SecProbe.io

CORRESP
 1
 filename1.htm

 Callan
JMB Inc.

 244
Flightline Drive

 Spring
Branch, Texas 78070

 September
18, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Mr. Scott Anderegg

 Re:
 Callan
 JMB Inc.

 Registration
 Statement on Form S-1

 File
 No. 333-289849

 Ladies
and Gentlemen:

 Pursuant
to Rules 460 and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the " Act "),
Callan JMB Inc. (the " Company ") respectfully requests that the effective date of the registration statement referred
to above (the " Registration Statement ") be accelerated so that it will become effective at 9:30 a.m., Eastern Time,
on Monday, September 22, 2025, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that
it is aware of its responsibilities under the Act.

 Once
the Registration Statement is effective, please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling
Barry P. Biggar, Esq. at (646) 838-4433. We also respectfully request that a copy of the written order from the Securities and Exchange
Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel
LLP, Attention: Barry P. Biggar, Esq, by email at bbiggar@srfc.law .

 If
you have any questions regarding this request, please contact Barry P. Biggar, Esq. of Sichenzia Ross Ference Carmel LLP, at (646) 838-4433.

 Very
 Truly Yours,

 By:
 /s/
 Wayne Williams

 Name:

 Wayne
 Williams

 Title:
 Chief
 Executive Officer

 cc:
 Barry
 P. Biggar, Esq. of Sichenzia Ross Ference Carmel LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 3, 2025

Wayne Williams
Chief Executive Officer
Callan JMB INC.
244 Flightline Drive
Spring Branch , Texas 78070-6241

 Re: Callan JMB INC.
 Registration Statement on Form S-1
 Filed August 25, 2025
 File No. 333-289849
Dear Wayne Williams:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Scott Anderegg at 202-551-3342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Ross David Carmel
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Callan
JMB Inc.

244
Flightline Drive

Spring
Branch, Texas 78070

January
31, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Ms. Rucha Pandit / Mr. Dietrich King

    Re:
    Callan JMB Inc.

    Registration Statement
    on Form S-1, as amended

    File No. 333-282879

Ladies
and Gentlemen:

Pursuant
to Rules 460 and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”),
Callan JMB Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred
to above (the “Registration Statement”) be accelerated so that it will become effective at 5:00 p.m., Eastern Time,
on Tuesday, February 4, 2025, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it
is aware of its responsibilities under the Act.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling
Barry P. Biggar, Esq. at (646) 838-4433. We also respectfully request that a copy of the written order from the Securities and Exchange
Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel
LLP, Attention: Barry P. Biggar, Esq, by email at bbiggar@srfc.law.

If
you have any questions regarding this request, please contact Barry P. Biggar, Esq. of Sichenzia Ross Ference Carmel LLP, at (646) 838-4433.

    Very Truly Yours,

    By:
    /s/
    Wayne Williams

    Name:
    Wayne Williams

    Title:
    Chief Executive Officer

    cc:
    Barry P. Biggar, Esq. of
    Sichenzia Ross Ference Carmel LLP

CORRESP
1
filename1.htm

January
31, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Callan
    JMB Inc.

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-282879

    Request
    for Acceleration of Effective Date

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”),
Alexander Capital, L.P., as the representative of the several underwriters, hereby joins in the request of Callan JMB Inc. for acceleration
of the effective date of the above-referenced registration statement on Form S-1, as amended (the “Registration Statement”),
so that it becomes effective as of 5:00 p.m. Eastern Time on Tuesday, February 4, 2025, or as soon thereafter as possible.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities Act, we wish to advise you that we have distributed approximately
400 copies of the preliminary prospectus to prospective underwriters, institutional investors, dealers and others.

The
undersigned has and will comply, and it has been informed or will be informed by any participating dealers that they have complied or
will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature
Page to Follow]

    Very
    truly yours,

    ALEXANDER
    CAPITAL, L.P.

    on
behalf of itself and as representative of

                                                                     the Underwriters

    By:
    /s/
    Jonathan Gazdak

    Name:
    Jonathan
    Gazdak

    Title:
    Managing
    Director

[Signature
Page to Underwriter’s Acceleration Request]

CORRESP
1
filename1.htm

January
8, 2025

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Mr.
    Abe Friedman/ Ms. Angela Lumley/ Ms. Rucha Pandit

    Re:
    Callan
    JMB Inc.

