FAST CASUAL CONCEPTS, INC. 10-Q

ITEM 1. FINANCIAL STATEMENTS FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, 2026 December 31, 2025 ASSETS CURRENT ASSETS Cash $ 6,306 $ 202 Accounts receivable — 9,300 Prepaid expenses 4,375 625 Total current assets 10,681 10,127 TOTAL ASSETS $ 10,681 $ 10,127 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 9,886 $ 30,981 Notes payable, related party 19,481 19,481 Total current liabilities 29,367 50,462 Other non-current liabilities: Notes payable, related party 33,000 — SBA EID Loan 2020 114,484 114,484 Total non-current liabilities 147,484 114,484 TOTAL LIABILITIES 176,851 164,946 STOCKHOLDERS' DEFICIT Preferred stock; $ 0.001 par value, 10,000,000,000 and 10,000,000,000 shares authorized and 10,000,000,000 and 10,000,000,000 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 26,124,754 shares issued and outstanding 26,125 26,125 Additional paid-in capital 1,856,254 1,856,254 Accumulated deficit ( 2,058,549 ) ( 2,047,198 ) Total stockholders' deficit ( 166,170 ) ( 154,819 ) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 10,681 $ 10,127 The accompanying notes are an integral part of these unaudited consolidated financial statements. 3 FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the Three Months Ended June 30, For the Six months Ended June 30, 2026 2025 2026 2025 REVENUES Sales – Digital marketing $ 27,900 $ 18,500 $ 55,800 $ 18,500 OPERATING EXPENSES Operating expenses 17,876 4,400 35,707 4,400 General and administrative 2,220 4,217 4,618 4,287 Professional fees 16,129 3,148 24,698 12,737 Total operating expenses 36,225 11,765 65,023 21,424 Operating Income (Loss) ( 8,325 ) 6,735 ( 9,223 ) ( 2,924 ) OTHER EXPENSES Loss on disposal of subsidiary — ( 7,999 ) — ( 7,999 ) Interest expense ( 1,069 ) ( 2,127 ) ( 2,128 ) ( 2,127 ) Total other expenses ( 1,069 ) ( 10,126 ) ( 2,128 ) ( 10,126 ) Net loss from continuing operations $ ( 9,394 ) $ ( 3,391 ) $ ( 11,351 ) $ ( 13,050 ) Net income (loss) from discontinued operations — ( 33,637 ) — ( 60,939 ) Net income (loss) $ ( 9,394 ) $ ( 37,028 ) $ ( 11,351 ) $ ( 73,989 ) Basic and diluted net loss per common share Continuing operations $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) Discontinued operations $ — $ ( 0.00 ) $ — $ ( 0.00 ) Basic and diluted net loss per common share $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) Basic and diluted weighted average common shares outstanding 26,124,754 26,118,621 26,124,754 26,115,870 The accompanying notes are an integral part of these unaudited consolidated financial statements. 4 FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders' Deficit Shares Amount Shares Amount Balance, December 31, 2025 10,000,000 $ 10,000 26,124,754 $ 26,125 $ 1,856,254 $ ( 2,047,198 ) $ ( 154,819 ) Net loss for the six months ended June 30, 2026 — — — — — ( 11,351 ) ( 11,351 ) Balance, June 30, 2026 10,000,000 $ 10,000 26,124,754 $ 26,125 $ 1,856,254 $ ( 2,058,549 ) $ ( 166,170 ) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders' Deficit Shares Amount Shares Amount Balance, March 31, 2026 10,000,000 $ 10,000 26,124,754 $ 26,125 $ 1,856,254 $ ( 2,049,155 ) $ ( 156,776 ) Net loss for the six months ended June 30, 2026 — — — — — ( 9,394 ) ( 9,394 ) Balance, June 30, 2026 10,000,000 $ 10,000 26,124,754 $ 26,125 $ 1,856,254 $ ( 2,058,549 ) $ ( 166,170 ) Preferred Stock 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 loss for six months ended June 30, 2025 — — — — — ( 73,989 ) ( 73,989 ) Balance, June 30, 2025 10,000,000 $ 10,000 26,124,754 $ 26,125 $ 1,856,254 $ ( 2,121,979 ) $ ( 229,600 ) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders' Deficit Shares Amount Shares Amount Balance, March 31, 2025 10,000,000 $ 10,000 26,112,754 $ 26,113 $ 1,850,266 $ ( 2,084,951 ) $ ( 198,572 ) Net loss for the six months ended June 30, 2025 — — — — — ( 37,028 ) ( 37,028 ) Balance, June 30, 2025 10,000,000 $ 10,000 26,124,754 $ 26,125 $ 1,856,254 $ ( 2,121,979 ) $ ( 229,600 ) The accompanying notes are an integral part of these unaudited consolidated financial statements. 