FAST CASUAL CONCEPTS, INC. 10-Q

ITEM 1. FINANCIAL STATEMENTS FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (UNAUDITED) September 30, 2025 December 31, 2024 ASSETS CURRENT ASSETS Cash $ 7,265 $ 247 Accounts receivable 9,300 — Prepaid expenses 2,500 495 Total current assets 19,065 742 OTHER NON-CURRENT ASSETS Assets from discontinued operations — 130,236 TOTAL ASSETS $ 19,065 $ 130,978 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 12,611 $ 12,356 Notes payable, related party 19,481 17,329 Liabilities from discontinued operations — 45,418 Total current liabilities 32,092 75,103 OTHER NON-CURRENT LIABILITIES Notes payable, related party 101,000 62,000 SBA EID Loan 2020 114,484 114,400 Liabilities from discontinued operations — 41,086 Total non-current liabilities 215,484 217,486 TOTAL LIABILITIES 247,576 292,589 STOCKHOLDERS' DEFICIT Preferred stock; $ 0.001 par value, 10,000,000,000 and 10,000,000,000 shares authorized and 10,000,000,000 and 10,000,000,000 shares issued and outstanding 10,000 10,000 Common stock; $ 0.001 par value, 750,000,000 and 750,000,000 shares authorized and 26,124,754 and 26,112,754 shares issued and outstanding 26,125 26,113 Common stock subscribed — — Additional paid-in capital 1,856,254 1,850,266 Accumulated deficit ( 2,120,890 ) ( 2,047,990 ) Total stockholders' deficit ( 228,511 ) ( 161,611 ) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 19,065 $ 130,978 The accompanying notes are an integral part of these unaudited consolidated financial statements. 3 FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the Ninee Months Ended September 30, For the Three Months Ended September 30, 2025 2024 2025 2024 REVENUES Sales – Digital marketing $ 44,600 $ — $ 26,100 $ — OPERATING EXPENSES Contract labor 11,844 — 7,444 — Professional fees 9,942 6,168 5,655 1,773 General and administrative 27,434 23,763 12,597 7,064 Total operating expenses 49,220 29,931 25,696 8,837 Operating Loss ( 4,620 ) ( 29,931 ) 404 ( 8,837 ) OTHER INCOME (EXPENSES) Gain (loss) on disposal of subsidiary ( 6,146 ) — 1,853 — Other income (expenses) ( 3,295 ) ( 1,776 ) ( 1,168 ) ( 116 ) Total other income (expenses) ( 9,441 ) ( 1,776 ) 685 ( 116 ) Net income (loss) from continuing operations $ ( 14,061 ) $ ( 31,707 ) $ 1,089 $ ( 8,953 ) Net income (loss) from discontinued operations ( 58,839 ) 2,037 — 1,833 Net income (loss) $ ( 72,900 ) $ ( 29,670 ) $ 1,089 $ ( 7,120 ) Basic net income (loss) per common share Continuing operations $ ( 0.00 ) $ ( 0.00 ) $ 0.00 $ ( 0.00 ) Discontinued operations $ ( 0.00 ) $ ( 0.00 ) $ 0.00 $ ( 0.00 ) Basic net income (loss) per common share $ ( 0.00 ) $ ( 0.00 ) $ 0.00 $ ( 0.00 ) Basic weighted average common shares outstanding 26,118,864 26,112,754 26,124,754 26,112,754 Diluted net income (loss) per common share Continuing operations $ ( 0.00 ) $ ( 0.00 ) $ 0.00 $ ( 0.00 ) Discontinued operations $ ( 0.00 ) $ ( 0.00 ) $ 0.00 $ ( 0.00 ) Fully diluted net income (loss) per common share $ ( 0.00 ) $ ( 0.00 ) $ 0.00 $ ( 0.00 ) Fully diluted weighted average common shares outstanding 26,118,864 26,112,754 26,124,754 26,112,754 The accompanying notes are an integral part of these unaudited consolidated financial statements. 4 FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY (UNAUDITED) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders' Equity (Deficit) Shares Amount Shares Amount Balance, December 31, 2024 10,000,000 $ 10,000 26,112,754 $ 26,113 $ 1,850,266 $ ( 2,047,990 ) $ ( 161,611 ) Common stock issued for cash — — 12,000 12 5,988 — 6,000 Net loss for nine months ended September 30, 2025 — — — — — ( 72,900 ) ( 72,900 ) Balance, September 30, 2025 10,000,000 $ 10,000 26,124,754 $ 26,125 $ 1,856,254 $ ( 2,120,890 ) $ ( 228,511 ) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders' Equity (Deficit) Shares Amount Shares Amount Balance, June 30, 2025 10,000,000 $ 10,000 26,124,754 $ 26,125 $ 1,856,254 $ ( 2,121,979 ) $ ( 