    Amendment
    No. 3 to Registration Statement on Form S-1

    Submitted
    December 17, 2024

    File
    No. 333-282879

Dear
Mr. Friedman, Ms. Lumley and Ms. Pandit:

On
behalf of Callan JMB Inc. (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) contained in its letter of December 19, 2024, with respect to
the Company’s Amendment No. 3 to the Registration Statement on Form S-1 as noted above.

For
your convenience, the text of the Staff’s comment is set forth below in bold, followed by the Company’s response. Please
note that all references to page numbers in the responses are references to the page numbers in Amendment No. 4 to the Registration Statement
submitted concurrently with the submission of this letter in response to the Staff’s comment.

Amendment
No. 3 to Registration Statement on Form S-1

Item
16. Exhibits

23.1
Consent of Rosenberg Rich Baker Berman, P.A., page II-3

1.
Please revise to file a consent that includes the signature of your independent auditor.

In
response to the Staff’s comment, the Company is filing with Amendment No. 4 to the Registration Statement a signed consent of its
auditor, Rosenberg Rich Baker Berman, P. A., as Exhibit 23.1.

1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

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(212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

We
trust that the above is responsive to your comment.

In
addition to our response to the Staff’s comment, since we are now in calendar year 2025, the Company has revised the Executive
Compensation table on page 57 of Amendment No. 4 to the Registration Statement to include compensation data for calendar years 2024 and
2023.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at 646-838-4433.

    Sincerely,

    /s/Barry
    P. Biggar

    Barry
    P. Biggar, Esq.

    Sichenzia
    Ross Ference Carmel LLP

    Cc:
    Wayne
    Williams

    Chief
    Executive Officer

    Callan
    JMB Inc.

1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036 T

(212)
930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

December 19, 2024
Wayne Williams
Chief Executive Officer
Callan JMB Inc.
244 Flightline Drive
Spring Branch, Texas 78070-6241
Re:Callan JMB Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed December 17, 2024
File No. 333-282879
Dear Wayne Williams:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-1
Item 16. Exhibits
23.1 Consent of Rosenberg Rich Baker Berman, P.A., page II-3
1.Please revise to file a consent that includes the signature of your independent auditor.

December 19, 2024
Page 2
            Please contact Abe Friedman at 202-551-8298 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Barry Biggar

CORRESP
1
filename1.htm

November
25, 2024

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Ms.
    Rucha Pandit / Mr. Dietrich King

    Re:
    Callan
    JMB Inc.

    Amendment
    No. 1 to Registration Statement on Form S-1

    Submitted
    November 18, 2024

    File
    No. 333-282879

Dear
Ms. Pandit and Mr. King:

On
behalf of Callan JMB Inc. (the “Company”), we have set forth below responses to the comments of the staff (the “Staff
“) of the Securities and Exchange Commission (the “SEC”) contained in its letter of November 21, 2024 with
respect to the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (the “S-1/A”) as noted above.

For
your convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses.
Please note that all references to page numbers in the responses are references to the page numbers in Amendment No. 2 to the Registration
Statement (the “S-1/A 2”) submitted concurrently with the submission of this letter in response to the Staff’s
comments.

Amendment
No. 1 to Registration Statement on Form S-1

Risk
Factors

We
are subject to concentration risk, page 13

1.
We note the overall continued decline in your revenue since 2022. We further note your new disclosure on page 36 that “in 2023,
a customer that represented approximately $4,000,000 of our 2023 revenue chose not to use our services.” In light of these developments,
please update this risk factor to reflect your changed circumstances and the increased risk to your business. In doing so, please address
the continued downward trend in your revenue, your loss of a $4 million customer and, if accurate, your even greater financial dependence
on City of Chicago customers.

