What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-01 compared with 2025-11-14 · 117 added, 189 removed, 70 unchanged (81% of the section changed)

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FUTURE RESULTS

This Quarterly Report on Form 10-Q contains forward-looking statements that

involve risks and uncertainties, as well as assumptions that, if they do not materialize or prove correct, could cause our results to

differ materially from those expressed or implied by such forward-looking statements.

All statements other than statements of historical

fact are statements that could be deemed forward-looking statements, including, but not limited to, statements concerning:

strategies and objectives for future operations;

This Quarterly Report on Form 10-Q contains forward-looking

statements that involve risks and uncertainties, as well as assumptions that, if they do not materialize or prove correct, could cause

our results to differ materially from those expressed or implied by such forward-looking statements.

All statements other than statements

of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, statements concerning:

our plans, strategies and objectives for future operations;

new products or developments;

future economic conditions, performance or outlook;

outcome of contingencies;

the outcome of contingencies;

expected cash flows or capital expenditures;

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opinions only as of the date of the filing of this Quarterly Report on Form 10-Q and are not guarantees of future performance or actual

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 was incorporated on June 23, 2025 under the laws of the state of Wyoming to pursue digital marketing.

On June 30, 2025, Fast Casual

terminated its previous November 2024 acquisition of CK Distribution, LLC (“CK”).

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.

CK was incorporated on July 10, 2023 under the laws of the state of Florida to pursue production, market and sale of specialty

CK was acquired by Fast Casual during November 2024 as the result of a private party agreement between the respective companies’

majority ownership.

During June 2025, the parties agreed to terminate the agreement with all personal shares being returned and all liabilities

of CK assumed by its new owner.

All balances and activity related to the franchising and CK specialty drink mix business have been shown

as discontinued operations as of and for the six months ended June 30, 2025 and 2024.

Fast Casual was incorporated to develop,

build, operate and franchise casual eating establishments.

All restaurant development, building, operations and franchising operations

were discontinued by the end of 2024.

Fast Casual acquired CK Distribution (“CK”) in November 2024 to pursue production, market

and sale of specialty drink mixes.

During June 2025, Fast Casual and the former owner of CK agreed to terminate the acquisition agreement.

As such, all balances and activity related to the CK specialty drink mix business have been shown as discontinued operations for the three

months ended March 31, 2025.

On September 23, 2025, the Company incorporated GDS Lumina, Inc.

(“GDS”) under the laws of the

state of Wyoming to pursue digital marketing, our current operations.

Going Concern

At September 30, 2025, we had $19,065 in total assets, all

current, $19,065 in current liabilities and a $2,120,890 accumulated deficit.

Our current liquidity resources are not sufficient to fund

the anticipated level of operations for at least the next 12 months from the date these consolidated financial statements were issued.

As a result, there is substantial doubt regarding the Company’ ability to continue as a going concern.

At March 31, 2026, we had $15,903 in total assets, all current,

$37,195 in current liabilities and a $2,049,155 accumulated deficit.

Our current liquidity resources are not sufficient to fund the anticipated

level of operations for at least the next 12 months from the date these consolidated financial statements were issued.

As a result, there

is substantial doubt regarding the Company’s ability to continue as a going concern.

The ability to continue Fast Casual’s operations depends

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Results of Operations

For the Three Months Ended September 30, 2025 and 2024

For the Three Months Ended March 31, 2026 and 2025

We recognized $27,900 and $0 in revenues during the three

months ended September 30, 2025 and 2024, respectively, from providing digital marketing services.

Operating Expenses

Operating expenses were $25,696 during the three months ended

September 30, 2025, compared to $8,837 during the three months ended September 30, 2024.

Operating expenses consisted of $7,444 and $0

in contract labor related to the delivery of digital marketing services, $12,597 and $7,064 in professional fees and $5,655 and $1,773

in general and administrative expenses during the three months ended September 30, 2025 and 2024, respectively.

Increases in contract

labor, professional fees, general and administrative expenses are mainly related to the Company’s discontinuation of the beverage

distribution business and entry into the digital marketing business.

Other Income and Expenses

Total net other income was $685 during the three months ended

September 30, 2025.

