Fast Casual Concepts (FCCI) posts Q1 loss, flags going-concern risk

Rhea-AI Filing Summary

Fast Casual Concepts, Inc. reported a small Q1 2026 net loss of $1,957, a sharp improvement from a $36,961 loss a year earlier, as it shifted fully into digital marketing with $27,900 in service revenue. Cash rose to $9,653, but the company remains highly leveraged, with $172,679 in total liabilities and a stockholders’ deficit of $156,776 as of March 31, 2026.

Management discloses substantial doubt about its ability to continue as a going concern due to ongoing losses, negative operating cash flow and limited liquidity, and plans to raise up to $5,000,000 via private placements. Debt includes a $114,484 Economic Injury Disaster Loan and $40,481 in related-party notes. Internal controls over financial reporting are considered ineffective because of a material weakness and lack of experienced accounting personnel.

Insights

Micro-cap equity analyst

Q1 loss is small, but going-concern risk and weak controls dominate.

Fast Casual Concepts generated modest digital marketing revenue of $27,900 in Q1 2026, trimming its net loss to only $1,957. Cash improved to $9,653, helped by $21,000 of new related-party debt, but the balance sheet remains fragile with a stockholders’ deficit of $156,776.

Management explicitly states “substantial doubt” about continuing as a going concern, citing recurring losses, negative operating cash flow and insufficient resources for the next 12 months. Total liabilities are $172,679, including an $114,484 Economic Injury Disaster Loan and $40,481 of related-party notes.

The company also reports a material weakness in internal controls, noting inadequate formal accounting policies and a need for more SEC-reporting expertise. Future disclosures in periodic reports will be important to track whether revenue growth, capital raising, or control remediation meaningfully change this risk profile.

Key Figures

Q1 2026 revenue: $27,900 Q1 2026 net loss: $1,957 Cash balance: $9,653 +5 more

8 metrics

Q1 2026 revenue $27,900 Digital marketing sales for the three months ended March 31, 2026

Q1 2026 net loss $1,957 Net loss from continuing operations for the quarter

Cash balance $9,653 Cash as of March 31, 2026

Total liabilities $172,679 Liabilities as of March 31, 2026

Stockholders’ deficit $156,776 Equity deficit as of March 31, 2026

Accumulated deficit $2,049,155 Accumulated losses as of March 31, 2026

Related-party loans $40,481 Notes payable to related parties at March 31, 2026

EIDL balance $114,484 Economic Injury Disaster Loan under CARES Act as of March 31, 2026

Key Terms

going concern, discontinued operations, Economic Injury Disaster Loans (EIDL), ASC 606, +2 more

6 terms

going concern financial

"has negative cash flows from operations, which 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 (EIDL) financial

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

ASC 606 financial

"recognizes revenue in accordance with the provisions of 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.

smaller reporting company regulatory

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

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

material weakness financial

"our disclosure controls and procedures were not effective as of March 31, 2026 due to the material weakness in our internal controls"

A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.

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

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FAQ

How did Fast Casual Concepts, Inc. (FCCI) perform financially in Q1 2026?

Fast Casual Concepts reported a small net loss of $1,957 for Q1 2026, compared with a $36,961 loss a year earlier. Revenue from digital marketing services reached $27,900, while cash increased to $9,653, mainly supported by new related-party debt financing.

What is the going-concern status of Fast Casual Concepts, Inc. (FCCI)?

Management states there is substantial doubt about Fast Casual’s ability to continue as a going concern. The company has recurring losses, negative cash flow from operations, limited liquidity, and a stockholders’ deficit, and is seeking to raise up to $5,000,000 through private stock placements.

What are the main liabilities of Fast Casual Concepts, Inc. (FCCI) as of March 31, 2026?

Total liabilities were $172,679, including current liabilities of $37,195 and non-current liabilities of $135,484. Key components are an Economic Injury Disaster Loan of $114,484 and related-party notes payable totaling $40,481, reflecting significant leverage versus assets.

What business is generating revenue for Fast Casual Concepts, Inc. (FCCI) now?

Fast Casual’s current revenue comes from digital marketing services provided through its subsidiary GDS Lumina, Inc. In Q1 2026, this business generated $27,900 in sales. Its former restaurant and specialty beverage operations are discontinued and reported as discontinued operations historically.

Does Fast Casual Concepts, Inc. (FCCI) have any internal control issues?

Yes. The company’s principal executive and financial officer concluded that disclosure controls and procedures were not effective as of March 31, 2026. A material weakness exists due to insufficient formal accounting policies and a shortage of personnel experienced in SEC financial reporting requirements.

How is Fast Casual Concepts, Inc. (FCCI) funding its operations in Q1 2026?

Operations are funded mainly through related-party debt and prior CARES Act borrowing. In Q1 2026, Fast Casual received $21,000 in new notes from an officer and director, and it continues to carry an $114,484 Economic Injury Disaster Loan, while operations used $11,549 of cash.