In
response to the Staff’s comment, the Company has modified its disclosure on page 13 to indicate that it suffered a reduction in
revenue attributable, in part, to the temporary suspension of orders from a significant customer. That customer has not terminated its
relationship with the Company and the Company expects to receive future orders from that customer.

The
Company has also modified its disclosure on page 36 to elaborate on the factors that the Company believes have caused the reduction in
its revenue, including its limited ability to market its products and services. As disclosed, the Company intends to use a significant
portion of the proceeds of its offering to address this marketing limitation and broadly expand its marketing efforts.

The
City of Chicago is a significant customer of the Company, but the Company does not consider its business dependent on that customer.
Further, as disclosed on page 46, the Company enjoys the benefits of two long-term contracts with that customer and believes that the
relationship is secure.

1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

T
(212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

We
trust that the above is responsive to your comments.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at 646-838-4433.

    Sincerely,

    /s/
    Barry P. Biggar

    Barry
    P. Biggar, Esq.

    Sichenzia
    Ross Ference Carmel LLP

    Cc:
    Wayne
    Williams

    Chief
    Executive Officer

    Callan
    JMB Inc.

1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

November 21, 2024
Wayne Williams
Chief Executive Officer
Callan JMB Inc.
244 Flightline Drive
Spring Branch, Texas 78070-6241
Re:Callan JMB Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed November 18, 2024
File No. 333-282879
Dear Wayne Williams:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Risk Factors
We are subject to concentration risk, page 13
1.We note the overall continued decline in your revenue since 2022. We further note
your new disclosure on page 36 that "in 2023, a customer that represented
approximately $4,000,000 of our 2023 revenue chose not to use our services." In light
of these developments, please update this risk factor to reflect your changed
circumstances and the increased risk to your business. In doing so, please address the
continued downward trend in your revenue, your loss of a $4 million customer and, if
accurate, your even greater financial dependence on City of Chicago customers.

November 21, 2024
Page 2
            Please contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Barry Biggar

CORRESP
1
filename1.htm

November
8, 2024

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Ms.
    Rucha Pandit / Mr. Dietrich King/ Mr. Abe Friedman/ Ms. Angela Lumley

    Re:
    Callan
    JMB Inc.

    Registration
    Statement on Form S-1 Filed October 29, 2024

    File
    No. 333-282879

Dear
Ms. Pandit, Mr. King, Mr. Friedman and Ms. Lumley:

On
behalf of Callan JMB Inc. (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) contained in its letter of November 1, 2024, with respect to
the Company’s Registration Statement on Form S-1 (the “S-1”) as noted above.

For
your convenience, the text of each of the Staff’s comments is set forth below in bold, followed by the Company’s response.
Please note that all references to page numbers in the responses are references to the page numbers in the S-1.

Registration
Statement on Form S-1 Dilution, page 33

1.
Your table on page 34 under the header “total consideration” paid by existing stockholders appears to reflect your historical
net tangible book value as of June 30, 2024, rather than consideration paid for shares purchased by existing stockholders. Please revise
or advise accordingly.

Messrs.
Williams and Croyle, the Company’s founders and only existing stockholders did not purchase stock of the Company in the traditional
sense. Rather, they contributed their work and “sweat equity” in return for the issuance to them from time to time of equity
interests in the limited liability company that was the predecessor to the Company. In February of 2024, the Company was reorganized
as a Nevada corporation and shares of its common stock were issued to Messrs. Williams and Croyle.

The
Company originally considered share historical net tangible book value to be a representative reflection of the consideration attributable
to the existing stockholders’ contributions. Upon further review and in light of the Staff’s comment, the Company has determined
that a more appropriate indicator of the value of the existing stockholders’ consideration for their shares is their declared tax
basis in such shares. Accordingly, the Company has revised the table on page 34 to reflect that basis as the consideration for the shares
held by Williams and Croyle as set forth below.

It
is the Company’s intention to include the following table on page 34 as a substitute table when it files Amendment No. 1 to the
S-1.

