FIRST HARVEST CORP. (OTCMKTS:HVST) Files An 8-K Financial Statements and Exhibits

Item 9.01 of the Original Form 8-K. As previously reported in the
Original Form 8-K, on February 10, 2017, the Company entered into
and closed an agreement and plan of merger and reorganization
(the Merger Agreement), with CV Acquisition Corp., a wholly-owned
subsidiary of the Company (Acquisition Corp.), and Cannavoices,
Inc. (Cannavoices). to the Merger Agreement, effective on the
Closing Date, Acquisition Corp. merged with and into Cannavoices,
such that Cannavoices, the surviving corporation, became a wholly
owned subsidiary of the Company.

The Original Form 8-K provided, among other items, the unaudited
financial statements of Cannavoices for the fiscal quarter ended
September 30, 2016. As Cannavoices is deemed the accounting
acquirer in connection with the Merger Agreement, the financial
statements of Cannavoices are deemed to be the historical
financial statements of the Company. However, since the closing
of the Merger Agreement occurred after December 31, 2016, the
financial statements of the Company, prior to the completion of
the Merger Agreement, are the financial statements that the
Company is required to file on the Quarterly Report on Form 10-Q,
for the quarter ended December 31, 2016. Therefore, the Original
Form 8-K is amended by this Amendment to provide the unaudited
interim financial statements of Cannavoices for the quarter ended
December 31, 2016, which are included under Item 9.01 hereto, in
accordance with the rules and regulations of the Securities and
Exchange Commission, as well as the additional corresponding
information for the relevant fiscal period.

The foregoing description of the Merger Agreement and the
transactions contemplated therein is not complete and is subject
to, and qualified in its entirety by, the full text of the Merger
Agreement, which were attached as Exhibit 2.1 to the Original
Form 8-K, which is incorporated herein by reference. Items and
exhibits previously reported in the Original Form 8-K that are
not included in this Amendment remain unchanged.

Item 9.01 Financial Statements and Exhibits.

(a)The unaudited consolidated condensed financial statements of
Cannavoices as of December 31, 2016 and 2015 are filed herewith
following the page.

Certain other audited and unaudited financial statements of
Cannavoices were filed on the Original Form 8-K.

(b) Pro forma financial information. Previously filed on the
Original Form 8-K.

(c) Shell Company Transactions. See (a) and (b) of this Item
9.01.

(d) Exhibits

Exhibit Number		Description
2.1		Agreement and Plan of Merger and Reorganization, dated February 10, 2017 among First Harvest Corp., CV Acquisition Corp. and Cannavoices, Inc.*
10.1		Game Development and License Agreement, dated October 2, 2015, by and between Cannavoices, Inc. and HKA Digital Limited*
10.2		Assignment of Note, dated March 31, 2016, by and between Cannavoices, Inc. and FH Opportunity Fund 1, LLC*
10.3		Loan Agreement, dated April 27, 2016, by and between Cannavoices, Inc. and Hit Sum To Me, LLC*
10.4		Promissory Note, dated April 27, 2016, issued by Cannavoices, Inc. to Hit Sum To Me, LLC*
10.5		Security Agreement, dated April 27, 2016, by and between Cannavoices, Inc. and Hit Sum To Me, LLC*
10.6		Form of Convertible Promissory Note, dated July 20, 2016, issued by Cannavoices, Inc.*
10.7		Form of Convertible Promissory Note, dated November 10, 2016, issued by Cannavoices, Inc.*
10.8		Form of Convertible Promissory Note, dated December 14, 2016, issued by Cannavoices, Inc.*
10.9		Form of Convertible Promissory Note, dated January 10, 2017, issued by Cannavoices, Inc.*
21.1		List of Subsidiaries*
99.1		Pro forma financial information*
99.2		Press Release, issued by the Company on February 10, 2017*

* Previously filed.

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on
its behalf by the undersigned hereunto duly authorized.

	FIRST HARVEST CORP.
Dated: February 21, 2017	By:	/s/ Kevin Gillespie
		Name: Kevin Gillespie
		Title: Chief Executive Officer

INDEX TO FINANCIAL STATEMENTS

CANNAVOICES, INC.

Consolidated condensed balance sheets as of December 31, 2016 (unaudited) and March 31, 2016	F-1
Consolidated condensed statements of operations (unaudited) for the three months ended December 31, 2016 and 2015, the nine months ended December 31, 2016 and for the period from inception (June 5, 2015) through December 31, 2015	F-2
Consolidated condensed statements of cash flows (unaudited) for the nine months ended December 31, 2016 and for the period from inception (June 5, 2015) through December 31, 2015	F-4
Notes to consolidated condensed financial statements (unaudited)	F-5

CANNAVOICES, INC.

Consolidated Condensed Balance Sheets

		December 31, 2016			March 31, 2016
		(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$				$	54,901
Prepaid expenses			18,750				–
Total current assets			18,825				54,901
OTHER ASSETS
Convertible note receivable			100,000				100,000
Interest receivable			4,500				–
Total other assets			104,500				100,000
TOTAL ASSETS		$	123,325			$	154,901
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES
Accrued expenses		$	49,993			$	–
Convertible notes payable			438,000				–
Notes payable, net of debt discount of $6,667			593,333				–
Total current liabilities			1,081,326				–
STOCKHOLDERS’ (DEFICIT) EQUITY
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 23,267,231 and 20,332,311 shares issued and outstanding as of 12/31/2016 and 03/31/2016, respectively.			23,267				20,332
Additional paid-in capital			4,922,650				2,661,894
Accumulated deficit			(5,903,918	)			(2,527,325	)
Total stockholders’ (deficit) equity			(958,001	)			154,901
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY		$	123,325			$	154,901

The accompanying notes are an integral part of these unaudited
consolidated condensed financial statements.

CANNAVOICES, INC.

Consolidated Condensed Statements of Operations

(Unaudited)

					For the Period
					From Inception
		For The Nine			(June 5, 2015)
		Months Ended			Through
		December 31,			December 31,
REVENUES		$	–			$	–
OPERATING EXPENSES
General and administrative			2,408,610				483,673
General and administrative – Related Party			400,083				429,445
Research and development – Related Party			572,400				320,000
Total Operating Expenses			3,381,093				1,233,118
LOSS FROM OPERATIONS			(3,381,093	)			(1,233,118	)
OTHER INCOME/(EXPENSE)
Interest income			4,500				–
Total other income/(expense)			4,500				–
NET LOSS		$	(3,376,593	)		$	(1,233,118	)
BASIC LOSS PER COMMON SHARE		$	(0.15	)		$	(0.07	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC			22,036,635				18,313,900

The accompanying notes are an integral part of these unaudited
consolidated condensed financial statements.

CANNAVOICES, INC.

