Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

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

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"). GDS was incorporated on June 23, 2025 under the laws of the state of Wyoming to pursue digital marketing. On June 30, 2025, Fast Casual terminated its previous November 2024 acquisition of CK Distribution, LLC ("CK").

Fast Casual was incorporated to develop, build, operate and franchise casual eating establishments. All restaurant development, building and operations were discontinued on October 1, 2022. The remaining franchising operations were discontinued during 2024 with the shuttering of the last franchised eating establishment. CK was incorporated on July 10, 2023 under the laws of the state of Florida to pursue production, market and sale of specialty 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. During June 2025, the parties agreed to terminate the agreement with all personal shares being returned and all liabilities of CK assumed by its new owner. All balances and activity related to the franchising and CK specialty drink mix business have been shown as discontinued operations as of and for the six months ended June 30, 2025 and 2024.

Going Concern

At September 30, 2025, we had $19,065 in total assets, all current, $19,065 in current liabilities and a $2,120,890 accumulated deficit. Our current liquidity resources are not sufficient to fund the anticipated level of operations for at least the next 12 months from the date these consolidated financial statements were issued. As a result, there is substantial doubt regarding the Company' ability to continue as a going concern.

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 September 30, 2025 and 2024

Revenues

We recognized $26,100 and $0 in revenues during the three months ended September 30, 2025 and 2024, respectively, from providing digital marketing services.

Operating Expenses

Operating expenses were $25,696 during the three months ended September 30, 2025, compared to $8,837 during the three months ended September 30, 2024. Operating expenses consisted of $7,444 and $0 in contract labor related to the delivery of digital marketing services, $12,597 and $7,064 in professional fees and $5,655 and $1,773 in general and administrative expenses during the three months ended September 30, 2025 and 2024, respectively. Increases in contract labor, professional fees, general and administrative expenses are mainly related to the Company's discontinuation of the beverage distribution business and entry into the digital marketing business.

Other Income and Expenses

Total net other income was $685 during the three months ended September 30, 2025. Other income consisted of $1,853 in gain on disposal of the beverage distribution business and $1,168 in interest expense. During the three months ended September 30, 2024 other expense consisted of $116 in interest expense.

Net Income (Loss) from Continuing Operations

As a result of the above, we recognized net income of $1,089 for the three months ended September 30, 2025 and net loss of $8,953 for the three months ended September 30, 2024.

Net Income (Loss) from Discontinued Operations

Net income from discontinued operations related to franchise operations totaled $0 and $1,833 for the three months ended September 30, 2025 and 2024, respectively.

Net Income (Loss)

As a result of the above, we recognized net income of $1,089 for the three months ended September 30, 2025 and net loss of $7,120 for the three months ended September 30, 2024.

For the Nine Months Ended September 30, 2025 and 2024

Revenues

We recognized $44,600 and $0 in revenues during the nine months ended September 30, 2025 and 2024, respectively, from providing digital marketing services.

Operating Expenses

Operating expenses were $49,220 during the three months ended September 30, 2025, compared to $29,931 during the three months ended September 30, 2024. Operating expenses consisted of $11,844 and $0 in contract labor related to the delivery of digital marketing services, $27,434 and $23,763 in professional fees and $9,942 and $6,168 in general and administrative expenses during the three months ended September 30, 2025 and 2024, respectively. Increases in contract labor, professional fees, general and administrative expenses are mainly related to the Company's discontinuation of the beverage distribution business and entry into the digital marketing business.

Other Income and Expenses

Total other expenses were $9,441 during the nine months ended September 30, 2025 and consisted of $6,146 in loss on disposal of the beverage distribution business and $3,295 in interest expense. During the nine months ended September 30, 2024 other expense consisted of $1,776 in interest expense.

Net Income (Loss) from Continuing Operations

As a result of the above, we recognized net income of $1,089 for the nine months ended September 30, 2025 and net loss of $7,120 for the nine months ended September 30, 2024.

Net Income (Loss) from Discontinued Operations

Net loss from discontinued operations related to the specialty drink mix business totaled $36,854 and $0 for the nine months ended September 30, 2025 and 2024, respectively, consisting of revenues of $36,854 and $0 and operating expenses of $59,825 and $0.

Net income from discontinued operations related to franchise operations totaled $0 and $2,037 for the nine months September 30, 2025 and 2024, respectively, consisting of revenues of $0 and $22,154 and other expenses of $20,117.

Net Income (Loss)

As a result of the above, we recognized net loss of $72,900 and $29,670 for the nine months ended September 30, 2025 and 2024, respectively.

We anticipate losses from operations will increase during the next twelve months due to anticipated increased payroll expenses as we add necessary staff to continue planned operations and increases in legal and accounting expenses associated with maintaining a reporting company. We expect that we will continue to have net losses from operations for several years until revenues become sufficient to offset operating expenses.

Liquidity and Capital Resources of the Company

Total Assets

Total assets were $19,065 and $130,978 at September 30, 2025 and December 31, 2024, respectively. Total assets consisted of current assets of $19,065 and $742 and non-current assets of $0 and $130,978 at September 30, 2025 and December 31, 2024, respectively.

Current Assets

Current assets as of September 30, 2025 totaled $19,065, consisting of $7,265 in cash, $9,300 in accounts receivable and prepaid assets of $2,500. Current assets as of December 31, 2024 totaled $742, consisting of $247 in cash and prepaid assets of $495.

Non-Current Assets

Non-current assets at September 30, 2025 and December 31, 2024 totaled $0 and $130,978, respectively. The balance at December 31, 2024 consisted of $130,236 in lease assets from discontinued operations.

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Total Liabilities

Total liabilities were $247,576 and $292,589 at September 30, 2025 and December 31, 2024, respectively. Total liabilities consists of current liabilities of $32,092 and $75,103 and non-current liabilities of $247,576 and $292,589 at September 30, 2025 and December 31, 2024, respectively

Current Liabilities

Current liabilities totaled $32,092 and $75,103 as of as of September 30, 2025 and December 31, 2024, respectively. Current liabilities consisted of accounts payable and accrued expenses totaling $12,611 and $12,356, respectively, notes payable to related parties totaling $19,481 and $17,329, respectively, and lease liability from discontinued operations of $0 and $45,418, respectively.

Non-Current Liabilities

Non-current liabilities totaled $215,484 and $217,486 as of as of September 30, 2025 and December 31, 2024, respectively. Non-current liabilities consisted of notes payable to related parties totaling $101,000 and $62,000, respectively, Notes payable of $114,484 and $114,400, respectively, and a lease liability from discontinued operations of $0 and $41,806, respectively.

Net Cash Used in Operating Activities

During the nine months ended September 30, 2025, our operating activities used net cash of $55,464. Uses of cash during the nine months ended September 30, 2025 are mainly due to the $72,900 in net loss, offset by $9,437 net changes in operating assets and liabilities and $7,999 in non-cash loss on disposal of subsidiary.

During the nine months ended September 30, 2024, our operating activities provided net cash of $526. Uses of cash during the nine months ended September 30, 2024 are mainly due to the $10,079 in net changes in operating assets and liabilities and $20,117 in non-cash loss on disposal of subsidiary, partially offset by $29,670 in net loss.

Net Cash Provided by Financing Activities

During the nine months ended September 30, 2025, we received $6,000 from the sale of common stock and $56,565 from notes payable to related parties and repaid $83 in related party advances. We received $31,959 in related party advances during the nine months ended September 30, 2024 and repaid $61,780 in related party advances. We made $829 in payments on notes payable during the none months ended September 30, 2024.

At September 30, 2025 and December 31, 2024, we had a working capital deficit of $13,027 and $74,361, respectively.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements of any kind for the nine months ended September 30, 2025 or 2024.

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.

Revenue Recognition Policy

Fast Casual recognizes revenue based on the allocation of the transaction price to each performance obligation as each performance obligation in a contract is satisfied. Fast Casual recognized revenue from continuing operations from the sale of digital marketing services totaling $18,500 for the six months ended June 30, 2025. Revenue from discontinued operations from the specialty drink mix were $36,854 and $0, and franchising revenue was $0 and $20,321 during the six months ended June 30, 2025 and 2024, respectively.

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.

Long Lived Assets

Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Fast Casual evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Should impairment in value be indicated, the carrying value of long-lived assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less cost to sell.

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

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has incurred net operating losses in prior years for financial-reporting and tax-reporting purposes. Accordingly, for Federal income tax purposes, the benefit for income taxes has been offset entirely by a valuation allowance against the related federal and state deferred tax assets.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under are described as follows:

	●	Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.
	●	Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
	●	Level 3 - Inputs that are unobservable and significant for the asset or liability.

The carrying values of cash and prepaid assets, accounts payable and accrued liabilities, notes payable and notes payable, related party, approximate fair value. Pursuant to ASC 820 and 825, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.