false FY 0002032545 No No  P1Y

 2024-06-30

 2025-03-28

 us-gaap: AdditionalPaidInCapitalMember

 us-gaap: RetainedEarningsMember

 2022-12-31

 2022-12-31

 2022-12-31

 2022-12-31

 us-gaap: AdditionalPaidInCapitalMember

 us-gaap: RetainedEarningsMember

 us-gaap: AdditionalPaidInCapitalMember

 us-gaap: RetainedEarningsMember

 CJMB:ColdchainTechnologyServicesLLCMember

 2024-02-14

 CJMB:ColdchainTechnologyServicesLLCMember

 2024-02-14
 2024-02-14

 CJMB:ColdchainTechnologyServicesLLCMember

 2024-11-13

 CJMB:ColdchainTechnologyServicesLLCMember

 2024-11-14

 srt: ProFormaMember

 srt: ProFormaMember

 srt: ProFormaMember

 srt: ProFormaMember

 us-gaap: ComputerEquipmentMember
 srt: MinimumMember

 us-gaap: ComputerEquipmentMember
 srt: MaximumMember

 us-gaap: FurnitureAndFixturesMember
 srt: MinimumMember

 us-gaap: FurnitureAndFixturesMember
 srt: MaximumMember

 us-gaap: ShippingAndHandlingMember

 us-gaap: ShippingAndHandlingMember

 CJMB:CustomerOneMember

 CJMB:CustomerOneMember

 CJMB:CustomerTwoMember

 CJMB:CustomerTwoMember

 CJMB:CustomerThreeMember

 CJMB:CustomerThreeMember

 CJMB:CustomerFourMember

 CJMB:CustomerFourMember

 CJMB:CustomerFiveMember

 CJMB:CustomerFiveMember

 CJMB:CustomerOneMember

 CJMB:CustomerOneMember

 CJMB:CustomerTwoMember

 CJMB:CustomerTwoMember

 CJMB:CustomerThreeMember

 CJMB:CustomerThreeMember

 CJMB:CustomerFourMember

 CJMB:CustomerFourMember

 CJMB:CustomerFiveMember

 CJMB:CustomerFiveMember

 CJMB:VendorOneMember

 CJMB:VendorOneMember

 CJMB:VendorTwoMember

 CJMB:VendorTwoMember

 CJMB:VendorThreeMember

 CJMB:VendorThreeMember

 us-gaap: CostOfGoodsTotalMember
 CJMB:VendorOneMember

 us-gaap: CostOfGoodsTotalMember
 CJMB:VendorOneMember

 us-gaap: CostOfGoodsTotalMember
 CJMB:VendorTwoMember

 us-gaap: CostOfGoodsTotalMember
 CJMB:VendorTwoMember

 CJMB:EmergencyPreparednessMember

 CJMB:EmergencyPreparednessMember

 CJMB:SpecialtyPackagingMember

 CJMB:SpecialtyPackagingMember

 CJMB:GovernmentalMember

 CJMB:GovernmentalMember

 CJMB:NonGovernmentalMember

 CJMB:NonGovernmentalMember

 CJMB:MonitoringDevicesMember

 CJMB:MonitoringDevicesMember

 CJMB:MachineryLeaseholdImprovementsAndOtherEquipmentMember

 CJMB:MachineryLeaseholdImprovementsAndOtherEquipmentMember

 CJMB:MonitoringDevicesMember

 CJMB:MonitoringDevicesMember

 CJMB:FinanceAgreementInsurancePremiumsMember

 CJMB:FinanceAgreementInsurancePremiumsMember

 CJMB:ShortTermFinanceAgreementsMember

 CJMB:ShortTermFinanceAgreementsMember

 CJMB:ShortTermFinanceAgreementsMember

 CJMB:ShortTermFinanceAgreementsMember

 srt: MinimumMember

 srt: MaximumMember

 CJMB:CustomerServiceAgreementMember

 2024-05-01
 2024-05-31

 CJMB:CustomerServiceAgreementMember

 2025-02-01

 CJMB:CustomerServiceAgreementMember

 CJMB:CustomerServiceAgreementMember

 2025-02-26
 2025-02-26

 CJMB:ColdChainDeliverySystemsMember

 CJMB:ColdChainDeliverySystemsMember

 CJMB:OutlawRunRanchMember

 CJMB:OutlawRunRanchMember

 CJMB:OutlawRunRanchMember

 CJMB:WarehouseAssetManagementMember

 CJMB:WarehouseAssetManagementMember

 CJMB:WarehouseAssetManagementMember

 srt: DirectorMember

 srt: DirectorMember

 srt: DirectorMember

 srt: DirectorMember

 CJMB:OutlawRunRanchMember

 CJMB:WarehouseAssetManagementMember

 us-gaap: StateAndLocalJurisdictionMember

 us-gaap: StateAndLocalJurisdictionMember

 CJMB:TwentyTwentyFourEquityIncentivePlanMember

 2024-10-24

 us-gaap: IPOMember

 2025-02-01

 us-gaap: IPOMember

 us-gaap: OverAllotmentOptionMember

 2025-02-01

 CJMB:UnderwritersMember

 CJMB:EmployeesAndConsultantsMember

 2024-10-24
 2024-10-24

 2024-10-24

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the annual period ended December 31, 2024

 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

 (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.)

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

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

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

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

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

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

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.

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).

by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
registrant was no t a public company as of June 30, 2024 the last business day of the registrant's most recently completed second
fiscal quarter, and therefore it cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates
at such date. The registrant's common shares began trading on the NASDAQ Capital Market American on February 5, 2025.

 As
of March 28, 2025, the Company had 4,443,569 shares of common stock, $ 0.001 par value, issued and outstanding.

 Documents
Incorporated by Reference: None.

 FORM

 TABLE
OF CONTENTS

 PART
 I

 Item
 1.

 Business

 Item
 1A.

 Risk
 Factors

 Item
 1B.

 Unresolved
 Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal
 Proceedings

 Item
 4.

 Mine
 Safety Disclosures

 PART
 II

 Item
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Reserved

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial
 Statements and Supplemental Data

 Item
 9.

 in and Disagreements with Accountants and Financial Disclosure

 Item
 9A.

 Controls
 and Procedures

 Item
 9B.

 Other
 Information

 Item
 9C

 Disclosure
 Regarding Foreign Jurisdictions That Prevent Inspections

 PART
 III

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance

 Item
 11.

 Item
 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

 Item
 13.

 Certain
 Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal
 Accounting Fees and Services

 PART
 IV

 Item
 15.

 Exhibits,
 Financial Statement Schedules

 Item
 16.

 Form
 10-K Summary

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Annual Report on Form 10-K contains "forward-looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have based these forward-looking statements largely
on our current expectations and projections about future events and financial trends impacting the financial condition of our business.
Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications
of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available
at the time those statements are made and/or management's good faith belief as of that time with respect to future events and are
subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested
by the forward-looking statements.

 Forward-looking
statements include all statements that are not historical facts. In some cases, you can identify forward-looking statements by terms
such as "may," "will," "should," "could," "would," "expect,"
"intend," "seek," "plan," "anticipate," "believe," "estimate,"
"project," "predict," "potential," "might," "forecast," "continue,"
or the negative of those terms, and similar expressions and comparable terminology intended to reference future periods. Forward-looking
statements include, but are not limited to, statements about:

 our
 ability to achieve and maintain profitability in the future;

 disruption
 of our supply chain and competition;

 difficulty
 in staffing and managing geographically widespread operations;

 our
 ability to respond to general economic conditions;

 our
 ability to manage our growth effectively and our expectations regarding the development and expansion of our business;

 our
 ability to access sources of capital, including debt financing and other sources of capital to finance operations and growth;

 the
 loss of or reduced purchasing by any of our major customers, and our ability to acquire new customers and successfully retain existing
 customers;

 our
 ability to grow market share in existing markets or any new markets we may enter;

 our
 ability to develop new products, features and functionality that are competitive and meet market needs;

 our
 ability to obtain approval of our application for the listing of our securities on Nasdaq;

 the
 outcome of any legal or governmental proceedings that may be instituted against us; and

 other
 factors detailed under the section titled "Risk Factors."

 Should
one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ
significantly from those anticipated, believed, estimated, expected, intended or planned.

 Factors
or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of
them. We cannot guarantee future results, levels of activity, performance or achievements. Accordingly, the forward-looking statements
in this Annual Report on Form 10-K should not be regarded as representations that the results or conditions described in such statements
will occur or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness
of any of these forward-looking statements.

 PART
I

 References
in this annual report to "we," "us," "Callan," "CJMB," "Company," or "our
company" are to Callan JMB Inc., a Nevada corporation, and its consolidated subsidiaries. References to "management"
or our "management team" are to our officers and directors.

 ITEM
1. BUSINESS

JMB is a vertically integrated logistics and fulfillment company which provides thermal management logistics solutions to the life sciences
industry through a combination of proprietary packaging, information technology and specialized cold chain logistics knowhow. 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. We view our solutions as disruptive to the "older technologies" of dry ice and liquid nitrogen,
in that our solutions are comprehensive and combine our competencies in configurations that are customized to our client's requirements.
We provide comprehensive, reliable, and economic alternatives to all existing logistics solutions and services utilized for frozen shipping
in the life sciences industry (e.g., personalized medicine, cell therapies, stem cells, cell lines, vaccines, diagnostic materials, semen,
eggs, embryos, cord blood, organs, bio-pharmaceuticals, infectious substances, and other commodities that require continuous exposure
to cryogenic or frozen temperatures). As part of our services, we provide the ability to monitor, record and archive crucial information
for each shipment that can be used for scientific and regulatory purposes.

 Our
Organizational Structure

 Corporate
Structure

 We
originally 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. We are headquartered at 244 Flightline Dr., Spring Branch, TX 78070.

 The
following diagram illustrates our corporate structure as of the date of this report:

 Our
Strategy and Value Proposition

 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 strive to be
recognized as the premier provider of logistics and fulfillment of a broad range of value-added services based upon the breadth of those
services, quality, responsiveness, customer service, information technologies, safety, and cost effectiveness.

 The
principal elements of our business strategy are:

 Cross-Sell
Our Solutions: The breadth of our service offerings allows us the opportunity to provide various services and products to meet our
customers' objectives. Our significant North American footprint allows us to quickly respond to customer needs, especially in emergency
response situations. We can assist with remediation needs for small-and-large-scale efforts, either planned or unplanned, by providing
remediation contractors and project managers with support services, particularly in emergency situations. We look for opportunities to
be a one-stop-shop service provider, expanding the range of services we traditionally provide to a customer. Our team is committed to
identifying opportunities to cross-sell among and across our divisions which we expect will continue to drive additional revenue for
our Company.

 Expand
into Additional Market Opportunities: There is a market opportunity to leverage the Company's system. Industries such
as pharmaceuticals require the ability to ensure the integrity of packages as they reach their destination, which is paramount to maintaining
safety and quality. Sentry monitoring provides a solution to address critical aspects of thermal management of temperature sensitive
packages. In the future, we hope to expand our business to include support for glucagon-like peptide receptor-1 agonist ("GLP-1")
transport, compounding pharmacies and high-end food packaging. We believe that our system can minimize the risk of spoilage, contamination,
and other issues that can compromise drug effectiveness and food safety. With Sentry monitoring, we intend to provide customers with
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.

 Execute
on Cost, Pricing and Productivity Initiatives: We continually seek to increase efficiency and reduce costs through enhanced
technology, process improvements and strategic expense management. We seek to identify areas in our business where strategic investments
in automation, process improvements and employees can serve to increase productivity, efficiency, and safety compliance. We continuously
focus on the operating leverage of our support functions, including expanding globally to achieve profitability and productivity benefits.
We aim to price our services and products competitively, understanding the demands of our customers, the inherent value of our network
of assets and operations and our ability to quickly respond to market and macroeconomic changes. We also understand the value our customers
place on our products and services in a global market continuously focusing on sustainability, environmental compliance, and safety.

 Foster
Innovation through Technology: Remote temperature monitoring technology has always been part of our core operations, influencing
our strategy from increasing throughput at our facilities to automation, including artificial intelligence and predictive technology,
to enhance productivity. We aim to utilize advanced technologies in our operations while also integrating technology-based solutions
for our customers to use, which promotes the safety, efficiency, and profitability of these operations. With such technology, and our
proprietary inventory management software, Ship2Q and Sentry monitoring we are able to centrally manage our transportation network,
deploying, monitoring, and adjusting our transportation operations as needs change. We believe that making technological investments
that increase the value of our services delivered to our customers pays off in a variety of ways including growth, retention, profitability,
and overall customer experience.

 Product
and Service Offerings

 We
continuously expand our service offerings across the supply chain with innovative, technology-centric solutions to support the development
and distribution of life sciences products and therapies.

 Emergency
Preparedness and Response. Our crews and equipment are dispatched on a planned or emergency basis and perform services such as emergency
preparedness and readiness plans, 12-hour or less U.S. deployment, surge capacity, product integrity and compliance, efficient response
implementation, and system of record.

 Specialty
Packaging. Our specialty temperature-regulating packaging solutions provide a better thermal system to maintain and protect products
and ensure peak customer experience. In utilizing this packaging, customers yield the benefits of lower costs and overhead while improving
process, agility, velocity, accuracy, and repeatability of complex fulfillment networks. Integrating Callan JMB's technology with
the packaging which we obtain allows for scalable ordering, inventory, pick, pack, fulfillment, tracking and recovery.

 We
remain committed to environmental sustainability. The reusable packaging systems we utilize, and our leasing model help reduce waste
and costs, offering an effective alternative to traditional, single-use packaging.

 Fulfillment
Service. As part of our service capability offered to customers, we provide technical services through a service center from which
a fleet of crew and equipment can be dispatched to emergency response locations. This timely response is built on safety, quality, efficiency,
and integrity, and has been offered by us for more than 17 years. By leveraging our expertise and capabilities, we provide our customers
with the safest, most cost-effective, and sustainable solutions to service their needs. Our technical services and technological offerings
are bundled with our emergency response services and perishable packaging offerings and are not deemed to be separate revenue streams
and not disaggregated.

 Advanced
Monitoring Sentry Technology. Our customers have the ability to use the Sentry system which helps ensure that their temperature-sensitive
goods will remain within specified parameters throughout transit by tracking factors such as temperature, humidity, and location to ensure
the physical material integrity of packages for governments and organizations that are preparing emergency responses and for patients,
providers, and their communities.

 Our
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. We provide peace of mind and a competitive solution for our customers.

 We
believe that we have attained a significant market position in emergency response despite facing robust competition from local, regional,
and national firms. However, no one competitor directly competes with our full suite of offerings as a result of the breadth of our service
offerings. Sources of competition vary by locality and by type of service rendered, with competition coming from national and regional
services companies and hundreds of privately-owned firms. We believe that we offer a more comprehensive range of services and products
than our competitors in major portions of the United States and Canada.

 We
believe the following are our core competitive strengths developed over our 17+ years of operations, which have facilitated our position
in the marketplace:

 Provider
of Logistics and Fulfillment in the Emergency Response Industry: Callan JMB has a long history and well recognized reputation for
delivering swift, decisive, and reliable emergency response support for Fortune 500 firms, the City of Chicago, NATO, the UN, and government
agencies at all levels. Our vertically-integrated logistics and fulfillment system that utilizes advanced predictive technology allows
us to plan for and respond to emergencies. Our system provides our customers enhanced safety, effectiveness, and potency for every shipment
handled, ensuring product integrity, environmental responsibility, and immediate response in time-sensitive events.

 Specialty
Temperature-Regulating Reusable Packaging: Many of our customers operate in time-sensitive industries. This specialty temperature-regulated
packaging we obtain for our customers is critical to ensuring the quality of the delivered product. The Company is committed to environmental
sustainability, as the packaging we provide is reusable which reduces waste and cost as compared to traditional, single-use packaging.

 End
Market Value Propositions and Flexibility: We provide our customers with a variety of services that allow for immediate flexibility.
Our emergency response offering includes emergency preparedness and readiness plans, 12-hour or less domestic US deployment, surge capacity,
product integrity and compliance, and efficient response implementation.

 Experience
in Highly Regulated Industries: Many of our target customers are in highly regulated industries where thermal monitoring and compliance
are crucial. To address their needs, we developed an inventory management system for customers that handles regulated, sensitive products
and ensures that such products arrive safely. Our long-standing relationship with Fortune 500 firms, the City of Chicago, NATO, the UN,
and government agencies at all levels provide examples of and opportunities for our expertise.

 Highly
Trained and Experienced Team: Our well-trained workforce safely responds to customer needs across a variety of service lines, including
emergency response services. We provide multi-faceted, high-quality services to a broad mix of customers and our vast capabilities, valuable
and unique assets, skilled workforce, safety profile and breadth of services as well as our overall size, scale and geographic footprint
help us attract customers and provide them with environmentally responsible solutions.

 Successful
History Provides Growth Opportunity: Leveraging its experience in emergency response, there are other large market industries that
we are exploring as part of our growth strategy, including but not limited to GLP-1 drug transport, compounding pharmacies and the high-end
food packaging industry. We aspire to enter into each of these markets. Our systems can ensure the integrity of specialty drug and food
packages, such as diabetes/weight loss drugs and caviar, as they reach their destination in order to maintain safety and quality. With
Sentry monitoring, we could provide a comprehensive solution to address this critical aspect of the specialty drug and food supply chain.
Sentry could help ensure that drug and food packages remain within specified parameters throughout transit by tracking factors such as
temperature, humidity, and location. This would not only preserve the potency of the drug and the freshness and quality of the food but
also minimize the risk of spoilage, contamination, and other issues that could compromise drug effectiveness and food safety. 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. Expenditures for "value added" packaging for frozen transport have been increasing for the past
several years and, due in part to continued globalization, are expected to continue to increase even more in the future as more domestic
and international biotechnology firms introduce pharmaceutical products that require continuous refrigeration at cryogenic temperatures.
We believe this will require a greater dependence on passively controlled temperature transport systems (i.e., systems having no external
power source). In addition, we expect that industry standards and regulations will be introduced globally, requiring more comprehensive
tracking and validation of shipping temperatures.

 We
believe that growth in the following markets has resulted in the need for increased reliability, efficiencies and greater flexibility
in the temperature-sensitive segment of the logistics market:

 cell-based
 therapies

 gene
 and stem cell biotechnology

 cell
 lines

 vaccine
 production

 commercial
 and specialty drug product distribution

 clinical
 trials, including transport of tissue culture samples

 diagnostic
 specimens

 infectious
 sample materials

 inter/intra-laboratory
 diagnostic testing

 temperature-sensitive
 specimens

 biological
 samples, in general

 environmental
 sampling

 IVF

 GLP-1
 drug transport

 animal
 husbandry

 Many
of the biological products in these above markets require transport in a frozen state as well as the need for shipping containers which
have the ability to maintain a frozen, cryogenic environment (e.g., minus 150 Celsius) for a period ranging from two to ten days
(depending on the distance and mode of shipment). These products include stem cells, semen, embryo, tissue, tissue cultures, cultures
of viruses and bacteria, enzymes, DNA materials, vaccines and certain pharmaceutical products.

 Governmental/Regulatory
Approval and Compliance

 Food
Safety, Product Identity, Branding and Labeling

 We
are subject to extensive regulation, including, among others, the Food, Drug and Cosmetic Act of 1938, the Nutrition Labeling and Education
Act of 1990, the USDA HACCP Mega-Reg of 1996, the Public Health Security and Bioterrorism Preparedness & Response Act of 2002, the
Food Safety Modernization Act of 2011 and other rules and regulations promulgated by the FDA, the United States Department of Agriculture
and the sub-branches of these regulatory bodies. In addition to complying with federal laws and regulations pertaining to storage and
production, we are also required to comply with local municipality (city and county) as well as state regulations, including the registration
and licensing of our warehouses, enforcement by state health agencies of various state standards and inspection of our facilities. The
Company has obtained a variety of licenses from multiple states in which it does business including Wholesale Drug Distributor, DEV (device
distributor) and 3PL (third party logistics) licenses.

 Compliance
with federal, state and local regulations is costly and time-consuming, but one of our top priorities. Regulatory enforcement actions
for violations of federal, state and local regulations may include seizure and condemnation of products, mandatory or voluntary product
recalls, cease and desist orders, injunctions and monetary-civil-criminal penalties. We believe that our practices are sufficient to
maintain compliance with applicable government regulations, although there can be no assurances in this regard. It is also possible that
new laws or regulations, or changes in the enforcement of existing requirements, might require us to change our compliance programs,
incur additional costs or result in unexpected liabilities that could be significant.

 Employee
Safety Regulations

 We
are subject to certain health and safety regulations, including regulations issued pursuant to the Occupational Safety and Health Act.
These regulations require us to comply with certain manufacturing, health and safety standards to protect our employees from accidents.

 Environmental
Regulations

 We
are subject to federal, state and local environmental regulations and requirements, including those governing discharges to air and water,
the management of hazardous substances, the disposal of solid and hazardous wastes and the remediation of contamination. Failure to comply
with these regulations can have serious consequences for us, including criminal as well as civil and administrative penalties, limitations
on our operations, claims for remediation costs, as well as alleged personal injury or property damages and negative publicity. We are
involved from time to time in administrative or legal proceedings relating to environmental and health and safety matters, and have incurred
and will continue to incur capital and operating expenditures to avoid violations of these laws and regulations.

 Based
on current information, we do not believe that any costs we may incur relating to environmental matters will have a material adverse
effect on our business, financial position or results of operations. 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.

 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. We also engage independent contractors to provide services to the Company on an
as-needed basis. The safety of our employees and customers is extremely important to us. We periodically review and assess our policies,
practices and procedures to create a safer work environment for our employees.

