UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 20-F



| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------



OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------
|  |                                                                                     
|  | For the fiscal year ended December 31, 2018                                         



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------
|  |                                                                                         
|  | For the transition period from ___________ to ___________ __________                    



OR



| ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------
|  |                                                                                            
|  | Date of event requiring this shell company report                                          



Commission file number: 333-207107



EHAVE,
INC

(Exact name of Registrant as specified in
its charter)



Canada

(Jurisdiction of incorporation or organization)



203-277 Lakeshore Road East

Oakville, Ontario, Canada L6J 6J3

(Address of principal executive offices)



Prateek Dwivedi, Chief Executive Officer

203-277 Lakeshore Road East

Oakville, Ontario, Canada L6J 6J3

+1(905) 362-1499

info@ehave.com

(Name, Telephone, E-mail and/or Facsimile
number and Address of Company Contact Person)



Securities registered pursuant to Section
12(b) of the Act.



|Title
    of each class |  | Trading
    Symbol(s) |  | Name
    of each exchange on which 
registered
|----------------------- |  | --------------------- |  | ----------------------------------------------
|None                    |  | None                  |  | None                                          



Securities registered pursuant to Section
12(g) of the Act.



|Common Shares, no par value
|---------------------------
|(Title of Class)           



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act.



|None            
|----------------
|(Title of Class)



Indicate the number of outstanding shares
of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 75,102,816
common shares as at December 31, 2018



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ̈
No x



If this report is an annual or transition
report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. Yes  ̈ No x



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  ̈ No x



Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes
x No  ̈



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated
filer,” “accelerated filer,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



|Large accelerated filer  ̈ | Accelerated filer  ̈ | Non-accelerated filer x | Emerging growth company x
|------------------------- | ------------------- | ----------------------- | -------------------------



If an emerging growth company that prepares
its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a)
of the Exchange Act.  ̈



† The term “new or revised
financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting
Standards Codification after April 5, 2012.



Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:



|US GAAP | International Financial ReportingStandards as issued  by theInternational Accounting StandardsBoard | Other
|------- | --------------------------------------------------------------------------------------------------- | -----
|x       |  ̈                                                                                                   |  ̈    



If “Other” has been checked
in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:



Item 17  ̈
                      Item
18    ̈



If this is an annual report, indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ̈No x











EHAVE INC.



FORM 20-F



TABLE OF CONTENTS



|Item 1.              | Identity of Directors, Senior Management and Advisers                        | 5 
|-------------------- | ---------------------------------------------------------------------------- | --
|Item 2.              | Offer Statistics and Expected Timetable                                      | 5 
|Item 3.              | Key Information                                                              | 5 
|Item 4.              | Information on the Company                                                   | 19
|Item 4A.             | Unresolved Staff Comments                                                    | 32
|Item 5.              | Operating and Financial Review and Prospects                                 | 32
|Item 6.              | Directors, Senior Management and Employees                                   | 41
|Item 7.              | Major Shareholders and Related Party Transactions                            | 48
|Item 8.              | Financial Information                                                        | 51
|Item 9.              | The Offer and Listing                                                        | 52
|Item 10.             | Additional Information                                                       | 52
|Item 11.             | Quantitative and Qualitative Disclosures About Market Risk                   | 65
|Item 12.             | Description of Securities Other Than Equity Securities                       | 65
|Item 13.             | Defaults, Dividend Arrearages and Delinquencies                              | 65
|Item 14.             | Material Modifications to the Rights of Security Holders and Use of Proceeds | 65
|Item 15.             | Controls and Procedures                                                      | 66
|Item 16.             | [Reserved]                                                                   | 67
|Item 16A.            | Audit Committee Financial Expert                                             | 67
|Item 16B.            | Code of Ethics                                                               | 67
|Item 16C.            | Principal Accountant Fees and Services                                       | 67
|Item 16D.            | Exemptions from the Listing Standards for Audit Committees                   | 68
|Item 16E.            | Purchase of Equity Securities by the Issuer and Affiliated Purchases         | 68
|Item 16F.            | Change in Registrant’s Certifying Accountants                                | 68
|Item 16G.            | Corporate Governance                                                         | 68
|Item 16H.            | Mine Safety Disclosure                                                       | 68
|Item 17.             | Financial Statements                                                         | 68
|Item 18              | Financial Statements                                                         | 68
|Item 19.             | Exhibits                                                                     | 68
|Signatures           | 72                                                                          
|Financial Statements | F2 - F15                                                                    



2







CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS



This annual report contains “forward-looking
statements”. Forward-looking statements reflect the current view about future events. When used in this annual report, the
words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,”
“plan,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking
statements. Such statements, include, but are not limited to, statements contained in this annual report relating to our business
strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our
current expectations and assumptions regarding our business, the economy and other future conditions. Because forward–looking
statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult
to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither
statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any
of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking
statements include, without limitation, our ability to develop and commercialize new and improved products and services; our ability
to raise capital to fund continuing operations; a continued decline in general economic conditions nationally and internationally;
decreased demand for our products and services; market acceptance of our products and services; our ability to protect our intellectual
property rights; the impact of any infringement actions or other litigation brought against us; competition from other providers
and products; changes in government regulation; our ability to complete customer transactions and capital raising transactions;
and other factors (including the risks contained in the section of this annual report entitled “Risk Factors”) relating
to our industry, our operations and results of operations. Should one or more of these risks or uncertainties materialize, or should
the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.



3







Factors or events that could cause our
actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee
future results, levels of activity, performance or achievements. Except as required by applicable law we do not intend to update
any of the forward-looking statements to conform these statements to actual results.



The forward-looking statements in this
annual report are subject to various risks and uncertainties, most of which are difficult to predict and generally beyond our control,
including without limitation:



| | · | The occurrence of any event, change or other circumstances that could cause a failure to consummate
the Asset Sale (as defined below).
| | - | --------------------------------------------------------------------------------------------------------------------------------------

| | · | An increase in the amount of costs, fees, expenses and other charges related to the Asset Sale.
| | - | -----------------------------------------------------------------------------------------------

| | · | If the Asset Sale is completed, our operations will be significantly curtailed, and we will have
limited sources of revenue following the Asset Sale, which may negatively impact the value and liquidity of our common stock.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Our limited operating history makes evaluating our business and future prospects difficult and
may increase the risk of your investment.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------

| | · | We have a history of operating losses and expect to continue incurring losses for the foreseeable
future.
| | - | ---------------------------------------------------------------------------------------------------------

| | · | If we are unable to obtain additional funding, our business operations will be harmed.
| | - | --------------------------------------------------------------------------------------

| | · | Our independent auditors have expressed their concern as to our ability to continue as a going
concern.
| | - | -------------------------------------------------------------------------------------------------------

| | · | Our inability to regain or maintain the eligibility to have our common shares quoted on the OTCQB Venture
Market, which may have an unfavorable impact on our stock price and liquidity.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Our products may not be successful in gaining market acceptance, which would negatively impact
our revenues.
| | - | ------------------------------------------------------------------------------------------------------------

| | · | If we are unable to keep up with rapid technological changes in our field, we will be unable to
operate profitably.
| | - | -------------------------------------------------------------------------------------------------------------------

| | · | Many of our potential competitors are better established and have significantly greater resources
which may make it difficult for us to compete in the markets in which we intend to sell our products.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | If we lose any of our key management personnel or consultants, we may not be able to successfully
manage our business or achieve our objectives.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Developments or assertions by us or against us relating to intellectual property rights could materially
impact our business.
| | - | -----------------------------------------------------------------------------------------------------------------------------

| | · | Our products could infringe on the intellectual property rights of others which may result in costly
litigation and, if we do not prevail, could also cause us to pay substantial damages and prohibit us from selling or licensing
our products.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | We have identified material weaknesses in our internal control over financial reporting, and if
we are unable to achieve and maintain effective internal control over financial reporting or effective disclosure controls, we
may be at risk to accurately report financial results or detect fraud, which could have a material adverse effect on our business.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The market for our products is immature and volatile and if it does not develop, or if it develops
more slowly than we expect, the growth of our business will be harmed.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | If our security measures are breached and unauthorized access to a customer’s data are obtained,
our products may be perceived as insecure, we may incur significant liabilities, our reputation may be harmed and we could lose
sales and customers.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | If we fail to comply with applicable health information privacy and security laws and other state
and federal privacy and security laws, we may be subject to significant liabilities, reputational harm and other negative consequences,
including decreasing the willingness of current and potential customers to work with us.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Our proprietary software may not operate properly, which could damage our reputation, give rise
to claims against us or divert application of our resources from other purposes, any of which could harm our business and operating
results.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | We depend on data centers operated by third parties for our products, and any disruption in the
operation of these facilities could adversely affect our business.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | If currency exchange rates fluctuate substantially in the future, the results of our operations,
which are reported in U.S. dollars, could be adversely affected.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | We may not be in compliance with rules and regulations of the U.S. Food and Drug Administration
(the “FDA”) should they become applicable to any products we develop in the future.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The results of any future clinical trials that we may need to perform in the future may not support
our medical device candidate requirements or intended use claims or may result in the discovery of unanticipated inconsistent data.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | A security breach or disruption or failure in a computer or communications systems could adversely
affect us.
| | - | -------------------------------------------------------------------------------------------------------------



4







PART I



ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT
AND ADVISERS



Not applicable



ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE



Not applicable



ITEM 3. KEY INFORMATION



| | A. | Selected Financial Data
| | -- | -----------------------



The selected financial data presented below
for the four years ended December 31, 2018, is presented in U.S. dollars and is derived from our financial statements prepared
in accordance with Generally Accepted Accounting Principles in the United States (“U.S. GAAP”). We have derived the
selected financial data as of December 31, 2018, 2017, and 2016 and for the years ended December 31, 2018, 2017, and 2016 from
our audited financial statements included elsewhere in this Annual Report on Form 20-F. We have derived the selected financial
data as of December 31, 2015, and for the year ended December 31, 2015, from our audited financial statements not included in this
annual report. The information set forth below should be read in conjunction with our financial statements (including notes thereto)
included under Item 18 and “Operating and Financial Review and Prospects” included under Item 5 and other information
provided elsewhere in this annual report on Form 20-F and our financial statements and related notes. The selected financial data
in this section is not intended to replace the financial statements and is qualified in its entirety thereby.





|                                                     |  | 2018 |             |   | 2017 |  |            | 2016 |  |  | 2015       |  
|---------------------------------------------------- |  | ---- | ----------- | - | ---- |  | ---------- | ---- |  |  | ---------- | -
|                                                     |  | $    |             |   | $    |  |            | $    |  |  | $          |  
|Revenues from continuing operations                  |  |      | —           |   |      |  | —          |      |  |  | —          |  
|Net loss                                             |  |      | (5,588,334, | ) |      |  | (4,141,613 | )    |  |  | (1,502,204 | )
|Net comprehensive loss                               |  |      | (5,381,156  | ) |      |  | (4,208,936 | )    |  |  | (1,466,776 | )
|Basic and diluted loss per share (1)                 |  |      | (0.06       | ) |      |  | (0.06      | )    |  |  | (0.05      | )
|Total assets (1)                                     |  |      | 460,234     |   |      |  | 59,275     |      |  |  | 48,380     |  
|Shareholders’ deficit (1)                            |  |      | (3,733,435  | ) |      |  | (2,009,266 | )    |  |  | (1,191,960 | )
|Cash dividends declared per share (2)                |  |      | —           |   |      |  | —          |      |  |  | —          |  
|Weighted average number of common shares outstanding |  |      | 75,102,816  |   |      |  | 69,030,618 |      |  |  | 32,144,065 |  





Notes:



| | (1) | We issued 3,798,781 shares in 2018. We issued 26,914,315 common shares in 2017. We issued 16,286,796 common shares for net cash proceeds of $366,455 in 2016.  We did not issue any common shares in  2015.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | We have not declared or paid any dividends since incorporation.
| | --- | ---------------------------------------------------------------



Exchange Rate Data



The following table sets forth the exchange rates for Canadian
dollars expressed in U.S. dollars that have been used in the audited financial statements included elsewhere in this Annual Report
on Form 20-F.



|$1 Canadian dollar equivalent in U.S. dollars |  |  |       
|--------------------------------------------- |  |  | ------
|At December 31, 2017                          |  |  | 0.7955
|At December 31, 2018                          |  |  | 0.7329
|Average for the year ended December 31, 2018  |  |  | 0.7715



5







| | B. | Capitalization and Indebtedness
| | -- | -------------------------------



Not applicable



| | C. | Reasons for the Offer and Use of Proceeds
| | -- | -----------------------------------------



Not applicable



| | D. | Risk Factors
| | -- | ------------



Investment in our common shares involves
a high degree of risk. You should carefully consider, among other matters, the following risk factors in addition to the other
information in this Annual Report on Form 20-F when evaluating our business because these risk factors may have a significant impact
on our business, financial condition, operating results or cash flow. If any of the material risks described below or in subsequent
reports we file with the Securities and Exchange Commission (“SEC”) actually occur, they may materially harm our business,
financial condition, operating results or cash flow. Additional risks and uncertainties that we have not yet identified or that
we presently consider to be immaterial may also materially harm our business, financial condition, operating results or cash flow.



Risks
Related to Proposed Sale of Ehave Connect Assets



The announcement and pendency of
the sale of our Ehave Connect assets pursuant to the Asset Purchase Agreement, dated March 22, 2019 (the “Agreement”),
between us and ZYUS Life Sciences Inc. (“Zyus”), whether or not consummated, may adversely affect our business.



The announcement and pendency of the Asset
Sale (See “Item 4. Information on the Company—A. History and Development of the Company—Proposed Sale of Ehave
Connect Asset”) whether or not consummated, may adversely affect the trading price of our common shares, our business or
our relationships with customers, suppliers and employees. In addition, pending the completion of the Asset Sale, we may be unable
to attract and retain key personnel and the focus and attention of our management and employee resources may be diverted from operational
matters during the pendency of the Asset Sale.



We cannot be sure if or when the
Asset Sale will be completed.



The closing of the Asset Sale is subject
to the satisfaction or waiver of various conditions. We cannot guarantee that the closing conditions set forth in the Agreement
will be satisfied. If we are unable to satisfy the closing conditions in ZYUS’s favor or if other mutual closing conditions
are not satisfied, ZYUS will not be obligated to complete the Asset Sale. In the event that the Asset Sale is not completed, the
announcement of the termination of the Agreement may adversely affect the trading price of our common shares, our business and
operations or our relationships with customers, suppliers and employees. In addition, we will need an alternative source of raising
additional capital, without which we may be required to cease operations at any time.



The Agreement limits our ability
to pursue alternatives to the Asset Sale.



The Agreement contains provisions that
make it more difficult for us to sell the Ehave Connect assets or engage in another type of transaction relating to the Ehave Connect
assets with a party other than ZYUS. These provisions could discourage a third party that might have an interest in acquiring all
of, or substantially all of, our assets or our common shares from considering or proposing such an acquisition, even if that party
were prepared to pay consideration with a higher value than the consideration to be paid by ZYUS.



6







The Agreement exposes us to indemnification
liabilities that could reduce the proceeds from Asset Sale and have a material adverse effect on our financial condition.



We have agreed to deliver a security agreement
granting ZYUS a security interest in the shares of ZYUS received as a portion of the consideration for the Asset Sale in support
of any indemnity claims by ZYUS pursuant to the Agreement until the second anniversary of the closing date. Significant indemnification
claims by ZYUS could have a material adverse effect on the proceeds from the Asset Sale and our financial condition.



If the Asset Sale is completed, our
operations will be significantly curtailed and we will have limited sources of revenue following the Asset Sale, which may negatively
impact the value and liquidity of our common stock.



The Asset Sale constitutes a sale of substantially
all of the assets of the Company. Upon closing of the Asset Sale, our operations will be significantly curtailed as our sources
of potential revenue will be limited to our remaining Megateam and NinjaReflex business. There can be no assurance that we will
be successful at generating revenue from the remaining business, if any. A failure by us to secure additional sources of revenue
following the closing of the Asset Sale could negatively impact the value and liquidity of our common shares.



We have incurred and will incur significant
expenses in connection with the Asset Sale, regardless of whether the Asset Sale is completed.



We have incurred and expect to incur significant
expenses related to the Asset Sale. These expenses include, but are not limited to, financial advisory and opinion fees and expenses,
legal fees, accounting fees and expenses, certain employee expenses, filing fees, printing expenses and other related fees and
expenses. Many of these expenses will be payable by us regardless of whether the Asset Sale is completed.



RISKS RELATED TO OUR BUSINESS AND INDUSTRY



Our limited operating history makes
evaluating our business and future prospects difficult, and may increase the risk of your investment.



We have a very limited operating history
on which investors can base an evaluation of our business, operating results and prospects. We have no operating history with respect
to commercializing our software applications and products. Consequently, it is difficult to predict our future revenues, if any,
and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business.



We began processes to develop relationships
with potential customers and distribution partners in November 2016. Completion of our cognitive assessment and remediation tools
and the further development and commercialization of our products is dependent upon the availability of sufficient funds. This
limits our ability to accurately forecast the cost of the development of our products. If the markets and applications of our products
do not develop as we expect or develop more slowly than we expect, our business, prospects, financial condition and operating results
will be harmed.



We have a history of operating losses
and expect to continue incurring losses for the foreseeable future.



We were incorporated in 2011. We reported
a net loss of $5,588,334 for the fiscal year ended December 31, 2018 and had a net loss of $4,141,613 during the fiscal year ended
December 31, 2017. As of December 31, 2018, we had an accumulated deficit of $12,577,458. We cannot anticipate when, if
ever, our operations will become profitable. We expect to incur significant net losses as we develop and commercialize our products
and pursue our business strategy. We intend to invest significantly in our business before we expect cash flow from operations
to be adequate to cover our operating expenses. If we are unable to execute our business strategy and grow our business, for any
reason, our business, prospects, financial condition and results of operations will be adversely affected.



As reflected in the financial statements
for the years ended December 31, 2018, and December 31, 2017, included elsewhere in this Annual Report on Form 20-F, we had no
revenues from continuing operations in 2018 and 2017 and need additional cash resources to maintain its operations. These factors
raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent
on our ability to raise additional capital. We cannot predict when, if ever, we will be successful in raising additional capital
and, accordingly, we may be required to cease operations at any time, if we do not have sufficient working capital to pay our operating
costs.



7







If we are unable to obtain additional
funding, our business operations will be harmed.



We raised an aggregate of $2,832,910 through
loans and issuance of convertible debentures and warrants in 2018 and 2019 to date. We raised an aggregate of $869,183 through
issuance of convertible debentures and warrants in 2017. We raised an aggregate of $330,750 through a public offering of common
shares and warrants closed in June 2016. We anticipate that we will continue to incur losses and negative cash flows from operations,
and that such losses will increase over the next several years due to development costs associated with our MegaTeam and Ninja
Reflex products, until our products reach commercial profitability. As a result of these expected losses and negative cash flows
from operations, along with our current cash position, based on our current projections, we may not have sufficient resources to
fund operations through the third quarter of 2019. To the extent that we are required to raise additional funds to conduct research
and acquire facilities, and to cover costs of operations, we intend to do so through additional public or private offerings of
debt or equity securities. There are no assurances that we will be successful in obtaining the level of financing needed for our
operations, and we may be unable to secure such funding when needed in adequate amounts or on acceptable terms, if at all. Any
additional equity financing may involve substantial dilution to our then existing shareholders. In February 2019, we have entered
a definitive agreement to sell the Ehave Connect asset in consideration for $895,122 (CDN$1,200,000) of cash and shares of the
purchaser’s common shares; however, there is no assurance that the transaction will close. See “—Risks Related
to Proposed Sale of Ehave Connect Assets—We cannot be sure if or when the Asset Sale will be completed.” The
inability to raise the additional capital will restrict our ability to develop and conduct business operations. If we cannot raise
additional capital, we will need to reduce our cash burn to last 12 months by focusing our efforts on existing products only, leveraging
research funding to conduct additional clinical studies on efficacy and integration and development of new techniques for assessment
and rehabilitation.



Our independent auditors have expressed
their concern as to our ability to continue as a going concern.



We reported an accumulated deficit of $12,577,458
and had a stockholders’ deficit of $3,733,435 at December 31, 2018. As a result of our financial condition, we have received
a report from our independent registered public accounting firm for our financial statements for the years ended December 31, 2018
and 2017 that includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern without
the infusion of significant additional capital. There can be no assurance that management will be successful in implementing its
plans. If we are unable to raise additional financings we may cease operations.



Our products may not be successful
in gaining market acceptance, which would negatively impact our revenues.



Currently, our business strategy is to
continue to support the clinical trials of our therapeutic video games and gain access to additional technologies at a time and
in a manner that we believe is best for our development. We may have difficulties in reaching market acceptance, which could negatively
impact our revenues, for a number of reasons including:



| | · | any delays in securing partnerships and strategic alliances;
| | - | ------------------------------------------------------------

| | · | any technical delays and malfunctions;
| | - | --------------------------------------

| | · | failure to receive regulatory approval on a timely basis or at all; and
| | - | -----------------------------------------------------------------------

| | · | failure to receive a sufficient level of reimbursement from government, insurers or other third-party
payors.
| | - | -------------------------------------------------------------------------------------------------------------



If we are unable to keep up with
rapid technological changes in our field, we will be unable to operate profitably.



Our industry is characterized by extensive
research efforts and rapid technological progress. If we fail to anticipate or respond adequately to technological developments,
our ability to operate profitably could suffer. We cannot assure you that research and discoveries by other companies will not
render our software or potential products uneconomical or result in products superior to those we develop or that any products
or services we develop will be preferred to any existing or newly-developed products.



8







Many of our potential competitors
are better established and have significantly greater resources which may make it difficult for us to compete in the markets in
which we intend to sell our products.



The market for the products we develop
is highly competitive. Many of our potential competitors are well established with larger and better resources, longer relationships
with customers and suppliers, greater name recognition and greater financial, technical and marketing resources than we have. Increased
competition may result in price reductions, reduced gross margins, loss of market share and loss of licensees, any of which could
materially and adversely affect our business, operating results and financial condition. We cannot ensure that prospective competitors
will not adopt technologies or business plans similar to ours, or develop products which may be superior to ours or which may prove
to be more popular. It is possible that new competitors will emerge and rapidly acquire market share. We cannot ensure that we
will be able to compete successfully against future competitors or that the competitive pressures will not materially and adversely
affect our business, operating results and financial condition.



If we lose any of our key management
personnel or consultants, we may not be able to successfully manage our business or achieve our objectives.



Our future success depends in large part
upon the leadership and performance of our management and consultants. The Company's operations and business strategy are dependent
upon the knowledge and business contacts of our executive officers and our consultants. Although, we hope to retain the services
of our officers and consultants, if any of our officer or consultants should choose to leave us for any reason before we have hired
additional personnel, our operations may suffer. If we should lose their services before we are able to engage and retain qualified
employees and consultants to execute our business plan, we may not be able to continue to develop our business as quickly or efficiently.



In addition, we must be able to attract,
train, motivate and retain highly skilled and experienced technical employees in order to successfully develop our business. Qualified
technical employees often are in great demand and may be unavailable in the time frame required to satisfy our business requirements.
We may not be able to attract and retain sufficient numbers of highly skilled technical employees in the future. The loss of technical
personnel or our inability to hire or retain sufficient technical personnel at competitive rates of compensation could impair our
ability to successfully grow our business. If we lose the services of any of our personnel, we may not be able to replace them
with similarly qualified personnel, which could harm our business.



Developments or assertions by us
or against us relating to intellectual property rights could materially impact our business.



Pursuant to an amendment to the collaboration
agreement, effective January 1, 2014, with Toronto’s Hospital for Sick Children (the “Hospital”), all intellectual
property rights to the cognitive assessment and rehabilitation software jointly developed with the Hospital belong to the Hospital.
Our agreement with Multi-Health Systems Inc. (“MHS”), as amended, provides that all right, title and interest in and
to certain tests and other materials published by MHS relating to the tests are and will remain solely and exclusively vested in
MHS.



We will attempt to protect proprietary
and intellectual property rights to our products through licensing and distribution arrangements although we currently do not have
any patents or applications for our products.



Litigation may also be necessary in the
future to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others or
to defend against claims of invalidity. Such litigation could result in substantial costs and the diversion of resources.



As we create or adopt new software, we
will also face an inherent risk of exposure to the claims of others that we have allegedly violated their intellectual property
rights.



Our products could infringe on the
intellectual property rights of others which may result in costly litigation and, if we do not prevail, could also cause us to
pay substantial damages and prohibit us from selling or licensing our products.



Third parties may assert infringement or
other intellectual property claims against us. We may have to pay substantial damages, including damages for past infringement
if it is ultimately determined that our products or technology infringe a third party’s proprietary rights. Further, we may
be prohibited from selling or providing products before we obtain additional licenses, which, if available at all, may require
us to pay substantial royalties or licensing fees. Even if claims are determined to be without merit, defending a lawsuit takes
significant time, may be expensive and may divert management’s attention from our other business concerns. Any public announcements
related to litigation or interference proceedings initiated or threatened against us could cause our business to be harmed and
our stock price to decline.



9







We have identified material weaknesses
in our internal control over financial reporting, and if we are unable to achieve and maintain effective internal control over
financial reporting or effective disclosure controls, we may be at risk to accurately report financial results or detect fraud,
which could have a material adverse effect on our business.



As directed by Section 404 of the Sarbanes-Oxley
Act of 2002, the SEC adopted rules requiring an annual assessment by management of the effectiveness of a public company’s
internal controls over financial reporting and an attestation report by the company’s independent auditors addressing this
assessment, if applicable. As discussed in Item 15 “Controls and Procedures” based on a review of our internal controls
over financial reporting, management concluded that our internal controls over financial reporting was not effective due to the
existence of a material weakness relating to a lack of sufficient accounting records and underlying supporting detail as of December
31, 2018. A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial
statements will not be prevented or detected on a timely basis by the company’s internal controls. Management has since addressed
this weakness and has implemented the necessary changes to have effective controls over financial reporting. For additional information,
see Item 15 “Controls and Procedures.”





We cannot assure you that we will be able
to remediate our existing material weaknesses in a timely manner, if at all, or that in the future additional material weaknesses
will not exist, reoccur or otherwise be discovered, a risk that is significantly increased in light of the complexity of our business.
If our efforts to remediate these material weaknesses, as described in Item 15 “Controls and Procedures”, are not
successful or if other deficiencies occur, our ability to accurately and timely report our financial position, results of operations,
cash flows or key operating metrics could be impaired, which could result in late filings of our annual or interim reports under
the Exchange Act, restatements of our consolidated financial statements or other corrective disclosures. Our failure to satisfy
the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 on an ongoing, timely basis could result in the loss of investor
confidence in the reliability of its financial statements, which in turn could harm our business and negatively impact the trading
price of the common shares. In addition, future changes in our accounting, financial reporting, and regulatory environment may
create new areas of risk exposure. Failure to modify our existing control environment accordingly may impair our controls over
financial reporting and cause our investors to lose confidence in the reliability of our financial reporting, which may adversely
affect our share price, suspension of trading or delisting of our common shares by Pink Open Market, or, if we regain the eligibility
to have our common shares quoted on the OTCQB Venture Market, the OTCQB Venture Market, or other material adverse effects on our
business, reputation, results of operations, financial condition or liquidity. Furthermore, if we continue to have these existing
material weaknesses, other material weaknesses or significant deficiencies in the future, it could create a perception that our
financial results do not fairly state our financial condition or results of operations. Any of the foregoing could have an adverse
effect on the value of our shares.



The market for our products is immature
and volatile and if it does not develop, or if it develops more slowly than we expect, the growth of our business will be harmed.



The market for software-based systems for
mental health or treatments using medical cannabis is a new and unproven market, and it is uncertain whether it will achieve and
sustain demand and market adoption. Our success will depend to a substantial extent on the willingness of customers and healthcare
professionals to use our systems, as well as on our ability to demonstrate the value of our software and products to customers
and to develop new applications that provide value to customers and users. If customers and users do not perceive the benefits
of our products, then our market may not develop at all, or it may develop more slowly than we expect, either of which could significantly
adversely affect our operating results. In addition, we have limited insight into trends that might develop and affect our business.
We might make errors in predicting and reacting to relevant business, legal and regulatory trends, which could harm our business.
If any of these events occur, it could materially adversely affect our business, financial condition or results of operations.



10







If our security measures are breached and unauthorized access to a customer’s data are obtained, our products may be perceived as insecure, we may incur significant liabilities, our reputation may be harmed and we could lose sales and customers.



