REORGANIZATION

12 Months Ended

Dec. 31, 2025

Accounting Changes and Error Corrections [Abstract]

NOTE 2 - REORGANIZATION

Pursuant 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.

Pursuant 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. As a result of this reverse stock split, we have retroactively presented the outstanding number of shares and related earnings per-share calculations for the year ended December 2024 consolidated financial statements.

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.

Balance Sheets

	Unaudited Historical December 31, 2024		Unaudited Pro-forma with tax accrual December 31, 2024
Assets
Total assets	$	5,082,549	$	5,082,549

Liabilities and Stockholders’ Equity
Liabilities:
Corporate taxes payable		23,000		23,000
Related party loans		-		2,042,000
Total current liabilities		1,280,917		3,322,917
Total liabilities		1,909,191		3,951,191
Total Retained earnings (deficit)/Members’ Capital		3,173,358		1,131,358
Total Liabilities and Stockholders’ Equity/Members’ Capital	$	5,082,549	$	5,082,549

CALLAN JMB INC.

(Formerly known as Coldchain Technology Services, LLC)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

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

The Company was a C corporation as of January 1, 2022

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.

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

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

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.

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

Pro forma income statements showing the pro-forma income taxes, net earnings per share for the year ended December 31, 2024 is produced below.

				Unaudited Pro
				forma C Corp
	Actual			with tax accrual
	2024			2024
Income (loss) before income taxes		(2,268,282	)		(2,268,282	)
Provision for income taxes		25,366			25,366
Net income (loss)	$	(2,293,648	)	$	(2,293,648	)
Basic and diluted income per common share	$	(0.87	)	$	(0.76	)
Weighted-average number of common shares outstanding		2,630,137			3,000,000

CALLAN JMB INC.

(Formerly known as Coldchain Technology Services, LLC)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024