 Our
Corporate Information

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 principal Internet website address is  The information
on our website is not incorporated by reference into, or a part of, this Annual Report.

 Available
Information

 Our
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to
Sections 13(a) and 15(d) of the Exchange Act are filed with the SEC. We are subject to the informational requirements of the Exchange
Act and file or furnish reports, proxy statements and other information with the SEC. The public may read and copy any materials filed
by us with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549, and may obtain information
on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains
reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.
The contents of these websites are not incorporated into this Annual Report. Further, our references to the URLs for these websites are
intended to be inactive.

 ITEM
1A. RISK FACTORS

 Investing
in our common stock involves a high degree of risk. You should carefully consider the risks described below together with all of the
other information in this Annual Report on Form 10-K ("Form 10-K"), including our financial statements and the related notes
and the information described in the section titled "Management's Discussion and Analysis of Financial Condition and Results
of Operations," and in our other filings with the SEC. If any of the events described below actually occurs, our business, results
of operations, financial conditions, cash flows or prospects could be harmed. If that were to happen, you could lose all or part of your
investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business.

 Summary
of Risk Factors

 Our
business is subject to numerous risks and uncertainties, including those highlighted in this section below, that represent challenges
that we face in connection with the successful implementation of our strategy. The occurrence of one or more of the events or circumstances
described in more detail in the risk factors below, alone or in combination with other events or circumstances, may have an adverse effect
on our business, cash flows, financial condition, and results of operations. Such risks include, but are not limited to:

 We
 have a holding company ownership structure and will depend on distributions from our operating subsidiaries to meet our obligations.

 Our
 business is capital intensive, requiring ongoing cash outlays that may strain or consume our available capital and force us to sell
 assets, incur debt, or sell equity on unfavorable terms.

 Decreased
 availability or increased costs of key logistics and supply chain inputs, including third-party supplies of equipment and materials
 could impact our cost of operations and our profitability across business lines.

 We
 face risks and challenges associated with our cold chain logistics services, including environmental, health, safety and quality
 control issues and increasing costs in developing the business.

 We
 may not be able to successfully identify, source and develop in a timely fashion additional warehouse properties.

 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.

 We
 may need to raise substantial additional capital in the future in order to execute our business plan and help us and our collaboration
 partners fund the development and commercialization of our products.

 Our
 management team has limited experience managing a public company.

 We
 may acquire other businesses, products or technologies in order to remain competitive in our market and our business could be adversely
 affected as a result of any of these future acquisitions.

 The
 Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control
 over financial reporting.

 in government regulation could adversely affect our business.

 We
 rely upon certain critical information systems, including our Sentry platform, for the operation of our business; the failure of
 any critical information system could adversely impact our reputation and future revenues, and we may be required to increase our
 spending on data and system security.

 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.

 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.

 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.

 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.

 We
are a holding company and derive all of our operating income from, and hold substantially all of our assets through, our subsidiaries.
The effect of this structure is that we will depend on the earnings of our subsidiaries, and the payment or other distributions to us
of these earnings, to meet our obligations and make capital expenditures. Provisions of U.S. corporate and tax law, like those requiring
that dividends are paid only out of surplus, and provisions of any future indebtedness may limit the ability of our subsidiaries to make
payments or other distributions to us. Additionally, in the event of the liquidation, dissolution or winding up of any of our subsidiaries,
creditors of that subsidiary (including trade creditors) will generally be entitled to payment from the assets of that subsidiary before
those assets can be distributed to us.

 We
may not be able to effectively manage our growth and operations, which could materially and adversely affect our business.

 We
may experience rapid growth and development in a relatively short time span through our marketing efforts. The management of this growth
will require, among other things, continued development of our financial and management controls and management information systems,
stringent control of costs, increased marketing activities, the ability to attract and retain qualified management personnel, and the
training of new personnel. We intend to hire additional personnel to manage our expected growth and expansion. Failure to successfully
manage our possible growth and development could have a material adverse effect on our business and the value of our common stock.

 Our
business is capital intensive, requiring ongoing cash outlays that may strain or consume our available capital and force us to sell assets,
incur debt, or sell equity on unfavorable terms.

 Our
ability to remain competitive, grow and maintain our operations largely depends on our cash flow from operations and access to capital.
Maintaining our existing operations and expanding them through internal growth or acquisitions requires large capital expenditures. As
we undertake more acquisitions and further expand our operations, the amount we expend on capital will increase. These increases in expenditures
may result in lower levels of working capital or require us to finance working capital deficits. We intend to continue to fund our cash
needs through cash flow from operations, equity and debt financings and borrowings under our credit facility, if necessary. However,
we may require additional equity or debt financing to fund our growth.

 We
do not have complete control over our future performance because it is subject to general economic, political, financial, competitive,
legislative, regulatory and other factors. It is possible that our business may not generate sufficient cash flow from operations, and
we may not otherwise have the capital resources to allow us to make necessary capital expenditures. If this occurs, we may have to sell
assets, restructure our debt or obtain additional equity capital, which could be dilutive to our stockholders. We may not be able to
take any of the foregoing actions, and we may not be able to do so on terms favorable to us or our stockholders.

 Decreased
availability or increased costs of key logistics and supply chain inputs, including third-party supplies of equipment and materials could
impact our cost of operations and our profitability across business lines.

 We
depend on reliable access to third-party supplies of equipment and materials, including refrigeration, storage and electrical equipment.
The supplier base providing cold chain and food processing and warehouse equipment and materials is relatively consolidated, which has
resulted in a limited number of suppliers for certain types of equipment and supplies. Conversely, the market for third-party transportation
services is fragmented with a large number of service providers, and it can be difficult to find reliable partners whose performance
and reliability meet our standards at the scale our operations require. Any significant reduction in availability or increase in cost
of any logistics and supply chain inputs could adversely affect our operations and increase our costs, which could adversely affect our
operating results and cash flows.

 Our
business and rent-to-rent model require significant capital expenditure and inability to collect service fee from our customers in a
timely manner or at all would materially and adversely affect our business, results of operations, financial condition and growth prospects.

 We
utilize a rent-to-rent model, under which we obtain the right to use of warehouses that are usually in bare-bones condition by way of
operating lease, or service agreement, and then offer the right to use to our customers after renovation. Therefore, we are subject to
the risks inherent in a rent-to-rent model, including:

 upfront
 capital outlay for warehouse sourcing and renovation;

 ongoing
 capital needs to maintain warehouses;

 inability
 to collect service fee from our customers in a timely manner or at all; and

 mismatch
 between our service agreement term with landlords or land occupiers, and our service agreement term with our customers.

 Any
one or more of these factors could adversely affect our business, financial condition and results of operations.

 We
generally incur a substantial upfront capital outlay before we start to generate revenue on the relevant warehouses which we offer the
right to use to our customers. These include capital outlay for market research and evaluation of the target geographic area for expansion,
warehouse searching, prepayment of a few months' service fee to the landlords or land occupiers, and renovation of the warehouse
that are usually in bare-bone condition, including to add cold chain and food processing functions, and make them suitable for our customers'
needs. We follow a disciplined and systematic process to expand our warehouse network, involving comprehensive market research, site
visits and other preparation work, during which period we may incur substantial operating costs and expenses. In addition, the period
between when we sign the service agreement with the landlord or land occupier and when we receive service fee payments from our customers
may be significantly longer than expected due to some factors that are beyond our control, including but not limited to, substantial
delay during the renovation period due to third-party contractors' default, and inability to attract and retain customers in a
timely manner due to rental market condition. Inability to timely access financing on favorable terms or at all or to collect service
fee from our customers in a timely manner or at all would materially and adversely affect our business, results of operations, financial
condition and growth prospects.

 We
face risks and challenges associated with our cold chain logistics services, including environmental, health, safety and quality control
issues and increasing costs in developing the business.

 Our
cold chain logistics services focus on a myriad of products, relying on our comprehensive cold chain logistics service capabilities in
terms of storage network, transportation network and distribution network. Our extensive cold chain logistics network enables us to provide
integrated cold chain logistics services to our customers.

 We
store frozen and perishable medical and other products. Product contamination, spoilage, other adulteration, product tampering or other
quality control issues could occur at any of our temperature-controlled warehouses or during the transportation of these products, which
could cause our customers to lose all or a portion of their inventory.

 We
could be liable for the costs incurred by our customers as a result of the lost inventory, and we also may be subject to liability, which
could be material, if any of the pharmaceutical products, frozen and other perishable products we stored or transported caused illness
or death. The occurrence of any of the foregoing may negatively impact our brand and reputation and otherwise have a material adverse
effect on us.

 If
we fail to comply with applicable environmental, health and safety laws and regulations in relation to our cold chain logistics services,
we may face administrative, civil or criminal fines or penalties, including bans on making future shipments in particular geographic
areas, and the suspension or revocation of necessary permits, licenses and authorizations, all of which may materially adversely affect
our business, results of operations and financial condition. 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.

 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 also incur costs in connection with evaluating warehouse properties
and negotiating with property owners, including properties which we are subsequently unable to obtain the right to use. In addition,
we may not be able to develop additional warehouse properties on a timely basis due to construction delays or equipment and material
shortages. 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.

 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. 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.

 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.

 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. Our forecasts will be based on multiple
assumptions, each of which may cause our estimates to be inaccurate, affecting our ability to provide products to our customers. When
demand for our products increases significantly, we may not be able to meet demand on a timely basis, and we may need to expend a significant
amount of time working with our customers to allocate limited supply and maintain positive customer relations, or we may incur additional
costs in order to rush the manufacture and delivery of additional products. If we underestimate customers' demand, we may forgo
revenue opportunities, lose market share and damage our customer relationships. Conversely, if we overestimate customer demand, we may
purchase more equipment and inventory than we are able to use or sell at any given time or at all. As a result of our failure properly
to estimate demand for our products, we could have excess or obsolete equipment and/or inventory, resulting in a decline in the value
of our equipment and/or inventory, which would increase our costs of revenues and reduce our liquidity. Our failure to accurately manage
our equipment purchases and inventory relative to demand would adversely affect our operating results.

 If
we experience delays or interruptions in shipping due to factors outside of our control, such disruptions could lead to customer dissatisfaction
and harm our reputation.

 We
rely on third party shipment and carrier services to transport our shippers containing biological material. These third party operations
could be subject to natural disasters, adverse weather conditions, other business disruptions, and carrier error, which could cause delays
in the delivery of our shippers, which in turn could cause serious harm to the biological material being shipped. As a result, any prolonged
delay in shipment, whether due to technical difficulties, power failures, break-ins, destruction or damage to carrier facilities as a
result of a natural disaster, fire, or any other reason, could result in damage to the contents of the shipper. If we are unable to cause
the delivery of our shippers in a timely matter and without damage, this could also harm our operating results and our reputation, even
if we are not at fault.

 We
may need to raise substantial additional capital in the future in order to execute our business plan and help us and our collaboration
partners fund the development and commercialization of our products. If we are unable to raise capital when needed, we may be forced
to delay, reduce or eliminate products, programs, commercial efforts, or sales efforts.

 We
may need to finance future cash needs through public or private equity offerings, debt financings, or strategic collaboration and licensing
or royalty arrangements. Our stockholders may consequently experience additional dilution, and debt financing, if available, and such
financing may involve restrictive covenants and/or high interest rates. Regarding accessing additional funds through collaboration and
licensing arrangements, it may be necessary to relinquish some rights to our products, processes, and technologies or to grant licenses
on terms not necessarily favorable to us. If adequate funds are not available from the foregoing sources, we may consider additional
strategic financing options, including sales of assets, or we may be required to delay, reduce the scope of, or eliminate one or more
of our research or development programs, or curtail some of our commercialization efforts. We may seek to access the public or private
equity markets whenever conditions are favorable, even if we do not have an immediate need for additional capital.

 We
depend on our executive team and other employees to manage the business and the loss of one or more of these employees or an inability
to attract and retain highly skilled employees could materially harm our business.

 Our
success depends largely upon the continued high performance of our executive team and other employees. We rely on our executive team
for leadership in critical areas of our business, including product development, engineering, marketing, security, business development,
and general and administrative functions. The loss of one or more of our executives or key employees would have an adverse effect on
our business. From time to time, there may be changes in executives due to hiring or departures, which could disrupt our business. We
do not have employment agreements with executives or other key personnel that require them to continue to work for us for any specified
period and, therefore, they could terminate their employment at any time.

 For
example, we depend on our senior management, including Wayne Williams, our Founder and Chief Executive Officer. If we lose the services
of one or more of our senior management and other key personnel, we may not be able to successfully manage our business, meet competitive
challenges or achieve our growth objectives. Further, to the extent that our business grows, we will need to attract and retain additional
qualified management personnel in a timely manner, and we may not be able to do so. Our future success depends on our continuing ability
to identify, hire, develop, motivate, retain, and integrate highly skilled personnel in all areas of our organization.

 Our
management team has limited experience managing a public company.

 Our
management team has limited experience managing a publicly traded company, interacting with public company investors, and complying with
the increasingly complex laws pertaining to public companies. These new obligations and constituents require significant attention from
our management team and may divert their attention away from the day-to-day management of our business, which could harm our business,
results of operations, and financial condition.

 The
loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could
harm our business.

 We
depend on the leadership and experience of our relatively small number of key executive management personnel, particularly our Chief
Executive Officer and President, Wayne Williams. The loss of the services of any of these key executives or any of our executive management
members could have a material adverse effect on our business and prospects, as we may not be able to find suitable individuals to replace
such personnel on a timely basis or without incurring increased costs, or at all. Furthermore, if we lose or terminate the services of
one or more of our key employees or if one or more of our current or former executives or key employees joins a competitor or otherwise
competes with us, it could impair our business and our ability to successfully implement our business plan. Additionally, if we are unable
to hire qualified replacements for our executive and other key positions in a timely fashion, our ability to execute our business plan
would be harmed. Even if we can quickly hire qualified replacements, we would expect to experience operational disruptions and inefficiencies
during any transition.

 We
may acquire other businesses, products or technologies in order to remain competitive in our market and our business could be adversely
affected as a result of any of these future acquisitions.

 We
may make acquisitions of complementary businesses, products or technologies. If we identify any appropriate acquisition candidates, we
may not be successful in negotiating acceptable terms of the acquisition, financing the acquisition, or integrating the acquired business,
products or technologies into our existing business and operations. Further, completing an acquisition and integrating an acquired business
will significantly divert management time and resources. The diversion of management attention and any difficulties encountered in the
transition and integration process could harm our business. If we consummate any significant acquisitions using stock or other securities
as consideration, our shareholders' equity could be significantly diluted. If we make any significant acquisitions using cash consideration,
we may be required to use a substantial portion of our available cash. Acquisition financing may not be available on favorable terms,
if at all. In addition, we may be required to amortize significant amounts of other intangible assets in connection with future acquisitions,
which would harm our operating results and financial condition.

 We
may not be able to compete with our competitors in the industry because many of them have greater resources than we do.

 We
expect to continue to experience significant and increasing levels of competition in the future. In addition, there may be other companies
which are currently developing competitive products and services, or which may in the future develop technologies and products that are
comparable, superior or less costly than our own. For example, some cryogenic equipment manufacturers and shippers with greater resources
currently have solutions for storing and transporting cryogenic liquid and gases and may develop storage solutions that compete with
our services/products. Additionally, some specialty couriers with greater resources currently provide dry ice transportation and may
develop other products in the future, both of which compete with our products. 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.

 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. 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. 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. 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. 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.

 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.

 Section
404 of Sarbanes-Oxley requires annual management assessments of the effectiveness of our internal control over financial reporting. 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. 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. 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.

 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. 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.

 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. 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. Our management
has deemed certain conditions to be material weaknesses and significant deficiencies in our internal controls. 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.
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. 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.

 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. 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.

 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. 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.
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. 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

 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. 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 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. Under Nasdaq rules, a company of which more than 50% of the voting power is held by another person or group of persons acting
together is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirements
that:

 a
 majority of the board of directors consists of independent directors;

 the
 nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the
 committee's purpose and responsibilities;

 the
 compensation committee be composed entirely of independent directors with a written charter addressing the committee's purpose
 and responsibilities; and

 there
 be an annual performance evaluation of the nominating and corporate governance and compensation committees.

 Although
we do not currently intend to avail ourselves of this exemption, these requirements will not apply to us as long as we remain a controlled
company. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate
governance requirements of Nasdaq.

 Any
insurance coverage we have might not be sufficient and uninsured losses may occur.

 We
maintain minimum insurance coverage to protect us against a broad range of risks, at levels we believe are appropriate and consistent
with current industry practice. Our objective is to exclude or minimize the risk of financial loss at a reasonable cost.

 Nevertheless,
we could still be subject to risks in the following areas, among others:

 losses
 that might be beyond the limits, or outside the scope, of coverage of our insurance and that may limit or prevent indemnification
 under our insurance policies,

 inability
 to maintain adequate insurance coverage on commercially reasonable terms in the future,

 certain
 categories of risks are currently not insurable at a reasonable cost, and

 no
 assurance of the financial ability of the insurance companies to meet their claim payment obligations.

 Any
one or more of these events could have an adverse effect on our business, financial position, profit, and cash flow.

 Additionally,
we cannot be certain that our insurance coverage will be adequate for data security liabilities incurred, will cover any indemnification
claims against us relating to any incident, will be available to us on economically reasonable terms, or at all, or that any insurer
will not deny coverage as to any future claim. 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.

 Our
customers could also become the target of litigation relating to the patent and other intellectual property rights of others.

 Any
litigation relating to the intellectual property rights of others could trigger technical support and indemnification obligations in
licenses or customer agreements that we may enter into. These obligations could result in substantial expenses, including the payment
by us of costs and damages relating to claims of intellectual property infringement. In addition to the time and expense required for
us to provide support or indemnification to our customers, any such litigation could disrupt the businesses of our customers, which in
turn could hurt our relationships with such customers and cause the sale of our products to decrease. No assurance can be given that
claims for indemnification will not be made, or that if made, such claims would not have a material adverse effect on our business, operating
results or financial conditions.

in government regulation could adversely affect our business.

 The
Company is subject to legislation and regulation at the federal and local levels and, in some instances, at the state level. We expect
that court actions and regulatory proceedings will continue to refine our rights and obligations under applicable federal, state, and
local laws, which cannot be predicted. Modifications to existing requirements or imposition of new requirements or limitations could
adversely impact our business.

 We
are subject to regulation by the U.S. Food and Drug Administration ("FDA") and various state regulatory agencies, and failure
to comply with such regulations could harm our reputation, business, financial condition and results of operations.

 Certain
of our operations are subject to regulation and licensing by the FDA and similar state regulatory agencies. In addition, we may in the
future develop products, services, and procedures that may be subject to regulation by the FDA and similar state regulatory agencies.
For example, we are VAWD Accredited by the National Association Boards of Pharmacy to provide specialized services including receipt,
holding, consolidation, distribution, and recovery of your critical products internationally and domestically. We are compliant with
regulation USP 1079/1083, FDA 21 CFR Part 11/210/211 & 820, ICHQ8/Q10.

 The
regulations enforced by the FDA and similar state regulatory agencies govern a wide variety of product-related activities, including
the research, development, testing, manufacture, quality control, approval, clearance, labeling, packaging, storage, record-keeping,
promotion, advertising, distribution, marketing, post-approval monitoring and reporting, pricing, and export and import of pharmaceutical
products. If we or any of our customers, suppliers or distributors fail to comply with applicable regulatory requirements or are perceived
to potentially have failed to comply, we may face, among other things, warning letters; adverse publicity affecting both us and our customers;
investigations or notices of non-compliance, fines, injunctions, and civil penalties; import or export restrictions; partial suspensions
or total shutdown of facilities; loss of licenses or the imposition of operating restrictions; increased difficulty in obtaining required
FDA clearances or approvals or foreign equivalents; seizures or recalls of our products or those of our customers; or the inability to
sell our services. Any such regulatory agency actions could disrupt our business and operations, lead to significant remedial costs and
have a material adverse impact on our financial position and results of operations.

 Complying
with certain regulations that apply to shipments using our solutions can limit our activities and increase our cost of operations.

 Shipments
using our solutions and services are subject to various regulations in the countries to which our customers require our products and
service to be delivered. For example, shipments using our solutions may be required to comply with the shipping requirements promulgated
by the Centers for Disease Control ("CDC"), the Occupational Safety and Health Organization ("OSHA"), the Department
of Transportation ("DOT") as well as rules established by the International Air Transport Association ("IATA")
and the International Civil Aviation Organization ("ICAO"). Additionally, our data logger may be subject to regulation and
certification by the FDA, Federal Communications Commission ("FCC"), and the Federal Aviation Administration ("FAA").
We will need to ensure that our solutions and services comply with relevant rules and regulations to make our solutions and services
marketable, and in some cases compliance is difficult to determine. Significant changes in such regulations could require costly changes
to our solutions and services or prevent use of our shippers for an extended period of time while we seek to comply with changed regulations.
If we are unable to comply with any of these rules or regulations or fail to obtain any required approvals, our ability to market our
solutions and services may be adversely affected. In addition, even if we are able to comply with these rules and regulations, compliance
can result in increased costs. In either event, our financial results and condition may be adversely affected. We depend on our business
partners and unrelated and frequently unknown third party agents in foreign countries to act on our behalf to complete the importation
process and to make delivery of our shippers to the final user. 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.

 We,
along with our customers, are subject to various governmental regulations and international standards. Compliance with or changes in
such regulations may cause us to incur significant expenses, and if we fail to maintain satisfactory compliance with certain regulations,
we may be forced to recall products and cease their manufacture and distribution, and we could be subject to civil or criminal penalties.

