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What changed in CALLAN JMB INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of CALLAN JMB INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+121 added−96 removedSource: 10-K (2026-03-31) vs 10-K (2025-03-28)

Top changes in CALLAN JMB INC.'s 2025 10-K

121 paragraphs added · 96 removed · 54 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur Customers As of December 31, 2024, our top three customers, the Customer 1 (50.6%), Customer 2 (17.5%), and Customer 3 (13.3%), collectively accounted for approximately 81.4% of our revenue. Competition and Competitive Advantages We have extensive experience in thermal management quality assurance and control, delivering reliability by anticipating, responding, and overcoming the most complex situations with precision and compassion.
Biggest changeOur Customers As of December 31, 2025, our top three customers, the Customer 1 (58%), Customer 2 (10%), and Customer 3 (11%), collectively accounted for approximately 79% of our revenue. Competition and Competitive Advantages We have extensive experience in thermal management quality assurance and control, delivering reliability by anticipating, responding, and overcoming the most complex situations with precision and compassion.
With Sentry monitoring, customers can have confidence that their drug and food shipments will arrive in the same pristine condition as when they were dispatched, safeguarding patient and consumer health and satisfaction. Out Industry Our services are sold into a rapidly growing segment of the logistics industry focused on the temperature-sensitive packaging and shipping of biological materials.
With Sentry monitoring, customers can have confidence that their drug and food shipments will arrive in the same pristine condition as when they were dispatched, safeguarding patient and consumer health and satisfaction. Our Industry Our services are sold into a rapidly growing segment of the logistics industry focused on the temperature-sensitive packaging and shipping of biological materials.
Our Corporate Information Callan JMB Inc. was formed as Coldchain Technology Services, LLC, a Texas limited liability company. We reorganized as a holding company to Callan JMB Inc., a Nevada corporation, on January 24, 2024. Our corporate headquarters are located at 244 Flightline Drive, Spring Branch, Texas 78070-6241. Our main telephone number is (830) 438-0395.
Our Corporate Information Callan JMB Inc. was formed as Coldchain Technology Services, LLC, a Texas limited liability company. We reorganized as a holding company to Callan JMB Inc., a Nevada corporation, on January 24, 2024. Our corporate headquarters are located at 244 Flightline Drive, Spring Branch, Texas 78070. Our main telephone number is (830) 438-0395.
We reorganized as a holding company to Callan JMB Inc., a Nevada corporation, on January 24, 2024. We are headquartered at 244 Flightline Dr., Spring Branch, TX 78070.
We reorganized as a holding company to Callan JMB Inc., a Nevada corporation, on January 24, 2024. We are headquartered at 244 Flightline Drive, Spring Branch, TX 78070.
However, there can be no guarantee that newly discovered information, more stringent enforcement of or changes in environmental requirements, or other unanticipated events will not result in significant costs. 8 Employees and Human Capital Management As of the date of this report, we have 26 employees, of which ten are full-time employees, and 12 are part-time or contractual/seasonal employees engaged on a seasonal and as-needed basis.
However, there can be no guarantee that newly discovered information, more stringent enforcement of or changes in environmental requirements, or other unanticipated events will not result in significant costs. 8 Employees and Human Capital Management As of the date of this report, we have 20 employees, of which 18 are full-time employees, and 2 are part-time or contractual/seasonal employees engaged on a seasonal and as-needed basis.
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We also established an entity, Callan JMB Services (India) Private Limited is domiciled in Pune, Maharashtra, India and is 99.9% owned by Callan JMB and has no operations or activities as of December 31, 2025.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAs a result of these and other factors, the ultimate amount of tax obligations owed may differ from the amounts recorded in our financial statements and any such difference may adversely impact our results of operations in future periods in which we change our estimates of our tax obligations or in which the ultimate tax outcome is determined.
Biggest changeAs a result of these and other factors, the ultimate amount of tax obligations owed may differ from the amounts recorded in our financial statements and any such difference may adversely impact our results of operations in future periods in which we change our estimates of our tax obligations or in which the ultimate tax outcome is determined. 22 General Risk Factors We are an emerging growth company and a smaller reporting company, and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors.
A successful product liability claim or series of claims against us, including one or more consumer claims purporting to constitute class actions or claims resulting from extraordinary loss events, in excess of or outside our insurance coverage, or a significant warranty claim or series of claims against us, could materially decrease our liquidity, impair our financial condition, and adversely affect our results of operations. 21 In addition, regardless of merit or eventual outcome, product liability claims may result in, among other things, costs of litigation, distraction of management’s attention from our primary business, the inability to commercialize our existing or new products, decreased demand for our products or, if cleared or approved, products in development, damage to our business reputation, product recalls or withdrawals from the market, withdrawal of clinical trial participants, substantial monetary awards to patients or other claimants, or loss of revenue.
A successful product liability claim or series of claims against us, including one or more consumer claims purporting to constitute class actions or claims resulting from extraordinary loss events, in excess of or outside our insurance coverage, or a significant warranty claim or series of claims against us, could materially decrease our liquidity, impair our financial condition, and adversely affect our results of operations. 20 In addition, regardless of merit or eventual outcome, product liability claims may result in, among other things, costs of litigation, distraction of management’s attention from our primary business, the inability to commercialize our existing or new products, decreased demand for our products or, if cleared or approved, products in development, damage to our business reputation, product recalls or withdrawals from the market, withdrawal of clinical trial participants, substantial monetary awards to patients or other claimants, or loss of revenue.
Despite our best efforts, no cybersecurity or emergency recovery process is failsafe, and if our safeguards fail or our technology infrastructure or critical information systems are compromised, the safety and efficiency of our operations could be materially harmed, our reputation could suffer, and we could face additional costs, liabilities, costly legal challenges. 18 Cyberattacks, data incidents and breaches in the security of our information systems and networks and of the electronic and confidential information in our possession could materially adversely impact our business, financial condition and results of operations, in addition to our reputation and relationships with our employees, customers, suppliers and business partners.
Despite our best efforts, no cybersecurity or emergency recovery process is failsafe, and if our safeguards fail or our technology infrastructure or critical information systems are compromised, the safety and efficiency of our operations could be materially harmed, our reputation could suffer, and we could face additional costs, liabilities, costly legal challenges. 17 Cyberattacks, data incidents and breaches in the security of our information systems and networks and of the electronic and confidential information in our possession could materially adversely impact our business, financial condition and results of operations, in addition to our reputation and relationships with our employees, customers, suppliers and business partners.