Our products involve the storage and transmission
of customers’ proprietary information, as well as protected health information, or PHI, which, in the United States, is regulated
under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, collectively “HIPAA,”
and other state and federal privacy and security laws. Because of the extreme sensitivity of this information, the security features
of our product are very important. If our security measures, some of which will be managed by third parties, are breached or fail,
unauthorized persons may be able to obtain access to sensitive data, including HIPAA-regulated protected health information. A
security breach or failure could result from a variety of circumstances and events, including but not limited to third-party action,
employee negligence or error, malfeasance, computer viruses, attacks by computer hackers, failures during the process of upgrading
or replacing software, databases or components thereof, power outages, hardware failures, telecommunication failures, user errors,
and catastrophic events.



If our security measures were to be breached
or fail, our reputation could be severely damaged, adversely affecting customer or investor confidence, customers may curtail their
use of or stop using our products and our business may suffer. In addition, we could face litigation, damages for contract breach,
penalties and regulatory actions for violations of HIPAA and other state and federal privacy and security regulations, significant
costs for investigation, remediation and disclosure and for measures to prevent future occurrences. In addition, any potential
security breach could result in increased costs associated with liability for stolen assets or information, repairing system damage
that may have been caused by such breaches, incentives offered to customers or other business partners in an effort to maintain
the business relationships after a breach and implementing measures to prevent future occurrences, including organizational changes,
deploying additional personnel and protection technologies, training employees and engaging third-party experts and consultants.
While we maintain insurance covering certain security and privacy damages and claim expenses we may not carry insurance or maintain
coverage sufficient to compensate for all liability and in any event, insurance coverage would not address the reputational damage
that could result from a security incident.



We plan to outsource important aspects
of the storage and transmission of customer information, and thus rely on third parties to manage functions that have material
cyber-security risks. These outsourced functions include services such as software design and product development, software engineering,
database consulting, data-center security, IT, network security, data storage and Web application firewall services. We cannot
assure you that any measures that are taken will adequately protect us from the risks associated with the storage and transmission
of customers’ proprietary information and protected health information.



We may experience cyber-security and other
breach incidents that may remain undetected for an extended period. Because techniques used to obtain unauthorized access or to
sabotage systems change frequently and generally are not recognized until launched against us, we may be unable to anticipate these
techniques or to implement adequate preventive measures. In addition, in the event that our customers authorize or enable third
parties to access their data or the data of their employees on our systems, we cannot ensure the complete integrity or security
of such data in our systems as we would not control access. If an actual or perceived breach of our security occurs, or if we are
unable to effectively resolve such breaches in a timely manner, the market perception of the effectiveness of our security measures
could be harmed, we could be subject to regulatory action or other damages and we could lose sales and customers.



11







If we fail to comply with applicable
health information privacy and security laws and other state and federal privacy and security laws, we may be subject to significant
liabilities, reputational harm and other negative consequences, including decreasing the willingness of current and potential customers
to work with us.



Once our products are deployed in the United
States, we will be subject to data privacy and security regulation by both the federal government and the states in which we conduct
our business. HIPAA established uniform federal standards for certain “covered entities,” which include health care
providers, health plans, and health care clearing houses, governing the conduct of specified electronic health care transactions
and protecting the security and privacy of protected health information, or PHI. The Health Information Technology for Economic
and Clinical Health Act, or HITECH, which was signed into law on February 17, 2009, makes certain of HIPAA’s privacy and
security standards directly applicable to “business associates,” which are individuals or entities that create, receive,
maintain, or transmit PHI in connection with providing a service for or on behalf of a covered entity. HITECH also increased the
civil and criminal penalties that may be imposed against covered entities, business associates and other persons, and gave state
attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce HIPAA’s requirements
and seek attorney’s fees and costs associated with pursuing federal civil actions.



In addition, states have enacted privacy
and security laws and regulations that regulate the use and disclosure of certain data, with some state laws covering medical and
healthcare information. These laws vary by state and could impose additional requirements and penalties on us. For example, some
states impose restrictions on the use and disclosure of health information pertaining to mental health or substance abuse. Further,
state laws and regulations may require us to notify affected individuals in the event of a data breach involving individually identifiable
information, which may be broader than the type of information covered by HIPAA. In addition, the Federal Trade Commission may
use its consumer protection authority to initiate enforcement actions in data privacy and security matters.



If we are unable to protect the privacy
and security of our customers’ data, we could be found to have breached our contracts with our customers, we could face civil
and criminal penalties under federal and state laws, we could be subject to litigation and we could suffer reputational harm or
other damages. We may not be able to adequately address the business, technical and operational risks created by HIPAA and other
privacy and security regulations. Furthermore, we are unable to predict what changes to HIPAA or other laws or regulations might
be made in the future or how those changes could affect our business or the costs of compliance.



Our proprietary software may not
operate properly, which could damage our reputation, give rise to claims against us or divert application of our resources from
other purposes, any of which could harm our business and operating results.



Proprietary software development is time-consuming,
expensive and complex, and may involve unforeseen difficulties. We may encounter technical obstacles, and it is possible that we
discover additional problems that prevent our proprietary applications from operating properly. We are currently implementing software
with respect to a number of new applications and services. If our software does not function reliably or fails to achieve client
expectations in terms of performance, clients could assert liability claims against us or attempt to cancel their contracts with
us. This could damage our reputation and impair our ability to attract or maintain clients.



Moreover, data services are complex as
those we offer have in the past contained, and may in the future develop or contain, undetected defects or errors. Material performance
problems, defects or errors in our existing or new software and applications and services may arise in the future and may result
from interface of our offering with systems and data that we did not develop and the function of which is outside of our control
or undetected in our testing. These defects and errors and any failure by us to identify and address them could result in loss
of revenue or market share, diversion of development resources, injury to our reputation and increased service and maintenance
costs. The costs incurred in correcting any defects or errors may be substantial and could adversely affect our operating results.



12







We depend on data centers operated
by third parties for our products, and any disruption in the operation of these facilities could adversely affect our business.



We provide our products through a third-party
data center. While we control and have access to our servers and all of the components of our network that are located in our external
data centers, we do not control the operation of these facilities. The owners of our data centers have no obligation to renew agreements
with us on commercially reasonable terms, or at all. If we are unable to renew any such agreements we may enter into on commercially
reasonable terms, or if our data center operator is acquired, we may be required to transfer our servers and other infrastructure
to new data center facilities, and we may incur significant costs and possible service interruption in connection with doing so.



Problems faced by our third-party data
center locations could adversely affect the experience of our customers. The operators of the data centers could decide to close
their facilities without adequate notice. In addition, any financial difficulties, such as bankruptcy, faced by the operators of
the data centers or any of the service providers with whom we or they contract may have negative effects on our business, the nature
and extent of which are difficult to predict. Additionally, if our data centers are unable to keep up with our growing needs for
capacity, this could have an adverse effect on our business. For example, a rapid expansion of our business could affect the service
levels at our data centers or cause such data centers and systems to fail. Any changes in third-party service levels at our data
centers or any disruptions or other performance problems with our products could adversely affect our reputation or result in lengthy
interruptions in our services. Interruptions in our services might reduce our revenue, cause us to issue refunds to customers for
prepaid and unused subscriptions, subject us to potential liability or adversely affect our renewal rates.



If currency exchange rates fluctuate
substantially in the future, the results of our operations, which are reported in U.S. dollars, could be adversely affected.



As our head office and operations are primarily
based in Canada, we become more exposed to the effects of fluctuations in currency exchange rates. We incur expenses for employee
compensation and other operating expenses in Canadian dollars. Fluctuations in the exchange rates between the U.S. dollar and the
Canadian dollar could result in the dollar equivalent of such expenses being higher. This could have a negative impact on our reported
results of operations. Although we may in the future decide to undertake foreign exchange hedging transactions to cover a portion
of our foreign currency exchange exposure, we currently do not hedge our exposure to foreign currency exchange risks.



Our future U.S. operations and relationships
with healthcare providers, investors, consultants, third-party payors, patients, and other customers may be subject to applicable
anti-kickback, fraud and abuse and other healthcare laws and regulations, which in the event of a violation could expose us to
criminal sanctions, civil penalties, contractual damages, reputational harm and diminished profits and future earnings.



Our future U.S. operations and arrangements
with healthcare providers, physicians and third-party payors may expose us to broadly applicable fraud and abuse and other federal
and state healthcare laws and regulations. These laws may constrain the business and/or financial arrangements and relationships
through which we market, sell and distribute our products. Potentially applicable U.S. laws include:



| | · | the federal Anti-Kickback Statute, which prohibits the offer, payment, solicitation or receipt
of any form of remuneration in return for referring, ordering, leasing, purchasing or arranging for, or recommending the ordering,
purchasing or leasing of, items or services payable by Medicare, Medicaid or any other federal healthcare program;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | federal false claims laws and civil monetary penalty laws, including the False Claims Act, which
prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment
from Medicare, Medicaid or other government healthcare programs that are false or fraudulent, or making a false statement to avoid,
decrease or conceal an obligation to pay money to the federal government;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | HIPAA, which imposes federal criminal and civil liability for executing, or attempting to execute,
a scheme to defraud any healthcare benefit program and making false statements relating to healthcare matters;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



13







| | · | HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, and
its implementing regulations, also imposes certain requirements relating to the privacy, security and transmission of individually
identifiable health information; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | analogous state laws and regulations, such as state anti-kickback and false claims laws, which
may be broader in scope and apply to referrals and items or services reimbursed by any third-party payers, including commercial
insurers, many of which differ from each other in significant ways and often are not preempted by federal law, thus complicating
compliance efforts.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Because of the breadth of these laws and
the narrowness of the statutory exceptions and regulatory safe harbors available under such laws, it is possible that some of our
business activities could be subject to challenge under one or more of such laws. The scope and enforcement of each of these laws
is uncertain and subject to rapid change in the current environment of healthcare reform. Our risk of being found in violation
of these laws is increased by the fact that some of these laws are open to a variety of interpretations. If our past or present
operations, practices, or activities are found to be in violation of any of the laws described above or any other governmental
regulations that apply to us, we may be subject to penalties, including civil and criminal penalties, exclusion from participation
in government healthcare programs, such as Medicare and Medicaid, imprisonment, damages, fines, disgorgement, contractual damages,
reputational harm, diminished profits and future earnings, and the curtailment or restructuring of our operations, any of which
could adversely affect our ability to operate our business and our results of operations. Further, defending against any such actions
can be costly, time-consuming and may require significant resources. Therefore, even if we are successful in defending against
any such actions that may be brought against us, our customers may be unwilling to use our products and our business may be impaired.



We may not be in compliance with
rules and regulations of the U.S. Food and Drug Administration (the “FDA”) should they become applicable to any products
we develop in the future.



We have no current plans to market, advertise
or sell computerized cognitive assessment aids in the United States. Types of computerized cognitive assessment aids for the measurement
and assessment of behavioral and cognitive abilities such as brain games are games purporting to increase intelligence or cognitive
function are currently regulated by the FDA as Class II medical devices. Such brain games may be subject to clinical processes
to determine their accuracy or validity. Terminology such as “neuroplasticity”, “attention” and “working
memory” have become ubiquitous as the “brain game” market has grown. Current clinical practice refers to the
use of cognitive software for the measurement of deficits as an “assessment”, and the use of software tools as rehabilitation
methods as “remediation”. Should we decide in the future to market, advertise, or sell products that may be considered
by the FDA as computerized cognitive assessment aids, we may be required to undergo costly and time consuming clinical trials to
prove the accuracy and validity of our computerized cognitive assessment aids, should we have any such products to market, sell
or advertise in the future.



The results of any future clinical
trials that we may need to perform in the future may not support our medical device candidate requirements or intended use claims
or may result in the discovery of unanticipated inconsistent data.



We have no current plans to market, advertise
or sell computerized cognitive assessment aids in the United States. The clinical trial process may fail to demonstrate that our
computerized cognitive assessment aids that we may develop in the future, are safe, effective, and consistent for the desired or
proposed indicated uses, which could cause us to abandon a product and may delay development of others. Any requirement to perform
unanticipated clinical trials or delay or termination of any such unanticipated future clinical trials may delay or inhibit our
ability to commercialize any computerized cognitive assessment aids that we may develop in the future; and affect our ability to
generate revenues.



14







A security breach or disruption
or failure in a computer or communications systems could adversely affect us.



Our operations
depend on the continued and secure functioning of our computer and communications systems and the protection of electronic information
(including sensitive personal information as well as proprietary or confidential information) stored in computer databases maintained
by us or by third parties. Such systems and databases are subject to breach, damage, disruption or failure from, among other
things, cyber-attacks and other unauthorized intrusions, power losses, telecommunications failures, fires and other natural disasters,
armed conflicts or terrorist attacks. We may be subject to threats to our computer and communications systems and databases
of unauthorized access, computer hackers, computer viruses, malicious code, cyber-crime, cyber-attacks and other security problems
and system disruptions. Unauthorized persons may attempt to hack into our systems to obtain personal data relating to clinical
trial participants or employees or our confidential or proprietary information or of third parties or information relating to our
business and financial data.  If, despite our efforts to secure our systems and databases, events of this nature occur, we
could expose clinical trial participants or employees to financial or medical identity theft, lose clinical trial participants
or employees or have difficulty attracting new clinical trial participants or employees, be exposed to the loss or misuse of confidential
information or business and financial data, have disputes with clinical trial participants or employees, suffer regulatory sanctions
or penalties under applicable laws, incur expenses as a result of a data privacy breach, or suffer other adverse consequences including
legal action and damage to our reputation.



RISKS ASSOCIATED WITH OUR COMMON SHARES
AND COMPANY



We expect that our stock price will
fluctuate significantly.



The trading price of our common shares
may be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control.
In addition to the factors discussed in this “Risk Factors” section and elsewhere in this report, these factors include:



| | ● | announcement of new products by our competitors;
| | - | ------------------------------------------------



| | ● | release of new products by our competitors;
| | - | -------------------------------------------



| | ● | adverse regulatory decisions;
| | - | -----------------------------



| | ● | developments in our industry or target markets; and
| | - | ---------------------------------------------------



| | ● | general market conditions including factors unrelated to our operating performance.
| | - | -----------------------------------------------------------------------------------



Recently, the stock market in general has
experienced extreme price and volume fluctuations. Continued market fluctuations could result in extreme market volatility in the
price of our common shares which could cause a decline in the value of our shares.



Market prices for securities of software
development companies generally are volatile and the share price for our common shares has been historically volatile. This increases
the risk of securities litigation. Factors such as announcements of technological innovations, new commercial products, patents,
the development of proprietary rights, results of clinical trials, regulatory actions, publications, financial results, our financial
position, future sales of shares by us or our current shareholders and other factors could have a significant effect on the market
price and volatility of the common shares.



If our business is unsuccessful,
our shareholders may lose their entire investment.



Although shareholders will not be bound
by or be personally liable for our expenses, liabilities or obligations beyond their total original capital contributions, should
we suffer a deficiency in funds with which to meet our obligations, the shareholders as a whole may lose their entire investment
in our Company.





Trading of our common shares on the Pink
Open Market is limited and sporadic, making it difficult or impossible for our shareholders to sell their shares or liquidate their
investments.







There is a very limited market for
our common shares. On April 30, 2019, our common shares were removed from the OTCQB Venture Market to the Pink Open Market.
Prior to the listing of our common shares for trading on the OTCQB Venture Market in November 2016, there was no public
market for our common shares. The Pink Open Market is a significantly more limited market than the OTCQB Venture Market and
established exchanges such as the New York Stock Exchange or NASDAQ. There is no assurance that a sufficient market will
develop in our shares, and the lack of an active market will impair your ability to sell your common shares at the time you
wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair value of
our common shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling
shares and may impair our ability to acquire other companies or technologies by using our shares as consideration. Even after
trading volume increases, trading through the Pink Open Market or the OTCQB Venture Market, if our shares regain eligibility
to be quoted on the OTCQB Venture Market, is frequently thin and highly volatile.



15









We may not regain or maintain the eligibility to have our
common shares quoted on the OTCQB Venture Market, which may have an unfavorable impact on our stock price and liquidity.



On April 30, 2019, our common shares were removed from
the OTCQB Venture Market to the Pink Open Market because we were unable to cure our bid price deficiency. The OTCQB Venture Market
requires a minimum bid price of $0.01. Broker-dealers often decline to trade in over-the-counter stocks that are quoted on the
OTC Pink tier given the market for such securities are often limited, the stocks are more volatile, and the risk to investors
is greater. The OTC Pink marketplace also does not provide as much liquidity as the OTCQB Venture Market. Many broker-dealers
will not trade or recommend OTC Pink stocks for their clients. Because the OTCQB generally increases transparency
by maintaining higher reporting standards and requirements and imposing management certification and compliance requirements,
broker-dealers are more likely to trade stocks on the OTCQB marketplace than on the OTC Pink marketplace. If we do not regain
our eligibility to be quoted on the OTCQB Venture Market or maintain such eligibility once we regain the eligibility, these factors
may reduce the potential market for our common shares by reducing the number of potential investors. This may make it more difficult
for investors in our common shares to sell shares to third parties or to otherwise dispose of their shares and could cause our
stock price to decline.

We expect the share
consolidation, expected to be effective as of May 27, 2019, to cure the bid price deficiency; however, the expected increase in
the price of our common shares from the share consolidation may not be maintained, and there can be no assurance that the market
price of our common shares following the share consolidation will remain above the minimum bid price requirement to restore or
maintain eligibility for quotation of our common shares on OTCQB Venture Market. It is not uncommon for the market price of a
company’s stock to decline in the period following a share consolidation. If the market price of our common shares declines
following the expected share consolidation, the percentage decline may be greater than would occur in the absence of a share consolidation.
In any event, other factors unrelated to the number of our common shares outstanding, such as negative financial or operational
results, could adversely affect the bid price of our common shares to fall below the minimum bid price requirement to be quoted
on OTCQB Venture Market.

The share consolidation
may decrease the liquidity of our common shares.

At the special meeting of our shareholders held on May 6, 2019, our shareholders approved a resolution
authorizing the amendment of our articles to consolidate our issued and outstanding common shares in up to three consecutive share
consolidations to occur at any time as determined by our board of directors, within one calendar year of the date of the special
meeting, provided that the first consolidation, the second consolidation, and the third consolidation shall collectively effect
a consolidation on a basis of between (i) two pre-consolidation shares to one post-consolidation share, and (ii) 200 pre-consolidation
shares to one post-consolidation share. On May 13, 2019, we determined a share consolidation ratio  of 100 pre-consolidation
shares to one post-consolidation share, expected to be effective as of May 27, 2019. The liquidity of our common shares may be
affected adversely by the share consolidation given the reduced number of shares that are outstanding following the share consolidation.
In addition, the share consolidation will increase the number of shareholders who own odd lots (less than 100 shares) of our common
shares, creating the potential for such shareholders to experience an increase in the cost of selling their shares and greater
difficulty effecting such sales.



Our common shares are subject to
the “penny stock” rules of the SEC and we have no established market for our securities, which makes transactions in
our stock cumbersome and may reduce the value of an investment in our stock.



The SEC has adopted Rule 15g-9 which establishes
the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price
of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction
involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions
in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth
the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in
penny stocks, the broker or dealer must: (i) obtain financial information and investment experience objectives of the person; and
(ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient
knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.



The broker or dealer must also deliver,
prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which,
in highlight form: (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to the transaction.



Generally, brokers may be less willing
to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors
to dispose of our common shares and cause a decline in the market value of our stock.



Disclosure also has to be made about the
risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both
the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available
to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price
information for the penny stock held in the account and information on the limited market in penny stocks.



We are a “foreign private issuer”,
and you may not have access to the information you could obtain about us if we were not a “foreign private issuer”.



We are considered a “foreign private
issuer” under the Securities Act of 1933, as amended. As a foreign private issuer we will not have to file quarterly reports
with the SEC nor will our directors, officers and 10% stockholders be subject to Section 16(b) of the Exchange Act. Such exemption
may result in shareholders having less data and there being fewer restrictions on insiders’ activities in our securities.
As a foreign private issuer we will not be subject to the proxy rules of Section 14 of the Exchange Act. Furthermore, Regulation
FD does not apply to non-U.S. companies and will not apply to us. Accordingly, you may not be able to obtain information about
us as you could obtain if we were not a “foreign private issuer”.



16







Because the majority of our assets
and of our officers and directors are located outside the United States, it may be difficult for an investor to enforce within
the United States any judgments obtained against us or any of our officers and directors.



All of our assets are presently located
outside of the United States and we do not currently maintain a permanent place of business within the United States. In addition,
some of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial
portion of such persons’ assets are located outside the United States. As a result, it may be difficult for an investor to
effect service of process or enforce within the United States any judgments obtained against us or our officers or directors, including
judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition,
there is uncertainty as to whether the courts of Canada would recognize or enforce judgments of United States courts obtained against
us or our directors and officers predicated upon the civil liability provisions of the securities laws of the United States or
any state thereof. There is even uncertainty as to whether the Canadian courts would have jurisdiction to hear original actions
brought in Canada against us or our directors and officers predicated upon the securities laws of the United States or any state
thereof.



Because we do not intend to pay any
cash dividends on our common shares, our shareholders will not be able to receive a return on their shares unless they sell them.



We intend to retain any future earnings
to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common shares in
the foreseeable future. Unless we pay dividends, our shareholders will not be able to receive a return on their shares unless they
sell them at a price higher than that which they initially paid for such shares.



Because we are not subject to compliance
with rules requiring the adoption of certain corporate governance measures, our shareholders have limited protections against interested
director transactions, conflicts of interest and similar matters.



The Sarbanes-Oxley Act of 2002, as well
as rule changes proposed and enacted by the SEC, the New York Stock Exchange, the NYSE MKT and NASDAQ, as a result of Sarbanes-Oxley
Act of 2002, require the implementation of various measures relating to corporate governance. These measures are designed to enhance
the integrity of corporate management and the securities markets and apply to securities which are listed on those exchanges. Because
we will not be seeking to be listed on any of the exchanges, we will not be presently required to comply with many of the corporate
governance provisions.



The concentration of the capital
stock ownership with our insiders enable their exercise of significant control over our corporate governance and affairs which
may result in their taking actions with which other shareholders do not agree and may limit the ability of other shareholders to
influence corporate matters.



As of April 15, 2018, approximately 45.5%
of our outstanding common shares was controlled by our officers, directors, beneficial owners of 10% or more of our securities
and their respective affiliates. These shareholders, if they act together, may be able to exercise significant influence over the
outcome of all corporate actions requiring approval of our shareholders, including the election of directors and approval of significant
corporate transactions, which may result in corporate action with which other shareholders do not agree. This concentration of
ownership may also have the effect of delaying or preventing a change in control which might be in other shareholders’ best
interest but which might negatively affect the market price of our common shares.





17







Our authorized capital consists of
an unlimited number of shares of one class designated as common shares. We may, in the future, issue additional common shares,
which would reduce investors’ percent of ownership and may dilute our share value.



Our Articles of Incorporation authorizes
the issuance of an unlimited number of our common shares, no par value, of which 2,541,383,906 shares are currently issued and
outstanding. The future issuance of common shares may result in substantial dilution in the percentage of our common shares held
by our then existing shareholders. We may value any common shares issued in the future on an arbitrary basis. The issuance of common
shares for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held
by our investors, and may have an adverse effect on any trading market of our common shares.



Offers or availability for sale of
a substantial number of our common shares may cause the price of our common shares to decline.



If our shareholders sell substantial amounts
of our common shares in the public market, including shares issued in the public offering and shares issued upon conversion of
outstanding convertible notes or exercise of outstanding warrants, or upon the expiration of any statutory holding period, under
Rule 144, or upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an “overhang”
and in anticipation of which the market price of our common shares could fall. The existence of an overhang, whether or not sales
have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity
or equity-related securities in the future at a time and price that we deem reasonable or appropriate.



We qualify as an “emerging
growth company” under the Jumpstart Our Business Startups Act, or JOBS Act. As a result, we are permitted to, and intend
to, rely on exemptions from certain disclosure requirements.



For so long as we are an emerging growth
company, we will not be required to:



●          have
an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002;



●          comply
with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation
or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e.,
an auditor discussion and analysis);



●          submit
certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;”
and



●          disclose
certain executive compensation related items such as the correlation between executive compensation and performance and comparisons
of the chief executive officer’s compensation to median employee compensation.



We will remain an “emerging growth
company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual
gross revenues exceed $1.07 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2
under the Securities Exchange Act of 1934, as amended, which would occur if the market value of our ordinary shares that is held
by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii)
the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.



Until such time, however, we cannot predict
if investors will find our common shares less attractive because we may rely on these exemptions. If some investors find our common
shares less attractive as a result, there may be a less active trading market for our common shares and our share price may be
more volatile.



In addition, when these exemptions cease
to apply, we expect to incur additional expenses and devote increased management effort toward ensuring compliance with them. We
cannot predict or estimate the amount of additional costs we may incur as a result of us ceasing to be an emerging growth company
or the timing of such costs. In addition, once we no longer qualify as an emerging growth company under the JOBS Act and lose the
ability to rely on the exemptions related thereto, depending on our status as per Rule 12b-2 of the Securities Exchange Act of
1934, as amended, our independent registered public accounting firm may also need to attest to the effectiveness of our internal
control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002. We will be performing the system and process
evaluation and testing (and any necessary remediation) required to comply with the management certification and eventual auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 when we are no longer an emerging growth company. This
process will require the investment of substantial time and resources, including by our senior management. As a result, this process
may divert internal resources and take a significant amount of time and effort to complete.



18







Since we have elected under Section
107 of the JOBS Act to use the extended transition period with respect to complying with new or revised accounting standards, our
financial statements may not be comparable to companies that comply with public company effective dates making it more difficult
for an investor to compare our results with other public companies.



Section 107 of the JOBS Act provides that
an emerging growth company can take advantage of the extended transition period provided in Section 102(b)(2)(B) of the Act for
complying with new or revised accounting standards. In other words, as an emerging growth company we can delay the adoption of
certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage
of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies
that comply with such new or revised accounting standards.



We may be classified as a Passive
Foreign Investment Company, or PFIC, for U.S. federal income tax purposes in 2019 and may continue to be, or become, a PFIC in
future years, which may have negative tax consequences for U.S. investors.



We will be treated as a PFIC for U.S. federal
income tax purposes in any taxable year in which either (i) at least 75% of our gross income is “passive income” or
(ii) on average at least 50% of our assets by value produce passive income or are held for the production of passive income. Based
on our estimated gross income, the average value of our gross assets, and the nature of our business, we may be classified as a
PFIC in the current taxable year and may be treated, or may become, a PFIC in future years. If we are treated as a PFIC for any
taxable year during which a U.S. investor held our common shares, certain adverse U.S. federal income tax consequences could apply
to the U.S. investor. See “Item 10. Additional Information – E. Taxation– Passive Foreign Investment Company
Rules.”



ITEM 4.  INFORMATION ON THE COMPANY



| | A. | History and Development of the Company
| | -- | --------------------------------------



We were incorporated under the laws of
the Province of Ontario (specifically under the Business Corporations Act (Ontario)) on October 31, 2011, in the Province of Ontario,
Canada, and did business as Behavioural Neurological Applications and Solutions. Effective November 4, 2015, we changed our name
to Ehave, Inc.



Our principal office is located at 203-277
Lakeshore Road East, Oakville, Ontario, Canada L6J 6J3 and our telephone number is (905) 362-1499.



The SEC maintains an Internet site that contains reports and
other information regarding us that we file electronically with the SEC website at www.sec.gov. We also make available free of
charge on our website at www.ehave.com, as soon as reasonably practicable after such reports are available on the SEC website.



We are not aware of any indication of any
public takeover offers by third parties in respect of our common shares during our last and current financial years.



Proposed Sale of Ehave Connect Assets



On March 22, 2019, we entered into an Asset Purchase Agreement with ZYUS, pursuant to which we will sell
to ZYUS all of our property and assets, including intellectual property, relating to our business relating to our technology stack,
data models, user interface flows, application programming interfaces and all existing builds to the health informatics Ehave Connect
platform, which includes but is not limited to the input, tracking and extraction of clinical data, but excluding intellectual
property in certain patient outcome reporting applications, clinical games, clinical patient data, facts related to patient assessments
and personal property (the “Asset Sale”). The Ehave Connect platform contains components specifically designed to be
used by medical cannabis patients to efficiently gather and verify patient-reported outcomes and experiences, evaluate treatment
progress, enhance patient engagement and improve data modeling.



19







In connection with the Agreement, ZYUS will (i) pay us a total purchase price of CAD $1.2 million in cash,
CAD $260,000 of which was provided to us upon execution of a non-binding term sheet and CAD $100,000 of which was provided to us
on April 30, 2019, pursuant to an advance, and (ii) issue to us at closing 361,011 common shares of ZYUS, priced at CAD$5.54 per
share (the “Consideration Shares”).





