UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-K

ANNUAL REPORT

For the year ended December 31, 2025

Howloo, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 024-12359

Common Stock

(Title of each class of securities issued pursuant to Regulation A)

In this report, the term “the company” or “us” or “we” refers to  Howloo, Inc.

Forward-Looking Statements

This Annual Report on Form 1-K may contain forward-looking statements relating to, among other things, the company, its business plan and strategy, and its industry. The words “believe,” “estimate,” “expect,” “anticipate,” “intend,” “plan,” “seek,” “may,” “will,” “draft”, “initial”, “future”, or the negative of these terms or other variations and similar expressions or statements regarding future periods are intended to identify forward-looking statements. Any such statements reflect management’s current views with respect to future events based on information currently available and are subject to risks and uncertainties that could cause actual results to differ materially. Any forward-looking statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control.

These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any predictions of future results, performance or achievements that we express or imply in this Annual Report or in the information incorporated by reference into this Annual Report. Certain important risk factors that could cause actual results to differ materially from those in any forward-looking statements are described in the section labeled “Risk Factors” within the Company’s Offering Circular filed with the Securities & Exchange Commission on February 22, 2023, as modified by any Supplements and Amendments thereto.

ITEM 1. BUSINESS

This discussion should be read in conjunction with (1) the other sections of this Report, including, but not limited to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the attached Financial Statements and related exhibits, and (2) our Offering Circular for our Regulation A+ offering, including, but not limited to, the sections titled "Risk Factors," and the Supplements thereto. The various sections of this discussion contain a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this Report and the Offering Circular.

Introduction

We are a community-engaged, small-batch coffee roasting company headquartered in Florida. We sell uniquely branded coffee products and merchandise online, nationally, under the brand “Blackout Coffee Co.,” including whole bean or ground coffee, coffee pods, flavored coffee, tea and hot cocoa. In 2021, we launched our subscription based coffee club model, through which customers receive regular deliveries of our products to their home or business. We have grown to almost 22,000 active subscriptions since we launched the service. Our customers love our high-quality, distinctive coffees. They also love the opportunities we provide them to connect and support.

Our Products

We roast our premium specialty coffees entirely in-house and infuse them with traditional American values to create our own slice of the small-batch coffee industry, which is expected to reach $152.69 billion by 2030. Yahoo Finance, https://finance.yahoo.com/news/specialty-coffee-market-size-attain-   We source premium specialty grade green coffee beans which are graded at 80 points or above on a 100-point scale. Specialty coffees are grown at the perfect altitude, at the correct time of year, in the best soil, and then are harvested at just the right time. We work with local farmers that grow this high-quality coffee and we adopt a strict adherence to small batch roasting our coffee, which enables us to consistently provide coffee having exceptional taste! We currently work with five (5) different coffee bean providers, and there are a significant additional number of suppliers with which we can contract if there is any interruption in our supply chain with our current suppliers.   We roast, pack-and-ship our coffee quickly – with a goal of shipping orders within 24-48 hours after receipt. This means our customers get the coffee beans just days after they’re roasted. The combination of our premium coffee beans, highly controlled roasting process, and immediate shipping gives our customers an elite coffee experience.

Our premium coffee blends have earned over 350,000 customers, more than 950,000 orders, and almost 22,000 active coffee club subscriptions.

We actively support the military, veterans, police, firefighters, first-responders, and all Americans who see their work as their duty - not just a job. We have partnered with Jared Yanis, many known podcasters, Bare Knuckle Fighting Championship, and have grown our revenue from $130,000 in 2019 to $18,359,881 in 2025.

Industry and Competition

Coffee subscriptions market is currently valued at US $685 million with a forecasted high-value of US $1.98 billion by end of 2032. https://www.factmr.com/report/coffee-subscription-market. The access to coffee software and easy integrations with e-commerce platforms have permitted coffee roasters to offer subscription coffee services and direct-to-customer sales at scale. According to a recent study published by The Brainy Insights, the global specialty coffee market is expected to grow from USD $53.67 billion in 2021 to USD $152.69 billion by 2030, at a compound annual growth rate (CAGR) of 12.32. Yahoo Finance, https://finance.yahoo.com/news/specialty-coffee-market-size-attain-200000218.html

Our focus on conservative values, duty, family, and rights, has resulted in a large, passionate customer base. The specialty coffee market, however, is intensely competitive. We face significant and increasing competition in all these areas in each of our channels and markets. If we cannot compete successfully with other entities in the market, we could lose customers and our revenue could decline. We expect competition in this market to continue to be intense as we compete on a variety of fronts, including, without limitation, anticipating and responding to changing consumer demands in a timely manner; establishing and maintaining favorable brand-name recognition; achieving and maintaining product quality; hiring and retaining key employees; maintaining and growing market share; developing quality and differentiated products that appeal to consumers; establishing and maintaining acceptable relationships with wholesale customers; pricing products appropriately; optimizing roasting and supply chain capabilities; and protecting our intellectual property.

