FAST CASUAL CONCEPTS, INC. 10-K

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. 5 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. 6 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. 7 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. 8 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