The Agreement also contains representations, warranties and covenants
of the parties customary for transactions similar to those contemplated by the Agreement. Pursuant to the Agreement, ZYUS, among
other things, agreed not to redeem, purchase or otherwise acquire any of its outstanding shares or other securities, subject to
certain exceptions, from the date of the Agreement and until the closing date of the Asset Sale, and we agreed to enter into a
six month lock-up agreement restricting the resale of the Consideration Shares if ZYUS completes an initial public offering or
going public transaction. Such representations and warranties are made solely for purposes of the Agreement and, in some cases,
may be subject to qualifications and limitations agreed to by the parties in connection with the negotiated terms of the Agreement
and may have been qualified by disclosures that were made in connection with the parties’ entry into the Agreement.



The closing of the Asset Sale is subject to waiver or satisfaction
of closing conditions set forth in the Agreement, which includes, among other things, termination of certain collaboration and
services agreements between us and certain partners and approval by at least two-thirds (2/3) of our shareholders present in person
or represented by proxy at a shareholder meeting, which was obtained at a special meeting held on May 6, 2019.



The Agreement also contains indemnification provisions by each
party. We will deliver a security agreement granting ZYUS a security interest in the Consideration Shares in support of any indemnity
claims by ZYUS pursuant to the Agreement until the second anniversary of the closing date.



In addition, we agreed to enter into a non-competition agreement with ZYUS, pursuant to which we will
agree not to, for a period of four years from the date of the non-competition agreement, within Canada and the United States, conduct
business or have any financial or other interest in any business that is the same as or substantially similar to or is competitive
with the business of a healthcare software development company for stakeholders in health sectors related to plant-based therapeutics.
The non-competition agreement also includes a confidentiality provision that prohibits us from using the confidential information
relating to the assets acquired in the Asset Sale for its own benefit or for the benefit of others.



The foregoing descriptions of the Agreement, the security agreement
and the non-competition agreement are qualified in their entirety by reference to the full text of the Agreement, a form of the
security agreement and a form of the non-competition agreement, a copy of which is attached to this Annual Report on Form 20-F
as Exhibits 4.60, 4.61 and 4.62.



On October 30, 2018, we entered in an agreement (the “CHT Agreement”) with Companion Healthcare
Technologies Inc. (“CHT”), for the use of Ehave Connect whereby CHT would acquire the exclusive rights to Ehave Connect
for use in companion animals. On April 18, 2019, we and CHT agreed that upon closing of the Asset Sale, the CHT Agreement shall
be terminated, and we, as consideration, within ten business days following the date of the closing of the Asset Sale, shall pay
CHT, in cash, up to CAD$242,000, which includes up to $37,000 for legal fees that CHT incurred in connection with the CHT Agreement,
provided that the agreement to terminate the CHT Agreement and our obligation to pay CHT shall no longer be effective if the closing
of the Asset Sale does not occur on or prior to June 30, 2019.



Share Consolidation



At the special meeting of our shareholders held on May 6, 2019, our shareholders approved a resolution
authorizing the amendment of our articles to consolidate our issued and outstanding common shares in up to three consecutive share
consolidations to occur at any time as determined by our board of directors, within one calendar year of the date of the special
meeting, provided that the first consolidation, the second consolidation, and the third consolidation shall collectively effect
a consolidation on a basis of between (i) two pre-consolidation shares to one post-consolidation share, and (ii) 200 pre-consolidation
shares to one post-consolidation share. On May 13, 2019,
we determined a share consolidation ratio  of 100 pre-consolidation shares to one post-consolidation share, expected to be effective
as of May 27, 2019.





Removal of our Common shares from the OTCQB
Venture Market to Pink Open Market



On April 30, 2019, our common shares were removed
from the OTCQB Venture Market to the Pink Open Market because we were unable to cure our bid price deficiency. The OTCQB Venture
Market requires a minimum bid price of $0.01. Broker-dealers often decline to trade in over-the-counter stocks that are quoted
on the OTC Pink tier given the market for such securities are often limited, the stocks are more volatile, and the risk to investors
is greater. We expect the share consolidation, expected to be effective as of May 27, 2019, to cure the bid price deficiency; however,
the expected increase in the price of our common shares from the share consolidation may not be maintained, and there can be no
assurance that the market price of our common shares following the share consolidation will remain above the minimum bid price
requirement to restore or maintain eligibility for quotation of our common shares on OTCQB Venture Market.



Financings



From inception and prior to our public
offering closed in June 2016, we had been funded by a combination of investment capital and grant financing totaling approximately
$1,100,000, comprised of approximately $630,000 of grant financing and $470,000 of equity financing.



20







On May 14, 2015, we effectuated a 100,000:1
forward stock split of our common shares.



On July 7, 2015, we closed a private placement
of convertible notes with a principal value of $325,000 and commenced the legal and financial processes of becoming an SEC registrant
and commencing a public offering.



On September 24, 2015, we filed our registration
statement on Form F-1, which was declared effective on April 4, 2016, for a public offering of up to 11,002,445 common shares and
warrants to purchase 11,002,445 common shares. The registration statement also included a prospectus for resale of up to 11,393,642
common shares issuable upon the conversion of certain convertible notes and 11,393,642 common shares issuable upon the exercise
of certain warrants offered by the selling shareholders named in the prospectus.



On June 14, 2016, we had a closing of the
offering of an aggregate of 6,503,667 common shares and warrants to purchase an aggregate of 6,503,667 common shares, for gross
proceeds of $266,000. Subsequent to the initial closing, on June 24, 2016, we had a second closing of the offering of an aggregate
of 1,589,242 common shares and warrants to purchase 1,589,242 common shares, for gross proceeds of $65,000. We received total gross
proceeds of $331,000 from the offering.





On November 14, 2016, we received notice from
the Financial Industry Regulatory Authority (“FINRA”) that pursuant to FINRA Rule 6432 and Rule 15c2-11 that our company
may initiate a priced quotation on the OTC Bulletin Board under the trading symbol EHVVF. On November 21, 2016, our common shares
were listed for trading on the OTCQB Venture Market. On April 30, 2019, our common shares were moved to the Pink Open Market because
we were unable able to cure our bid price deficiency.



On November 14, 2016, we entered into a
definitive securities purchase agreement to sell up to $1,500,026 of convertible promissory notes and warrants in multiple closings
in a private placement. We have used the net proceeds from the private placement to further the development of Ehave Connect, for
MegaTeam clinical trials, for general marketing and investor relations’ purposes, and for working capital. As of December
31, 2016, we received $259,357 of $309,357 of the firmly committed amount and waived $50,000 of the firmly committed amount for
future reassignment as permitted under the agreement. Certain lenders notified us that it will not elect to fund an aggregate of
$683,130 of additional loans and have permitted its reassignment, of which $489,368 has been reassigned. In the year ended December
31, 2017, we issued additional convertible promissory notes in an aggregate principal amount of $609,826 pursuant to the note and
warrant purchase agreement. As of December 31, 2017, we had received total proceeds of $869,183 pursuant to the note and warrant
purchase agreement. On September 24, 2018 we entered into a letter agreement to convert all outstanding convertible promissory
notes with aggregate principal amount of $869,183 into common shares of the company upon the closing of a bridge financing of up
to $500,000. On February 27, 2019, we closed the bridge loan and all such outstanding convertible promissory notes were converted
into 372,228,244 common shares of the Company, and all outstanding warrants were canceled



On October 11, 2017, we entered into Investor
Letters, pursuant to which certain persons agreed to purchase securities of the Company on similar terms as certain offerings of
the Company that are consummated prior to December 31, 2017, or, if such an offering is not consummated, the purchase amount will
be converted into a secured promissory note that matures on January 31, 2018 (which, at the investor’s option, may be converted
into common shares of the Company). We received aggregate proceeds of $100,000. No such offerings were consummated prior to December
31, 2017, and such notes were converted into Unsecured Debentures on January 31, 2018 (see below).



On November 15, 2017, we issued demand
non-interest bearing senior secured promissory notes in the aggregate principal amount of $196,237. Lenders of the promissory notes
were issued 2,133,333 common share warrants at an exercise price of $0.075 per share with an expiry date of November 16, 2022.
On January 31, 2018 $148,745 of the promissory notes were repaid and $47,932 of the promissory notes were exchanged for Unsecured
Debentures. On February 27, 2019, we entered into an agreement to cancel the warrants issued to the lenders in exchange for 31,109,865
common shares of the Company.



21







On January 31, 2018, the Company entered
into a secured convertible debenture agreement (the “Secured Debentures”) for total proceeds of $1,218,620 (CDN$1,500,000),
issued in two installments. The Secured Debentures are secured against certain of our assets. Under the terms of the Secured Debentures,
the principal amount and accrued interest is convertible into common shares of the Company at a conversion price equal to 75% the
issue price of common shares under a qualified offering. The conversion of the Secured Debentures is at the option of the holder.
At the time of conversion, the holder will also receive an equal amount of common share purchase warrants with an exercise price
equal to the issue price. The Secured Debentures are due on July 31, 2018 and bear interest at 10% per annum. The initial installment
of the Secured Debentures was issued on January 31, 2018 for proceeds of $609,310 (CDN$750,000). On March 19, 2018, the final instalment
of $573,307 (CDN$750,000) was received. The Secured Debentures are secured against the general assets and intellectual property
of the Company. On February 27, 2019, we entered into an agreement to convert the note into 1,268,274,936 common shares of the
Company.



On January 31, 2018, promissory notes with
an aggregate principal amount of $311,967 (CDN$384,000) outstanding at December 31, 2017 were exchanged for unsecured convertible
debentures (the “Unsecured Debentures”). From January 1, 2018 to January 31, 2018, the Company issued an additional
$20,098 (CDN$25,000) Unsecured Debentures for total proceeds of $332,065 (CDN$409,000). On March 19, 2018, an installment of the
Unsecured Debentures in the amount of $382,263 (CDN$500,000) was received. Under the terms of the Unsecured Debentures, the principal
amount and accrued interest is convertible into common shares of the Company at a conversion price equal to 75% the issue price
of common shares under a qualified offering. The conversion of the Unsecured Debentures is at the option of the holder. At the
time of conversion, the holder will also receive 120% of the amount of the common shares issued of common share purchase warrants
with an exercise price equal to the issue price. The Unsecured Debentures are due on July 31, 2018 and bear interest at 10% per
annum. On February 27, 2019, we entered into an agreement to convert the note into 276,809,884 common shares of the Company.



On September 27, 2018, we issued demand
non-interest bearing senior secured promissory notes in the aggregate principal amount of $85,756 (CDN$111,110), including $11,110
of original issue discount. On February 27, 2019, promissory notes with an aggregate principal amount of $85,756 (CDN$111,110)
were exchanged for unsecured debentures for a bridge loan. On February 28, 2019, we entered into an agreement to convert the note
into 54,203,662 common shares of the Company.



On October 31, 2018, we issued demand senior
secured promissory notes in the aggregate principal amount of $57,000.



On December 5, 2018, we entered into a
securities purchase agreement for $141,000 of promissory notes, including $13,000 of original issue discount. Under the terms of
the agreement, the principal amount and accrued interest is convertible into common shares of the Company at a conversion price
equal to 73% of the market price. The conversion of the debentures is at the option of the holder between 180 days following the
issue of the debentures and the maturity date. The debentures are due on December 5, 2019 and bear interest at 8% per annum.



On January 21, 2019, we issued a senior
secured promissory note in the aggregate principal amount of $263,192 (CDN$350,000). The secured promissory note is secured against
certain of our assets, including all development tax credits that the Company has applied for and receives. The loan is due on
May 21, 2020 and bears and interest rate at 20.07% per annum.



On January 28, 2019, we issued demand non-interest bearing senior
secured promissory notes in the aggregate principal amount of $85,756 (CDN$125,000), including $18,841(CDN$25,000) of original
issue discount.



On February 27, 2019, we entered into an
agreement to exchange $150,000 in fees owed to Scott Woodrow, a former Director of the Company resigned in February 2019, for 47,564,189
common shares of the Company.



22







On February 27, 2019, we entered into an
agreement to exchange $100,000 in fees owed to KW Capital Partners Ltd. for 31,709,460 common shares of the Company.



On February 27, 2019, we entered into an
agreement to exchange $150,000 in fees and issue common shares previously owed to Bezalel Partners LLC for 47,564,189 common shares
of the Company.



On February 27, 2019, we entered into agreements
to cancel options, cancel option anti-dilution clauses, and cancel employee severance liabilities in exchange for 304,437,002 common
shares of the company



On February 27, 2019, we entered into an
agreement to cancel 2,250,000 compensation warrants that had anti-rachet and anti-dilution provisions for 32,811,191 common shares
of the Company.



On March 26, 2019, we issued demand non-interest bearing senior
secured promissory notes in the aggregate principal amount of $98,351 (CDN$131,683), including $23,663 (CDN$31,683) of original
issue discount.



The proceeds from these private placements were used for general
working capital purposes, particularly the development and marketing of the Ehave Connect platform and support of our trials of
our games, MegaTeam and NinjaReflex.



Business Development Agreements



On December 13, 2016, we entered
into an agreement with Multi-Health Systems (“MHS”), an international healthcare technology developer of scientifically
validated assessments, granting us access to MHS’s extensive library of mental health assessments.



On February 3, 2017, we entered into a
Strategic Relationship Agreement (the “MedReleaf Agreement”) with MedReleaf Corp. (“MedReleaf”), pursuant
to which we and MedReleaf agreed to develop a branded MedReleaf app to advance the study and therapeutic use of medical cannabis.
In connection with the MedReleaf Agreement, MedReleaf made an investment of $100,000 into the Company in the form of a convertible
note, and was granted an option to invest $200,000 into our TSX-V common stock public offering.



| | B. | Business Overview
| | -- | -----------------



We are creating a mental health data
platform that integrates with our proprietary and third-party assessment and therapeutic digital applications. Our product
focus is based on two tiers of activities: (1) MegaTeam and Ninja Reflex, our clinically validated digital assessment and
rehabilitation software that is engaging for the patient and (2) adaptation of third-party clinically validated digital
assessment and rehabilitation software for enhanced patient engagement and data modeling. We intend to provide technology
solutions to clinicians, patients, researchers, pharmaceutical companies and payors.



Currently our products are being deployed
in Canada.



MegaTeam and Ninja Reflex Digital Assessment
and Rehabilitation Applications



Our MegaTeam and Ninja Reflex assessment
and rehabilitation products are built on established methodologies for the measurement of cognitive abilities in populations with
attention deficit and hyperactivity disorder, or ADHD. Methodologies commonly used today involve repetitive performance of tasks
using digital interface. These tasks are repeatedly administered to the patient in order to obtain accurate measures. Many of the
assessments used today had been developed using programming methodologies whereby the task is simply exhibited on screen and the
patient is instructed to respond to stimuli. Our research has found that patients, in particular those with symptoms of ADHD, have
difficulty completing the necessary regiment of tasks due to lack of engagement. Additionally, these tasks are often administered
in a clinical setting, often resulting in the patient and their accompanying parent or guardian staying in clinical settings for
an extended time. Our products have been developed to address these primary concerns as well as to enable a breadth of cognitive
tasks to be assessed and an individualized cognitive rehabilitation program to be administered remotely.



23







The MegaTeam and NinjaReflex applications
involve the imbedding of cognitive assessment and rehabilitation tasks within an engaging video game environment. MegaTeam and
NinjaReflex were designed and programmed with the intention of providing comparable engagement to video game play. In the design,
narrative and programming of our MegaTeam and NinjaReflex games, we utilize experts in children’s digital content and programming.
Our tools have been developed on Unity, a common game development platform that can be used on most fixed and mobile devices, enabling
the expansion of narrative and the adaptation of new character and game environments to maintain long-term engagement of product
differentiation. The underlying cognitive tools and data remain unchanged as the “skin” is adapted for future versions
and client profiles. A significant part of the MegaTeam and NinjaReflex development involved assessing user engagement and consultation
on characters, narrative and graphic design.



MegaTeam and NinjaReflex applications have
been designed for deployment on multiple digital interfaces including PC, Mac, Android and iOS systems. Our applications may be
used in a clinic or a patient’s home or remotely, provided there is an adequate data connection.



Based on feedback from users and clinical
psychologists regarding strong user engagement of our MegaTeam and NinjaReflex products, we believe that our products have a strong
capacity for training compliance.



Developed MegaTeam and NinjaReflex products
include: (1) Stop Signal Reaction Time Assessment (2) N Back Assessment (3) Inhibitory Control Rehabilitation (4) and Working Memory
Rehabilitation. We are planning the development of a broader suite of cognitive tasks and rehabilitation mechanisms in order to
increase the addressable mental health indications.



Ehave Connect Software Platform





On March 22, 2019, we entered into the Agreement with Zyus,
pursuant to which we will sell to Zyus all of our assets relating to its health informatics Ehave Connect platform. The Ehave Connect
platform contains components specifically designed to be used by medical cannabis patients to efficiently gather and verify patient-reported
outcomes and experiences, evaluate treatment progress, enhance patient engagement and improve data modeling.



Ehave Connect is a cloud-based platform
that allows for the input, tracking and extraction of clinical data. Based on the clinical data collected, Ehave Connect is intended
to provide patient management and digital assessment tools to healthcare providers and physicians so that they are better equipped
to provide diagnosis and treatment to patients in their care.



Third Party Content



We believe that it is critical to partner
across the mental healthcare community, and we have secured partnerships with industry leaders.



Partnership with MedReleaf



On February 3, 2017, we entered into the
MedReleaf Agreement with MedReleaf, pursuant to which we and MedReleaf agreed to develop a branded MedReleaf App to advance the
study and therapeutic use of medical cannabis. MedReleaf is Canada’s premium licensed producer and distributor of medical
cannabis. The objective of the partnership with MedReleaf is to validate and optimize the use of MedReleaf’s medical cannabis
products as therapeutic treatments for various health conditions. We and MedReleaf monitor every step of the medical cannabis treatment
life cycle, collect diagnosis data and intake assessments, run validated psychological assessments to monitor treatment response,
manage patient treatment plans, and objectively analyze patient outcomes.



Partnership with MHS



In December 2016, we signed an agreement
with MHS, a leading provider of psychological assessment tools. We have licensed MHS’s gold standard Connors® suite of
ADHD assessments, as well as the Davidson Trauma Scale and SPAN assessments for PTSD. We expect to offer MHS’s entire catalogue
of tests in time, and in so doing we believe that we can enhance the evaluation of any mental health indication. We plan to move
into areas such as anxiety, depression, OCD, autism, and more.



24







The Hospital for Sick Children



In December 2011, we entered into a collaboration
with Toronto’s Hospital for Sick Children to identify the clinical needs, design and processes required to create clinical
grade toolsets. In addition to specific tools, we have developed a content delivery and patient data platform, known as Resource
Knowledge Information Access that enables content to be deployed, monitored, analyzed and accessed remotely by clinicians and patients.
These tools were used during randomized control studies of the MegaTeam game, and will be used in future trials with the Hospital
for Sick Children.



Third-party Contract Services



We believe that we have the expertise of
understanding the complexities of mental health assessments and rehabilitation methodologies, along with game design and programming.
Researchers and developers of digital applications for mental health may recognize the advantage of engaged users, but lack the
expertise in game based translation. We intend to market our company to researchers and developers with fee-based services to enhance
their digital applications. We are working closely with mental health research networks to avail our existing MegaTeam and NinjaReflex
tools as well as our programming expertise to enhance and commercialize new products and services.



Business Strategy



Our business strategy is to develop and
MegaTeam and Ninja Reflex in an effective and timely manner and gain access to additional technologies at a time and in a manner
that we believe is best for our development.  We intend to achieve our business strategy by focusing on these key areas:



| | · | expanding MegaTeam and Ninja Reflex with additional game titles, and participate in further clinical
studies with Hospital for Sick Children on the CHILD-BRIGHT network, which is a Canadian research network that aims to improve
the lives of children with brain-based development disabilities we are a partner to and provider of in-kind services and support);
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | forming strategic alliances with publishers of psychological assessments, at a time and in a manner
where such alliances may complement and expand our research and development efforts on the product and provide sales and marketing
capabilities;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | developing relationships with pharmaceutical and insurance companies that could be instrumental
in deploying our technology to drug development and treatment monitoring; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | developing relationships with companies that could be instrumental in assisting us to access other
innovative therapeutics.
| | - | ---------------------------------------------------------------------------------------------------------------------------



Our business strategy is based on attaining
a number of commercial objectives, which, in turn, are supported by a number of product development goals.  Our product
development presently being conducted is primarily of a research and development nature.



Market



We anticipate that the principal markets
in which our products will compete will initially include North America. Thereafter, we hope to expand our markets to Europe and
Asia. Currently our products are being deployed in Canada.



Mental healthcare, including its assessment
and treatment, is a significant market. Forty-four million adults in the United States are estimated to experience mental illness
per year, which is 20% of the population. The size of the U.S. mental health treatment market is $113 billion, and the size of
private insurance spending on mental health is $32 billion. The size of the cognitive assessment market world-wide is over $2.4
billion. (Source: Mental Health America - State of Mental Health Report, 2016; SAMSHA Spending Estimates Project, 2010; MarketsandMarkets,
2015).



25







ADHD is a common affliction with worldwide
prevalence estimated at approximately 7% (Source: “Prevalence of Attention-Deficit/Hyperactivity Disorder: A Systematic
Review and Meta-analysis”, Rae Thomas, Sharon Sanders, Jenny Doust, Elaine Beller, Paul Glasziou, Pediatrics Feb 2015, peds.2014-3482;
DOI: 10.1542/peds.2014-3482). ADHD symptoms typically start or are first noticed in preschool age children (“Prevalence
of Attention-Deficit/Hyperactivity Disorder: A Systematic Review and Meta-analysis”, Rae Thomas, Sharon Sanders, Jenny Doust,
Elaine Beller, Paul Glasziou, Pediatrics Feb 2015, peds.2014-3482; DOI: 10.1542/peds.2014-3482). While symptoms may decline
with age, ADHD symptoms and impairments can persist into adolescence and adulthood (Source: “A lifetime of attention-deficit/hyperactivity
disorder: diagnostic challenges, treatment and neurobiological mechanism”, Julia Geissler and Klaus-Peter Lesch, Expert Review
Of Neurotherapeutics Vol. 11 , Iss. 10,2011).



Competition



For our MegaTeam and Ninja Reflex game
applications, we are aware of a few competitors, including Akili Ineractive, Attentiv, Myndlift and C8Sciences. Many of these companies
are currently conducting clinical trials. Our strategy for game development starts from using known proven clinical measures rather
than creating new measures, and we believe that the advantage of this methodology is that broad normative data does not need to
be established and the barrier to clinical adoption may be lower with known measures that clinicians are already comfortable with.



Product Differentiation



We strive to provide the best tools and
resources for today’s populations suffering from mental illness. Many of the incumbent products have been developed and validated
in their academic forms, which, we believe, lack appeal for today’s clients and practitioners. We believe there is a demand
for real time, data-rich digital tools that enable individual treatment and ongoing monitoring, while a significant portion of
the existing market for cognitive assessment and therapy relies upon paper-based tools and checklists that have little or no connected
monitoring capacity or real-time progress reporting. As such, we seek to develop products with the following key features: (1)
user engagement, (2) data richness, (3) clinically validated, and (4) multi-screen and mobile deployment.



Our assessment products are derived from
designs and methods clinically studied. Our plans include the study of our derived products and cognitive rehabilitation software
through clinical studies led by hospitals. These studies include multiple phases from pilot studies through affected population
studies and allow the measurement, using various criteria and techniques, of the effect of our cognitive rehabilitation program
on target populations.



Marketing



Our marketing channels consist of direct
sales and leveraging partners for market outreach. Our current strategy is for direct sales to publishing partners, medical device
partners and pharmaceutical companies.  Through these partnerships, we gain access to clinicians and the patients they serve.



We also engage a public relations firm
to help reach media outlets.



Regulatory Requirements



Our future business operations and activities
in the U.S. may be directly or indirectly subject to subject to certain federal and state laws relating to the privacy and security
of health information, and state and federal laws designed to guard against healthcare fraud and abuse, including, but not limited
to, those described below.



| | · | HIPAA, as amended by HITECH, established comprehensive requirements related to the privacy, security,
and transmission of individually identifiable health information. It governs patient privacy practices of healthcare providers,
health plans, and healthcare clearinghouses (or “covered entities”), as well as their respective business associates
to the extent that they perform services for or on behalf of the covered entities that involve the use or disclosure of protected
health information. HIPAA also mandates notification in the event of a breach and regulates standardization of data content, codes
and formats used in healthcare transactions. Covered entities and business associates may be subject to significant civil and criminal
penalties, as well as enforcement by state attorneys general, for violations of HIPAA or its implementing regulations.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



26







| | · | HIPAA also imposes federal criminal and civil liability for knowingly and willfully executing,
or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses,
representations, or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit
program, regardless of the payor (e.g., public or private) and knowingly and willfully falsifying, concealing or covering up by
any trick or device a material fact or making any materially false statements in connection with the delivery of, or payment for,
healthcare benefits, items or services relating to healthcare matters.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The federal Anti-Kickback Statute which prohibits, among other things, persons from knowingly and
willfully soliciting, receiving, offering or paying remuneration, directly or indirectly, in cash or in kind, to induce or reward,
or in return for, either the referral of an individual for, or the purchase, order, or recommendation of, an item or service reimbursable
under a federal healthcare program, such as the Medicare and Medicaid programs.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The federal Civil False Claims Act imposes liability on any person or entity, which, among other
things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment by a federal healthcare program.
The “qui tam” or “whistleblower” provisions of the False Claims Act allow a private individual to bring
actions on behalf of the federal government, alleging that the defendant has submitted a false claim to the federal government,
and to share in any monetary recovery.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The federal Civil Monetary Penalties Law prohibits, among other things, the offering or transfer
of remuneration to a Medicare or state health care program beneficiary if the person knows or should know it is likely to influence
the beneficiary’s selection of a particular provider, practitioner, or supplier of services reimbursable by Medicare or a
state health care program, unless an exception applies.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Analogous state fraud and abuse laws and regulations, such as state anti-kickback and false claims
laws, may apply to items or services reimbursed under Medicaid, other state programs, or, in some states, private third-party payors.
In addition, many U.S. states have enacted patient confidentiality laws that protect against the disclosure of confidential medical
information, and many states have adopted or are considering adopting further legislation in this area, including privacy safeguards,
security standards, and data security breach notification requirements. These state laws, which may be even more stringent than
the HIPAA requirements, many of which differ from each other in significant ways and are often not preempted by the federal requirements.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



FDA's Medical Device Regulation



The FDA has broad authority over the regulation
of medical devices marketed for sale in the United States. The FDA regulates the research, clinical testing, manufacturing, safety,
labeling, storage, recordkeeping, premarket clearance or approval, promotion, distribution and production of medical devices. The
FDA also regulates the export of medical devices manufactured in the United States to international markets.



Under the Food, Drug, and Cosmetic Act,
or FDCA, the FDA classifies medical devices into one of three classes: Class 1, Class 2 or Class 3. Medical devices deemed to pose
lower risk are placed into either Class 1 or Class 2.



Class 1 medical devices are deemed to pose
the lowest risk to the patient. Accordingly, Class 1 medical devices are subject to the lowest degree of regulatory scrutiny and
need only comply with the FDA's General Controls. The General Controls include compliance with the registration, listing, adverse
event reporting requirements, and applicable portions of the Quality Systems Regulation, or QSR, as well as the general misbranding
and adulteration prohibitions. Unless specifically exempted in the regulations, general controls require a company that intends
to market a Class 1 medical device, like us, to gain clearance for marketing through the 510(k) process. Many Class 1 medical devices,
however, are exempt from 510(k) clearance because the level of risk is low.



27







Class 2 medical devices are considered
higher risk devices than Class I medical devices. Class 2 medical devices are subject to General Controls as well as additional
Special Controls. Special Controls may include labeling requirements, mandatory performance standards, and post market surveillance.
Generally companies that intend to market Class 2 medical devices, like us, must comply with applicable regulations and submit
a 510(k) premarket submission for review to receive clearance to list and market their medical devices. The 510(k) must establish
substantial equivalence to a predicate medical device. Some Class 2 medical devices are exempt from filing a 510(k) but in some
instances, Class II medical devices may be required to file a Premarket Approval, or PMA, application.



Medical devices deemed by the FDA to pose
the greatest risk, such as life-sustaining, life-supporting or implantable devices, or devices deemed not substantially equivalent
to a previously cleared medical device, are classified as Class 3 medical devices and require a PMA before commercialization.



All medical device manufacturers must register
their establishments with the FDA; such registrations require the payment of user fees. In addition, both 510(k) premarket submissions
and PMA applications are subject to the payment of user fees, paid at the time of submission for FDA review.



The use of forms and tools for the measurement
and assessment of behavioral and cognitive abilities are considered computerized cognitive assessment aids by the FDA. The FDA
currently classifies such products as Class II medical devices. Currently we are engaging in clinical trials of Ehave MegaTeam
games outside of the United States. Such clinical trials are being performed to prove efficacy and may have supporting evidence
in the event that we filed an marketing application in the United States and the FDA requires this data before we are able to market,
advertise or sell our Ehave MegaTeam games in the United States.