Current Stage and Roadmap

Since we launched our Blackout Coffee Brand in 2018, we have created over 40 coffee roasts and flavors, and have experienced tremendous growth serving over 350,000 customers and surpassing 950,000 in fulfilled orders. During 2024, we moved our operations to a new facility in Fort Pierce, Florida, that has approximately 64,000 square feet of warehouse and manufacturing space.

Employees

We currently have 25 full-time employees, along with various contractors within the United States.

Government Regulation

We are subject to extensive federal, state, and local government regulation, including those relating to, among others, public health and safety, nutritional content labeling and disclosure requirements and food safety regulations. Failure to obtain or retain licenses and registrations or exemptions would adversely affect the operation of our business. We are also subject to the Fair Labor Standards Act, the Immigration Reform and Control Act of 1986 and various federal and state laws governing such matters such as minimum wage, overtime, employment tax rates, workers compensation rates, citizenship requirements, and other working conditions. We are also subject to the Americans with Disabilities Act (“ADA”), which prohibits discrimination on the basis of a disability and public accommodations in employment, which may require us to design or modify our facilities to make reasonable accommodations for disabled persons.

Intellectual Property

Our trademark was approved on September 16, 2025. The United States Patent and Trademark Office issued Registration No. 7924479 for BLACKOUT COFFEE CO. under Class 030 (Coffee; Tea).

Property

We lease approximately 64,000 square feet of warehouse and manufacturing space in Fort Pierce, Florida.

Legal Proceedings

During the 2025 Annual Period, we were involved in the following legal matters:

As of the date of this filing, the matter relating to the former manufacturer described above has not progressed to formal legal or arbitration proceedings, and the ADA-related lawsuit has been settled. We believe that resolution of these matters, individually or collectively, will not have a material adverse effect on our financial condition or operations.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of our financial condition and results of operations for the twelve-month period ended December 31, 2024 (the “2024 Annual Period”), and the twelve-month period ended December 31, 2025 (the “2025 Annual Period”). This discussion should be read in conjunction with our audited financial statements and the related notes included in this report.

Overview

Our predecessor-in-interest, Howloo LLC, was formed as a Delaware limited liability on April 8, 2016, and converted into Howloo, Inc., a Delaware corporation, on January 1, 2023. Our headquarters are in Fort Pierce, Florida.

Results of Operation

The following summarizes the results of our operations in 2025 as compared to 2024:

For the 2024 Annual Period our revenues were $16,651,458 and our cost of goods sold was $6,577,187. For the 2025 Annual Period, our revenues were $18,359,881, or a 10.3% increase over the 2024 Annual Period, and our cost of goods sold was $8,469,198, or a 28.8% increase over the 2024 Annual Period. For the 2024 Annual Period our gross profit was $10,074,271, compared to $9,890,683 for the 2025 Annual Period, or a 1.8% decrease. The increase in revenues during the 2025 Annual Period reflects continued growth in our direct-to-consumer business. The disproportionate increase in cost of goods sold relative to revenue growth, and the resulting decline in gross profit, was primarily driven by a significant increase in green coffee bean costs, which rose sharply during the year due to global supply constraints and the impact of tariffs. These cost increases were further compounded by higher packaging and other input costs. As a result, margin compression occurred despite continued top-line growth.

For the 2024 Annual Period, our total operating expenses were $9,751,719, consisting of $8,469,347 for sales and marketing expenses, and $1,282,372 for general and administrative expenses. For the 2025 Annual Period, our total operating expenses were $11,596,861, or an 18.9% increase over the 2024 Annual Period, and consisted of $10,089,386 for sales and marketing expenses, or a 19.1% increase from the 2024 Annual Period, and $1,507,474 for general and administrative expenses, or a 17.6% increase over the 2024 Annual Period. The increase in sales and marketing expenses during the 2025 Annual Period was primarily the result of continued investment in advertising and promotional activities to support customer acquisition and brand growth.