Therefore, if we are unable to successfully motivate and expand our marketing and sales force and further develop our sales and marketing capabilities, or if our alliance partners fail to promote our solutions, we will have difficulty increasing our revenues and the revenue may not offset the additional expense of expansion. 20 Our agreements with global providers of shipping services may not result in a significant increase in our revenues or cash flow, soon or in the future.
Therefore, if we are unable to successfully motivate and expand our marketing and sales force and further develop our sales and marketing capabilities, or if our alliance partners fail to promote our solutions, we will have difficulty increasing our revenues and the revenue may not offset the additional expense of expansion. 19 Our agreements with global providers of shipping services may not result in a significant increase in our revenues or cash flow, soon or in the future.
The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect our reputation, business, financial condition and results of operations. 16 Our customers could also become the target of litigation relating to the patent and other intellectual property rights of others.
The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect our reputation, business, financial condition and results of operations. 15 Our customers could also become the target of litigation relating to the patent and other intellectual property rights of others.
Sales of substantial amounts of our securities in the public market, or the perception that such sales could occur, could materially adversely affect the market price of our securities and may make it more difficult for you to sell your securities at a time and price which you deem appropriate. 24 Our common stock may be subject to the “penny stock” rules in the future.
Sales of substantial amounts of our securities in the public market, or the perception that such sales could occur, could materially adversely affect the market price of our securities and may make it more difficult for you to sell your securities at a time and price which you deem appropriate. 23 Our common stock may be subject to the “penny stock” rules in the future.
The failure of these third parties to perform their duties could result in damage to the contents of the shipper resulting in customer dissatisfaction or liability to us, even if we are not at fault. 17 We, along with our customers, are subject to various governmental regulations and international standards.
The failure of these third parties to perform their duties could result in damage to the contents of the shipper resulting in customer dissatisfaction or liability to us, even if we are not at fault. 16 We, along with our customers, are subject to various governmental regulations and international standards.
As we expand the scale of our business activities, any changes in the U.S. taxation of such activities may increase our effective tax rate and harm our business, financial condition and results of operations. 22 We are subject to taxes in the United States under federal, state and local jurisdictions in which we operate.
As we expand the scale of our business activities, any changes in the U.S. taxation of such activities may increase our effective tax rate and harm our business, financial condition and results of operations. 21 We are subject to taxes in the United States under federal, state and local jurisdictions in which we operate.
However, if one or more of these legal matters resulted in an adverse monetary judgment against us, such a judgment could harm our results of operations and financial condition. 19 We operate in a competitive industry and if we cannot compete effectively, we will lose business.
However, if one or more of these legal matters resulted in an adverse monetary judgment against us, such a judgment could harm our results of operations and financial condition. 18 We operate in a competitive industry and if we cannot compete effectively, we will lose business.
Croyle control approximately 18.5% of such voting power, and as a result, we currently are, and will continue to be a “controlled company” within the meaning of the corporate governance standards.
Croyle controls approximately 14% of such voting power, and as a result, we currently are, and will continue to be a “controlled company” within the meaning of the corporate governance standards.
Under our rent-to-rent model, we may not be successful in identifying and obtaining the right to use of additional warehouse properties at desirable locations and on commercially reasonable terms or at all.
We may not be able to successfully identify, source and develop in a timely fashion additional warehouse properties. Under our rent-to-rent model, we may not be successful in identifying and obtaining the right to use of additional warehouse properties at desirable locations and on commercially reasonable terms or at all.
We expect to base our equipment and inventory purchasing decisions on our forecasts of customers’ demand, and if our forecasts are inaccurate, our operating results could be materially harmed. As our customer base increases, we expect to need to purchase additional equipment and inventory.
If these principal customers cease using our services, our business could be materially adversely affected. We expect to base our equipment and inventory purchasing decisions on our forecasts of customers’ demand, and if our forecasts are inaccurate, our operating results could be materially harmed. As our customer base increases, we expect to need to purchase additional equipment and inventory.
A competitor that has greater resources than us may be able to bring its product to market faster than we can and offer its product at a lower price than us to establish market share. We may not be able to successfully compete with a competitor that has greater resources, and such competition may adversely affect our business.
A competitor that has greater resources than us may be able to bring its product to market faster than we can and offer its product at a lower price than us to establish market share.
Mr. Williams and Dr. Croyle currently control collectively 70.6% of the voting power of our outstanding common stock. Mr. Williams control approximately 52.1% of the voting power of our outstanding common stock and Dr.
Croyle currently control collectively 62% of the voting power of our outstanding common stock. Mr. Williams controls approximately 42% of the voting power of our outstanding common stock and Dr.
If we fail to successfully identify, secure or develop in a timely fashion additional warehouse properties, our ability to execute our growth strategy could be impaired and our business and prospects may be materially and adversely affected. We are subject to concentration risk.
If we fail to successfully identify, secure or develop in a timely fashion additional warehouse properties, our ability to execute our growth strategy could be impaired and our business and prospects may be materially and adversely affected. Our products and services may expose us to liability in excess of our current insurance coverage.
In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain.
Significant judgment is required in determining our provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain.
RISKS RELATED TO OUR COMPANY AND OUR BUSINESS We have a holding company ownership structure and will depend on distributions from our operating subsidiaries to meet our obligations. Contractual or legal restrictions applicable to our subsidiaries could limit payments or distributions from them.
Continuing losses may impair our ability to raise the additional capital required to continue and expand our operations. We have a holding company ownership structure and will depend on distributions from our operating subsidiaries to meet our obligations. Contractual or legal restrictions applicable to our subsidiaries could limit payments or distributions from them.
Further, current and future environmental, health and safety laws, regulations and permit requirements could require us to make changes to our operations or incur significant costs relating to compliance. We may not be able to successfully identify, source and develop in a timely fashion additional warehouse properties.
Further, current and future environmental, health and safety laws, regulations and permit requirements could require us to make changes to our operations or incur significant costs relating to compliance.
