Fast Casual Concepts (FCCI) trims loss but warns on going concern

Rhea-AI Filing Summary

Fast Casual Concepts, Inc. reported modest but growing digital marketing revenue of $27,900 for the quarter and $55,800 for the six months ended June 30, 2026, up from $18,500 in the prior-year periods. Net loss from continuing operations was $9,394 for the quarter and $11,351 year-to-date, compared with $3,391 and $13,050 a year earlier. Including discontinued CK beverage operations in 2025, total net loss improved from $73,989 to $11,351 for the six-month period.

At June 30, 2026, total assets were $10,681, total liabilities $176,851 and stockholders’ deficit $166,170, reflecting significant leverage including an Economic Injury Disaster Loan of $114,484 and related-party debt. Management states there is substantial doubt about the ability to continue as a going concern and plans to grow digital marketing while seeking up to $5,000,000 in additional equity financing. Disclosure controls were deemed ineffective due to material weaknesses and limited SEC-reporting resources.

Positive

• Six-month net loss narrowed from $73,989 in 2025 to $11,351 in 2026 as discontinued CK specialty beverage operations were removed and the digital marketing focus took hold.
• Digital marketing revenue rose from $18,500 to $55,800 for the six months ended June 30, 2026, indicating early growth in the company’s new business line.

Negative

• At June 30, 2026 total liabilities of $176,851 versus assets of $10,681 resulted in a stockholders’ deficit of $166,170 and a working capital deficit of $18,686.
• Management explicitly notes substantial doubt about the company’s ability to continue as a going concern without new capital and improved cash flows.
• Disclosure controls and procedures were concluded to be not effective due to material weaknesses and a lack of formal accounting policies and sufficient SEC-reporting personnel.
• Operations used $26,896 of cash in the first half of 2026 and were funded primarily by $33,000 of new, non-interest-bearing related-party loans due in 2028.

Filing Explained

At June 30, 2026, operations used $26,896 in cash while a $33,000 related-party loan, not equity, provided the period’s financing.

Fast Casual Concepts filed this unaudited Form 10-Q for the period ended June 30, 2026. The period’s reported financing was debt, not an equity issuance, so it increased obligations without changing the disclosed common-share count.

During the six months, the company received $33,000 through notes payable to related parties, while the cash-flow statement reports no cash from common-stock issuance. At June 30, 2026, the company reported 26,124,754 issued and outstanding common shares and no outstanding dilutive instruments.

Issuing additional shares would increase the total share count and reduce an existing holder’s percentage ownership absent offsetting changes; this filing does not report that event for the six-month period.

Operations used $26,896 of cash during the six months, leaving $6,306 of cash at period-end; the related-party borrowing was the reported financing inflow that more than offset that operating use during the period.

Key Figures

Six-month revenue 2026: $55,800 Six-month net loss 2026: $11,351 Six-month net loss 2025: $73,989 +5 more

8 metrics

Six-month revenue 2026 $55,800 Revenue from digital marketing services for the six months ended June 30, 2026

Six-month net loss 2026 $11,351 Net loss from continuing operations for the six months ended June 30, 2026

Six-month net loss 2025 $73,989 Total net loss including discontinued operations for the six months ended June 30, 2025

Total assets $10,681 Total assets, all current, as of June 30, 2026

Total liabilities $176,851 Total liabilities as of June 30, 2026

Stockholders' deficit $166,170 Total stockholders' deficit as of June 30, 2026

Working capital deficit $18,686 Working capital deficit at June 30, 2026

EIDL loan balance $114,484 Economic Injury Disaster Loans outstanding at June 30, 2026

Key Terms

going concern, discontinued operations, Economic Injury Disaster Loans, stockholders' deficit, +2 more

6 terms

going concern financial

"losses and negative cash flows raise substantial doubt about its ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

discontinued operations financial

"all balances and activity related to CK business have been shown as discontinued operations"

Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.

