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 September 30, 2025

☐	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: 001-42506

CALLAN JMB INC.

(Exact name of registrant as specified in its charter)

Nevada		99-0931141
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

244 Flightline Drive

Spring Branch, Texas 78070-6241

(Address of principal executive offices, including zip code)

Tel: (830) 438-0395

(Registrant’s telephone number, including area code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		CJMB		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒

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 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 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 ☒ 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 definition 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 this registrant has elected not to use the extended transition period for complying 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 ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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 November 14, 2025, the Company had 4,623,027 shares of common stock, $0.001 par value, issued and outstanding.

Documents Incorporated by Reference: None.

CALLAN JMB INC.

FORM 10-Q

TABLE OF CONTENTS

PART I
Item 1.	Unaudited Financial Statements	3
	Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	3
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL AND RESULTS OF OPERATIONS	30
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	34
Item 4.	CONTROLS AND PROCEDURES	34
PART II
Item 1.	LEGAL PROCEEDINGS	35
Item 1A.	RISK FACTORS	35
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	35
Item 6	EXHIBITS	36
SIGNATORIES		37

CALLAN JMB INC.

(Formerly known as Coldchain Technology Services, LLC)

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2025 (Unaudited)			December 31, 2024
Assets
Current Assets:
Cash and cash equivalents	$	2,789,744		$	2,097,945
Accounts receivable, net of allowance for credit losses of $57,118 and $64,000, respectively		945,844			622,914
Inventory		223,245			158,362
Related party loans		-			18,669
Tax refund receivable		-			6,377
Prepaid insurance		29,893			151,354
Other current assets		303,354			127,542
Deferred offering costs		-			136,025
Total current assets		4,292,080			3,319,188
Right of use assets – operating lease		2,070,178			883,029
Property and equipment, net of accumulated depreciation of $724,696 and $608,703, respectively		1,373,922			876,682
Security deposit		-			3,650
Total assets	$	7,736,180		$	5,082,549

Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	318,803		$	371,661
Accrued expenses		516,210			506,381
Corporate taxes payable		30,501			23,000
Deferred revenue		-			94,097
Right of use liability – current		325,363			279,176
Total current liabilities		1,190,877			1,274,315
Right of use liability – non-current		1,745,610			628,274
Derivative liability		624,041			-
Deferred tax liabilities		-			6,602
Total long-term liabilities		2,369,651			634,876
Total liabilities		3,560,528			1,909,191
Commitments and contingencies – Note 10		-			-
Stockholders’ Equity
Preferred stock - authorized 10,000,000 shares, $0.001 par value; zero issued and outstanding as of September 30, 2025 and December 31, 2024	$	-		$	-
Common stock - authorized 190,000,000 shares, par value $0.001 par value; 4,623,027 issued and outstanding as of September 30, 2025 and 3,000,000 December 31, 2024		4,623			3,000
Additional paid in capital		11,838,004			5,464,006
Accumulated deficit		(7,666,975	)		(2,293,648	)
Total stockholders’ equity		4,175,652			3,173,358
Total liabilities and stockholders’ equity	$	7,736,180		$	5,082,549

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CALLAN JMB INC.

(Formerly known as Coldchain Technology Services, LLC)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
	Three months ended						Nine months ended
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
Revenue	$	1,446,917			1,435,376		$	4,562,604			5,211,665
Cost of revenue		953,610			970,931			2,812,334			3,067,421
Gross profit		493,307			464,445			1,750,270			2,144,244
Selling, general and administrative expenses		2,372,465			1,245,428			6,274,343			3,146,109
Income (Loss) from operations		(1,879,158	)		(780,983	)		(4,524,073	)		(1,001,865	)
Other income (expenses)
Changes in fair value of derivative liability (see Note 8)		(624,041	)		-			(624,041	)		-
Interest income		1,372			2,454			5,621			8,641
Interest expense		(473	)		(458	)		(536	)		(5,372	)
Other expenses (see Note 8)		(229,041	)		-			(229,041	)		-
Total other income (expenses)		(852,183	)		1,996			(847,997	)		3,269
Income (Loss) before income taxes		(2,731,341	)		(778,987	)		(5,372,070	)		(998,596	)
Provision (benefit) for income taxes		-			26,000			1,257			-
Net income (loss)	$	(2,731,341	)		(804,987	)	$	(5,373,327	)		(998,596	)
Weighted average common shares outstanding – basic and diluted (See Notes 3 and 4)		4,490,093			3,000,000			4,276,826			2,505,495
Net loss per common share - basic and diluted (See Notes 3 and 4)	$	(0.61	)		(0.27	)	$	(1.26	)		(0.40	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CALLAN JMB INC.