Consolidated Condensed Statements of Operations

(Unaudited)

		For The Three			For The Three
		Months Ended			Months Ended
		December 31,			December 31,
REVENUES		$	–			$	–
OPERATING EXPENSES
General and administrative			340,901				124,660
General and administrative – Related Party			64,992				89,445
Research and development – Related Party			71,400				320,000
Total Operating Expenses			477,293				534,105
LOSS FROM OPERATIONS			(477,293	)			(534,105	)
OTHER INCOME/(EXPENSE)
Interest income			1,500				–
Total other income/(expense)			1,500
NET LOSS		$	(475,793	)		$	(534,105	)
BASIC LOSS PER COMMON SHARE		$	(0.02	)		$	(0.03	)
WEIGHTED AVERAGE NUMBER OFCOMMON SHARES OUTSTANDING BASIC			23,223,187				19,054,374

The accompanying notes are an integral part of these unaudited
consolidated condensed financial statements.

CANNAVOICES, INC.

Consolidated Condensed Statements of Cash Flows

(Unaudited)

					For the period
					from inception
		For The Nine			(June 5, 2015)
		Months Ended			Through
		December 31,			December 31,
OPERATING ACTIVITIES
Net loss		$	(3,376,593	)		$	(1,233,118	)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock issued for services			1,348,941				–
Debt discount			13,333				–
Changes in operating assets and liabilities
Increase in interest receivable, related party			(4,500	)			–
Increase in accounts payable and accrued expenses			49,993				–
Net cash used in operating activities			(1,968,826	)			(1,233,118	)
FINANCING ACTIVITIES
Proceeds from common stock issued for cash			896,000				1,286,225
Proceeds from convertible notes payable			438,000				–
Proceeds from notes payable			580,000				–
Net cash provided by financing activities			1,914,000				1,286,225
NET INCREASE IN CASH			(54,826	)			53,107
CASH AT BEGINNING OF PERIOD			54,901				–
CASH AT END OF PERIOD		$				$	53,107
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest		$	64,292			$	–
Income taxes		$	–			$	–
NON CASH INVESTING AND FINANCING ACTIVITIES
Debt discount		$	6,667			$	–
Non cash stock issued in advance for prepaid expense		$	18,750			$	–

The accompanying notes are an integral part of these unaudited
consolidated condensed financial statements.

CANNAVOICES, INC.

Notes to Consolidated Financial Statements

December 31, 2016 and 2015 (Unaudited)

1.

NATURE OF BUSINESS AND BASIS OF PRESENTATION

Nature of Business

The financial statements presented are those of Cannavoices, Inc.
(the Company). The Company was incorporated under the laws of the
state of Florida on June 5, 2015. The Company has not generated
any revenue and is an early stage company with a digital media
platform including mobile gaming app development, digital and
social media, ecommerce and education with a focus on the
cannabis industry and emerging growth sectors. The Company plans
to generate revenue primarily through in-app sales and
advertising services.

Basis of Presentation

The accompanying financial statements have been prepared by the
Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of
operations and cash flows at December 31, 2016 and for all
periods presented have been made.

Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles in the United States of America
(U.S. GAAP) have been condensed or omitted. It is suggested that
these consolidated condensed unaudited financial statements be
read in conjunction with the financial statements and notes
thereto included in the Company’s March 31, 2016 audited
financial statements. The results of operations for the nine
months ended December 31, 2016 are not necessarily indicative of
the operating results for the full year.

In the opinion of management, the accompanying balance sheets and
related interim statements of income, cash flows, and
stockholders’ equity include all adjustments, consisting only of
normal recurring items, necessary for their fair presentation in
conformity with U.S. GAAP. Preparing financial statements
requires management to make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenue and
expenses. Actual results and outcomes may differ from
management’s estimates and assumptions.

2.

GOING CONCERN AND MANAGEMENTS PLAN

These financial statements have been prepared on a going concern
basis, which implies that the Company will continue to realize
its assets and discharge its liabilities in the normal course of
business. During the period from inception through December 31,
2016, the Company has not generated revenue and incurred a net
loss of $5,903,918. The continuation of the Company as a going
concern is dependent upon the continued financial support from
its shareholders, the ability to raise equity or debt financing,
and the attainment of profitable operations from the Company’s
future business. Additionally, the Company is actively seeking
strategic alliances in order to accelerate its growth in the
industry. These factors raise substantial doubt regarding the
Companys ability to continue as a going concern for one year from
the date these financial statements are issued. These financial
statements do not include any adjustments to the recoverability
and classification of recorded asset amounts and classification
of liabilities that might be necessary should the Company be
unable to continue as a going concern.

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements for the nine months ended
December 31, 2016 include the accounts of the Company and its
subsidiary. All significant intercompany balances and
transactions have been eliminated.

Consolidated Variable Interest Entity (VIE)

The Company previously determined FH Acquisition Corp. (FHA) was
a VIE and the Company was the primary beneficiary. This was
concluded as FHA collected capital raised from investors and
funded invoices of the Company as directed by the Companys Board
of Directors. The Company has presented the financial statements
on a consolidated basis since FHAs inception (November 23, 2015).

On September 1, 2016, Cannavoices entered into a share exchange
agreement with FHA, whereby all the issued and outstanding
capital stock of FHA was exchanged for 1,334,262 newly issued
shares of the Companys common stock. FHA shares were exchanged on
a one-for-one basis with the shares of the Companys common stock.
As of the date of the share exchange agreement, FHA is a
wholly-owned subsidiary of the Company. Accordingly, intercompany
activity between the Company and FHA are eliminated in
consolidation.

CANNAVOICES, INC.

Notes to Consolidated Financial Statements

December 31, 2016 and 2015 (Unaudited)

Use of Estimates

The financial statements and accompanying notes are prepared in
accordance with US GAAP, which requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those
estimates. The Companys significant estimates and assumptions
include the fair value of the Companys stock and the valuation
allowance relating to the Companys deferred tax assets.

Revenue Recognition

In accordance with the Securities and Exchange Commissions (SEC)
Staff Accounting Bulletin (SAB) Topic 13,Revenue
Recognition, the Company recognizes revenues when it is
realized or realizable and earned.The Company records revenues
when the following four fundamental criteria under SAB Topic 13
are met: (i) persuasive evidence of an arrangement exists, (ii)
delivery has occurred or services have been rendered, (iii) the
price to the customer is fixed or determinable, and (iv)
collection of the resulting receivable is reasonably
assured.Payments received before all of the relevant criteria for
revenue recognition are satisfied are recorded as advances from
customers on the balance sheet.For the period from February 27,
2013 (inception) to December 31, 2016, the Company did not
recognize any revenue.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance
with ASC 718 Compensation Stock Compensation using the fair value
method. All transactions in which goods or services are the
consideration received for the issuance of equity instruments are
accounted for based on the fair value of the consideration
received or the fair value of the equity instrument issued,
whichever is more reliably measurable. Equity instruments issued
to employees and the cost of the services received as
consideration are measured and recognized based on the fair value
of the equity instruments issued.