We have long-term agreements with Customer 1, which expire under their existing terms in 2026 and 2029 years, respectively. In 2024, the Company suffered a reduction in revenue, approximately $4,000,000 of which was due to a significant customer temporarily suspending ordering from the Company, though we anticipate continued business from them.
We have long-term agreements with Customer 1, which expire under their existing terms in 2026 and 2029 years, respectively. In 2025, the Company experienced a reduction in revenue. Approximately $835,878 of the decrease was attributable to a significant customer temporarily suspending orders during the year.
For the year ended December 31, 2024, three customers, Customer 1 (50.6%), Customer 2 (17.5%), and Customer 3 (13.3%), accounted for approximately 81.4% of total revenues generated. For the year ended December 31, 2023, three customers, Customer 1 (28%), Customer 4 (22%) and Customer 5 (15%), accounted for approximately 65% of total revenues generated.
For the year ended December 31, 2025, three customers, Customer 1 (58%), Customer 2 (10%), and Customer 3 (11%), accounted for approximately 79% of total revenues generated. For the year ended December 31, 2024, three customers, Customer 1 (51%), Customer 4 (18%) and Customer 2 (13%), accounted for approximately 82% of total revenues generated.
RISKS RELATED TO REGULATORY ENVIRONMENT AND TAXATION We are subject to income taxes as well as non-income-based taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes. Significant judgment is required in determining our provision for income taxes and other tax liabilities.
If disputes and conflicts further escalate, actions by governments in response could be significantly more severe and restrictive. RISKS RELATED TO REGULATORY ENVIRONMENT AND TAXATION We are subject to income taxes as well as non-income-based taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes.
Because we depend on these customers for a significant percentage of our revenue, a loss of one or more of these customers could materially adversely affect our business and financial condition. If these principal customers cease using our services, our business could be materially adversely affected.
In addition, another customer significantly reduced its operations during 2025, and the Company no longer conducts business with that customer, which further contributed to the decline in revenue. Because we depend on these customers for a significant percentage of our revenue, a loss of one or more of these customers could materially adversely affect our business and financial condition.
At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating 15 We are a “controlled company” within the meaning of Nasdaq rules and, as a result, qualify for an exemption from certain corporate governance requirements.
We may not be able to successfully compete with a competitor that has greater resources, and such competition may adversely affect our business. 14 We are a “controlled company” within the meaning of Nasdaq rules and, as a result, qualify for an exemption from certain corporate governance requirements. Mr. Williams and Dr.
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Financial reporting obligations of being a public company are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters. As a publicly traded company, we will incur significant additional legal, accounting and other expenses that we did not incur as a privately company.
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RISKS RELATED TO OUR COMPANY AND OUR BUSINESS Historically, we have incurred significant losses and we may continue to incur losses in the future. We generated a net loss of $(7,966,366) for the year ended December 31, 2025 and have historically incurred significant losses, including losses of $(2,293,648) for the year ended December 31, 2024.
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The obligations of being a public company require significant expenditures and will place significant demands on our management and other personnel, including costs resulting from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under Sarbanes-Oxley, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the listing requirements of the stock exchange on which our common stock is listed.
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As of December 31, 2025, we had an accumulated deficit of $(10,260,014). In order to achieve and sustain revenue growth in the future, we must expand our market presence and revenues from existing and new customers. We may continue to incur losses in the future and may never generate revenues sufficient to become profitable or to sustain profitability.
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These rules require the establishment and maintenance of effective disclosure and financial controls and procedures, internal control over financial reporting and changes in corporate governance practices, among many other complex rules that are often difficult to implement, monitor and maintain compliance with.
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We depend on the availability of certain component products used in our solutions; delays or increased costs in the procurement of components manufactured by third parties could adversely affect our business operations, financial performance and results of operations, and we may experience customer dissatisfaction and harm to our reputation.
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Moreover, despite recent reforms made possible by the JOBS Act, the reporting requirements, rules, and regulations will make some activities more time-consuming and costly, particularly after we are no longer an “emerging growth company.” In addition, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance.
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If we fail to procure sufficient components used in our products from our third-party manufacturers, we may be unable to deliver our solutions to our customers on a timely basis, which could lead to customer dissatisfaction and could harm our reputation and ability to compete.
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Our management and other personnel will need to devote a substantial amount of time to ensure that we comply with all of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to litigation or being delisted, among other potential problems. 14 If we fail to comply with the rules under Sarbanes-Oxley related to accounting controls and procedures in the future, or, if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult.
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We currently acquire various component parts for our solutions from various independent manufacturers, some of which are sole sourced. We would likely experience significant delays or cessation in producing some of these components if a labor strike, natural disaster, public health crisis, act of war or other supply disruption were to occur.
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Section 404 of Sarbanes-Oxley requires annual management assessments of the effectiveness of our internal control over financial reporting.
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If we are unable to procure a component from one of our manufacturers, we may be required to enter into arrangements with one or more alternative manufacturing companies, which may cause delays in producing components or result in significant increases in costs.
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If we fail to comply with the rules under Sarbanes-Oxley related to disclosure controls and procedures in the future, or, if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult.
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To date, we have not experienced any material delay that has adversely impacted our operations, but this does not mean that we will continue to have timely access to adequate supplies of essential materials and components in the future or that supplies of these materials and components will be available on satisfactory terms when needed.
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If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieve and maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of Sarbanes-Oxley.
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If our vendors for these materials and components are unable to meet our requirements, fail to make shipments in a timely manner, or ship defective materials or components, we could experience a shortage or delay in supply or fail to meet our contractual requirements, which would adversely affect our results of operations and negatively impact our cash flow and profitability.
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Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.
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Continued delay in our ability to produce and deliver our products and services could also cause our customers to purchase alternative products and services from our competitors and/or harm our reputation. We will have difficulty increasing our revenues if we experience delays, difficulties or unanticipated costs in establishing the sales, marketing and distribution capabilities necessary to successfully commercialize our solutions.
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The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control over financial reporting. As a public company, we will be subject to the reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act.
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We plan to further enhance our sales, marketing and distribution capabilities in the Americas, EMEA, and APAC.
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We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time consuming and costly, and place significant strain on our personnel, systems and resources.
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Therefore, if we are unable to successfully motivate and expand our marketing and sales force and further develop our sales and marketing capabilities, or if our alliance partners fail to promote our solutions, we will have difficulty increasing our revenues and the revenue may not offset the additional expense of expansion.
