FAST CASUAL CONCEPTS, INC. 10-K

Item 8. Financial Statements and Supplementary Data 13 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. 14 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 15 FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS December 31, 2025 2024 ASSETS CURRENT ASSETS Cash $ 202 $ 247 Accounts receivable 9,300 — Prepaid expenses 625 495 Total current assets 10,127 742 OTHER NON-CURRENT ASSETS Assets from discontinued operations — 130,236 TOTAL ASSETS $ 10,127 $ 130,978 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 30,981 $ 12,356 Notes and advances payable, related party 19,481 17,329 Liabilities from discontinued operations — 45,418 Total current liabilities 50,462 75,103 OTHER NON-CURRENT LIABILITIES Notes payable, related party — 62,000 SBA EID Loan 2020 114,484 114,400 Liabilities from discontinued operations — 41,086 Total long-term liabilities 114,484 217,486 TOTAL LIABILITIES 164,946 292,589 STOCKHOLDERS' DEFICIT Preferred stock; $ 0.001 par value, 10,000,000,000 and 10,000,000,000 shares authorized and 10,000,000 and 10,000,000 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 Additional paid-in capital 1,856,254 1,850,266 Accumulated deficit ( 2,047,198 ) ( 2,047,990 ) Total stockholders' deficit ( 154,819 ) ( 161,611 ) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 10,127 $ 130,978 16 FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended December 31, 2025 2024 REVENUES Sales – Digital marketing $ 65,700 $ — Total Revenue 65,700 — OPERATING EXPENSES Contract labor and services 27,219 Professional fees 12,356 19,283 General and administrative 56,971 23,815 Total operating expenses 96,546 43,098 Income (loss) from operations ( 30,846 ) ( 43,098 ) OTHER INCOME (EXPENSES) Gain on disposal of subsidiary 94,854 — Gain on extinguishment of debt — 124,685 Interest expense, net ( 4,377 ) ( 4,801 ) Total other income (expenses) 90,477 119,884 Income before income taxes 59,631 76,786 Provision for income taxes — — Income from continuing operations 59,631 76,786 Loss from discontinued operations ( 58,839 ) ( 6,599 ) Net Income $ 792 $ 70,187 Basic income (loss) per common share Continuing operations $ 0.00 $ 0.00 Discontinued operations $ ( 0.00 ) $ ( 0.00 ) Basic net income per common share $ 0.00 $ 0.00 Basic weighted average common shares outstanding 26,112,754 26,112,754 Diluted income (loss) per common share Continuing operations $ 0.00 $ 0.00 Discontinued operations $ ( 0.00 ) $ ( 0.00 ) Fully diluted net income per common share $ 0.00 $ 0.00 17 FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT Preferred Series A Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders' 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 income for the year ended December 31, 2025 — — — — — 792 792 Balance, December 31, 2025 10,000,000 $ 10,000 26,124,754 $ 26,125 $ 1,856,254 ( 2,047,198 ) $ ( 154,819 ) Preferred Series A Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders' Deficit Shares Amount Shares Amount Balance, December 31, 2023 10,000,000 $ 10,000 26,112,754 $ 26,113 $ 1,850,266 $ ( 2,118,177 ) $ ( 231,798 ) Net income for the year ended December 31, 2024 — — — — — 70,187 70,187 Balance, December 31, 2024 10,000,000 $ 10,000 26,112,754 $ 26,113 $ 1,850,266 $ ( 2,047,990 ) $ ( 161,611 ) 18 FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 792 $ 70,187 Adjustments to reconcile net income (loss) to cash used by operating activities: Loss on disposal of assets — 30,216 Gain on disposal of subsidiary ( 94,854 ) — Gain on forgiveness of debt — ( 124,685 ) Changes in operating assets and liabilities: Accounts receivable ( 9,300 ) — Decrease in accounts receivable from related party — 3,296 Prepaid assets ( 130 ) ( 495 ) Leased assets 34,127 5,624 Accounts payable and accrued expenses 29,311 4,509 Lease liabilities ( 22,200 ) ( 49,356 ) Net cash used by operating activities ( 62,254 ) ( 60,704 ) CASH FLOWS FROM INVESTING ACTIVITIES: Cash (distributed to) acquired from acquisition of subsidiary ( 273 ) 1,401 Net cash (used in) provided by investing activities ( 273 ) 1,401 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 90,588 Payments on notes payable, related party ( 83 ) ( 61,780 ) Net cash provided by financing activities 62,482 28,808 Net change in cash $ ( 45 ) $ ( 30,495 ) Cash, beginning of year $ 247 $ 30,742 Cash, end of year $ 202 $ 247 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest $ 5,366 $ 1,949 Cash paid for taxes $ 3,212 $ — SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES Right of use assets acquired through lease $ — $ 135,860 Loan fees applied to debt principal $ 84 $ — 19 FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY FOOTNOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 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. 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 year ended December 31, 2024 (see Note 7). On September 23, 2025, the Company incorporated GDS Lumina, Inc. (“GDS”) 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. All 100,000 shares of common stock available are issued to Fast Casual as its parent . CK Distribution, LLC (“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 years ended December 31, 2025 and 2024 (see Note 7). Basis of Presentation The consolidated financial statements and related disclosures have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles of the United States (“U.S. GAAP”). Fast Casual has elected a calendar year-end. 