Dividends

The Company has not adopted any policy regarding payment of
dividends. No dividends have been paid during any of the periods
shown.

Fair Value of Financial Instruments

The carrying amounts (if any) of cash, accounts payable, and
accrued liabilities approximate fair value due to the short-term
nature of these instruments.

The Company measures the fair value of financial assets and
liabilities based on the guidance of the Financial Accounting
Standards Board (FASB) Accounting Standards Codification (ASC) in
accordance with US GAAP, ASC 820 Fair Value Measurements and
Disclosures (ASC 820), which defines fair value, establishes a
framework for measuring fair value, and expands disclosures about
fair value measurements. ASC 820 defines fair value 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 on the measurement date.
ASC 820 also establishes a fair value hierarchy, which requires
an entity to maximize the use of observable inputs and minimize
the use of unobservable inputs when measuring fair value.

ASC 820 describes three levels of inputs that may be used to
measure fair value:

Level 1 quoted prices in active markets for identical assets or
liabilities

Level 2 quoted prices for similar assets and liabilities in
active markets or inputs that are observable

Level 3 inputs that are unobservable (for example, cash flow
modeling inputs based on assumptions)

Net Loss per Common Share

Basic loss per share is calculated by dividing the Companys net
loss applicable to common shareholders by the weighted average
number of common shares during the period. Diluted earnings per
share is calculated by dividing the Companys net loss available
to common shareholders by the diluted weighted average number of
shares outstanding during the year. The diluted weighted average
number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity.
Although there were common stock equivalents as of December 31,
2016, they were anti-dilutive.

CANNAVOICES, INC.

Notes to Consolidated Financial Statements

December 31, 2016 and 2015 (Unaudited)

		For the Nine months Ended December 31, 2016
Net Loss		$	(3,376,593	)
Weighted Average Shares			22,036,635
Net Loss Per share		$	(0.15	)

Income Taxes

The Company provides for income taxes under ASC 740 Accounting
for Income Taxes (ASC 740).ASC 740 requires the use of an asset
and liability approach in accounting for income taxes. Deferred
tax assets and liabilities are recorded based on the differences
between the financial statement and tax bases of assets and
liabilities and the tax rates in effect when these differences
are expected to reverse.

The Company classifies interest expense and any related penalties
related to income tax uncertainties as a component of income tax
expense. No interest or penalties have been recognized as of and
for the period ended December 31, 2016.

ASC 740 requires the reduction of deferred tax assets by a
valuation allowance if, based on the weight of available
evidence, it is more likely than not that some or all of the
deferred tax assets will not be realized.

Impairment of Long-Lived Assets

The Company continually monitors events and changes in
circumstances that could indicate carrying amounts of long-lived
assets may not be recoverable. When such events or changes in
circumstances are present, the Company assesses the
recoverability of long-lived assets by determining whether the
carrying value of such assets will be recovered through
undiscounted expected future cash flows. If the total of the
future cash flows is less than the carrying amount of those
assets, the Company recognizes an impairment loss based on the
excess of the carrying amount over the fair value of the assets.
Assets to be disposed of are reported at the lower of the
carrying amount or the fair value less costs to sell.

Recent Accounting Pronouncements

In January2016, the FASB issued Accounting Standards Update (ASU)
No.2016-01,Financial Instruments Overall (Subtopic 825-10):
Recognition and Measurement of Financial Assets and Financial
Liabilities. The updated guidance enhances the reporting model
for financial instruments, and requires entities to use the exit
price notion when measuring the fair value of financial
instruments for disclosure purposes, and the separate
presentation of financial assets and financial liabilities by
measurement category and form of financial asset (i.e.,
securities or loans and receivables) on the balance sheet or the
accompanying notes to the financial statements. The guidance is
effective for annual and interim reporting periods beginning
after December15, 2017. The Company expects that this guidance
will not have a material effect on its financial statements.

In November2015, the FASB issued ASU No.2015-17, Balance Sheet
Classification of Deferred Taxes, (ASU 2015-17), which requires
entities to present deferred tax assets and deferred tax
liabilities as noncurrent in a classified balance sheet. The ASU
simplifies the current guidance in ASC 740, which requires
entities to separately present deferred tax assets and
liabilities as current and noncurrent in a classified balance
sheet. ASU 2015-17 is effective for fiscal years beginning after
December15, 2016, and interim periods within those annual
periods. Early adoption is permitted for all entities as of the
beginning of an interim or annual reporting period. The Company
expects that this guidance will not have a material effect on its
financial statements.

In August 2014, the FASB issued ASU 2014-15, Presentation of
Financial StatementsGoing Concern, which impacts the accounting
guidance related to the evaluation of an entitys ability to
continue as a going concern. The amendment establishes
managements responsibility to evaluate whether there is
substantial doubt about an entitys ability to continue as a going
concern in connection with preparing financial statements for
each annual and interim reporting period. The amendment also
gives guidance to determine whether to disclose information about
relevant conditions and events when there is substantial doubt
about an entitys ability to continue as a going concern. The
amended guidance is effective prospectively for fiscal years
beginning after December 15, 2016. The Company has adopted this
new guidance effective as of the inception date. The adoption of
this ASU did not have a material impact on the Companys financial
position, results of operations or cash flows.

CANNAVOICES, INC.

Notes to Consolidated Financial Statements

December 31, 2016 and 2015 (Unaudited)

4.

CONVERTIBLE PROMISSORY NOTE RECEIVABLE

On March 31, 2016, the Company purchased a convertible promissory
note from a related party (the Assignor) in the principal amount
of $100,000. The convertible promissory note was assigned to the
Company for $100,000 in cash consideration and the Assignor of
the convertible promissory note relinquished any further
participating interest. The convertible promissory note accrues
interest at 6% compounded annually and matures on November 30,
2017. The convertible promissory note is convertible into equity
of the social media company, who is the maker of the note, upon
events not certain to occur as of December 31, 2016.

The balance of the convertible promissory note receivable,
including accrued interest at December 31, 2016 was $104,500. For
the three and nine months ended December 31, 2016, the Company
recognized $1,500 and $4,500 in interest income, respectively.

5.

NOTE PAYABLE

On April 27, 2016, the Company entered into a promissory note for
the principle amount of $600,000, net of associated discount of
$20,000. The note bears interest at 15% per annum and interest
payments were to be paid monthly beginning June 1, 2016. The
Company has the right to prepay the note at any time without
penalty. The promissory note is secured by a security interest in
all of the assets of the Company. The principal and accrued
interest of the note will be due and payable by the Company on
the one-year anniversary date of the note April 27, 2017.