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The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control over financial reporting. We do not yet have effective disclosure controls and procedures, or internal controls over all aspects of our financial reporting.
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Our platform of products and services involve significant risks of liability, which may substantially exceed the revenues we derive from them. We cannot predict the magnitude of these potential liabilities. We currently maintain general liability insurance and product liability insurance. Claims may be made against us that exceed the limits of these policies.
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We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
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Our liability policy is an “occurrence” based policy. Thus, our policy is complete when we purchased it and following cancellation of the policy it continues to provide coverage for future claims based on conduct that took place during the policy term.
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Our management has deemed certain conditions to be material weaknesses and significant deficiencies in our internal controls.
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Our insurance coverage, however, may not protect us against all liability because our policies typically have various exceptions to the claims covered and also require us to assume some costs of the claim even though a portion of the claim may be covered.
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For example, we failed to employ a sufficient number of staff to maintain optimal segregation of duties and to provide optimal levels of oversight and we rely upon a third-party accounting firm to assist us with generally accepted in the United States of America (“GAAP”) compliance.
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In addition, if we expand into new markets, we may not be aware of the need for, or be able to obtain insurance coverage for such activities or, if insurance is obtained, the dollar amount of any liabilities incurred could exceed our insurance coverage.
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Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. We will be required to expend time and resources to further improve our internal controls over financial reporting, including by expanding our staff.
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A partially or completely uninsured claim, if successful and of significant magnitude, could have a material adverse effect on our business, financial condition and results of operations. If we use biological and hazardous materials in a manner that causes injury, we could be liable for damages. Our customers may ship potentially harmful biological materials in our dewars.
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However, we cannot assure you that our internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in the future.
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We cannot eliminate the risk of accidental contamination or injury to employees or third parties from the use, storage, handling or disposal of these materials. In the event of contamination or injury, we could be held liable for any resulting damages, and any liability could exceed our resources or any applicable insurance coverage we may have.
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Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of management reports and independent registered public accounting firm audits of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC.
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Additionally, we are subject to, on an ongoing basis, federal, state and local laws and regulations governing the use, storage, handling and disposal of these materials and specified waste products. In the event of an accident, we could be held liable for damages. We are subject to concentration risk.
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Ineffective disclosure controls and procedures, and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our common stock.
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It will be expensive and time-consuming for us to develop and integrate our global marketing and sales network and thus we intend to further broaden our strategic alliances with domestic and international providers of shipping services and other solutions providers to the life sciences industry to incorporate use of our platform of solutions in their service offerings.
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We are not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose.
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We may not be able to provide adequate incentive to our sales force or to establish and maintain favorable distribution and marketing collaborations with others to promote our solutions.
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As a public company, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K.
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In addition, any third party with whom we have established a marketing and distribution relationship may not devote sufficient time to the marketing and sales of our solutions, thereby exposing us to potential expenses in exiting such distribution agreements.
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Our independent registered public accounting firm is not required to audit the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act.
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We, and any of our alliance partners, must also market our services in compliance with federal, state, local and international laws relating to the provision of incentives and inducements. Violation of these laws can result in substantial penalties.
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General Risk Factors We are an emerging growth company and a smaller reporting company, and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors. 23 We are an emerging growth company, as defined in the JOBS Act.
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Changes in trade policy, tariff and import/export regulations may have a material adverse effect on our business, financial condition and results of operations. Our international operations and transactions depend upon favorable trade relations between the United States and the foreign countries in which our customers and suppliers have operations.
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It may be time consuming and expensive for us to adapt to any changes in U.S. or international social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business.
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If such changes occur, this could adversely affect our business and results of operations.
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For example, beginning in 2025, the current Trump administration instituted changes in trade policies that included the imposition of higher tariffs on imports into the U.S. and other government regulations affecting trade between the U.S. and other countries where we conduct our business, such as China and the European Union (EU), among others.
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In response, several countries have imposed, or threatened to impose, reciprocal tariffs on imports from the U.S. and other retaliatory measures. Various modifications to the U.S. tariffs have been announced and further changes could be made in the future, which may include additional sector-based tariffs or other measures.
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The ultimate impact remains uncertain and will depend on several factors, including whether additional or incremental U.S. tariffs or other measures are announced or imposed, to what extent other countries implement tariffs or other retaliatory measures in response, and the overall magnitude and duration of these measures.
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We are an emerging growth company, as defined in the JOBS Act.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeFinally, we hold and maintain third-party insurance coverage for cybersecurity risks commensurate with industry standards for a company of our size and stage. 25 Cybersecurity Oversight Our board of directors (the “Board”) considers cybersecurity risk as part of its risk oversight function. While delegated to the Audit Committee, the Board directly oversees management’s implementation of our cybersecurity risk management program.
Biggest changeFinally, we hold and maintain third-party insurance coverage for cybersecurity risks commensurate with industry standards for a company of our size and stage. 24 Cybersecurity Oversight Our board of directors (the “Board”) considers cybersecurity risk as part of its risk oversight function. While delegated to the Audit Committee, the Board directly oversees management’s implementation of our cybersecurity risk management program.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe also lease additional warehouse space from a related party under a lease agreement that expires on December 31, 2025, with respective monthly base rents of $7,500. In addition, we lease three other properties for warehousing and distribution purposes. Our aggregate current monthly rental expense is $34,798.
Biggest changeWe lease such property from a related party under a lease agreement that commenced on April 1, 2024, and expires on December 31, 2029, with a monthly base rent of $15,425. We also lease additional warehouse space from a related party under a lease agreement that expires on December 31, 2025, with respective monthly base rents of $7,500.
Leased Properties Address Gross floor area (square feet) Use of the property 244 Flightline Drive, Spring Branch, Texas 78070 10,000 sq. ft. Warehouse/Office 10130 SW North Dakota St., Tigard, Oregon 97223 4,800 sq. ft Warehouse 1500 4 th St., Unit #6, Blanco, Texas 78606 1,000 sq. ft. Warehouse/Office 210 Kestral Drive, Spring Branch, Texas 78070 7,872 sq. ft.
