for competitive intelligence and automation. Key players dominate through services like SEO, PPC, social media management, content marketing, email campaigns, and programmatic advertising. Below, the top competitors are categorized based on recent industry rankings and analyses from sources like Clutch.co, DesignRush, Semrush, and GoodFirms. These are selected for their proven track records, client results, and relevance in 2025 trends such as hyper-personalization, AI optimization, and full-funnel strategies.

2. Specialized Agencies (SEO, Content, AI-Focused) These excel in niche areas like SEO tools, content creation, or AI-powered marketing, often competing by offering targeted expertise amid 2025's rise in generative AI and voice search.

3. Global and Holding Company Affiliates and Larger networks or affiliates under holding companies provide scalable, international services, competing through resources and tech integration like AR/VR and predictive analytics.

Additional Insights

Business Opportunities

The Company intends to leverage a relationship built client base and use our relationships as a competitive advantage. We also intend to integrate data driven results through AI integration and data aggregation.

SWOT Analysis

Strengths

Weaknesses

Opportunities

Threats

Business Opportunities

As a company we intend to maximize our strengths using client relationships to secure long-term contracts and upsell AI enhanced services.

We intend to mitigate weaknesses by partnering with AI platforms and using some of the freely available open source AI frameworks to reduce implementation costs and more intelligently invest in staff training and expertise.

The Company will capitalize on opportunities to target small business owners in high growth sectors with tailored AI-driven campaigns that will assist smaller businesses in ways that they thought they could not afford.

The Company will address threats by diversifying our client base and attempting to reduce dependency on specific industries or customers. We will stay updated on privacy laws and data protection laws to ensure compliance and we will differentiate ourselves through niche expertise and superior client service to counter our competition.

Employees

We have one full time employee, our President, George Athanasiadis. The Board retains consultants and advisors on as needed basis.  They are compensated with cash and also with the issuance of the Company’s common stock.

Facilities

Our corporate offices are located in Florida and Pennsylvania. In Pennsylvania we occupy approximately 1,500 square feet. Our main operations will be spread across the United States and we intend to have advisors and contract service providers working from home offices or remote locations.

ITEM 1A.  RISK FACTORS

Any investment in our securities is highly speculative.  The Company's business and ownership of shares of our common stock are subject to numerous risks.  You should not purchase our shares if you cannot afford to lose your entire investment. You should consider the following risks before acquiring any of our shares.

We need additional capital.

We need additional financing to grow our operations. The amount required depends upon our business operations, and how quickly we grow. Varying based on growth strategies, it is estimated between $1,000,000 and $25,000,000 will have to be raised over the next 2 years. We may be unable to secure this additional required financing on a timely basis, under terms acceptable to us, or at all. To obtain additional financing, we will sell additional equity securities, which will further dilute shareholders' ownership in us. Ultimately, if we do not raise the required capital, we may experience delayed growth or need to cease operations.

We are dependent upon our key personnel.

We are highly dependent upon the services of George Athanasiadis, our CEO and President. If he terminated his services with us, our business would suffer.

There is only a limited trading market for our securities.

Our Common Stock is traded on the OTCIQ. The prices quoted may not reflect the price at which you can resell your shares. Because of the illiquid nature of our stock, we are subject to rules of the U.S. Securities and Exchange Commission that make it difficult for stockbrokers to solicit customers to purchase our stock. This reduces the number of potential buyers of our stock and may reduce the value of your shares. There can be no assurance that a trading market for our stock will continue or that you will ever be able to resell your shares at a profit, or at all.

Our management controls us.

Our current officers and directors own approximately 57.5% of our outstanding common stock and are able to affect the election of the members of our Board of Directors and make corporate decisions. George Athanasiadis, by his ownership of Class A Preferred Stock, has the right to vote 79% of our voting securities.  

It has been noted that our management controls the Company. The Preferred and common ownership allows the CEO to vote the Company.

The CEO owns all outstanding Preferred A Series stock. This represents 79% of the voting power of the Company. Along with the common shares that vote 11.8% of the voting power. This currently gives the CEO 90.8% of the voting power.

George Athanasiadis, our Chairman and Chief Executive Officer, currently beneficially owns (i) 10,000,000 shares of Class A Preferred Stock (representing 100% of the outstanding Class A Preferred Stock) and (ii) 14,998,000 shares of common stock (approximately 57.4% of the 26,124,754 outstanding shares of common stock). Each share of Class A Preferred Stock is entitled to ten (10) votes per share on all matters submitted to stockholders, while each share of common stock is entitled to one vote per share.

