FAST CASUAL CONCEPTS, INC. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are the controls and other procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of December 31, 2025, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our financial disclosure controls and procedures were not effective due to our limited internal resources and lack of ability to have multiple levels of transaction review. Management’s Report on Internal Control Over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, and effected by the board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions or that the degree of compliance with policies and procedures may deteriorate. Management has assessed our internal control system in relation to criteria for effective internal control over financial reporting described in “Internal Control-Integrated Framework” issued in 2013 by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. Based upon these criteria, we believe that, as of December 31, 2025, our system of internal control over financial reporting was not effective due to material weaknesses that were identified. The material weaknesses are caused by our limited internal resources and limited personnel. We presently have only two officers. The material weaknesses include: 1) no segregation of duties within the Company; 2) no management oversight or multiple levels of supervision and review; 3) no control documentation being produced and no one to review control documentation; and, 4) a lack of expertise in the application of generally accepted accounting principles. This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report. 31 Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information During the year ended December 31, 2025, no director or officer (as defined in SEC Rule 16a-1(f) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 405 of Regulation S-K. Item 9C. Disclosures Regarding Foreign Jurisdictions That Prevent Inspection Not Applicable. 32 Part III Item 10. Directors, Executive Officers, and Corporate Governance Information Concerning Directors Each of the persons named below currently serve as a director of the Company. Name Position Age Start Date George Athanasiadis CEO/Director 49 March 2019 MBA. Mr. Athanasiadis joined the Company as Chief Executive Officer, Secretary, and Principal Financial Officer in March 2019. Mr. Athanasiadis has a history of managing multiple successful businesses. He has experience at an executive level and has served on multiple boards and as an officer of multiple companies. He graduated from University of Florida with a Bachelor’s of Science in electrical engineering. He also has a masters degree in business and a masters degree in information technology. Recent Work History: Bright Business LLC – Owner and operator of import of LED light fixtures for multi family construction for the last 15 years. 2G Group LLC – Managing director of marketing group that specializes in information technology and business development Corporate Governance Director Independence Applying the definition of independence under Nasdaq rules, the board has determined that there are no independent directors on the board currently. Family Relationships There are no family relationships among any of our executive officers or directors. Attendance of Directors at Board Meetings and Annual Meeting of the Shareholders During 2025, the Board of Directors met (or acted via written consent) 2 times. Each director during this time frame attended at least 75% of the aggregate number of meetings held during his term of service. Board Committees The board does not have committees established at this time. Item 11. Executive Compensation During the previous year and through the 1 st quarter of this year Executive Compensation has been zero. Executive Compensation will begin as revenues increase. It is expected that compensation will begin in 2026 and will initially be $120,000 per year for executive board members that are working full time. Any additional board members that are not full time will be compensated on a contract basis and will be individually negotiated. Amount paid will not exceed the full time board members. 33 Review process for executive compensation is currently done between executives. As we increase revenues and growth there will be a specific committee established for the future. This committee will be The Compensation Committee. It is not yet established. The following table illustrates compensation accrued to director during the most recently ended fiscal year: Name Fees earned or paid in cash ($) (Wages Earned and Accrued) Stock awards ($) Option awards ($) Non-equity incentive compensation plan ($) Nonqualified deferred compensation earnings ($) All other compensation ($) Total ($) George Athanasiadis — — — — — — — There are no outstanding equity awards and no new employment contracts have been signed during the most recent fiscal year. Indemnification Our articles of incorporation, by-laws and director indemnification agreements provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or an officer of the Company or, in the case of a director, is or was serving at our request as a director, officer, or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by us to the fullest extent authorized by the Wyoming General Corporation Law against all expense, liability and loss reasonably incurred or suffered by such. Section 17 of the Wyoming Statutes permits a corporation to indemnify any director or officer of the corporation against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a derivative action, ( i.e ., one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine that the defendant is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability. Item 12. Security Ownership of Beneficial Owners and Management, and Related Stockholder Matters Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of common stock subject to options and warrants held by that person that are exercisable as of the Record Date or become exercisable within 60 days of the Record Date are deemed outstanding even if they have not actually been exercised. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. 34 The following tables set forth certain information with respect to beneficial ownership of the Company’s common stock as of March 31, 2026, based on 26,124,754 issued and outstanding shares of common stock, by: ● Each director and director nominee; ● Each named executive officer; and ● All of the executive officers and directors as a group. ● Each person known to be the beneficial owner of 5% or more of the Company’s outstanding common stock To our knowledge each person named in the tables below has sole voting and investment power with respect to the number of shares of common stock set forth opposite such person’s name. Title of Class Name and address of Beneficial Owner Amount of shares owned Nature of beneficial ownership Percent of class Voting Power Common George Athanasiadis 14,998,000 Officer/Director 57.4% 11.8% Preferred Series A George Athanasiadis 10,000,000 Officer/Director 100% 79.2% Item 13. Certain Relationships and Related Transactions, and Director Independence During the year ended December 31, 2025, George Athanasiadis, an officer and director of the Company, lent a total of $2,481 in short-term advances. The advances are unsecured, do not bear interest and are due on demand. As of December 31, 2025, the Company owes $2,481 under these short-term advances and $17,000 under a note payable issued in 2024. 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, 99Inc. 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. 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. Item 14. Principal Accountant Fees and Services Our auditor for the fiscal years ended December 31, 2025 and 2024, is M/s M.N. Vijay Kumar. The Company has ratified M/s M.N. Vijay Kumar, Independent Registered Public Accounting Firm, to audit our books, records and accounting for the year ended December 31, 2025. Our auditor for the fiscal year ended December 31, 2024, was also M/s M.N. Vijay Kumar. The aggregate fees billed for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows: Year Audit Fees Audit Related Fees Total Fees 2025 $ 25,000 $0 $25,000 2024 $25,000 $0 $25,000 Audit Fees: The aggregate fees billed for professional services rendered by the principal accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-K and other services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements for those fiscal years. Audit-Related Fees: The aggregate fees billed for assurance and related services rendered by the former principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under the previous item, Audit Fees. 35 PART IV Item 15. Exhibits and Financial Statement Schedules The following Exhibits are filed with this Report: Exhibit Number Exhibit Name 3.1 Articles of Incorporation of Fast Casual, Inc. (incorporated by reference) 3.2 Articles of Incorporation Amended and Restated of Fast Casual, Inc. (incorporated by reference) 3.3 Corporate Bylaws of Fast Casual, Inc. (incorporated by reference) 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.XSD Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File - formatted in Inline XBRL and contained in Exhibit 101 36 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. FAST CASUAL CONCEPTS, INC. By: /s/ George Athanasiadis Name: George Athanasiadis Title: Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ George Athanasiadis Chief Executive Officer, President, Secretary and Director (Principal Executive Officer and Principal Accounting and Financial Officer) March 31, 2026 George Athanasiadis 37