CALLAN JMB INC.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001493152-26-023708
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001493152-26-038329
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 33 previous paragraphs and 37 current paragraphs.
22 unchanged; 7 reworded; 8 added; 4 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
Revenue for the three and six months ended June 30, 2026, was $1,376,326 and $2,482,468 respectively as compared to $1,666,309 and $3,115,687 for the three and six months ended June 30, 2025, a decrease of $289,983 and $633,219 respectively. This decrease was due to the decrease in demand for our emergency preparedness services by certain states and local governments.
Current report
Cost of revenue for the three and six months ended June 30, 2026, was $618,380 and $1,297,288, respectively, as compared to $1,022,439 and $1,858,724 for the three and six months ended June 30, 2025, respectively. The majority of the decrease in the cost of revenue is driven by the decrease in revenue for both comparative periods. The decrease in the comparative three-month period is also attributable to a $44,639 decrease in shippers and components costs and a $21,608 decrease in direct labor costs, partially offset by a $20,208 increase in repairs and maintenance expense. The decrease in the comparative six-month period is also attributable to a $244,296 decrease in direct labor costs, a $116,679 decrease in freight forwarding expense, a $107,215 decrease in shippers and components costs, and a $93,043 decrease in medical supplies expense.
Current report
Our selling, general and administrative costs include personnel costs, consulting and professional fees, and other overhead expenses. Selling, general and administrative expenses for the three and six months ended June 30, 2026, were $2,104,592 and $4,233,015 respectively compared to $2,050,410 and $3,901,878 respectively for the three and six months ended June 30, 2025, an increase of $54,182 and $331,137 respectively. The increase in the comparative three-month period was primarily attributable to a $232,118 increase in legal expenses and a $66,711 increase in salaries and benefits, partially offset by a $123,366 decrease in accounting fees, a $36,013 decrease in bad debt expense, and a $34,038 decrease in marketing strategy expenses. The increase in the comparative six-month period was primarily attributable to a $274,411 increase in legal expenses, a $153,038 increase in accounting fees, a $147,260 increase in salaries and benefits, a $95,335 increase in rent expense, and a $71,928 increase in other operating costs, partially offset by a $187,944 decrease in marketing strategy expenses and a $91,201 decrease in other professional fees.
Current report
As of June 30, 2026, the Company had an accumulated deficit of $(14,706,991) and negative cash flow from operating activities of $(2,075,943) for the six months ended June 30, 2026. In addition, the Company incurred a net loss of $(4,446,977) for the six months ended June 30, 2026 and had cash and cash equivalents of $860,273 as of June 30, 2026. The Company has recurring losses, has not yet generated sufficient cash flows from operations to fund its activities, and expects to continue incurring operating losses and using cash in support of its business plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these condensed consolidated financial statements are issued. Accordingly, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business.
Current report
Since inception, the Company has funded its operations through operating cash flows, the ELOC Facility, and capital contributions or other funding from Mr. Williams. Management will continue to evaluate additional sources of capital, including equity and debt financings. However, the availability and terms of future financing are subject to market conditions, investor demand, and the Company’s operating performance, and there can be no assurance that additional capital will be available when needed or on acceptable terms
Current report
On June 29, 2026, the Company received an additional notice from Nasdaq indicating that it was not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum closing bid price of $1.00 per share. The Company has until December 28, 2026 to regain compliance with the minimum bid price requirement. The notices have no immediate effect on the listing of the Company’s common stock, which continues to trade on The Nasdaq Capital Market under the symbol “CJMB.”
Current report
The Company is actively monitoring its compliance with Nasdaq’s continued listing requirements and evaluating alternatives to regain and maintain compliance. There can be no assurance that the Company will regain compliance with the applicable Nasdaq listing standards or otherwise maintain compliance with the continued listing requirements of The Nasdaq Capital Market.
Current report
For the six months ended June 30, 2026, cash used in operating activities was $(2,075,943) compared to cash used in operating activities of $(2,124,970) during the six months ended June 30, 2025, a decrease of $49,027. This decrease was primarily due to a decrease in accounts receivable of $82,091, in addition to the balance of recovering from credit losses for $37,750 with resulting net change in accounts receivable of $119,841.
Removed paragraphs (4)
Previous report
Revenue for the three months ended March 31, 2026, was $1,106,143 as compared to $1,449,377 for the three months ended March 31, 2025, a decrease of $343,234. The decrease was primarily due to the non-renewal of a government contract and lower revenues from non-government customers compared to the prior year period.
Previous report
Cost of revenue for the three months ended March 31, 2026, was $678,908 as compared to $833,437 for the three months ended March 31, 2025, a decrease of $154,529. The decrease was primarily due to lower revenue levels during the period.
Previous report
Our selling, general and administrative costs include personnel costs, consulting and professional fees, and other overhead expenses. Selling, general and administrative expenses for the three months ended March 31, 2026, were $2,128,423, compared to $1,854,316 for the three months ended March 31, 2025, an increase of $274,107. Operating expenses increased during the three months ended March 31, 2026, as compared to the prior year period. Payroll expenses increased approximately $87,400 primarily due to executive compensation increases pursuant to employee agreements, while Board of Directors compensation increased approximately $7,293 due to the recognition of a full quarter of director compensation in 2026 as compared to prorated amounts in the prior year period. Consulting and professional fees increased approximately $43,000 primarily due to the use of additional consultants and professional service providers in 2026 compared to the prior year period. Facility rental expense increased approximately $57,000 primarily due to lease expenses associated with the Company’s new corporate office, which did not exist in the prior year period. Information technology support expenses increased approximately $9,697 due to expanded company support services, while dues and subscriptions increased approximately $47,800 primarily due to additional post-IPO subscriptions and public company compliance costs. The Company also recognized an increase in stock-based compensation expense of approximately $63,500. Partially mitigating these increases were decreases in travel and meals expense of approximately $24,000 and other facility expenses of approximately $14,000.