Mr. Athanasiadis currently controls approximately 90.8% of the aggregate voting power of the Company. Mr. Athanasiadis would retain majority voting control (greater than 50%) unless he disposes of more than approximately 88% of his current voting power (i.e., he could retain voting control while owning as little as approximately 12% of his current voting power, depending on future issuances).

Furthermore, our dual-class capital structure, combined with the supermajority voting rights attached to the Class A Preferred Stock, may discourage, delay, or prevent a merger, consolidation, takeover, or other business combination that stockholders may consider in their best interests.

In the future, any additional issuance of Class A Preferred Stock or other high-vote securities (whether to Mr. Athanasiadis or to third parties) would further dilute the voting power and economic interests of the holders of common stock while potentially entrenching or increasing the voting control of the preferred stockholders.

We have a going concern issue.

Fast Casual Concepts consolidated financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, Fast Casual has recently accumulated losses since its inception and has had negative cash flows from operations until 2025, which raise substantial doubt about its ability to continue as a going concern. Management's plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about the Company’s ability to continue as a going concern are as follows:

The ability to continue Fast Casual’s operations depends on its ability to generate and grow revenue and results of operations as well as our ability to access capital markets when necessary to accomplish strategic objectives. We expect to continue to incur losses for the immediate future and will need additional equity or debt financing until we can achieve profitability and positive cash flows from operating activities. Our future capital requirements for operations will depend on many factors, including the ability to generate revenues and obtain capital.

There can be no assurance that the Company be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan. The ability of Fast Casual to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

We are in a competitive market and will be competing with much larger companies.

We are in a very competitive market and will be competing with much larger companies that are possibly better funded than us.

We are highly dependent on retaining our customer base.

As we grow we will do so focusing on relationships of some of our customer base. If we were to lose these customers we would likely see a significant decline in our rate of growth.

Reporting requirements under the Exchange Act and compliance with the Sarbanes-Oxley Act of 2002, including establishing and maintaining acceptable internal controls over financial reporting, are costly and may increase substantially.

The rules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require that the Company engage in legal, accounting, auditing, and other professional services. The engagement of such services is costly, and we are likely to incur losses that may adversely affect our ability to continue as a going concern. Additionally, the Sarbanes-Oxley Act of 2002 requires, among other things, that we design, implement and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act may make it difficult for us to design, implement and maintain adequate internal controls over financial reporting. If we fail to maintain an effective system of internal controls or discover material weaknesses in our internal control. In that case, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial condition and result in a loss of the investor confidence and a decline in our share price.

We cannot assure you that our Common Stock will be listed on an exchange.

Our common stock is currently traded on the OTCIQ under the symbol FCCI. Our goal is to become a fully reporting company, and uplist to a larger exchange, if possible. However, we cannot assure you that we will be able to meet the initial listing standards of the stock exchanges or quotation medium we are hoping to uplist to, or that we will be able to maintain a listing of our Common Stock on any stock exchange. After the filing of this Form 10, we expect that our Common Stock would continue to be eligible to trade on the “OTCIQ,” where our stockholders may find it more difficult to trade shares in our Common Stock or obtain accurate quotations as to the market value of our Common Stock. In addition, we would be subject to an SEC rule that, if we failed to meet the criteria outlined in such rule, imposes various practice requirements on broker-dealers who sell securities governed by such rule to persons other than established customers and accredited investors. Consequently, such a rule may deter broker-dealers from recommending or trading shares in our Common Stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination.

Our Common Stock will likely be considered a “penny stock,” which may make it more difficult for investors to sell their shares due to suitability requirements.

Our common stock is currently deemed “penny stock,” as that term is defined under the Exchange Act. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that the exchange or system provides current price and volume information concerning transactions in such securities). Penny stock rules impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors.” The term “accredited investor” generally refers to institutions with assets over $5,000,000 or individuals with a net worth in excess of $1,000,000 or an annual income exceeding $200,000 or $300,000 jointly with their spouse.

The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. Moreover, brokers/dealers are required to determine whether an investment in a penny stock is suitable for a prospective investor. A broker/dealer must receive a written agreement to the transaction from the investor setting forth the identity and quantity of the penny stock to be purchased. These requirements may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or dispose of them. This could cause our stock price to decline.

We have never paid dividends on our Common Stock, and it is not guaranteed that we will in the future.