229,600 ) Net income for three months ended September 30, 2025 — — — — — 1,089 1,089 Balance, September 30, 2025 10,000,000 $ 10,000 26,124,754 $ 26,125 $ 1,856,254 $ ( 2,120,890 ) $ ( 228,511 ) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders' Equity (Deficit) Shares Amount Shares Amount December 31, 2023 10,000,000 $ 10,000 26,112,754 $ 26,113 $ 1,850,266 $ ( 2,118,177 ) $ ( 231,798 ) Net loss for nine months ended September 30, 2024 — — — — — ( 29,670 ) ( 29,670 ) Balance, September 30, 2024 10,000,000 $ 10,000 26,112,754 $ 26,113 $ 1,850,266 $ ( 2,147,847 ) $ ( 261,468 ) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders' Equity (Deficit) Shares Amount Shares Amount Balance, June 30, 2024 10,000,000 $ 10,000 26,112,754 $ 26,113 $ 1,850,266 $ ( 2,140,727 ) $ ( 254,348 ) Net loss for three months ended September 30, 2024 — — — — — ( 7,120 ) ( 7,120 ) Balance, September 30, 2024 10,000,000 $ 10,000 26,112,754 $ 26,113 $ 1,850,266 $ ( 2,147,847 ) $ ( 261,468 ) The accompanying notes are an integral part of these unaudited consolidated financial statements. 5 FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Nine Months Ended September 30, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 72,900 ) $ ( 29,670 ) Adjustments to reconcile net loss to cash provided (used) by operating activities: Loss on disposal of subsidiary 7,999 — Loss on disposal of assets — 20,117 Changes in operating assets and liabilities: Accounts receivable ( 9,300 ) — Decrease in accounts receivable from related party — 3,296 Prepaid assets ( 2,005 ) ( 3,465 ) Leased assets 34,127 — Accounts payable and accrued expenses 8,815 10,248 Lease liabilities ( 22,500 ) — Net cash (used in)/provided by operating activities ( 55,464 ) 526 CASH FLOWS FROM FINANCING ACTIVITIES: Common stock and shares to be issued for cash 6,000 — Proceeds from the issuance of notes payable, related party 56,565 31,959 Payments on notes payable, related party ( 83 ) ( 61,780 ) Payments on notes payable — ( 829 ) Net cash provided by (used in) financing activities 62,482 ( 24,747 ) Net change in cash $ 7,018 $ ( 30,124 ) Cash, beginning of year $ 247 $ 30,742 Cash, end of year $ 7,265 $ 618 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest $ 3,635 $ 1,776 Cash paid for taxes $ — $ — The accompanying notes are an integral part of these unaudited consolidated financial statements. 6 NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The financial statements presented are those of Fast Casual Concepts, Inc. (“Fast Casual”, or the “Company”) and its wholly owned subsidiary, GDS Lumina, Inc. (“GDS”). Fast Casual was originally incorporated on March 23, 2019 , under the laws of the State of Pennsylvania (PA). On April 13, 2020, the Company re-domiciled in the state of Wyoming, increasing its authorized number common shares available to be issued to 750,000,000 and effectuating a 10-for-1 forward-split of its common stock. During October 2024, Fast Casual effectuated a 4:1 reverse split of its common stock. Fast Casual was incorporated to develop, build, operate and franchise casual eating establishments. All restaurant development, building and operations were discontinued on October 1, 2022. The remaining franchising operations were discontinued during 2024 with the shuttering of the last franchised eating establishment. As such, all balances and activity related to the franchising business have been shown as discontinued operations as of and for the nine months ended September 30, 2024 (see Note 7). GDS was incorporated on September 23, 2025 under the laws of the state of Wyoming to pursue digital marketing. GDS has 100,000 shares of common stock, par value $ 0.001 per share, available to be issued, all 100,000 shares of common stock are issued to Fast Casual as its parent. On September 30, 2025, Fast Casual terminated its previous November 2024 acquisition of CK Distribution, LLC (“CK”). CK was incorporated on