The principal outstanding of the promissory note at December 31,
2016 was $600,000, net of debt discount of $6,667. For the three
and nine months ended December 31, 2016, the Company recognized
$22,500 and $60,000 in interest expense and amortization of debt
discount of $5,000 and $13,333, respectively, included in
interest expense in the accompanying income statement. As of
December 31, 2016, the Company recorded $7,500 in accrued
interest expense.

6.

CONVERTIBLE PROMISSORY NOTES PAYABLE

On July 20, 2016, the Company entered a Convertible Promissory
Note (the Note) with a lender in which the lender advanced the
Company $200,000. Interest accrues at a rate of 15% per annum and
is due on the first of each month. Unless earlier converted into
the Companys common stock (as discussed below), the principal and
any unpaid accrued interest on the note will be due and payable
by the Company on the one-year anniversary date of the note July
20, 2017. The note is a general unsecured obligation of the
Company. At the lenders election, the principal balance and
unpaid accrued interest on the note may be converted into common
stock of the Company at a fixed rate of $0.75 per share. The
Company determined that the Note is out of money, as there is no
difference between the fair value of the stock ($0.75/share) and
the contractual conversion price ($0.75/share), and hence no debt
discount was recognized as at December 31, 2016.

The outstanding balance of the convertible promissory note at
December 31, 2016 was $200,000 and classified as a short-term
liability. For the three and nine months ended December 31, 2016,
the Company recognized $10,000 and $15,792 in interest expense.

On November 10, 2016, the Company entered a series of Convertible
Short-Term Promissory Notes (the November Short-Term Notes) with
lenders in which the lenders advanced the Company $165,000.
Interest accrues at a rate of 10% per annum and is due at
maturity. Unless earlier converted into the Companys common stock
(as discussed below), the principal and accrued interest on the
November Short-Term Notes will be due and payable by the Company
on the ninety-day anniversary date of the November Short-Term
Notes February 8, 2017. The November Short-Term Notes are a
general unsecured obligation of the Company. At each lenders
election, the principal balance and accrued interest on the
November Short-Term Notes may be converted into common stock of
the Company at a fixed rate of $1.00 per share. The Company has
reached verbal agreement with the holders of the November
Short-Term Notes to extend the maturity date until March 15, 2017
and anticipates obtaining the executed amendments imminently. For
the three months ended December 31, 2016, the Company recognized
$1,986 in interest expense.

On December 14, 2016, the Company entered a series of Convertible
Short-Term Promissory Notes (the December Short-Term Notes) with
lenders in which the lenders advanced the Company $73,000.
Interest accrues at a rate of 10% per annum and is due at
maturity. Unless earlier converted into the Companys common stock
(as discussed below), the principal and accrued interest on the
December Short-Term Notes will be due and payable by the Company
on the ninety-day anniversary date of the December Short-Term
Notes March 14, 2017. The December Short-Term Notes are a general
unsecured obligation of the Company. At each lenders election,
the principal balance and accrued interest on the December
Short-Term Notes may be converted into common stock of the
Company at a fixed rate of $1.00 per share. For the three months
ended December 31, 2016, the Company recognized $214 in interest
expense.

CANNAVOICES, INC.

Notes to Consolidated Financial Statements

December 31, 2016 and 2015 (Unaudited)

7.

STOCKHOLDERS EQUITY

The Company is authorized to issue up to 1,000,000,000 shares of
common stock, $.001 par value. The Company has no authorized
preferred stock. As of December 31, 2016, the Company had
23,267,231 shares of common stock issued and outstanding.

Recent Sale of Securities

In April 2016, Cannavoices issued an aggregate of 245,666 shares
of common stock between $0.50 and $1.00 per share, for gross
proceeds of $180,000.

In April 2016, Cannavoices issued an aggregate of 1,798,588
shares of common stock to various individuals valued at
$1,348,941.

In May 2016, Cannavoices issued an aggregate of 305,832 shares of
common stock between $0.75 and $1.00 per share, for gross
proceeds of $247,500.

In June 2016, Cannavoices issued an aggregate of 53,667 shares of
common stock between $0.75 and $1.00 per share, for gross
proceeds of $49,000.

In July 2016, Cannavoices issued 63,333 shares of common stock at
$0.75 per share, for gross proceeds of $47,500.

In August 2016, Cannavoices issued 100,000 shares of common stock
at $0.75 per share, for gross proceeds of $75,000.

In September 2016, Cannavoices issued an aggregate of 133,334
shares of common stock at $0.75 per share, for gross proceeds of
$100,000.

In September 2016, Cannavoices issued an aggregate of 93,000
shares of common stock at $1.00 per share, for gross proceeds of
$93,000.

In October 2016, Cannavoices issued an aggregate of 20,000 shares
of common stock at $0.75 per share, for gross proceeds of
$15,000.

In October 2016, Cannavoices issued an aggregate of 61,500 shares
of common stock at $1.00 per share, for gross proceeds of
$61,500.

In November 2016, Cannavoices issued an aggregate of 30,000
shares of common stock at $0.75 per share, for gross proceeds of
$22,500.

In November 2016, Cannavoices issued an aggregate of 5,000 shares
of common stock at $1.00 per share, for gross proceeds of $5,000.

In December 2016, Cannavoices issued an aggregate of 25,000
shares of common stock to an individual for services valued at
$18,750.

8.

RELATED PARTY TRANSACTIONS

The Companys related parties are First Harvest Financial, Inc.
(FHF), FH Opportunity Fund 1, LLC (FHO), First Harvest Corp.
(FHC), Lexington Tech Ventures Management, LLC (Lexington), and
The Great American Rolling Paper Company (GARP), by common
ownership and management.

The related parties have provided certain management services and
incurred expenses on behalf of the Company for the nine month
period ended December 31, 2016, including accounting,
administration, management, marketing, IT support, rent, due
diligence and evaluation of acquisition candidates. The related
parties have been reimbursed the following: (a) FHF – $61,600 for
management fees and $103,000 for payments to subcontractors, (b)
FHC – $200 for payments to subcontractors, (c) Lexington – $3,000
for management fees, and (d) GARP – $57,515 for management and
subcontractor fees for the nine month period ended December 31,
2016.

The Company incurred rent expense to FHF of $80,312 for the nine
month period ended December 31, 2016. The Company has no formal
lease with FHF.

CANNAVOICES, INC.

Notes to Consolidated Financial Statements

December 31, 2016 and 2015 (Unaudited)

The Company purchased a convertible promissory note receivable
for $100,000 face value of the convertible promissory note from
FHO. See Note 4 Convertible Promissory Note Receivable.