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 balance sheet to reflect it not being due until December 31, 2026. Cash Equivalents Fast Casual considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 20 FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY FOOTNOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 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 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 $ 65,700 for the year ended December 31, 2025. Revenue from discontinued operations is from the specialty drink mix sales revenue of $ 36,854 and $ 3,312 , and franchising rights sales of $ 0 and $ 22,154 , during the years ended December 31, 2025 and 2024, respectively (see Note 7). Advertising Production costs of commercials are expensed in the fiscal period the advertising is first aired while the costs of programming and other advertising, promotion and marketing programs are expensed as incurred. These costs are reported as part of general and administrative in the consolidated statements of operations. Stock-Based Compensation Fast Casual records stock-based compensation using the fair value method. Equity instruments issued to employees and the cost of the services received as consideration are accounted for in accordance with FASB ASC 718, Stock Compensation and 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 in accordance with FASB ASC 515, Equity-Based Payments to Non-Employees , based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. There was no stock based compensation during the years ended December 31, 2025 and 2024. Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurements (“ASC 820”) and ASC 825, Financial Instruments (“ASC 825”), require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value: Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. 21 FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY FOOTNOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The carrying values of cash, accounts receivable, prepaid assets, accounts payable and accrued liabilities, notes payable and notes payable, related party, approximate fair value. Pursuant to ASC 820 and 825, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. 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. In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Series Update (“ASU”) No. 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805-60):Recognition and Initial Measurement (“ASU 2023-05”). ASU 2023-05 addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. ASU 2023-05 was effective January 1, 2025 for the Company. The adoption of ASU 2023-05 did not have a significant impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-08, Intangibles – Goodwill and Other Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). ASU 2023-08 was issued to improve the accounting for and disclosure of certain crypto assets in light of their expanded use in the investment community. The changes made by ASU 2023-08 were effective for the Company January 1, 2025. The adoption of ASU 2023-08 did not have a significant impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments require that public business entities provide on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 also requires all entities disclose on an annual basis the amount of income taxes paid disaggregated by federal, state and foreign and disaggregated by individual jurisdictions for amounts greater than 5% of income taxes paid. The changes made by ASU 2023-09 were effective for the Company January 1, 2025. The adoption of ASU 2023-09 did not have a significant impact on the Company’s consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement- Reporting Comprehensive Income - Expense Disaggregations Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires an entity to disaggregate, in a tabular format, disclosure in the notes to financial statements of all relevant expense captions presented on the face of the income statement in continuing operations into the following expense categories: a) Purchases of inventory b) Employee compensation (disclosing separately any one-time employee termination benefits, if applicable) c) Depreciation for the period in total d) Intangible asset amortization (for separate requirement to disclose intangible asset amortization expense for the period in total) e) Depreciation, depletion, and amortization of capitalized acquisition, exploration, and development costs recognized as part of oil- and gas- producing activities or other amounts of depletion expense. ASU 2024-03 is effective for the Company effective for the Company January 1, 2028. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial position and results of operations. 22 FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY FOOTNOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810) Determining the Accounting Acquirer in the Acquisition of a Variable Interest (“ASU 2025-03”). ASU 2025-03 revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a VIE that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. ASU 2025-03 is effective for the Company January 1, 2028. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial position and results of operations. In May 2025, the FASB issued ASU 2025-04, Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) Clarifications to Share-Based Consideration Payable to a Customer (“ASU 2025-04”). ASU 2025-04 revises the Master Glossary definition of the term performance condition for share-based consideration payable to a customer. The revised definition incorporates conditions (such as vesting conditions) that are based on the volume or monetary amount of a customer’s purchases (or potential purchases) of goods or services from the grantor (including over a specified period of time). The revised definition also incorporates performance targets based on purchases made by other parties that purchase the grantor’s goods or services from the grantor’s customers. The revised definition of the term performance condition cannot be applied by analogy to awards granted to employees and nonemployees in exchange for goods or services to be used or consumed in the grantor’s own operations. ASU 2025-04 is effective for the Company January 1, 2028. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial position and results of operations. In July 2025, the FASB issued ASU 2025-05, Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 was issued to address challenges encountered when applying the guidance in Topic 326, Financial Instruments—Credit Losses, to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. ASU 2025-05 introduces a practical expedient for all entities and an accounting policy election for entities other than public business entities related to applying Subtopic 326-20 to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. ASU 2025-04 is effective for the Company January 1, 2026 and is not expected to have a significant impact on the Company’s consolidated financial position and results of operations. In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 was issued to modernize the accounting for software costs that are accounted for under Subtopic 350-40, Intangibles—Goodwill and Other—Internal-Use Software (referred to as “internal-use software”). ASU 2025-06 removes all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40. Therefore, an entity is required to start capitalizing software costs when both of the following occur: 1. Management has authorized and committed to funding the software project. 2. It is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). ASU 2025-06 is effective for the Company January 1, 2028. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial position and results of operations. Other accounting standards that have been issued by the FASB or other standards-setting bodies are not currently expected to have a material effect on the Company’s consolidated financial position, results of operations or cash flows. 23 FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY FOOTNOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Long Lived Assets Periodically Fast Casual assesses potential impairment of its long-lived assets, which include property, equipment and acquired intangible assets, in accordance with the provisions of ASC Topic 360, Property, Plant and Equipment . Fast Casual recognizes impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying values. An impairment loss would be recognized in the amount by which the recorded value of the asset exceeds the fair value of the asset, measured by the quoted market price of an asset or an estimate based on the best information available in the circumstances. There were no such losses recognized during the years ended December 31, 2025 and 2024. 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 December 31, 2025 or 2024. The calculation of basic and diluted net income (loss) per share are as follows: Schedule of basic and diluted loss per share For the Year Ended December 31, 2025 2024 Basic Net Income (Loss) Per Common Share: Numerator: Net income from continuing operations $ 59,631 $ 76,786 Net loss loss from discontinued operations $ ( 58,839 ) $ ( 6,599 ) Net income (loss) $ 792 $ 70,187 Denominator: Basic weighted-average common shares outstanding 26,112,754 26,112,754 Net income per share from continuing operations $ 0.00 $ 0.00 Net loss per share from discontinued operations $ ( 0.00 ) $ ( 0.00 ) Basic net incomeper share $ 0.00 $ 0.00 For the Year Ended December 31, 2025 2024 Fully Diluted Net Income (Loss) Per Common Share: Numerator: Net income from continuing operations $ 59631 $ 76,786 Net income loss from discontinued operations $ ( 58,839 ) $ ( 6,599 ) Net income $ 792 $ 70,187 Denominator: Basic weighted-average common shares outstanding 26,112,754 26,112,754 Net income per share from continuing operations $ 0.00 $ 0.00 Net loss per share from discontinued operations $ ( 0.00 ) $ ( 0.00 ) Basic net income per share $ 0.00 $ 0.00 24 FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY FOOTNOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Income Taxes Fast Casual records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more likely than not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. NOTE 2 - RELATED PARTY TRANSACTIONS Notes and Advances Payable During the year ended December 31, 2025, an officer and director of Fast Casual advanced the Company $ 2,481 . During the year ended December 31, 2024, that same officer and director loaned the Company $ 17,000 . The advances and loans are due on demand, unsecured and do not bare interest. The balance of the advances and loans were $ 19,481 and $ 17,000 at December 31, 2025 and 2024, respectively. During the year ended December 31, 2025, George Athanasiadis, an officer and director of the Company, lent a total of $ 39,000 under unsecured, non-interest-bearing notes payable to the Company’s former subsidiary, CK Distribution, Inc. During 2025, as part of the disposal of CK Distribution, Inc., a total of $ 101,000 in notes payable to George Athanasiadis was disposed and recorded as part of the $ 94,854 gain on disposition of subsidiary. The balance of the notes was $ 0 and $ 62,000 at December 31, 2025 and 2024, respectively. During the years ended December 31, 2025 and 2024, a former officer and director of Fast Casual loaned the Company $ 15,000 and $ 329 , respectively. The loans were due on demand, unsecured and did not bare interest. During the year ended December 31, 2025, Fast Casual repaid $ 83 and assumed the remaining $ 15,246 in an acquisition recission agreement (see Note 7). The balance of the loan was $ 0 and $ 329 at December 31, 2025 and 2024, respectively.During the year ended December 31, 2025, a former officer of Fast Casual loaned the Company $ 15,000 as a short-term advance. Fast Casual repaid $ 83 and the remaining $ 15,246 of advances from the former officer were disposed as part of the disposal of CK Distribution, Inc upon his resignation in September 2025. 