Warehouse/Office 10130 SW North Dakota St., Tigard, Oregon 97223 4,800 sq. ft Warehouse 1500 4 th St., Unit #6, Blanco, Texas 78606 1,000 sq. ft. Warehouse/Office 210 Kestral Drive, Spring Branch, Texas 78070 7,872 sq. ft. Warehouse 16025 Farm to Market 32, Blanco, Texas 78606 8,500 sq. ft. Warehouse
ITEM 2. PROPERTIES We do not own any real property. Our executive offices are located at 244 Flightline Drive, Spring Branch, Texas 78070. We lease our office space from a related party under a lease agreement that commenced on April 1, 2024, and expires on December 31, 2029, with a monthly base rent of $15,425.
ITEM 2. PROPERTIES We do not own any real property. Our executive offices are located at 244 Flightline Drive, Spring Branch, Texas 78070 which we leased from a third party. We also have an office lease space at 524 Singing Oaks, Spring Branch, Texas 78070.
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Warehouse 16025 Farm to Market 32, Blanco, Texas 78606 6,500 sq. ft. Warehouse
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Such lease was amended on March 20, 2025 to extend the term from December 31, 2025 to December 31, 2029, and increase the square footage of the leased property, a corresponding increase in monthly rent payments from $7,500 monthly to $9,800 monthly. In addition, we lease three other properties for warehousing and distribution purposes.
Added
Our aggregate current monthly rental expense is approximately $42,000. Leased Properties Address Gross floor area (square feet) Use of the property 524 Singing Oaks, Spring Branch, Texas 78070 5,000 sq. ft. Warehouse/Office 244 Flightline Drive, Spring Branch, Texas 78070 10,000 sq. ft.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Removed
ITEM 3. LEGAL PROCEEDINGS From time to time, we may become involved in legal proceedings arising in the ordinary course of our business, the resolution which we do not anticipate would have a material adverse impact on our financial position, results of operations or cash flows.
Added
ITEM 3. LEGAL PROCEEDINGS The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business.
Removed
However, there is no certainty that any such future litigation that may arise would not have a material financial impact on our business. For a discussion of our legal proceedings, refer to Note 7, Commitments and Contingencies , to the consolidated financial statements.
Added
During May 2024, the Company was sent a demand letter alleging that the company breached the terms of a Customer Service Agreement with one of its vendors that it did business within a prior year. The vendor alleges that the Company improperly terminated the agreement without proper notice and therefore owes it $507,573.
Added
The Company responded to the vendor’s demand letter and asserts that it only owes the vendor the sum of $85,000 which is recorded as part of its accounts payable as of December 31, 2023. During February 2025, the parties agreed to settle the matter for $240,800.
Added
The Company as of December 31, 2024, increased its accrued expenses by $155,800 to reflect the settled amount and the $240,800 was paid on February 26, 2025. The Company is also subject to litigation by its former employee where the ultimate disposition or resolution is uncertain.
Added
Management believes that as of December 31, 2025, material losses arising from this litigation are not probable. Management is not aware of any other pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs a result, capital appreciation, if any, of our shares of common stock will be your sole source of gain for the foreseeable future. Unregistered Sales of Equity Securities Not applicable.
Biggest changeAs a result, capital appreciation, if any, of our shares of common stock will be your sole source of gain for the foreseeable future. Unregistered Sales of Equity Securities None. Securities Authorized for Issuance Under Equity Compensation Plans See Item 11 of Part III of this Annual Report regarding information about securities authorized for issuance under our equity compensation plans.
ITEM 5. MARKET FOR REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the Nasdaq Capital Market under the symbol “CJMB”. Holders As of March 28, 2025, there were 480 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the Nasdaq Capital Market under the symbol “CJMB”. Holders As of the most recent practicable date, there were approximately 560 holders of record of our common stock.
Removed
Securities Authorized for Issuance Under Equity Compensation Plans See Item 11 of Part III of this Annual Report regarding information about securities authorized for issuance under our equity compensation plans.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of Operations Year Ended December 31, 2024, Compared to the Year Ended December 31, 2023 The following table provides certain selected financial information for the periods presented: Year ended December 31, 2024 2023 Change % Change Revenue $ 6,563,412 $ 13,202,459 $ (6,639,047 ) (50 )% Cost of Revenue 4,000,149 7,553,338 (3,553,189 ) (47 )% Gross Profit 2,563,263 5,649,121 (3,085,858 ) -55 % Operating Expenses: Selling, General and administrative expenses 4,838,077 3,447,058 1,391,019 40 % Total operating expenses 4,838,077 3,447,058 1,391,019 40 % Income (loss) from operations (2,274,814 ) 2,202,063 (4,476,877 ) -203 % Other income (expense) 6,532 2,045 4,487 219 % Income before income taxes (2,268,282 ) 2,204,108 (4,472,390 ) -203 % Provision for income taxes 25,366 23,000 2,366 10 % Net income (loss) $ (2,293,648 ) $ 2,181,108 $ (4,474,756 ) -205 % Revenue Revenue for the year ended December 31, 2024, was $6,563,412 as compared to $13,202,459 for the year ended December 31, 2023, a decrease of $6,339,047.
Biggest changeResults of Operations Year Ended December 31, 2025, Compared to the Year Ended December 31, 2024 The following table provides certain selected financial information for the periods presented: Year ended December 31, 2025 2024 Change Change % Revenue $ 5,723,178 $ 6,563,412 $ (840,234 ) -13 % Cost of Revenue 3,618,637 4,000,149 (381,512 ) -10 % Gross Profit $ 2,104,541 $ 2,563,263 $ (458,722 ) -17 % Selling, General and administrative expenses 8,597,032 4,838,077 3,758,955 77 % Impairment loss on property and equipment 542,088 - $ 542,088 100 % Income (loss) from operations $ (7,034,579 ) $ (2,274,814 ) $ (4,759,765 ) 209 % Other income (expense) (934,752 ) 6,532 (941,284 ) 100 % Income (loss) before income taxes $ (7,969,331 ) $ (2,268,282 ) $ (5,701,049 ) 251 % Provision for income taxes (2,965 ) 25,366 (28,331 ) 100 % Net income (loss) $ (7,966,366 ) $ (2,293,648 ) $ (5,672,718 ) 247 % Revenue Revenue for the year ended December 31, 2025, was $5,723,178 as compared to $6,563,412 for the year ended December 31, 2024, a decrease of $840,234.