28







510(k) Clearance Pathway



If required to obtain 510(k) clearance
for our Ehave MegaTeam games or any other computerized cognitive assessment aid products in the future, such products may be classified
as medical devices and we would may be required to submit a premarket notification demonstrating that the proposed medical device
is substantially equivalent to a previously cleared 510(k) device. FDA's 510(k) clearance pathway usually takes from three to twelve
months. On average the review time is approximately six months, but it can take significantly longer than twelve months in some
instances, as the FDA may require additional information, including clinical data, to make a determination regarding substantial
equivalence.



After a medical device receives 510(k)
clearance, any modification that could significantly affect its safety or effectiveness, or that would constitute a new or major
change in its intended use, will require a new 510(k) clearance or, depending on the modification, require a PMA. The FDA requires
each manufacturer to determine whether the proposed change requires submission of a new 510(k) notice, or a premarket approval,
but the FDA can review any such decision and can disagree with a manufacturer's determination. If the FDA disagrees with a manufacturer's
determination, the FDA can require the manufacturer to cease marketing and/or recall the modified device until 510(k) clearance
or premarket approval is obtained. If the FDA requires us to seek 510(k) clearance or premarket approval for any modifications
to a previously cleared product, we may be required to cease marketing or recall the modified device until we obtain this clearance
or approval. Also, in these circumstances, we may be subject to significant regulatory fines or penalties. We have made and plan
to continue to make additional product enhancements to products that we believe do not require new 510(k) clearances, but we cannot
guarantee that the future enhancements, should they occur, will be exempt from new 510(k) clearances.



De Novo Reclassification



If we decide to market, advertise or sell
our Ehave MegaTeam games or any other any other computerized cognitive assessment aid products in the future, such products may
not have a suitable predicate medical device to be cleared as a 510(k) medical device. If the FDA finds that there is no suitable
predicate medical device, it will automatically be considered our Ehave MegaTeam games or any other computerized cognitive assessment
aid products that we apply for clearance to market, advertise or sell in the future a Class III medical device. However, in instances
where a medical device is novel and there is no suitable predicate device, but that medical device is deemed to be of low to moderate
risk, the FDA may reclassify the device to Class I or Class II via de novo reclassification petition pathway. This process involves
the submission of a de novo reclassification petition, and the FDA's acceptance that “special controls” are adequate
to ensure the product’s performance and safety.



The FDA now allows de novo reclassification
petitions, a mechanism by which a sponsor can directly submit a detailed de novo reclassification petition as the device’s
initial submission without having to first receive a not substantially equivalent, or NSE, decision on a 510(k) submission. Historically,
the de novo reclassification pathway typically would take at least 9 to 12 months from filing to clearance. Since the enactment
of the 21st Century Cures Act, de novo classification petitions may be submitted to the FDA at any time and does not
require a FDA finding of not substantially equivalent to a 510(k) application before the petition is made. FDA must respond to
any de novo classification requests within 120 days of a completed petition.



In the future, we may decide to submit
a de novo reclassification petition for our Ehave MegaTeam games or any other computerized cognitive assessment aid products that
we may develop. To support a de novo reclassification petition, our objective would be to demonstrate that the proposed medical
device poses a low to moderate risk to patients. If the FDA determines that such a product is not a candidate for de novo reclassification,
it will require approval of the device for market through the PMA application process.



Alternatively, if we seek 510(k) clearance
and our medical device is found not substantially equivalent, or NSE, the FDA will consider a de novo petition if our proposed
medical device has been determined to be NSE due to: (1) the lack of an identifiable predicate medical device, (2) a new intended
use, or (3) different technological characteristics to a predicate device that raise different questions of safety and effectiveness.
The de novo classification request should include a description of the medical device, labeling for the device, reasons for the
recommended classification and information to support the recommendation. Should the FDA believe our proposed medical device’s
general controls or general and special controls provides reasonable assurance of safety and effectiveness, the FDA may classify
our medical device as a Class II medical device. If the FDA classifies the device into Class II, we will then receive an approval
order to market the device. This device type can then be used as a predicate device for future 510(k) submissions. However, if
the FDA subsequently determines that the device will remain in the Class III category, then we may not be marketed until we have
obtained a PMA.



Premarket Approval Pathway



A PMA application must be submitted if
a medical device cannot be cleared through the 510(k) process or by de novo reclassification petition. The PMA application process
is generally more costly and time consuming than the 510(k) process. A PMA application must be supported by extensive data including,
but not limited to, analytical, preclinical, clinical trials, manufacturing, statutory preapproval inspections, and labeling to
demonstrate to the FDA's satisfaction the safety and effectiveness of the medical device for its intended use.



29







After a PMA application is sufficiently
complete, the FDA will accept the application and begin an in-depth review of the submitted information. By statute, the FDA has
180 days to review the "accepted application," although, generally, review of the application can take between one and
three years, but it may take significantly longer. During this review period, the FDA may request additional information or clarification
of information already provided. Also during the review period, an advisory panel of experts from outside the FDA may be convened
to review and evaluate the application and provide recommendations to the FDA as to the approvability of the medical device. The
preapproval inspections conducted by the FDA include an evaluation of the manufacturing facility to ensure compliance with the
QSR, as well as inspections of the clinical trial sites by the Bioresearch Monitoring group to evaluate compliance with good clinical
practice and human subject protections. New premarket approval applications or premarket approval application supplements are required
for modifications that affect the safety or effectiveness of the medical device, including, for example, certain types of modifications
to the medical device's indication for use, manufacturing process, labeling and design. Significant changes to an approved PMA
require a 180-day supplement, whereas less substantive changes may utilize a 30-day notice, or the 135-day supplement. PMA supplements
often require submission of the same type of information as a PMA application, except that the supplement is limited to information
needed to support any changes from the medical device covered by the original PMA application, and may not require as extensive
clinical data or the convening of an advisory panel. None of our products are currently approved under a premarket approval and
we do not believe that we will ever have a product that requires a PMA.



Clinical Trials



Clinical trials are almost always required
to support a PMA application or de novo reclassification petition and are sometimes required for a 510(k) premarket notification.
If we decide to market, advertise or sell our Ehave MegaTeam and NinjaReflex games or any other any other computerized cognitive
assessment aid products that we may develop in the future, and if the FDA believes that such product presents a potential “significant
risk” to health, safety, or the welfare of a human subject, the FDA may require us to collect safety and effectiveness data
on human subjects regardless of our device’s classification. If we are required to collect data on human subjects, the FDA
will require us to file an application for an Investigational Device Exemption, or IDE with the FDA and obtain IDE approval prior
to commencing the human clinical trials. The IDE application must be supported by appropriate pre-clinical data, such as animal
and laboratory testing results, showing that it is safe to test the device in humans and that the testing protocol is scientifically
sound. The IDE application must be approved in advance by the FDA for a specified number of patients, unless the product is deemed
a “non-significant risk” device and eligible for more abbreviated investigational device exemption requirements. Clinical
trials for a significant risk device may begin once the IDE application is approved by the FDA and the appropriate institutional
review boards at the clinical trial sites. Future clinical trials of our motion preservation designs will require that we obtain
an IDE from the FDA prior to commencing clinical trials and that the trial be conducted under the oversight of an institutional
review board at the clinical trial site. Our clinical trials must be conducted in accordance with FDA regulations and other federal
and state regulations concerning human subject protection, including informed consent and healthcare privacy. A clinical trial
may be suspended by the FDA or the IRB at any time for various reasons, including a belief that the risks to the study participants
outweigh the benefits of participation in the study. Even if a study is completed, the results of our clinical trials may not demonstrate
the safety and efficacy of the medical device, or may be equivocal or otherwise not be sufficient to obtain approval of our Ehave
MegaTeam and NinjaReflex game or any other computerized cognitive assessment aid products that we may develop in the future. At
this time, we do not plan on marketing, advertising or selling our Ehave MegaTeam and NinjaReflex games or any other computerized
cognitive assessment aid products in the United States and therefore, do not anticipate performing clinical trials in the United
States.



Patents and Trade Secrets



The patent positions and proprietary rights
of pharmaceutical and biotechnology firms, including us, are generally uncertain and involve complex legal and factual questions.
We believe there will continue to be significant litigation in the industry regarding patent and other intellectual property rights.



30







We have not registered any patents in respect
of Megateam and NinjaReflex ; however we maintain our proprietary server architecture and mobile applications as trade secrets.
We have registered the trade name “Ehave, Inc.” and owns the domain “ehave.com.”



We rely on unpatented trade secrets and
improvements, unpatented know-how and continuing technological innovation to develop and maintain our competitive position. No
assurance can be given that others will not independently develop substantially equivalent proprietary information and techniques,
or otherwise gain access to our trade secrets or disclose such technology, or that we can meaningfully protect our rights to our
unpatented trade secrets.



We require our employees and consultants
to execute confidentiality agreements upon the commencement of employment and consulting relationships with us. These agreements
provide that all confidential information developed by or made known to an individual during the course of the employment or consulting
relationship generally must be kept confidential. In the case of employees, the agreements provide that all inventions conceived
by the individual, while employed by us, relating to our business are our exclusive property. While we have implemented reasonable
business measurements to protect confidential information, these agreements may not provide meaningful protection for our trade
secrets in the event of unauthorized use or disclosure of such information.



Seasonality of Business



Our results of operations have not been
materially impacted by seasonality.



| | C. | Organizational Structure
| | -- | ------------------------



Not applicable.



31







| | D. | Property, Plants and Equipment
| | -- | ------------------------------



We currently lease approximately 1,636
square feet of office space located at 277 Lakeshore Road East, Suite 203, Oakville, Ontario, Canada. The term under our lease
agreement, as amended on April 6, 2018, will expire on May 1, 2020. We do not own or lease any other office space, manufacturing
facilities or equipment and do not have any current plans to construct or acquire any facilities.



ITEM 4A.  UNRESOLVED STAFF COMMENTS



Not applicable.



ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS



You should read the following discussion
of our financial condition and results of operations in conjunction with the financial statements and the notes thereto included
elsewhere in this Annual Report on Form 20-F. The following discussion contains forward-looking statements that reflect our plans,
estimates and beliefs, including our belief as to the potential of MegaTeam and Ninja Reflex applications as an effective remediation
tool for ADHD and our expectations as to the success of our research and related content distribution in 2019 and beyond, future
financial position, business strategy and plans for future operations, and statements that are not historical facts, involve known
and unknown risks and uncertainties]. Our actual results could differ materially from those discussed in the forward-looking statements.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on
Form 20-F, particularly those in “Item 3. Key Information – D. Risk Factors.” See also “Special Note Regarding
Forward-Looking Statements.”



With respect to the forward-looking statements
made within this Item 5, we have made numerous assumptions regarding among other things: our ability to obtain financing to fund
our continuing development programs, the results of our clinical trials, our ability to obtain commercial sales, and future expense
levels being within our current expectations.  Investors are cautioned against placing undue reliance on forward-looking
statements.  We do not undertake to update these forward-looking statements except as required by applicable law.



Overview



We are creating a medical cannabis and
mental health data platform that integrates with our proprietary and third-party assessment and therapeutic digital applications.
Our product focus is based on two tiers of activities: (1) MegaTeam and Ninja Reflex, our clinically validated digital assessment
and rehabilitation software that is engaging for the patient, and (2) adaptation of custom and third-party clinically validated
digital assessment and rehabilitation software for enhanced patient engagement and data modeling. We intend to provide technology
solutions to clinicians, patients, researchers, pharmaceutical companies and payors.



We qualify as an “emerging growth
company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be required to:



| | - | have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
| | - | ------------------------------------------------------------------------------------------------------------------------------

| | - | comply with any requirement that may be adopted by the
Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report
providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | submit certain executive compensation matters to shareholder
advisory votes, such as “say-on-pay” and “say-on-frequency;” and
| | - | -----------------------------------------------------------------------------------------------------------------------------

| | - | disclose certain executive compensation related items such
as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee
compensation.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



32







In addition, Section 107 of the JOBS Act
also 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. In other words, an emerging growth company can delay
the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected
to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable
to those of companies that comply with such new or revised accounting standards.



We will remain an “emerging growth
company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual
gross revenues exceed $1.07 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2
under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates
exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which
we have issued more than $1 billion in non-convertible debt during the preceding three year period.



Recapitalization



In February 2019, we entered into agreements with holders of
$2.8 million of promissory notes and debentures to exchange such notes and debentures for common shares. In February 2019, we also
issued shares of Ehave common stock in return for the cancelation of 4,383,333 Ehave warrants and the cancellation of 8,051,791
Ehave stock options. As a result of the recapitalization described above, all outstanding promissory notes, warrants and certain
options were exchanged for common shares.



Critical Accounting Policies and Estimates



The preparation of financial statements
in conformity with U.S. GAAP requires companies to make estimates and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. These estimates and judgments are subject to an inherent degree of
uncertainty, and actual results may differ. Our significant accounting policies are more fully described in Note 1 to our financial
statements included elsewhere in this Annual Report. Critical accounting estimates and judgments are continually evaluated and
are based on historical experience and other factors, including expectations of future events that are believed to be reasonable
under the circumstances, and are particularly important to the portrayal of our financial position and results of operations. Our
estimates are primarily guided by observing the following critical accounting policies.



Financial Overview



Our operations have been funded, to date,
primarily through the sale of our common shares in a public offering and series of private placements of convertible notes and
warrants. From our inception through December 31, 2018, we have raised an aggregate of approximately $4,474,085 to fund our operations,
of which approximately $366,455 was from our public offering in June 2016, and approximately $4,107,630 was from the issuance of
convertible notes and warrants. In addition, we received additional aggregate investments of $192,556 from promissory notes that
closed in each of January and March of 2019.



Operating Losses



Since our inception, we have incurred significant
operating losses. Our net losses were $5,588,334 and $4,141,613 for the year ended December 31, 2018 and 2017, respectively. As
of December 31, 2018, we had an accumulated deficit of $12,577,458. We expect to continue to incur significant expenses and operating
losses over the next several years. Our net losses may fluctuate significantly from quarter to quarter and from year to year. We
anticipate that our expenses will increase significantly as we plan to continue development and commercialization of MegaTeam and
NinjaReflex products as well as to engage in continuing research and development related to products and services.



33







| | A. | Operating Results
| | -- | -----------------



On March 22, 2019, we entered a definitive asset purchase agreement
with ZYUS, pursuant to which ZYUS will acquire all of the assets and rights relating to Ehave Connect Sale (See “Item 4.
Information on the Company—A. History and Development of the Company—Proposed Sale of Ehave Connect Asset”).
Ehave will continue in our development and trials of digital assessment and therapeutic video games for children with ADD/ADHD.
The closing of the Asset Sale remains subject to the satisfaction of customary closing conditions, with a target close date at
or around May 22, 2019. Operating results have been separated consistent with this sale between continuing and discontinued operations.



Years Ended December 31, 2018, and
December 31, 2017



Revenues



We have no revenue from continuing operations
for the year ended December 31, 2018 and the year ended December 31, 2017.



Operating Expenses



Our total operating expenses, excluding
discontinued operations, for the year ended December 31, 2018 was $761,936 compared to $796,585 in 2017, a decrease of $34,649.
The decrease in operating expenses is primarily due to the application for tax credits against operating expenses. The operating
expenses, excluding discontinued operations for the year ended December 31, 2018, consisted of salaries of $294,222, rent of $46,348,
professional fees of $209,255, insurance expenses of $29,831, travel expenses of $11,932, software development of $90,060, communications
of $139,172 and general and administrative expenses of $381,740 and tax credits of $440,624. The operating expenses, excluding
discontinued operations, for the year ended December 31, 2017, consisted of salaries of $134,506, rent of $26,235, professional
fees of $223,928, insurance expenses of $10,277, travel expenses of $12,112, software development of $151,981, communications of
$231,662 and general and administrative expenses of $5,885.



|                                                      |  | For the years ended  December 31, |          
|----------------------------------------------------- |  | --------------------------------- | ---------
|                                                      |  | 2018                              |          
|                                                      |  | $                                 |          
|Operating Expenses, excluding discontinued operations |  |                                   |          
|Salaries                                              |  |                                   | 294,222  
|Rent                                                  |  |                                   | 46,348   
|Professional fees                                     |  |                                   | 209,255  
|Insurance                                             |  |                                   | 29,831   
|Travel                                                |  |                                   | 11,932   
|Communications                                        |  |                                   | 139,172  
|Software development                                  |  |                                   | 90,060   
|General and administrative                            |  |                                   | 381,740  
|Tax credits                                           |  |                                   | (440,624 
|Total operating expenses from continuing operations   |  |                                   | 761,936  
|Total operating expenses from discontinued operations |  |                                   | 934,181  
|Total operating expenses                              |  |                                   | 1,696,117
|Other expenses                                        |  |                                   |          
|Warrant expense                                       |  |                                   | 3,454,400



34







Salaries



|                             |  | For the years ended December 31, |           |  |      |  |         |            | 
|---------------------------- |  | -------------------------------- | --------- |  | ---- |  | ------- | ---------- | 
|                             |  | 2018                             |           |  | 2017 |  |         | Increase   | 
|                             |  | $                                |           |  | $    |  |         | (decrease) | 
|                             |  |                                  |           |  |      |  |         |            | 
|From continuing operations   |  |                                  | 294,222   |  |      |  | 134,506 |            | 
|From discontinued operations |  |                                  | 909,607   |  |      |  | 425,938 |            | 
|Total                        |  |                                  | 1,203,829 |  |      |  | 560,444 |            | 



The increase in salaries is primarily
attributable to an increase in the number of employees and full year salaries. During the year ended December 31, 2018, we had
stock options expense of $202,588 (2017 - $139,758) related to stock option grants to our CEO and CTO that is not included in
salaries.



Professional Fees



|                             |  | For the years ended December 31, |         |  |      |  |         |            | 
|---------------------------- |  | -------------------------------- | ------- |  | ---- |  | ------- | ---------- | 
|                             |  | 2018                             |         |  | 2017 |  |         | Increase   | 
|                             |  | $                                |         |  | $    |  |         | (decrease) | 
|                             |  |                                  |         |  |      |  |         |            | 
|From continuing operations   |  |                                  | 209,255 |  |      |  | 223,928 |            | 
|From discontinued operations |  |                                  | -       |  |      |  | -       |            | 
|Total                        |  |                                  | 209,255 |  |      |  | 223,928 |            | 



The decrease in professional fees is primarily
attributable to reduction in outside use of consultants.



Communications



|                             |  | For the years ended December 31, |         |  |      |  |         |            | 
|---------------------------- |  | -------------------------------- | ------- |  | ---- |  | ------- | ---------- | 
|                             |  | 2018                             |         |  | 2017 |  |         | Increase   | 
|                             |  | $                                |         |  | $    |  |         | (decrease) | 
|                             |  |                                  |         |  |      |  |         |            | 
|From continuing operations   |  |                                  | 139,172 |  |      |  | 231,662 |            | 
|From discontinued operations |  |                                  | -       |  |      |  | -       |            | 
|Total                        |  |                                  | 139,172 |  |      |  | 231,662 |            | 



The decrease in communications is primarily
attributable to fewer news releases and targeted investor outreach.



Software Development



|                             |  | For the years ended December 31, |         |  |      |  |         |            | 
|---------------------------- |  | -------------------------------- | ------- |  | ---- |  | ------- | ---------- | 
|                             |  | 2018                             |         |  | 2017 |  |         | Increase   | 
|                             |  | $                                |         |  | $    |  |         | (decrease) | 
|                             |  |                                  |         |  |      |  |         |            | 
|From continuing operations   |  |                                  | 90,060  |  |      |  | 151,981 |            | 
|From discontinued operations |  |                                  | 22,144  |  |      |  | 37,995  |            | 
|Total                        |  |                                  | 112,204 |  |      |  | 189,976 |            | 



The decrease in software development expenses
is due to the impact of using employees to replace contractors.



35







Warrant Expense



| |  | For the years ended December 31, |            |  |      |  |           |            | 
| |  | -------------------------------- | ---------- |  | ---- |  | --------- | ---------- | 
| |  | 2018                             |            |  | 2017 |  |           | Increase   | 
| |  | $                                |            |  | $    |  |           | (decrease) | 
| |  |                                  |            |  |      |  |           |            | 
| |  |                                  | 3,454,4004 |  |      |  | 2,745,731 |            | 



The increase in warrant expense related
to the additional financing in 2018.



Net Loss



Net loss for the year ended December 31,
2018, was $5,588,334 as compared to a net loss of $4,141,613 in 2017.



| | B. | Liquidity and Capital Resources
| | -- | -------------------------------



Through December 31, 2018, we have incurred
an accumulated deficit of $12,577,458, primarily as a result of expenses incurred through a combination of development and commercialization
activities related to our products and general and administrative expenses supporting those activities, as well as a net loss of
$5,588,334 and negative operating cash flows. Our total cash and cash equivalents balance as of December 31, 2018 was $11,222.
At December 31, 2018, we had working capital deficit of $4,007,785, of which $2,971,652 relates to convertible notes convertible
into common shares subsequent to the year ended December 31, 2018. We anticipate that we will continue to incur losses and negative
cash flows from operations, and that such losses will increase over the next several years due to development costs associated
with our MegaTeam, and Ninja Reflex products, until our products reach commercial profitability. As a result of these expected
losses and negative cash flows from operations, along with our current cash position, based on our current projections, we may
not have sufficient resources to fund operations through the third quarter of 2019. Therefore, there is substantial doubt about
our ability to continue as a going concern.



Our plans include the continued commercialization
of our products and raising capital through a combination of equity offerings, debt financings, other third-party funding and other
collaborations and strategic partnerships. There are no assurances, however, that we will be successful in obtaining the level
of financing needed for our operations. In addition, the Asset Sale may not close, in which case we will need an alternative source
of raising additional capital, and if the Asset Sale is completed, our operations will be significantly curtailed and we will have
limited sources of revenue following the Asset Sale. We are exploring various financing options including equity funding and strategic
collaboration. However, there are no assurances that we will be successful in obtaining the level of financing needed for our operations
or that any such financing would be on terms favorable to us. Any future financing may involve substantial dilution to existing
investors. If we are unsuccessful in commercializing our products and raising capital, we may need to reduce activities, curtail
or cease operations.





On April 30, 2019, our common shares were
removed from the OTCQB Venture Market to the Pink Open Market because we were unable to cure our bid price deficiency. We expect
the share consolidation, expected to be effective as of May 27, 2019, to cure the bid price deficiency; however, the expected
increase in the price of our common shares from the share consolidation may not be maintained, and there can be no assurance that
the market price of our common shares following the share consolidation will remain above the minimum bid price requirement to
restore or maintain eligibility for quotation of our common shares on OTCQB Venture Market. If we fail to restore or maintain
the eligibility for quotation of our common shares on OTCQB Venture Market, our ability to obtain additional financing through
the public or private sale of our securities would be adversely affected.



In 2013 and 2014 we entered into convertible
loan agreements with investors, including our President and Chief Executive Officer, and affiliates of his, and a former director,
pursuant to which such investors loaned us an aggregate of CDN$490,000. All of the loans were converted into an aggregate of 13,176,094
common shares on December 15, 2014.



We received approximately CDN$491,204 in
grants in connection with our collaboration with the Hospital and CDN$225,000 from Canada-Israel Research and Development Foundation.
In addition, we received aggregate gross proceeds of CDN$490,000 pursuant to our convertible loan and an aggregate of CDN$75,000
from the sale of equity securities in December 2014 and March 2015.



On July 7, 2015, we closed a private placement
of convertible notes with a principal value of $325,000 and commenced the legal and financial processes of becoming an SEC registrant
and commencing a public offering.



36







On September 24, 2015, we filed our registration
statement on Form F-1, which was declared effective on April 4, 2016, for a public offering of up to 11,002,445 common shares and
warrants to purchase 11,002,445 common shares. The registration statement also included a prospectus for resale of up to 11,393,642
common shares issuable upon the conversion of certain convertible notes and 11,393,642 common shares issuable upon the exercise
of certain warrants offered by the selling shareholders named in the prospectus.



On June 14, 2016, we had a closing of the
offering of an aggregate of 6,503,667 common shares and warrants to purchase an aggregate of 6,503,667 common shares, for gross
proceeds of $266,000. Subsequent to the initial closing, on June 24, 2016, we had a second closing of the offering of an aggregate
of 1,589,242 common shares and warrants to purchase 1,589,242 common shares, for gross proceeds of $65,000. We received total gross
proceeds of $331,000 from the offering.





On November 14, 2016, we received notice from
the Financial Industry Regulatory Authority (“FINRA”) that pursuant to FINRA Rule 6432 and Rule 15c2-11 that our company
may initiate a priced quotation on the OTC Bulletin Board under the trading symbol EHVVF. On November 21, 2016, our common shares
were listed for trading on the OTCQB Venture Market. On April 30, 2019, our common shares were moved to the Pink Open Market because
we were unable able to cure our bid price deficiency.



On November 14, 2016, we entered into a
definitive securities purchase agreement to sell up to $1,500,026 of convertible promissory notes and warrants in multiple closings
in a private placement. We have used the net proceeds from the private placement to further the development of Ehave Connect, for
MegaTeam clinical trials, for general marketing and investor relations’ purposes, and for working capital. As of December
31, 2016, we received $259,357 of $309,357 of the firmly committed amount and waived $50,000 of the firmly committed amount for
future reassignment as permitted under the agreement. Certain lenders notified us that it will not elect to fund an aggregate of
$683,130 of additional loans and have permitted its reassignment, of which $489,368 has been reassigned. In the year ended December
31, 2017, we issued additional convertible promissory notes in an aggregate principal amount of $609,826 pursuant to the note and
warrant purchase agreement. As of December 31, 2017, we had received total proceeds of $869,183 pursuant to the note and warrant
purchase agreement. On September 24, 2018 we entered into a letter agreement to convert all outstanding convertible promissory
notes with aggregate principal amount of $869,183 into common shares of the company upon the closing of a bridge financing of up
to $500,000. On February 27, 2019, we closed the bridge loan and all such outstanding convertible promissory notes were converted
into 372,228,244 common shares, and all outstanding warrants were canceled.



On October 11, 2017, we entered into Investor
Letters, pursuant to which certain persons agreed to purchase securities of the Company on similar terms as certain offerings of
the Company that are consummated prior to December 31, 2017, or, if such an offering is not consummated, the purchase amount will
be converted into a secured promissory note that matures on January 31, 2018 (which, at the investor’s option, may be converted
into common shares of the Company). We received aggregate proceeds of $100,000. No such offerings were consummated prior to December
31, 2017, and such notes were converted into Unsecured Debentures on January 31, 2018 (see below), which have been converted into
common shares on February 27, 2019.



37







On November 15, 2017, we issued demand
non-interest bearing senior secured promissory notes in the aggregate principal amount of $196,237. Lenders of the promissory notes
were issued 2,133,333 common share warrants at an exercise price of $0.075 per share with an expiry date of November 16, 2022.
On January 31, 2018 $148,745 of the promissory notes were repaid and $47,932 of the promissory notes were exchanged for Unsecured
Debentures. On February 27, 2019, as part of the recapitalization, we entered into an agreement to cancel the warrants issued to
the lenders in exchange for 31,109,865 common shares.



On January 31, 2018, we entered into a
secured convertible debenture agreement (the “Secured Debentures”) for total proceeds of $1,218,620 (CDN$1,500,000),
issued in two installments. The Secured Debentures were secured against the general assets and intellectual property of the Company.
Under the terms of the Secured Debentures, the principal amount and accrued interest was convertible into our common shares at
a conversion price equal to 75% the issue price of common shares under a qualified offering. The conversion of the Secured Debentures
was at the option of the holder. At the time of conversion, the holder was to also receive an equal amount of common share purchase
warrants with an exercise price equal to the issue price. The Secured Debentures were due on July 31, 2018 and bore interest at
10% per annum. The initial installment of the Secured Debentures was issued on January 31, 2018 for proceeds of $609,310 (CDN$750,000).
On March 19, 2018, the final instalment of $573,307 (CDN$750,000) was received. On February 27, 2019, as part of the recapitalization,
we entered into an agreement to convert the Secured Debentures and right to receive warrants into 1,268,274,936 common shares.



On January 31, 2018, certain promissory
notes with an aggregate principal amount of $311,967 (CDN$384,000) outstanding at December 31, 2017 were exchanged for unsecured
convertible debentures (the “Unsecured Debentures”). From January 1, 2018 to January 31, 2018, we issued an additional
$20,098 (CDN$25,000) Unsecured Debentures for total proceeds of $332,065 (CDN$409,000). On March 19, 2018, an installment of the
Unsecured Debentures in the amount of $382,263 (CDN$500,000) was received. Under the terms of the Unsecured Debentures, the principal
amount and accrued interest was convertible into our common shares at a conversion price equal to 75% the issue price of common
shares under a qualified offering. The conversion of the Unsecured Debentures was at the option of the holder. At the time of conversion,
the holder was to also receive 120% of the amount of the common shares issued of common share purchase warrants with an exercise
price equal to the issue price. The Unsecured Debentures were due on July 31, 2018 and bore interest at 10% per annum. On February
27, 2019, we entered into an agreement to convert the Unsecured Debentures and the right to receive warrants an into 276,809,884
common shares.