Other income consisted of $1,853 in gain on disposal of the beverage distribution business and $1,168 in interest

During the three months ended September 30, 2024 other expense consisted of $116 in interest expense.

Net Income (Loss) from Continuing Operations

As a result of the above, we recognized net income of $1,089 for the three months

ended September 30, 2025 and net loss of $8,953 for the three months ended September 30, 2024.

Net Income (Loss) from Discontinued Operations

Net income from discontinued operations related to franchise

operations totaled $0 and $1,833 for the three months ended September 30, 2025 and 2024, respectively.

Net Income (Loss)

As a result of the above, we recognized net income of $1,089 for the three months

ended September 30, 2025 and net loss of $7,120 for the three months ended September 30, 2024.

For the Nine Months Ended September 30, 2025 and 2024

We recognized $44,600 and $0 in revenues during the nine

months ended September 30, 2025 and 2024, respectively, from providing digital marketing services.

months ended March 31, 2026 and 2025, respectively, from providing digital marketing services.

Operating Expenses

Operating expenses were $28,798 during the three months ended

September 30, 2025, compared to $29,931 during the three months ended September 30, 2024.

Operating expenses consisted of $11,844 and

$0 in contract labor related to the delivery of digital marketing services, $27,434 and $23,763 in professional fees and $9,942 and $6,168

in general and administrative expenses during the three months ended September 30, 2025 and 2024, respectively.

Increases in contract

labor, professional fees, general and administrative expenses are mainly related to the Company’s discontinuation of the beverage

distribution business and entry into the digital marketing business.

Other Income and Expenses

Total other expenses were $9,441 during the nine months ended

September 30, 2025 and consisted of $6,146 in loss on disposal of the beverage distribution business and $3,295 in interest expense.

the nine months ended September 30, 2024 other expense consisted of $1,776 in interest expense.

Net Income (Loss) from Continuing Operations

As a result of the above, we recognized net income of $1,089 for the nine months

ended September 30, 2025 and net loss of $7,120 for the nine months ended September 30, 2024.

Net Income (Loss) from Discontinued Operations

March 31, 2026, compared to $9,659 during the three months ended March 31, 2025.

Operating expenses consisted of $17,831 and $0 in contract

labor related to the delivery of digital marketing services, $8,569 and $9,589 in professional fees and $2,398 and $70 in general and

administrative expenses during the three months ended March 31, 2026 and 2025, respectively.

Increases in contract labor and general and

administrative expenses are mainly related to the Company’s discontinuation of the specialty beverage distribution business and

entry into the digital marketing business during 2025.

Other Expenses

Total other expenses were $1,059 of interest expense during

the three months ended March 31, 2026.

There were no other expenses during the three months ended March 31, 2025.

Net Loss from Continuing Operations

As a result of the above, we recognized net loss of $1,957 and $9,659 for the three

months ended March 31, 2026 and 2025, respectively.

Net Loss from Discontinued Operations

Net loss from discontinued operations related to the specialty

drink mix business totaled $36,854 and $0 for the nine months ended September 30, 2025 and 2024, respectively, consisting of revenues

of $36,854 and $0 and operating expenses of $59,825 and $0.

Net income from discontinued operations related to franchise

operations totaled $0 and $2,037 for the nine months September 30, 2025 and 2024, respectively, consisting of revenues of $0 and $22,154

and other expenses of $20,117.

Net Income (Loss)

As a result of the above, we recognized net loss of $72,900 and $29,670 for the

nine months ended September 30, 2025 and 2024, respectively.

We anticipate losses from operations will increase during

the next twelve months due to anticipated increased payroll expenses as we add necessary staff to continue planned operations and increases

in legal and accounting expenses associated with maintaining a reporting company.

We expect that we will continue to have net losses from

operations for several years until revenues become sufficient to offset operating expenses.

beverage distribution business totaled $0 and $27,302 for the three months ended March 31, 2026 and 2025, respectively.

As a result of the above, we recognized net losses of $1,957 and $36,961 for the

three months ended March 31, 2026 and 2025, respectively.

Liquidity and Capital Resources of the Company

Total assets were $19,065 and $130,978 at September 30, 2025

and December 31, 2024, respectively.

Total assets consisted of current assets of $19,065 and $742 and non-current assets of $0 and $130,978

at September 30, 2025 and December 31, 2024, respectively.