We have never paid dividends on our Common Stock, we have this option as valid to discuss on the management level and approve it. There are no assurances or guarantees that we will be able to pay dividends.

We are an “emerging growth company” under the JOBS Act of 2012. We cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). We may take advantage of certain exemptions from various reporting requirements that apply to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive, there may be a less active trading market for our common stock, and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of specific accounting standards until those standards would otherwise apply to private companies. We are taking advantage of the extended transition period to comply with new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in three years, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30.

Our status as an “emerging growth company” under the JOBS Act of 2012 may make it more challenging to raise capital as and when we need it.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors, and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we cannot raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

We have the right to issue shares of preferred stock. If we were to issue preferred stock, it is likely to have rights, preferences, and privileges that may adversely affect the common stock.

We have preferred stock currently issued and outstanding and do have the ability to issue more. The issuance of these shares could adversely affect the common stock already outstanding. The aforementioned preferred stock allows the holder to vote 10 times for each share owned. Currently George Athanasiadis owns 10,000,000 shares representing 100,000,000 votes. These shares hold special voting rights but are not convertible into common stock of the Company.

There are inherent risks associated with our limitation of our internal policies and procedures.

We are a smaller company and have not yet established committees to oversee our financial activities such as an audit committee or compensation committee. Because we are smaller there are risks associated with our current lack of oversight. We have retained a PCAOB auditor and we intend to create committees as soon as we can feasibly do so.

Technological disruption could render some of our marketing strategies archaic or obsolete

Rapid advancements in AI, automation and digital marketing tools can render more traditional marketing strategies obsolete or archaic. We intend to be on the cutting edge of the AI marketing integration but it is very fast moving.

Data Privacy and Security issues.

Handling consumer data for marketing campaigns could expose us to breaches or non compliance with some regulations like GDPR or CCPA and could lead to fines or reputational damage.

Item 1B. Unresolved Staff Comments

Not required for a smaller reporting Company.

Item 1C. Cybersecurity Risks

None

Item 2. Properties

Our corporate offices are located in Florida and Pennsylvania. In Pennsylvania we occupy approximately 1500 square feet. Our main operations will be spread across the United States and we intend to have advisors and contract service providers working from home offices or remote locations.

Item 3. Legal Proceedings

There are no pending material legal proceedings to which we are a party or to which any of our property is subject.

Item 4. Mine Safety Disclosures

Not Applicable

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is quoted on the OTCIQ market under the symbol “FCCI”. As of February 1, 2026, there were 131 registered stockholders of Fast Casual.

Repurchases

The Company did not purchase any shares under any stock repurchase programs in 2025 or 2024 and there is no allocation of funds set aside for future repurchases under any stock repurchase plans at the current time.

Dividends and Restrictions

Holders of common stock are entitled to dividends when, as, and if declared by the Board of Directors, out of funds legally available, therefore. We have never declared cash dividends on its common stock and our Board of Directors does not anticipate paying cash dividends in the foreseeable future as it intends to retain future earnings to finance the growth of our businesses. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.

Item 6. Reserved

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis (“MD&A”) should be read in conjunction with the consolidated financial statements and accompanying notes included in Item 8 of this Annual Report on Form 10-K (annual report), which include additional information about our accounting policies, practices, and the transactions underlying our financial results. The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires us to make estimates and assumptions that affect the reported amounts in our consolidated financial statements and the accompanying notes, including various claims and contingencies related to lawsuits, taxes, environmental and other matters arising during the normal course of business. We apply our best judgment, our knowledge of existing facts, circumstances, and actions that we may undertake in the future in determining the estimates that affect our consolidated financial statements. We evaluate our estimates on an ongoing basis using our historical experience, as well as other factors we believe appropriate under the circumstances, such as current economic conditions, and adjust or revise our estimates as circumstances change. As future events and their effects cannot be determined with precision, actual results may differ from these estimates. Our MD&A contains forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations, and financial condition. All forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected, or intended. We undertake no obligation to publicly update or revise any forward-looking statements to reflect actual results, changes in expectations, events or circumstances after the date of this Report is filed. Fast Casual Concepts, Inc. and its subsidiaries are referred to collectively as “Fast Casual” “the Company,” “we, “us” or “our” in the following discussion and analysis.

Going Concern

At December 31, 2025, we had $10,127 in assets, $164,946 in liabilities and a $2,047,198 accumulated deficit. Our current liquidity resources are not sufficient to fund anticipated level of operations for at least the next 12 months from the date these consolidated financial statements were issued. As a result, there is substantial doubt regarding the Company’ ability to continue as a going concern.