On September 27, 2018, we issued demand
non-interest bearing senior secured promissory notes in the aggregate principal amount of $85,756 (CDN$111,110), including $11,110
of original issue discount. On February 27, 2019, promissory notes with an aggregate principal amount of $85,756 (CDN$111,110)
were exchanged for unsecured debentures for a bridge loan. On February 28, 2019, we entered into an agreement to convert the notes
into 54,203,662 common shares.



On October 31, 2018, we issued demand senior
secured promissory notes in the aggregate principal amount of $57,000.



On December 5, 2018, we entered into a
securities purchase agreement for $141,000 of promissory notes, including $13,000 of original issue discount. Under the terms of
the agreement, the principal amount and accrued interest is convertible into common shares of the Company at a conversion price
equal to 73% of the market price. The conversion of the debentures is at the option of the holder between 180 days following the
issue of the debentures and the maturity date. The debentures are due on December 5, 2019 and bear interest at 8% per annum.



On January 21, 2019, we issued a senior
secured promissory note in the aggregate principal amount of $263,192 (CDN$350,000). The secured promissory note is secured against
certain of our assets, including all development tax credits that the Company has applied for and receives. The loan is due on
May 21, 2020 and bears and interest rate at 20.07% per annum.



38







On January 28, 2019, we issued demand non-interest bearing senior
secured promissory notes in the aggregate principal amount of $85,756 (CDN$125,000), including $18,841(CDN$25,000) of original
issue discount.



On February 27, 2019, we entered into an
agreement to exchange $150,000 in fees owed to Scott Woodrow, a retired Director of the Company for 47,564,189 common shares of
the Company.



On February 27, 2019, we entered into an
agreement to exchange $100,000 in fees owed to KW Capital Partners Ltd. for 31,709,460 common shares of the Company.



On February 27, 2019, we entered into an
agreement to exchange $150,000 in fees and common shares owed to Bezalel Partners LLC for 47,564,189 common shares of the Company.



On February 27, 2019, we entered into agreements
to cancel options, cancel option anti-dilution clauses, and cancel employee severance liabilities in exchange for 304,437,002 common
shares of the company



On February 27, 2019, we entered into an
agreement to cancel 2,250,000 compensation warrants that had anti-rachet and anti-dilution provisions for 32,811,191 common shares
of the Company.



On March 26, 2019, we issued demand non-interest bearing senior
secured promissory notes in the aggregate principal amount of $98,351 (CDN$131,683), including $23,663 (CDN$31,683) of original
issue discount.



We earned total revenue of $610,596 during
the year ended December 31, 2018, for providing services pursuant to contracts we entered into with MedReleaf and credits related
to applications submitted for Ontario Interactive Digital Media Tax Credits.



The proceeds from these private placements
were used for general working capital purposes, particularly the development and marketing of our platform, Ehave Connect, which
is subject to the proposed Asset Sale (See “Item 4. Information on the Company—A. History and Development of the Company—Proposed
Sale of Ehave Connect Asset”).



Operating Activities



Net cash used in operating activities increased
to $1,422,077 for the year ended December 31, 2018, from $977,372 for the year ended December 31, 2017. The increase of $444,705
in net cash used in the year ended December 31, 2017 was primarily due to increased operating expenses as described above under
“–A. Operating Results—Operating Expenses.”



Investing Activities



Net cash provided by investing activities
decreased to (468,354) for the year ended December 31, 2018, from $450,229 for the year ended December 31, 2017. The decrease of
$918,583 in net cash provided in the year ended December 31, 2018, was primarily due to the effect of foreign exchange fluctuations.



Financing Activities



Net cash provided by financing activities
increased to $1,897,982 for the year ended December 31, 2018, from $524,033 for the year ended December 31, 2017. The increase
of $1,373,949 in net cash provided by financing activities in the year ended December 31, 2018 was primarily due to the increased
amount raised from the private placement of convertible notes and promissory notes raised in the year ended December 31, 2018,
compared to the year ended December 31, 2017.



39







| | C. | Research and Development, Patents, and Licenses, etc.
| | -- | -----------------------------------------------------



Ongoing research and development is critical
to our success. We seek to engage with reputable research and clinical institutions to access and assist tools and methods developed.
We hope to finance our research and development with government and research grants and internal funds. Our research and development
is comprised primarily of software development expenditures. We intend to continue to research and develop new technologies and
products for the mental health market. There can be no assurance that we can achieve any or all of our research and development
goals.



Excluding discontinued operations, we spent
$90,060 and $151,981 on software development in 2018 and 2017, respectively. These amounts were spent on the development or improvement
of our technologies and products, including salary paid to our employees engaged in research and development activities. See the
disclosure in “Item 4. Information on the Company—B. Business Overview” for further information on the Company’s
research and development policies.



| | D. | Trend Information
| | -- | -----------------



It is important to note that historical
patterns of expenditures cannot be taken as an indication of future expenditures.  The amount and timing of expenditures
and availability of capital resources vary substantially from period to period, depending on the level of development activity
being undertaken at any one time and the availability of funding from investors and prospective strategic partners. See discussion
in Parts A and B of Item 5:“Operating and Financial Review and Prospects” for a description of the trend information
relevant to us. Except as disclosed elsewhere in our annual report, we know of no trends, uncertainties, demands, commitments or
events that are reasonably likely to have a material effect on our liquidity or capital resources or that would cause reported
financial information not necessarily to be indicative of future operating results or financial conditions.



| | E. | Off-Balance Sheet Arrangements
| | -- | ------------------------------



We are not party to any transactions, agreements
or other contractual arrangements with unconsolidated entities whereby we have financial guarantees, subordinated retained interests,
derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or
any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market
risk or credit risk support.



| | F. | Tabular Disclosure of Contractual Obligations
| | -- | ---------------------------------------------



We have the following contractual obligations
as of December 31, 2018:



|Contractual Obligations       |  | Payments Due by Period |       
|----------------------------- |  | ---------------------- | ------
|                              |  | Total $                |       
|Capital lease obligations     |  |                        | -     
|Operating lease (1)           |  |                        | 56,131
|Purchase obligations          |  |                        | -     
|Other long term obligations   |  |                        | -     
|Total contractual obligations |  |                        | 56,131



Note:



| | (1) | Our operating leases are comprised of our office leases and exclude our portion of operating costs.
| | --- | ---------------------------------------------------------------------------------------------------



We expect to fund our capital expenditure
requirements and commitments with existing working capital.



40







| | G. | Safe Harbor
| | -- | -----------



We seek safe harbor for our forward-looking
statements contained in Items 5.E and F.  See “Cautionary Note Regarding Forward-Looking Statements”.



ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES



| | A. | Directors and Senior Management
| | -- | -------------------------------



The following table sets forth the names,
ages and positions of our current board members and executive officers:



|Name            |  | Age |  | Position with the Company                     |  | Director of theCompany Since
|--------------- |  | --- |  | --------------------------------------------- |  | ----------------------------
|Prateek Dwivedi |  | 47  |  | President, Chief Executive Officer, Director  |  | November 18, 2016           
|Binyomin Posen  |  | 27  |  | Chairman of the Board, Director               |  | August 21, 2018             
|Zeke Kaplan     |  | 34  |  | Director                                      |  | August 21, 2018             
|                |  |     |  |                                               |  |                             
|Dianne Parsons  |  | 55  |  | Acting Chief Financial Officer and Controller |  | Not applicable              
|David Goyette   |  | 58  |  | Chief Technology Officer                      |  | Not applicable              



The business address of our officers and
directors is c/o Ehave, Inc., 277 Lakeshore Road East, Suite 203, Oakville, Ontario, Canada L6J 6J3.



Our directors are elected for a term of
one year and serve until such director’s successor is duly elected and qualified. Our executive officer serves at the pleasure
of the Board of Directors. None of our directors have any family relationships with any of our other directors or executive officer.



Certain of our directors are associated
with other companies, which may give rise to conflicts of interest.  In accordance with the Business Corporations Act
(Ontario), directors who have a material interest in any person who is a party to a material contract or a proposed material contract
with us are required, subject to certain exceptions, to disclose that interest and abstain from voting on any resolution to approve
that contract.  In addition, the directors are required to act honestly and in good faith with a view to the best interests
of Ehave Inc.



We are not aware of any arrangement or
understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected
as a director or officer.



Biographies



Binyomin Posen, Chairman of the
Board, Director



Mr. Posen is a Senior Analyst at Plaza
Capital Limited, where he focuses on corporate finance, capital markets and helping companies to go public. After three and a half
years of studies overseas, he returned to complete his baccalaureate degree in Toronto. Upon graduating (on the Dean's List) he
began his career as an analyst at a Toronto boutique investment bank where his role consisted of raising funds for IPOs and RTOs,
business development for portfolio companies and client relations. He is currently director and senior officer at Agau Resources
Inc. and director of Senternet Phi Gamma Inc. and director and senior officer at Jiminex Inc.



Zeke Kaplan, Director



Mr. Kaplan is an entrepreneur committed
to sustainability and creativity in the Construction and Real Estate industries. Mr. Kaplan is also active in the technology and
cannabis industries. He earned a First Class Honors degree from McGill University and holds numerous construction accreditations
including being licensed by the City of Toronto.



41







Prateek Dwivedi, President, Chief
Executive Officer, Director



Prateek (Teek) Dwivedi is the chief executive
officer of Ehave, bringing 20 years of technology and healthcare leadership experience. Prior to joining Ehave in 2015, Teek led
Cancer Informatics at Princess Margaret Hospital at the University Health Network in Toronto, Canada. In this position, Teek was
responsible for building a next generation health and research informatics platform designed to capture and analyze cancer patient
data. From 2008 to 2011, Teek was the Vice President and Chief Information Officer at Mount Sinai Hospital in Toronto, where he
led a 170+ person team responsible for technology infrastructure. At Mount Sinai, Teek was instrumental in implementing a personalized
medicine informatics platform strategy.



Before his tenure at Mount Sinai, Teek
was the Vice President of Operations at AudienceView Ticketing, where he managed a team of 47 engineers. Teek has held key strategy
and product development positions at Cascada Mobile (exit via acquisition), Casero (exit via acquisition) and Solect Technology
group (exit via acquisition). Teek received his undergraduate and graduate degrees in Systems Design Engineering from the University
of Waterloo.



Dianne Parsons, Acting Chief Financial
Officer and Controller



Dianne Parsons was appointed as the acting
chief financial officer in April 2018. Prior to joining Ehave, Dianne has held senior financial officer positions focused on strategic
planning, operations and financial management in technology-based businesses, turnaround management situations, and manufacturing.
In addition to her role at Ehave, Ms. Parsons provides consulting services to Alpha Cancer Technologies Inc. since May 2016 and
has held a part time CFO position with Alpha Cancer Technologies Inc. since January 2017. Ms. Parsons holds a Master of Accounting
degree from the University of Waterloo and is a Chartered Professional Accountant and Chartered Accountant.



David Goyette, Chief Technology
Officer



David Goyette is the chief technology officer
of Ehave, Inc. Dave joined Ehave in December 2016 and brings over 30 years of technology, software architecture, and innovation
experience in healthcare, imaging solutions, embedded systems, distributed systems, and gaming. Dave’s most recent experience
includes the position of software architect for the Cancer Informatics program at Princess Margaret Hospital at University Health
Network in Toronto. Dave was also recently a software architect at Symcor, responsible for architecting and designing a next generation
platform to be used by new initiatives. Prior to these positions, Dave designed and implemented the next generation console and
analytic tools for Novadaq’s SPY fluorescent imaging platform (Dave co-authored several patents for this product). Before
Novadaq, Dave proposed a concept for a new MMOG game to the Montecito Picture Company, and partnered with them on developing the
concept and building a prototype in cooperation with a team of artists and game developers from Seneca at York.



Dave is experienced in building applications
for the Android ecosystem, and in building cross platform applications for Android and IOS. Dave’s other healthcare experience
includes the architecture and design for both the Philip and Hitachi Medical System MRI devices. Dave has been a trainer for Sun
Microsystems, and has successfully led technical teams on a score of other projects throughout his career. Dave received his undergraduate
degree in B.Math (double honours in Computer Science and C&O) from the University of Waterloo, and successfully completed 7
of the 9 courses required for an M.Eng degree from the University of Toronto.



| | B. | Compensation
| | -- | ------------



Directors



In the year ended December 31, 2018, each
director who is not a salaried employee of the Company earned a fee of $33,000, which will be paid in 2019.



Directors, annually, may elect to take
up to 100% of their respective annual retainer in either options or restricted share awards.



42







Officers



Summary Compensation Table



The following table sets forth information
concerning the total compensation paid to our officers in 2018. Our officers are paid fees in Canadian dollars. These amounts are
presented in U.S. dollars and have been converted at the average rate of exchange for 2018 ($1.00 = CDN$1.2961).



|Name and principal position                                                                                                                |  | Year |  |  | Salary $ |         |  | Share-basedawards$  (1) |  |     | Option-basedawards$  (1) |  |  | Bonus$ (4) |  |  | All other compensation $ |         |  | Total compensation $ | 
|------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- |  |  | -------- | ------- |  | ----------------------- |  | --- | ------------------------ |  |  | ---------- |  |  | ------------------------ | ------- |  | -------------------- | 
|Prateek Dwivedi                                                                                                                            |  | 2018 |  |  |          | 300,912 |  |                         |  | N/A |                          |  |  | 92,770     |  |  |                          | 150,456 |  |                      | 
|Chief Executive Officer                                                                                                                    |  | 2017 |  |  |          | 304,572 |  |                         |  | N/A |                          |  |  | 2,672      |  |  |                          | N/A     |  |                      | 
|(2)                                                                                                                                        |  | 2016 |  |  |          | 25,853  |  |                         |  | N/A |                          |  |  | 73,435     |  |  |                          | N/A     |  |                      | 
|                                                                                                                                           |  |      |  |  |          |         |  |                         |  |     |                          |  |  |            |  |  |                          |         |  |                      | 
|Scott Woodrow                                                                                                                              |  | 2018 |  |  |          | 0       |  |                         |  | N/A |                          |  |  | N/A        |  |  |                          | N/A     |  |                      | 
|Former President and Chief Executive Officer, Former Chief Financial Officer and VP of Corporate and Business Development, Former Director |  | 2017 |  |  |          | 0       |  |                         |  | N/A |                          |  |  | N/A        |  |  |                          | N/A     |  |                      | 
|(2)                                                                                                                                        |  | 2016 |  |  |          | 236,525 |  |                         |  | N/A |                          |  |  | N/A        |  |  |                          | N/A     |  |                      | 
|                                                                                                                                           |  |      |  |  |          |         |  |                         |  |     |                          |  |  |            |  |  |                          |         |  |                      | 
|David Goyette                                                                                                                              |  | 2018 |  |  |          | 154,309 |  |                         |  | N/A |                          |  |  | 109,812    |  |  |                          | 38,579  |  |                      | 
|Chief Technology Officer                                                                                                                   |  | 2017 |  |  |          | 154,214 |  |                         |  | N/A |                          |  |  | 137,086    |  |  |                          | N/A     |  |                      | 
|                                                                                                                                           |  | 2016 |  |  |          | 13,315  |  |                         |  | N/A |                          |  |  | N/A        |  |  |                          | N/A     |  |                      | 



43







Notes:



| | (1) | The value of share and option based awards are based on the grant date assumptions as disclosed
in Note 7 ” Stock Based Compensation” in our 2018 audited financial statements.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | On December 1, 2016, Mr. Woodrow resigned as President and Chief Executive Officer and Mr. Dwivedi
was appointed President and Chief Executive Officer. From October 2011 through April 2018, Scott served as the Company’s
Chief Financial Officer, and from July 31, 2018 through April 2018, Scott served as the Company’s VP Corporate and Business
Development. Mr. Woodrow served as a director of the Company from October 31, 2011, through February 15, 2019.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Consulting fees paid to NView Management Inc. pursuant to the Services Agreement with the Company,
dated January 15, 2017. Scott Woodrow is the president of the NView Management Inc.and provided services as Vice President Corporate
and Business Development.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Bonuses were declared in 2018 and remain outstanding at year end.
| | --- | -----------------------------------------------------------------



Narrative Discussion



We have entered into employment agreements
with each of the following Executive Officers (each an “Employment Agreement”).  Pursuant to the terms of
the Employment Agreements, the salary for the year 2018 are:



|Name and principal position |  | Year |  |  | Salary $(1) |        
|--------------------------- |  | ---- |  |  | ----------- | -------
|Mr. Prateek Dwivedi         |  | 2018 |  |  |             | 300,912
|Chief Executive Officer     |  |      |  |  |             |        
|Mr. David Goyette           |  | 2018 |  |  |             | 154,309
|Chief Technology Officer    |  |      |  |  |             |        



| | (1) | Our officers are paid fees in Canadian dollars. These amounts are presented in U.S. dollars and have been converted at the
rate of exchange ($1.00 = CDN$1.2961).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



Further, each executive officer is entitled
to additional benefits and performance-based bonuses. Such benefits relate to supplemental health care plans and travel allowances.
Performance based bonuses are based on the achievement of our plans and objectives and may be up to 100% of the base salary in
which a proportion may be paid in the form of additional stock options.  Each of the foregoing officers’ Employment
Agreements provides that such officer is subject to certain confidentiality and non-competition restrictions during and following
the course of his employment with the Company.



44







Prateek Dwivedi



Pursuant to the Employment Agreement with
Prateek Dwivedi, dated July 25, 2016, we appointed Mr. Dwivedi as our chief executive officer, his employment to begin upon our
achievement of the closure of a financing round in $500,000. Mr. Dwivedi began serving as our president and chief executive officer
as of December 1, 2016. Mr. Dwivedi’s annual base salary is set at $300,912 (CDN$390,000 converted at the rate of exchange
of $1.00 = CDN$1.2961), and he is eligible to receive a performance-based bonus from time to time, up to 100% of his annual base
salary, subject to the approval and reasonable discretion of the board of directors as may be delegated to our Compensation Committee
from time to time, in a combination of cash payments and the granting of option awards, again subject to the reasonable discretion
of the board of directors. Notwithstanding the foregoing, Mr. Dwivedi shall be paid his discretionary bonus in the form of cash
payments alone until he has received the equivalent of 50% of his annual base salary, after which time any additional discretionary
bonus payments may be made as a combination of cash payments or option awards, subject to the reasonable discretion of the board
of directors. On the date of Mr. Dwivedi’s hire, Mr. Dwivedi is entitled to receive an initial equity award of in the form
of participation in our incentive stock option plan, of 5% of our total outstanding common shares, subject to regulatory approval
(the “Initial Equity Award”). The Initial Equity Award will commence vesting immediately, with a vesting period of
six (6) months. Conditional upon completion of the next financing round of $10 million, we will grant to Mr. Dwivedi a single one-time
adjustment equity award in an amount sufficient to maintain his 5% share of our total outstanding common shares, subject to regulatory
approval (the “Adjustment Equity Award”). The Adjustment Equity Award will commence vesting immediately, with a vesting
period of twelve (12) months. In the event that Mr. Dwivedi’s employment with the Company is terminated without cause, vesting
of the Initial Equity Award and the Adjustment Equity Award will occur in the normal course, as if Mr. Dwivedi’s employment
had not terminated. If we terminate Mr. Dwivedi’s Employment Agreement for “cause” (as set forth in his Employment
Agreement), Mr. Dwivedi shall receive payment of any salary and vacation pay earned to the date of termination, and any stock options
will vest and be exercisable in accordance with the express terms of our stock option plan, as may be amended from time to time.
We may terminate Mr. Dwivedi’s Employment Agreement without “cause,” by providing 6 to 24 months’ pay,
depending on the duration of his service to the Company, in lieu of notice of termination, and Mr. Dwivedi will be entitled to
a discretionary bonus for the period of pay in lieu of notice calculated as the average of the discretionary bonus received by
him over the previous 3 years, or part thereof if his employment is terminated earlier than his 3rd anniversary date. Mr. Dwivedi
may terminate his Employment Agreement for any reason at any time with 3 months’ written notice to the Company. Mr. Dwivedi
may resign for “good reason” (as set forth in his Employment Agreement) within 60 days of him learning of the facts
that are the basis for the resignation for good reason. Upon Mr. Dwivedi’s written notice tendering of his resignation for
good reason, it shall be deemed that Mr. Dwivedi’s employment by the Company is terminated without cause. At the time of
Mr. Dwivedi’s appointment, Mr. Dwivedi was also appointed to the board of directors. On February 27, 2019, we entered into
an agreement with Mr. Dwivedi to amend his employment agreement to cancel his Adjustment Equity Award, cancel his outstanding options,
and cancel his termination without cause provisions in exchange for 253,654,987 common shares of the company, which constitutes
10% of the issued and outstanding common shares in the capital of the Company as of the date of the agreement.



David Goyette



On October 24, 2016, we entered into the
Employment Agreement with David Goyette as our chief technology officer, his employment to begin upon our achievement of the closure
of a financing round in CDN$500,000. Mr. Goyette began serving as our chief technology officer as of December 1, 2016. Mr. Goyette’s
annual base salary is set at $154,309 (CDN$200,000 converted at the rate of exchange of $1.00 = CDN$1.2961), and he is eligible
to receive a performance-based bonus from time to time, up to 25% of his annual base salary, in cash, subject to the approval and
sole discretion of the board of directors. On the date of Mr. Goyette’s hire, Mr. Goyette is entitled to receive an initial
equity award of 365,000 common shares, subject to regulatory approval. Such award will commence vesting immediately, with a vesting
period of 2 years. In the event that Mr. Goyette’s employment is terminated for any reason, vesting will cease immediately
on the date of termination, and any unvested options will be forfeited. If we terminate Mr. Goyette’s Employment Agreement
for “cause” (as set forth in his Employment Agreement), Mr. Goyette shall receive payment of any salary and vacation
pay earned to the date of termination. We may terminate Mr. Goyette’s Employment Agreement without “cause,” by
providing Mr. Goyette with the minimum notice (or pay in lieu of such notice) and severance pay (if any) to which he is entitled
under the Employment Standards Act, 2000 or any amended or replacement legislation, plus any other minimum rights, benefits and
entitlements to which he is entitled under the Employment Standards Act, 2000 at such time. Mr. Goyette may terminate his Employment
Agreement for any reason at any time with 2 months’ written notice to the Company. On February 27, 2019, we entered into
an agreement with Mr. Goyette to amend his employment agreement to cancel his outstanding options, and cancel his notice period
in exchange for 50,730,997 common shares of the Company, which constitute 2% of the issued and outstanding common shares in the
capital of the Company as of the date of the agreement.



Dianne Parsons



On April 28, 2018, we entered into a Services
Agreement with Dianne Parsons, C.P.A., pursuant to which, as a contractor, she will provide services as controller and chief financial
officer of the Company. The term of her engagement will continue until June 30, 2019, unless terminated by either the Company or
Dianne upon one month prior notice. In addition, the Company may immediately terminate the Services Agreement, with no other obligations,
upon default by Dianne in the performance of any of her obligations under the Services Agreement. For the term of the Services
Agreement, the Company agreed to pay Dianne CDN$60 per hour for controller activities and CDN$105 per hour for chief financial
officer activities.



45







We do not provide pension, retirement or
similar benefits to its directors and executive officers. No funds were set aside or accrued by the Company during the fiscal year
ended December 31, 2018, to provide pension, retirement or similar benefits to our directors or officers pursuant to any existing
plan provided or contributed to by us or our subsidiaries. We do not currently have a stock appreciation rights plan.



| | C. | Board Practices
| | -- | ---------------



Our directors are elected by the shareholders
at each Annual General Meeting (or Annual Special Meeting) and typically hold office until the next meeting, at which time they
may be re-elected or replaced.  Casual vacancies on the board are filled by the remaining directors and the persons filling
those vacancies hold office until the next Annual General Meeting (or Annual Special Meeting), at which time they may be re-elected
or replaced.  Our officers are appointed by the Board of Directors and hold office indefinitely at the pleasure of the
Board of Directors.



Directors’ Contracts



We receive a director’s consent from
each of the independent directors upon their acceptance of their director’s position.



We do not have any contracts with any of
its directors which provide for benefits upon the termination of employment.



Compensation Committee



Our compensation committee consists of
two outside, independent directors under Canadian law: Mr. Kaplan and Mr. Posen. Mr. Kaplan serves as chairman of the compensation
committee. The members of the compensation committee have not been officers of the company. Our compensation committee is responsible
for making recommendations to the board of directors regarding compensation terms for our officers and directors and for determining
salaries and incentive compensation for our executive officers and incentive compensation for our other employees and consultants.



Audit Committee



Our audit committee consists of Mr. Posen,
Mr. Kaplan and Mr. Dwivedi. Mr. Posen serves as chairman of the audit committee. The audit committee ensures that the Company’s
management has designed and implemented an effective system of internal financial controls, assesses the integrity of the financial
statements and related financial disclosure of the Company, and reviews the Company’s compliance with regulatory and statutory
requirements as they relate to financial statements, taxation matters and disclosure of financial information. The audit committee
also reports to the board of directors with respect to such matters and recommends the selection of independent auditors. Additionally,
the committee monitors and reports on the independence and performance of the Company’s independent auditors.



| | D. | Employees
| | -- | ---------



The following table sets out the number
of our employees at the end of each of the last three fiscal years by activity. All employees are located in Canada.





|Activity                 |  | 2018 |   |  | 2017 |  |   | 2016 | 
|------------------------ |  | ---- | - |  | ---- |  | - | ---- | 
|Research and development |  |      | 4 |  |      |  | 5 |      | 
|Operating                |  |      | 2 |  |      |  | 2 |      | 
|Total                    |  |      | 6 |  |      |  | 7 |      | 



46







| | E. | Share Ownership
| | -- | ---------------



The following table sets forth certain
information as of April 15, 2019, regarding the beneficial ownership of our common shares by each of our directors and all of our
executive officers and directors as a group.



|                                                   |  | Number of common sharesbeneficially owned  (1) |             |     | % ofOutstanding commonshares  (2) | 
|-------------------------------------------------- |  | ---------------------------------------------- | ----------- | --- | --------------------------------- | 
|Directors and Executive Officers                   |  |                                                |             |     |                                   | 
|Scott Woodrow                                      |  |                                                | 144,464,470 | (3) |                                   | 
|Prateek Dwivedi                                    |  |                                                | 253,654,987 |     |                                   | 
|David Goyette                                      |  |                                                | 50,730,997  |     |                                   | 
|Binyomin Posen                                     |  |                                                | -           |     |                                   | 
|Zeke Kaplan                                        |  |                                                | -           |     |                                   | 
|All officers and directors as a group (6 persons): |  |                                                | 429,073,117 |     |                                   | 



Notes:



| | (1) | Beneficial ownership is determined in accordance with the rules of the SEC and generally includes
voting or investment power with respect to securities. Ordinary shares relating to options currently exercisable or exercisable
within 60 days of the date of this table are deemed outstanding for computing the percentage of the person holding such securities
but are not deemed outstanding for computing the percentage of any other person. Except as indicated by footnote, and subject to
community property laws where applicable, the persons named in the table above have sole voting and investment power with respect
to all shares shown as beneficially owned by them.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Based on 2,541,383,906 common shares issued and outstanding on April 15, 2019.
| | --- | ------------------------------------------------------------------------------



| | (3) | Mr. Woodrow resigned from the board on February 15, 2019. Includes 13,973,623 common shares beneficially
owned by 2110345 Ontario Inc. and NView Management Inc. over which Mr. Woodrow has sole voting and dispositive power.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The following table sets forth the amount
and terms of options to acquire common shares of our Company we have granted to our directors, senior management and key employees:



|Name and office held                               |  | Number of Options(1) |           |  | Date of Grant |                   | Exercise Price |  |      | Expiry Date(1)
|-------------------------------------------------- |  | -------------------- | --------- |  | ------------- | ----------------- | -------------- |  | ---- | --------------
|                                                   |  |                      |           |  |               |                   |                |  |      |               
|Prateek Dwivedi Chief Executive Officer, President |  |                      | 2,808,359 |  |               | November 28, 2016 |                |  | 0.12 |               
|David Goyette Chief Technology Officer             |  |                      | 433,000   |  |               | January 12, 2017  |                |  | 0.50 |               
|Prateek Dwivedi Chief Executive Officer, President |  |                      | 1,404,118 |  |               | October 20, 2017  |                |  | 0.08 |               
|David Goyette Chief Technology Officer             |  |                      | 274,415   |  |               | October 20, 2017  |                |  | 0.08 |               
|Prateek Dwivedi Chief Executive Officer, President |  |                      | 1,235,100 |  |               | March 27, 2018    |                |  | 0.06 |               
|Prateek Dwivedi Chief Executive Officer, President |  |                      | 1,235,100 |  |               | March 27, 2018    |                |  | 0.12 |               
|Prateek Dwivedi Chief Executive Officer, President |  |                      | 1,235,100 |  |               | March 27, 2018    |                |  | 0.20 |               
|Total:                                             |  |                      | 8,625,192 |  |               |                   |                |  |      |               



| | (1) | On February 27, 2019, we entered into agreements with Mr. Dwivedi and Mr. Goyette to amend their
employment agreements to cancel their outstanding options in exchange for common shares of the company.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

47







Option Plan



Our Stock Option Plan (“SOP”)
sets the maximum number of common shares which may be issued under options granted pursuant to the SOP which shall be 15% of the
number of issued and outstanding common shares of the Company.