Total and Current Assets

Total assets were $15,903 and $10,127 at March 31, 2026 and

December 31, 2025, respectively, all current.

Current assets consisted of $9,653 in cash and $6,250 in prepaid assets.

Current assets

Current assets as of September 30, 2025 totaled $19,065, consisting

of $7,265 in cash, $9,300 in accounts receivable and prepaid assets of $2,500.

Current assets as of December 31, 2024 totaled $742, consisting

of $247 in cash and prepaid assets of $495.

Non-Current Assets

Non-current assets at September 30, 2025 and December 31,

2024 totaled $0 and $130,978, respectively.

The balance at December 31, 2024 consisted of $130,236 in lease assets from discontinued operations.

as of December 31, 2025 totaled $10,127, consisting of $202 in cash, $9,300 in accounts receivable and prepaid assets of $625.

Total Liabilities

Total liabilities were $247,576 and $292,589 at September

Total liabilities were $172,679 and $164,946 at March 31,

2026 and December 31, 2025, respectively.

Total liabilities consists of current liabilities of $32,092 and $75,103 and non-current

liabilities of $247,576 and $292,589 at September 30, 2025 and December 31, 2024, respectively

Total liabilities consists of current liabilities of $37,195 and $50,462 and non-current liabilities

of $135,484 and $114,484 at March 31, 2026 and December 31, 2025, respectively.

Current Liabilities

Current liabilities totaled $37,195 and $50,462 as of as of

September 30, 2025 and December 31, 2024, respectively.

March 31, 2026 and December 31, 2025, respectively.

Current liabilities consisted of accounts payable and accrued expenses totaling $17,714

$12,611 and $12,356, respectively, notes payable to related parties totaling $19,481 and $17,329, respectively, and lease liability from

discontinued operations of $0 and $45,418, respectively.

and $30,981, respectively, and notes payable to related parties totaling $19,481 and $19,481, respectively.

Non-Current Liabilities

Non-current liabilities totaled $114,484 and $114,484 as of

as of September 30, 2025 and December 31, 2024, respectively.

Non-current liabilities consisted of notes payable to related parties totaling

$101,000 and $62,000, respectively, Notes payable of $114,484 and $114,400, respectively, and a lease liability from discontinued operations

of $0 and $41,806, respectively.

as of March 31, 2026 and December 31, 2025, respectively.

Non-current liabilities consisted of a notes payable of $114,484 and $114,400,

respectively, and notes payable to related parties totaling $21,000 and $0, respectively.

Net Cash Used in Operating Activities

During the nine months ended September 30, 2025, our

operating activities used net cash of $55,464.

Uses of cash during the nine months ended September 30, 2025 are mainly due to the $72,900

in net loss, offset by $9,437 net changes in operating assets and liabilities and $7,999 in non-cash loss on disposal of subsidiary.

During the nine months ended September 30, 2024, our operating

activities provided net cash of $526.

Uses of cash during the nine months ended September 30, 2024 are mainly due to the $10,079 in net

changes in operating assets and liabilities and $20,117 in non-cash loss on disposal of subsidiary, partially offset by $29,670 in net

During the three months ended March 31, 2026, our operating

activities used net cash of $11,549.

Uses of cash during the three months ended March 31, 2026 are mainly due to a $13,267 decrease in

accounts payable and accrued expenses, a $5,625 increase in prepaid assets and the $1,957 in net loss, partially offset by a $9,300 decrease

in accounts payable.

During the three months ended March 31, 2025, our operating

activities used net cash of $29,095.

Uses of cash during the three months ended March 31, 2025 are mainly due to the $36,961 net loss

as well as a $7,500 increase in prepaid assets.

Uses are partially offset by a $9,403 increase in accounts payable and accrued expenses

and net changes of $5,963 in discontinued lease assets and liabilities.

Net Cash Provided by Financing Activities

During the nine months ended September 30, 2025, we received

$6,000 from the sale of common stock and $56,565 from notes payable to related parties and repaid $83 in related party advances.

$31,959 in related party advances during the nine months ended September 30, 2024 and repaid $61,780 in related party advances.

$829 in payments on notes payable during the none months ended September 30, 2024.