For the 2024 Annual Period, our income from operations was $322,552, compared to a loss of -1,706,178 for the 2025 Annual Period. Our net income for the 2024 Annual Period was $256,432, compared to a net loss of -$1,857,963 for the 2025 Annual Period. The shift from operating income to operating loss during the 2025 Annual Period was primarily a result of cost of goods sold and operating expenses growing at a faster rate than revenues.

Liquidity and Capital Resources

As of December 31, 2025, we had cash in the amount of $1,747,700, compared to $2,750,554 as of December 31, 2024.

Net cash used in operating activities was $1,087,174 for the 2025 Annual Period, compared to net cash used in operating activities of $574,152 for the 2024 Annual Period. The increase in cash used in operating activities during 2025 was primarily the result of our net loss for the period.

Net cash used in investing activities during the 2025 Annual Period was $46,314 in 2025, compared to $476,157 in the 2024 Annual Period. The decrease was due to lower capital expenditures during 2025 following larger investments made in 2024 to support our move to a new facility.

Cash provided by financing activities was $130,634 for the 2025 Annual Period, compared to cash provided by financing activities of $1,651,737 for the 2024 Annual Period. The decrease was primarily a result of higher proceeds raised through our Regulation A+ offering during 2024.

As of April 30, 2026, and excluding any future proceeds raised in our current Regulation A+ offering, we had sufficient operating capital to fund our operations through at least the next 12 months.

We will incur significant additional costs in operating our business, including, but not limited to, in production, marketing, sales and customer service, and intend to continue to fund our operations, in part, through funds received from our pending Regulation A+ Offering. We may also engage in additional debt and/or equity financings as determined to be necessary.

Debt

In May 2020, we entered into an SBA Loan in the original principal amount of $131,900 that accrues interest at a rate of 3.75%, and matures in May 2050. We are required to make monthly payments of $644. As of December 31, 2025, $109,681 was outstanding under the SBA loan.

We are a party to a loan agreement with First Citizens Bank dated January 3, 2023, in the original principal amount of $93,700, which accrues interest at a rate of 6.819% per annum. We repaid this loan in full during 2024.

Plan of Operations

In 2026, our primary focus is on expanding our Coffee Club subscription program to drive recurring revenue, improve customer retention, and enhance overall profitability. We are also working to broaden our presence across additional e-commerce marketplaces, including Walmart.com, while continuing to selectively expand our retail footprint within the United States. In parallel, we plan to introduce new products, including specialty roasted blends, to support customer acquisition and brand growth. These initiatives are designed to create a more stable, diversified revenue base while reinforcing Blackout Coffee’s position as a premium, American-made coffee brand.

ITEM 3.  DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The following table sets forth information about our executive officers and directors.

There are no arrangements or understandings between our executive officers and directors and any other persons pursuant to which the executive officer or director was selected to act as such.

John Santos, has served as our Chief Executive Officer and Director since our inception in January 2023. Prior thereto, between April 2016 and January 2023, he served as a Manager of Howloo, LLC, our predecessor-in-interest.

Rachael A. Santos, has served as our Chief Financial Officer, Secretary and Director since our inception in January 2023. Prior thereto, between April 2016 and January 2023, she served as a Manager of Howloo, LLC, our predecessor-in-interest.

Compensation

The table below reflects the annual compensation of each of the three highest paid persons who were executive officers or directors, during the fiscal year ended December 31, 2025:

The directors do not receive any compensation for their service as directors. John Santos and Rachael A. Santos are married.

ITEM 4. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

Set forth below is information regarding the beneficial ownership of our outstanding common stock (which are our only voting securities) as of April 1, 2026, by (i) each person whom we know owned, beneficially, more than 10% of the outstanding common stock, and (ii) all of the current officers and directors as a group. We believe that, except as noted below, each named beneficial owner has sole voting and investment power with respect to the shares listed. Unless otherwise indicated herein, beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to shares beneficially owned.