On September 1, 2016, the Company entered into a share exchange
agreement with FHA, a consolidated VIE of the Company, whereby
all the issued and outstanding capital stock of FHA was acquired
by the Company in exchange for 1,334,262 newly issued shares of
the Companys common stock. FHA shares were exchanged on a
one-for-one basis with shares of the Companys common stock.

The majority shareholder of the related parties described above
is the president and largest shareholder of the Company. He was
paid $94,456 by the Company as a subcontractor for the nine month
period ended December 31, 2016. He currently has no formal
compensation agreement.

The Company entered into a game development and licensing
agreement with HKA Digital Limited (HKA) on October 2, 2015 (the
Development Agreement). HKA is majority owned by a shareholder of
the Company. The Company paid HKA $572,400 during the nine month
period ended December 31, 2016. The total value of the
Development Agreement is $2,000,000 based on certain development
parameters and ongoing scope of work.

9.

COMMITMENTS AND CONTINGENCIES

Litigations, Claims and Assessments

In the normal course of business, the Company may be involved in
legal proceedings, claims and assessments arising in the ordinary
course of business. Such matters are subject to many
uncertainties, and outcomes are not predictable with assurance.
There were no such matters that were deemed material to the
financial statements as of December 31, 2016.

10.

SUBSEQUENT EVENTS

Notes Payable

On January 10, 2017, the Company entered a series of Convertible
Short-Term Promissory Notes (the January Short-Term Notes) with
lenders in which the lenders advanced the Company $40,000.
Interest accrues at a rate of 10% per annum and is due at
maturity. Unless earlier converted into the Companys common stock
(as discussed below), the principal and accrued interest on the
January Short-Term Notes will be due and payable by the Company
on the ninety-day anniversary date of the January Short-Term
Notes April 10, 2017. The January Short-Term Notes are a general
unsecured obligation of the Company. At each lenders election,
the principal balance and accrued interest on the January
Short-Term Notes may be converted into common stock of the
Company at a fixed rate of $1.00 per share.

On February 10, 2017, the Company entered a Convertible
Short-Term Promissory Note (the February 10 Short-Term Note) with
a lender in which the lender advanced the Company $40,000.
Interest accrues at a rate of 6% per annum and is due at
maturity. Unless earlier converted into the Companys common stock
(as discussed below), the principal and accrued interest on the
February 10 Short-Term Note will be due and payable by the
Company on the forty-five day anniversary date of the February 10
Short-Term Note March 27, 2017. The February 10 Short-Term Note
is a general unsecured obligation of the Company. At the lenders
election, the principal balance and accrued interest on the
February 10 Short-Term Note may be converted into common stock of
the Company at a fixed rate of $0.75 per share.

On February 11, 2017, the Company entered a series of Convertible
Short-Term Promissory Notes (the February 11 Short-Term Notes)
with lenders in which the lenders advanced the Company $15,000.
Interest accrues at a rate of 10% per annum and is due at
maturity. Unless earlier converted into the Companys common stock
(as discussed below), the principal and accrued interest on the
February 11 Short-Term Notes will be due and payable by the
Company on the ninety-day anniversary date of the February 11
Short-Term Notes May 12, 2017. The February 11 Short-Term Notes
are a general unsecured obligation of the Company. At each
lenders election, the principal balance and accrued interest on
the February 11 Short-Term Notes may be converted into common
stock of the Company at a fixed rate of $1.00 per share.

Merger Agreement

On February 10, 2017 (the Closing Date), the Company entered into
and closed an agreement and plan of merger and reorganization
(the Merger Agreement), with CV Acquisition Corp., a wholly-owned
subsidiary of FHC, (Acquisition Corp.), and FHC. to the Merger
Agreement, effective on the Closing Date (i) Acquisition Corp.
merged with and into the Company, such that the Company, the
surviving corporation, became a wholly owned subsidiary of the
FHC, and (ii) FHC issued 23,267,231 shares of common stock to the
shareholders of the Company, representing approximately 97.7% of
FHCs outstanding shares of common stock, following the closing of
the Merger Agreement, in exchange for the cancellation of all of
the issued and outstanding shares of common stock of the Company.

CANNAVOICES, INC.

Notes to Consolidated Financial Statements

December 31, 2016 and 2015 (Unaudited)

The sole officer, one of the directors and (prior to closing of
the Merger Agreement) the largest stockholder of the Company was
Kevin Gillespie, who is also the sole officer, director and
largest stockholder of FHC.

Effective on the Closing Date, to the Merger Agreement, the
Company became a wholly-owned subsidiary of FHC. The acquisition
of the Company is treated as a reverse acquisition, and the
business of the Company became the business of the FHC. At the
time of the reverse recapitalization, FHC was not engaged in any
active business.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial
Condition and Results of Operations includes a number of
forward-looking statements that reflect Management’s current
views with respect to future events and financial performance.
You can identify these statements by forward-looking words such
as may, will, expect, anticipate, believe, estimate and continue,
or similar words. Those statements include statements regarding
the intent, belief or current expectations of us and members of
our management team as well as the assumptions on which such
statements are based. Prospective investors are cautioned that
any such forward-looking statements are not guarantees of future
performance and involve risk and uncertainties, and that actual
results may differ materially from those contemplated by such
forward-looking statements.

Readers are urged to carefully review and consider the
various disclosures made by us in this report and in our other
reports filed with the Securities and Exchange Commission.
Important factors currently known to Management could cause
actual results to differ materially from those in forward-looking
statements. We undertake no obligation to update or revise
forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes in the future
operating results over time. We believe that our assumptions are
based upon reasonable data derived from and known about our
business and operations. No assurances are made that actual
results of operations or the results of our future activities
will not differ materially from our assumptions. Factors that
could cause differences include, but are not limited to, expected
market demand for our services, fluctuations in pricing for
materials, and competition.

Business Overview

We were incorporated on June 5, 2015 as a Florida corporation. We
have not generated any revenue, and we are an early stage company
with a digital media platform including mobile gaming app
development, digital and social media, ecommerce and education,
with a focus on the cannabis industry and emerging growth
sectors. We plan to generate revenue primarily through in-app
sales and advertising services.

On September 1, 2016, we entered into a share exchange agreement
with the shareholders of FH Acquisition Corp. (FHA), our
consolidated variable interest entity, whereby all the issued and
outstanding capital stock of FHA was exchanged for 1,334,262
newly issued shares of our common stock. FHA shares were
exchanged on a one-for-one basis with the shares our common
stock. As a result of the share exchange, FHA became our
wholly-owned subsidiary. The investment in FHA was used for the
benefit of our digital media platform and FHAs financials have
been consolidated with ours since FHAs inception (November 23,
2015).