(Formerly known as Coldchain Technology Services, LLC)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

	Shares		Amount		Shares		Amount		Capital		Capital			Deficit			Equity
									Total		Additional						Total
	Preferred Stock				Common Stock				Members’		Paid in			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Capital			Deficit			Equity
January 1, 2025		-		-		3,000,000	$	3,000	$	-	$	5,464,006		$	(2,293,648	)	$	3,173,358
Net Income/ (Loss)		-		-		-		-		-		-			(1,240,590	)		(1,240,590	)
Common stock issued in initial public offering, net of costs		-		-		1,280,000		1,280		-		3,950,588			-			3,951,868
Common stock issued in initial public offering (over allotment), net of costs		-		-		163,569		164		-		591,956			-			592,120
Stock based compensation		-		-		-		-		-		330,825			-			330,825
March 31, 2025		-		-		4,443,569		4,444		-		10,337,375			(3,534,238	)		6,807,581
Net Income/ (Loss)		-		-		-		-		-		-			(1,397,523	)		(1,397,523	)
Revisions to Net Income/(Loss)															(3,873	)		(3,873	)
Stock based compensation		-		-		-		-		-		419,102			-			419,102
Restricted stock unit awards vesting						37,500		38				(38	)					-
June 30, 2025		-		-		4,481,069	$	4,482	$	-	$	10,756,439		$	(4,935,634	)	$	5,825,287
Net Income/ (Loss)		-		-		-		-		-		-			(2,731,341	)		(2,731,341	)
Stock based compensation		-		-		-		-		-		404,915			-			404,915
Restricted stock unit awards vesting		-		-		18,750		18		-		(18	)		-			-
Issuance of shares under the ELOC Facility (see Note 8)		-		-		123,208		123		-		598,668			-			598,791
Commitment shares under ELOC Facility (see Note 8)		-		-		-		-		-		78,000						78,000
September 30, 2025		-		-		4,623,027	$	4,623	$	-	$	11,838,004		$	(7,666,975	)	$	4,175,652

	Preferred Stock				Common Stock				Total Members			Additional Paid in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Capital		Deficit			Equity
January 1, 2024		-	$	-		-	$	-	$	8,795,260		$	-	$	-		$	8,795,260
Net loss		-		-		-		-		-			-		(193,609	)		(193,609	)
Distributions		-		-		-		-		(3,382,253	)		-		-			(3,382,253	)
Membership exchange for common stock (See Note 3)		-		-		3,000,000		3,000		(5,413,007	)		5,410,007		-			-
March 31, 2024		-	$	-		3,000,000	$	3,000		-		$	5,410,007	$	(193,609	)	$	5,219,398
Net loss		-		-		-		-		-			-		-			-
June 30, 2024		-	$	-		3,000,000	$	3,000		-		$	5,410,007	$	(193,609	)	$	5,219,398
Balance		-	$	-		3,000,000	$	3,000		-		$	5,410,007	$	(193,609	)	$	5,219,398
Net loss		-		-		-		-		-			-		(804,987	)		(804,987	)
Net Income/ (Loss)		-		-		-		-		-			-		(804,987	)		(804,987	)
September 30, 2024		-	$	-		3,000,000	$	3,000	$	-		$	5,410,007	$	(998,596	)	$	4,414,411
Balance		-	$	-		3,000,000	$	3,000	$	-		$	5,410,007	$	(998,596	)	$	4,414,411

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CALLAN JMB INC.