 We,
along with our customers, are subject to various significant federal, state and local regulations, including but not limited to regulations
in the areas of health and safety, packaging, product content, employment, labor and immigration, foreign and domestic import/export
controls, trade restrictions and anti-competition. In addition, as a global operator, we are subject to the International Organization
for Standardization. We do not have contracts with any foreign customers. We do, however, contract with domestic entities that, from
time to time, use our products and services when shipping to foreign locations.

 We
must also comply with complex foreign and U.S. laws and regulations, such as the U.S. Foreign Corrupt Practices Act, and other local
laws prohibiting corrupt payments to governmental officials, anti-competition regulations and sanctions imposed by the U.S. Office of
Foreign Assets Control and other similar laws and regulations. Violations of these laws and regulations could result in fines and penalties,
criminal sanctions, restrictions on our business conduct and on our ability to offer our products in one or more countries, and could
also materially affect our brand, our ability to attract and retain employees, our international operations, our business and our operating
results. Although we will implement policies and procedures designed to ensure compliance with these laws and regulations, there can
be no assurance that our employees, contractors, or agents will not violate our policies.

 These
regulations are complex, change frequently and have tended to become more stringent over time. We may be required to incur significant
expenses to comply with these regulations or to remedy any violations of these regulations. Any failure by us to comply with applicable
government regulations could also result in the cessation of our operations or portions of our operations, product recalls or impositions
of fines and restrictions on our ability to carry on or expand our operations. In addition, because many of our products are regulated
or sold into regulated industries, we must comply with additional regulations in marketing our services. Any significant change in these
regulations could reduce demand for our services or products, force us to modify our services to comply with new regulations or increase
our costs of producing these products. If demand for our products is adversely affected or our costs increase, our operating results
and business would suffer.

 We
rely upon certain critical information systems, including our Sentry platform, for the operation of our business; the failure of any
critical information system could adversely impact our reputation and future revenues, and we may be required to increase our spending
on data and system security.

 We
rely upon certain critical information systems, including our Sentry platform which is used by us for our customers and business partners
to automate the entry of orders, prepare customs documentation and facilitate status and location monitoring of shipped orders while
in transit. In addition, the provision of services to our customers and the operation of our networks and systems involve the storage
and transmission of significant amounts of proprietary information and sensitive or confidential data, including personal information
of customers, employees and others. Our technology infrastructure and critical information systems are subject to damage or interruption
from a number of potential sources, including unauthorized intrusions, cyberattacks, software viruses or other malware, natural disasters,
power failures, employee error or malfeasances and other events. 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.

 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.

 As
part of our normal business activities, we collect and store or have access to certain proprietary confidential, and personal information,
including information about our employees, customers, suppliers and business partners, which may be entitled to protection under a number
of regulatory regimes. The protection and security of our network systems and our own information, as well as information relating to
our employees, customers, suppliers, business partners and others, is vitally important to us. Any failure of us to maintain the security
of our network systems and the proprietary, confidential, and personal data in our possession, including via the penetration of our network
security and the misappropriation of proprietary, confidential and personal information, could result in costly investigations and remediation,
business disruption, damage to our reputation, financial obligations to third parties, fines, penalties, regulatory proceedings and private
litigation with potentially large costs, and also result in deterioration in our employees', customers', suppliers'
and business partners' confidence in us and other competitive disadvantages, and thus could have a material adverse effect on our
business, financial condition and results of operations.

 The
frequency, intensity, and sophistication of cyberattacks and data security incidents has significantly increased in recent years and
is constant. As with many other businesses, we are continually subject to cyberattacks and the risk of data security incidents. Due to
the increased risk of these types of attacks and incidents, we have implemented information technology and data security tools, measures,
and processes designed to protect our networks systems, services, and the personal, confidential or proprietary information in our possession,
and to ensure an effective response to any cyberattack or data security incident. We also have privacy and data security policies in
place that are designed to detect, prevent, and/or mitigate cyberattacks and data security incidents. Whether or not these policies,
tools, and measures are ultimately successful, the expenditures could have an adverse impact on our financial condition and results of
operations and divert management's attention from pursuing our strategic objectives. As newer technologies evolve, we could be
exposed to increased risks from cyberattacks, data security events, and data breaches, including those from human error, negligence or
mismanagement or from illegal or fraudulent acts.

 Although
we take the security of our network systems and information seriously, there can be no assurance that the security measures we employ
will effectively prevent unauthorized persons from obtaining unauthorized access to our systems and information due to the evolving nature
and intensity of cyberattacks and threats to data security, in light of new and sophisticated tools and methods used by criminals and
cyberterrorists to penetrate and compromise systems, including computer viruses, malware, ransomware, phishing, misrepresentation, social
engineering and forgery, which make it increasingly challenging to anticipate, harder to detect, and more difficult to adequately mitigate
these risks. While we have cyber security insurance, we may incur significant costs in the event of a successful cyber incident against
us or in responding to and recovering from a cyber incident that are not covered by, or exceed the limits of, such insurance. Additionally,
the cost and operational consequences of implementing, maintaining and enhancing further data or system protection measures could increase
significantly to overcome increasingly intense, complex and sophisticated global cyber threats.

 Expenses
or liabilities resulting from litigation could materially adversely affect our results of operations and financial condition.

 We
may become party to various legal proceedings and other claims that arise in the ordinary course of business, or otherwise in the future.
Such matters are subject to many uncertainties and outcomes are not predictable with assurance. In addition, any such claims or litigation
may be time-consuming and costly, divert management resources, require us to change our platform, or have other adverse effects on our
business. While we cannot assure the outcome of any legal proceeding or contingency in which we are or may become involved, we do not
believe that any pending legal claim or proceeding arising in the ordinary course will be resolved in a manner that would have a material
adverse effect on our 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.

 We
operate in a competitive industry and if we cannot compete effectively, we will lose business.

 We
expect to continue to experience significant and increasing levels of competition in the future. While there are technological and marketing
barriers to entry, we cannot guarantee that these barriers will be sufficient to defend our market share against current and future competitors.
Our principal competitive considerations in our market include:

 financial
 resources to allocate to proper marketing and an appropriate sales effort;

 acceptance
 of our solutions model;

 acceptance
 of our solutions including per use fee structures and other charges for services;

 keeping
 up technologically with ongoing development of enhanced features and benefits;

 the
 ability to develop and maintain and expand strategic alliances;

 establishing
 our brand name;

 our
 ability to deliver our solutions to our customers when requested; and

 our
 timing of introductions of new solutions and services.

 Our
future revenue stream depends to a large degree on our ability to bring new solutions and services to market on a timely basis. We generally
sell our products in industries that are characterized by increased competition through frequent innovation, rapid technological changes
and changing industry standards. Without the timely introduction of new products, services and enhancements, our products and services
may become obsolete over time, in which case our revenue and operating results could suffer.

 There
may also be other companies which are currently developing competitive products and services or which may in the future develop technologies
and products that are comparable, superior or less costly than our own. For example, some specialty couriers and packaging manufacturers
with greater resources currently provide temperature-controlled packaging solutions and may develop other products or solutions in the
future, both of which compete with our products. A competitor that has greater resources than us may be able to develop and expand their
networks and product offerings more quickly, devote greater resources to the marketing and sale of their solutions and adopt more aggressive
pricing policies. We may not be able to successfully compete with a competitor that has greater resources, which may adversely affect
our business.

 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.

 We
plan to further enhance our sales, marketing and distribution capabilities in the Americas. 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. 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. 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. 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. 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.

 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.

 We
believe that establishing strategic alliances with global providers (integrators) of logistics and of shipping services, such as our
agreements with FedEx, DHL, and UPS can drive growth in our revenues, but there is no certainty to this view. We are seeking to establish
similar arrangements with other providers of international shipping services. We anticipate all such alliances will enable us to provide
seamless, end-to-end shipping solutions to customers of our respective alliance partners and allow us to leverage the established relationships
with those customers, but there is no guarantee this will happen.

 Because
our agreements with FedEx, DHL, and UPS do not contain any requirement that they use a minimum level of our services, there can be no
assurance of any significant increase in our revenues or cash flows as a result of these strategic alliances.

 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 packages. 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. 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.

 Our
products and services may contain errors or defects, which could result in damage to our reputation, lost revenues, diverted development
resources and increased service costs, litigation and product recalls. These risks may be heightened when our products or services are
used in connection with human reproductive medicine.

 Our
products and services must meet stringent requirements and we must develop our products and services solutions quickly to keep pace with
the rapidly changing market. Products and services as sophisticated as ours could contain undetected errors or defects, especially when
first introduced or when new equipment or versions of our software are released. If our products and services are not free from errors
or defects, we may incur an injury to our reputation, lost revenues, diverted development resources, increased customer service and support
costs, product recalls and litigation. The costs incurred in correcting any product errors or defects may be substantial and could adversely
affect our business, results of operations and financial condition.

 Due
to the low temperatures at which some of our products are used and the fact that some of our products are relied upon by our customers
or end users in their facilities or operations or are manufactured for relatively broad medical, transportation, or consumer use, we
face an inherent risk of exposure to claims in the event that the failure, use, or misuse of our products results, or is alleged to result,
in death, bodily injury, property or sample damage, or economic loss. The amount of damages for which we are potentially held liable
for may be higher when our products or services are used in connection with human reproductive medicine than when they are used for other
purposes. For example, in some states, damage to an embryo may be deemed wrongful death for which punitive or other damages may be awarded,
which would not otherwise be available. In addition, we specialize in the secure storage of biological specimens, materials and samples
covering the full range of temperatures from cryogenic through controlled room temperature. Any damage to these specimens, materials
and samples may be attributed to a failure of our storage systems or services, which could lead to claims for damages made by customers
and could also harm our relationship with customers and damage our reputation in the life sciences industry, resulting in material harm
to our business.

 Although
we currently maintain product liability coverage, which we believe is adequate for product liability claims and for the continued operation
of our business, it includes customary exclusions and conditions, may not cover certain specialized applications and generally does not
cover warranty claims. Additionally, such insurance may become difficult to obtain or be unobtainable in the future on terms acceptable
to us. 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.

 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.

 While
we may attempt to manage our product liability exposure by proactively recalling or withdrawing from the market any defective products,
any recall or market withdrawal of our products may delay the supply of those products to our customers and may impact our reputation.
We can provide no assurance that we will be successful in initiating appropriate market recall or market withdrawal efforts that may
be required in the future or that these efforts will have the intended effect of preventing product malfunctions and the accompanying
product liability that may result.

 Damage
to our reputation could negatively impact our business, financial condition, and results of operations.

 Our
reputation and the quality of our brand are critical to our business and success in existing markets and will be critical to our success
as we enter new markets. Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our
business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase
in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications
that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on
social media platforms is virtually immediate as is its impact. The information posted may be adverse to our interests or may be inaccurate,
each of which may harm our performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without
affording us an opportunity for redress or correction.

 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. In the ordinary course of our business,
there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe that our tax estimates
are reasonable: a) there is no assurance that the final determination of tax audits or tax disputes will not be different from what is
reflected in our income tax provisions, expense amounts for non-income-based taxes and accruals, and b) any material differences could
have an adverse effect on our financial position and results of operations in the period or periods for which determination is made.

 We
have made significant estimates and judgments in calculating our income tax provision and other tax assets and liabilities. If these
estimates or judgments are incorrect, our operating results and financial condition may be materially affected.

 We
are subject to regular review and audit by tax authorities. Any adverse outcome of such a review or audit could negatively affect our
operating results and financial condition. In addition, the determination of our provision for income taxes and other tax assets and
liabilities requires significant judgment, and there are many transactions and calculations where the ultimate tax determination is uncertain
at the present time. Although we believe our estimates and judgments are reasonable, the ultimate tax outcome may differ from the amounts
recorded in our financial statements and may have a material effect on our operating results and financial condition.

in tax laws could have a material adverse effect on our business, financial condition and results of operations.

in tax laws could have a material adverse effect on our business, financial condition and results of operations. For example, the Tax
Cuts and Jobs Act passed in 2017 contained significant changes to U.S. tax law, including a reduction in the corporate tax rate and a
moved towards a new territorial system of taxation. The primary impact of the Tax Act on our provision for income taxes was a reduction
of the future tax benefits of our deferred tax assets as a result of the reduction in the corporate tax rate. The impact of the Tax Act
may be subject to ongoing technical guidance and accounting interpretation, which we will continue to monitor and assess. 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.

 We
are subject to taxes in the United States under federal, state and local jurisdictions in which we operate. The governing tax laws and
applicable tax rates vary by jurisdiction and are subject to interpretation and macroeconomic, political or other factors. We may be
subject to examination in the future by federal, state and local authorities on income, employment, sales and other tax matters. While
we regularly assess the likelihood of adverse outcomes from such examinations and the adequacy of our provision for taxes, there can
be no assurance that such provision is sufficient and that a determination by a tax authority would not have an adverse effect on our
business, financial condition and results of operations. Various tax authorities may disagree with tax positions we take and if any such
tax authorities were to successfully challenge one or more of our tax positions, the results could adversely affect our financial condition.
Further, the ultimate amount of tax payable in a given financial statement period may be impacted by sudden or unforeseen changes in
tax laws, changes in the mix and level of earnings by taxing jurisdictions, or changes to existing accounting rules or regulations. The
determination of our overall provision for income and other taxes is inherently uncertain as it requires significant judgment around
complex transactions and calculations. As a result, fluctuations in our ultimate tax obligations may differ materially from amounts recorded
in our financial statements and could adversely affect our business, financial condition and results of operations in the periods for
which such determination is made.

 Taxing
authorities may successfully assert that we should have collected or in the future should collect sales and use, gross receipts, value-added
or similar taxes and may successfully impose additional obligations on us, and any such assessments or obligations could adversely affect
our business, financial condition and results of operations.

 The
application of indirect taxes, such as sales and use tax, value-added tax, goods and services tax, business tax and gross receipts tax,
to platform businesses is a complex and evolving issue. Many of the fundamental statutes and regulations that impose these taxes were
established before the adoption and growth of the internet and e-commerce. Significant judgment is required on an ongoing basis to evaluate
applicable tax obligations and as a result, amounts recorded are estimates and are subject to adjustments. In many cases, the ultimate
tax determination is uncertain because it is not clear how new and existing statutes might apply to our business. In addition, governments
are increasingly looking for ways to increase revenue, which has resulted in discussions about tax reform and other legislative actions
to increase tax revenue, including through indirect taxes. Such taxes could adversely affect our financial condition and results of operations.

 We
may face various indirect tax audits in various U.S. jurisdictions. In certain jurisdictions, we collect and remit indirect taxes. However,
tax authorities may raise questions about or challenge or disagree with our calculation, reporting or collection of taxes and may require
us to collect taxes in jurisdictions in which we do not currently do so or to remit additional taxes and interest, and could impose associated
penalties and fees. A successful assertion by one or more tax authorities requiring us to collect taxes in jurisdictions in which we
do not currently do so or to collect additional taxes in a jurisdiction in which we currently collect taxes, could result in substantial
tax liabilities, including taxes on past sales, as well as penalties and interest, could harm our business, financial condition and results
of operations. Although we have reserved for potential payments of possible past tax liabilities in our financial statements, if these
liabilities exceed such reserves, our financial condition will be harmed.

 As
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.

 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.

 We
are an emerging growth company, as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take
advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth
companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act
of 2002, as amended ("the Sarbanes-Oxley Act"), reduced disclosure obligations regarding executive compensation in our registration
statements, if applicable, and our periodic reports and proxy statements and exemptions from the requirements of holding nonbinding advisory
votes on executive compensation and stockholder approval of any golden parachute payments not previously approved. We will remain an
emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the date of the
first sale of our common stock pursuant to an effective registration statement, (ii) the last day of the first fiscal year in which we
have total annual gross revenues of at least $1.235 billion, (iii) the last day of the first fiscal year in which the market value of
our common stock that is held by non-affiliates exceeds $700 million, and (iv) the date on which we have issued more than $1.0 billion
in non-convertible debt securities during the prior three-year period. We cannot predict if investors will find our common stock less
attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be
a less active trading market for our common stock and our stock price may be more volatile.

 Even
after we no longer qualify as an "emerging growth company," we may still qualify as a "smaller reporting company,"
which would allow us to take advantage of many of the same exemptions from disclosure requirements, including not being required to comply
with the independent auditor attestation requirements of Section 404 and reduced disclosure obligations regarding executive compensation
in our periodic reports and proxy statements. We cannot predict if investors will find our common stock less attractive because we may
rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market
for our common stock and our share price may be more volatile.

 Under
the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards
apply to private companies. We have elected to take advantage of this extended transition period to enable us to comply with new or revised
accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no
longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS
Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements
as of public company effective dates.

 We
are also a "smaller reporting company," meaning that the market value of our stock held by non-affiliates is less than $700.0
million and our annual revenue is less than $100.0 million during the most recently completed fiscal year. We may continue to be a "smaller
reporting company" until (i) the market value of our stock held by non-affiliates is less than $250.0 million or (ii) our annual
revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates
is less than $700.0 million as of the prior June 30. If we are a "smaller reporting company" at the time we cease to be an
"emerging growth company," we may continue to rely on exemptions from certain disclosure requirements that are available
to "smaller reporting companies." Specifically, as a "smaller reporting company" we may choose to present only
the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies,
"smaller reporting companies" have reduced disclosure obligations regarding executive compensation.

 We
do not intend to pay dividends for the foreseeable future.

 Since
our conversion from a limited liability company to a corporation, we have not declared or paid any cash dividends on our capital stock.
We intend to continue with the same policy, and currently intend to retain any future earnings to finance the operation and expansion
of our business, and we do not expect to declare or pay any dividends in the foreseeable future. In addition, the terms of our existing
corporate debt agreements do, and any future debt agreements may preclude us from paying dividends. As a result, capital appreciation
of our common stock, if any, will be the only way for stockholders to realize any future gains on their investment in the foreseeable
future.

 Future
sales of a substantial number of our common stock or warrants by our existing stockholders could cause our stock price to decline.

 We
cannot predict what effect, if any, future sales of our securities, or the availability of securities for future sale, will have on the
market price of our securities. 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.

 Our
common stock may be subject to the "penny stock" rules in the future. It may be more difficult to resell securities classified
as "penny stock."

 Our
common stock may be deemed a "penny stock" (as that term is defined under Rule 3a51-1 of the Exchange Act) in any market
that may develop in the future. Generally, a "penny stock" is a common stock that is not listed on a securities exchange
and trades for less than $5.00 a share. Prices often are not available to buyers and sellers and the market may be very limited. Penny
stock in start-up companies is among the riskiest equity investments. Broker-dealers who sell penny stock must provide purchasers with
a standardized risk-disclosure document prepared by the SEC. The document provides information about penny stock and the nature and level
of risks involved in investing in the penny stock market. A broker must also provide purchasers with bid and offer quotations and information
regarding broker and salesperson compensation and make a written determination that the penny stock is a suitable investment for the
purchaser and obtain the purchaser's written agreement to the purchase. Many brokers choose not to participate in penny stock transactions.
If our common stock is deemed "penny stock", because of penny stock rules, there may be less trading activity in any market
that develops for our common stock in the future and stockholders are likely to have difficulty selling their shares.

in accounting principles and guidance, or their interpretation, could result in unfavorable accounting changes or effects, including
changes to our previously filed financial statements, which could cause our stock price to decline.

 We
prepare our financial statements in accordance with GAAP. These principles are subject to interpretation by the SEC and various bodies
formed to interpret and create appropriate accounting principles and guidance. A change in these principles or guidance, or in their
interpretations, may have a significant effect on our reported results and retroactively affect previously reported results.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 We
recognize the importance of safeguarding the security of our computer systems, software, networks, and other technology assets. We have
 implemented and maintain a security risk management program that is designed to preserve the confidentiality, integrity, and continued
availability of information under our ownership or care with the aim to continually improve security features in order to keep pace with
the evolving cyber threat landscape.

 We
face a number of cybersecurity risks in connection with our business and recognize the growing threat within the general marketplace
and our industry. Although such risks have not materially affected us, including our business strategy, results of operations or financial
condition, to date, we and our vendors have, from time to time, experienced threats to and breaches of our data and systems. For more
information about the cybersecurity risks we face, refer to Part I, Item 1A, Risk Factors of this annual report.

 Risk
Management and Strategy

 We
have implemented internal controls including regular risk assessments designed to address financial, operational and information technology
(including cybersecurity) risks and controls across our organization. These assessments are overseen by our Director of IT. We implement
cybersecurity controls and procedures designed to address cyber risks and threats, supported by third-party technologies and security
advisors and providers. We also provide cybersecurity awareness training to our employees during the onboarding process and periodically
thereafter. In addition, we engage external third-party information security consultants to periodically conduct information security
testing and assessments, and to evaluate our overarching information security program and specific incident response procedures. We also
maintain a Cyber Incident Response Plan, which is overseen by our Director of IT and is designed to coordinate our response to information
security incidents. Finally, we hold and maintain third-party insurance coverage for cybersecurity risks commensurate with industry standards
for a company of our size and stage.

 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. The
Board receives regular reports from management on our cybersecurity risks. In addition, management updates the Board, as necessary, regarding
any material cybersecurity incidents, as well as any incidents with lesser impact potential. Board members receive presentations on cybersecurity
topics from our Chief Information Officer.

 Our
management team, including our Director of IT, is responsible for assessing and managing our material risks from cybersecurity threats.
Our Director of IT has primary responsibility for our overall cybersecurity risk management program and supervises both our internal
cybersecurity personnel and our retained external cybersecurity consultants. Our consultant's experience includes over 15 years
of design, implementation and management of cyber-security programs at various levels and organizations.

 Our
management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means,
which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public
or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT
environment.

 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. 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. In addition, we lease three other properties for warehousing and distribution
purposes. Our aggregate current monthly rental expense is $34,798.

 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

 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.

 16025 Farm to Market 32, Blanco, Texas 78606

 6,500 sq. ft.

 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. 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.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 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.