We provide a system that utilizes advanced predictive technology to revolutionize 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. 27 Strategy Our strategy involves leveraging our core competitive strengths to develop and maintain ongoing relationships with a diversified group of customers while continuing to grow our service lines, ensuring that we can meet our customers’ changing needs.
We provide a system that utilizes advanced predictive technology to revolutionize 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. 26 Strategy Our strategy involves leveraging our core competitive strengths to develop and maintain ongoing relationships with a diversified group of customers while continuing to grow our service lines, ensuring that we can meet our customers’ changing needs.
While our significant accounting policies are described in more detail in the notes to our financial statements included elsewhere in this prospectus, we believe that the following accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates. 30 We believe our most critical accounting policies and estimates relate to the following: Revenue Recognition The Company accounts for revenue under ASC 606, Revenue from Contracts with Customers.
While our significant accounting policies are described in more detail in the notes to our financial statements included elsewhere in this 10-K, we believe that the following accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates. 29 We believe our most critical accounting policies and estimates relate to the following: Revenue Recognition The Company accounts for revenue under ASC 606, Revenue from Contracts with Customers.
We may also invest in short-term money market fund investments. Such interest-earning instruments carry a degree of interest rate risk. However, historical fluctuations in interest income have not been significant. Inflation Risk Inflation generally affects us by increasing our cost of facilitating business.
Interest Rate Risk Our cash consists of cash in readily available checking accounts. We may also invest in short-term money market fund investments. Such interest-earning instruments carry a degree of interest rate risk. However, historical fluctuations in interest income have not been significant. Inflation Risk Inflation generally affects us by increasing our cost of facilitating business.
If we are unable to obtain such additional financing when needed, on favorable terms or at all, future operations may have to be scale back or discontinued. Off-Balance Sheet Arrangements We have no off-balance sheet financing arrangements.
If we are unable to obtain such additional financing when needed, on favorable terms or at all, future operations may have to be scale back or discontinued. Off-Balance Sheet Arrangements We have no off-balance sheet financing arrangements, except for the previously discussed ELOC Facility.
The Company’s information technology support increased by $34,798 for the year ended December 31, 2024, compared to the same period in 2023 as the result of purchase of additional equipment and hosting software.
The Company’s information technology support increased by $135,927 for the year ended December 31, 2025, compared to the same period in 2024, as a result of the purchase of additional equipment and hosting software.
Liquidity and Capital Resources Our principal liquidity requirements are for working capital to fund our operations and growth. To date, we have funded our liquidity requirements primarily through cash on hand, and cash flows from operations. As of December 31, 2024, and 2023, we had $2,097,945 and $5,155,620 of cash and cash equivalents, respectively.
Our principal liquidity requirements are for working capital to fund our operations and growth. To date, we have funded our liquidity requirements primarily through cash on hand, cash flows from operations and ELOC Facility. As of December 31, 2025, and 2024, we had $2,130,758 and $ $2,097,945 of cash and cash equivalents, respectively.
The Company’s consulting and professional fees increased by $560,796 for the year ended December 31, 2024, compared to the same period in 2023 as a result of hiring professionals to support our capital raising process for our initial public offering.
The Company’s consulting and professional fees increased by $821,739 for the year ended December 31, 2025, compared to the prior period in 2024 as a result of hiring professionals to support our capital raising process for our initial public offering and being a public entity.
The Company’s marketing and advertising increased by $617,116 for the year ended December 31, 2024, compared to the same period in 2023 as a result of hiring a marketing firm that specializes in pharma-based businesses, hiring an investor relations firm for the anticipated IPO and the need to re-do our website.
The Company’s marketing and advertising increased by $206,901 for the year ended December 31, 2025, compared to the same period in 2024 as a result of hiring a marketing firm that specializes in pharma-based businesses, and hiring an investor relations firm for our IPO.
Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied.
Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our consolidated financial statements.
There have been a number of ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our consolidated financial statements.
We deposit our cash in financial institutions that we believe have high credit quality and have not experienced any losses on such accounts and do not believe we are exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Interest Rate Risk Our cash consists of cash in readily available checking accounts.
Periodically, we maintain deposits in accredited financial institutions in excess of federally insured limits. We deposit our cash in financial institutions that we believe have high credit quality and have not experienced any losses on such accounts and do not believe we are exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships.
Cash provided by (used in) financing activities During the year ended December 31, 2024, cash provided by (used in) financing activities was $3,551,861 compared to $7,543,725 during the year ended December 31, 2023, a decrease of $3,991,864.
Cash provided by (used in) financing activities During the year ended December 31, 2025, cash provided by (used in) financing activities was $5,196,433 compared to ($3,551,861) during the year ended December 31, 2024, a change of $8,748,294.
Quantitative and Qualitative Disclosures about Market Risk We are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate risks and inflation risks. Periodically, we maintain deposits in accredited financial institutions in excess of federally insured limits.
Recently Adopted Accounting Standards For a discussion of recently issued accounting standards, see Note 1 to our consolidated financial statements included herein. Quantitative and Qualitative Disclosures about Market Risk We are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate risks and inflation risks.
Fair Value Measurements ASC 820 “ Fair Value Measurements ” defines fair value, establishes a framework for measuring fair value under GAAP and expands disclosure about fair value measurements.
The Company’s services are generally transferred to customers over time, consistent with the satisfaction of the related performance obligations. Fair Value Measurements ASC 820 “ Fair Value Measurements ” defines fair value, establishes a framework for measuring fair value under GAAP and expands disclosure about fair value measurements.
Operating Expenses Selling, General and Administrative Expenses Our selling, general and administrative costs include personnel costs, consulting and professional fees, and other overhead expenses. Selling, general and administrative expenses for the year ended December 31, 2024, were $4,838,077, compared to $3,447,058 for the year ended December 31, 2023, an increase of $1,391,019.
Selling, general and administrative expenses for the year ended December 31, 2025, were $8,597,032 compared to $4,838,077 and for the year ended December 31, 2024, an increase of $3,758,955.
Our financing activities for the year ended December 31, 2024 compared to December 31, 2023 included an increase in deferred offering costs of $86,025, increase in related partner loans of $34,146 offset by a decrease in related party receivable of $8,637, a decrease in partner distributions of $4,068,642, and a decrease in notes payable of $34,756, We may seek to obtain additional capital through the sale of debt or equity financings or other arrangements to fund operations; however, there can be no assurance that we will be able to raise needed capital under acceptable terms, if at all.