Economic Injury Disaster Loans financial

"borrowed a total of $114,400 in Economic Injury Disaster Loans (EIDL)"

stockholders' deficit financial

"Total stockholders' deficit was $(166,170) at June 30, 2026"

When a company's total liabilities exceed its total assets, the owner's equity becomes negative and is reported as a stockholders' deficit. It shows that, on paper, the business owes more than it owns — like a homeowner whose mortgage balance is larger than the home's market value. Investors watch this because it signals financial strain, higher risk of dilution or default, and can limit a company's ability to pay dividends, borrow, or grow.

ASC 606 financial

"recognizes revenue in accordance with FASB ASC 606, Revenue From Contracts With Customers"

A U.S. accounting standard that sets consistent rules for when and how companies record revenue from contracts with customers, focusing on the transfer of promised goods or services. It matters to investors because it affects the timing and amount of reported sales and profit—like deciding whether a contractor can count payment when a job starts, progresses, or finishes—so it improves comparability and helps assess a company's true economic performance.

related party transactions financial

"an officer and director of Fast Casual loaned the Company $33,000 as related party transactions"

Transactions between a company and people or entities that have close ties to it—such as executives, board members, major shareholders, family members, or related companies—where the parties are not independent. These deals matter to investors because they can create conflicts of interest or hide favorable terms that distort a company’s true profits and risks; think of it like a business buying or selling to a family member instead of using the open market, which can lead to biased prices or undisclosed obligations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What were Fast Casual Concepts (FCCI) revenues for the six months ended June 30, 2026?

Fast Casual Concepts generated $55,800 in revenue for the six months ended June 30, 2026, all from digital marketing services. This compares with $18,500 a year earlier, reflecting the company’s pivot away from restaurants and beverage mixes toward its GDS Lumina digital marketing subsidiary.

What net loss did Fast Casual Concepts (FCCI) report for the first half of 2026?

The company reported a six-month net loss of $11,351 from continuing operations for 2026. Including discontinued CK beverage operations in 2025, total net loss improved from $73,989 in the prior-year period to $11,351, primarily because discontinued operations no longer contributed losses.

What is Fast Casual Concepts (FCCI) financial position as of June 30, 2026?

As of June 30, 2026, Fast Casual Concepts had total assets of $10,681 and total liabilities of $176,851, resulting in a stockholders’ deficit of $166,170. Management also reports a working capital deficit of $18,686, highlighting significant balance sheet pressure.

Does Fast Casual Concepts (FCCI) face a going concern risk?

Yes. Management states there is substantial doubt about Fast Casual Concepts’ ability to continue as a going concern. The company has recurring losses, negative cash flows from operations, a stockholders’ deficit, and expects to need additional equity or debt financing to support operations.

What is the current business focus of Fast Casual Concepts (FCCI)?

Fast Casual Concepts has exited restaurant and specialty beverage operations and now focuses on digital marketing through its wholly owned subsidiary GDS Lumina, Inc. All prior restaurant and CK Distribution activities are discontinued operations, while current revenues come solely from digital marketing services.

What key debts and related-party obligations does Fast Casual Concepts (FCCI) have?

The company carries an Economic Injury Disaster Loan balance of $114,484 and related-party loans. During the first half of 2026, an officer and director lent $33,000, due December 31, 2028, unsecured and non-interest-bearing, supporting liquidity amid operating cash outflows.

How effective are Fast Casual Concepts (FCCI) internal controls and disclosure procedures?

Management concluded disclosure controls and procedures were not effective as of June 30, 2026. Material weaknesses include failure to maintain formal accounting policies and controls for complex transactions and a need for additional accounting personnel experienced in SEC reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 for the quarterly period ended June 30, 2026

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 for the transition period from ____________ to ____________.

Commission file number:  000-54457

FAST CASUAL CONCEPTS, INC.