5 FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Six Months Ended June 30, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 11,351 ) $ ( 73,989 ) Adjustments to reconcile net loss to cash used by operating activities: Loss on disposal of subsidiary — 7,999 Changes in operating assets and liabilities: Accounts receivable 9,300 ( 18,500 ) Prepaid assets ( 3,750 ) ( 3,880 ) Leased assets — 34,127 Accounts payable and accrued expenses ( 21,095 ) 14,458 Lease liabilities — ( 22,500 ) Net cash used in operating activities ( 26,896 ) ( 62,285 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from the issuance of notes payable, related party 33,000 56,481 Common stock issued for cash — 6,000 Payments on notes payable, related party — ( 83 ) Net cash provided by (used in) financing activities 33,000 62,398 Net change in cash $ 6,104 $ 113 Cash, beginning of period $ 202 $ 247 Cash, end of period $ 6,306 $ 360 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest $ 2,885 $ 2,481 Cash paid for taxes $ — $ — The accompanying notes are an integral part of these unaudited consolidated financial statements. 6 FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 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 (PA). 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 . 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. GDS was incorporated on September 23, 2025 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 available to be issued, All 100,000 shares of common stock are issued to Fast Casual as its parent. On September 30, 2025, Fast Casual terminated its previous November 2024 acquisition of CK Distribution, LLC (“CK”). 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 six months ended June 30, 2026 (see Note 7). Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim consolidated financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim consolidated financial statements be read in conjunction with Fast Casual's most recent audited financial statements as of December 31, 2025. Operating results for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. 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 the sale of digital marketing services totaling $ 55,800 and $ 18,500 for the six months ended June 30, 2026 and 2025, respectively. 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. 7 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 June 30, 2026 or December 31, 2025. The calculation of basic and diluted net loss per share are as follows: Schedule of basic and diluted loss per share For the Six Months Ended June 30, 2026 2025 Basic and Fully Diluted Net Loss Per Common Share: Numerator: Net loss from continuing operations $ ( 11,351 ) $ ( 13,050 ) Net loss from discontinued operations $ — $ ( 60,939 ) Net loss $ ( 11,351 ) $ ( 73,989 ) Denominator: Basic and fully diluted weighted-average common shares outstanding 26,124,754 26,115,870 Net loss per share from continuing operations $ ( 0.00 ) $ ( 0.00 ) Net loss per share from discontinued operations $ — $ ( 0.00 ) Basic and fully diluted net loss per share $ ( 0.00 ) $ ( 0.00 ) NOTE 2 - RELATED PARTY TRANSACTIONS Advances Payable During the six months ended June 30, 2026, an officer and director of Fast Casual loaned the Company $ 33,000 . The loans are due December 31, 2028, unsecured and do not bare interest. The balance of the related party loans were $ 31,481 and $ 19,481 at June 30, 2026 and December 31, 2025, respectively. NOTE 3 - 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 EIDL are due in 30 years from the dates of issuance and 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 2025, $ 84 of fees were added to the principal balance of the loan. The balance of the EIDL was $ 114,484 and $ 114,484 at June 30, 2026 and December 31, 2025, respectively. NOTE 4 - 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 its digital marketing services 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. 8 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 5 - DISCONTINUED OPERATIONS 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 June 30, 2026. 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. The operating results of the Company’s discontinued operations for the six months ended June 30, 2026 and 2025 are as follows: Schedule of discontinued operations For the Six months Ended June 30, 2026 2025 REVENUES Beverage sales $ — $ 36,854 COST OF SALES Beverage product costs — 10,494 GROSS PROFIT – BEVERAGE SALES — 26,360 OPERATING EXPENSES Operating expenses — 85,199 Professional fees — 2,100 Total operating expenses — 87,299 Loss from discontinued operations $ — $ ( 60,939 ) Total cash provided by operating activities of discontinued operations were $ - sand $ 6,873 , respectively, for the six months ended June 30, 2026 and 2025, respectively. 9