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 year ended December 31, 2025, the officer and director loaned another $ 39,000 under this note. The balance of the loan was $ 101,000 and $ 62,000 at December 31, 2025 and 2024, respectively. 25 FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY FOOTNOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Fast Casual’s notes payable to related parties consist of the following at: Schedule of notes payable to related parties December 31, 2025 2024 Notes payable, interest at 0%, unsecured, due December 31, 2026 $ — $ 62,000 Note payable, no interest, unsecured, due upon demand 17,000 17,000 Note payable, no interest, unsecured, due upon demand — 329 Total: 17,000 79,329 Less: current portion $ ( 17,000 ) $ ( 17,329 ) Long-term notes payable $ — $ 62,000 Long-term notes payable $ — $ 62,000 NOTE 3 - STOCKHOLDERS’ DEFICIT During the year ended December 31, 2025 Fast Casual issued 12,000 shares of its common stock for cash of $ 6,000 , or $ 0.50 per share. The value of the share transaction was determine through negotiations with third party purchasers of the common stock as approved by the Fast Casual board of directors. 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 was two 2 years, called 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. During 2025, $ 84 of fees were added to the principal balance of the loan. Schedule of EIDL payable A summary of the EIDL payable are as follows: December 31, 2025 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 26 FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY FOOTNOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Maturities of the above note payable are as follows at December 31, 2025: Schedule of maturities 2025 — 2026 — 2027 — 2028 — 2029 — 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 year ended December 31, 2025 has been presented as discontinued operations in the consolidated financial statements. Fast Casual recognized a gain on disposal of subsidiary as follows: Schedule of disposal of subsidiary Net lease assets and liabilities $ ( 31,805 ) Cash in bank 273 Notes payable, related party 116,246 Accounts payable 10,686 Net gain on disposal of subsidiary $ 94,854 27 FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY FOOTNOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 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 to the specialty beverage business as described above. As such, the franchise operations business qualified as discontinued operations as it represented a significant strategic shift in 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, 2025 and 2024 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, 2025 and 2024 are as follows: Schedule of operations For the Years Ended December 31, 2025 2024 REVENUES Beverage sales, net of fees $ 36,854 $ 3,312 Franchise income — 22,154 Total revenues 36,854 25,466 OPERATING EXPENSES Beverage product costs 10,495 3,268 Operating expenses — — General and administrative 75,998 — Professional fees 9,200 — Total operating expenses 95,693 3,268 OPERATING INCOME (LOSS) ( 58,839 ) 22,198 OTHER INCOME (EXPENSE) Asset impairment expense — ( 30,216 ) Gain from debt extinguishment — 1,419 Total other income (expense) — ( 28,797 ) Loss from discontinued operations $ ( 58,839 ) $ ( 6,599 ) Revenues from discontinued operations of beverage sales during the years ended December 31, 2025 and 2024 are net of $ 772 and $ 92 in processing fees, respectively. Total cash provided by operating activities of discontinued operations were $ 38,913 and $ 23,413 for the years ended December 31, 2025 and 2024, respectively. 28 FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY FOOTNOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 NOTE 8 - INCOME TAXES Fast Casual files income tax returns in the U.S. federal jurisdiction and the state of Pennsylvania. Fast Casual’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax assets consist of the following components as of December 31, 2025 and 2024: Schedule of net deferred tax assets 2025 2024 Deferred tax assets: Net operating loss carryforward $ 712,604 $ 692,851 Valuation allowance ( 712,604 ) ( 692,851 ) $ — $ — The federal income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 21% to pretax income from continuing operations for the years ended December 31, 2025 and 2024 due to the following: Schedule of federal income tax rate 2025 2024 Pre-tax book income $ 166 $ 14,739 Gain on disposal of subsidiary ( 19,919 ) ( 26,183 ) Gain on debt extinguishment — ( 26,183 ) Loss on asset impairment and disposal — 6,345 Valuation allowance 19,753 5,099 $ — $ — The Company had net operating losses of approximately $ 4,787,245 with state net operating losses beginning to expire in 2041. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. In accordance with the statute of limitations for federal tax returns, the Company’s federal tax returns for the years 2020 through 2024 are subject to examination. 29 Supplemental income tax disclosures follow: Schedule of deferred tax asset Income taxes paid: Federal $ 3,212 State — Foreign — Total income taxes paid $ 3,212 Income from continuing operations before income taxes: Domestic $ — Foreign — Income from continuing operations before income taxes $ — Income tax expense from continuing operations: Federal $ — State — Foreign — Total Income Tax Expense (Benefit) $ A reconciliation of income tax expense to the income tax expense computed at the statutory rate follows: Schedule of statutory rate Amount % Federal income tax expense (benefit)- at the statutory rate of 21% $ 166 21 % Adjustments: Other nontaxable and nondeductible items ( 19,919 ) ( 2515 % ) Valuation allowance ( 19,753 ) — $ — ( 2494 % ) 30 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.