On February 10, 2017 (the Closing Date), we entered into and
closed an agreement and plan of merger and reorganization (the
Merger Agreement), with First Harvest Corp. (FHC) and CV
Acquisition Corp., a wholly-owned subsidiary of FHC, (Acquisition
Corp.). to the Merger Agreement, effective on the Closing Date
(i) Acquisition Corp. merged with and into Cannavoices, such that
Cannavoices, the surviving corporation, became a wholly-owned
subsidiary of FHC, and (ii) the shareholders of Cannavoices were
issued 23,267,231 shares of common stock of FHC, representing
approximately 97.7% of FHC outstanding shares of common stock,
following the closing of the Merger Agreement, in exchange for
the cancellation of all of the issued and outstanding shares of
common stock of Cannavoices. The Merger Agreement was treated as
a reverse acquisition and our business became FHC business.

Our ecosystem spans mobile gaming, digital and social media,
ecommerce sales and education. We are developing a digital media
services platform (the Platform) as a way for niche
cannabis-related companies, as well as mainstream advertisers to
reach a pro-cannabis audience. The Platform solves the
communication challenge between pro-legalization supporters of
medical and recreational cannabis and advertisers that want to
reach this growing demographic.

To reach the pro-cannabis target audience, the Platform currently
consists of two elements we have developed:

(1)

Hemp Inc.– A mobile gaming app known asHemp Inc.(the Game) is a business strategy, role playing game providing the user the experience of growing and dispensing cannabis in a virtual environment. It is a strategy-based game that mimics the real life cannabis culture and serves as a platform for advertising and ecommerce sales. This unique, entrepreneurial game is similar in format to aFarmVilleorClash Royaletype game for mobile gamers to develop, grow and dispense virtual cannabis and interact with celebrities and advertisers brands within the game.

The development team for the Game is led by Danny Hammett, the
former Executive Vice President at Activision (Nasdaq: ATVI). Mr.
Hammett was responsible for their intellectual property
development and product launches, including creation of such
iconic games as –Call of Duty,Big Game
Hunter,Tony Hawk,SpidermanandToy
Story. He has put together a team of developers with
experience at such gaming and technology companies as Activision,
Sega, MiniClip and DropBox.

The Game is currently available for download on iTunes and is
expected to be available on the Google Play Store in the first
quarter of 2017. It is a sales platform that uses a viral
marketing strategy to take advantage of the social media reach of
the celebrities in the Game and the popularity of the cannabis
legalization movement. This allows the Game to build its user
base with a low acquisition cost.

The gameplay objective is to set up and grow a legal cannabis
business in a virtual world, using business strategy to create an
environment full of prosperity and growth. The user establishes a
grow operation and dispensary, hires staff, buys strains of
cannabis to grow, purchases tools, ancillary products and real
estate for the cultivation and sale of cannabis and related
products, and engages in a business strategy to expand their
operations. The Game objective is to also raise social awareness
of the benefits of medical cannabis and legalization. The Game
has celebrities participating as avatars, which ties to the Games
revenue model. The celebrities include such recognized names as
Jimi Hendrix, Cypress Hill and Melisa Etheridge, as well as such
organizations as the National Organization of the Reform of
Marijuana Laws (NORML), Freedom Leaf and High Times Magazine.
These celebrities promote the game via their social media
channels, including Twitter, Facebook, YouTube and Instagram. The
celebrity relationships create ties-in to sell merchandise,
concert tickets, and other celebrity endorsed products via
ecommerce through the Game.

(2)

www.cannavoices.com A member-based social media platform for subscribers to participate in an open forum with other pro-cannabis supporters, similar in form to an interactive Facebook->

Under this platform, members share cannabis-related news, events,
culture, technology, business insights, and inspiration while
networking with like-minded individuals, all within one platform.
Each member builds a unique personal profile by sharing and
documenting his individual voice and journey into realizing the
benefits of cannabis. We also intend to publish, through this
platform, a quarterly on-line magazine with content designed
using an elegant, enlightened theme to promote more socially
acceptance of cannabis. This model has a broad appeal to
cannabis-affinity groups and has a proven advertising revenue
model.

Our primary target audience is socially-active Millennials (ages
18-33) and Generation Xers (ages 34-50) who own a smartphone and
use cannabis, either medically or recreationally. This group is a
regular consumer of games, apps, music, movies and online content
and is comfortable with making purchases online and through
mobile applications. It is estimated that approximately 68% (56.4
million) of the 83 million Millennials and 52% (32.7 million) of
the 63 million Generation Xers favor cannabis legalization,
according to the U.S. Census Bureau 2010 and 2014 Pew Research
Study. Our social and digital media platforms are focused on
bridging the gap between brand conscious advertisers and the
estimated 89 million cannabis legalization supporters in this
target audience.

Results of Operations

For the Three Months Ended December 31, 2016 Compared
to the Three Months Ended December 31, 2015

Revenues and Cost of Goods Sold. We had no
revenues or cost of goods sold during the three months ended
December 31, 2016 and 2015.

Total Operating Expenses.Operating expenses for
the three months ended December 31, 2016 were $477,293, as
compared to $534,105 for the three months ended December 31,
2015, a decrease of $56,812, or 10.6%. This decrease was
primarily due to a reduction in research and development expense
during the three months ended December 31, 2016.

Research and development expenses for the three months ended
December 31, 2016 were $71,400, a decrease of $248,600 or 77.7%,
from $320,000 during the three months ended December 31, 2015.
Our research and development expenses relate to our outside
gaming app development costs for our mobile game, Hemp
Inc., performed by HKA, which began in October 2015 with
initial contract payment to commence development. During the
three months ended December 31, 2016, our research and
development costs were low as we were evaluating results from our
beta-test mode of our mobile gaming app to determine technical
feasibility and the additional development direction for the app.

General and administrative expenses for the three months ended
December 31, 2016 were $405,893, an increase of $191,788, or
89.6%, from $214,105 for the three months ended December 31,
2015. This increase was primarily due to moving from a start-up
phase to increased compensation for staffing and professional
fees to support our digital media platform and administrative
expenses, as well as legal and accounting expenses associated
with our preparation for engaging in a reverse merger
transaction.

Other Income. Interest income for the three
months ended December 31, 2016 was $1,500, an increase from $-0-
for the three months ended March 31, 2015. The interest income is
accrued interest related to our $100,000 convertible note
receivable from a social media company.

Net Loss. As a result of the foregoing, the net
loss for the three months ended December 31, 2016 was $475,793 or
$0.02 per common share, basic and diluted, as compared to a net
loss of $534,105 or $0.03 per common share, basic and diluted,
for the three months ended December 31, 2015, a decrease of
$58,312 or 10.9%.

For the Nine Months Ended December 31, 2016 Compared
to the Nine Months Ended December 31, 2015

Revenues and Cost of Goods Sold. We had no
revenues or cost of goods sold during the nine months ended
December 31, 2016 and the period from inception (June 5, 2015)
through December 31, 2015.

