Harlan County Beer Company

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

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Based in the heart of the Appalachian coalfields in Eastern Kentucky, Harlan County Beer Company’s vision is to bring people together over good beer and food and in doing so to build community and celebrate historic Harlan County’s past and future. Harlan County’s coal helped build America, it’s time to bring American investment to the area to say thank you to Harlan County and its people by drinking a beer.

In 5 years, Harlan County Beer Company hopes to be at the center of the Appalachian tourism boom as people seek out uncharted trails in the most biodiverse contiguous wildlands on the Eastern Seaboard. A day's drive from 2/3 of the U.S. population, people will flock to Appalachia for outdoor recreation, world-class cultural heritage tourism, unique food, and experiences you can't find anywhere else in the world.

Given the Company’s limited operating history, the Company cannot reliably estimate how much revenue it will receive in the future, if any.

Milestones

Harlan County Beer Company, LLC was organized in the State of Kentucky in September 2020.

Since then, we have:

• High-margin – Taproom beer sales have approximately 92% gross margins
• High-growth – “Taproom first” breweries have double-digit growth
• No competition – there are no bars, only two restaurants in the surrounding area serve alcohol, and the nearest breweries are more than 2 hours away
• Diversified revenue streams – combine high-margin beer sales with food, events, and merchandise, to build a diversified revenue
• Founders own the building – the founders and management team own the building and will lease it at $1/year for five years
• Perfect location and timing – the location of the building is perfect, in the middle of downtown historic Harlan across the street from the courthouse; Harlan just voted in late 2019 to become “wet” and allow alcohol sales
• Transform Appalachia – the decline of the coal industry has decimated Eastern Kentucky, now is the time to quickly diversify Appalachia's economy. Say thank you to the coal miners who helped build America by drinking a beer

Historical Results of Operations

Our company was organized in September 2020 and has limited operations upon which prospective investors may base an evaluation of its performance.

• Revenues & Gross Margin. For the period ended September 30, 2020, the Company had revenues of $0.
• Assets. As of September 30, 2020, the Company had total assets of $0, including $0 in cash.
• Net Income. The Company has had net income of $0 for 2020.
• Liabilities. The Company's liabilities totaled $0 for 2020.

Liquidity & Capital Resources

After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 12 months before we need to raise further capital.

We plan to use the proceeds as set forth in this Form C under "Use of Funds". We don’t have any other sources of capital in the immediate future.

We will likely require additional financing in excess of the proceeds from the Offering in order to perform operations over the lifetime of the Company. We plan to raise capital in 3 months. Except as otherwise described in this Form C, we do not have additional sources of capital other than the proceeds from the offering. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy. This complexity and uncertainty will be increased if less than the maximum amount of securities offered in this offering is sold. The Company intends to raise additional capital in the future from investors. Although capital may be available for early-stage companies, there is no guarantee that the Company will receive any investments from investors.

Runway & Short/Mid Term Expenses

Harlan County Beer Company, LLC cash in hand is $0, as of January 2021. Over the last three months, revenues have averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $0/month, for an average burn rate of $0 per month. Our intent is to be profitable in 9 months.

There have been no material changes or trends in our finances since the date our financials cover. Operationally, it appears that the Covid-19 pandemic will continue to abate allowing the brewery to open without restrictions as intended in late 2021, although this cannot be for certain.

In the first three months of operations, we project total revenues to be approximately $84,000 with expenses of $65,000. After six months total revenue is projected at $168,500 and total expenses at $129,000. These projection are not guaranteed.

For additional capital, the founders have multiple tangible building assets that can be used to secure lines of credit.