We may seek to obtain additional capital through the sale of debt or equity financing or other arrangements to fund operations; however, there can be no assurance that we will be able to raise needed capital under acceptable terms, if at all.
Year Ended December 31, 2024 2023 Change Cash provided by (used in) operating activities $ 540,353 $ 6,995,646 $ (6,455,293 ) Cash provided by (used in) investing activities $ (46,167 ) $ (490,020 ) $ 443,853 Cash provided by (used in) financing activities $ (3,551,861 ) $ (7,543,725 ) $ 3,991,864 Increase (decrease) in cash $ (3,057,675 ) $ (1,038,099 ) $ (2,019,576 ) 29 Cash provided by (used in) operating activities For the year ended December 31, 2024, cash provided by operating activities was $540,353 compared to cash provided by operating activities of $6,995,646 during the year ended December 31, 2023, a decrease of $6,455,293.
Year Ended December 31, 2025 Year Ended December 31, 2024 Change Cash provided by (used in) operating activities $ (4,546,724 ) $ 540,353 $ (5,087,077 ) Cash provided by (used in) investing activities $ (616,896 ) $ (46,167 ) $ (570,729 ) Cash provided by (used in) financing activities $ 5,196,433 $ (3,551,861 ) $ 8,748,294 Increase (decrease) in cash $ 32,813 $ (3,057,675 ) $ 3,090,488 Cash provided by (used in) operating activities For the year ended December 31, 2025, cash used in operating activities was $4,546,724 compared to cash provided by operating activities of $540,353 during the year ended December 31, 2024, a decrease of $5,087,077.
That customer has not terminated our business relationship, and we anticipate continued business from them. 28 Cost of revenue Cost of revenue for the year ended December 31, 2024, was $4,000,149 as compared to $7,553,338 for the year ended December 31, 2023, a decrease of $3,553,189. This decrease is primarily attributed to a decrease in revenue.
This decrease was due to the decrease in demand for our emergency preparedness services by certain states and local governments. 27 Cost of revenue Cost of revenue for the year ended December 31, 2025, was $3,618,637 as compared to $4,000,149 for the year ended December 31, 2024, a decrease of $381,512.
Cash provided by (used in) investing activities For the year ended December 31, 2024, cash used in investing activities was $46,167 compared to $490,020 for the year ended December 31, 2023, a decrease of $443,853. The decrease is a result of less purchases of various fixed assets.
Additionally, the Company recognized a $542,088 loss on impairment related to certain property and equipment. Cash used in investing activities For the year ended December 31, 2025, cash used in investing activities was $616,896 compared to $46,167 for the year ended December 31, 2024, an increase of $570,729.
Removed
This decrease was due to a number of factors, including the waning of the COVID-19 pandemic and the diminution in demand for our emergency preparedness services by certain state and local governments and our limited ability to more actively market our products and services.
Added
This decrease is primarily attributed to a decrease in revenue. Operating Expenses Selling, General and Administrative Expenses Our selling, general and administrative costs include personnel costs, consulting and professional fees, and other overhead expenses.
Removed
We note that a customer that represented approximately $4,000,000 of our 2023 revenue temporarily suspended ordering from us.
Added
Impairment loss on property and equipment The Company recorded an impairment charge of $542,088 related to certain property and equipment after identifying the carrying amount of the asset was not recoverable.
Removed
The Company’s personnel costs increased by $508,720 for the year ended December 31, 2024, compared to the same period in 2023 as a result of our change from a LLC to a corporation. That change required us to put our CEO on payroll for the first time and hire additional staff in anticipation of our IPO.
Added
Other income (expense) Other income (expense) for the year ended December 31, 2025, was $(934,752) and for the year ended December 31, 2024, it was $6,532, resulting in observed changes of $(941,284). The key driver for the decrease relates to expenses related to the ELOC Facility.
Removed
The Company’s other expenses decreased by $330,411 for the year ended December 31, 2024, compared to the same period in 2023, which was a result of increase in depreciation and amortization of $39,295, increase in monitoring costs of $155,800 which was a result of the settling a lawsuit with a vendor that provided us with parcel temperature monitoring in a prior year, offset by decreases in office expenses of $47,008, decreases in meals and travel of $6,392, decrease in other expenses of $21,061, decrease in state and local taxes of $43,045 and a decrease of reserves for credit losses of $408,000.
Added
Refer to the discussion under “Liquidity and Capital Resources” for further information on the ELOC Facility. The Company accounted its ELOC Facility as a purchased put option and as a derivative liability under ASC 815 as it does not meet the scope exception, indexation guidance and equity classification criteria under ASC 815.
Removed
Other income (expense) Other income (expense) for the year ended December 31, 2024, was $6,532 and $2,045 for the year ended December 31, 2023, respectively, an increase in other income of $4,487. This increased income was the result of an increase in interest income of $1,728, offset by decreases in interest expense of $2,759.
Added
As such, the Company recognized the purchased put option as a derivative liability wherein it is recognized at fair value at each reporting period and changes to fair value are charged against the Company’s statement of operations.
Removed
In their audit report for the fiscal year ended December 31, 2024, included in this annual report, our independent auditors expressed an unqualified opinion.
Added
The initial fair value of purchased put option of $974,309 is charged against the Company’s statements of operations for year ended December 31, 2025, and is offset by the “Change in the Fair Value of the Derivative Liability” between inception date and December 31, 2025, of $603,093.
Removed
This decrease was primarily due to a decrease in net income of $4,474,756, a decrease in provision for credit losses of $408,000, a decrease in accounts receivable of $2,266,336, a decrease in inventory of $8,329, a decrease in tax refund receivable of $6,377, decrease in other current assets of $158,539, a decrease in corporate taxes payable of $1,000, offset by increase in depreciation and amortization of $40,890, an increase in right of use asset of $16,331, an increase in accounts payable and accrued expenses of $713,500, an increase in deferred revenue of $53,721 and an increase in deferred income taxes payable of $43,602.
Added
The Company also recognized other transaction expenses arising from the ELOC Facility of $569,552. Liquidity and Capital Resources The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and other commitments in the normal course of business.