The ability to continue Fast Casual’s operations depends on its ability to generate and grow revenue and results of operations as well as our ability to access capital markets when necessary to accomplish strategic objectives. We expect to continue to incur losses for the immediate future and will need additional equity or debt financing until we can achieve profitability and positive cash flows from operating activities. Our future capital requirements for operations will depend on many factors, including the ability to generate revenues and obtain capital.

There is no assurance that we will ever be profitable or that debt or equity financing will be available to us. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern. There is no assurance we will be successful in any of these goals.

Results of Operations

For The Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

Revenues

We had $65,700 and $0 in revenues from digital marketing consulting during the year ended December 31, 2025 and 2024, respectively.

Operating Expenses

Operating expenses were $96,546 and $43,098 for the years ended December 31, 2025 and 2024, respectively. The $53,448, or approximately 124% increase in operating expenses is mainly a result of the $27,219 increase in contract labor and $33,156 increase in professional fees, partially offset by a $6,927 decrease in general and administrative expenses during the year ended December 31, 2025 compared to the prior year.

Loss from Operations

We had operating losses of $30,846 and $43,054 for the years ended December 31, 2025 and 2024, respectively. The $12,252 decrease in loss is mainly due to the $53,448 decrease in operating expenses, partially offset by a $65,700 increase in revenues during the year ended December 31, 2025 compared to the prior year.

Other Income and Expenses

We recognized total other income of $90,477 for the year ended December 31, 2025 compared to $119,884 for the year ended December 31, 2024. The $29,407 decrease is mainly due to a $124,685 decrease in gain on extinguishment of debt during the year ended December 31, 2025, partially offset by a $94,854 increase in gain on disposal of subsidiary and a $424 decrease in interest expense for the year ended December 31, 2025 compared to the prior year.

Net Income from Continuing Operations

Net income from continuing operations totaled $59,631 for the year ended December 31, 2025, compared to net income of $76,786 for the year ended December 31, 2024, a decrease of $17,155, or approximately 22%. The decrease in net income from continuing operations is mainly due to the $29,407 decrease in other income during the year ended December 31, 2025 compared to the prior year, partially offset by the $12,252 decrease in loss from operations, as discussed above.

Net Loss from Discontinued Operations

Net loss from discontinued operations totaled $58,839 and $6,599 for the years ended December 31, 2025 and 2024, respectively, and represents activities from the specialty beverage and restaurant franchising businesses until their cessation in 2025 and 2024, respectively.

Net Income

Net income was $792 for the year ended December 31, 2025, compared to net income of $70,187 for the year ended December 31, 2024. Net income for the year ended December 31, 2025 is mainly the result of $59,631 in income from discontinued operations, as partially offset by the $58,839 in loss from discontinued operations. Net income for the year ended December 31, 2024 consisted of $76,786 net income from continuing operations and $6,599 in losses from discontinued operations.

Liquidity and Capital Resources

Assets

Total assets were $10,127 and $130,978 as of December 31, 2025 and 2024, respectively and consisted of current assets of $10,127 and $742 and other non-current assets of $0 and $130,236, respectively. Current assets consisted of cash of $202 and $247, accounts receivable of $9,300 and $0 and $625 and $495 in prepaid assets as of December 31, 2025 and 2024, respectively. Other non-current assets at December 31, 2024 totaled $130,236, all liabilities from discontinued operations.

Liabilities

Total liabilities were $164,946 and $292,589 as of December 31, 2025 and 2024, respectively, and consisted of current liabilities of $50,462 and $75,103, respectively. Current liabilities at December 31, 2025 consisted of $30,981 in accounts payable and accrued expenses and $19,481 in notes and advances payable, related party.

Current liabilities at December 31, 2024 consisted of $12,356 in accounts payable and accrued expenses and $17,329 in notes payable, related party. Long term liabilities at December 31, 2025 and 2024 were $114,484 and $217,486, respectively and consisted of $114,484 and $114,400 in notes payable, $0 and $62,000 in notes payable, related party and $0 and $41,086 in liabilities from discontinued operations, respectively.

Net Cash Used in Operating Activities

During the year ended December 31, 2025, our operating activities used $62,254 in cash, compared to $60,704 used during the year ended December 31, 2024, a slight increase of $1,550. The increase is mainly due to a $69,395 decrease in net income and a $385 decrease in one-time non-cash net adjustments, as offset by $68,230 in net cash flow positive changes in operating assets and liabilities.