(Exact name of registrant as specified in its charter)

Wyoming		83-4100110
(State of incorporation)		(IRS Employer Identification No.)
30 N Gould Street #60224 Sheridan, WY 82801
(Address of principal executive offices) (Zip Code)
(727) 692-3348
(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered	Ticker symbol
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes þ   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer”, "accelerated filer,” "smaller reporting company” and "emerging growth company” in rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☑	Smaller reporting company	☑
		Emerging growth company	☑

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐   No ☑

As of July 31 2026, there were 26,124,754 issued and outstanding shares of common stock.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	16
Item 4.	Controls and Procedures	16
PART II. OTHER INFORMATION		17
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	18
	Signatures	19

PART I. FINANCIAL INFORMATION

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.

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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.

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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.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT 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: our plans, strategies and objectives for future operations; new products or developments; future economic conditions, performance or outlook; the outcome of contingencies; expected cash flows or capital expenditures; our beliefs or expectations; activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future; and assumptions underlying any of the foregoing. Forward-looking statements may be identified by their use of forward-looking terminology, such as “believes,” “expects,” “may,” “should,” “would,” “will,” “intends,” “plans,” “estimates,” “anticipates,” “projects” and similar words or expressions. You should not place undue reliance on these forward-looking statements, which reflect our management’s 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 results.

Overview

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 six months ended June 30, 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 June 30, 2026, we had $10,681 in total assets, all current, $41,367 in current liabilities and a $2,058,549 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 on its ability to generate and grow revenue and results of operations as well as our ability to access capital markets when necessary to accomplish strategic objectives. We expect to continue to incur losses for the immediate future and will need additional equity or debt financing until we can achieve profitability and positive cash flows from operating activities. Our future capital requirements for operations will depend on many factors, including the ability to generate revenues and obtain capital.

There is no assurance that we will ever be profitable or that debt or equity financing will be available to us. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern. There is no assurance we will be successful in any of these goals.

Results of Operations

For the Three Months Ended June 30, 2026 and 2025

Revenues

We recognized $27,900 and $18,500 in revenues during the three months ended June 30, 2026 and 2025, respectively, from providing digital marketing services.

Operating Expenses

Operating expenses were $36,225 during the three months ended June 30, 2026, compared to $11,765 during the three months ended June 30, 2025. Operating expenses consisted of $17,876 and $4,400 in operating expenses such as contract labor related to the delivery of digital marketing services, $16,129 and $3,148 in professional fees and $2,220 and $4,217 in general and administrative expenses during the three months ended June 30, 2026 and 2025, respectively. Increases in operating expenses and professional fees are mainly related to the Company’s discontinuation of the specialty beverage distribution business and entry into the digital marketing business during the second quarter of 2025.

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Other Expenses

Total other expenses consisted of $1,069 and $2,127 of interest expenses and $0 and $7,999 in losses from disposal of subsidiary during the three months ended June 30, 2026 and 2025, respectively.

Net Loss from Continuing Operations

As a result of the above, we recognized net loss of $9,394 and $3,391 for the three months ended June 30, 2026 and 2025, respectively.

Net Loss from Discontinued Operations

Net loss from discontinued operations related to the specialty beverage distribution business totaled $0 and $33,637 for the three months ended June 30, 2026 and 2025, respectively.

Net Loss

As a result of the above, we recognized net losses of $9,394 and $37,028 for the three months ended June 30, 2026 and 2025, respectively.

For the Six months Ended June 30, 2026 and 2025

Revenues

We recognized $55,800 and $18,500 in revenues during the six months ended June 30, 2026 and 2025, respectively, from providing digital marketing services.

Operating Expenses

Operating expenses were $65,023 during the six months ended June 30, 2026, compared to $21,424 during the six months ended June 30, 2025. Operating expenses consisted of $35,707 and $4,400 in operating expenses such as contract labor related to the delivery of digital marketing services, $24,698 and $12,737 in professional fees and $4,618 and $4,287 in general and administrative expenses during the six months ended June 30, 2026 and 2025, respectively. Increases in all categories are mainly related to the Company’s discontinuation of the specialty beverage distribution business and entry into the digital marketing business during the second quarter of 2025.

Other Expenses

Total other expenses consisted of $2,128 and $2,127 of interest expenses and $0 and $7,999 in losses from disposal of subsidiary during the six months ended June 30, 2026 and 2025, respectively.