The SOP authorizes the board of directors
of the Company or a committee of the board of directors to issue options to directors, officers, employees and consultants of the
Company.



The purpose of the SOP is to provide consultants,
officers, directors and employees with a proprietary interest in the Company in order to: (i) increase the interest in the Company’s
welfare of those individuals who share primary responsibility for the management, growth and protection of the business of the
Company; (ii) furnish an incentive to such individuals to continue providing their services to the Company and its subsidiaries;
and (iii) provide a means through which the Company and its subsidiaries may attract qualified persons to engage as consultants,
officers, directors and employees.



ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



| | A. | Major Shareholders
| | -- | ------------------



The following table lists the beneficial
ownership of our securities as of April 15, 2019 by each person known by us to be the beneficial owner of 5% or more of the outstanding
shares of any class of our securities. As of April 15, 2019, 2,541,383,906 of our ordinary shares were outstanding. As at April
15, 2019, with the exception of Shareholders disclosed in “Item 6.E Share Ownership”, we are not aware of any shareholder
who beneficially owns, directly or indirectly, or exercises control or direction over, our common shares, of more than 5% of the
outstanding common shares.



|Name of Beneficial Owner       |  | Number ofSharesBeneficiallyOwned |               |  | Percentage of SharesOutstanding | 
|------------------------------ |  | -------------------------------- | ------------- |  | ------------------------------- | 
|Rocfrim, Inc. (1)(2)           |  |                                  | 192,907,759   |  |                                 | 
|                               |  |                                  |               |  |                                 | 
|Anthony Heller (3)             |  |                                  | 1,154,991,372 |  |                                 | 
|                               |  |                                  |               |  |                                 | 
|Sruli Weinreb (3)              |  |                                  | 1,154,991,372 |  |                                 | 
|                               |  |                                  |               |  |                                 | 
|Eisenberg Family Foundation(4) |  |                                  | 9,088,710     |  |                                 | 
|                               |  |                                  |               |  |                                 | 
|Wannigan Partners(5)           |  |                                  | 152,260,580   |  |                                 | 



| | (1) | Includes (i) 697,248 shares held by Rocpart Inc. ("Rocpart") over which Mr. Kaplan, as President of Rocpart
has sole voting and dispositive power and (ii) 5,476,772 shares held by Rocfrim over which Mr. Kaplan has sole voting and dispositive
power.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Jesse Kaplan, President of Rocfrim has sole voting and dispositive power over shares held by Rocfrim.
| | --- | -----------------------------------------------------------------------------------------------------

| | (3) | Includes 286,220,455 common shares directly held by Plazacorp Investments Limited and 868,770,917 common shares held directly
by KW Capital Partners Ltd. Anthony Heller is the sole owner of Plazacorp Investments Limited. Anthony Heller and Sruli Weinreb
share voting and dispositive power over shares held by Plazacorp Investments Limited and may be deemed to beneficially own the
securities held by Plazacorp Investments Limited. KW Capital Partners Ltd. is wholly-owned by Helmsquire Holdings Limited. Anthony
Heller is the sole owner of Helmsquire Holdings Limited. Anthony Heller and Sruli Weinreb share voting and dispositive power over
shares held by KW Capital Partners Ltd. and may be deemed to beneficially own the securities held by KW Capital Partners Ltd.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



48







| | (4) | Solomon Eisenberg has sole voting and dispositive power over shares held by Eisenberg Family Foundation.
| | --- | --------------------------------------------------------------------------------------------------------



| | (5) | Scott Coleman, Vice President of Wannigan Partners has sole voting and dispositive power over shares
held by Wannigan Partners
| | --- | ------------------------------------------------------------------------------------------------------------------------------



The voting rights of our major shareholders
do not differ from the voting rights of holders of our shares who are not major shareholders. Each of the above listed securities
entitles the holder to one vote at our company’s shareholder meetings.



Changes in Percentage Ownership by
Major Shareholders



As of April 15, 2019, Mr. Woodrow, a founder
of the Company, beneficially owned 144,464,470 common shares, or 5.7%, of our then outstanding common shares.



As of May 14, 2018, Mr. Woodrow, beneficially
owned 19,777,338 common shares, or 27.73%, of our then outstanding common shares.



As of May 15, 2017, Mr. Woodrow beneficially
owned 19,777,338 common shares, or 27.73%, of our then outstanding common shares.



As of March 10, 2016, Romena Holdings Inc.
beneficially owned 5,000,000 common shares, or 17.81%, of our then outstanding common shares.



As of April 15, 2019 Rocfrim Inc. beneficially
owned 192,907,759 common shares, or 7.6%, of our then outstanding common shares.



As of May 14, 2018, Rocfrim Inc. beneficially
owned 7,840,882 common shares, or 10.84%, of our then outstanding common shares.



As of May 15, 2017, Rocfrim Inc. beneficially
owned 7,449,646 common shares, or 9.6%, of our then outstanding common shares.



As of March 10, 2016, Rocfrim Inc. beneficially
owned 5,476,772 common shares, or 16.32% of our then outstanding common shares.



As of April 15, 2019, Plazacorp Investments
Limited beneficially owned 286,220,455 common shares, or 11.3%, of our then outstanding common shares.



As of May 14, 2018, Plazacorp Investments
Limited beneficially owned 8,601,992 common shares, or 11.9%, of our then outstanding common shares.



As of May 15, 2017, Plazacorp Investments
Limited beneficially owned 7,567,951 common shares, or 9.84%, of our then outstanding common shares.



As of March 10, 2016, Plazacorp Investments
Limited beneficially owned 5,476,772 common shares, or 16.32% of our then outstanding common shares.



As of May 14, 2018, David Stefansky beneficially
owned 7,612,477 common shares, or 9.99%, of our then outstanding common shares.



As of May 15, 2017, David Stefansky beneficially
owned 7,567,951 common shares, or 9.84%, of our then outstanding common shares. Includes 5,590,791 common shares and shares issuable
upon exercise of warrants beneficially owned by Bezalel Partners, LLC over which Mr. Stefansky has sole voting and dispositive
power.



49







As of March 10, 2016, David Stefansky beneficially
owned 7,546,781 common shares, or 9.81% of our then outstanding common shares.



As of April 15, 2019, Eisenberg Family
Foundation beneficially owned 130,887,307 common shares, or 12.57%, of our then outstanding common shares. Solomon Eisenberg has
sole voting and dispositive power over shares held by Eisenberg Family Foundation.



As of May 14, 2018, Eisenberg Family Foundation
beneficially owned 9,088,710 common shares, or 5.2%, of our then outstanding common shares.



As of April 15, 2019, Prateek Dwivedi beneficially
owned 253,654,987 common shares, or 10% of our then outstanding common shares.



As of April 15, 2019, KW Capital Partners
Ltd beneficially owned 868,770,917 common shares, or 34.2% of our then outstanding common shares.



As of April 15, 2019, Wannigan Partners
beneficially owned 152,260,580 common shares, or 6.0% of our then outstanding common shares.



Shares Held in the United States



The following table indicates, as of April
15, 2019, the total number of common shares issued and outstanding, the approximate total number of holders of record of common
shares, the number of holders of record of common shares with U.S. addresses, the portion of the outstanding common shares
held by U.S. holders of record, and the percentage of common shares held by U.S. holders of record. This table does not
indicate beneficial ownership of common shares.



|Total Number of Holders of Record |  | Total Number of Common Shares Issued and Outstanding |               |  | Number of US Holders of Record |  |    | Number of Common Shares Held by US Holders of Record |  |  | Percentage of Common Shares Held by US Holders of Record | 
|--------------------------------- |  | ---------------------------------------------------- | ------------- |  | ------------------------------ |  | -- | ---------------------------------------------------- |  |  | -------------------------------------------------------- | 
|64                                |  |                                                      | 2,541,383,906 |  |                                |  | 17 |                                                      |  |  | 394,895,359                                              | 



Change of Control



As of April 15, 2019, there were no arrangements
known to the Company which may, at a subsequent date, result in a change of control of the Company.



Control by Others



To the best of the Company’s knowledge, the Company is
not directly or indirectly owned or controlled by another corporation, any foreign government, or any other natural or legal person,
severally or jointly.



| | B. | Related Party Transactions
| | -- | --------------------------



Other than the transactions described below,
since January 1, 2018, we entered into related party transactions as follows:



| | · | We have entered into employment contracts with each of our officers (see Item 6).
| | - | ---------------------------------------------------------------------------------

| | · | On January 31, 2018, the Company entered into a secured convertible debenture agreement (the “Secured
Debentures”) for total proceeds of $1,218,620 (CDN$1,500,000), issued in two installments. On February 27, 2019, we entered
into an agreement to convert the note into 1,268,274,936 common shares of the Company.  Binyomin Posen and Zeke Kaplan, directors of the Company, have personal and business relations with
some of the lenders.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



50







| | · | On January 31, 2018, promissory notes with an aggregate principal amount of $311,967 (CDN$384,000)
outstanding at December 31, 2017 were exchanged for unsecured convertible debentures (the “Unsecured Debentures”).
On February 27, 2019, we entered into an agreement to convert the note into 276,809,884 common shares of the Company. Binyomin
Posen and Zeke Kaplan, directors of the Company, have personal and business relations with some of the lenders.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | On September 27, 2018, we issued demand non-interest bearing senior secured promissory notes in
the aggregate principal amount of $85,756 (CDN$111,110), including $11,110 of original issue discount. On February 27, 2019, promissory
notes with an aggregate principal amount of $85,756 (CDN$111,110) were exchanged for unsecured debentures for a bridge loan. On
February 28, 2019, we entered into an agreement to convert the note into 54,203,662 common shares of the Company. Binyomin Posen
and Zeke Kaplan, directors of the Company, have personal and business relations with some of the lenders.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | On January 28, 2019, we issued demand non-interest bearing senior secured promissory notes in the
aggregate principal amount of $85,756 (CDN$125,000), including $18,841(CDN$25,000) of original issue discount. Binyomin Posen and
Zeke Kaplan, directors of the Company, have personal and business relations with some of the lenders.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | On February 27, 2019, we entered into agreements to exchange $400,000 in fees for 126,837,838 common
shares of the Company. Binyomin Posen and Zeke Kaplan, directors of the Company, have personal and business relations with one
of the vendors who exchanged fees.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | On March 26, 2019, we issued demand non-interest bearing senior secured promissory notes in the
aggregate principal amount of $98,351 (CDN$131,683), including $23,663 (CDN$31,683) of original issue discount. Binyomin Posen
and Zeke Kaplan, directors of the Company, have personal and business relations with some of the lenders.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | On October 30, 2018, we entered in an agreement with CHT, for the use of Ehave Connect whereby CHT will
acquire the exclusive rights to Ehave Connect for use in companion animals. Scott Woodrow, a former director and former executive
officer of the Company, is the President and a minority shareholder of CHT. On April 18, 2019, we and CHT agreed that upon closing
of the Asset Sale, the CHT Agreement shall be terminated, and we, as consideration, within ten business days following the date
of the closing of the Asset Sale, shall pay CHT, in cash, up to CAD$242,000, provided that the agreement to terminate the CHT Agreement
and our obligation to pay CHT shall no longer be effective if the closing of the Asset Sale does not occur on or prior to June
30, 2019 (See “Item 4. Information on the Company—A. History and Development of the Company—Proposed Sale of
Ehave Connect Asset”).
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | C. | Interests of Experts and Council
| | -- | --------------------------------



Not applicable



ITEM 8. FINANCIAL INFORMATION



| | A. | Statements and Other Financial Statements
| | -- | -----------------------------------------



Financial Statements



The financial statements filed as part
of this annual report are filed under Item 18.



Legal Proceedings



The directors and the management of the
Company do not know of any material, active or pending, legal proceedings against them; nor is the Company involved as a plaintiff
in any material proceeding or pending litigation.



The directors and the management of the
Company know of no active or pending proceedings against anyone that might materially adversely affect an interest of the Company.



Dividend Policy



We have not paid any dividends on our common
shares.  We anticipate that, for the foreseeable future, we will retain any future earnings to support operations and
to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends for at least the next
several years. We may pay dividends on our common shares in the future if we generate profits and in accordance with the Business
Corporations Act (Ontario).  Any decision to pay dividends on common shares in the future will be made by the board of
directors on the basis of the earnings, financial requirements and other conditions existing at such time.



51







| | B. | Significant Changes
| | -- | -------------------



Except as otherwise disclosed in this
Annual Report on Form 20-F, no significant change has occurred since December 31, 2018.



ITEM 9. THE OFFER AND LISTING



| | A. | Offering and Listing Details
| | -- | ----------------------------





Our common shares are quoted on the Pink Open
Market under the symbol “EHVVF.” Our common shares were quoted on the OTCQB Venture Market under the symbol “EHVVF”
from November 21, 2016, until they were removed to the Pink Open Market on April 30, 2019, because we were unable to cure our bid
price deficiency. Prior to being quoted on the OTCQB Venture Market, there was no established market for our common shares. Our
common shares trade and have traded on a limited or sporadic basis and should not be deemed to constitute an established public
trading market. Broker-dealers often decline to trade in over-the-counter stocks that are quoted on the Pink Open Market given
the market for such securities are often limited, the stocks are more volatile, and the risk to investors is greater. These factors
may reduce the potential market for our common shares by reducing the number of potential investors. This may make it more difficult
for investors in our common shares to sell shares to third parties or to otherwise dispose of their shares. This could cause our
share price to decline, and there is no assurance that there will be liquidity in our common shares.



In addition, The Securities Enforcement and Penny Stock Reform Act
of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as
a penny stock. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market
price of less than $5.00 per share, subject to a few exceptions which we do not meet. Unless an exception is available, the regulations
require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market
and the risks associated therewith.



We expect the share consolidation, expected
to be effective as of May 27, 2019, to cure the bid price deficiency; however, the expected increase in the price of our common
shares from the share consolidation may not be maintained, and there can be no assurance that the market price of our common shares
following the share consolidation will remain above the minimum bid price requirement to restore or maintain eligibility for quotation
of our common shares on OTCQB Venture Market.



| | B. | Plan of Distribution
| | -- | --------------------



Not applicable



| | C. | Markets
| | -- | -------





Our common shares are quoted on the Pink Open
Market under the symbol “EHVVF”.



| | D. | Selling Shareholders
| | -- | --------------------



Not applicable



| | E. | Dilution
| | -- | --------



Not applicable



| | F. | Expenses of the Issue
| | -- | ---------------------



Not applicable



ITEM 10.  ADDITIONAL
INFORMATION



| | A. | Share Capital
| | -- | -------------



Not applicable



| | B. | Memorandum and Articles of Association
| | -- | --------------------------------------



Articles of Continuance



We are governed by our amended articles
of incorporation (the “Articles”) under the Business Corporations Act of Ontario (the “Act”) and by our
by-laws (the “By-laws”). Our Articles provide that there are no restrictions on the business we may carry on or
on the powers we may exercise. Companies incorporated under the Act are not required to include specific objects or purposes in
their articles or by-laws.



Directors



Subject to certain exceptions, including
in respect of voting on any resolution to approve a contract that relates primarily to the director’s remuneration, directors
may not vote on resolutions to approve a material contract or material transaction if the director is a party to such contract
or transaction. The directors are entitled to remuneration as shall from time to time be determined by the Board of Directors with
no requirement for a quorum of independent directors. The directors have the ability under the Act to exercise our borrowing power,
without authorization of the shareholders. The Act permits shareholders to restrict this authority through a company’s articles
or by-laws (or through a unanimous shareholder agreement), but no such restrictions are in place for us. Our Articles and By-laws
do not require directors to hold shares for qualification.



52







Rights, Preferences and Dividends Attaching
to Shares



The holders of common shares have the right
to receive dividends if and when declared. Each holder of common shares, as of the record date prior to a meeting, is entitled
to attend and to cast one vote for each common share held as of such record date at such annual and/or special meeting, including
with respect to the election or re-election of directors. Subject to the provisions of our By-laws, all directors may, if still
qualified to serve as directors, stand for re-election. The numbers of our Board of Directors are not replaced at staggered intervals
but are elected annually.



On a distribution of assets on a winding-up,
dissolution or other return of capital (subject to certain exceptions) the holders of common shares shall have a right to receive
their pro rata share of such distribution. There are no sinking fund or redemption provisions in respect of the common
shares. Our shareholders have no liability to further capital calls as all shares issued and outstanding are fully paid and non-assessable.



No other classes of shares are currently
permitted to be issued.



Action Necessary to Change the Rights
of Shareholders



The rights attaching to the different classes
of shares may be varied by special resolution passed at a meeting of that class’s shareholders.



Annual and Special Meetings of Shareholders



Under the Act and our By-laws, we are required
to mail a Notice of Meeting and Management Information Circular to registered shareholders not less than 21 days and not more
than 50 days prior to the date of the meeting. Such materials must be filed concurrently with the applicable securities regulatory
authorities in Canada and the US.  Subject to certain provisions of the By-laws, a quorum of two or more shareholders
in person or represented by proxy holding or representing by proxy not less than five (5%) percent of the total number of issued
and outstanding shares enjoying voting rights at such meeting is required to properly constitute a meeting of shareholders.  Shareholders
and their duly appointed proxies and corporate representatives are entitled to be admitted to our annual and/or special meetings.



Limitations on the Rights to Own Shares



The Articles do not contain any limitations
on the rights to own shares. Except as described below, there are currently no limitations imposed by Canadian federal or provincial
laws on the rights of non-resident or foreign owners of Canadian securities to hold or vote the securities held. There are also
no such limitations imposed by the Articles and By-laws with respect to our common shares.



Disclosure of Share Ownership



In general, under applicable securities
regulation in Canada, a person or company who beneficially owns, directly or indirectly, voting securities of an issuer or who
exercises control or direction over voting securities of an issuer or a combination of both, carrying more than 10% of the voting
rights attached to all the issuer’s outstanding voting securities is an insider and must, within 10 days of becoming
an insider, file a report in the required form effective the date on which the person became an insider. The report must disclose
any direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer. Additionally,
securities regulation in Canada provides for the filing of a report by an insider of a reporting issuer whose holdings change,
which report must be filed within 10 days from the day on which the change takes place.



The rules in the US governing the ownership
threshold above which shareholder ownership must be disclosed are more stringent than those discussed above. Section 13 of the
Exchange Act imposes reporting requirements on persons who acquire beneficial ownership (as such term is defined in Rule 13d-3
under the Exchange Act) of more than 5% of a class of an equity security registered under Section 12 of the Exchange Act.  In
general, such persons must file, within 10 days after such acquisition, a report of beneficial ownership with the SEC containing
the information prescribed by the regulations under Section 13 of the Exchange Act. This information is also required to be
sent to the issuer of the securities and to each exchange where the securities are traded.



53







Other Provisions of Articles and By-laws



There are no provisions in the Articles
or By-laws:



| | · | delaying or prohibiting a change in control of our company that operate only with respect to a
merger, acquisition or corporate restructuring;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------



| | · | discriminating against any existing or prospective holder of shares as a result of such shareholder
owning a substantial number of shares;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



| | · | requiring disclosure of share ownership; or
| | - | -------------------------------------------



| | · | governing changes in capital, where such provisions are more stringent than those required by law.
| | - | --------------------------------------------------------------------------------------------------



| | C. | Material Contracts
| | -- | ------------------



We have employment contracts with our chief
executive officer and our chief technology officer as summarized in Item 6B.



On March 22, 2019, we entered into an Asset Purchase Agreement
with Zyus Life Sciences Inc., pursuant to which the Company will sell to Zyus all of the Company’s intellectual property
and license, marketing, and development agreements relating to its health informatics Ehave Connect platform. See “Item 4.
Information on the Company—A. History and Development of the Company—Proposed Sale of Ehave Connect Asset”)



On February 27, 2019, we entered into an
agreement to cancel 2,250,000 compensation warrants that had anti-rachet and anti-dilution provisions for 32,811,191 common shares
of the Company.



On February 27, 2019, we entered into agreements to exchange
$400,000 in fees for 126,837,838 common shares of the Company.



On February 27, 2019, we entered an agreement
with Mr. Dwivedi to amend his employment agreement to cancel his Adjustment Equity Award, cancel his outstanding options, and cancel
his termination without cause provisions in exchange for 253,654,987 common shares of the company, which will constitute 10% of
the issued and outstanding common shares in the capital of the Company as of the date of the agreement.



On February 27, 2019, we entered into an agreement with Mr.
Goyette to amend his employment agreement to cancel his outstanding options, and cancel his notice period in exchange for 50,730,997
common shares of the company, which will constitute 2% of the issued and outstanding common shares in the capital of the Company
as of the date of the agreement.



On October 30, 2018, we entered in the CHT Agreement for the use of Ehave Connect whereby CHT would acquire
the exclusive rights to Ehave Connect for use in companion animals. On April 18, 2019, we and CHT agreed that upon closing of the
Asset Sale, the CHT Agreement shall be terminated, and we, as consideration, within ten business days following the date of the
closing of the Asset Sale, shall pay CHT, in cash, up to CAD$242,000, which includes up to $37,000 for legal fees that CHT incurred
in connection with the CHT Agreement, provided that the agreement to terminate the CHT Agreement and our obligation to pay CHT
shall no longer be effective if the closing of the Asset Sale does not occur on or prior to June 30, 2019 (See “Item 4. Information
on the Company—A. History and Development of the Company—Proposed Sale of Ehave Connect Asset”).”



On September 27, 2018, we issued demand non-interest bearing
senior secured promissory notes in the aggregate principal amount of $85,756 (CDN$111,110), including $11,110 of original issue
discount. On February 27, 2019, promissory notes with an aggregate principal amount of $85,756 (CDN$111,110) were exchanged for
unsecured debentures for a bridge loan. On February 28, 2019, we entered into an agreement to convert the note into 54,203,662
common shares of the Company.



On April 6, 2018, we signed an amendment
to the lease of our office space in Oakville, Ontario, for a period of two years, commencing on May 1, 2018 and expiring on May
1, 2020. The total monthly payment under the sublease is $1,607, plus any applicable fees and taxes.



54







On January 31, 2018, the Company entered
into a secured convertible debenture agreement (the “Secured Debentures”) for total proceeds of $1,218,620 (CDN$1,500,000),
issued in two installments. The Secured Debentures are secured against certain of our assets. Under the terms of the Secured Debentures,
the principal amount and accrued interest is convertible into common shares of the Company at a conversion price equal to 75% the
issue price of common shares under a qualified offering. The conversion of the Secured Debentures is at the option of the holder.
At the time of conversion, the holder will also receive an equal amount of common share purchase warrants with an exercise price
equal to the issue price. The Secured Debentures are due on July 31, 2018 and bear interest at 10% per annum. The initial installment
of the Secured Debentures was issued on January 31, 2018 for proceeds of $609,310 (CDN$750,000). On March 19, 2018, the final instalment
of $573,307 (CDN$750,000) was received. The Secured Debentures are secured against the general assets and intellectual property
of the Company. On February 27, 2019, we entered into an agreement to convert the note into 1,268,274,936 common shares of the
Company.



On January 31, 2018, promissory notes with
an aggregate principal amount of $311,967 (CDN$384,000) outstanding at December 31, 2017 were exchanged for unsecured convertible
debentures (the “Unsecured Debentures”). From January 1, 2018 to January 31, 2018, the Company issued an additional
$20,098 (CDN$25,000) Unsecured Debentures for total proceeds of $332,065 (CDN$409,000). On March 19, 2018, an installment of the
Unsecured Debentures in the amount of $382,263 (CDN$500,000) was received. Under the terms of the Unsecured Debentures, the principal
amount and accrued interest is convertible into common shares of the Company at a conversion price equal to 75% the issue price
of common shares under a qualified offering. The conversion of the Unsecured Debentures is at the option of the holder. At the
time of conversion, the holder will also receive 120% of the amount of the common shares issued of common share purchase warrants
with an exercise price equal to the issue price. The Unsecured Debentures are due on July 31, 2018 and bear interest at 10% per
annum. On February 27, 2019, we entered into an agreement to convert the note into 276,809,884 common shares of the Company.



On November 15, 2017, we issued demand
non-interest bearing senior secured promissory notes in the aggregate principal amount of $196,237. Lenders of the promissory notes
were issued 2,133,333 common share warrants at an exercise price of $0.075 per share with an expiry date of November 16, 2022.
On January 31, 2018 $148,745 of the promissory notes were repaid and $47,932 of the promissory notes were exchanged for Unsecured
Debentures. On February 27, 2019, we entered into an agreement to cancel the warrants in exchange for 31,109,865 common shares
of the Company.



On September 12, 2017, we entered into
a consulting agreement with Bull Media Consulting LLC, for a period of 3 months, commencing September 15, 2017 for financial advisory,
strategic business panning, and investor relations services. The total monthly cost is $10,000 per month.



| | D. | Exchange Controls
| | -- | -----------------



Canada has no system of exchange controls.
There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors.
There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other
payments to non-resident holders of our securities, except as discussed below in Section E,  Taxation.



Restrictions on Share Ownership by Non-Canadians



There are no limitations under the laws
of Canada or in our organizational documents on the right of foreigners to hold or vote securities of our company, except that
the Investment Canada Act (the “Investment Canada Act”) may require review and approval by the Minister of Industry
(Canada) of certain acquisitions of “control” of our Company by a “non-Canadian.”



Investment Canada Act



Under the Investment Canada Act, transactions
exceeding certain financial thresholds, and which involve the acquisition of control of a Canadian business by a non-Canadian,
are subject to review and cannot be implemented unless the Minister of Industry and/or, in the case of a Canadian business engaged
in cultural activities, the Minister of Canadian Heritage, are satisfied that the transaction is likely to be of “net benefit
to Canada”. If a transaction is subject to review (a “Reviewable Transaction”), an application for review
must be filed with the Investment Review Division of Industry Canada and/or the Department of Canadian Heritage prior to the implementation
of the Reviewable Transaction. The responsible Minister is then required to determine whether the Reviewable Transaction is likely
to be of net benefit to Canada taking into account, among other things, certain factors specified in the Investment Canada Act
and any written undertakings that may have been given by the applicant. The Investment Canada Act contemplates an initial review
period of up to 45 days after filing; however, if the responsible Minister has not completed the review by that date, the
Minister may unilaterally extend the review period by up to 30 days (or such longer period as may be agreed to by the
applicant and the Minister) to permit completion of the review. Direct acquisitions of control of most Canadian businesses by or
from World Trade Organization (“WTO”) investors are reviewable under the Investment Canada Act only if, in the case
of an acquisition of voting securities, the value of the worldwide assets of the Canadian business or, in the case of an acquisition
of substantially all the assets of a Canadian business, the value of those assets exceed C$295 million for the year 2008 (this
figure is adjusted annually to reflect inflation). Indirect acquisitions (e.g., an acquisition of a US corporation with a Canadian
subsidiary) of control of such businesses by or from WTO investors are not subject to review, regardless of the value of the Canadian
businesses’ assets. Significantly lower review thresholds apply where neither the investor nor the Canadian business is WTO
investor controlled or where the Canadian business is engaged in uranium mining, certain cultural businesses, financial services
or transportation services.



55







Even if the transaction is not reviewable
because it does not meet or exceed the applicable financial threshold, the non-Canadian investor must still give notice to Industry
Canada and, in the case of a Canadian business engaged in cultural activities, Canadian Heritage, of its acquisition of control
of a Canadian business within 30 days of its implementation.



Competition Act



The Competition Act (Canada) (the “Competition
Act”) requires that a pre-merger notification filing be submitted to the Commissioner of Competition (the “Commissioner”)
in respect of proposed transactions that exceed certain financial and other thresholds. If a proposed transaction is subject to
pre-merger notification, a pre-merger notification filing must be submitted to the Commissioner and a waiting period must expire
or be waived by the Commissioner before the transaction may be completed. The parties to a proposed transaction may choose to submit
either a short-form filing (in respect of which there is a 14-day statutory waiting period) or a long-form filing (in respect
of which there is a 42-day statutory waiting period). However, where the parties choose to submit a short-form filing, the Commissioner
may, within 14 days, require that the parties submit a long-form filing, in which case the proposed transaction generally
may not be completed until 42 days after the long-form filing is submitted by the parties.