At September 30, 2025 and December 31, 2024, we had a working

During the three months ended March 31, 2026 and 2025, we

received $21,000 and $29,000 from notes payable from related parties, respectively.

At March 31, 2026 and December 31, 2025, we had a working

capital deficit of $21,292 and $40,335, respectively.

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We had no off-balance sheet arrangements of any kind for the

nine months ended September 30, 2025 or 2024.

three months ended March 31, 2026 or 2025.

Critical Accounting Policies

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judgment because of the sensitivity of the methods, assumptions and estimates used in the preparation of our financial statements.

Revenue Recognition Policy

Fast Casual 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 $18,500 for the six months ended June 30, 2025.

Revenue from discontinued operations from the specialty drink mix were $36,854 and $0, and franchising revenue was $0 and $20,321 during

the six months ended June 30, 2025 and 2024, respectively.

Operating lease liabilities represented the present value

of lease payments not yet paid.

Operating lease assets represented rights to use an underlying asset and are based upon the operating

lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating

lease assets.

To determine the present value of lease payments not yet paid, incremental borrowing rates corresponding to the reasonably

certain lease term were estimated.

If the estimate of our incremental borrowing rate was changed, operating lease assets and liabilities

could differ materially.

Long Lived Assets

Long-lived assets to be held and used are reviewed for impairment

whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Fast Casual evaluates

the recoverability of long-lived assets based upon forecasted undiscounted cash flows.

The carrying amount of a long-lived asset is not

recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.

Should impairment in value be indicated, the carrying value of long-lived assets will be

adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset.

disposed of are reported at the lower of the carrying amount or the fair value less cost to sell.

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.

for doubtful accounts are established for estimated losses resulting from the inability of customers to make required payments.

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

We recognize 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.

Accordingly, we recognize revenue based on the allocation of the transaction price to each performance

obligation as each performance obligation in a contract is satisfied.

We generated revenue from continuing operations from the sale of

digital marketing services during the three months endedMarch 31, 2026.

Operating lease liabilities represented

the present value of lease payments not yet paid.

Operating lease assets represented rights to use an underlying asset and are based upon

the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment

of operating lease assets.

To determine the present value of lease payments not yet paid, incremental borrowing rates corresponding to

the reasonably certain lease term were estimated.

If the estimate of our incremental borrowing rate was changed, operating lease assets

and liabilities could differ materially.

Stock Based Compensation

We record stock-based compensation using the fair value method.

Equity instruments issued to employees and the cost of the services received as consideration 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 based on the fair value of the consideration received or the fair value of the

equity instrument issued, whichever is more reliably measurable.

The Company accounts for income taxes under the asset and

liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events

that have been included in the financial statements.

Under this method, deferred tax assets and liabilities are determined based on the

differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in

which the differences are expected to reverse.

Valuation allowances are established when necessary to reduce deferred tax assets to the

amount expected to be realized.

The Company has incurred net operating losses in prior years for financial-reporting and tax-reporting

Accordingly, for Federal income tax purposes, the benefit for income taxes has been offset entirely by a valuation allowance

against the related federal and state deferred tax assets.

Fair Value Measurements

Fair value is defined as the price that would be received

to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources

(observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information

available in the circumstances (unobservable inputs).

The fair value hierarchy consists of three broad levels,

which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest

priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy under are described as follows:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 2 inputs include quoted prices for similar assets or liabilities in active markets;

quoted prices for identical or similar assets or liabilities in markets that are not active;

inputs other than quoted prices that are observable for the asset or liability;

and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 – Inputs that are unobservable and significant for the asset or liability.

The carrying values of cash and 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

The recorded values of all other financial instruments approximate their current fair values because of their nature and respective

maturity dates or durations.

Stock Based Compensation

We record stock-based compensation using

the fair value method.

Equity instruments issued to employees and the cost of the services received as consideration 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 based on the fair value of the consideration received

or the fair value of the equity instrument issued, whichever is more reliably measurable.

We account for income taxes under the

asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences

of events that have been included in the financial statements.

Under this method, deferred tax assets and liabilities are determined based

on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the

year in which the differences are expected to reverse.

Valuation allowances are established when necessary to reduce deferred tax assets

to the amount expected to be realized.

Quantitative and Qualitative Disclosures about

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis