BRB Foods Inc 2025年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30, 2025 OR ☐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: 001-42870 BRB FOODS INC.(Exact name of registrant as specified in its charter) Wyoming92-1196935(State or other Jurisdiction of(I.R.S. Employer Rua Doutor Eduardo de Souza Aranha387 – Conjunto 151Sao Paulo, SP, Brazil, 04543-121+55 4040-5766(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Securities registered pursuant to Section 12(b) of the Act: None. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange 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 such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☐No☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided 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 December 11, 2025 there were 12,000,000 shares of the registrant’s common stock, $0.001 par value, issued and outstanding. Table of Contents PART I- FINANCIAL INFORMATIONItem 1:1Balance sheets as of September 30, 2025 (unaudited) and December 31, 20241Income statement for the nine-month periods ended September 30, 2025 (unaudited) and September 30,2024 (unaudited)3Statement of changes to shareholders’ equity for the nine-month periods ended September 30, 2025(unaudited) and September 30, 2024 (unaudited)4Comprehensive income statement for the nine-month periods ended September 30, 2025 (unaudited) andSeptember 30, 2024 (unaudited)5Statement of cash flows for the nine-month periods ended September 30, 2025 (unaudited) and September30, 2024 (unaudited)6Noted to Financial Statements (unaudited)8Item 2:Management’s Discussion and Analysis of Financial Condition and Results of Operations38Item 3:Quantitative and Qualitative Disclosures About Market Risk47Item 4:Controls and Procedures47PART II - OTHER INFORMATION48Item 1:Legal Proceedings48Item 1A:Risk Factors48Item 2:Unregistered Sales of Equity Securities and Use of Proceeds48Item 3:Defaults Upon Senior Securities48Item 4:Mine Safety Disclosures48Item 5:Other Information48Item 6:Exhibits49SIGNATURES50 PART I – FINANCIAL INFORMATION BRB FOODS INC.CONSOLIDATED BALANCE SHEET ASSETSUNAUDITED AS OF SEPTEMBER 30, 2025, AUDITED AS OF DECEMBER 31, 2024.(Amounts expressed in US Dollar – USD) Management’s explanatory notes form an integral part of these consolidated financial statements. The September 30, 2025 informationis unaudited. LIABILITIES AND NEGATIVE SHAREHOLDERS’ EQUITYUNAUDITED AS OF SEPTEMBER 30, 2025, AUDITED AS OF DECEMBER 31, 2024.(Amounts expressed in US Dollar – USD) UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFOR THREE AND NINE MONTHS ENDED AS OF SEPTEMBER 30, 2025 AND 2024.(Amounts expressed in US Dollar – USD) BRB FOODS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION AND BUSINESS Organization and Description of Business BRB FOODS Inc, is a corporation with its headquarters office in State of Wyoming is to be located at 36 Shadow Brook Lane Lander,WY 82520 of Kent, and currently owns 100% of issued shares of Thamuz LLC, a company with its headquarters office in State ofDelaware is to be located at 8 The Green, Ste R, in the City of Dover County of Kent, which, in turn, owns 100% of issued shares ofthe companies BR Brands S.A. and Boni Logistica Ltda, both headquartered at Rua Dr,Eduardo de Souza Aranha, no. 387—Conjunto 151B, in the capital of the State of Sao Paulo in Brazil, having a legal personality under private law, where its duration isindeterminate, and its performance is establis