 Dividends

 We
have never declared or paid cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to
finance the growth and development of our business. In addition, the terms of any future debt agreements may preclude us from paying
dividends. As 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.

 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
6. RESERVED

 Not
applicable.

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations
for the periods indicated. The discussion should be read in conjunction with our audited consolidated financial statements and the related
notes included elsewhere in this Annual Report on Form 10-K. In addition to historical information, the following Management's
Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties.
Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors
discussed herein and any other periodic reports filed and to be filed with the SEC.

 Overview

JMB is a vertically integrated logistics and fulfillment company which provides thermal management logistics solutions to the life sciences
industry through a combination of proprietary packaging, information technology and specialized cold chain logistics knowhow. 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.

 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 strive to be
recognized as the premier provider of logistics and fulfillment of a broad range of value-added services based upon the breadth of those
services, quality, responsiveness, customer service, information technologies, safety, and cost effectiveness.

 We
view our solutions as disruptive to the "older technologies" of dry ice and liquid nitrogen, in that our solutions are comprehensive
and combine our competencies in configurations that are customized to our client's requirements. We provide comprehensive, reliable,
economic alternatives to all existing logistics solutions and services utilized for frozen shipping in the life sciences industry (e.g.,
personalized medicine, cell therapies, stem cells, cell lines, vaccines, diagnostic materials, semen, eggs, embryos, cord blood, organs,
bio-pharmaceuticals, infectious substances, and other commodities that require continuous exposure to cryogenic or frozen temperatures).
As part of our services, we provide the ability to monitor, record and archive crucial information for each shipment that can be used
for scientific and regulatory purposes.

 Seasonality

 Based
on our industry and our historic trends, we expect our operations to vary seasonally. Typically, revenue will be highest in the third
and fourth calendar quarters and lowest in the first and second calendar quarters. These seasonal variations result in fluctuations in
waste volumes due to weather conditions and general economic activity. We also expect that our operating expenses may be higher during
the winter months due to periodic adverse weather conditions that can slow the collection of waste, resulting in higher labor and operational
costs.

 Results
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

 $
 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

 %

 Total operating expenses

 4,838,077

 3,447,058

 1,391,019

 %

 Income (loss) from operations

 (2,274,814
)

 2,202,063

 (4,476,877
)

 -203
 %

 Other income (expense)

 6,532

 2,045

 4,487

 %

 Income before income taxes

 (2,268,282
)

 2,204,108

 (4,472,390
)

 -203
 %

 Provision for income taxes

 2,366

 %

 $
 (2,293,648
)

 $

 $
 (4,474,756
)

 -205
 %

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.
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.
We note that a customer that represented approximately $4,000,000 of our 2023 revenue temporarily suspended ordering from us. That customer
has not terminated our business relationship, and we anticipate continued business from them.

 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.

 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. 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. 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
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 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 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.

 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.

 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. In their audit report for the fiscal year ended December 31, 2024, included in this annual report,
our independent auditors expressed an unqualified opinion.

 Year Ended

 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
)

 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. 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.

 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.

 Cash
provided by (used in) financing activities

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. 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. The sale of additional equity may dilute investors and newly issued shares may contain senior rights and preferences
compared to currently outstanding shares of common stock. Issued debt securities may contain covenants and limit our ability to pay dividends
or make other distributions to stockholders. 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.

 Critical
Accounting Policies and Significant Judgments and Estimates

 This
discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared
in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements,
as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various
other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about
the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates
under different assumptions or conditions. 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.

 We
believe our most critical accounting policies and estimates relate to the following:

Recognition

 The
Company accounts for revenue under ASC 606, Revenue from Contracts with Customers. The Company determines revenue recognition through
the following steps:

 Identification
 of a contract with a customer;

 Identification
 of the performance obligations in the contract;

 Determination
 of the transaction price;

 Allocation
 of the transaction price to the performance obligations in the contract; and

 Recognition
 of revenue when or as the performance obligations are satisfied.

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.

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.

 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
following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into
Levels 1 to 3 based on the degree to which fair value is observable:

 Level
 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities);

 Level
 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for
 the asset or liability, either directly (i.e., as prices) or indirectly (i.e. derived from prices); and

 Level
 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not
 based on observable market data (unobservable inputs).

 Financial
instruments classified as Level 1 quoted prices in active markets include cash and cash equivalents.

 These
consolidated financial instruments are measured using management's best estimate of fair value, where the inputs into the determination
of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and
require significant judgments. Changes in such judgments could have a material impact on fair value estimates.

 In
addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic
conditions may also dramatically affect the estimated fair values.

 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. The carrying value of long-term debt approximates fair value, as the variable interest rates approximate current
market rates.

 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).
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. 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. 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.

 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. 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. 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.

 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. 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. 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. We do not believe inflation has had a material effect on our results
of operations during the periods presented.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 As
a "smaller reporting company," as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information
in this Item.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The
financial statements and supplementary financial information required by this Item are set forth immediately following the signature
page and are incorporated herein by reference.

FINANCIAL STATEMENTS

 DECEMBER
31, 2024 AND 2023

 REPORT
 OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 0 89)

 BALANCE SHEETS

 STATEMENTS OF OPERATIONS

 STATEMENTS OF STOCKHOLDERS' EQUITY

 STATEMENTS OF CASH FLOWS

 NOTES
 TO CONSOLIDATED FINANCIAL STATEMENTS

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 As a public company, we will be subject to the
reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act. 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.

 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. 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. Our management
has deemed certain conditions to be material weaknesses and significant deficiencies in our internal controls. 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.
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. 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.

 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. 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.

 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. 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. 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. 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.

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 MANAGEMENT

 Directors
and Executive Officers

 The
following sets forth information on our executive officers, directors, and director nominees as of December 31, 2024.

 Name

 Age

 Position

 Wayne
 Williams

 Chief
 Executive Officer, President and Chairman of the Board of Directors (1)(2)

 Eric
 L. Kash

 Vice President, Director (1)(2)

 Jeffrey
 Appleman

 Chief
 Financial Officer

 Dr.
 David J. Croyle

 Chief
 Medical Officer

 Liberty
 Duke

 Director (1)

 Mark
 Meller

 Director (1)

 Gerald
 Dial

 Director (1)

 (1)

 Appointed
 to our board of directors on February 4, 2025.

 (2)

 Mr. Kash was appointed as Chairman to our board of directors on February
4, 2025, with Mr. Williams succeeding on February 12, 2025.

Officers and Directors

 Wayne
Williams is the founder, Chief Executive Officer, President, and Chairman of the Board of Directors of Callan JMB Inc. Mr.
Williams is one of the nation's leading experts on temperature control cold chain management and has lectured and written
several key documents describing this process, and brings all his expertise as the leader of Callan JMB Inc. Mr. Williams's
vast experience qualifies him to serve as the Chief Executive Officer and also as a member of the Board.

 Eric
L. Kash has served as Executive Vice President, and Director since October 1, 2024. Prior to joining Callan
JMB, since 2015, Mr. Kash has been operating as the President of Alpha Kash, LLC, a business consultancy service. In this capacity, Mr.
Kash has assisted companies in business development, corporate strategy, and capital formation. The industries included technology, consumer
goods, medical devices and an e- prescription company.

 Prior
to Alpha Kash, LLC, between January 2008 to March 2013, Mr. Kash was the CEO/CFO of Coupon Express Inc., a publicly traded company that
was engaged in advertising and couponing with national supermarket chains and worked as an investment banker in the microcap sector for
over 10 years. Mr. Kash completed his B.S. in Accounting and graduated magna cum laude from Bentley College, received an MBA from the
University of Virginia's Darden School in 1983 and received a CPA accreditation in 1981. We believe that Mr. Kash's prior
work experience, expertise in running a public company, and business acumen will be critical in our operations and be of great assistance
to us in their capacity as the member of our Board.

 Jeffrey
Appleman served as our Interim Chief Financial Officer ("CFO") since February 2024, and has been serving as our CFO,
since October 1, 2024. Prior to joining Callan, since March 2019, Mr. Appleman has served as the Director of CFO Consulting Partners
LLC's manufacturing, distribution and business services practice. During his time at CFO Consulting Partners LLC, he has advised
C-Suite level and management of several publicly traded companies. Mr. Appleman has over 40 years of experience, both in public accounting
and the private sector. During his career in public accounting, primarily at Marks Paneth LLP between 1979 to 1991, he serviced small-and-medium
sized entities and primarily privately held companies. In the private sector, he has served as the Chief Financial Officer at Love and
Quiches between 2005 to 2010, a domestic and international frozen food desert company, and at Standard Folding Cartons, a paper converting
company in New York and Louisville between 1993 and 2002. Having served as the Chief Financial Officer of several entities in the past,
Mr. Appleman has been and will be a key member of the senior leadership team at Callan JMB.

 Dr.
David J. Croyle has served as the Company's Chief Medical Officer since March of 2007. Dr. Croyle has been a practicing
physician for more than 36 years. He received his B.S. from Gannon University and his M.D. from the Uniformed Services University of
the Health Sciences. He completed his internship and diagnostic radiology residency at the Brooke Army Medical Center. Dr. Croyle also
served as an instructor of radiology at the Tripler Army Medical Center. He was board certified by the National Board of Medical Examiners
in 1989 and by the American Board of Radiology in 1993.

Directors

 Liberty
Smith Duke was appointed to the Board of the Company effective February 4, 2025. Ms. Duke currently serves as president of ERIS
Inc. where she has worked since 1998. ERIS is a firm that offers an expansive range of management, consulting, and lobbying services
for a broad spectrum of businesses and associations. Ms. Duke also serves as president of Health Heroes Inc., a mass vaccinator. During
her tenure at Health Heroes she has built a large network of school located vaccination clinics throughout multiple states. She also
serves as president of HNH Immunizations Inc., another mass vaccinator. Ms. Duke studied business administration at the Wallace School.

 The
Company believes Ms. Duke is qualified to serve as a member of the Company's board of directors because of her years of experience
in consulting for and working with entities in the public and private sectors. We believe her background will help us in our emergency
response business and assist in expanding the market for our services into new areas.

 Mr.
Mark Meller was appointed to the Board of the Company effective February 4, 2025. He was the Chairman and CEO of SilverSun Technologies,
a NASDAQ-listed company, from May 2009 until June 2024. From 2004-2009 he was President and a director of the company. Mr. Meller is
currently the President of SWK Technologies, Inc., a wholly-owned subsidiary of QXO, Inc. (the successor company to SilverSun). From
October 2004 until February 2007, Mr. Meller was the President, Chief Executive Officer, Chief Financial Officer and Director of Deep
Field Technologies, Inc. From December 2004 until September 2009, Mr. Meller was the President, Chief Executive Officer, Chief Financial
Officer and Director of MM2 Group, Inc. From August 2005 until August 2006, Mr. Meller was the President, Chief Executive Officer and
Chief Financial Officer of iVoice Technology, Inc. From 1988 until 2003, Mr. Meller was Chief Executive Officer of Bristol Townsend and
Co., Inc., a New Jersey based consulting firm providing merger and acquisition advisory services to middle market companies. From 1986
to 1988, Mr. Meller was Vice President of Corporate Finance and General Counsel of Crown Capital Group, Inc, a New Jersey based consulting
firm providing advisory services for middle market leveraged buy-outs. Prior to 1986, Mr. Meller was a financial consultant and practiced
law in New York City. He is a member of the New York State Bar.

 Mr. Meller has a B.A. from the State University of New York at Binghamton
and a J.D. from the Boston University School of Law

 The
Company believes Mr. Meller is qualified to serve as a member of the Company's board of directors because of his extensive years
of experience in financial management and reporting, mergers and acquisitions and management of exchange listed companies. We believe
his background and demonstrated business acumen will aid in our transition to a public company and enhance our opportunities.

 Senator
Gerald Dial was appointed to the Board of the Company effective February 4, 2025. Senator Dial served as an Alabama State Representative
and later State Senator representing six counties in East Alabama. Senator Dial was a member of the Alabama National Guard for over 36
years. He served the Guard in a number of capacities and retired in 1997 from the position of Assistant Adjutant General. He has over
25 years experience in the real estate development business. He was the Director of the Alabama Rural Action Commission from 2006 to
2010 where he focused on rural health improvement and job, infrastructure and broadband development. Senator Dial has a B.S. from Livingston
University and has taken advanced education courses at Auburn University.

 The
Company believes Senator Dial is qualified to serve as a member of the Company's board of directors because of his extensive public
service and his years of experience in logistics support. We believe his experience and reputation will enhance our ability to work in
both the public and private sectors.

 Family
Relationships

 Our
Chief Executive Officer and President, Mr. Wayne Williams, and our Chief Medical Officer, Mr. David J. Croyle, M.D., are brothers-in-law.

 Involvement
in Certain Legal Proceedings

 To
the best of our knowledge none of our directors, director nominees or executive officers has, during the past ten years:

 been
 convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor
 offenses);

 had
 any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business
 association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years
 prior to that time;

 been
 subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction
 or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in
 any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be
 associated with persons engaged in any such activity;

 been
 found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures
 Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended,
 or vacated;

 been
 the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently
 reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged
 violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions
 or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,
 civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting
 mail or wire fraud or fraud in connection with any business entity; or

 been
 the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
 (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange
 Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons
 associated with a member.

 Corporate
Governance

 Governance
Structure

 Our
corporate governance guidelines provide our board of directors with flexibility to combine or separate the positions of Chairman of
the Board and Chief Executive Officer in accordance with its determination that utilizing one or the other structure is in the best
interests of our company. Currently, Mr. Wayne Williams serves as our Chief Executive Officer, President, and Chairman of the
Board.

 As
Chairman of the Board, Mr. Williams's key responsibilities include facilitating communication between our board of directors and management,
assessing management's performance, managing board members, preparing the agenda for each board meeting, acting as chair of board
meetings and meetings of our company's stockholders and managing relations with stockholders, other stakeholders and the public.

 We
will take steps to ensure that adequate structures and processes are in place to permit our board of directors to function independently
of management. The directors will be able to request at any time a meeting restricted to independent directors for the purpose of discussing
matters independently of management and are encouraged to do so should they feel that such a meeting is required.

 The
Board's Role in Risk Oversight

 Our
board of directors oversees that the assets of our Company are properly safeguarded, that the appropriate financial and other controls
are maintained, and that our business is conducted wisely and in compliance with applicable laws and regulations and proper governance.
Included in these responsibilities is the board's oversight of the various risks facing our Company. In this regard, our board
seeks to understand and oversee critical business risks. Our board does not view risk in isolation. Risks are considered in virtually
every business decision and as part of our business strategy. Our board recognizes that it is neither possible nor prudent to eliminate
all risks. Indeed, purposeful and appropriate risk-taking is essential for our company to be competitive on a global basis and to achieve
its objectives.

 While
the board oversees risk management, company management is charged with managing risk. Management communicates routinely with the board
and individual directors on the significant risks identified and how they are being managed. Directors are free to, and indeed often
do, communicate directly with senior management.

 Our
board administers its risk oversight function as a whole by making risk oversight a matter of collective consideration. Once the board
establishes committees, it is anticipated that much of the work will be delegated to such committees, which will meet regularly and report
back to the full board. It is anticipated that the audit committee will oversee risks related to our financial statements, the financial
reporting process, accounting and legal matters, that the compensation committee will evaluate the risks and rewards associated with
our compensation philosophy and programs, and that the nominating and corporate governance committee will evaluate the risk associated
with management decisions and strategic direction.

Directors

 Under
the listing requirements and rules of Nasdaq, independent directors must comprise a majority of a board of directors as a listed company
within one year of the closing of an initial public offering.

 Our
board of directors has undertaken a review of its composition, the composition of its committees and the independence of each director
and director nominee. Based upon information requested from and provided by each director and independent director concerning his or
her background, employment and affiliations, including family relationships, our board of directors has determined that each of Messrs.
Meller and Dial and Ms. Duke do not have any relationships that would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director and that each of these director nominees is "independent" as that term is defined
under the applicable rules and regulations of the SEC, and the listing requirements and rules of Nasdaq. In making this determination,
our board of directors considered the current and prior relationships that each non-employee director nominee has with our company and
all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial
ownership of our capital stock by each non-employee director nominee.

 Committees
of the Board of Directors

 Our
Board directs the management of our business and affairs and conducts its business through meetings of the Board and its standing committees.
As of the date hereof, the Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance
Committee. In addition, from time to time, special committees may be established under the direction of the board of directors when necessary
to address specific issues.

 Audit
Committee

 We
have a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. Our Audit
Committee is comprised of Mark Meller, Liberty Duke and Gerald Dial, each of whom satisfy the "independence" requirements
of Rule 10A-3 under the Exchange Act and Nasdaq listing standards, and serve on our audit committee, with Mark Meller serving as the
chairman. Mr. Meller qualify as an "audit committee financial expert." Our audit committee oversees our accounting and financial
reporting processes and the audits of the financial statements of our Company. The primary purpose of the audit committee is to discharge
the responsibilities of our board of directors with respect to our corporate accounting and financial reporting processes, systems of
internal control and financial statement audits, and to oversee our independent registered public accounting firm. Specific responsibilities
of our audit committee include:

 helping
 our board of directors oversee our corporate accounting and financial reporting processes,

 and discussing with our management the adequacy and effectiveness of our disclosure controls and procedures,

 assisting
 with the design and implementation of our risk assessment functions,

 managing
 the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered
 public accounting firm to audit our financial statements,

 discussing
 the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the
 independent accountants, our interim and year-end operating results,

 developing
 procedures for employees to submit concerns anonymously about questionable accounting or audit matters,

 related person transactions,

 obtaining
 and reviewing a report by the independent registered public accounting firm at least annually that describes our internal quality
 control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable
 law, and

 approving
 or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting
 firm.

 Our
audit committee operates under a written charter, which satisfies the applicable listing standards of Nasdaq.

Committee

 The
Company has formed a Compensation Committee comprised of three directors: Mark Meller, Liberty Duke and Gerald Dial, with Ms. Duke serving
as the chairman. Our Board has affirmatively determined that each satisfy the "independence" requirements defined under the
applicable listing standards of the NASDAQ, including the standards specific to members of a compensation committee and meet the independence
standards under Rule 10A-3 under the Exchange Act. Our Compensation Committee assists the Board in reviewing and approving the compensation
structure, including all forms of compensation, relating to our directors and executive officers. No officer may be present at any committee
meeting during which such officer's compensation is deliberated upon. The Compensation Committee is responsible for, among other
things:

 and recommending to our board of directors the compensation of our chief executive officer and other executive officers,

 and recommending to our board of directors the compensation of our directors,

 administering
 our equity incentive plans and other benefit programs,

 reviewing,
 adopting, amending, and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans,
 change-of-control protections, and any other compensatory arrangements for our executive officers and other senior management,

 and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy,
 and

 and evaluating with the chief executive officer the succession plans for our executive officers.

 Our
compensation committee operates under a written charter, which satisfies the applicable listing standards of the Nasdaq.

 Nominating
and Corporate Governance Committee

 The
Company has formed a Nominating and Corporate Governance Committee comprised of three directors: Mark Meller, Liberty Duke and Gerald
Dial, each of whom satisfy the "independence" requirements of Rule 10A-3 under the Exchange Act and the Nasdaq listing standards,
with Senator Dial serving as the chairman. The nominating and corporate governance committee assists our Board in selecting individuals
qualified to become our directors and in determining the composition of the board and its committees.

 Specific
responsibilities of our nominating and corporate governance committee include:

 identifying
 and evaluating candidates, including the nomination of incumbent directors for re-election and nominees recommended by stockholders,
 to serve on our board of directors,

 considering
 and making recommendations to our board of directors regarding the composition and chairmanship of the committees of our board of
 directors,

 with our chief executive officer the plans for succession to the offices of our executive officers and making recommendations to
 our board of directors concerning the selection of appropriate individuals to succeed in these positions,

 developing
 and making recommendations to our board of directors regarding corporate governance guidelines and matters, and

 overseeing
 periodic evaluations of the board of directors' performance, including committees of the board of directors.

 Our
nominating and corporate governance committee operate under a written charter, which satisfies the applicable listing standards of Nasdaq.

 Other
Committees

 Our
board of directors may establish other committees as it deems necessary or appropriate from time to time.

 In
the 2023 and 2024 fiscal years, we did not provide compensation to our directors for their service.

Director Agreements

 On
October 1, 2024, the Company entered into a director agreement (the "Director Agreement") with each of Messrs. Dial and Meller
and Ms. Duke. Pursuant to the Director Agreement, each director was appointed as a member of the board of directors of the Company effective
February 4, 2025 with our initial public offering, and until the next annual meeting of the Company's stockholders or until their
earlier resignation, removal or death.

 In
consideration for serving as a member of the Company's board of directors, each director shall be paid a cash fee of $6,250 per
fiscal quarter. In addition, each director will be awarded 6,250 shares of the Company's common stock each fiscal quarter and will
be entitled to participate in an equity incentive plan after its approval by the Board.

 The
Company has also agreed to reimburse the directors for reasonable business-related expenses approved by the Company in advance, such
approval not to be unreasonably withheld.

 A
director's Director Agreement will automatically terminate upon the death of the director or upon his resignation or removal from,
or failure to win election or reelection to, the board. In the event of expiration or termination of a director's Director Agreement,
the director has agreed to return or destroy any materials transferred to the director under the Agreement except as may be necessary
to fulfill any outstanding obligations hereunder.