ITEM 5. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

The Company engages in transactions with related parties in the ordinary course of business. During the year ended December 31, 2025, the Company incurred expenses of approximately $44,610 to Rollo Management, LLC, an entity owned by the Company’s Chief Executive Officer, for marketing management services, and $252,000 to 7 Hawks Media, LLC, an entity owned by a co-owner of the Company, for creator and marketing services. These transactions were conducted for legitimate business purposes. In addition, the Company leases an office building from CEO’s holding company. The terms of the lease call for monthly payments of $3,500, and the Company recognized $10,500 in expense in 2024.

As of December 31, 2025 and December 31, 2024, there were no outstanding balances due to or from related parties. The Company did not have material related party transactions during the year ended December 31, 2025, except as otherwise disclosed.

ITEM 6. OTHER INFORMATION

None.

ITEM 7. FINANCIAL STATEMENTS

ITEM 8. EXHIBITS

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-K and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Pierce, State of Florida, on April 29, 2026.

HOWLOO, INC.

HOWLOO, INC. DBA BLACKOUT COFFEE CO.

Audited Financial Statements

As of and for the years ending December 31, 2025 and 2024

(Expressed in United States Dollars)

Index to Financial Statements

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors 

Howloo, Inc. DBA Blackout Coffee Co.

Fort Pierce, Florida

Opinion

We have audited the financial statements of Howloo, Inc. DBA Blackout Coffee Co. (the “Company,”), which comprise the balance sheets as of December 31, 2025 and 2024, and the related statements of operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for period of twelve months from the date of issuance of these financial statements.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these financial statements.

In performing an audit in accordance with GAAS, we:

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit.

April 29, 2026
Calabasas, California

Howloo, Inc. DBA Blackout Coffee Co.

Balance Sheets

See the accompanying notes to the financial statements

Howloo Inc. DBA Blackout Coffee Co.

STATEMENTS OF OPERATIONS

See the accompanying notes to the financial statements

Howloo Inc. DBA Blackout Coffee Co.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

See the accompanying notes to the financial statements

Howloo Inc. DBA Blackout Coffee Co.

STATEMENTS OF CASH FLOWS

See the accompanying notes to the financial statements

Howloo Inc. DBA Blackout Coffee Co.

Notes to Financial Statements

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

Howloo Inc. DBA Blackout Coffee Co. was formed on April 8, 2016, in the state of Delaware as Howloo LLC. and subsequently incorporated in the same state on January 1, 2023. The financial statements of Howloo Inc. DBA Blackout Coffee Co. (which may be referred to as the “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 Fort Pierce, Florida.

Howloo Inc. DBA Blackout Coffee Co. prides itself as an American, family owned and operated coffee roasting company that delivers right to your doorstep small batches of freshly roasted coffee. Howloo Inc. DBA Blackout Coffee Co. doesn’t just have a passion for making coffee with an exciting but unique taste; they are also proud of what they do and want you to have an amazing cup of coffee knowing that all of their coffee beans are responsibly sourced.

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“US GAAP”). The Company has adopted the calendar year as its basis of reporting.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amount of expenses during the reporting periods. Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near term.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – Include other inputs that are directly or indirectly observable in the marketplace.

Level 3 – Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Howloo Inc. DBA Blackout Coffee Co.

Notes to Financial Statements

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2025 and 2024. These financial instruments include cash, accounts receivable and debt payable, and accrued liabilities. Fair values for these items were assumed to approximate carrying values because of their short term in nature or they are payable on demand.

Cash

Cash includes all cash in banks. The Company’s cash is deposited in demand accounts at financial institutions that management believes are creditworthy. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits.

Concentration of Credit Risk

The Company maintains its cash with a major financial institution located in the United States of America which it believes to be creditworthy. Balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At times, the Company may maintain balances in excess of the federally insured limits.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at net realizable value or the amount that the Company expects to collect on gross customer trade receivables. We estimate losses on receivables based on known troubled accounts and historical experience of losses incurred. Receivables are considered impaired and written-off when it is probable that all contractual payments due will not be collected in accordance with the terms of the agreement. As of December 31, 2025 and December 31, 2024, the Company determined that no reserve was necessary.

Inventory

Inventories are valued at the lower of cost and net realizable value. Costs related to raw materials and finished goods are determined using an average method. If the Company determines that the estimated net realizable value of its inventory is less than the carrying value of such inventory, it records a charge to cost of net revenues to reflect the lower of cost or net realizable value. If actual market conditions are less favorable than those projected by the Company, further adjustments may be required that would increase the cost of goods sold in the period in which such a determination was made.

