FAST CASUAL CONCEPTS, INC. 10-K

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. 1 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: • Digital Marketing: Search engine optimization (SEO), pay-per-click (PPC) advertising, and email marketing campaigns to drive online traffic and conversions. • Brand Strategy: Development of brand identities, positioning, and messaging to enhance market differentiation. • Social Media Management: Creation and management of social media content across platforms such as Instagram, Facebook, TikTok, X and other social media, designed to engage target audiences. • Content Creation: Production of high-quality visual and written content, including videos, photography, and blog posts, to support client marketing campaigns. • Analytics and Reporting 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 Agency Name Key Strengths and Services WebFX SEO, PPC, web design, content marketing, CRO; data-driven with proprietary tools for ROI tracking. SmartSites SEO, PPC, social media, web development; fast-growing with a focus on small to mid-sized businesses. Ignite Visibility Full-funnel SEO, paid media, social, email; award-winning for performance marketing. Disruptive Advertising PPC and paid search expertise; automation and AI for scaling campaigns. Thrive Internet Marketing Agency SEO, PPC, social media, reputation management; emphasis on measurable growth. 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. Agency Name Key Strengths and Services Higher Visibility SEO, content marketing, link building; data analytics for competitive analysis. Victorious SEO strategy, on-page optimization, technical audits; AI-enhanced keyword research. Siege Media Content marketing, SEO, digital PR; generates high-traffic value. Omniscient Digital Data-driven content strategies, SEO for B2B; focuses on organic lead generation. Moburst Mobile-first digital marketing, app growth, AI personalization; global scaling. 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. Agency Name Key Strengths and Services Merkle (Dentsu) Performance media, CRM, loyalty programs; AI for customer experience. DEPT® Creative tech, AI consulting, digital experiences; full-funnel media. REQ Omnichannel strategy, SEO, traditional-digital blend. Power Digital Online marketing, SEO, social; proprietary tech for eCommerce. NoGood AI-driven growth, paid media, SEO; hubs across North America. Additional Insights • Challenges for Competitors: High competition leads to consolidation via M&A, with independents like SmartSites gaining ground against holding companies. Economic factors, like potential TikTok disruptions, could shift ad spends. 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 1. Strong Client Relationships: Personalized, trust-based relationships with clients foster loyalty, repeat business, and referrals, giving the Company a competitive edge over larger, less agile firms. 2. AI Integration: Early adoption of AI tools (e.g., predictive analytics, programmatic advertising, sentiment analysis) enhances campaign efficiency, targeting, and ROI, positioning the Company as innovative. 3 3. Agility and Flexibility: As a smaller firm, we can quickly adapt strategies, customize campaigns, and pivot to meet client needs compared to larger agencies with bureaucratic processes. 4. Cost-Effective Solutions: Lower overhead allows competitive pricing, appealing to small and mid-sized businesses (SMBs) that make up a significant portion of the $1.18 trillion digital marketing market projected for 2033. 5. Niche Expertise: Deep understanding of specific industries or local markets, built through relationships, enables tailored campaigns that resonate with target audiences. Weaknesses 1. Brand Recognition: Less visibility compared to established players like WebFX or SmartSites, making it harder to attract larger clients or compete in high-profile pitches. 2. AI Implementation Costs: Integrating and maintaining AI tools requires upfront investment in software, training, and talent, straining limited financial resources. 3. Client Dependency Risk: Relying heavily on a few key clients for revenue increases vulnerability if relationships falter or clients reduce budgets during economic downturns. 4. Talent Retention: Competing for skilled AI and marketing professionals is challenging due to lower salaries or benefits compared to larger firms or tech companies. Opportunities 1. Growing AI Demand: The rise of AI-driven marketing (e.g., 80% of consumers prefer personalized experiences) creates opportunities to offer cutting-edge services like AI-optimized content, chatbots, or hyper-targeted ads. 2. SMB Market Expansion: Small and mid-sized businesses increasingly seek digital marketing, providing a large addressable market for cost-effective, relationship-driven services. 3. Partnerships with AI Platforms: Collaborating with AI tool providers can enhance capabilities and credibility without heavy in-house development. 4. Niche Specialization: Focusing on underserved industries or emerging trends can differentiate the Company and attract high-value clients. 5. Word-of-Mouth Growth: Leveraging strong client relationships for referrals and testimonials can drive organic growth, especially in local or industry-specific markets. Threats 1. Intense Competition: Larger agencies (e.g., Ignite Visibility, Merkle) and tech giants offering AI-driven marketing tools dominate market share, pressuring smaller firms on pricing and innovation. 2. Economic Volatility: Marketing budgets are often cut during recessions, impacting SMB clients who are the Company’s core market, as seen in past economic downturns. 3. Rapid Technological Change: The fast pace of AI and digital marketing advancements requires constant upskilling and adaptation, straining resources. 4. Data Privacy Regulations: Stricter laws (e.g., CCPA, GDPR) increase compliance costs and risks for AI-driven campaigns relying on consumer data, potentially leading to fines or reputational damage. 5. Market Saturation: The influx of freelancers and small agencies offering low-cost services can erode margins and make it harder to stand out without significant differentiation. 4 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.