Net Loss from Continuing Operations

As a result of the above, we recognized net loss of $11,351 and $13,050 for the six months ended June 30, 2026 and 2025, respectively.

Net Loss from Discontinued Operations

Net loss from discontinued operations related to the specialty beverage distribution business totaled $0 and $60,939 for the six months ended June 30, 2026 and 2025, respectively.

Net Loss

As a result of the above, we recognized net losses of $11,351 and $73,989 for the six months ended June 30, 2026 and 2025, respectively.

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Liquidity and Capital Resources of the Company

Total and Current Assets

Total assets were $10,681 and $10,127 at June 30, 2026 and December 31, 2025, respectively, all current. Current assets consisted of $6,306 in cash and $4,375 in prepaid assets. Current assets 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 $176,851 and $164,946 at June 30, 2026 and December 31, 2025, respectively. Total liabilities consist of current liabilities of $29,367 and $50,462 and non-current liabilities of $147,484 and $114,484 at June 30, 2026 and December 31, 2025, respectively.

Current Liabilities

Current liabilities totaled $26,367 and $50,462 as of as of June 30, 2026 and December 31, 2025, respectively. Current liabilities consisted of accounts payable and accrued expenses totaling $9,886 and $30,981, respectively, and notes payable to related parties totaling $19,481 and $19,481, respectively.

Non-Current Liabilities

Non-current liabilities totaled $147,484 and $114,484 as of as of June 30, 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 $33,000 and $0, respectively.

Net Cash Used in Operating Activities

During the six months ended June 30, 2026, our operating activities used net cash of $26,896. Uses of cash during the six months ended June 30, 2026 are mainly due to a $21,095 decrease in accounts payable and accrued expenses, a $3,750 increase in prepaid assets and the $13,351 in net loss, partially offset by a $9,300 decrease in accounts receivable.

During the six months ended June 30, 2025, our operating activities used net cash of $62,285. Uses of cash during the six months ended June 30, 2025 are mainly due to the $73,989 net loss as well as a $3,880 increase in prepaid assets and $18,500 increase in accounts receivable. Uses are partially offset by a $14,458 increase in accounts payable and accrued expenses and net changes of $11,627 in discontinued lease assets and liabilities.

Net Cash Provided by Financing Activities

During the six months ended June 30, 2026 and 2025, we received $33,000 and $56,481 from notes payable from related parties and $0 and $6,000 in cash from the sale of common stock, respectively.

At June 30, 2026 and December 31, 2025, we had a working capital deficit of $18,686 and $40,335, respectively.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements of any kind for the six months ended June 30, 2026 or 2025.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. We continuously evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

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We believe the following critical accounting policies are important to the portrayal of our financial condition and results of operations and require our management’s subjective or complex judgment because of the sensitivity of the methods, assumptions and estimates used in the preparation of our financial statements.

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

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 six months ended June 30, 2026.

Leases

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

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.

Income Taxes

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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a "smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act”) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial and Accounting Officer, as appropriate to allow timely decisions regarding required disclosure.

13 

We carried out an evaluation under the supervision and with the participation of management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026, the end of the period covered by this report. Based on that evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2026 due to the material weakness in our internal controls over financial reporting, including our failure to design and maintain formal accounting policies, processes, and controls to analyze, and account for complex transactions as well as a need for additional accounting personnel who have the requisite experience in SEC reporting regulation.

Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by the Board, 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 GAAP and includes those policies and procedures that:

	●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
	●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures of are being made only in accordance with authorizations of our management and directors; and
	●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting during the second quarter of 2026, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, which have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

For information regarding risk factors, see “Part I. Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

N/A

14 

Item 5. Other Information

None.

Item 6. Exhibits

EXHIBIT NO.		DESCRIPTION
31		CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
32		CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.
101.INS		Inline XBRL Instance Document
101.SCH		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 as Inline XBRL and contained in Exhibit 101)

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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 Financial and Accounting Officer)		July 31, 2026
George Athanasiadis

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