 In
connection with each Director Agreement, each director has entered into a Proprietary Information Agreement (the "Proprietary Information
Agreement") pursuant to which the director shall maintain in trust and confidence and not disclose to any third party or use for
any unauthorized purpose any proprietary information received from the Company and only in connection with providing services as a member
of the Company's board of directors. However, a director's disclosure of proprietary information shall not be precluded if
such disclosure is (i) in response to a valid order, including a subpoena, of a court or other governmental body of the United States
or any political subdivision thereof; provided, however, that to the extent reasonably feasible, the director shall first have given
the Company notice of the director's receipt of such order and the Company shall have had an opportunity to obtain a protective
order requiring that the proprietary information so disclosed be used only for the purpose for which the order was issued; (ii) otherwise
required by law; or (iii) otherwise necessary to establish rights or enforce obligations under the Proprietary Information Agreement,
but only to the extent that any such disclosure is necessary.

 The
Proprietary Information Agreement shall continue in full force and effect during the term of the Director Agreement. The Proprietary
Information Agreement may be terminated at any time thereafter upon thirty (30) days written notice to the other party. The director's
confidentiality obligations under the Proprietary Information Agreement with respect to proprietary information disclosed prior to the
effective date of such termination shall survive 18 months after the termination of the agreement; provided, however, the director's
obligations under the Proprietary Information Agreement for proprietary information constituting "trade secrets" survive
the termination of the Proprietary Information Agreement indefinitely.

Term Limits

 Our
board of directors has not adopted policies imposing an arbitrary term or retirement age limit in connection with individuals serving
as directors as it does not believe that such a limit is in the best interests of our company. Our nominating and corporate governance
committee will annually review the composition of our board of directors, including the age and tenure of individual directors. Our board
of directors will strive to achieve a balance between the desirability of its members having a depth of relevant experience, on the one
hand, and the need for renewal and new perspectives, on the other hand.

 Risk
Oversight

 Our
board of directors oversees the risk management activities designed and implemented by our management. Our board of directors executes
its oversight responsibility for risk management both directly and through its committees. The full board of directors also considers
specific risk topics, including risks associated with our strategic plan, business operations and capital structure. In addition, our
board of directors regularly receives detailed reports from members of our senior management and other personnel that include assessments
and potential mitigation of the risks and exposures involved with their respective areas of responsibility.

 Our
board of directors has delegated to the audit committee oversight of our risk management process. Our other board committees also consider
and address risk as they perform their respective committee responsibilities. All committees report to the full board of directors as
appropriate, including when a matter rises to the level of a material or enterprise level risk.

 Code
of Ethics

 Our
board of directors has adopted a Code of Ethics that applies to all of our employees, including our chief executive officer, chief financial
officer and principal accounting officer. Our Code of Ethics is available on our website at  by clicking
on " Investor Relations." If we amend or grant a waiver of one or more of the provisions of our Code of Ethics, we
intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of
our Code of Ethics that apply to our principal executive officer, financial and accounting officers by posting the required information
on our website at the above address within four business days of such amendment or waiver. The information on our website is not part
of this prospectus.

 Our
board of directors, management and all employees of our company are committed to implementing and adhering to the Code of Ethics. Therefore,
it is up to each individual to comply with the Code of Ethics and to be in compliance of the Code of Ethics. If an individual is concerned
that there has been a violation of the Code of Ethics, he or she will be able to report in good faith to his or her superior. While a
record of such reports will be kept confidential by our company for the purposes of investigation, the report may be made anonymously
and no individual making such a report will be subject to any form of retribution.

 Rule
10b5-1 Trading Arrangement

 None

 ITEM
11. EXECUTIVE COMPENSATION

 Summary
Compensation Table - Years Ended December 31, 2024 and 2023

 The
following table sets forth information concerning all cash and LLC distributions earned by or paid to our directors and executive officers.

 Name and Principal
 Position

 Year

 Guaranteed
 Payments

 Remuneration
 (1,2,3)

 Bonus

 LLC
 Distributions (1)

 Total

 Wayne Williams, Chief Executive
 Officer, President, and Chairman of the Board

 2024

 $
 25,000

 $
 453,085

 $
 -

 $
 2,496,191

 $
 2,974,276

 2023

 $
 300,000

 $
 -

 $
 -

 $
 5,596,896

 $
 5,896,896

 David J. Croyle, M.D., Chief Medical Officer

 2024

 $
 -

 $
 -

 $
 -

 $
 832,063

 $
 832,063

 2023

 $
 -

 $
 -

 $
 -

 $
 1,800,000

 $
 1,800,000

 Eric Kash, Executive Vice President and Director
 (2)

 2024

 $
 -

 $
 102,885

 $
 -

 $
 -

 $
 102,885

 2023

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Jeffrey Appleman, Chief Financial Officer(3)

 2024

 $
 -

 $
 171,739

 $
 -

 $
 -

 $
 171,739

 2023

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 (1)

 calculated for the reorganization of Coldchain Technology Services, LLC, and any/all earlier compensations and proceeds received
 by the then members of the limited liability entity.

 (2)

 Prior
 to their employment, Mr. Kash received $17,000 for consulting services provided to the Company during and for the year ended December
 31, 2024.

 (3)

 Prior
 to their employment, Mr. Appleman received $171,739 for consulting services provided to the Company during the year ended December
 31, 2024

Agreements

 Wayne
Williams, Chief Executive Officer, President, and Chairman of the Board

 On
October 15, 2024, (the "Effective Date") we entered into an employment agreement (as amended as of October 24, 2024, the
"CEO Agreement") with Wayne Williams pursuant to which Mr. Williams has agreed to serve as the Chief Executive Officer of
the Company. The term of the CEO Agreement (the "Term") commenced on the Effective Date and shall continue until the second
(2nd) anniversary thereof (the "Initial Term"), unless terminated earlier pursuant to the terms of the CEO Agreement; provided
that, on such second (2nd) anniversary of the Effective Date and each one (1) year annual anniversary thereafter (such date and each
annual anniversary thereof, a "Renewal Date"), the CEO Agreement shall be deemed to be automatically extended, upon the same
terms and conditions, for successive periods of one (1) year (each "Renewal Term"), unless either party provides written
notice of its intention not to extend the term of the CEO Agreement at least 90 days prior to the applicable Renewal Date.

 For
services performed by Mr. Williams under the CEO Agreement, the Company has agreed to pay Mr. Williams an annual base salary during the
Initial Term of $500,000, subject to the recommendation of the Compensation Committee and approval of the Board (with Mr. Williams recusing
himself from such vote) (the "Base Salary"). During the remainder of the Term, the Base Salary shall be reviewed by the Compensation
Committee and/or the Board each year, and the Board may, from time to time, increase such Base Salary.

 For
each fiscal year of the Company during the Term, the Company shall afford Mr. Williams the opportunity to earn an incentive bonus equal
to forty percent (40%) of the Base Salary for such fiscal year and shall be payable to the extent the applicable performance goals are
achieved (which goals and payment matrices shall be set by the Compensation Committee of the Board in its discretion). Also, during the
Term, Mr. Williams received 200,000 options to purchase the Company's common stock with an exercise price equal to the price of our common stock at our initial public offering. Such options shall vest quarterly over a 24- month period starting 3 months after the closing of
this offering.

 In
addition to the foregoing, Mr. Williams is entitled to receive the following equity awards if the specified milestones are achieved:

 50,000
shares of the Company's common stock upon the closing of each acquisition after the closing of our initial public offering;

 125,000
shares of the Company's common stock upon the Company achieving a first-time market valuation of $75 million or more;

 125,000
shares of the Company's common stock upon the Company achieving a first-time market valuation of $150 million or more;

 50,000
shares of the Company's common stock upon the Company achieving a positive EBITDA for the first time in any full calendar year;
and

 125,000
shares of the Company's common stock upon the Company achieving an EBITDA of $10 million for the first time in a full calendar
year.

 The
amount and terms of any other long-term incentive awards awarded to Mr. Williams shall be set by the Compensation Committee in its discretion.

the Term, if (i) a Change in Control has occurred, Mr. Williams shall be paid a bonus (the "Change in Control Transaction Bonus"),
in cash, equal to two (2) times the Base Salary as in effect immediately before such Change in Control. If applicable, the Change in
Control Transaction Bonus shall be paid in a lump sum within fifteen (15) days after the consummation of such Change in Control and the
following certification by the Board of the occurrence of such Change in Control.

 "Change
in Control" means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following
events:

 (i)

 A
 transaction or series of transactions (other than an offering of common stock to the general public through a registration statement
 filed by the Company with the Securities and Exchange Commission) whereby any "Person" or related "group"
 of "persons" (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any
 of its subsidiaries, any benefit plan maintained by the Company or any of its subsidiaries or a "Person" that, prior
 to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or
 indirectly acquires beneficial ownership (within the meaning of Rule 13(d)(3) under the Exchange Act) of securities of the Company
 possessing more than fifty percent (50%) of the total combined voting power of the Company's securities outstanding immediately
 after such acquisition;

 (ii)

 The
 consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries)
 of (x) a merger, consolidation, reorganization, or business combination, or (y) a sale or other disposition of all or substantially
 all of the Company's assets in any single transaction or series of related transactions:

 (A)

 which
 results in the Company's voting securities outstanding immediately before the transaction continuing to represent (either by
 remaining outstanding or by being converted into voting securities of the Company or the Person that, as a result of the transaction,
 controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company's assets
 or otherwise succeeds to the business of the Company (the Company or such Person, the "Successor Entity") directly or
 indirectly, at least a majority of the combined voting power of the Successor Entity's outstanding voting securities immediately
 after the transaction, and

 (B)

 after
 which no Person or group beneficially owns voting securities representing fifty percent (50%) or more of the combined voting power
 of the Successor Entity; provided, however, that no Person or group shall be treated as beneficially owning fifty percent
 (50%) or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior
 to the consummation of the transaction.

 The
Agreement is automatically terminated upon the death of Mr. Williams. The Company may also terminate the Agreement due to the disability
of Mr. Williams or with or without "Cause." Mr. Williams may also terminate the Agreement with or without "Good Reason."

 "Cause"
means the occurrence of one or more of the following events:

 (i)

 Mr.
 Williams' continued refusal or failure to perform (other than by reason of disability) his material duties and responsibilities
 to Company if such refusal or failure is not cured within thirty (30) days following written notice of such refusal or failure by
 Company to Mr. Williams, or his continued refusal or failure to follow any reasonable lawful direction of the Board if such refusal
 or failure is not cured within thirty (30) days following written notice of such refusal or failure by Company to Mr. Williams;

 (ii)

 willful,
 grossly negligent or unlawful misconduct by Mr. Williams which causes material harm to Company or its reputation;

 (iii)

 the
 Company is directed in writing by regulatory or governmental authorities to terminate the employment of Mr. Williams or Mr. William
 engages in activities that: (i) are not approved or authorized by the Board, and (ii) cause actions to be taken by regulatory or
 governmental authorities that have a material adverse effect on Company; or

 (iv)

 a
 conviction, plea of guilty, or plea of nolo contendere by Mr. Williams, of or with respect to a criminal offense which is
 a felony or other crime involving dishonesty, disloyalty, fraud, embezzlement, theft, or similar action(s) (including, without limitation,
 acceptance of bribes, kickbacks or self-dealing), or the material breach of Mr. Williams fiduciary duties with respect to Company.

 "Good
Reason" means, without Mr. Williams' express written consent: (i) a material reduction in the Base Salary, then in effect,
except a material diminution generally affecting all of the members of the Company's management, (ii) a material reduction in job
title, position or responsibility, (iii) a material breach of any term or condition contained in the CEO Agreement, or (iv) a relocation
of Mr. Williams' principal worksite that is more than fifty (50) miles from Mr. Williams' principal worksite as of the Effective
Date. However, none of the foregoing events or conditions will constitute "Good Reason" unless (i) Mr. Williams provides
Company with written notice of the existence of Good Reason within ninety (90) days following the occurrence thereof, (ii) Company does
not reverse or otherwise cure the event or condition within thirty (30) days of receiving that written notice, and (iii) Mr. Williams
resigns Mr. Williams' employment within thirty (30) days following the expiration of that cure period.

 If
the Company terminates the CEO Agreement for Cause, Mr. Williams will receive Mr. Williams' earned but unpaid Base Salary and unreimbursed
expenses. Except as provided herein, the Company will have no further obligation to Mr. Williams upon the termination of Mr. Williams'
employment.

 In
the event of a termination of Mr. Williams' employment without Cause, in addition to the Final Compensation, Mr. Williams shall
receive:

 (1)

 continuation
 of the Base Salary, at the rate in effect as of the date immediately preceding the date of termination, until the earlier of: (x)
 the Term end date and (y) the first anniversary of the date of termination ( provided, however, if the date of termination
 is after the first anniversary of the Effective Date, the period pursuant to this subsection shall be eighteen (18) months after
 the date of termination);

 (2)

 if
 the date of termination occurs after the end of a calendar year but prior to the date on which a Bonus under the Agreement, the Bonus;
 and

 (3)

 payment
 of a pro-rata portion of the amount of the Bonus for the year in which termination occurs that would have been payable based
 on actual performance determined under the terms of the Bonus as then in effect for such year.

 If
Mr. Williams terminates the CEO Agreement other than for Good Reason, Mr. Williams will receive Mr. Williams' earned but unpaid
Base Salary and unreimbursed expenses.

 Eric
Kash, Executive Vice President and Director

 On
October 1, 2024, we entered into an employment agreement (as amended on October 24, 2024, the "EVP Agreement") with Eric
Kash pursuant to which Mr. Kash agreed to serve as the Executive Vice President and Director on the Board of the Company. The term
of the EVP Agreement (the "Term") commenced as of October 1, 2024, became effective upon the closing of our initial
public this offering and shall continue until the second (2nd) anniversary thereof (the "Initial Term"), unless
terminated earlier pursuant to the terms of the EVP Agreement; provided that, on such second (2nd) anniversary and each one (1) year
annual anniversary thereafter (such date and each annual anniversary thereof, a "Renewal Date"), the EVP Agreement shall
be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one (1) year (each
"Renewal Term"), unless either party provides written notice of its intention not to extend the term of the Agreement at
least 90 days prior to the applicable Renewal Date.

 For
services performed by Mr. Kash under the EVP Agreement, the Company has agreed to pay Mr. Kash an annual base salary of (i) $220,000
for the period from the closing of our initial public offering through December 31, 2025, (ii) $250,000 for the period from January 1, 2026, through
December 31, 2026 and (iii) $280,000 for the period from January 1, 2027 through December 31, 2027 (the "Base Salary"). During
the remainder of the Term, the Base Salary shall be reviewed by the Compensation Committee and/or the Board each year, and the Board
may, from time to time, increase such Base Salary.

 For
each fiscal year of the Company during the Term, the Company shall afford Mr. Kash the opportunity to earn an incentive bonus equal to
thirty percent (30%) of the Base Salary for such fiscal year and shall be payable to the extent the applicable performance goals are
achieved (which goals and payment matrices shall be set by the Compensation Committee of the Board in its discretion). Also, during the
Term, Mr. Kash received 300,000 options to purchase the Company's common stock with an exercise price equal to the price of our common stock at our initial
public offering. Such options vest quarterly over a 24- month period starting 3 months from the closing of our initial public offering.

 The
amount and terms of any other long-term incentive awards awarded to Mr. Kash shall be set by the Compensation Committee in its discretion.

the Term, if a Change in Control occurs, and on, or at any time during the 24-month period following such Change in Control (i) the Company
terminates Mr. Kash's employment for any reason other than Cause or disability or (ii) Mr. Kash terminates his employment for Good
Reason, Mr. Kash will be entitled to receive as a severance payment an amount equal to two times the sum of his then effective Base Salary
and full bonus calculated as if all performance goals had been achieved.

 The
terms "Change in Control", "Cause" and "Good Reason" have the same meanings as described above in
the summary of Mr. Williams employment agreement. Terms otherwise relating to the termination of Mr. Kash's employment are substantially
the same as those described in the summary of Mr. Williams employment agreement.

 Jeff
Appleman, Chief Financial Officer

 On
October 1, 2024, we entered into an employment agreement (as amended on October 24, 2024, the "CFO Agreement") with Jeff
Appleman pursuant to which Mr. Appleman agreed to serve as the Chief Financial Officer of the Company. The term of the CFO Agreement
(the "Term") commenced on October 1, 2024 except that the compensation provisions described in the following two paragraphs
became effective upon the closing of our initial public offering and shall continue until the second (2nd) anniversary thereof (the "Initial
Term"), unless terminated earlier pursuant to the terms of the CFO Agreement; provided that, on such second (2nd) anniversary of
the commencement of the Term and each one (1) year annual anniversary thereafter (such date and each annual anniversary thereof, a "Renewal
Date"), the CFO Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods
of one (1) year (each "Renewal Term"), unless either party provides written notice of its intention not to extend the term
of the Agreement at least 90 days prior to the applicable Renewal Date.

 For
services performed by Mr. Appleman under the CFO Agreement, the Company has agreed to pay Mr. Appleman an annual base salary of (i) $220,000
for the period from the closing of our initial public offering through December 31, 2025, (ii) $250,000 for the period from January 1, 2026, through
December 31, 2026 and (iii) $280,000 for the period from January 1, 2027 through December 31, 2027 (the "Base Salary"). During
the remainder of the Term, the Base Salary shall be reviewed by the Compensation Committee and/or the Board each year, and the Board
may, from time to time, increase such Base Salary.

 For
each fiscal year of the Company during the Term, the Company shall afford Mr. Appleman the opportunity to earn an incentive bonus equal
to thirty percent (30%) of the Base Salary for such fiscal year and shall be payable to the extent the applicable performance goals are
achieved (which goals and payment matrices shall be set by the Compensation Committee of the Board in its discretion). Also, during the
Term, Mr. Appleman received 100,000 options to purchase the Company's common stock with an exercise price equal
to the price of our common stock at our initial public offering. Such options vest quarterly over a 24- month period starting 3 months from
the closing date of our initial public offering.

 The
amount and terms of any other long-term incentive awards awarded to Mr. Appleman shall be set by the Compensation Committee in its discretion.

to his arrangements with CFO Consulting Partners LLC ("CCP"), with which Mr. Appleman was affiliated, Mr. Appleman is entitled
to receive 60% of that number of options to purchase the Company's common stock granted to CCP for its consulting services provided
to the Company, such options having, in the aggregate, a value equivalent to $100,000.

the Term, if a Change in Control occurs, and on, or at any time during the 24-month period following such Change in Control (i) the Company
terminates Mr. Appleman's employment for any reason other than Cause or disability or (ii) Mr. Appleman terminates his employment
for Good Reason, Mr. Appleman will be entitled to receive as a severance payment an amount equal to two times the sum of his then effective
Base Salary and full bonus calculated as if all performance goals had been achieved.

 The
terms "Change in Control", "Cause" and "Good Reason" have the same meanings as described above in
the summary of Mr. Williams employment agreement. Terms otherwise relating to the termination of Mr. Appleman's employment are
substantially the same as those described in the summary of Mr. Williams employment agreement.

 David
J. Croyle, M.D., Chief Medical Officer

 On
October 1, 2024, we entered into an employment agreement (as amended on October 24, 2024, the "CMO Agreement") with Dr. David
Croyle pursuant to which Dr. Croyle has agreed to serve as the Chief Medical Officer of the Company. The term of the CMO Agreement (the
"Term") commenced on the closing of our initial public offering and is to continue until the second (2nd) anniversary thereof
(the "Initial Term"), unless terminated earlier pursuant to the terms of the CMO Agreement; provided that, on such second
(2nd) anniversary of the Effective Date and each one (1) year annual anniversary thereafter (such date and each annual anniversary thereof,
a "Renewal Date"), the CMO Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for
successive periods of one (1) year (each "Renewal Term"), unless either party provides written notice of its intention not
to extend the term of the Agreement at least 90 days prior to the applicable Renewal Date.

 For
services performed by Dr. Croyle under the CMO Agreement, the Company has agreed to pay Dr. Croyle an annual base salary of (i) $100,000
for the period from the closing of our initial public offering through December 31, 2025, (ii) $130,000 for the period from January 1, 2026, through
December 31, 2026, and (iii) $160,000 for the period from January 1, 2027 through December 31, 2027 (the "Base Salary").
During the remainder of the Term, the Base Salary shall be reviewed by the Compensation Committee and/or the Board each year, and the
Board may, from time to time, increase such Base Salary.

 For
each fiscal year of the Company during the Term, the Company shall afford Dr. Croyle the opportunity to earn an incentive bonus equal
to thirty percent (30%) of the Base Salary for such fiscal year and shall be payable to the extent the applicable performance goals are
achieved (which goals and payment matrices shall be set by the Compensation Committee of the Board in its discretion). The amount and
terms of any other long-term incentive awards awarded to Dr. Croyle shall be set by the Compensation Committee in its discretion.

the Term, if a Change in Control occurs, and on, or at any time during the 24-month period following such Change in Control (i) the Company
terminates Dr. Croyle's employment for any reason other than Cause or disability or (ii) Dr. Croyle terminates his employment for
Good Reason, Dr. Croyle will be entitled to receive as a severance payment an amount equal to two times the sum of his then effective
Base Salary and full bonus calculated as if all performance goals had been achieved.

 The
terms "Change in Control", "Cause" and "Good Reason" have the same meanings as described above in
the summary of Mr. Williams employment agreement. Terms otherwise relating to the termination of Dr. Croyle's employment are substantially
the same as those described in the summary of Mr. William's employment agreement.

 Equity

 Our
executive officers may be granted options or other equity awards under our 2024 Equity Incentive Plans to purchase shares of our common
stock from time to time as approved by our board of directors.

 Employee
Benefits and Perquisites

 Our
executive officers are entitled to reimbursement for all expenses reasonably incurred in connection with the performance of their duties
as executive officers of the Company.

 Retirement
Plans

 We
have not maintained, and do not currently maintain, a defined benefit pension plan, nonqualified deferred compensation plan or other
retirement benefits.

 Equity-Based
Incentive Awards

 We had no outstanding equity
awards as of the year ended December 31, 2024.