Total Operating Expenses.Operating expenses for
the nine months ended December 31, 2016 were $3,381,093, as
compared to $1,233,118 for the period from inception (June 5,
2015) through December 31, 2015, an increase of $2,147,975, or
174.2%, due primarily to the increase in general and
administrative expenses. We also increased our research and
development expense during the nine months ended December 31,
2016.

General and administrative expenses for the nine months ended
December 31, 2016 were $2,808,693, an increase of $1,895,575 or
207.6%, from $913,118 for the period from inception (June 5,
2015) through December 31, 2016. This increase was primarily due
to moving from a start-up phase to increased compensation for
staffing and professional fees to support our digital media
platform and administrative expenses, as well as legal and
accounting expenses associated with our preparation for engaging
in a reverse merger transaction. We also issued 1,798,588 shares
of common stock valued at $1,348,941 to various individuals as an
incentive for participating in our operations and development.

Research and development expenses for the nine months ended
December 31, 2016 were $572,400, an increase of $252,400 or
78.9%, from $320,000 for the period from inception (June 5, 2015)
through December 31, 2015. This increase was due to the research
and development expenses related to our outside gaming app
development performed by HKA, which initiated development in
October 2015. During the nine months ended December 31, 2016, our
research and development costs were high as we were in full
development work related to our beta-test launch of our mobile
gaming app, which commenced in May 2016.

Other Income. Interest income for the nine months
ended December 31, 2016 was $4,500, an increase from $-0- for the
period from inception through December 31, 2015. The interest
income is accrued interest related to our $100,000 convertible
note receivable from a social media company.

Net Loss. As a result of the foregoing, the net
loss for the nine months ended December 31, 2016 was $3,376,593,
or $0.15 per common share, basic and diluted, as compared to a
loss of $1,233,118, or $0.07 per common share, basic and diluted,
for the period from inception (June 5, 2015) through December 31,
2015, an increase of $2,143,475 or 173.8%

Going Concern

In their report dated February 10, 2017, our independent
registered public accounting firm stated that our financial
statements for the year ended March 31, 2016 were prepared
assuming that we would continue as a going concern. Our ability
to continue as a going concern is an issue raised as we have not
generated revenue and incurred a net loss of $2,527,325 at March
31, 2016. We had an accumulated deficit of $5,903,918 as of
December 31, 2016, expect to generate net losses for the near
future, and require additional financing to fund future
operations.Our financial statements contain additional note
disclosures describing the circumstances that led to this
disclosure.

Our operations have not yet resulted in revenue generation and we
have financed our activities using equity and debt financings.
Our ability to continue as a going concern is subject to our
ability to achieve and maintain profitable operations or obtain
necessary funding from outside sources, including obtaining
additional funding from the sale of our securities or obtaining
loans from various financial institutions, where possible. Our
lack of revenue and continued net operating losses increase the
difficulty in meeting such goals and there can be no assurances
that such methods will prove successful.While we continually look
for additional financing sources, in the current economic
environment the procurement of outside funding is difficult and
there can be no assurance that such financing will be available
on terms acceptable to us, if at all.

Therefore, management plans to raise capital to finance our
operating and capital requirements. However, we may be unable to
do so on terms that are acceptable to us, if at all, particularly
given current capital market and overall economic conditions.
While we are devoting our best efforts to achieve the above
plans, there is no assurance that any such activity will generate
funds that will be available for operations. These conditions
raise substantial doubt about our ability to continue as a going
concern.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities
and working capital at December 31, 2016 compared to March 31,
2016:

		December31,2016			March31,2016			Change
Current Assets		$	18,825			$	54,901			$	(36,076	)
Current Liabilities		$	1,081,326			$				$	1,081,326
Working Capital Deficiency		$	(1,062,501	)		$	54,901			$	(1,117,402	)

As of December 31, 2016 and March 31, 2016, we had a working
capital deficiency of $1,062,501 and working capital of $54,901,
respectively. The increase in the working capital deficiency was
due primarily to increased accounts payable and notes payable. To
date, we have not generated any revenue. As a result, we do not
have any capital resources to meet our projected cash flow
requirements to conduct our proposed operations. We presently do
not have any available credit, bank financing or other external
sources of liquidity. Therefore, we will require additional
financing in order to develop our business. We cannot predict
whether this additional financing will be in the form of equity
or debt, or be in another form. We may not be able to obtain the
necessary additional capital on a timely basis, on acceptable
terms, or at all. In any of these events, we may be unable to
implement our current plans for operations and these
circumstances would have a material adverse effect on our
business, prospects, financial condition and results of
operations.

During the nine months ended December 31, 2016, we used net cash
of $1,968,826 in operations, and generated $1,914,000 cash from
financing activities. This compares to the period from inception
(June 5, 2015) through December 31, 2015, where we used net cash
of $1,233,118 in operations and generated $1,286,225 cash from
financing activities.

Sources of Liquidity

Between the date of inception (June 5, 2015) and March 31, 2016,
we sold an aggregate of 2,646,703 shares of common stock for
gross proceeds of $2,682,226. Between April 1, 2016 and December
31, 2016, we sold an aggregate of 1,111,332 shares of common
stock for gross proceeds of $896,000.

On April 27, 2016, we entered into a secured promissory note (the
Secured Note) for the principal amount of $600,000, net of
associated discount of $20,000. The Secured Note bears interest
at 15% per annum and interest payments were to be paid monthly
beginning June 1, 2016. We have the right to prepay the Secured
Note at any time without penalty. The Secured Note is secured by
a security interest in all of our assets. The principal and
accrued interest of the Secured Note will be due and payable on
the one-year anniversary date of the Secured Note.

On July 20, 2016, we entered a Convertible Promissory Note (the
Note) with a lender in which the lender advanced us $200,000.
Interest accrues at a rate of 15% per annum and is due on the
first of each month. Unless earlier converted into our common
stock (as discussed below), the principal and any unpaid accrued
interest on the Note will be due and payable on the one-year
anniversary date of the Note. The Note is a general unsecured
obligation. At the lenders election, the principal balance and
unpaid accrued interest on the Note may be converted into our
common stock at a fixed rate of $0.75 per share.

On November 10, 2016, we entered a series of Convertible
Short-Term Promissory Notes (the November Short-Term Notes) with
lenders in which the lenders advanced us $165,000. Interest
accrues at a rate of 10% per annum and is due at maturity. Unless
earlier converted into our common stock (as discussed below), the
principal and accrued interest on the November Short-Term Notes
will be due and payable on the ninety-day anniversary date of the
November Short-Term Notes. The November Short-Term Notes are a
general unsecured obligation. At each lenders election, the
principal balance and accrued interest on the November Short-Term
Notes may be converted into our common stock at a fixed rate of
$1.00 per share.