Property and Equipment

Property and equipment are stated at cost. Normal repairs and maintenance costs are charged to earnings as incurred and additions and major improvements are capitalized. The cost of assets retired or otherwise disposed of, and the related depreciation are eliminated from the accounts in the period of disposal and the resulting gain or loss is credited or charged to earnings.

Depreciation is computed over the estimated useful lives of the related asset type or term of the operating lease using the straight-line method for financial statement purposes. The estimated service lives for property and equipment are as follows:

Equipment – 5-10 years

Vehicles – 5 years

Leasehold improvements – Shorter of estimated useful life or remaining lease term

Howloo Inc. DBA Blackout Coffee Co.

Notes to Financial Statements

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

Intangible Assets

Intangible assets are stated at cost, net of accumulated amortization. Amortization is calculated using the straight-line method over the estimated useful lives to the residual value of the related assets. Intangibles include website development costs and are amortized over the period of fifteen years.

Leases

The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred.

In calculating the right of use asset and lease liability, the Company has elected to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term.

Impairment of Long-lived Assets

Long-lived assets, such as property and equipment and identifiable intangibles with finite useful lives, are periodically evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We look for indicators of a trigger event for asset impairment and pay special attention to any adverse change in the extent or manner in which the asset is being used or in its physical condition. Assets are grouped and evaluated for impairment at the lowest level of which there are identifiable cash flows, which is generally at a location level. Assets are reviewed using factors including, but not limited to, our future operating plans and projected cash flows. The determination of whether impairment has occurred is based on an estimate of undiscounted future cash flows directly related to the assets, compared to the carrying value of the assets. If the sum of the undiscounted future cash flows of the assets does not exceed the carrying value of the assets, full or partial impairment may exist. If the asset carrying amount exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined using an income approach, which requires discounting the estimated future cash flows associated with the asset.

Revenue Recognition

The Company recognizes revenues in accordance with FASB ASC 606, revenue from contracts with customers, when delivery of goods is the sole performance obligation in its contracts with customers. The Company typically collects payment upon sale and recognizes the revenue when the item has shipped and has fulfilled its sole performance obligation.

Revenue Recognition as we have 5 Steps under ASC 606, is determined using the following steps:

Howloo Inc. DBA Blackout Coffee Co.

Notes to Financial Statements

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

The Company earns revenues from sale of manufactured products (coffee, tea and cocoa) and merchandise online and via wholesale.

Cost of sales

Costs of goods sold include the cost of raw material as well as other directly attributable expenses.

Advertising and Promotion

Advertising and promotional costs are expensed as incurred. Advertising and promotional expenses for the years ended December 31, 2025, and December 31, 2024, amounted to $8,481,626 and $7,085,843 which is included in sales and marketing expenses.

Income Taxes

The Company is taxed as a C Corporation effective January 1, 2023. Under this structure, the Company is subject to federal and applicable state corporate income taxes on its taxable income. The Company has filed all required tax returns from inception through December 31, 2025 and is not yet subject to examination by the Internal Revenue Service or state regulatory agencies.

Subsequent Events

The Company considers events or transactions that occur after the balance sheets date, but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or identify matters that require additional disclosure. Subsequent events have been evaluated through April 29, 2026, which is the date the financial statements were issued.

Howloo Inc. DBA Blackout Coffee Co.

Notes to Financial Statements

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

Recently Issued and Adopted Accounting Pronouncements

The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date 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 our financial statements.

Inventory consists of the following items:

Accounts payable consist primarily of trade payables while credit card liabilities refer to short-term liabilities towards the bank due to credit card usage.

Prepaid and other current assets consist of the following items:

Howloo Inc. DBA Blackout Coffee Co.

Notes to Financial Statements

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

Other current liabilities consist of the following items:

As of December 31, 2025, and December 31, 2024, property and equipment consist of:

Depreciation expenses for the periods ended December 31, 2025, and December 31, 2024, were in the amount of $88,495 and $120,947, respectively.

As of December 31, 2025, and December 31, 2024, intangible assets consist of:

Amortization expense for the period ended December 31, 2025, and December 31, 2024, were in the amount of $333 and $333 respectively.

Howloo Inc. DBA Blackout Coffee Co.

Notes to Financial Statements

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

The ownership percentages of the stockholders are as follows:

In 2024, the Company has raised $1,748,118 through the issuance of its common stock pursuant to an offering under Regulation A, where 241,534 shares were issued.