July 10, 2023 under the laws of the state of Florida to pursue production, market and sale of specialty drink mixes. CK was acquired by Fast Casual during November 2024 as the result of a private party agreement between the respective companies’ majority ownership, whereby, 100 % ownership of the CK LLC was transferred to Fast Casual in exchange for a significant shareholder in Fast Casual transferring his personal shares to the former owner of CK. During September 2025, the parties agreed to terminate the agreement with all personal shares being returned and all liabilities of CK assumed by its new owner. As such, all balances and activity related to CK business have been shown as discontinued operations as of and for the nine months ended September 30, 2025 (see Note 7). Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim consolidated financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim consolidated financial statements be read in conjunction with Fast Casual's most recent audited financial statements as of December 31, 2024. Operating results for the nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. Reclassifications Long term loan amounts totaling $ 62,000 to a related party as of December 31, 2024 has been reclassified to long term debt on the face of the unaudited balance sheet to reflect it not being due until December 31, 2026. Revenue Recognition Policy Fast Casual recognizes 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. In general, the Company recognizes revenue based on the allocation of the transaction price to each performance obligation as each performance obligation in a contract is satisfied. Fast Casual recognized revenue from continuing operations from the sale of digital marketing services totaling $ 44,600 for the nine months ended September 30, 2025. Revenue from discontinued operations is from the specialty drink mix sales revenue of $ 36,854 and $ 0 , and franchising rights sales of $ 0 and $ 20,321 , during the nine months ended September 30, 2025 and 2024, respectively (see Note 7). 7 New Accounting Pronouncements Fast Casual has implemented all new accounting pronouncements that are in effect and that may impact its financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. Basic and Diluted Loss Per Share Fast Casual presents both basic and diluted earnings per share (EPS) on the face of the consolidated statements of operations for both continuing and discontinued operations. Basic EPS is computed by dividing net income (loss) from continuing and discontinued operations available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible debt instrument, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. There are no outstanding dilutive instruments as of September 30, 2025 or December 31, 2024. The calculation of basic and diluted net loss per share are as follows: Schedule of basic and diluted loss per share Basic: For the Nine Months Ended September 30, For the Three Months Ended September 30, 2025 2024 2025 2024 Basic Net Income (Loss) Per Common Share: Numerator: Net income (loss) from continuing operations $ ( 14,061 ) $ ( 31,707 ) $ 1,089 $ ( 8,953 ) Net income (loss) from discontinued operations $ ( 58,839 ) $ 2,037 $ — $ 1,833 Net loss $ ( 72,900 ) $ ( 29,670 ) $ 1,089 $ ( 7,120 ) Denominator: Basic weighted-average common shares outstanding 26,118,864 26,112,754 26,124,754 26,112,754 Net income (loss) per share from continuing operations $ ( 0.00 ) $ ( 0.00 ) $ 0.00 $ ( 0.00 ) Net income (loss) per share from discontinued operations $ ( 0.00 ) $ 0.00 $ — $ 0.00 Basic net income per share $ ( 0.00 ) $ ( 0.00 ) $ 0.00 $ ( 0.00 ) Diluted: For the Nine Months Ended September 30, For the Three Months Ended September 30, 2025 2024 2025 2024 Fully Diluted Net Income (Loss) Per Common Share: Numerator: Net income (loss) from continuing operations $ ( 14,061 ) $ ( 31,707 ) $ 1,089 $ ( 8,953 ) Net income (loss) from