The Commissioner may, upon request, issue
an advance ruling certificate (“ARC”) in respect of a proposed transaction where she is satisfied that she would not
have sufficient grounds on which to apply to the Competition Tribunal for an order under the merger provisions of the Competition
Act. If the Commissioner issues an ARC in respect of a proposed transaction, the transaction is exempt from the pre-merger notification
provisions. In addition, if the transaction to which the ARC relates is substantially completed within one year after the ARC is
issued, the Commissioner cannot seek an order of the Competition Tribunal under the merger provisions of the Competition Act in
respect of the transaction solely on the basis of information that is the same or substantially the same as the information on
the basis of which the ARC was issued.



If the Commissioner is unwilling to issue
an ARC, she may nevertheless issue a “no action” letter waiving notification and confirming that she is of the view
that grounds do not then exist to initiate proceedings before the Competition Tribunal under the merger provisions of the Competition
Act with respect to the proposed transaction, while preserving, during the three years following completion of the proposed transaction,
her authority to initiate proceedings should circumstances change.



Regardless of whether pre-merger notification
is required, the Commissioner may apply to the Competition Tribunal (a special purpose tribunal) for an order under the merger
provisions of the Competition Act. If the Competition Tribunal finds that the transaction is or is likely to prevent or lessen
competition substantially, it may order that the parties not proceed with the transaction or part of it or, in the event that the
transaction has already been completed, order its dissolution or the disposition of some of the assets or shares involved. In addition,
the Competition Tribunal may, with the consent of the person against whom the order is directed and the Commissioner, order that
person to take any other action as is deemed necessary to remedy any substantial lessening or prevention of competition that the
Competition Tribunal determines would or would likely result from the transaction.



| | E. | Taxation
| | -- | --------



CERTAIN UNITED STATES FEDERAL INCOME
TAX CONSIDERATIONS



The following is a general summary of certain
material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from and relating to the
acquisition, ownership and disposition of common shares.



56







This summary is for general information
purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations
that may apply to a U.S. Holder arising from and relating to the acquisition, ownership, and disposition of common shares. In addition,
this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the
U.S. federal income tax consequences to such U.S. Holder, including, without limitation, specific tax consequences to a U.S. Holder
under an applicable income tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or
U.S. federal income tax advice with respect to any U.S. Holder. This summary does not address the U.S. federal alternative minimum,
U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences to U.S. Holders of the acquisition, ownership,
and disposition of common shares. In addition, except as specifically set forth below, this summary does not discuss applicable
tax reporting requirements. Each prospective U.S. Holder should consult its own tax advisors regarding the U.S. federal, U.S. federal
alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences relating to the acquisition,
ownership and disposition of common shares.



No legal opinion from U.S. legal counsel
or ruling from the Internal Revenue Service (the “IRS”) has been requested, or will be obtained, regarding the U.S.
federal income tax consequences of the acquisition, ownership, and disposition of common shares. This summary is not binding on
the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this
summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and
the U.S. courts could disagree with one or more of the conclusions described in this summary.



Scope of this Summary



Authorities



This summary is based on the Internal Revenue
Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary, or proposed), published rulings
of the IRS, published administrative positions of the IRS, the Convention Between Canada and the United States of America with
Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax Convention”),
and U.S. court decisions that are applicable, and, in each case, as in effect and available, as of the date of this document. Any
of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change
could be applied retroactively. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed
legislation.



U.S. Holders



For purposes of this summary, the term
“U.S. Holder” means a beneficial owner of common shares that is for U.S. federal income tax purposes:



| | · | an individual who is a citizen or resident of the United States;
| | - | ----------------------------------------------------------------



| | · | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) organized
under the laws of the United States, any state thereof or the District of Columbia;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | an estate whose income is subject to U.S. federal income taxation regardless of its source; or
| | - | ----------------------------------------------------------------------------------------------



| | · | a trust that (1) is subject to the primary supervision of a court within the U.S. and the control
of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations
to be treated as a U.S. person.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



57







U.S. Holders Subject to Special U.S.
Federal Income Tax Rules Not Addressed



This summary does not address the U.S.
federal income tax considerations applicable to U.S. Holders that are subject to special provisions under the Code, including,
but not limited to, U.S. Holders that: (a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts,
or other tax-deferred accounts; (b) are financial institutions, underwriters, insurance companies, real estate investment trusts,
or regulated investment companies; (c) are broker-dealers, dealers, or traders in securities or currencies that elect to apply
a mark-to-market accounting method; (d) have a “functional currency” other than the U.S. dollar; (e) own common shares
as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than
one position; (f) acquire common shares in connection with the exercise of employee stock options or otherwise as compensation
for services; (g) hold common shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property
held for investment purposes); or (h) own, have owned or will own (directly, indirectly, or by attribution) 10% or more of the
total combined voting power or value of the outstanding shares of the Company. This summary also does not address the U.S. federal
income tax considerations applicable to U.S. Holders who are: (a) U.S. expatriates or former long-term residents of the U.S.; (b)
persons that have been, are, or will be a resident or deemed to be a resident in Canada for purposes of the Income Tax Act (Canada)
(the “Tax Act”); (c) persons that use or hold, will use or hold, or that are or will be deemed to use or hold common
shares in connection with carrying on a business in Canada; (d) persons whose common shares constitute “taxable Canadian
property” under the Tax Act; or (e) persons that have a permanent establishment in Canada for the purposes of the Canada-U.S.
Tax Convention. U.S. Holders that are subject to special provisions under the Code, including, but not limited to, U.S. Holders
described immediately above, should consult their own tax advisors regarding the U.S. federal, U.S. federal alternative minimum,
U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences relating to the acquisition, ownership and disposition
of common shares.



If an entity or arrangement that is classified
as a partnership (or other “pass-through” entity) for U.S. federal income tax purposes holds common shares, the U.S.
federal income tax consequences to such entity or arrangement and the partners (or other owners or participants) of such entity
or arrangement generally will depend on the activities of the entity or arrangement and the status of such partners (or owners
or participants). This summary does not address the tax consequences to any such partner (or owner or participants). Partners (or
other owners or participants) of entities or arrangements that are classified as partnerships or as “pass-through”
entities for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences
arising from and relating to the acquisition, ownership and disposition of common shares.



Passive Foreign Investment Company Rules



PFIC Status of the Company



If the Company were to constitute a “passive
foreign investment company” under the meaning of Section 1297 of the Code (a “PFIC”, as defined below) for any
year during a U.S. Holder’s holding period, then certain potentially adverse rules may affect the U.S. federal income tax
consequences to a U.S. Holder as a result of the acquisition, ownership and disposition of common shares. The Company may be a
PFIC for its current tax year and subsequent tax years. The determination of whether any corporation was, or will be, a PFIC for
a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations.
In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over
the course of each such tax year and, as a result, cannot be predicted with certainty as of the date of this document. Accordingly,
there can be no assurance that the IRS will not challenge any determination made by the Company (or any subsidiary of the Company)
concerning its PFIC status. Each U.S. Holder should consult its own tax advisors regarding the PFIC status of the Company and each
subsidiary of the Company.



In any year in which the Company is classified
as a PFIC, a U.S. Holder will be required to file an annual report with the IRS containing such information as Treasury Regulations
and/or other IRS guidance may require. In addition to penalties, a failure to satisfy such reporting requirements may result in
an extension of the time period during which the IRS can assess a tax. U.S. Holders should consult their own tax advisors regarding
the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621.



The Company generally will be a PFIC if,
for a tax year, (a) 75% or more of the gross income of the Company is passive income (the “PFIC income test”) or (b)
50% or more of the value of the Company’s assets either produce passive income or are held for the production of passive
income, based on the quarterly average of the fair market value of such assets (the “PFIC asset test”). “Gross
income” generally includes all sales revenues less the cost of goods sold, plus income from investments and from incidental
or outside operations or sources, and “passive income” generally includes, for example, dividends, interest, certain
rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.



58







For purposes of the PFIC income test and
PFIC asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding
shares of another corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other
corporation and (b) received directly a proportionate share of the income of such other corporation. In addition, for purposes
of the PFIC income test and PFIC asset test described above, and assuming certain other requirements are met, “passive income”
does not include certain interest, dividends, rents, or royalties that are received or accrued by the Company from certain “related
persons” (as defined in Section 954(d)(3) of the Code) also organized in Canada, to the extent such items are properly allocable
to the income of such related person that is not passive income.



Under certain attribution rules, if the
Company is a PFIC, U.S. Holders will generally be deemed to own their proportionate share of the Company’s direct or indirect
equity interest in any company that is also a PFIC (a ’’Subsidiary PFIC’’), and will generally be subject
to U.S. federal income tax on their proportionate share of (a) any “excess distributions,” as described below, on the
stock of a Subsidiary PFIC and (b) a disposition or deemed disposition of the stock of a Subsidiary PFIC by the Company or another
Subsidiary PFIC, both as if such U.S. Holders directly held the shares of such Subsidiary PFIC. In addition, U.S. Holders may be
subject to U.S. federal income tax on any indirect gain realized on the stock of a Subsidiary PFIC on the sale or disposition of
common shares. Accordingly, U.S. Holders should be aware that they could be subject to tax under the PFIC rules even if no distributions
are received and no redemptions or other dispositions of common shares are made.



Default PFIC Rules Under Section 1291
of the Code



If the Company is a PFIC for any tax year
during which a U.S. Holder owns common shares, the U.S. federal income tax consequences to such U.S. Holder of the acquisition,
ownership, and disposition of common shares will depend on whether and when such U.S. Holder makes an election to treat the Company
and each Subsidiary PFIC, if any, as a “qualified electing fund” or “QEF” under Section 1295 of the Code
(a “QEF Election”) or makes a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”).
A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing
U.S. Holder.”



A Non-Electing U.S. Holder will be subject
to the rules of Section 1291 of the Code (described below) with respect to (a) any gain recognized on the sale or other taxable
disposition of common shares and (b) any “excess distribution” received on the common shares. A distribution generally
will be an “excess distribution” to the extent that such distribution (together with all other distributions received
in the current tax year) exceeds 125% of the average distributions received during the three preceding tax years (or during a U.S.
Holder’s holding period for the common shares, if shorter).



Under Section 1291 of the Code, any gain
recognized on the sale or other taxable disposition of common shares (including an indirect disposition of the stock of any Subsidiary
PFIC), and any “excess distribution” received on common shares or with respect to the stock of a Subsidiary PFIC, must
be ratably allocated to each day in a Non-Electing U.S. Holder’s holding period for the respective common shares. The amount
of any such gain or excess distribution allocated to the tax year of disposition or distribution of the excess distribution and
to years before the entity became a PFIC, if any, would be taxed as ordinary income (and not eligible for certain preferred rates).
The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax rate applicable to ordinary
income in each such year, and an interest charge would be imposed on the tax liability for each such year, calculated as if such
tax liability had been due in each such year. A Non-Electing U.S. Holder that is not a corporation must treat any such interest
paid as “personal interest,” which is not deductible.



If the Company is a PFIC for any tax year
during which a Non-Electing U.S. Holder holds common shares, the Company will continue to be treated as a PFIC with respect to
such Non-Electing U.S. Holder, regardless of whether the Company ceases to be a PFIC in one or more subsequent tax years. A Non-Electing
U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules of Section
1291 of the Code discussed above), but not loss, as if such common shares were sold on the last day of the last tax year for which
the Company was a PFIC.



59







QEF Election



A U.S. Holder that makes a timely and effective
QEF Election for the first tax year in which the holding period of its common shares begins generally will not be subject to the
rules of Section 1291 of the Code discussed above with respect to its common shares. A U.S. Holder that makes a timely and effective
QEF Election will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the net capital gain
of the Company, which will be taxed as long-term capital gain to such U.S. Holder, and (b) the ordinary earnings of the Company,
which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the excess of (a) net
long-term capital gain over (b) net short-term capital loss, and “ordinary earnings” are the excess of (a) “earnings
and profits” over (b) net capital gain. A U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax
on such amounts for each tax year in which the Company is a PFIC, regardless of whether such amounts are actually distributed to
such U.S. Holder by the Company. However, for any tax year in which the Company is a PFIC and has no net income or gain, U.S. Holders
that have made a QEF Election would not have any income inclusions as a result of the QEF Election. If a U.S. Holder that made
a QEF Election has an income inclusion, such a U.S. Holder may, subject to certain limitations, elect to defer payment of current
U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest
paid will be treated as “personal interest,” which is not deductible.



A U.S. Holder that makes a timely and effective
QEF Election with respect to the Company generally (a) may receive a tax-free distribution from the Company to the extent that
such distribution represents “earnings and profits” of the Company that were previously included in income by the U.S.
Holder because of such QEF Election and (b) will adjust such U.S. Holder’s tax basis in the common shares to reflect the
amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S. Holder that makes
a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of common shares. The procedure
for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF
Election is timely. A QEF Election will be treated as “timely” if such QEF Election is made for the first year in the
U.S. Holder’s holding period for the common shares in which the Company was a PFIC. A U.S. Holder may make a timely QEF Election
by filing the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such year.
If a U.S. Holder does not make a timely and effective QEF Election for the first year in the U.S. Holder’s holding period
for the common shares, the U.S. Holder may still be able to make a timely and effective QEF Election in a subsequent year if such
U.S. Holder meets certain requirements and makes a “purging” election to recognize gain (which will be taxed under
the rules of Section 1291 of the Code discussed above) as if such common shares were sold for their fair market value on the day
the QEF Election is effective. If a U.S. Holder makes a QEF Election but does not make a “purging” election to recognize
gain as discussed in the preceding sentence, then such U.S. Holder shall be subject to the QEF Election rules and shall continue
to be subject to tax under the rules of Section 1291 discussed above with respect to its common shares. If a U.S. Holder owns PFIC
stock indirectly through another PFIC, separate QEF Elections must be made for the PFIC in which the U.S. Holder is a direct shareholder
and the Subsidiary PFIC for the QEF rules to apply to both PFICs.



A QEF Election will apply to the tax year
for which such QEF Election is timely made and to all subsequent tax years, unless such QEF Election is invalidated or terminated
or the IRS consents to revocation of such QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequent tax year, the
Company ceases to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those tax years
in which the Company is not a PFIC. Accordingly, if the Company becomes a PFIC in another subsequent tax year, the QEF Election
will be effective and the U.S. Holder will be subject to the QEF rules described above during any subsequent tax year in which
the Company qualifies as a PFIC.



U.S. Holders should be aware that there
can be no assurances that the Company will satisfy the record keeping requirements that apply to a QEF, or that the Company will
supply U.S. Holders with information that such U.S. Holders are required to report under the QEF rules, in the event that the Company
is a PFIC. Thus, U.S. Holders may not be able to make a QEF Election with respect to their common shares. Each U.S. Holder should
consult its own tax advisors regarding the availability of, and procedure for making, a QEF Election.



A U.S. Holder makes a QEF Election by attaching
a completed IRS Form 8621, including a PFIC Annual Information Statement, to a timely filed United States federal income tax return.
However, if the Company does not provide the required information with regard to the Company or any of its Subsidiary PFICs, U.S.
Holders will not be able to make a QEF Election for such entity and will continue to be subject to the rules of Section 1291 of
the Code discussed above that apply to Non-Electing U.S. Holders with respect to the taxation of gains and excess distributions.



60







Mark-to-Market Election



A U.S. Holder may make a Mark-to-Market
Election only if the common shares are marketable stock. The common shares generally will be “marketable stock” if
the common shares are regularly traded on (a) a national securities exchange that is registered with the Securities and Exchange
Commission, (b) the national market system established pursuant to section 11A of the Securities and Exchange Act of 1934, or (c)
a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is
located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure, and surveillance requirements,
and meets other requirements and the laws of the country in which such foreign exchange is located, together with the rules of
such foreign exchange, ensure that such requirements are actually enforced and (ii) the rules of such foreign exchange effectively
promote active trading of listed stocks. If such stock is traded on such a qualified exchange or other market, such stock generally
will be “regularly traded” for any calendar year during which such stock is traded, other than in de minimis quantities,
on at least 15 days during each calendar quarter. Provided that the common shares are “regularly traded” as described
in the preceding sentence, the common shares are expected to be marketable stock. However, each U.S. Holder should consult its
own tax advisor in this regard.



A U.S. Holder that makes a Mark-to-Market
Election with respect to its common shares generally will not be subject to the rules of Section 1291 of the Code discussed above
with respect to such common shares. However, if a U.S. Holder does not make a Mark-to-Market Election beginning in the first tax
year of such U.S. Holder’s holding period for the common shares for which the Company is a PFIC and such U.S. Holder has
not made a timely QEF Election, the rules of Section 1291 of the Code discussed above will apply to certain dispositions of,
and distributions on, the common shares.



A U.S. Holder that makes a Mark-to-Market
Election will include in ordinary income, for each tax year in which the Company is a PFIC, an amount equal to the excess, if any,
of (a) the fair market value of the common shares, as of the close of such tax year over (b) such U.S. Holder’s adjusted
tax basis in such common shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal
to the excess, if any, of (a) such U.S. Holder’s adjusted tax basis in the common shares, over (b) the fair market value
of such common shares (but only to the extent of the net amount of previously included income as a result of the Mark-to-Market
Election for prior tax years).



A U.S. Holder that makes a Mark-to-Market
Election generally also will adjust such U.S. Holder’s tax basis in the common shares to reflect the amount included in gross
income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition
of common shares, a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or ordinary loss (not to exceed
the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior tax years over
(b) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years). Losses that exceed this limitation
are subject to the rules generally applicable to losses provided in the Code and Treasury Regulations.



A U.S. Holder makes a Mark-to-Market Election
by attaching a completed IRS Form 8621 to a timely filed United States federal income tax return. A Mark-to-Market Election applies
to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless the common shares cease to
be “marketable stock” or the IRS consents to revocation of such election. Each U.S. Holder should consult its own tax
advisors regarding the availability of, and procedure for making, a Mark-to-Market Election.



Although a U.S. Holder may be eligible
to make a Mark-to-Market Election with respect to the common shares, no such election may be made with respect to the stock of
any Subsidiary PFIC that a U.S. Holder is treated as owning, because such stock is not marketable. Hence, the Mark-to-Market Election
will not be effective to avoid the application of the default rules of Section 1291 of the Code described above with respect to
deemed dispositions of Subsidiary PFIC stock or excess distributions from a Subsidiary PFIC to its shareholder.



61







Other PFIC Rules



Under Section 1291(f) of the Code, the
IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S. Holder that had not made a
timely QEF Election to recognize gain (but not loss) upon certain transfers of common shares that would otherwise be tax-deferred
(e.g., gifts and exchanges pursuant to corporate reorganizations). However, the specific U.S. federal income tax consequences to
a U.S. Holder may vary based on the manner in which common shares are transferred.



Certain additional adverse rules may apply
with respect to a U.S. Holder if the Company is a PFIC, regardless of whether such U.S. Holder makes a QEF Election. For example,
under Section 1298(b)(6) of the Code, a U.S. Holder that uses common shares as security for a loan will, except as may be provided
in Treasury Regulations, be treated as having made a taxable disposition of such common shares.



Special rules also apply to the amount
of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. Subject to such special rules, foreign taxes
paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. The rules
relating to distributions by a PFIC and their eligibility for the foreign tax credit are complicated, and a U.S. Holder should
consult with its own tax advisors regarding the availability of the foreign tax credit with respect to distributions by a PFIC.



The PFIC rules are complex, and each U.S.
Holder should consult its own tax advisors regarding the PFIC rules and how the PFIC rules may affect the U.S. federal income tax
consequences of the acquisition, ownership, and disposition of common shares.



General Rules Applicable to the Ownership
and Disposition of Common Shares



The following discussion describes the
general rules applicable to the ownership and disposition of the common shares but is subject in its entirety to the special rules
described above under the heading “Passive Foreign Investment Company Rules.”



Distributions on Common Shares



A U.S. Holder that receives a distribution,
including a constructive distribution, with respect to a Common Share will be required to include the amount of such distribution
in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of
the current and accumulated “earnings and profits” of the Company, as computed for U.S. federal income tax purposes.
A dividend generally will be taxed to a U.S. Holder at ordinary income tax rates if the Company is a PFIC for the tax year of such
distribution or the preceding tax year. To the extent that a distribution exceeds the current and accumulated “earnings and
profits” of the Company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S.
Holder’s tax basis in the common shares and thereafter as gain from the sale or exchange of such common shares. (See “Sale
or Other Taxable Disposition of Common Shares” below). However, the Company may not maintain the calculations of its earnings
and profits in accordance with U.S. federal income tax principles, and each U.S. Holder may have to assume that any distribution
by the Company with respect to the common shares will constitute ordinary dividend income. Dividends received on common shares
by corporate U.S. Holders generally will not be eligible for the “dividends received deduction.” Subject to applicable
limitations and provided the Company is eligible for the benefits of the Canada-U.S. Tax Convention, dividends paid by the Company
to non-corporate U.S. Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term
capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the Company not
be classified as a PFIC in the tax year of distribution or in the preceding tax year. The dividend rules are complex, and each
U.S. Holder should consult its own tax advisors regarding the application of such rules.



Sale or Other Taxable Disposition of
Common Shares



Upon the sale or other taxable disposition
of common shares, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the
U.S. dollar value of cash received plus the fair market value of any property received and such U.S. Holder’s tax basis in
such common shares sold or otherwise disposed of. A U.S. Holder’s tax basis in common shares generally will be such holder’s
U.S. dollar cost for such common shares. Gain or loss recognized on such sale or other disposition generally will be long-term
capital gain or loss if, at the time of the sale or other disposition, the common shares have been held for more than one year.



62







Preferential tax rates currently apply
to long-term capital gain of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates
for long-term capital gain of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations
under the Code.



Additional Considerations



Additional Tax on Passive Income



Certain U.S. Holders that are individuals,
estates or trusts (other than trusts that are exempt from tax) will be subject to a 3.8% tax on all or a portion of their “net
investment income,” which includes dividends on the common shares and net gains from the disposition of the common shares.
Further, excess distributions treated as dividends, gains treated as excess distributions under the PFIC rules discussed above,
and mark-to-market inclusions and deductions are all included in the calculation of net investment income.



Treasury Regulations provide, subject to
the election described in the following paragraph, that solely for purposes of this additional tax, that distributions of previously
taxed income will be treated as dividends and included in net investment income subject to the additional 3.8% tax. Additionally,
to determine the amount of any capital gain from the sale or other taxable disposition of common shares that will be subject to
the additional tax on net investment income, a U.S. Holder who has made a QEF Election will be required to recalculate its basis
in the common shares excluding QEF basis adjustments.



Alternatively, a U.S. Holder may make an
election which will be effective with respect to all interests in controlled foreign corporations and QEFs held in that year or
acquired in future years. Under this election, a U.S. Holder pays the additional 3.8% tax on QEF income inclusions and on gains
calculated after giving effect to related tax basis adjustments. U.S. Holders that are individuals, estates or trusts should consult
their own tax advisors regarding the applicability of this tax to any of their income or gains in respect of the common shares.



Receipt of Foreign Currency



The amount of any distribution paid to
a U.S. Holder in foreign currency, or on the sale, exchange or other taxable disposition of common shares, generally will be equal
to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether
such foreign currency is converted into U.S. dollars at that time). A U.S. Holder will have a basis in the foreign currency equal
to its U.S. dollar value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the foreign currency after
the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally
will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method.
Each U.S. Holder should consult its own U.S. tax advisors regarding the U.S. federal income tax consequences of receiving, owning,
and disposing of foreign currency.



Foreign Tax Credit



Subject to the PFIC rules discussed above,
a U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the common
shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian
income tax. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis,
whereas a deduction will reduce a U.S. Holder’s income that is subject to U.S. federal income tax. This election is made
on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during
a year.



Complex limitations apply to the foreign
tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S.
federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s
worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified,
under complex rules, as either “foreign source” or “U.S. source.” Generally, dividends paid by a foreign
corporation should be treated as foreign source for this purpose, and gains recognized on the sale of stock of a foreign corporation
by a U.S. Holder should be treated as U.S. source for this purpose, except as otherwise provided in an applicable income tax treaty,
and if an election is properly made under the Code. However, the amount of a distribution with respect to the common shares that
is treated as a “dividend” may be lower for U.S. federal income tax purposes than it is for Canadian federal income
tax purposes, resulting in a reduced foreign tax credit allowance to a U.S. Holder. In addition, this limitation is calculated
separately with respect to specific categories of income. The foreign tax credit rules are complex, and each U.S. Holder should
consult its own U.S. tax advisors regarding the foreign tax credit rules.



63







Backup Withholding and Information Reporting



Under U.S. federal income tax law, certain
categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation.
For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals who are U.S. Holders that hold
certain specified foreign financial assets in excess of certain thresholds. The definition of specified foreign financial assets
includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained
by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment
that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. U.S. Holders may be subject to
these reporting requirements unless their common shares are held in an account at certain financial institutions. Penalties for
failure to file certain of these information returns are substantial. U.S. Holders should consult with their own tax advisors regarding
the requirements of filing information returns, including the requirement to file an IRS Form 8938.



Payments made within the U.S., or by a
U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of, common shares
will generally be subject to information reporting and backup withholding tax, at the rate of 24%, if a U.S. Holder (a) fails to
furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect
U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report
items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished
its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup
withholding tax. However, certain exempt persons generally are excluded from these information reporting and backup withholding
rules. Backup withholding is not an additional tax. Any amounts withheld under the U.S. backup withholding tax rules will be allowed
as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes
required information to the IRS in a timely manner.



The discussion of reporting requirements
set forth above is not intended to constitute a complete description of all reporting requirements that may apply to a U.S. Holder.
A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess
a tax and, under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting
requirement. Each U.S. Holder should consult its own tax advisors regarding the information reporting and backup withholding rules.



THE ABOVE SUMMARY IS NOT INTENDED TO
CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE ACQUISITION, OWNERSHIP,
AND DISPOSITION OF COMMON SHARES. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO
THEM IN THEIR OWN PARTICULAR CIRCUMSTANCES.



| | F. | Dividends and Paying Agents
| | -- | ---------------------------



Not applicable



| | G. | Statements by Experts
| | -- | ---------------------



Not applicable



| | H. | Documents on Display
| | -- | --------------------



We are subject to the informational requirements
of the Exchange Act and file reports and other information with the SEC. The SEC maintains a Website that contains reports, proxy
and information statements and other information regarding registrants that file electronically with the SEC at http://www.sec.gov.
We also make available free of charge on our website at www.ehave.com, as soon as reasonably practicable after such reports are
available on the SEC website.



64







We “incorporate by reference”
information that we file with the SEC, which means that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is an important part of this Form 20-F and more recent information
automatically updates and supersedes more dated information contained or incorporated by reference in this Form 20-F.



As a foreign private issuer, we are exempt
from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders.



We will provide without charge to each
person, including any beneficial owner, to whom a copy of this annual report has been delivered, on the written or oral request
of such person, a copy of any or all documents referred to above which have been or may be incorporated by reference in this annual
report (not including exhibits to such incorporated information that are not specifically incorporated by reference into such
information). Requests for such copies should be directed to us at the following address Prateek Dwivedi, Chief Executive Officer,
277 Lakeshore Road East, Suite 203, Oakville, Ontario, Canada L6J 6J3, +1(905)362-1499, info@ehave.com



| | I. | Subsidiary Information
| | -- | ----------------------



Not applicable.



ITEM 11.   QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.



Foreign Currency Risk



We operate primarily in Canada and the
United States.  Therefore, we are exposed to foreign currency risk associated with our expenses outside of Canada.  We
do not use financial derivative instruments to manage this market risk.



Interest Rate Risk



None of the Company’s long-term debt
contain interest rate provisions that may be subject to fluctuations in market interest rates. As such, the Company does not have
significant interest rate risk or has entered into any financial instruments to mitigate such risk.



We do not use financial instruments for
trading purposes and are not parties to any leverage derivatives.  We do not currently engage in hedging transactions.  See
“Currency and Exchange Rates” and Item 4 – “Information on the Company”.



ITEM 12.   DESCRIPTION OF SECURITIES
OTHER THAN EQUITY SECURITIES.



Not applicable.

PART II



ITEM 13.   DEFAULTS, DIVIDEND ARREARAGES
AND DELINQUENCIES.