Previous report
For the three months ended March 31, 2026, cash used in operating activities was $1,679,880 compared to cash used in operating activities of $1,561,698 during the three months ended March 31, 2025, an increase of $118,182. This increase in cash used in operating activities was primarily due to the higher net loss of $1,974,464, increased accounts receivable of $284,563 and increased other current assets of $183,054, partially offset by non-cash ELOC-related expenses of $1,092,222, a change in the fair value of derivative liability of $338,229, a favorable change in the right-of-use liability, net adjustment of $272,115, a favorable change in accounts payable and accrued expenses of $184,478, the absence of a $199,491 use of cash for prepaid insurance in the prior-year period, a decrease in inventory of $82,893, a favorable change in deferred revenue of $89,052 and an increase in stock-based compensation of $63,500.
Reworded paragraphs (7)
Previous wording
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 shipment volumes due to customer demand, weather conditions and general economic activity. We also expect that our operating expenses may be higher during periods of adverse weather conditions, which can slow fulfillment and transportation activity and result in higher labor and operational costs.
Current wording
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.
Previous wording
Three Months Ended March 31, 2026, Compared to the Three Months Ended March 31, 2025
Current wording
Three and Six Months Ended June 30, 2026, Compared to the Three and Six Months Ended June 30, 2025
Previous wording
Other income (expense) for the three months ended March 31, 2026, was $(1,513,560) and $2,146 for the three months ended March 31, 2025, resulting in an increase in other expense of $1,515,706. The key driver for the decrease relates to changes in the fair value of the ELOC facility as well as related expenses. Refer to the discussion under Note 6 “Equity” for further information on the ELOC Facility. The change in the fair value of the Derivative Liability during the three months ended March 31, 2026, was $338,229. The Company also recognized other transaction expenses arising from the ELOC Facility of $1,177,223 during the three months ended March 31, 2026.
Current wording
Other income (expense) for the three months ended June 30, 2026, was $119,557 and $2,042 for the three months ended June 30, 2025, resulting in an increase in other income of $117,515. Other income (expense) for the six months ended June 30, 2026, was $(1,394,002) and $4,188 for the six months ended June 30, 2025, resulting in an increase in other expense of $1,398,190. The key driver for the decrease relates to changes in the fair value of the ELOC facility as well as related expenses. Refer to the discussion under Note 6 “Equity” for further information on the ELOC Facility. The change in the fair value of the Derivative Liability during the three and six months ended June 30, 2026, was a decrease of $120,841 and an increase of $217,388, respectively. The Company also recognized other transaction expenses arising from the ELOC Facility of $1,177,223 during the six months ended June 30, 2026. Further, during the six months ended June 30, 2026, the Company finalized a settlement with its former executive related to previously existing claims, which resulted in a payment of $150,000, which was offset by an insurance recovery from the Company’s directors and officers insurance policy of $150,000.
Previous wording
Our principal liquidity requirements are for working capital to fund our operations and growth. To date, we have funded our liquidity requirements through a combination of cash on hand, cash flows from operations, and funding from various sources, including from the CEO. As of March 31, 2026, we had $1,415,566 cash and cash equivalents.
Current wording
Our principal liquidity requirements are for working capital to fund our operations and growth. To date, we have funded our liquidity requirements through a combination of cash on hand, cash flows from operations, and funding from various sources, including from the CEO. As of June 30, 2026, we had $860,273 cash and cash equivalents.
Previous wording
On April 7, 2026, the Company received a deficiency letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on The Nasdaq Capital Market. The Notice has no immediate effect on the listing or trading of the Company’s common stock; however, the Company must submit a plan to regain compliance by May 22, 2026, and there can be no assurance that Nasdaq will accept the plan or that the Company will be able to regain compliance within any period granted by Nasdaq.
Current wording
On April 7, 2026, the Company received notice from The Nasdaq Stock Market LLC (“Nasdaq”) that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires a minimum of $2.5 million in stockholders’ equity for continued listing on The Nasdaq Capital Market. The Company submitted a compliance plan to Nasdaq and is working to regain compliance; however, there can be no assurance that the Company will regain compliance within any period granted by Nasdaq.
Previous wording
For the three months ended March 31, 2026, cash used in investing activities was $35,312 compared to cash used in investing activities of $15,000 for the three months ended March 31, 2025, an increase of $20,312. The increase is a result of additional expenses related to the corporate office build out recognized during the three months ended March 31, 2026.
Current wording
For the six months ended June 30, 2026, cash used in investing activities was $(69,481) compared to $(447,506) for the six months ended June 30, 2025, a decrease of $378,025. The decrease is a result of leasehold improvements made to the new corporate office during 2025.
Previous wording
During the three months ended March 31, 2026, cash provided by financing activities was $1,000,000 compared to $4,698,682 during the three months ended March 31, 2025, a decrease of $3,698,682. Our financing activities for the three months ended March 31, 2026 compared to March 31, 2025 included an increase in proceeds from the offering of ELOC shares of $1,000,000, which is offset by prior year proceeds raised from IPO and overallotment of $4,680,013.
Current wording
During the six months ended June 30, 2026, cash provided by financing activities was $874,939 compared to $4,698,682 during the six months ended June 30, 2025, a decrease of $(3,823,743). Our financing activities for the six months ended June 30, 2026 compared to June 30, 2025 included an increase in proceeds from the offering of ELOC shares of $1,000,000, which is offset by prior year proceeds raised from IPO and overallotment of $4,680,013.