discontinued operations $ ( 58,839 ) $ 2,037 $ — $ 1,833 Net loss $ ( 72,900 ) $ ( 29,670 ) $ 1,089 $ ( 7,120 ) Denominator: Fully Diluted weighted-average common shares outstanding 26,118,864 26,112,754 26,124,754 26,112,754 Net income (loss) per share from continuing operations $ ( 0.00 ) $ ( 0.00 ) $ 0.00 $ ( 0.00 ) Net income (loss) per share from discontinued operations $ ( 0.00 ) $ 0.00 $ — $ 0.00 Fully Diluted net income per share $ ( 0.00 ) $ ( 0.00 ) $ 0.00 $ ( 0.00 ) 8 NOTE 2 - RELATED PARTY TRANSACTIONS Advances Payable During the nine months ended September 30, 2025, an officer and director of Fast Casual loaned the Company $ 2,481 . During the year ended December 31, 2024,the officer and director loaned the Company $ 17,000 . The advances are due on demand, unsecured and do not bare interest. The balance of the advances were $ 19,481 and $ 17,000 at September 30, 2025 and December 31, 2024, respectively. During the nine months ended September 30, 2025, a former officer and director of Fast Casual loaned the Company $ 15,000 , repaid $ 83 and assumed the remaining $ 15,246 in a acquisition recission agreement (see Note 7). During the year ended December 31, 2024, the officer and director loaned the Company $ 329 . The balance of the loans were $ 0 and $ 329 at September 30, 2025 and December 31, 2024, respectively. Notes Payable During November 2024, as a result of the acquisition of CK, the Company entered into a note payable with an officer and director of Fast Casual in the amount of $ 62,000 . The note is unsecured, does not bear interest and is due December 31, 2026. During the nine months ended September 30, 2025, the officer and director loaned another $ 39,000 under this note. The balance of the loan was $ 101,000 and $ 62,000 at September 30, 2025 and December 31, 2024, respectively. Fast Casual’s notes payable to related parties consist of the following at: Schedule of notes payable to related parties September 30, 2025 December 31, 2024 Notes payable, interest at 0%, unsecured, due December 31, 2026 $ 101,000 $ 62,000 Note payable, no interest, unsecured, due upon demand 19,481 17,000 Note payable, no interest, unsecured, due upon demand — 329 Total: 120,481 17,329 Less: current portion $ ( 19,481 ) $ ( 17,329 ) Long-term notes payable $ 101,000 $ 62,000 NOTE 3 - STOCKHOLDERS’ DEFICIT During the nine months ended September 30, 2025, Fast Casual issued 12,000 shares of its common stock for cash of $ 6,000 , or $ 0.50 per share. NOTE 4 - OPERATING LEASE During November 2024, the Company entered into a lease agreement for operating and administrative space in Tarpon Springs, Florida. The lease term is two 2 years, calls for an upfront payment of $ 50,000 and monthly payments of $ 4,280 beginning January 1, 2025. Fast Casual recorded a right-to-use lease asset and lease liability totaling $ 135,860 related to the above-described lease. On June 30, 2025, as part of its termination of acquisition of CK, Fast Casual derecognized the net lease assets of $ 96,109 and liabilities of $ 64,304 , recognizing a loss of $ 31,805 , which is netted with other items in the total net loss on disposal of subsidiary (see Note 7). NOTE 5 - CARES ACT FUNDING As part of the Coronavirus Aid, Relief and Economic Security Act, during 2020 through 2021, Fast Casual borrowed a total of $ 114,400 in Economic Injury Disaster Loans (EIDL). The terms call for interest at 3.75 % and installment payments of principal and interest of $ 577 per month beginning twenty-four months from the date of the original note in 2020. During 2024, the Company was granted partial payment relief through a hardship accommodation plan, temporarily reducing the monthly payment to $ 58 per month in interest only payments until March 2025. The balance of the EIDL and accrued interest, was $ 119,924 and $ 120,632 September 30, 2025 and December 31, 2024, respectively. 