For the year ended December 31, 2024, there was $305,680 of funds held in escrow, related to these issuances. Direct offering costs related to its financing activities totaled $366,259 for the fiscal year ended December 31, 2024.

As of both December 31, 2025, and December 31, 2024, shares of Common Stock have been issued and were outstanding 17,827,016 & 17,103,388 respectively.

The Company has one class of common stock outstanding, with each share entitled to one vote on all matters submitted to stockholders. Holders are entitled to receive dividends, if and when declared by the Board of Directors, subject to applicable laws and any contractual restrictions. The common stock does not carry preemptive rights.

During the years presented, the Company entered into loans agreements. The details of the Company’s loans and the terms are as follows:

As of December 31, 2025, the aggregate maturities of long-term borrowings are as follows:

Howloo Inc. DBA Blackout Coffee Co.

Notes to Financial Statements

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

The Company engages in transactions with related parties in the ordinary course of business. During the year ended December 31, 2025, the Company incurred expenses of approximately $44,610 to Rollo Management, LLC, an entity owned by the Company’s Chief Executive Officer, for marketing management services, and $252,000 to 7 Hawks Media, LLC, an entity owned by a co-owner of the Company, for creator and marketing services. These transactions were conducted for legitimate business purposes. In PY, the Company leases an office building from CEO’s holding company. The terms of the lease call for monthly payments of $3,500, and the Company recognized $10,500 in expense in 2024.

As of December 31, 2025 and December 31, 2024, there were no outstanding balances due to or from related parties. The Company did not have material related party transactions during the year ended December 31, 2024, except as otherwise disclosed.

Operating leases

On May 5, 2023 the Company entered into a lease agreement with Renaissance Business Park, LLC, for business premises located in St Lucie County, Florida. Rent commencement shall be November 1, 2023 and the lease is in effect until October 31, 2029. As a result, the Company recognized a right-of-use asset and corresponding lease liability, calculated using a discount rate of 8.72%.

On December 12, 2024 the Company entered into a lease agreement with Renaissance Business Park, LLC, for additional business premises located at Unit 26A, 4100 Okeechobee Road, Unit 1, Fort Pierce, Florida. Rent commencement shall be January 1, 2025 and the lease is in effect until January 1, 2030. As a result, the Company recognized a right-of-use asset and corresponding lease liability, calculated using a discount rate of 8.72%.

The following is the summary of operating lease assets and liabilities:

Howloo Inc. DBA Blackout Coffee Co.

Notes to Financial Statements

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

The following is the summary of future minimum payments:

Contingencies

The Company’s operations are subject to a variety of local and state regulation. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations. Management of the Company believes that the Company is in compliance with applicable local and state regulations as of December 31, 2025, and December 31, 2024.

Litigation and Claims

The Company is involved in a dispute with a former contract manufacturer relating to obligations under a prior co-manufacturing agreement. The former manufacturer has asserted a claim of approximately $409,000 under certain take-or-pay provisions of the agreement. The Company disputes the claim and believes the termination of the agreement was justified based on alleged product quality, packaging, labeling, and production performance issues. The Company intends to vigorously defend its position.

At this time, management, after consultation with legal counsel, is unable to predict the ultimate outcome of the matter. No amounts have been accrued in the accompanying financial statements as management does not believe a loss is probable at December 31, 2025. However, an unfavorable resolution could have an adverse effect on the Company’s financial position, results of operations, or cash flows in the period resolved

Income Tax

The Company accounts for income taxes in accordance with ASC 740, Income Taxes. For the year ended December 31, 2025, the Company incurred a pretax loss of approximately $1.86 million and, accordingly, no current income tax expense was recorded.

Howloo Inc. DBA Blackout Coffee Co.

Notes to Financial Statements

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

The Company is subject to U.S. federal income tax at a statutory rate of 21% and applicable state taxes, including California at approximately 5.50%. Due to the Company’s loss position and cumulative losses, any deferred tax assets generated have been fully offset by a valuation allowance, as realization is not considered more likely than not.

For the year ended December 31, 2024, the Company recorded income tax expense of approximately $90,527. As of December 31, 2025, the Company had no income taxes payable.

The Company has evaluated subsequent events that occurred after December 31, 2025, through April 29, 2026 which is the issuance date of these financial statements.

There were no significant subsequent events requiring disclosure.