 Equity
Benefit Plans

 The
principal features of our equity plans are summarized below. These summaries are qualified in their entirety by reference to the actual
text of the plans, which are filed as exhibits of which this filing is a part.

 On
October 25, 2024, our Board and our stockholders approved our Callan JMB Inc. 2024 Equity Incentive Plan (the "2024 Plan").
The 2024 Plan governs equity awards to our employees, directors, officers, consultants, and other eligible participants. Initially, the
maximum number of shares of our common stock that may be subject to awards under the 2024 Plan is 1,500,000. The maximum number of shares
that are subject to awards under the 2024 is subject to an annual increase equal to the lesser of (i) 500,000 shares of our common stock;
(ii) a number of shares of our common stock equal to 4% of the prior year's maximum number or (iii) such number of shares of our
common stock as determined by the 2024 Plan administrator. The 2024 Plan became effective with the completion of our initial public offering.

 The
purpose of the 2024 Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide
additional incentive to employees, directors and consultants, and to promote the success of the Company's business. The administrator
of the 2024 Plan may, in its sole discretion, amend, alter, suspend or terminate the 2024 Plan, or any part thereof, at any time and
for any reason. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with
legal and regulatory requirements relating to the administration of equity-based awards. Unless earlier terminated by the administrator,
the 2024 Plan will terminate ten years from the date it is adopted by our Board.

 Authorized

 Initially,
the maximum number of shares of our common stock that may be subject to awards under the 2024 Plan is 1,500,000. The maximum number of
shares that are subject to awards under the 2024 Plan is subject to an annual increase equal to the lesser of (i) 500,000 shares of our
common stock; (ii) a number of shares of our common stock equal to 4% of the prior year's maximum number or (iii) such number of
shares of our common stock as determined by the 2024 Plan administrator.

 Additionally,
if any award issued pursuant to the 2024 Plan expires or becomes un-exercisable without having been exercised in full, is surrendered
pursuant to an exchange program, as provided in the 2024 Plan, or, with respect to restricted stock, restricted stock units ("RSUs"),
performance units or performance shares, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased shares
(or for awards other than stock options or stock appreciation rights the forfeited or repurchased shares) which were subject thereto
will become available for future grant or sale under the 2024 Plan (unless the 2024 Plan has terminated). With respect to stock appreciation
rights, only shares actually issued pursuant to a stock appreciation right will cease to be available under the 2024 Plan; all remaining
shares under stock appreciation rights will remain available for future grant or sale under the 2024 Plan (unless the 2024 Plan has terminated).
Shares that have actually been issued under the 2024 Plan under any award will not be returned to the 2024 Plan and will not become available
for future distribution under the 2024 Plan; provided, however, that if shares issued pursuant to awards of restricted stock, restricted
stock units, performance shares or performance units are repurchased by the Company or are forfeited to the Company due to the failure
to vest, such shares will become available for future grant under the 2024 Plan. Shares used to pay the exercise price of an award or
to satisfy the tax withholdings related to an award will become available for future grant or sale under the 2024 Plan. To the extent
an award under the 2024 Plan is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares
available for issuance under the 2024 Plan. Notwithstanding the foregoing and, subject to adjustment as provided in the 2024 Plan, the
maximum number of shares that may be issued upon the exercise of incentive stock options will equal the aggregate share number stated
above, plus, to the extent allowable under Section 422 of the Code and regulations promulgated thereunder, any shares that become available
for issuance under the 2024 Plan in accordance with the foregoing.

 Plan
Administration

 One
or more committees appointed by our Board will administer the 2024 Plan. Initially, the Compensation Committee shall administer the 2024
Plan. In addition, if the Company determines it is desirable to qualify transactions under the 2024 Plan as exempt under Rule 16b-3 of
the Exchange Act, such transactions will be structured with the intent that they satisfy the requirements for exemption under Rule 16b-3.
Subject to the provisions of the 2024 Plan, the administrator has the power to administer the 2024 Plan and make all determinations deemed
necessary or advisable for administering the 2024 Plan, including the power to determine the fair market value of the Company's
common stock, select the service providers to whom awards may be granted, determine the number of shares covered by each award, approve
forms of award agreements for use under the 2024 Plan, determine the terms and conditions of awards (including the exercise price, the
time or times at which the awards may be exercised, any vesting acceleration or waiver or forfeiture restrictions and any restriction
or limitation regarding any award or the shares relating thereto), construe and interpret the terms of the 2024 Plan and awards granted
under it, prescribe, amend and rescind rules relating to the 2024 Plan, rules and regulations relating to sub-plans established for the
purpose of facilitating compliance with applicable non-U.S. laws, easing the administration of the 2024 Plan and/or for qualifying for
favorable tax treatment under applicable non-U.S. laws, in each case as the administrator may deem necessary or advisable and modify
or amend each award (subject to the provisions of the 2024 Plan), including the discretionary authority to extend the post-termination
exercisability period of awards and to extend the maximum term of an option or stock appreciation right (subject to the provisions of
the 2024 Plan), to allow participants to satisfy withholding tax obligations in a manner permissible under the 2024 Plan, to authorize
any person to execute on behalf of the Company any instrument required to effect the grant of an award previously granted by the administrator
and to allow a participant to defer the receipt of payment of cash or the delivery of shares that would otherwise be due to such participant
under an award. The administrator also has the authority to allow participants the opportunity to transfer outstanding awards to a financial
institution or other person or entity selected by the administrator and to institute an exchange program by which outstanding awards
may be surrendered or cancelled in exchange for awards of the same type which may have a higher or lower exercise price or different
terms, awards of a different type or cash, or by which the exercise price of an outstanding award is increased or reduced. The administrator's
decisions, interpretations and other actions are final and binding on all participants.

 Eligibility

 Awards
under the 2024 Plan, other than incentive stock options, may be granted to employees (including officers and directors) of the Company
or a parent or subsidiary, members of our Board, or consultants engaged to render bona fide services to the Company or a parent or subsidiary.
Incentive stock options may be granted only to employees of the Company or a subsidiary, provided the services (a) are not in connection
with the offer or sale of securities in a capital-raising transaction, and (b) do not directly promote or maintain a market for the Company's
securities, in each case, within the meaning of Form S-8 promulgated under the Securities Act, and provided further, that a Consultant
will include only those persons to whom the issuance of Shares may be registered under Form S-8 promulgated under the Securities Act.

 Stock
Options

 Stock
options may be granted under the 2024 Plan. The exercise price of options granted under the 2024 Plan generally must at least be equal
to the fair market value of the Company's common stock on the date of grant. The term of each option will be as stated in the applicable
award agreement; provided, however, that the term may be no more than 10 years from the date of grant. The administrator will determine
the methods of payment of the exercise price of an option, which may include cash, shares or other property acceptable to the administrator,
as well as other types of consideration permitted by applicable law. After the termination of service of an employee, director, or consultant,
they may exercise their option for the period of time stated in their option agreement. In the absence of a specified time in an award
agreement, if termination is due to death or disability, the option will remain exercisable for six months. In all other cases, in the
absence of a specified time in an award agreement, the option will remain exercisable for three months following the termination of service.
An option may not be exercised later than the expiration of its term. Subject to the provisions of the 2024 Plan, the administrator determines
the other terms of options.

 Stock
Appreciation Rights

 Stock
appreciation rights may be granted under the 2024 Plan. Stock appreciation rights allow the recipient to receive the appreciation in
the fair market value of the Company's common stock between the exercise date and the date of grant. Stock appreciation rights
may not have a term exceeding 10 years. After the termination of the service of an employee, director or consultant, they may exercise
their stock appreciation right for the period of time stated in their stock appreciation right agreement. In the absence of a specified
time in an award agreement, if termination is due to death or disability, the stock appreciation rights will remain exercisable for six
months. In all other cases, in the absence of a specified time in an award agreement, the stock appreciation rights will remain exercisable
for three months following the termination of service. However, in no event may a stock appreciation right be exercised later than the
expiration of its term. Subject to the provisions of the 2024 Plan, the administrator determines the other terms of stock appreciation
rights, including when such rights become exercisable and whether to pay any increased appreciation in cash or with shares of the Company's
common stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to the exercise
of a stock appreciation right will be no less than 100% of the fair market value per share on the date of grant.

 Restricted
Stock

 Restricted
stock may be granted under the 2024 Plan. Restricted stock awards are grants of shares of the Company's common stock that vest
in accordance with terms and conditions established by the administrator. The administrator will determine the number of shares of restricted
stock granted to any employee, director, or consultant and, subject to the provisions of the 2024 Plan, will determine the terms and
conditions of such awards. The administrator may impose whatever conditions to vesting it determines to be appropriate (for example,
the administrator may set restrictions based on the achievement of specific performance goals or continued service to the Company); provided,
however, that the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed.
Recipients of restricted stock awards generally will have voting and dividend rights with respect to such shares upon grant without regard
to vesting unless the administrator provides otherwise. Shares of restricted stock that do not vest are subject to the Company's
right of repurchase or forfeiture.

 Restricted
Stock Units

 RSUs
may be granted under the 2024 Plan. RSUs are bookkeeping entries representing an amount equal to the fair market value of one share of
the Company's common stock. Subject to the provisions of the 2024 Plan, the administrator determines the terms and conditions of
RSUs, including the vesting criteria and the form and timing of payment. The administrator may set vesting criteria based upon the achievement
of Company-wide, divisional, business unit or individual goals (including continued employment or service), applicable federal or state
securities laws or any other basis determined by the administrator in its discretion. The administrator, in its sole discretion, may
pay earned RSUs in the form of cash, in shares of the Company's common stock or in some combination thereof. Notwithstanding the
foregoing, the administrator, in its sole discretion, may accelerate the time at which any vesting requirements will be deemed satisfied.

 Performance
Awards

 Performance
awards may be granted under the 2024 Plan. Performance awards are awards that will result in a payment to a participant only if performance
goals established by the administrator are achieved or the awards otherwise vest. The administrator will set objectives or vesting provisions,
that, depending on the extent to which they are met, will determine the value of the payout for the performance awards. The administrator
may set vesting criteria based on the achievement of company-wide, divisional, business unit, or individual goals (including, but not
limited to, continued employment or service), or any other basis determined by the administrator in its discretion. Each performance
award's threshold, target, and maximum payout values are established by the administrator on or before the grant date. After the
grant of a performance award, the administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting
provisions for such performance award. The administrator, in its sole discretion, may pay earned performance awards in the form of cash,
in shares, or in some combination thereof.

 Non-Employee
Directors

 The
2024 Plan provides that all non-employee directors will be eligible to receive all types of awards (except for incentive stock options)
under the 2024 Plan. The 2024 Plan includes a maximum limit of $100,000 of equity awards that may be granted to a non-employee director
in any fiscal year, increased to $200,000 in connection with his or her initial service. For purposes of this limitation, the value of
equity awards is based on the grant date fair value (determined in accordance with GAAP). Any equity awards granted to a person for their
services as an employee, or for their services as a consultant (other than as a non-employee director), will not count for purposes of
the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to the Company's
non-employee directors.

 Non-transferability
of Awards

 Unless
the administrator provides otherwise, the 2024 Plan generally does not allow for the transfer of awards other than by will or by the
laws of descent and distribution and only the recipient of an award may exercise an award during their lifetime. If the administrator
makes an award transferable, such award will contain such additional terms and conditions as the administrator deems appropriate.

 Certain
Adjustments

 In
the event of certain changes in the Company's capitalization, to prevent diminution or enlargement of the benefits or potential
benefits available under the 2024 Plan, the administrator will adjust the number and class of shares that may be delivered under the
2024 Plan or the number, and price of shares covered by each outstanding award and the numerical share limits set forth in the 2024 Plan.

 Dissolution
or Liquidation

 In
the event of the Company's proposed liquidation or dissolution, the administrator will notify participants as soon as practicable,
and all awards will terminate immediately prior to the consummation of such proposed transaction.

 Merger
or Change in Control

 The
2024 Plan provides that in the event of the Company's merger with or into another corporation or entity or a "change in control"
(as defined in the 2024 Plan), each outstanding award will be treated as the administrator determines, including, without limitation,
that (i) awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or
an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a participant,
that the participant's awards will terminate upon or immediately prior to the consummation of such merger or change in control;
(iii) outstanding awards will vest and become exercisable, realizable or payable, or restrictions applicable to an award will lapse,
in whole or in part, prior to or upon consummation of such merger or change in control and, to the extent the administrator determines,
terminate upon or immediately prior to the effectiveness of such merger or change in control; (iv) (A) the termination of an award in
exchange for an amount of cash or property, if any, equal to the amount that would have been attained upon the exercise of such award
or realization of the participant's rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt,
if as of the date of the occurrence of the transaction the administrator determines in good faith that no amount would have been attained
upon the exercise of such award or realization of the participant's rights, then such award may be terminated by the Company without
payment) or (B) the replacement of such award with other rights or property selected by the administrator in its sole discretion; or
(v) any combination of the foregoing. The administrator will not be obligated to treat all awards, all awards a participant holds, or
all awards of the same type, similarly. In the event that awards (or portion thereof) are not assumed or substituted for in the event
of a merger or change in control, the participant will fully vest in and have the right to exercise all of their outstanding options
and stock appreciation rights, including shares as to which such awards would not otherwise be vested or exercisable, all restrictions
on restricted stock and RSUs or performance awards will lapse and, with respect to awards with performance-based vesting, all performance
goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, in all cases,
unless specifically provided otherwise under the applicable award agreement or other written agreement between the participant and the
Company or any of the Company's subsidiaries or parents, as applicable. If an option or stock appreciation right is not assumed
or substituted in the event of a merger or change in control, the administrator will notify the participant in writing or electronically
that the option or stock appreciation right will be exercisable for a period of time determined by the administrator in its sole discretion
and the vested option or stock appreciation right will terminate upon the expiration of such period.

 For
awards granted to an outside director, the outside director will fully vest in and have the right to exercise options and/or stock appreciation
rights as to all of the shares underlying such award, including those shares which would not be vested or exercisable, all restrictions
on restricted stock and RSUs will lapse, and, with respect to awards with performance-based vesting, all performance goals or other vesting
criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, unless specifically
provided otherwise under the applicable award agreement or other written agreement between the participant and the Company or any of
its subsidiaries or parents, as applicable.

 Clawback

 Awards
will be subject to any Company clawback policy that the Company is required to adopt pursuant to the listing standards of any national
securities exchange or association on which the Company's securities are listed or as is otherwise required by the Dodd-Frank Wall
Street Reform and Consumer Protection Act or other applicable laws. The administrator also may specify in an award agreement that the
participant's rights, payments, or benefits with respect to an award will be subject to reduction, cancellation, forfeiture, or
recoupment upon the occurrence of certain specified events. The administrator may require a participant to forfeit, return or reimburse
the Company all or a portion of the award or shares issued under the award, any amounts paid under the award and any payments or proceeds
paid or provided upon disposition of the shares issued under the award in order to comply with such clawback policy or applicable laws.

 Amendment
and Termination

 The
administrator has the authority to amend, suspend or terminate the 2024 Plan provided such action does not impair the existing rights
of any participant. The 2024 Plan automatically will terminate on October 25, 2034, unless it is terminated sooner.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

 The
following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 28, 2025
for (i) each of our named executive officers and directors, (ii) all of our named executive officers and directors as a group, and (iii)
each other stockholder known by us to be the beneficial owner of more than 5% of our outstanding common stock. The following table assumes
that the underwriters have not exercised the over-allotment option.

 Beneficial
ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For
purposes of this table, a person or group of persons is deemed to have "beneficial ownership" of any shares that such person
or any member of such group has the right to acquire within sixty (60) days. For purposes of computing the percentage of outstanding
shares of our common stock held by each person or group of persons named above, any shares that such person or persons have the right
to acquire within sixty (60) days of March 28, 2025 are deemed to be outstanding for such person, but not deemed to be outstanding
to compute the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute
an admission of beneficial ownership by any person.

 Unless
otherwise indicated, the address of each beneficial owner listed in the table below is c/o Callan JMB Inc., 244 Flightline Drive, Spring
Branch, Texas 78070-6241.

 Name

 and Nature of Beneficial Ownership

 Percent
 of Class

 Directors and Executive
 Officers

 Wayne Williams (1)

 2,338,125

 50.7
 %

 David
 Croyle, M.D. (2)

 822,375

 17.8
 %

 Eric Kash (3)

 37,500

 *

 Jeffrey Appleman (4)

 27,500

 *

 Mark Meller

 -

 Liberty Duke

 -

 Gerald
 Dial

 -

 All Executive Officers &
 Directors as a Group

 3,225,500

 68.5
 %

 5% or Greater Stockholders

 *

 *

 *Represents
beneficial ownership of less than 1%.

 (1)
Consists of (i) 2,313,125 shares of Common Stock, owned and controlled directly, and indirectly, and (ii) 25,000 shares of Common
Stock issuable pursuant to stock options exercisable within 60 days of March 28, 2025.

 (2)
Consists of (i) 822,375 shares of Common Stock, owned and controlled directly, and indirectly.

 (3)
Consists of 37,500 shares of Common Stock issuable pursuant to stock options exercisable within 60 days of March 28,
2025.

 (4)
Consists of 27,500 shares of Common Stock issuable pursuant to stock options exercisable within 60 days of March 28,
2025.

 Change
In Control

 We
do not currently have any arrangements which if consummated may result in a change of control of the Company. However, Wayne Williams,
the Company's Chief Executive Officer, currently owns 2,250,000 shares of our common stock, representing approximately 75% of our
outstanding common stock as of January 7, 2025. As a result, Mr. Williams will have the ability to control the outcome of matters submitted
to our stockholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially
all of our assets. In addition, Mr. Williams will have the ability to control the management and affairs of the Company as a result of
his position as our CEO and his ability to control the election of our directors. Additionally, in the event that Mr. Williams sells
his common stock at any time or controls the Company at the time of his death, control would be transferred to the purchaser or group
of purchasers or a person or entity that he designates as his successor. This concentration of ownership may have the effect of delaying,
preventing or deterring a change of control, could deprive stockholders of an opportunity to receive a premium for our common stock as
part of a sale, and might ultimately affect the trading price of our common stock.

 ITEM
13. CURRENT RELATIONSHIPS AND RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE

 The
following includes a summary of transactions since the beginning of our 2024 fiscal year, or any currently proposed transaction, in which
we were or are to be a participant and the amount involved exceeded or exceeds the lesser of (i) $120,000 or (ii) one percent of the
average of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct
or indirect material interest (other than compensation described under " Executive Compensation " above). We believe
the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were
comparable to terms available or the amounts that would be paid or received in arm's-length transactions.

 Related
Party Transactions:

 Health
Hero America is a related party by virtue of its being owned by Mr. Williams. In 2022, the Company's predecessor entity received
an advance of $110,736, from Health Hero America. The advance was due on demand, was non-interest bearing, and classified within related
party loans payables in the balance sheet. As of December 31, 2024, and 2023, the Company had $0 owed to this related party.

 Outlaw
Run Ranch ("ORR") who is a related party by virtue of common ownership of the Company. In 2023, the Company receives rents
receipts from a third-party vendor on behalf of related party, Outlaw Run Ranch. The cash is due to ORR on demand, non-interest bearing,
and classified within related party loans in the balance sheet. In addition, the Company pays $7,500 per month to ORR for rent
expenses. As of December 31, 2024, and 2023, the Company has $0 and $17,134, respectively in accounts payable for these amounts due.

 Cold
Chain Delivery Systems is a related party by virtue of being majority owned by Messrs. Williams and Croyle. In 2023 the Company received
rent receipts from a third-party vendor on behalf of a related party, ORR. The cash is due to ORR on demand, non-interest bearing, and
classified within related party loans in the balance sheet. As of December 31, 2024, and 2023, the Company has $0 and $17,073, respectively
in accounts payable for these amounts due.

Asset Management is a related party by virtue of being majority owned by Messrs. Williams and Croyle. The Company's leases its
headquarters, warehouse, other warehouse equipment and a box truck for $15,425 per month. As of December 31, 2024, and 2023,
the Company has $0 owed to this related party.

the year ended December 31, 2024 and 2023, the Company made advancements of $18,669 and $21,969 respectively, to the director of the
Company. The advances are due on demand, non-interest bearing, and classified within the balance sheet as a current asset. As of December
31, 2024 and 2023, the amount owed from the director was $18,669 and $21,969, respectively. These amounts were repaid by the directors
in 2025.

 Transactions
with Significant Stockholders

 Other
than compensation arrangements for our named executive officers and directors, which we describe above, see Executive Compensation-
Employment Agreements, the only related party transactions to which we were a party during the years ended December 31, 2023 and
December 31, 2024, or any currently proposed related party transaction, are as follows, each of which was entered into prior to the adoption
of the approval procedures described above.

 On
February 14 2024, we entered into a reorganization agreement and plan of share exchange with Coldchain Technology Services, LLC ("CTS")
pursuant to which CTS exchanged 100% of the membership interest of CTS for a combined 5,000,000 shares of common stock, consisting of:
(a) 3,750,000 shares of common stock to Wayne Williams, its Chief Executive Officer and President, and (b) 1,250,000 shares of common
stock to David J. Croyle, M.D., its Chief Medical Officer. Pursuant to such transaction, CTS is now a wholly owned subsidiary of the
Company.

to an Exchange and Reorganization Agreement, dated as of November 14, 2024, among the Company and all the Company's existing stockholders
(Mr. Williams and Dr. Croyle), in order to give effect to the Company's decision to effect a reduction in the number of shares
of its common stock outstanding, Messrs. Williams and Croyle agreed to exchange their existing shares of the Company's common stock
for new shares of common stock at a ratio of 0.60 new shares to 1 for each share that each stockholder held prior to the exchange. As
a result of the exchange, the Company's total common stock outstanding was reduced from 5,000,000 shares to 3,000,000 shares, with
Mr. Williams holding 2,250,000 shares (75%) and Dr. Croyle holding 750,000 shares (25%).