    Shares Purchased
    Total Consideration
    Weighted Average Price

    Number
    Percent
    Amount
    Percent
    per Share

    Existing stockholders
      5,000,000
      80 %
    $ 5,508,971
      46 %
    $ 1.10

    New investors
      1,280,000
      20 %
    $ 6,400,000
      54 %
    $ 5.00

    Total
      6,280,000
      100.0 %
    $ 11,908,971
      100.0 %
    $ 1.90

Executive
Compensation Employment Agreements, page 57

2.
For each employment agreement, please disclose the performance goals for the incentive bonus.

The
Company has determined and disclosed on page 57 of the S-1 the performance-based awards available to Mr. Williams, the Company’s
Chief Executive Officer and President, and the benchmarks that he must reach in order to qualify for such awards. The Company has not
yet determined what, if any, awards will be made available to other Company executives and employees and what performance benchmarks
must be achieved to merit any such awards or incentive bonuses. Those determinations will be made by the Compensation Committee of the
Board of Directors, which committee will be made up entirely of the Company’s independent non-employee directors, Ms. Duke and
Messrs. Meller and Dial, with Ms. Duke acting as Chairman. (as disclosed on page 54 of the S-1).

1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

T
(212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

We
trust that the above is responsive to your comments.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at 646-838-4433.

    Sincerely,

    /s/Barry
    P. Biggar

    Barry
    P. Biggar, Esq.

    Sichenzia
    Ross Ference Carmel LLP

    Cc:
    Wayne
    Williams

    Chief
    Executive Officer

    Callan
    JMB Inc.

1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036 T

(212)
930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

November 1, 2024
Wayne Williams
Chief Executive Officer
Callan JMB Inc.
244 Flightline Drive
Spring Branch, Texas 78070-6241
Re:Callan JMB Inc.
Registration Statement on Form S-1
Filed October 29, 2024
File No. 333-282879
Dear Wayne Williams:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Dilution, page 33
1.Your table on page 34 under the header "total consideration" paid by existing
stockholders appears to reflect your historical net tangible book value as of June 30,
2024, rather than consideration paid for shares purchased by existing stockholders.
Please revise or advise accordingly.
Executive Compensation
Employment Agreements, page 57
2.For each employment agreement, please disclose the performance goals for
the incentive bonus.

November 1, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Abe Friedman at 202-551-8298 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Barry Biggar

CORRESP
1
filename1.htm

October
29, 2024

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Ms.
    Rucha Pandit / Mr. Dietrich King

    Re:
    Callan
    JMB Inc.

    Amendment
                                            No. 1 to Draft Registration Statement on Form S-1

    Submitted
    September 4, 2024

    CIK
    No. 0002032545

Dear
Ms. Pandit and Mr. King:

On
behalf of Callan JMB Inc. (the “Company”), we have set forth below responses to the comments of the staff (the
“Staff ”) of the Securities and Exchange Commission (the “SEC”) contained in its letter of
October 8, 2024 with respect to the Company’s Amendment No. 1 to Draft Registration Statement on Form S-1 (the
“DRS-1/A”) as noted above.

For
your convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses.
Please note that all references to page numbers in the responses are references to the page numbers in the Company’s Registration
Statement (the “RS”) submitted concurrently with the submission of this letter..

Amendment
No. 1 to Draft Registration Statement on Form S-1 Submitted September 4, 2024

Capitalization,
page 32

1.
The amount recorded for “Long-term debt, net, including current portions” does not appear to agree with outstanding debt
in your unaudited interim balance sheets as of June 30, 2024. Further, your total capitalization equals the sum of your total liabilities
and total stockholders’ equity, however, please note capitalization is generally defined in practice as the sum of a company’s
debt and equity. Please revise or advise accordingly.

In
response to the Staff’s comment, the Company has revised the Capitalization Table on page 32.

1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

T
(212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

We
trust that the above is responsive to your comments.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at 646-838-4433.

    Sincerely,

    /s/Barry
    P. Biggar

    Barry
    P. Biggar, Esq.