Removed
Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied and the promised services have been transferred to the customer. The Company’s services are generally transferred to the customer at an agreed upon point in time.
Added
As such, the financial statements do not include adjustments for the recoverability and classification of assets and their carrying amounts, or for the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.
Removed
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management for the respective periods. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash and cash equivalents, short-term notes payable, accounts payable and accrued expenses.
Added
The Company has incurred net losses of $ (7,966,366) and $(2,293,648) for the years ended December 31, 2025, and 2024, respectively, and an accumulated deficit of $(10,260,014) as of December 31, 2025.
Removed
The carrying value of long-term debt approximates fair value, as the variable interest rates approximate current market rates. 31 Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09).
Added
The continuation of the Company as a going concern depends on continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company’s future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
Removed
ASU 2023-09 is intended to enhance the decision usefulness of income tax disclosures and requires the disclosure of various disaggregated information, including an entity’s effective tax rate reconciliation as well as additional information on taxes paid. This ASU is effective on a prospective basis for annual periods beginning after December 15, 2024 with early adoption allowed.
Added
On July 24, 2025, CJMB, entered into a Purchase Agreement with a certain investor, whereby CJMB has the right, but not the obligation, to sell to the Investor, up to an aggregate of $25 million of shares of CJMB’s common stock, par value $0.001 per share, subject to the terms and conditions set forth therein.
Removed
The Company is in the process of evaluating the effect of ASU 2023-09 on the financial statements. The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date, including those above, that amend the original text of ASC.
Added
The Purchase Agreement has a term ending on the earlier of (i) the first day of the month following the 18-month anniversary of the Commencement Date or (ii) the date the Investor has purchased the shares equal to the agreed investment amount.
Removed
Recently Adopted Accounting Standards In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” These amendments require, among other things, that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this ASU and all existing segment disclosures in Topic 208.
Added
Upon effectiveness of the related registration statement, the Company will issue 15,000 shares of Common Stock to the Investor as Commitment Shares. During the term, CJMB may, at its discretion, deliver Regular Purchase Notices for $500,000 to $2,000,000 per notice.
Removed
The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments retrospectively to all periods presented in the consolidated financial statements.
Added
Each Regular Purchase is priced at 95% of the lowest daily VWAP during the applicable measurement period (or 80% if the Company’s stock is not trading on the Nasdaq Capital Market). In connection with each Regular Purchase, CMB will provide an estimate of the number of the shares deliverable, based on 90% of the prior day’s closing price.
Removed
The Company adopted ASU 2023-07 for the year ending December 31, 2024 and it did not have a material impact on its consolidated financial statements. See Note 10, Segments for new disclosures related to significant expenses, the CODM and other segment items.
Added
The Company controls the timing and amount of sales under the ELOC Facility, which automatically terminates upon reaching $25.0 million or the maturity date. The Company may terminate at any time. If less than $7.5 million has been sold, a $250,000 termination fee applies, payable in cash or stock.
Added
On August 24, 2025, the Company filed a Form S-1 registration statement for up to 6,000,000 shares related to the ELOC Facility, which became effective on September 22, 2025.
Added
Since inception, CJMB has funded its operations through a combination of operating cash flows and external financing sources, including the Equity Line of Credit, which has 23.45 million remaining availability, subject to market conditions (please see Note 8 – Equity – Equity Line of Credit), and other sources, such as through funding from Mr.
Added
Wayne Williams, the Company’s Chief Executive Officer and largest shareholder. Management intends to continue evaluating and utilizing available funding to support the Company’s operations and growth, including operating cash flows and potential other sources of funding, such as equity or debt financing, as well as additional funding from Mr. Williams.
Added
Actual sales of shares of common stock to Investor as a drawdown under the ELOC Facility will depend on a variety of factors to be determined by the Company from time to time, which may include, among other things, market conditions, the trading price of the Company’s common stock and determinations by the Company as to the appropriate sources of funding for our business and operations. 28 As of December 31, 2025, the Company has issued approximately 340,094 shares of Common Stock under the ELOC Facility for net proceeds of approximately $497,750.
Added
Additionally, as of March 31, 2026, the Company has raised $1.55 million, with $23.45 million remaining availability from such ELOC Facility. Management believes that these liquidity sources, combined with its plan to explore various strategic initiatives, investment opportunities and cost reduction strategy, will alleviate any substantial doubts regarding the Company’s ability to continue as a going concern.
Added
This decrease was primarily due to an increase in net loss of $5,557,366, a decrease in changes in accounts receivable of $(2,350,061) and offset by non-cash adjustment to net loss for stock based compensation of $1,559,756 and fair value of derivative liability of $371,216 and other non-cash expenses relating to ELOC Facility of $519,552.
Added
The increase is due to purchases of various fixed assets and this increase is also a result of leasehold improvements made to the new corporate office during the year ended December 31, 2025.
Added
Our financing activities for the year ended December 31, 2025 compared to December 31, 2024 included a decrease in partners distributions of $3,382,254 and an increase in proceeds from IPO and overallotment, net of $4,543,989 and proceeds from issuance of shares under the ELOC Facility of $497,750.
Added
The asset or liability fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, accounts payable and derivative liabilities.
Added
The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate their respective fair values because of the short-term maturities or expected settlement dates of these instruments. This is considered a Level I valuation technique.
Added
The derivative liability is valued using a Monte Carlo simulation model utilizing a variety of inputs and assumptions such as volatility, risk-free rates, volume weighted average price and cash flow assumptions. This is considered a Level III valuation technique.
Added
Please see Note 11, “Equity” for information on these assumptions and fair value of this derivative liability as of September 30, 2025.
Added
December 31, 2025 Level 1 Level 2 Level 3 Derivative liability at fair value $ 371,216 $ — $ — $ 371,216 Total liability measured at fair value $ 371,216 $ — $ — $ 371,216 There are no assets or liabilities measured at fair value as of December 31, 2024. 30 Recent Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting-Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses.
Added
The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information about certain types of costs and expenses in the notes to the financial statements. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted.
Added
The standard updates are to be applied prospectively, with the option to apply them retrospectively. We are currently evaluating the impact of the new standard’s disclosure requirements on our financial statements. The FASB issues ASUs to amend the authoritative literature in ASC.