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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 March 31, 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.)
141 Amsterdam Rd. Grove City, PA 16127
(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 April 30, 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	10
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	13
Item 4.	Controls and Procedures	14
PART II. OTHER INFORMATION		14
Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	14
	Signatures	15

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

		March 31, 2026				December 31, 2025
ASSETS
CURRENT ASSETS
Cash		$	9,653			$	202
Accounts receivable			—				9,300
Prepaid expenses			6,250				625
Total current assets			15,903				10,127
TOTAL ASSETS		$	15,903			$	10,127
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses		$	17,714			$	30,981
Notes payable, related party			19,481				19,481
Total current liabilities			37,195				50,462
Other non-current liabilities:
Notes payable, related party			21,000				—
SBA EID Loan 2020			114,484				114,484
Total non-current liabilities			135,484				114,484
TOTAL LIABILITIES			172,679				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 26,112,754 shares issued and outstanding			26,125				26,125
Common stock subscribed			—				—
Additional paid-in capital			1,856,254				1,856,254
Accumulated deficit			(2,049,155	)			(2,047,198	)
Total stockholders' deficit			(156,776	)			(154,819	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	15,903			$	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 March 31,
		2026				2025
REVENUES
Sales – Digital marketing		$	27,900			$	—
OPERATING EXPENSES
Contract labor			17,831				—
Professional fees			8,569				9,589
General and administrative			2,398				70
Total operating expenses			28,798				9,659
Operating Loss			(898	)			(9,659	)
OTHER EXPENSES
Interest expense			(1,059	)			—
Total other expenses			(1,059	)			—
Net loss from continuing operations		$	(1,957	)		$	(9,659	)
Net loss from discontinued operations			—				(27,302	)
Net income (loss)		$	(1,957	)		$	(36,961	)
Basic and fully diluted net loss per common share:
Continuing operations		$	(0.00	)		$	(0.00	)
Discontinued operations		$	(0.00	)		$	(0.00	)
Basic and fully diluted net loss per common share		$	(0.00	)		$	(0.00	)
Basic and fully diluted weighted average common shares outstanding			26,124,754				26,112,754

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 three months ended March 31, 2026		—			—			—			—			—			(1,957	)			(1,957	)
Balance, March 31, 2026		10,000,000		$	10,000			26,124,754		$	26,125		$	1,856,254		$	(2,049,155	)		$	(156,776	)
	Preferred Stock						Common Stock						Additional Paid-in Capital			Accumulated Deficit				Total Stockholders' Deficit
	Shares			Amount			Shares			Amount
December 31, 2024		10,000,000		$	10,000			26,112,754		$	26,113		$	1,850,266		$	(2,047,990	)		$	(161,611	)
Net loss for three months ended March 31, 2025		—			—			—			—			—			(36,961	)			(36,961	)
Balance, March 31, 2025		10,000,000		$	10,000			26,112,754		$	26,113		$	1,850,266		$	(2,084,951	)		$	(198,572	)

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 Three Months Ended March 31,
		2026				2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(1,957	)		$	(36,961	)
Changes in operating assets and liabilities:
Accounts receivable			9,300				—
Prepaid assets			(5,625	)			(7,500	)
Leased assets			—				16,939
Accounts payable and accrued expenses			(13,267	)			(10,976	)
Lease liabilities							9,403
Net cash (used in)/provided by operating activities			(11,549	)			(29,095	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of notes payable, related party			21,000				29,000
Net cash provided by (used in) financing activities			21,000				29,000
Net change in cash		$	9,451			$	(95	)
Cash, beginning of year		$	202			$	247
Cash, end of year		$	9,653			$	152
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest		$	1,154			$	173
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

March 31, 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 three months ended March 31, 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 three months ended March 31, 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 $27,900 and $0 for the three months ended March 31, 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 

FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

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 March 31, 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 Three Months Ended March 31,
		2026				2025
Basic and Fully Diluted Net Loss Per Common Share:
Numerator:
Net loss from continuing operations		$	(1,957	)		$	(9,659	)
Net loss from discontinued operations		$	—			$	(27,302	)
Net loss		$	(1,957	)		$	(36,961	)
Denominator:
Basic and fully diluted weighted-average common shares outstanding			26,124,754				26,112,754
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 three months ended March 31, 2026, an officer and director of Fast Casual loaned the Company $21,000. The loans are due December 31, 2028, unsecured and do not bare interest. The balance of the related party loans were $40,481 and $19,481 at March 31, 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 2024, the Company was granted partial payment relief through a hardship accommodation plan, temporarily reducing the monthly payment to $58 per month in interest only payments until March 2025. During 2025, $84 of fees were added to the principal balance of the loan. The balance of the EIDL was $114,484 and $114,484 at March 31, 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:

8 

FAST CASUAL CONCEPTS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

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.

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 March 31, 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 three months ended March 31, 2026 and 2025 are as follows:

		For the Three Months Ended March 31,
		2026				2025
REVENUES
Beverage sales		$	—			$	16,571
COST OF SALES
Beverage product costs			—				1,560
GROSS PROFIT – BEVERAGE SALES			—				15,011
OPERATING EXPENSES
Operating expenses			—				40,213
Professional fees			—				2,100
Total operating expenses			—				42,313
Loss from discontinued operations		$	—			$	(27,302	)

Total cash provided by operating activities of discontinued operations were $- sand $5,963, respectively, for the three months ended March 31, 2026 and 2025, respectively.

9 

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 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 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 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 March 31, 2026 and 2025

Revenues

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

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

Net Loss

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 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 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 $172,679 and $164,946 at March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, respectively. Current liabilities consisted of accounts payable and accrued expenses totaling $17,714 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 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 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.

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Net Cash Provided by Financing Activities

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.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements of any kind for the three months ended March 31, 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.

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 three months endedMarch 31, 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.

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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.

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 March 31, 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 March 31, 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.

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Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting during the first 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

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)		April 30, 2026
George Athanasiadis

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