    Sichenzia
    Ross Ference Carmel LLP

    Cc:
    Wayne
    Williams

    Chief
    Executive Officer

    Callan
    JMB Inc.

1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036 T

(212)
930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

October 8, 2024
Wayne Williams
Chief Executive Officer
Callan JMB Inc.
244 Flightline Drive
Spring Branch, Texas 78070-6241
Re:Callan JMB Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted September 24, 2024
CIK No. 0002032545
Dear Wayne Williams:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our August 29, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Capitalization, page 32
1.The amount recorded for "Long-term debt, net, including current portions" does not
appear to agree with outstanding debt in your unaudited interim balance sheets as of
June 30, 2024. Further, your total capitalization equals the sum of your total
liabilities and total stockholders’ equity, however, please note capitalization is
generally defined in practice as the sum of a company’s debt and equity. Please revise
or advise accordingly.

October 8, 2024
Page 2
            Please contact Abe Friedman at 202-551-8298 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

August 29, 2024
Wayne Williams
Chief Executive Officer
Callan JMB Inc.
244 Flightline Drive
Spring Branch, Texas 78070-6241
Re:Callan JMB Inc.
Draft Registration Statement on Form S-1
Submitted August 5, 2024
CIK No. 0002032545
Dear Wayne Williams:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 submitted August 5, 2024
Cover Page
1.We note your disclosure that you anticipate being a controlled company following the
offering. Please revise here and wherever else you discuss your controlled company status
to state, if true, that Wayne Williams and David Croyle will have the ability to determine
all matters requiring approval by stockholders. Additionally, please revise the risk factor
discussing your controlled company status on page 16 to clearly identify the percentage of
voting power to be held by the controlling shareholders following the offering.
Prospectus Summary
Expand into Additional Large Market Opportunities . . ., page 4
Please revise here to provide the basis for your statements or characterize them as
management's beliefs, as it appears that your expansion into the high-end food packaging
market is aspirational. In this regard, we note your disclosure on page 3 that you currently 2.

August 29, 2024
Page 2
operate in the life sciences industry. Please make conforming revisions on pages 6, 44 and
46, and be sure to clearly differentiate between business in which you currently engage
and business as to which you aspire to engage.
Competition and Competitive Advantages, page 5
3.We note your disclosure here and on page 45 that you "have attained a leading market
position" in emergency thermal management response. Please revise here and elsewhere
as appropriate to explain by what metric you have attained a leading market position or,
alternatively, qualify your statements as management's beliefs.
Summary Financial Information, page 10
4.Please revise to mark your statements of operations data for the "Three Months
Ended March 31" as unaudited.
5.We note your footnote (1) that describes the "as adjusted" impacts, however your
financial information provided does not include an "as adjusted" column and the footnote
is not cross referenced.  Please revise or advise accordingly.
Risk Factors, page 11
6.We note instances of extreme stock price run-ups followed by rapid price declines and
stock price volatility seemingly unrelated to company performance following a number of
recent public offerings, particularly among companies with relatively smaller public
floats. Revise to include a separate risk factor, or supplement an existing risk factor,
addressing the potential for rapid and substantial price volatility and discuss the risks to
investors when investing in stock where the price is changing rapidly. Clearly state that
such volatility, including any stock-run up, may be unrelated to your actual or expected
operating performance and financial condition or prospects, making it difficult for
prospective investors to assess the rapidly changing value of your stock.
We are subject to concentration risk, page 13
7.Please name the three customers in the risk factor. In this regard, we note your disclosure
on page 45 that as of March 31, 2024, your top three customers, the City of Chicago
Public Health Department, GRAIL, Inc. and BioBridge Global, collectively accounted for
77% of your revenue.
We, along with our customers, are subject to various international governmental regulations . . .,
page 18
8.With a view to understanding the governmental regulations that are applicable to your
business, please revise here and elsewhere as appropriate to clarify the degree to which
you conduct business operations outside of the United States. For example, you refer to
the applicability of the GDPR, however, it is not clear whether you operate or expect to
generate sales in the European Union.
Internal Control Over Financial Reporting, page 41
We note your disclosure on page 42 that management "has deemed certain conditions to
be material weaknesses and significant deficiencies in our internal controls" and that you 9.