(Formerly known as Coldchain Technology Services, LLC)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	September 30, 2025			September 30, 2024
	Nine months ended
	September 30, 2025			September 30, 2024
Cash flows from operating activities:
Net income (loss)	$	(5,373,327	)	$	(998,596	)
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:
Stock based compensation		1,154,842			-
Changes in fair value of derivative liability		624,041			-
Depreciation and amortization		119,656			108,059
Provision (recoveries) for credit losses		73,065			-
Other expenses relating to ELOC Facility		179,041			-
Reduction in allowance for credit losses by release of reserve for credit losses		-			(163,000	)
Changes in operating assets and liabilities:
Accounts receivable		(395,995	)		1,803,724
Inventory		(64,883	)		7,086
Tax refund receivable		6,377			-
Other current assets		(50,701	)		42,137
Operating lease liabilities		(23,626	)		9,394
Accounts payable and accrued expenses		(43,029	)		473,353
Deferred revenue		(94,097	)		(9,085	)
Deferred tax liabilities		(6,602	)		-
Corporate taxes payable		7,501			(9,546	)
Net cash provided by (used in) operating activities	$	(3,887,737	)	$	1,263,526

Cash flows used in investing activity:
Purchase of property and equipment		(616,896	)		(46,167	)
Net cash used in investing activity	$	(616,896	)	$	(46,167	)

Cash flows from (used in) financing activities:
Related party loans		18,669			61
Deferred offering costs		136,025			(82,675	)
Partner distributions		-			(3,382,253	)
Decrease in note payable		-			(98,809	)
Proceeds from IPO and overallotment, net		4,543,988			-
Proceeds from issuance of shares under the ELOC Facility		497,750			-
Net cash provided by (used in) financing activities	$	5,196,432		$	(3,563,676	)
Increase (decrease) in cash and cash equivalents		691,799			(2,346,317	)
Cash and cash equivalents at beginning of period		2,097,945			5,155,620
Cash and cash equivalents at end of period	$	2,789,744		$	2,809,303

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CALLAN JMB INC.

(Formerly known as Coldchain Technology Services, LLC)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(UNAUDITED)

	Nine months ended
	September 30, 2025		September 30, 2024
Supplemental disclosures of cash flow information:
Cash paid for interest	$	536	$	5,372
Initial recognition of derivative liability	$	974,309		-
Right of use assets acquired and operating lease liabilities	$	708,321	$	900,127
Right of use assets and operating lease liabilities due to lease modifications	$	704,927		-
Fair value of Stock Warrants issued at IPO	$	144,358		-
Deferred offering costs charged to additional paid-in-capital	$	136,025		-
Restricted stock unit awards vesting	$	56		-
Commitment shares under ELOC Facility (see Note 8)	$	78,000		-
Other non-cash expenses relating to ELOC Facility	$	48,791
Reduction in allowance for credit loss	$	-	$	163,000
Membership exchange for common stock		-	$	5,410,007

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CALLAN JMB INC.

(Formerly known as Coldchain Technology Services, LLC)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – NATURE OF OPERATIONS

Callan JMB Inc. (which may be referred to as “Callan,” “Callan JMB,” , “CJMB”, “Company,” “we,” “us,” or “our”) was formed on January 24, 2024, in the state of Nevada for the purposes of reorganizing and becoming a holding company for Coldchain Technology Services, LLC and Callan JMB Services (India) Private Limited. CTS was formed on December 27, 2006, in the state of Texas and is our main operating subsidiary engaged in a vertically integrated logistics and fulfillment ecosystem that utilizes advanced predictive technology for the supply chain by guaranteeing the safety, effectiveness, and potency of every product handled to ensure product integrity, and to provide immediate response in time sensitive industries while ensuring environmental responsibility. Callan JMB Services (India) Private Limited is domiciled in Pune, Maharashtra, India and is 99.9% owned by Callan JMB and have no operations or activities as of September 30, 2025. The Company’s headquarters are located in Spring Branch, Texas.

The interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2024 and notes thereto contained in the Company’s Form 10-K filed with the Securities and Exchange Commission. The condensed consolidated balance sheet at December 31, 2024 has been derived from the audited financial statements at that date. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025.

NOTE 2 – RECLASSIFICATIONS

Certain prior year amounts in the Consolidated Financial Statements and the notes thereto have been reclassified where necessary to conform to the current period’s presentation. These reclassifications did not affect the prior period’s total assets, total liabilities, stockholders’ equity, net income, or net cash provided by operating activities.

NOTE 3 – REORGANIZATION

Pursuant to the Reorganization Agreement dated February 2, 2024, and for the nine months ended September 30, 2024, each member of CTS exchanged 100% of their membership interest for 5,000,000 shares of the Company’s common stock. As a result, each member of CTS became a shareholder of the Company and CTS became a direct, wholly owned subsidiary of the Company.

Pursuant to an Exchange and Reorganization Agreement, dated as of November 14, 2024, among the Company and all of the existing stockholders of the Company, such stockholders have exchanged all their existing shares for new shares at a ratio of 0.6 new share for 1 existing share (“reverse stock split”). As a result of the exchange, the total number of shares of Company stock outstanding was reduced from 5,000,000 shares to 3,000,000 shares. As a result of this reverse stock split, we have retroactively presented the outstanding number of shares and related earnings per-share calculations for the three months and nine months ended September 30, 2024 comparative period consolidated financial statements.

CALLAN JMB INC.

(Formerly known as Coldchain Technology Services, LLC)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3 – REORGANIZATION (CONTINUED)

The following unaudited pro forma financial information has been prepared to reflect the effects of the reorganization of CTS from a partnership to a C corporation on February 14, 2024. The pro-forma financial information presents the financial results of the Company as if it had been taxed as a C corporation for the nine months ended September 30, 2024.

Callan JMB

(formerly known as Coldchain Technology Services, LLC)

Balance Sheets

	Unaudited Historical			Unaudited Pro-forma with tax accrual
	September 30, 2024			September 30, 2024
Assets
Total assets	$	6,381,160		$	6,381,160

Liabilities and Stockholders’ Equity
Liabilities:
Corporate taxes payable		57,454			57,454
Related party loans		17,134			2,059,134
Stockholders’ Equity
Common stock		3,000			3,000
Additional paid in capital		5,410,007			5,410,007
Retained earnings (deficit)		(998,596	)		(3,040,596	)
Total Liabilities and Stockholders’ Equity	$	6,381,160		$	6,381,160

Assumptions for each of the pro-forma balance sheets are below:

a. The Company was a C Corporation as of January 1, 2022.

b. The pro forma balance sheets include an accrual for federal tax and state corporate taxes at a “blended rate” of 23% and was paid in the subsequent fiscal year.

c. Stockholders/loan the Company $2,042,000 to pay the assumed taxes, the loan will bear interest at the prime rate of interest.

d. The pro-forma adjustments do not include adjustments for deferred tax assets or liabilities due to the immateriality of the temporary differences at the date of the reorganization and are expected to reverse in the near term with minimal impact on the financial statements.

e. No other financial data is being shown as there is no impact to the conversion to a C-Corporation.

CALLAN JMB INC.

(Formerly known as Coldchain Technology Services, LLC)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3 – REORGANIZATION (CONTINUED)

Pro forma income statements showing the pro-forma income taxes, net earnings per share for the nine months September 30, 2024 are produced below. This information is unaudited.

	Unaudited Actual			Unaudited Pro-forma with tax accrual
	September 30, 2024			September 30, 2024
Revenue	$	5,211,665		$	5,211,665
Operating loss		(998,596	)		(998,596	)
Provision for income taxes		-			-
Net loss	$	(998,596	)	$	(998,596	)
Basic and diluted loss per common share	$	(0.40	)	$	(0.40	)

SEC Form 10-Q filed by Callan JMB Inc.