9 Schedule of EIDL payable A summary of the EIDL payable are as follows: September 30, 2025 December 31, 2024 EIDL, interest at 3.75% per annum, due in monthly payments beginning 2021 114,484 114,400 Total: 114,484 114,400 Less: current portion — — Long-term debt, net $ 114,484 $ 114,400 Maturities of the above note payable are as follows at September 30, 2025: Schedule of maturities 2024 — 2025 — 2026 — 2027 — 2028 — Thereafter 114,484 Total $ 114,484 NOTE 6 - GOING CONCERN Fast Casual's 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 accumulated losses since its inception and has negative cash flows from operations, 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 Fast Casual's ability to continue as a going concern are as follows: To date, Fast Casual has raised over $ 1,000,000 and is seeking to raise up to $ 5,000,000 total through private placements of its common stock. Funds received from the issuance of debt and equity will be used to increase production, marketing and sale of specialty drink mixes and expand brand identity to ultimately achieve profitability. The continuation of Fast Casual as a going concern is dependent upon its ability to generate profitable operations that produce positive cash flows. If Fast Casual is not successful, it may be forced to raise additional debt or equity financing. There can be no assurance that Fast Casual will 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 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. NOTE 7 - DISCONTINUED OPERATIONS CK Distribution During September 2025, the Company terminated its acquisition of CK from November 2024. The parties agreed to return the privately held common stock shares of Fast Casual and the owner of CK assumed all liabilities and obligations of CK as of September 30, 2025. The historical statement of operations of the specialty beverage business of CK for the nine months ended September 30, 2025 have been presented as discontinued operations in the consolidated financial statements. Fast Casual recognized a loss on disposal of subsidiary as follows: Schedule of disposal of subsidiary Net lease assets and liabilities $ ( 31,805 ) Notes payable, related party 15,246 Accounts payable 8,560 Net loss on disposal of subsidiary $ 7,999 10 Fast Casual Franchising During 2024, the Company was notified that its only franchisee was ceasing operations at its restaurants. The discontinuation of the restaurants lead the Company to abandon its franchise business and shift its focus on the specialty beverage business as described above. As such, the franchise operations business qualified as discontinued operations as it represented a significant strategic shift of the Company’s operations and financial results. In addition, the operations and cash flows of the franchise operations business can be distinguished, operationally and for financial reporting purposes, from the remaining operations of the Company. The historical statement of operations of the franchise business as of December 31, 2024 and 2023 have been presented as discontinued operations in the consolidated financial statements. The operating results of the Company’s discontinued operations for the years ended December 31, 2024 and 2023 are as follows: Schedule of operations For the Nine Months Ended September 30, 2025 2024 REVENUES Beverage sales $ 36,854 $ — Franchise income — 22,154 Total revenues 36,854 22,154 COST OF SALES Beverage product costs ( 35,868 ) — GROSS PROFIT – BEVERAGE SALES 986 — OPERATING EXPENSES Operating expenses — — General and administrative expenses 50,625 — Professional fees 9,200 — Total operating expenses 59,825 — OTHER EXPENSE Asset impairment expense — ( 20,117 ) Total other expense — ( 20,117 ) (Loss) Income from discontinued operations $ ( 58,839 ) $ 2,037 Total cash provided by operating activities of discontinued operations were $ 11,927 and $ 20,117 , respectively, for the nine months ended September 30, 2025 and 2024, respectively. 11