 Policies
and Procedures for Transactions with Related Persons

 In
October 2024, our board of directors adopted a written related-party transactions policy. Pursuant to this policy, the Audit Committee
of our board of directors will review all material facts of all related-party transactions and either approve or disapprove entry into
the related-party transaction, subject to certain limited exceptions. In determining whether to approve or disapprove entry into a related-party
transaction, our Audit Committee shall take into account, among other factors, the following: (i) whether the related-party transaction
is on terms no less favorable to us than terms generally available from an unaffiliated third party under the same or similar circumstances;
(ii) the extent of the related party's interest in the transaction; and (iii) whether the transaction would impair the independence
of a non-employee director.

Independence

 Under
the Nasdaq Rules, a majority of the members of our Board must satisfy the Nasdaq criteria for "independence." No director
qualifies as independent under the Nasdaq Rules unless our Board affirmatively determines that the director does not have a relationship
with us that would impair independence (directly or as a partner, stockholder or officer of an organization that has a relationship with
us). Our Board has determined that Mark Meller, Liberty Duke and Gerald Dial, are independent directors as defined under the Nasdaq Rules.
Mr. Williams, and Mr. Kash are not independent under the Nasdaq Rules as a result of their position as our Chief Executive Officer, and
our Executive Vice-President.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

the years ended December 31, 2024 and 2023, we engaged Rosenberg Rich Baker Berman, P.A. as our independent registered accounting firm.
For the years ended December 31, 2024 and 2023, we incurred fees, as discussed below:

 Fiscal
 Year Ended
 December 31,

 2024

 2023

 Audit Fees (1)

 $
 160,000

 $
 -

 Audit-Related
 Fees (1)

 40,000

 -

 Total

 $
 200,000

 $
 -

 (1)

 Audit
 fees includes fees associated with the annual audits of our financial statements, quarterly reviews of our financial statements,
 and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory
 filings or engagements.

 Audit
fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements. All other
fees relate to professional services rendered in connection with the review of the quarterly financial statements

 Our
policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include
audit services, audit-related services, tax services and other services. Under our Audit Committee's policy, pre-approval is generally
provided for particular services or categories of services, including planned services, project based services and routine consultations.
In addition, the Audit Committee must also pre-approve particular services on a case-by-case basis. Our Board of Directors approved all
services that our independent accountants provided to us in the past two fiscal years.

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 (1)
Financial Statements

 For
a list of the financial information included herein, see Index to the Financial Statements on page F-1.

 (2)
Financial Statement Schedules

 Schedules
have been omitted because they are not applicable, not material or because the information is included in the consolidated financial
statements or the notes thereto.

 (3)
Exhibits

 The
following is a list of exhibits filed as part of this Annual Report on Form 10-K.

 Exhibits

 Exhibit

 No.

 Description

 3.1

 JMB Inc. Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on
 Form S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025)

 3.2

 Bylaws,
 adopted on February 2, 2024 (incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1,
 as amended (File No. 333-282879), filed with the SEC on January 8, 2025)

 4.1

 Form
 of Underwriters' Warrant (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form
 S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025)

 4.2*

 Description of Registrant's Securities.

 10.1

 Reorganization
 Agreement and Plan of Share Exchange, dated February 2, 2024 by and among Coldchain Technology Services, LLC, ("CTS"),
 Callan JMB Inc., and shareholders of CTS (incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement
 on Form S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025)

 10.2

 Professional
 Services Agreement, by and between The City of Chicago Department of Public Health and Coldchain Technology Services, LLC, dated
 December 21, 2018 (incorporated by reference to Exhibit 10.2 to the Registrant's Registration Statement on Form S-1, as amended
 (File No. 333-282879), filed with the SEC on January 8, 2025)

 10.3

 Professional
 Services Agreement, by and between The City of Chicago Department of Public Health and Coldchain Technology Services, LLC, dated
 February 10, 2023 (incorporated by reference to Exhibit 10.3 to the Registrant's Registration Statement on Form S-1, as amended
 (File No. 333-282879), filed with the SEC on January 8, 2025)

 10.4

 Standard
 Lease Agreement, dated April 1, 2024, by and between Warehouse Asset Management, LLC and Coldchain Technology Services, LLC (incorporated
 by reference to Exhibit 10.4 to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-282879), filed

 10.5

 JMB Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant's Registration Statement on
 Form S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025)

 10.6

 Agreement entered into between the Callan JMB Inc. and Wayne Williams, dated October 15, 2024, as amended as October 24,2024 (incorporated
 by reference to Exhibit 10.6 to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-282879), filed

 10.7

 Agreement entered into between the Callan JMB Inc. and Jeffrey Appleman, dated October 1, 2024, as amended as of October 24, 2024
 (incorporated by reference to Exhibit 10.7 to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-282879),
 filed with the SEC on January 8, 2025)

 10.8

 Agreement entered into between the Callan JMB Inc. and David J. Croyle, M.D., dated 1, 2024, as amended as of October 24, 2024 (incorporated
 by reference to Exhibit 10.8 to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-282879), filed

 10.9

 Agreement entered into between the Callan JMB Inc. and Eric L. Kash, dated October 1, 2024, as amended as of October 24, 2024 (incorporated
 by reference to Exhibit 10.9 to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-282879), filed

 10.10

 Form
 of Independent Director Agreement (incorporated by reference to Exhibit 10.10 to the Registrant's Registration Statement on
 Form S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025)

 10.11

 Exchange
 and Reorganization Agreement, dated as of November 14, 2024, among the Company, Wayne Williams and Dr. David Croyle (incorporated
 by reference to Exhibit 10.11 to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-282879), filed

 14.1

 Form
 of Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 to the Registrant's Registration Statement
 on Form S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025)

 19.1

 Form
 of Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant's Registration Statement on Form S-1,
 as amended (File No. 333-282879), filed with the SEC on January 8, 2025)

 21.1

 List
 of Subsidiaries of Callan JMB Inc. (incorporated by reference to Exhibit 21.1 to the Registrant's Registration Statement on
 Form S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025)

 31.1*

 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1**

 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2**

 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97.1

 Compensation Clawback Policy (incorporated by reference to Exhibit 99.7 to the Registrant's Registration Statement on Form
 S-1, as amended (File No. 333-282879), filed with the SEC on January 8, 2025)

 Interactive
 Data Files

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *
Filed herewith.

 **
The certifications furnished in Exhibit 32.1, and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications will not be deemed to be incorporated
by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except
to the extent that the Registrant specifically incorporates it by reference.

Indicates a management contract or any compensatory plan, contract or arrangement.

 ITEM
16. FORM 10-K SUMMARY

 None.

 SIGNATURES

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

 By:

 /s/
 Wayne Williams

 Wayne
 Williams

 Chief
 Executive Officer, President, and Chairman of the Board

 POWER
OF ATTORNEY

 KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints, jointly and severally,
Wayne Williams and Jeffrey Appleman, and each of them acting individually, as his or her attorney-in-fact, each with full power of substitution
and resubstitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and
to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done
in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 SIGNATURE

 TITLE

 DATE

 /s/
 Wayne Williams

 Chief
 Executive Officer, President (Principal Executive Officer) and Chairman of the Board

 March

 Wayne
 Williams

 /s/
 Jeffrey Appleman

 Chief
 Financial Officer (Principal Financial and Accounting Officer)

 March

 Jeffrey
 Appleman

 /s/
 David J. Croyle, M.D.

 Chief
 Medical Officer

 March

 David
 J. Croyle, M.D.

 /s/
 Eric L. Kash

 Vice President, and Director

 March

 Eric
 L. Kash

 /s/
 Mark Meller

 (Independent)

 March

 Mark
 Meller

 /s/
 Liberty Duke

 (Independent)

 March

 Liberty
 Duke

 /s/
 Gerald Dial

 (Independent)

 March

 Gerald
 Dial

 FINANCIAL
STATEMENTS AS OF AND FOR

 THE
YEARS ENDED

 Page

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID #089)

 Consolidated
 Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

 Consolidated
 Statements of Stockholders' / Members Equity for the Years Ended December 31, 2024 and 2023

 Consolidated
 Statements of Cash Flows for the Years Ended December 31, 204 and 2023

 Notes
 to the Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Members
of Callan JMB Inc. (formerly Coldchain Technology Services, LLC)

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Callan JMB Inc. (formerly Coldchain Technology Services, LLC) (the
"Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, statements of
stockholders equity/members' capital, and cash flows for each of the years then ended, and the related notes to the
consolidated financial statements (collectively referred to as the financial statements). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of
its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in
the United States of America.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 /s/
 Rosenberg Rich Baker Berman, P.A.

 We
have served as the Company's auditor since 2024.

 Somerset,
New Jersey

 March 28, 2025

 F- 2

JMB Inc.

 CONSOLIDATED BALANCE
SHEETS AS OF DECEMBER 31, 2024 and 2023

 2024

 2023

 Assets

 Current Assets:

 Cash

 $
 2,097,945

 $
 5,155,620

 Accounts receivable, net
 of allowance for credit losses of $ 64,000 and $ 378,695, respectively

 622,914

 2,899,150

 158,362

 114,739

 Related party loans

 18,669

 21,969

 Tax refund receivable

 6,377

 Other current assets

 278,896

 235,987

 offering costs

 136,025

 25,000

 Total current assets

 3,319,188

 8,452,465

 Right of use asset, net

 883,029

 275,208

 Property and equipment, net

 876,682

 974,206

 Security deposit

 3,650

 3,650

 Total
 Assets

 $

 $

 Liabilities and Members' Capital

 Current Liabilities:

 Accounts payable and accrued
 expenses

 $
 878,042

 $
 416,084

 Corporate taxes payable

 67,000

 Related party loans

 17,073

 Deferred revenue

 94,097

 12,113

 Deferred tax liability

 6,602

 7,000

 Note payable

 98,809

 Right
 of use liability – current

 279,176

 151,627

 Total current liabilities

 1,280,917

 769,706

 Deferred revenue, net of current portion

 8,075

 Right of use liability

 628,274

 132,488

 Total
 long-term liabilities

 628,274

 140,563

 Total
 Liabilities

 1,909,191

 910,269

 Commitments and contingencies (Note 7)

 -

 -

 -

 -

 Stockholders' Equity/ Members'

 Members' capital

 Preferred stock - authorized 10,000,000 shares,
 $ 0.001 par value; zero issued and outstanding as of December 31, 2024 and December 31, 2023

 -

 -

 Common stock - authorized 190,000,000 shares,
 par value $ 0.001 par value; 3,000,000 issued and outstanding as of December 31, 2024 and 0, December 31, 2023.

 3,000

 -

 Additional Paid in Capital

 5,464,006

 -

 Accumulated deficit

)

 -

 Total Stockholders'
 Equity/Members' Capital

 $
 3,173,358

 $

 Total Liabilities and
 Equity/Members' Capital

 $

 $

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

 F- 3

JMB Inc.

 CONSOLIDATED STATEMENTS
OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023

 2024

 2023

 $
 6,563,412

 $
 13,202,459

 Cost
 of revenue

 4,000,149

 7,553,338

 Gross profit

 2,563,263

 5,649,121

 Operating expenses

 Selling, general and administrative
 expenses

 4,838,077

 3,447,058

 Operating income (loss)

 ( 2,274,814
)

 2,202,063

 Other income (expenses)

 Interest income

 11,904

 10,176

 Interest expense

 ( 5,372
)

 ( 8,131
)

 Total other income (expenses)

 6,532

 2,045

 Income (loss) before income taxes

 ( 2,268,282
)

 2,204,108

 Provision for income taxes

 $
)

 $

 Weighted average common shares outstanding
- basic and diluted

 2,630,137

 -

 Net loss per common share - basic and diluted

 $
 ( 0.87
)

 -

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

 F- 4

JMB Inc.

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY/ MEMBERS' CAPITAL

 FOR
THE YEAR ENDED DECEMBER 31, 2024

 Total

 Stockholders'

 Preferred
 Stock

 Common
 Stock

 Members'

 Additional
 Paid in

 Accumulated

 Equity/
 Members'

 Deficit

 January 1, 2024

 -

 $
 -

 -

 $
 -

 $

 $
 -

 $
 -

 $

 Net loss

 -

)

)

 Distributions

 ( 3,328,254
)

 ( 3,328,254
)

 Membership exchanged for
 common stock

 3,000,000

 3,000

 ( 5,467,006
)

 5,464,006

 -

 December 31, 2024

 -

 $
 -

 3,000,000

 $
 3,000

 $
 -

 $
 5,464,006

 $
)

 $
 3,173,358

CONSOLIDATED STATEMENTS OF MEMBERS' CAPITAL

 FOR
THE YEAR ENDED DECEMBER 31, 2023

 Total

 Preferred
 Stock

 Common
 Stock

 Members'

 Members'

 January 1, 2023

 -

 $
 -

 -

 $
 -

 $
 14,011,048

 $
 14,011,048

 Balance

 -

 $
 -

 -

 $
 -

 $
 14,011,048

 $
 14,011,048

 Net income

 -

 -

 -

 -

 Distributions

 ( 7,396,896
)

 ( 7,396,896
)

 December 31, 2023

 -

 $
 -

 -

 $
 -

 $

 $

 Balance

 -

 $
 -

 -

 $
 -

 $

 $

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

 F- 5

JMB Inc.

 STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023

 2024

 2023

 Cash flows from operating activities

 $
)

 $

 Adjustment to reconcile net income (loss) to
 net cash provided from operating activities:

 Provision (Recovery) for credit
 losses

 ( 131,000
)

 277,000

 Depreciation and amortization

 143,691

 102,801

 Changes in operating assets and liabilities

 Accounts receivable

 2,407,236

 4,673,572

 ( 43,623
)

 ( 35,294
)

 Tax refund receivable

 ( 6,377
)

 Other current assets

 ( 42,909
)

 115,630

 Right of use asset – net

 15,514

 -

 Operating lease liability, net

 -

 ( 817
)

 Accounts payable and accrued expenses

 461,958

 ( 251,542
)

 Deferred revenue

 73,909

 20,188

 Corporate taxes payable

 ( 44,000
)

 ( 43,000
)

 Deferred income taxes
 payable

 ( 398
)

 ( 44,000
)

 Net cash provided by operating
 activities

 540,353

 6,995,646

 Cash flows used in investing activities

 Purchase of property and
 equipment

 ( 46,167
)

 ( 490,020
)

 Net cash used in investing
 activities

 ( 46,167
)

 ( 490,020
)

 Cash flows used in financing activities

 Related party receivable

 3,300

 ( 5,337
)

 Related party loans

 ( 17,073
)

 17,073

 Deferred offering costs

 ( 111,025
)

 ( 25,000
)

 Partner distributions

 ( 3,328,254
)

 ( 7,396,896
)

 Net change in note payable

 ( 98,809
)

 ( 133,565
)

 Net cash used in financing
 activities

 ( 3,551,861
)

 ( 7,543,725
)

 Decrease in cash

 ( 3,057,675
)

 ( 1,038,099
)

 Cash beginning of year

 5,155,620

 6,193,719

 Cash end of year

 $
 2,097,945

 $
 5,155,620

 Supplemental disclosures of cash flow information:

 Cash paid for interest

 $
 5,372

 $
 8,131

 Supplemental Schedule of Non-Cash Financing
 and Investing Activities:

 Issuance of Note Payable
 for payment of prepaid expense

 $

 $
 122,083

 Recognition of right
 of use asset and corresponding liability

 $
 900,133

 195,155

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

 F- 6

 NOTES

 NOTE
1 – NATURE OF OPERATIONS

JMB Inc. was formed on January 24, 2024, in the State of Nevada for the purpose of reorganizing and becoming a holding company for
Coldchain Technology Services LLC (see note 2). Coldchain Technology Services, LLC ("CTS") was formed on December 27,
2006, in the state of Texas. CTS 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. The financial statements of Callan JMB Inc. (which may be referred to as the "Callan"
"Company", "we," "us," or "our") are prepared in accordance with accounting
principles generally accepted in the United States of America ("U.S. GAAP"). The Company's headquarters are
located in Spring Branch, Texas.

 NOTE
2 – REORGANIZATION

to the Reorganization Agreement dated February 14, 2024, each member of CTS exchanged 100 % of their membership interest for 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. During the reorganization, the CTS members exchanged all their interest for 5,000,000 shares of Common
Stock on a pro-rata basis.

to an Exchange and Reorganization Agreement, dated as of November 14, 2024, among the Company, and all 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.
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.

 The
following unaudited pro forma financial information has been prepared to reflect the effects of the reorganization of Coldchain Technology
Services LLC (the "Company") 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 years ended December 31, 2024 and 2023.

 SCHEDULE OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

 2024

 Unaudited Pro forma C Corp with tax accrual

 2023

 Unaudited Pro Forma C Corp with Tax Accrual (Member)

 Actual

 Unaudited
 Pro forma C Corp with tax accrual

 Actual
 LLC

 Unaudited
 Pro forma C Corp with tax accrual

 2024

 2024

 2023

 2023

 Total assets

 $

 $

 $

 $

 Liabilities and Stockholders' Equity

 Current Liabilities:

 Corporate taxes payable

 67,000

 638,000

 Related
 party loans

 -

 2,042,000

 17,073

 1,488,073

 Total
 current liabilities

 1,280,917

 3,322,917

 769,706

 2,811,706

 Total
 liabilities

 1,909,191

 3,951,191

 910,269

 2,952,269

 Total
 Retained Earnings/ Members' Capital

 3,173,358

 1,131,358

 6,753,260

 Total
 liabilities and stockholders' equity/ members' capital

 $

 $

 $

 $

 F- 7

 NOTES

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

 d.

 taxes and liabilities have not been computed in the proforma as the adjustments are temporary and will reverse (see prior year financials).

 e.

 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
 "

 f.

 The
 proforma tax adjustments for the stub period January 1, 2024 to February 14, 2024 are not
 material and will not be shown in the pro forma 2024 financial statements.

 Actual

 Unaudited
 Pro forma C Corp with tax accrual

 Actual LLC

 Unaudited
 Pro forma C Corp with tax accrual

 2024

 2024

 2023

 2023

 Income (loss) before income taxes

 ( 2,268,282
)

 ( 2,268,282
)

 2,204,108

 2,204,108

 Provision for income taxes

 594,000

 $
)

 $
)

 $

 $
 1,610,108

 Basic and diluted income per common share

 $
 ( 0.87
)

 $
 ( 0.76
)

 $
 0.73

 Weighted-average number of common shares outstanding

 2,630,137

 3,000,000

 3,000,000

 F- 8

 NOTES

 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation:

 The
financial statements and related disclosures have been prepared in conformity with GAAP.

 Principles of consolidation

 The accompanying consolidated financial statements
and related notes have been prepared in accordance with "U.S. GAAP" and present the consolidated financial statements of
the Company and its wholly owned subsidiary. All significant intercompany transactions and balances are eliminated in consolidation.

 Use
of Estimates

 The
preparation of financial statements in conformity with GAAP, requires management to make estimates and assumptions about future events
that affect the amounts reported in the consolidated financial statements and the accompanying notes. Management bases its estimates
on historical experience and other assumptions that it believes to be reasonable at the time. Actual results could differ from those
estimates, and any such differences may be material to the financial statements. Significant estimates are contained in the accompanying
financial statements for the useful lives for depreciation and amortization of long-lived assets, allowance for credit losses,
and the incremental borrowing rate used in determining the right-of-use liability.

 Cash
and Cash Equivalent

 The
Company places its cash with high credit quality financial institutions. The Company's account at these institutions are insured
by the Federal Deposit Insurance Corporation ("FDIC") up to $ 250,000. All cash amounts in excess of $ 250,000 are unsecured.
The Company has a deposit placement agreement for Insured Cash Sweep Service ("ICS"). This service is a secure, and convenient
way to access FDIC protection on large deposits, earn a return, and enjoy flexibility. The Company believes that the ICS agreement will
mitigate its credit risk as it relates to uninsured FDIC amounts in excess of $ 250,000. At December 31, 2024 and 2023, the Company's
balances exceeded federally insured limits by approximately $ 2,120,000 and $ 4,850,000, respectively.

 Accounts
Receivable

 Accounts
receivables are recorded at the invoiced amount. which is the amount the Company expects to collect from its customers. Generally, payment
is due from customers within 30-90 days of the invoice date. On a regular basis, the Company evaluates its accounts receivable and establishes
the allowance for credit losses based on an evaluation of certain criteria and evidence of collection uncertainty including historical
collection trends, reasonable expectations of future collections, current economic trends and changes in customer payment patterns. Past-due
receivable balances are written off when the Company's collection efforts have been deemed unsuccessful in collecting the outstanding
balance due. The Company maintains an allowance for credit losses to reserve for potential uncollectible receivables. The allowance for
credit losses as of December 31, 2024, and 2023 was $ 64,000 and $ 378,695, respectively.

 F- 9

 NOTES

 Credit
Concentration

 The
concentration of credit risks in accounts receivable is due to several large customers comprising the Company's customer base throughout
North America. The Company maintains policies over credit extension that include credit evaluations, credit limits and collection monitoring
procedures on a customer-by-customer basis. However, the Company generally does not require collateral before services are performed.