August 29, 2024
Page 3
will "be required to expend time and resources to further improve [y]our internal controls
over financial reporting, including by expanding our staff." Please revise to include a
standalone risk factor to disclose this fact. Additionally, in your risk factor, please
address whether you have a timeline for remediation and if there are any associated
material costs.
Business
Product and Service Offerings, page 44
10.With a view to providing investors with a complete and balanced picture of your business
and revenues, please disclose here, in the prospectus summary and elsewhere as
appropriate, a breakdown of revenue for each of your major services. For example, it
appears that you generate revenue from the following services: field and emergency
response services, perishable (non-pharma) client packaging, technical services and
technology offering; however, it is not clear how much each of these services contributes
to your revenue. If any of these services are currently dormant or aspirational, or if you
have not yet generated revenue from them, please make this clear in the disclosure.
Customers, page 45
11.Please clarify whether you have material agreements with any of your customers. If you
have such agreements, please summarize them here and file them as exhibits to the
registration statement. Please refer to Item 601(b)(10) of Regulation S-K.
Intellectual Property
Trademarks, page 47
12.We note your disclosure that you "received a trademark registration for 'SHIP2Q'." Please
revise to disclose the duration of your trademark. Refer to Item 101(h)(4)(vii) of
Regulation S-K.
Litigation, page 48
13.We note the following disclosure: " As of March 31, 2024, no accruals for loss
contingencies have been recorded as the outcome of this litigation is neither probable nor
reasonably estimable." Please revise this disclosure to identify the litigation and, as
applicable, to provide the information required by Item 103 of Regulation S-K.
Financial Statements for the Years Ended December 31, 2023 and 2022
Notes to the Financial Statements
Note 3 - Summary of Significant Accounting Policies
Revenue Recognition, page F-12
14.It appears your disclosure only addresses the revenue recognition related to emergency
preparedness and perishable (non-pharma) client packaging. We note from your
disclosure on page 44 that in addition to these services you provide technical services and
a technology platform. Please tell us if these items are bundled with your emergency
preparedness and perishable client packaging services.  If so, please tell us how you
identified the performance obligations for each of these and how your current revenue
recognition policy takes into consideration your accounting of these services. If not,
please disclose your revenue recognition policy for each of your revenue streams.

August 29, 2024
Page 4
15.We note your revenue recognition policy states that revenue for services is recognized
based on time and materials incurred at contractually agreed-upon rates and product
revenues are recognized when the products are delivered.  Please tell us how this relates to
your revenue recognition disclosure on page 40 which states your services are generally
transferred to the customer at a point in time, which is when the underlying lending
transaction has closed and successfully funded and that you may act as an agent for both
lenders and borrowers.
Unaudited Interim Condensed Consolidated Financial Statements
Consolidated Statements of Stockholders' / Members' Capital, page F-21
16.Please tell us your considerations for including "Membership exchange for common
stock" as Retained Earnings rather than Additional Paid in Capital. Refer to SAB Topic
4B.
17.Please revise to label your statement for the three months ended March 31, 2023 as
unaudited.
Condensed Consolidated Statements of Cash Flows , page F-22
18.Please revise to label each column with the appropriate periodic heading and mark the
columns as unaudited.
Notes to the Condensed Consolidated Financial Statements, page F-23
19.Please revise to label your Notes to the Condensed Consolidated Financial Statements as
unaudited.
Part II
Item 16. Exhibits., page II-3
20.As soon as practicable, please complete the contents of the exhibit index and file the
exhibits. In this regard, we note the staff often refers to the exhibits when reviewing the
disclosure in the prospectus.
General
21.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications. Please contact the staff member associated
with the review of this filing to discuss how to submit the materials, if any, to us for our
review.

August 29, 2024
Page 5
            Please contact Abe Friedman at 202-551-8298 or Angela Lumley at 202-551-3398 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services