During the year ended December 31, 2025 investing operations used $273, compared to $1,401 in cash provided during the year ended December 31, 2024. Cash used of $273 and cash provided of $1,401 a result of the disposition and acquisition of a subsidiaries during the years ended December 31, 2025 and 2024, respectively.

Financing activities provided $62,482 in cash during the year ended December 31, 2025, compared to $28,808 in net cash used in financing activities during the year ended December 31, 2024. During the years ended December 31, 2025 and 2024, we received $6,000 and $0 in cash from common stock, respectively. We received $56,565 and $90,588 in proceeds and repaid $83 and $61,780 in notes payable principal to related parties during the years ended December 31, 2025 and 2024, respectively.

The Company had a working capital deficit of $40,335 at December 31, 2025, as compared to $74,361 at December 31, 2024.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements of any kind for the years ended December 31, 2025 or 2024.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. We continuously evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

We believe the following critical accounting policies are important to the portrayal of our financial condition and results of operations and require our management’s subjective or complex judgment because of the sensitivity of the methods, assumptions and estimates used in the preparation of our financial statements.

Accounts Receivable

Trade accounts receivable are recorded at invoiced amounts. Fast Casual does not provide any unusual contractual trade terms, sales incentive programs or discounts. Allowances for doubtful accounts are established for estimated losses resulting from the inability of customers to make required payments. Allowances are determined based on a review of specific customer accounts where collection is doubtful, as well as an assessment of the collectability of total receivables. Receivables are written off against the allowance when it is determined that the amounts will not be recovered.

Revenue Recognition

We recognize revenue in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Series Codification (“ASC”) 606, Revenue From Contracts With Customers (“ASC 606”), which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements. ASC 606 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. Accordingly, we recognize revenue based on the allocation of the transaction price to each performance obligation as each performance obligation in a contract is satisfied. We generated revenue from continuing operations from the sale of digital marketing services during the year ended December 31, 2025. Revenue from discontinued operations is from the specialty drink mix sales revenue and franchising rights sales during the years ended December 31, 2025 and 2024.

Leases

Operating lease liabilities represented the present value of lease payments not yet paid. Operating lease assets represented rights to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, incremental borrowing rates corresponding to the reasonably certain lease term were estimated. If the estimate of our incremental borrowing rate was changed, operating lease assets and liabilities could differ materially.

Long Lived Assets

Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Fast Casual evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Should impairment in value be indicated, the carrying value of long-lived assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Stock Based Compensation

We record stock-based compensation using the fair value method. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. All transactions with non-employees in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

Income Tax

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not required for a smaller reporting Company.

Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Fast Casual Concepts, Inc

141, Amsterdam Rd,

Grove City, PA 16127

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Fast Casual Concepts, Inc.and its subsidiaries (the “Company”) as of December 31, 2025 and December 31, 2024 and the related consolidated statements of operations comprehensive income, stockholders’ equity, and cash flows for the year then ended December 31, 2025 and for the year ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Substantial doubt about the entity's ability to continue as a going concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial repor8ng, but not for the purpose of expressing an opinion on the effec8veness of the Company’s internal control over financial repor8ng. Accordingly, we express no such opinion.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements.We determined that there are no critical audit matters to communicate.

 6945

For M N Vijay Kumar

M N Vijay Kumar

We have served as the Company’s auditor since 2024

Bengaluru, India

Date – 30th March 2026

FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS

FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS

FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY
FOOTNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025 and 2024

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are the controls and other procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, 2025, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our financial disclosure controls and procedures were not effective due to our limited internal resources and lack of ability to have multiple levels of transaction review. 

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, and effected by the board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions or that the degree of compliance with policies and procedures may deteriorate.

Management has assessed our internal control system in relation to criteria for effective internal control over financial reporting described in “Internal Control-Integrated Framework” issued in 2013 by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. Based upon these criteria, we believe that, as of December 31, 2025, our system of internal control over financial reporting was not effective due to material weaknesses that were identified. The material weaknesses are caused by our limited internal resources and limited personnel. We presently have only two officers. The material weaknesses include: 1) no segregation of duties within the Company; 2) no management oversight or multiple levels of supervision and review; 3) no control documentation being produced and no one to review control documentation; and, 4) a lack of expertise in the application of generally accepted accounting principles.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.