On December 14, 2016, we entered a series of Convertible
Short-Term Promissory Notes (the December Short-Term Notes) with
lenders in which the lenders advanced us $73,000. Interest
accrues at a rate of 10% per annum and is due at maturity. Unless
earlier converted into our common stock (as discussed below), the
principal and accrued interest on the December Short-Term Notes
will be due and payable on the ninety-day anniversary date of the
December Short-Term Notes. The December Short-Term Notes are a
general unsecured obligation. At each lenders election, the
principal balance and accrued interest on the December Short-Term
Notes may be converted into our common stock at a fixed rate of
$1.00 per share.

On January 10, 2017, we entered a series of Convertible
Short-Term Promissory Notes (the January Short-Term Notes) with
lenders in which the lenders advanced us $40,000. Interest
accrues at a rate of 10% per annum and is due at maturity. Unless
earlier converted into our common stock (as discussed below), the
principal and accrued interest on the January Short-Term Notes
will be due and payable on the ninety-day anniversary date of the
January Short-Term Notes. The January Short-Term Notes are a
general unsecured obligation. At each lenders election, the
principal balance and accrued interest on the January Short-Term
Notes may be converted into our common stock at a fixed rate of
$1.00 per share.

On February 10, 2017, the Company entered a Convertible
Short-Term Promissory Note (the February 10 Short-Term Note) with
a lender in which the lender advanced the Company $5,000.
Interest accrues at a rate of 10% per annum and is due at
maturity. Unless earlier converted into the Companys common stock
(as discussed below), the principal and accrued interest on the
February 10 Short-Term Note will be due and payable by the
Company on the ninety-day anniversary date of the February 10
Short-Term Note. The February 10 Short-Term Note is a general
unsecured obligation of the Company. At the lenders election, the
principal balance and accrued interest on the January Short-Term
Notes may be converted into common stock of the Company at a
fixed rate of $1.00 per share.

On February 11, 2017, the Company entered a Convertible
Short-Term Promissory Note (the February 11 Short-Term Note) with
a lender in which the lender advanced the Company $40,000.
Interest accrues at a rate of 6% per annum and is due at
maturity. Unless earlier converted into the Companys common stock
(as discussed below), the principal and accrued interest on the
February 11 Short-Term Note will be due and payable by the
Company on the forty-five day anniversary date of the February 11
Short-Term Note March 28, 2017. The February 11 Short-Term Note
is a general unsecured obligation of the Company. At the lenders
election, the principal balance and accrued interest on the
February 11 Short-Term Note may be converted into common stock of
the Company at a fixed rate of $0.75 per share.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenue or
expenses, results or operations, liquidity, capital expenditures
or capital resources that is material to investors.

Critical Accounting Policies and Estimates

Revenue Recognition: We recognize revenue related to
product sales when (i) persuasive evidence of the arrangement
exists, (ii) shipment has occurred, (iii) the fee is fixed or
determinable, and (iv) collectability is reasonably assured. For
the period from February 27, 2013 (inception) to December 31,
2016, we had not recognized any revenue.

Stock-Based Compensation: We account for stock-based
compensation in accordance with ASC 718 Compensation Stock
Compensation using the fair value method. All transactions in
which goods or services are the consideration received for the
issuance of equity instruments are accounted for based on the
fair value of the consideration received or the fair value of the
equity instrument issued, whichever is more reliably measurable.
Equity instruments issued to employees and the cost of the
services received as consideration are measured and recognized
based on the fair value of the equity instruments issued.

Recent Pronouncements

We have evaluated all the recently issued accounting
pronouncements through the filing date of these financial
statements and do not believe that any of these pronouncements
will have a material impact on our financial position and results
of operations.

JOBS Act

On April 5, 2012, the JOBS Act, was enacted. Section 107 of the
JOBS Act provides that an emerging growth company can take
advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or
revised accounting standards. This means that an emerging growth
company can delay the adoption of certain accounting standards
until those standards would apply to private companies. We are
electing to delay such adoption of new or revised accounting
standards and, as a result, we may not comply with new or revised
accounting standards at the same time as other public reporting
companies that are not emerging growth companies.

In addition, we intend to rely on other exemptions from reporting
and disclosure requirements that are offered by the JOBS Act,
including (i) an exemption from the need to provide an auditors
attestation report on our system of internal control over
financial reporting to Section 404(b) of the Sarbanes-Oxley Act,
and (ii) an exemption from the need to comply with any PCAOB
requirement regarding mandatory audit firm rotation or a
supplement to the auditors report providing additional
information about the audit and our financial statements (auditor
discussion and analysis). These exemptions will apply for a
period of five years following our first sale of common equity
securities under an effective registration statement or until we
no longer qualify as an emerging growth company, whichever is
earlier.

Unregistered Sales of Equity Securities and Use of
Proceeds

In October 2016, Cannavoices issued an aggregate of 20,000 shares
of common stock at $0.75 per share, for gross proceeds of
$15,000.

In October 2016, Cannavoices issued an aggregate of 61,500 shares
of common stock at $1.00 per share, for gross proceeds of
$61,500.

In November 2016, Cannavoices issued an aggregate of 30,000
shares of common stock at $0.75 per share, for gross proceeds of
$22,500.

In November 2016, Cannavoices issued an aggregate of 5,000 shares
of common stock at $1.00 per share, for gross proceeds of $5,000.

In December 2016, Cannavoices issued an aggregate of 25,000
shares of common stock to various individuals valued at $18,750.

The shares were issued

About FIRST HARVEST CORP. (OTCMKTS:HVST)

First Harvest Corp., formerly American Riding Tours, Inc. is a shell company. It focuses on offering on-road tours. Its tourist destination features Mt. Charleston, Lake Mead National Recreation Area, Red Rock Canyon, Valley of Fire and the Grand Canyon. For riders looking for short overnights, the Company focuses on offering multiday trips to the Grand Canyon and roads of Southern California. It also focuses on providing custom tours built from the ground up going to geological areas of the Southwest. It focuses on providing participants with a Bluetooth headset to use during the tour in order to communicate with their guide, as well as maps and detailed information on the areas being visited. The Company focuses on operating Mt. Charleston and Spring Mountains tour, which includes the Spring Mountain Recreational Area, highlighted by the Mt. Charleston peak and local wildlife. The Company’s Valley of Fire, Lake Mead and Hoover Dam tour includes an escorted tour of the Hoover dam.

FIRST HARVEST CORP. (OTCMKTS:HVST) Recent Trading Information

FIRST HARVEST CORP. (OTCMKTS:HVST) closed its last trading session down -0.05 at 3.95 with shares trading hands.