 The
Company has several customers as of December 31, 2024 and 2023 that make up in excess of 10% of revenue as follows:

 SCHEDULE
OF CONCENTRATION OF RISK

 Customer

 2024

 2023

 51 %

 28 %

 18 %

 0 %

 13 %

 0 %

 0 %

 22 %

 0 %

 15 %

 The
Company has several customers as of December 31, 2024 and 2023 that make up in excess of 10% of accounts receivable as follows:

 Customer

 2024

 2023

 0 %

 46 %

 0 %

 11 %

 48 %

 0 %

 25 %

 0 %

 14 %

 0 %

 The
Company has several vendors as of December 31, 2024 and 2023 that make up in excess of 10% of accounts payable as follows:

 Vendor

 2024

 2023

 60 %

 33 %

 0 %

 23 %

 26 %

 0 %

 The
Company has several vendors as of December 31, 2024 and 2023 that make up equal to or more than 10% of services rendered to us as
follows:

 Vendor

 2024

 2023

 0 %

 22 %

 10 %

 10 %

 Concentration risk percentage

 10 %

 10 %

 F- 10

 NOTES

is stated at the lower of cost (using the first -in, first -out method ("FIFO")) or net realizable value. We
continually analyze our slow moving and excess inventories. Based on historical and projected sales volumes and anticipated selling prices,
we determined that establishing a reserve was not necessary at this time. Inventory that is in excess of current and projected use is
reduced by an allowance to a level that approximates its estimate of future demand. Products that are determined to be obsolete are written
down to net realizable value. The Company's inventory is comprised of raw materials for a customers packaging needs as follows:

 SCHEDULE
OF INVENTORY

 2024

 2023

 Raw materials

 $
 158,362

 $
 114,739

 Property
and Equipment

 Property
and equipment, net is stated at cost less accumulated depreciation. Expenditures for major renewals and improvements which extend the
life or usefulness of the asset are capitalized. Items of an ordinary repair or maintenance nature are charged directly to operating
expense as incurred. During the construction and development period of an asset, the costs incurred, including interest expense, are
classified as construction-in-progress. When the asset is ready for its intended use, the asset is reclassified to an appropriate asset
classification and depreciation, or amortization commences.

 The
Company depreciates and amortizes the capitalized cost of these assets, using the straight-line method as follows:

 Asset
Classification:

 Computer
equipment 3 - 5 years

 Furniture
and fixtures 5 - 8 years

 Leasehold
Improvements Limited to lease term

 Fully
depreciated assets are retained in property, plant and equipment and accumulated depreciation until they are removed from service.

 The
Company tests for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An
impairment in the carrying value of long-lived assets is recognized if the expected future undiscounted cash flows derived from the assets,
or group of assets, are less than their carrying value. The Company did no t record any impairment charges related to long-lived assets
in the periods presented.

Recognition

 The Company recognizes revenue when control of the
promised goods or services is transferred to the Company's customers. Revenue is recorded at the transaction price, which is the
amount that reflects the consideration the Company expects to receive in exchange for providing the goods or services. The Company's
primary performance obligations in our contracts with customers are to provide services related to emergency preparedness or to deliver
specialty packaging. Most of the Company's revenues are for services, which are recognized over time as the related time and materials
are incurred at contractually agreed-upon rates. Product revenues are recognized at a point in time when the products are delivered and
control transfers to the customer. The Company's payment terms vary by the type of customers and the products or services offered.
The periods between invoicing and when payments are due are not significant. Amounts billed to customers related to shipping and handling
are classified as revenue, and the Company's shipping and handling costs are included in costs of revenues.

 F- 11

 NOTES

 Disaggregation
of Revenue

 The
following table presents our disaggregated revenues by distribution channel:

 SCHEDULE OF DISAGGREGATED REVENUES

 Sales by distribution channel:

 2024

 2023

 Emergency preparedness

 $
 3,798,832

 $
 7,492,175

 Specialty packaging

 2,764,580

 5,710,284

 Total

 $
 6,563,412

 $
 13,202,459

 Emergency
preparedness

 Sales by customer type:

 2024

 2023

 Governmental

 $
 3,938,480

 $
 7,628,333

 Non-governmental

 2,624,932

 5,574,126

 Total

 $
 6,563,412

 $
 13,202,459

 Emergency
preparedness

 Provides
comprehensive services to mainly state and local governments, which includes managing their building sites, medical stockpiles of equipment,
supplies and responding to state or local emergencies. We also provide Quality Control/Assurance to safeguard vaccines, medical supplies
and equipment. Revenue is recognized when services are rendered, or medical supplies are shipped.

 Perishable
(non-pharma) Client Packaging.

 Our
specialty temperature-regulating packaging solutions provide a better thermal system to maintain and protect products and ensure peak
customer experience. In utilizing this packaging, customers yield the benefits of lower costs and overhead while improving process, agility,
velocity, accuracy, and repeatability of complex fulfillment networks. Revenue is recorded when products are delivered or services is
rendered. The Company has a contract with a customer for cloud-based temperature monitoring software. The customer paid their contract
in advance and therefore revenue is earned monthly over the term of the contract.

 Shipping
and Handling Charges

 The
Company reports shipping and handling fees charged to customers as part of net sales and the associated expense as part of cost of sales.
Shipping charges amounted to $ 311,011 and $ 1,044,749 for the years ended December 31, 2024 and 2023, respectively.

 Advertising
Expense

 Advertising
costs primarily consist of trade shows and other promotional expenses. Advertising costs are expensed as incurred. Advertising expense
for the years ended December 31, 2024 and 2023 was $ 492,544 and $ 35,609, respectively,

 F- 12

 NOTES

Offering Costs

offering costs consist of investment banking fees, professional fees and other expenses incurred through the balance sheet date that
are directly related to the IPO and that will be charged to Additional Paid in Capital upon the completion of the IPO. For the years
ended December 31, 2024 and 2023, the Company had deferred offering costs of $ 136,025 and 25,000, respectively.

revenue represents customer billings for services that are not yet rendered and is primarily related to a customer invoice billed before
service was rendered and for billings of annual or multi-year service contracts. As of December 31, 2024, and 2023, the Company has deferred
revenue of $ 94,097 and $ 20,188 which will be recognized over one to two years.

 Cost
of Revenues

 Our
cost of revenue primarily includes the amounts paid to outside service providers, monitoring, direct and indirect labor, warehouse rent
and other related expenses.

 Income
Tax

 Prior
to the reorganization as described in Note 1, the Company' historical operations were contained within a limited liability company.
Accordingly, under the Internal Revenue Code, all taxable income or loss flowed through to its members until February 14, 2024. Therefore,
no provision for federal income tax had been recorded in the accompanying financial statements for 2023 and through February 14, 2024.
Income from the Company was reported and taxed to the members on their individual tax returns. However, the Company has provided a provision
for taxes in certain states that require an entity level tax.

 The
Company provides for income taxes and the related accounts under the asset and liability method. Deferred tax assets and liabilities
are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates
expected to be in effect during the year in which the basis differences reverse. Valuation allowances are established when management
determines it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.

 F- 13

 NOTES

 Leases

 The
Company's leases predominately relate to real estate, equipment, such as vehicles and industrial equipment utilized in operations.
Contracts are reviewed at inception to determine if the arrangement is a lease. The Company generally enters into long-term real estate
leases with one to ten-year terms. In the normal course of business, the Company also enters into short-term leases having terms of one
year or less. These leases are generally equipment leases entered into for short periods of time (e.g., daily, weekly, or monthly) to
satisfy immediate and/or short-term operational needs of the business which can arise based upon the nature of particular services performed.
The Company has elected not to recognize right-of-use ("ROU") assets and lease liabilities for these short-term leases. Operating
 leases with terms exceeding one year are recognized as ROU assets and lease liabilities and measured at commencement date
based on the present value of the future lease payments over the lease term. Certain of the Company's real estate leases contain
escalating future lease payments. Escalating lease payments that are based upon explicit amounts contained in the lease or an index (e.g.,
consumer price index) are included in the Company's determination of future lease payments to determine the ROU asset and lease
liability recognized at the commencement date. Any differences in the future lease payments from initial recognition are not anticipated
to be material and will be recorded as variable lease cost in the period incurred. The variable lease cost will also include the Company's
portion of property tax, utilities, and common area maintenance. A significant portion of the Company's real estate lease agreements
include renewal periods at the Company's option. The Company includes these renewal periods in the lease term only when renewal
is reasonably certain based upon facts and circumstances specific to the lease and known by the Company. The Company uses its incremental
borrowing rate available at the lease commencement date in determining the present value of future lease payments as the implicit rate
is typically not readily determinable. For operating leases, lease cost is recognized on a straight-line basis over the lease term and
is included in cost of revenues or selling, general and administrative expenses depending on the use of the asset. For the years ended
 December 31, 2024 and 2023, the Company did not have any leases that were classified as finance leases.

 F- 14

 NOTES

 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).
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. The Company is
in the process of evaluating the effect of ASU 2023-09 on the financial statements.

 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, which requires a public entity to disclose additional information about specific expense categories in the notes to the financial
statements on an annual and interim basis. It is effective for fiscal years beginning after December 15, 2026, and interim periods within
fiscal years beginning after December 15, 2027. In January 2025, the FASB issued ASU 2025 - 01 to clarify that all
public entities, including non-calendar year-end entities, should adopt the disclosure requirements of ASU 2024-03. The Company is currently
evaluating the impact.

 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. 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.

 Recently
adopted accounting pronouncements

 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. 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. The Company adopted ASU 2023-07 for the year ended December 31, 2024 and it did not have a
material impact on its consolidated financial statements.

 NOTE
4 – PROPERTY AND EQUIPMENT

 Property
and equipment consisted of the following:

 SCHEDULE OF PROPERTY AND EQUIPMENT

 2024

 2023

 31,

 2024

 2023

 Monitoring Devices

 $
 102,005

 $
 102,005

 Machinery, Leasehold improvements
 and other equipment

 1,383,380

 1,338,433

 Total Property and Equipment

 1,485,385

 1,440,438

 Less: Accumulated depreciation

 ( 608,703
)

 ( 466,232
)

 Property and equipment,
 net

 $
 876,682

 $
 974,206

 Depreciation
expense for monitoring devices held at customer sites was $ 51,002
 and $ 14,145
 for the years ended December 31, 2024 and 2023,
respectively. Depreciation expense was $ 143,691
 and $ 102,801
 for the years ended December 31, 2024, and 2023,
respectively, and
it is recorded under Selling, General and Administrative Expenses.

 F- 15

 NOTES

 NOTE
5 – DEBT

 The
Company's debt is comprised of the following:

 SCHEDULE OF DEBT

 2024

 2023

 31,

 2024

 2023

 Finance Agreement - insurance premiums

 $

 $
 98,809

 Note payable

 $

 $
 98,809

the normal course of business, the Company enters into short-term finance agreements for their insurance premiums. The agreement
bears interest at 14.3 %
per annum for year ending December 31, 2024 and 2023, respectively. Interest expense incurred for the year ended December 31, 2024
and 2023 are $ 5,372
and $ 8,131,
respectively. The Company did not finance its premiums for 2024.

 NOTE
6 – OPERATING LEASES

 The
Company has various warehouse leases with its landlord that expire between 2025 and 2029. The Company's right-of-use assets
and lease liabilities primarily represent lease payments that are fixed at the commencement of a lease and variable lease payments
that are dependent on an index or rate. Lease payments are recognized as lease cost on a straight-line basis over the lease term,
which is determined as the non-cancelable period, including periods in which termination options are reasonably certain of not being
exercised and periods in which renewal options are reasonably certain of being exercised. The discount rate is determined using the
Company's estimated incremental borrowing rate coinciding with the lease term at the commencement of a lease. The estimated
incremental borrowing rate for the Company was determined to be in the range of 3.0 %- 8.50 %.

 Lease
– related assets and liabilities recorded on the Balance Sheets are as follows:

 SCHEDULE OF LEASE – RELATED ASSETS AND LIABILITIES

 2024

 2023

 December 31,

 2024

 2023

 Assets

 Right of use
 asset – long term

 $
 883,029

 $
 275,208

 Total right of use asset

 $
 883,029

 $
 275,208

 Liabilities

 Right of use liability – current

 $
 279,176

 $
 151,627

 Right of use liability
 – long-term

 628,274

 132,488

 Total lease liabilities

 $
 907,450

 $
 284,115

 As
of December 31, 2024, maturities of lease liabilities were as follows:

 SCHEDULE OF MATURITIES OF LEASE LIABILITIES

 Maturities

 2025

 $
 342,065

 2026

 187,600

 2027

 185,100

 2028

 185,100

 2029

 185,094

 Total

 1,084,959

 Less imputed interest

 177,509

 Total lease liabilities

 $
 907,450

 We
recognized lease costs associated with all leases as follows:

 SCHEDULE OF LEASE COST

 2024

 2023

 For the Year
 ended December 31,

 2024

 2023

 Operating lease expenses:

 Fixed rent expense

 $
 425,291

 $
 316,551

 Variable rent expense

 Total lease expenses

 $
 425,916

 $
 317,176

 F- 16

 NOTES

 NOTE 7 - COMMITMENTS AND CONTINGENCIES

 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.

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.
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.
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.

 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.

 NOTE
8 – RELATED PARTY TRANSACTIONS

 Business
Partner

 Health
Hero America, who is a related party by virtue of common ownership of the Company.

 Cold
Chain Delivery Systems ("CCDS"), who is a related party by virtue of common ownership of the Company. In 2023 the Company
received rent receipts from a third-party vendor on behalf of a related party, ORR. The cash is due to ORR on demand, non-interest bearing,
and classified within related party loans in the balance sheet. As of December 31, 2024, and 2023, the Company has $ 0 and $ 17,073, respectively
in accounts payable for these amounts due.

 Outlaw
Run Ranch ("ORR") is a related party by virtue of common ownership of the Company. In 2023, the Company received rents
receipts from a third-party vendor on behalf of a related party, Outlaw Run Ranch.
The cash is due to ORR on demand, non-interest bearing, and classified within related party loans in the balance sheet. In addition,
the Company pays $ 7,500 per month to ORR for rent expense. As of December 31, 2024, and 2023, the Company has $ 0 and $ 17,134, respectively
in accounts payable for these amounts due.

Asset Management, is a related party by virtue of common ownership. The Company's leases its headquarters, warehouse, other
warehouse equipment and a box truck for $ 15,425 per month. As of December
31, 2024, and 2023, the Company has $ 0 owed to this related party.

the year ended December 31, 2024 and 2023, the Company made advancements of $ 18,669 and $ 21,969 respectively, to the director of the
Company. The advances are due on demand, non-interest bearing, and classified within the balance sheet as a current asset. As of December
31, 2024 and 2023, the amount owed from the director was $ 18,669 and $ 21,969, respectively. These amounts were repaid in full 2024 and
2025.

 Related
party rent expenses are as follows:

 SCHEDULE OF RELATED PARTY RENT EXPENSES

 Related Party

 2024

 2023

 Years ended December 31,

 Related Party

 2024

 2023

 ORR

 $
 90,000

 $
 90,000

 Warehouse Asset Management

 167,500

 80,400

 Related
party rent expenses

 167,500

 80,400

 The
Company has done an analysis under ASC 810 and has determined that the aforementioned related parties do not qualify as a Variable Interest
Entity and therefore those entities were not consolidated in the preparation of the accompanying financial statements.

 F- 17

 NOTES

 NOTE
9 – INCOME TAXES

 The
provision for state income taxes for the years ended is as follows:

 SCHEDULE OF PROVISION FOR STATE INCOME TAXES

 2024

 2023

 Current – State

 $
 25,764

 $
 67,000

 Deferred – State

 ( 398
)

 ( 44,000
)

 Total provision for
 income taxes

 $

 $

 The
income tax effect of temporary differences comprising the deferred tax assets and deferred tax liabilities is a result of the following
at December 31:

 SCHEDULE OF DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES

 Deferred tax assets (liabilities):

 2024

 2023

 Allowance for credit losses

 $
 12,061

 $
 1,008

 Depreciation

 ( 29,208
)

 -

 Right of use assets - net

 5,245

 ( 146
)

 State income taxes

 4,830

 -

 NOL - Federal

 494,385

 -

 NOL -state

 24,286

 -

 Accounts receivable

 11,921

 17,025

 ( 128
)

 Other current assets

 ( 95
)

 Accounts Payable and accrued expenses

 ( 1,465
)

 ( 829
)

 Deferred income

 ( 44
)

 Cash to accrual tax return
 differences

 ( 3,536
)

 27,121

 Deferred tax asset (liability)

 519,069

 44,000

 Valuation allowance

 ( 518,671
)

 -

 Deferred tax asset (liability) -net

 44,000

 Deferred tax asset (liability)
 -beginning

 ( 7,000
)

 ( 51,000
)

 Deferred income taxes
 payable

 ( 398
)

 ( 44,000
)

 Deferred tax asset (liability)
 -end

 $
 ( 6,602
)

 $
 ( 7,000
)

 Reconciliation
between the effective tax rate on income from continuing operations and the statutory rate for the year ending December 31, 2024 and
2023, is as follows:

 SCHEDULE OF RECONCILIATION BETWEEN EFFECTIVE TAX RATE ON INCOME FROM CONTINUING OPERATIONS AND THE STATUTORY RATE

 2024

 2023

 For the Year Ended December 31,

 2024

 2023

 Book income before taxes

 - 21
 %

 %

 Pass- through entity effect

 - 1
 %

 - 21
 %

 Permanent tax basis differences (guaranteed payments and penalties)

 %

 %

 States taxes

 %

 %

 Other

 %

 %

 Change in valuation allowance

 %

 %

 Effective tax rate

 %

 %

 As
of December 31, 2024, the Company has federal net operating loss carryforwards of $ 2,354,213 for federal tax purposes, which will be
available to offset future taxable income and can be carried forward indefinitely but is subject to the 80% limitation on future taxable
income under IRC §172. As of December 31, 2024, the Company has state net operating loss carryforwards of $ 255,646 for state tax
purposes, which will be available to offset future Illinois taxable income and will expire after a 20-year carryforward period. As of
December 31, 2023, the Company did not have any federal or state net operating loss carryforwards.

 The
Company has provided a full valuation allowance against its deferred tax assets related to its net operating loss carryforwards due to
the uncertainty surrounding the realizability of the benefit, based on a more likely than not criteria and in consideration of available
positive and negative evidence.

 The
Company's income tax provision was computed based on the federal statutory rate and the average state statutory rates, net of the
related federal benefit.

 F- 18

 NOTES

income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.

 Under
the provisions of the Internal Revenue Code, the net operating loss carryforwards are subject to review and possible adjustment by the
Internal Revenue Service and state tax authorities. Net operating loss carryforwards may become subject to an annual limitation in the
event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 percent,
as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit
the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual
limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may
further affect the limitation in future years.

 The
Company will file tax returns in the United States and various states in which nexus is achieved. The
Company is subject to U.S. federal and state tax examinations by tax authorities for years 2021 through present. As
of December 31, 2024 and 2023, the Company has no t
recorded a liability for unrecognized tax benefits, interest, or penalties related to federal and state income tax matters and there
are currently no pending tax examinations. The Company will recognize interest and penalties related to uncertain tax positions in income
tax expense.

 Note 10 - SEGMENTS

 Operating segments are identified as components of
an enterprise for which separate discrete financial information is available for evaluation by the Company's Chief Operating Decision
Maker ("CODM") to make decisions with respect to resource allocation and assessment of performance. To date, the Company has
viewed its operations and manages its business as one operating segment. The results of its operating segment are reviewed monthly by
the Company's Chief Executive Officer and President, who has been identified as the CODM.

 The CODM regularly assesses the performance of the
single operating segment and reporting segment and decides how to allocate resources based on net income calculated on the same basis
as net income reported in the Company's statements of operations. The CODM is also regularly provided with expense information at
a level consistent with that disclosed in the Company's statements of operations.

 NOTE 11- EQUITY INCENTIVE PLAN

 On October 24, 2024, the Company's stockholders
approved the 2024 Equity Incentive Plan, or the 2024 Plan. The 2024 Plan provides that grants may be in any of the following forms: incentive
stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards.
The 2024 Plan will be administered and interpreted by the Compensation Committee of the Board of Directors. The Compensation Committee
has the authority to determine the individuals to whom grants will be made under the 2024 Plan, determine the type, size and terms of
the grants, determine the time when grants will be made and the duration of any applicable exercise or restriction period (subject to
the limitations of the 2024 Plan) and deal with any other matters arising under the 2024 Plan. All the employees of the shares at $ 4
per share Company and its subsidiaries are eligible for grants under the 2024 Plan. Non-employee directors and consultants of the Company
are also eligible to receive grants under the 2024 Plan. The Company has reserved 1,500,000 shares of common stock of Callan JMB Inc.
for the granting of such options.

 NOTE
12 – SUBSEQUENT EVENTS

February 2025, we raised gross proceeds of approximately $ 5,700,000 through our initial public offering ("IPO") of 1,280,000
shares at $ 4 per share and a subsequent green shoe of approximately 164,000 shares at $ 4 per share, with net proceeds of approximately
$ 4,700,000 after deducting underwriting discounts and commissions of approximately $ 1,000,000. In addition, the Company issued warrants
to the underwriters to purchase up to 72,000 shares of the Company's common stock at an exercise price of $ 4.00 per share. The
warrants have a term of five years.

 At the time of the initial
public offering the company issued approximately 1,220,000 options to its employees and consultants at $ 4 per share. The exercise price
of the options is $4 per share. The options will vest quarterly over a twenty four month period from the option grant date.

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.
The Company responded to the vendor's demand letter and asserts that it only owes the vendor the sum of $ 85,000 which
is included in its accrued expenses as of December 31, 2023. During February 2025, the parties agreed to settle the matter for
$ 240,800.
The company as of December 31, 2024 increased the expenses by $ 155,800 to reflect the settled amount and the $ 240,800 was
paid on February 26, 2025.

 The
Company has evaluated subsequent events that occurred after December 31, 2024, through March 28, 2025. There have been no other events or transactions
during this time which would have a material effect on these consolidated financial statements.

 F- 19