None



ITEM 14.   MATERIAL MODIFICATIONS TO
THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.



| | A. | Modification of Instruments Defining Rights of Security Holders
| | -- | ---------------------------------------------------------------



None



65







| | B. | Modification or Issuance of Other Class of Securities
| | -- | -----------------------------------------------------



None



| | C. | Withdrawal or Substitution of Security
| | -- | --------------------------------------



None





| | D. | Change of Trustee or Paying Agent
| | -- | ---------------------------------



None



| | E. | Use of Proceeds
| | -- | ---------------



None.



ITEM 15.  CONTROLS AND PROCEDURES



| | A. | Evaluation of Disclosures and Procedures
| | -- | ----------------------------------------



During the review by our Chief Executive
Officer and Chief Financial Officer of our Company’s disclosure controls and procedures (as defined in Exchange Act rules
13a-15(e) and 15d-15(e)), and based on the evaluation of these controls and procedures as of the end of the period covered by this
annual report, it was determined that a material weakness was identified in our controls for ensuring that information required
to be disclosed by us in the reports that we file or submit under the Exchange Act is summarized and reported within the time periods
specified in the Securities and Exchange Commission’s rules and forms. New procedures are being implemented to eliminate
this weakness. The information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated
and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar
functions, as appropriate to allow timely decisions regarding required disclosure.



| | B. | Management’s Annual Report on Internal Control Over Financial Reporting
| | -- | -----------------------------------------------------------------------



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act. As required by Rule 13a-15(c) of the Exchange Act, our management conducted an evaluation of our company's internal control
over financial reporting as of December 31, 2018, based on the framework in Internal Control — Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded
that our internal controls over financial reporting were not effective due to the existence of a material weakness as it relates
to a lack of sufficient accounting records and underlying supporting detail. as of December 31, 2018. Management has since addressed
this weakness and has implemented the necessary changes to have effective controls.



Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
of our internal control over financial reporting to future periods are subject to the risks that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



| | C. | Attestation Report of the Registered Public Accounting Firms
| | -- | ------------------------------------------------------------



Not applicable.



66







| | D. | Changes in Internal Controls over Financial Reporting
| | -- | -----------------------------------------------------



Other than changes being implemented to
address the material weakness discussed above, there were no changes in our internal controls over financial reporting that occurred
during the period that is covered by this annual report that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting.



ITEM 16.  [RESERVED]



ITEM 16A.  AUDIT COMMITTEE FINANCIAL EXPERT



Our Audit Committee is comprised of Mr.
Posen, Mr. Kaplan and Mr. Dwivedi. Our Board has determined that Mr. Posen is an audit committee financial expert. Mr. Posen is
independent either under the Rule 5605(d)(2) of the NASDAQ Capital Market and Rule 10A-3 of the Exchange Act.



ITEM 16B.  CODE OF ETHICS



Our board of directors has adopted a Code
of Conduct for all Company personnel, including our principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions.  A copy of this Code of Conduct may be found on our website
at http://www.ehve.com.



There were no amendments to our Code of
Conduct during the fiscal year ended December 31, 2018. We did not grant any waivers to the provisions of our Code of Conduct during
the fiscal year ended December 31, 2018.



ITEM 16C.  PRINCIPAL ACCOUNTANT FEES AND SERVICES



Audit Fees and Services



During the financial years ended December
31, 2018, and 2017, Turner Stone and Company, L.L.P. received the following fees:



|                   |  | 2018 |        |  | 2017 | 
|------------------ |  | ---- | ------ |  | ---- | 
|Item               |  | $    |        |  | $    | 
|Audit fees         |  |      | 37,500 |  |      | 
|Audit-related fees |  |      | —      |  |      | 
|Tax fees           |  |      | —      |  |      | 
|All other fees     |  |      | —      |  |      | 
|Total              |  |      | 37,500 |  |      | 



Audit Fees



Audit fees were for professional services
rendered by Turner Stone and Company for the audit of our annual financial statements and services provided in connection with
statutory and regulatory filings or engagements, accounting consultations and subscription to on-line accounting services.



Audit-related Fees



Audit-related fees are the aggregate fees
billed for assurance and related services by Turner Stone and Company that are reasonably related to the performance of the audit
or review of our financial statements and are not reported under Audit Fees.



Tax Fees



Tax fees are the aggregate fees billed
for professional services rendered for tax compliance, tax advice, and tax planning.



67







All Other Fees



Other fees are for products and services
other than those described under the headings Audit Fees, Audit-Related Fees and Tax Fees above.



The Audit Committee pre-approves all audit
services to be provided to us by our independent auditors. The Audit Committee’s policy regarding the pre-approval of non-audit
services to be provided to us by our independent auditors is that all such services shall be pre-approved by the Audit Committee
or by the Chair of the Audit Committee, who must report all such pre-approvals to the Audit Committee at their next meeting following
the granting thereof. Non-audit services that are prohibited to be provided to us by our independent auditors may not be pre-approved.
In addition, prior to the granting of any pre-approval, the Audit Committee or the Chair, as the case may be, must be satisfied
that the performance of the services in question will not compromise the independence of the independent auditors.



ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS
FOR AUDIT COMMITTEES



Not applicable.



ITEM 16E. PURCHASE OF EQUITY SECURITIES BY THE
ISSUER AND AFFILIATED PURCHASES



None.



ITEM 16F.  CHANGE IN REGISTRANT’S CERTIFYING
ACCOUNTANTS



None.



ITEM 16G. CORPORATE GOVERNANCE



Not applicable.



ITEM 16H.  MINE SAFETY DISCLOSURE



Not applicable.



PART III



ITEM 17. FINANCIAL STATEMENTS.



Not applicable.



ITEM 18 FINANCIAL STATEMENTS



The financial statements appear on pages F-1 through F-13.



ITEM 19. EXHIBITS.



The following exhibits are filed as part of this annual report:



|ExhibitNumber |  | Description                                                                       
|------------- |  | ----------------------------------------------------------------------------------
|              |  |                                                                                   
|1.1           |  | Articles of Incorporation (1)                                                     
|1.2           |  | Articles of Amendment to the Articles of Incorporation dated November 30, 2011 (2)
|1.3           |  | Articles of Amendment to the Articles of Incorporation dated May 13, 2015 (3)     
|1.4           |  | Articles of Amendment to the Articles of Incorporation dated June 26, 2015 (4)    
|1.5           |  | Articles of Amendment to the Articles of Incorporation dated November 4, 2015 (5) 
|1.6           |  | Bylaws No. 2 (6)                                                                  
|4.1           |  | Form of Convertible Loan Agreement (7)                                            



68







|4.2   |  | Securities Purchase Agreement, dated July 7, 2015, between the Company and the purchasers identified therein (8)                
|----- |  | --------------------------------------------------------------------------------------------------------------------------------
|4.3   |  | Form of Secured Convertible Note, dated July 7, 2015 (9)                                                                        
|4.4   |  | Form of Common Stock Purchase Warrant, dated July 7, 2015 (10)                                                                  
|4.5   |  | Form of Lock Up Agreement (11)                                                                                                  
|4.6   |  | License Agreement, dated April 24, 2015, between the Company and The Governing Counsel of the University of Toronto (12)        
|4.7   |  | Form of Subscription Agreement (13)                                                                                             
|4.8   |  | Office Suite License and Services Agreement, effective November 1, 2015, between iQ Univeristy LP and the Company (14)          
|4.9   |  | Form of Warrant sold in the registered public offering (15)                                                                     
|4.10  |  | Services Agreement, dated February 1, 2016 with Artimetrix Software Inc. (16)                                                   
|4.11  |  | Consulting Agreement, dated August 3, 2015 with 8121346 Canada Inc. (17)                                                        
|4.12  |  | Amendment to Consulting Agreement, dated February 1, 2016 with 8121346 Canada Inc. (18)                                         
|4.13  |  | Master Services Agreement, dated December 8, 2015 with Blog Inc LLC (dba Cress & Company) (19)                                  
|4.14  |  | Executive Employment Agreement, dated July 25, 2016, between the Company and its President and CEO, Prateek Dwivedi (20)        
|4.15  |  | Executive Employment Agreement, dated December 1, 2016, between the Company and its Chief Technology Officer, David Goyette (21)
|4.16  |  | Offer to Sublease, dated January 30, 2017, between the Company and Home Trust Company (22)                                      
|4.17  |  | API Integration & Distribution Agreement dated December 13, 201,6 between the Company and MHS (23)                              
|4.18  |  | Letter of Agreement, dated November 1, 2017, between the Company and Tiberend Strategic Advisors, Inc. (24)                     
|4.19  |  | Stock Option Plan, approved on January 12, 2017, at the Annual and Special Meeting of Shareholders (25)                         
|4.20  |  | Note and Warrant Purchase Agreement, dated as of November 14, 2016 (26)                                                         
|4.21  |  | Form of Convertible Promissory Note (27)                                                                                        
|4.22  |  | Strategic Relationship Agreement, dated as of February 3, 2017, between the Company and MedReleaf Corp. (28)                    
|4.23  |  | Amendment to API Integration & Distribution Agreement, dated as of May 4, 2017, between the Company and MHS (29)                
|4.24  |  | Form of Promissory Note (30)                                                                                                    
|4.25  |  | Form of Investor Letter (31)                                                                                                    
|4.26  |  | Form of Promissory Note with Warrants (32)                                                                                      
|4.27  |  | Form of Secured Subscription Agreement for Units (33)                                                                           
|4.28  |  | Form of Compensation Option to Purchase Common Shares (34)                                                                      
|4.29  |  | Form of Senior Secured Convertible Debenture (35)                                                                               
|4.30  |  | Form of Warrant to Purchase Common Shares (36)                                                                                  
|4.31  |  | Form of Unsecured Subscription Agreement for Units (Premium) (37)                                                               
|4.32  |  | Form of Unsecured Subscription Agreement for Units (Regular) (38)                                                               
|4.33  |  | Form of Unsecured Convertible Debenture (39)                                                                                    
|4.34  |  | Agreement, dated March 1, 2018, between the Company and Revive Therapeutics Ltd. (40)                                           
|4.35  |  | Agreement, dated March 5, 2018, between the Company and Aequus Pharmaceuticals Inc. (41)                                        
|4.36  |  | Services Agreement, dated January 15, 2017, between the Company and NView Management Inc. (42)                                  
|4.37  |  | Services Agreement, dated April 23, 2018, between the Company and Dianne Parsons, C.P.A. (43)                                   
|4.38  |  | Lease, dated April 6, 2018, between the Company and Lisgar Development Limited (44)                                             
|4.39* |  | Form of Note Conversion Agreement (Premium, 2018 Notes)                                                                         
|4.40* |  | Form of Note Conversion Agreement (Regular, 2016 Notes)                                                                         
|4.41* |  | Form of Note Conversion Agreement (Regular, 2018 Notes)                                                                         
|4.42* |  | Form of Promissory Note dated September 27, 2018                                                                                
|4.43* |  | Form of Promissory Note dated September 27, 2018                                                                                
|4.44* |  | Agreement, dated October 30, 2018, between the Company and Companion Healthcare Technologies.                                   
|4.45* |  | Form of Promissory Note dated November 29, 2018                                                                                 
|4.46* |  | Form of Promissory Note dated October 31, 2018                                                                                  
|4.47* |  | Loan Agreement dated January 1, 2019                                                                                            



69







|4.48*    |  | Form of Promissory Note dated January 28, 2019                                                                        
|-------- |  | ----------------------------------------------------------------------------------------------------------------------
|4.49*    |  | Form of Promissory Note dated January 28, 2019                                                                        
|4.50*    |  | Form of Warrant Cancellation                                                                                          
|4.51*    |  | Memorandum of Understanding, dated February 27, 2019, between the Company and David Goyette, Chief Technology Officer 
|4.52*    |  | Memorandum of Understanding, dated February 27, 2019, between the Company and Prateek Dwivedi, Chief Executive Officer
|4.53*    |  | Form of Bridge Loan Agreement                                                                                         
|4.54*    |  | Form of Bridge Loan Note                                                                                              
|4.55*    |  | Agreement, dated February 27, 2019, between the Company and Bezalel Partners LLC                                      
|4.56*    |  | Agreement, dated February 27, 2019, between the Company and KW Capital Partners Ltd                                   
|4.57*    |  | Agreement, dated February 27, 2019, between the Company and Scott Woodrow                                             
|4.58*    |  | Form of Note Conversion - Bridge Loan Note                                                                            
|4.59*    |  | Form of Promissory Note dated March 26, 2019                                                                          
|4.60*    |  | Asset Purchase Agreement, dated March 22, 2019, between Ehave, Inc. and ZYUS Life Sciences Inc.                       
|4.61*    |  | Form of Security Agreement, to be entered into between Ehave, Inc. and ZYUS Life Sciences Inc.                        
|4.62*    |  | Form of Non-Competition Agreement, to be entered into between Ehave, Inc. and ZYUS Life Sciences Inc.                 
|4.63*    |  | Minutes of Settlement, dated April 18, 2019, between Ehave, Inc. and Companion Healthcare
Technologies                
|12.1*    |  | Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                  
|12.2*    |  | Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                  
|13.1*    |  | Certificate of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                  
|13.2*    |  | Certificate of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                  
|101.INS+ |  | XBRL Instance Document                                                                                                
|101.SCH+ |  | XBRL Taxonomy Extension Schema Document                                                                               
|101.CAL+ |  | XBRL Taxonomy Extension Calculation Linkbase Document                                                                 
|101.DEF+ |  | XBRL Taxonomy Extension Definition Linkbase Document                                                                  
|101.LAB+ |  | XBRL Taxonomy Extension Label Linkbase Document                                                                       
|101.PRE+ |  | XBRL Taxonomy Extension Presentation Linkbase Document                                                                



*Filed herewith



+ To be filed by amendment





|(1)  | Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.  
|---- | -----------------------------------------------------------------------------------------------------------------------------------------
|(2)  | Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.  
|(3)  | Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.  
|(4)  | Incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.  
|(5)  | Incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.  
|(6)  | Incorporated by reference to Exhibit 3.5 to the Form 6-K filed with the SEC on January 12, 2017.                                         
|(7)  | Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form F-1 filed with the SEC on September 24, 2015.  
|(8)  | Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form F-1 filed with the SEC on September 24, 2015.  
|(9)  | Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form F-1 filed with the SEC on September 24, 2015.  
|(10) | Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form F-1 filed with the SEC on September 24, 2015.  
|(11) | Incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form F-1 filed with the SEC on September 24, 2015.  
|(12) | Incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015. 
|(13) | Incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form F-1/A filed with the SEC on December 18, 2015.



70







|(14) | Incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------
|(15) | Incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form F-1/A filed with the SEC on December 18, 2015.
|(16) | Incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form F-1/A filed with the SEC on March 11, 2016.   
|(17) | Incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form F-1/A filed with the SEC on March 11, 2016.   
|(18) | Incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form F-1/A filed with the SEC on March 11, 2016.   
|(19) | Incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form F-1/A filed with the SEC on March 11, 2016.   
|(20) | Incorporated by reference to Exhibit 4.14 to the Company’s Annual Report on Form 20-F filed with the SEC on May 16, 2017.                
|(21) | Incorporated by reference to Exhibit 4.15 to the Company’s Annual Report on Form 20-F filed with the SEC on May 16, 2017.                
|(22) | Incorporated by reference to Exhibit 4.16 to the Company’s Annual Report on Form 20-F filed with the SEC on May 16, 2017.                
|(23) | Incorporated by reference to Exhibit 4.17 to the Company’s Annual Report on Form 20-F filed with the SEC on May 16, 2017.                
|(24) | Incorporated by reference to Exhibit 4.18 to the Company’s Annual Report on Form 20-F filed with the SEC on May 16, 2017.                
|(25) | Incorporated by reference to Exhibit 4.19 to the Company’s Annual Report on Form 20-F filed with the SEC on May 16, 2017.                
|(26) | Incorporated by reference to Exhibit 99.1 to the Form 6-K filed with the SEC on November 23, 2016.                                       
|(27) | Incorporated by reference to Exhibit 99.2 to the Form 6-K filed with the SEC on November 23, 2016.                                       
|(28) | Incorporated by reference to Exhibit 4.22 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.               
|(29) | Incorporated by reference to Exhibit 4.23 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.               
|(30) | Incorporated by reference to Exhibit 4.24 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.               
|(31) | Incorporated by reference to Exhibit 4.25 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.               
|(32) | Incorporated by reference to Exhibit 4.26 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.               
|(33) | Incorporated by reference to Exhibit 4.27 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.               
|(34) | Incorporated by reference to Exhibit 4.28 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.               
|(35) | Incorporated by reference to Exhibit 4.29 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.               
|(36) | Incorporated by reference to Exhibit 4.30 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.               
|(37) | Incorporated by reference to Exhibit 4.31 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.               
|(38) | Incorporated by reference to Exhibit 4.32 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.               
|(39) | Incorporated by reference to Exhibit 4.33 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.               
|(40) | Incorporated by reference to Exhibit 4.34 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.               
|(41) | Incorporated by reference to Exhibit 4.35 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.               
|(42) | Incorporated by reference to Exhibit 4.36 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.               
|(43) | Incorporated by reference to Exhibit 4.37 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.               
|(44) | Incorporated by reference to Exhibit 4.38 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.               
|     |                                                                                                                                          

71







SIGNATURE



The registrant hereby
certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.



Date: May 15, 2019



EHAVE, INC.



|/s/ Prateek Dwivedi     |  | /s/ Dianne Parsons     
|----------------------- |  | -----------------------
|Prateek Dwivedi         |  | Dianne Parsons         
|Chief Executive Officer |  | Chief Financial Officer



72







REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors and Stockholders of EHAVE, Inc.



Opinion on the Financial Statements



We have audited the accompanying balance
sheets of EHAVE, Inc. (the “Company”) as of December 31, 2018 and 2017 and the related statements of operations and
other comprehensive income (loss), changes in stockholders’ deficit and cash flows for the years then ended, and the related
notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations
and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of
America.



Explanatory Paragraph – Going
Concern



The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the
Company has had insufficient operating revenues and cash flows both of which raise substantial doubt about its ability to continue
as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.



Basis for Opinion



These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based
on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required
to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.



Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.



|/s/ Turner, Stone & Company, L.L.P. | 
|----------------------------------- | 
|                                    | 
|Dallas, Texas                       | 
|May 15, 2019                        | 



We have served as the Company’s auditor since 2015.



F-1







EHAVE, INC.

BALANCE SHEETS

December 31, 2018 and December 31, 2017



|                                                                                                                               |  | 2018  |             |   | 2017  | 
|------------------------------------------------------------------------------------------------------------------------------ |  | ----- | ----------- | - | ----- | 
|                                                                                                                               |  | U.S.$ |             |   | U.S.$ | 
|ASSETS                                                                                                                         |  |       |             |   |       | 
|Current Assets                                                                                                                 |  |       |             |   |       | 
|Cash                                                                                                                           |  |       | 11,222      |   |       | 
|Prepaid expenses                                                                                                               |  |       | -           |   |       | 
|Refundable taxes                                                                                                               |  |       | 9,754       |   |       | 
|Total current assets                                                                                                           |  |       | 20,976      |   |       | 
|Long term assets                                                                                                               |  |       |             |   |       | 
|Other receivables (Notes 4 and 11)                                                                                             |  |       | 439,258     |   |       | 
|Total long term assets                                                                                                         |  |       | 439,258     |   |       | 
|TOTAL ASSETS                                                                                                                   |  |       | 460,234     |   |       | 
|                                                                                                                               |  |       |             |   |       | 
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                          |  |       |             |   |       | 
|Current Liabilities                                                                                                            |  |       |             |   |       | 
|Accounts payable                                                                                                               |  |       | 438,358     |   |       | 
|Taxes payables                                                                                                                 |  |       | 299,241     |   |       | 
|Other payables                                                                                                                 |  |       | 182,365     |   |       | 
|Promissory Notes (Note 6)                                                                                                      |  |       | 137,143     |   |       | 
|Current portion of Convertible notes (Note 6)                                                                                  |  |       | 2,672,768   |   |       | 
|Accrued interest on convertible notes                                                                                          |  |       | 298,884     |   |       | 
|Unearned Revenue                                                                                                               |  |       | -           |   |       | 
|Total current liabilities                                                                                                      |  |       | 4,028,761   |   |       | 
|Long term liabilities                                                                                                          |  |       |             |   |       | 
|Development grant                                                                                                              |  |       | 164,908     |   |       | 
|Total long term liabilities                                                                                                    |  |       | 164,908     |   |       | 
|Total Liabilities                                                                                                              |  |       | 4,193,668   |   |       | 
|                                                                                                                               |  |       |             |   |       | 
|Commitments and Contingencies (Note 10)                                                                                        |  |       |             |   |       | 
|                                                                                                                               |  |       |             |   |       | 
|Stockholders’ Deficit                                                                                                          |  |       |             |   |       | 
|                                                                                                                               |  |       |             |   |       | 
|Common stock, no par value, unlimited authorized, 75,102,816 issued and outstanding (2017 – 71,304,035 issued and outstanding) |  |       | 1,544,904   |   |       | 
|Additional paid in capital (Note 7)                                                                                            |  |       | 6,999,942   |   |       | 
|Accumulated deficit                                                                                                            |  |       | (12,577,458 | ) |       | 
|Accumulated other comprehensive income                                                                                         |  |       | 299,178     |   |       | 
|Total stockholders' deficit                                                                                                    |  |       | (3,733,435  | ) |       | 
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                    |  |       | 460,234     |   |       | 



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



F-2







EHAVE, INC.

STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE
INCOME (LOSS)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND
2017



|                                                           |  | For the years ended December 31, |           
|---------------------------------------------------------- |  | -------------------------------- | ----------
|                                                           |  | 2018                             |           
|                                                           |  | U.S.$                            |           
|                                                           |  |                                  |           
|Revenue from continuing operations                         |  |                                  | -         
|                                                           |  |                                  |           
|Operating Expenses from continuing operations              |  |                                  |           
|Salaries                                                   |  |                                  | 294,222   
|Rent                                                       |  |                                  | 46,348    
|Professional fees                                          |  |                                  | 209,255   
|Insurance                                                  |  |                                  | 29,831    
|Travel                                                     |  |                                  | 11,932    
|Communications                                             |  |                                  | 139,172   
|Software development                                       |  |                                  | 90,060    
|General and administrative                                 |  |                                  | 381,740   
|Tax credits (see Note 4 & 11)                              |  |                                  | (440,624  
|Total operating expenses                                   |  |                                  | 761,936   
|Operating Loss from continuing operations                  |  |                                  | (761,936  
|Other expenses from continuing operations                  |  |                                  |           
|Warrant expense                                            |  |                                  | 3,454,400 
|Interest, bank charges and financing fees                  |  |                                  | 148,641   
|Interest on convertible notes                              |  |                                  | 256,560   
|Total other expenses from continuing operations            |  |                                  | 3,859,601 
|Net loss from continuing operations                        |  |                                  | (4,621,537
|                                                           |  |                                  |           
|Net loss from discontinued operations                      |  |                                  | (966,797  
|                                                           |  |                                  |           
|Total Net Loss                                             |  |                                  | (5,588,334
|Other Comprehensive loss                                   |  |                                  |           
|Foreign exchange translation adjustment                    |  |                                  | (207,178  
|Total other comprehensive income loss                      |  |                                  | (207,178  
|Comprehensive loss                                         |  |                                  | (5,381,156
|                                                           |  |                                  |           
|Weighted average shares used to compute net loss per share |  |                                  | 75,102,816
|Net loss from continuing operations per share              |  | $                                | (0.06     
|Net loss from discontinued operations per share            |  | $                                | (0.01     



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



F-3







EHAVE, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED

DECEMBER 31, 2018 AND 2017



|                                                                            |  | 2018  |            |   | 2017  | 
|--------------------------------------------------------------------------- |  | ----- | ---------- | - | ----- | 
|                                                                            |  | U.S.$ |            |   | U.S.$ | 
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |  |       |            |   |       | 
|Net loss                                                                    |  |       | (5,588,334 | ) |       | 
|Adjustments to reconcile net loss to net cash used in operating activities: |  |       |            |   |       | 
|Warrant expense                                                             |  |       | 3,454,400  |   |       | 
|Stock options expense                                                       |  |       | 202,588    |   |       | 
|                                                                            |  |       |            |   |       | 
|Changes in operating assets and liabilities:                                |  |       |            |   |       | 
|Other receivables                                                           |  |       | -          |   |       | 
|Prepaid expenses                                                            |  |       | (14,051    | ) |       | 
|Accounts payable                                                            |  |       | 410,207    |   |       | 
|Accrued interest on convertible notes                                       |  |       | 225,722    |   |       | 
|Unearned revenue                                                            |  |       | (91,515    | ) |       | 
|Refundable taxes receivable                                                 |  |       | (21,094    | ) |       | 
|Net cash used in operating activities                                       |  |       | (1,422,077 | ) |       | 
|                                                                            |  |       |            |   |       | 
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |  |       |            |   |       | 
|Other receivables                                                           |  |       | 428,552    |   |       | 
|Proceeds from convertible notes                                             |  |       | 1,653,883  |   |       | 
|Proceeds/(repayments) from promissory notes                                 |  |       | (59,094    | ) |       | 
|Share issuance                                                              |  |       | (125,359   | ) |       | 
|Net cash provided by financing activities                                   |  |       | 1,897,982  |   |       | 
|                                                                            |  |       |            |   |       | 
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |  |       |            |   |       | 
|                                                                            |  |       |            |   |       | 
|Effect of exchange rate on cash                                             |  |       | (468,354   | ) |       | 
|                                                                            |  |       |            |   |       | 
|Net increase (decrease) in cash                                             |  |       | 7,551      |   |       | 
|Cash, beginning of year                                                     |  |       | 3,671      |   |       | 
|Cash, end of year                                                           |  |       | 11,222     |   |       | 
|                                                                            |  |       |            |   |       | 
|Interest and taxes paid                                                     |  |       | -          |   |       | 
|Supplemental cash flow data                                                 |  |       |            |   |       | 
|Non-cash payment of directors’ fees                                         |  |       | 60,000     |   |       | 
|Non-cash payment of financing fees                                          |  |       | 20,000     |   |       | 
|Conversion of convertible notes                                             |  |       |            |   |       | 



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



F-4







EHAVE, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’
DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2018
AND 2017



|                                                    |  | Common stock |            |  |                                                        |   |           |                                                                           |  |   |                           |   |  |                                           |            
|--------------------------------------------------- |  | ------------ | ---------- |  | ------------------------------------------------------ | - | --------- | ------------------------------------------------------------------------- |  | - | ------------------------- | - |  | ----------------------------------------- | -----------
|                                                    |  | Shares       |            |  | Amount U.S.
                                         $ |   |           | Additional Paid
                                         in Capital U.S.$ |  |   | Accumulated Deficit U.S.$ |   |  | AccumulatedOtherComprehensiveIncome U.S.$ |            
|                                                    |  |              |            |  |                                                        |   |           |                                                                           |  |   |                           |   |  |                                           |            
|Balance December 31, 2016                           |  |              | 44,359,162 |  |                                                        |   | 913,403   |                                                                           |  |   | 582,825                   |   |  |                                           | (2,847,511 
|Prior Year Adjustment                               |  |              | 30,558     |  |                                                        |   |           |                                                                           |  |   |                           |   |  |                                           |            
|Issuance of shares, primarily on conversion of debt |  |              | 26,914,315 |  |                                                        |   | 506,141   |                                                                           |  |   |                           |   |  |                                           |            
|Warrants and stock options issued (Note 7)          |  |              |            |  |                                                        |   |           |                                                                           |  |   | 2,885,489                 |   |  |                                           |            
|Net loss                                            |  |              |            |  |                                                        |   |           |                                                                           |  |   |                           |   |  |                                           | (4,141,613 
|Foreign exchange translation                        |  |              |            |  |                                                        |   |           |                                                                           |  |   |                           |   |  |                                           |            
|Balance December 31, 2017                           |  |              | 71,304,035 |  |                                                        | $ | 1,419,544 |                                                                           |  | $ | 3,468,314                 |   |  | $                                         | (6,989,124 
|Stock options                                       |  |              |            |  |                                                        |   |           |                                                                           |  |   | 202,588                   |   |  |                                           |            
|Net loss                                            |  |              |            |  |                                                        |   |           |                                                                           |  |   |                           |   |  |                                           | (5,588,334 
|Share issuance                                      |  |              | 3,798,781  |  |                                                        |   | 125,360   |                                                                           |  |   | (125,360                  | ) |  |                                           |            
|Warrants                                            |  |              |            |  |                                                        |   |           |                                                                           |  |   | 3,454,400                 |   |  |                                           |            
|Foreign exchange translation                        |  |              |            |  |                                                        |   |           |                                                                           |  |   |                           |   |  |                                           |            
|Balance December 31, 2018                           |  |              | 75,102,816 |  |                                                        | $ | 1,544,904 |                                                                           |  | $ | 6,999,942                 |   |  | $                                         | (12,577,458



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



F-5









EHAVE, INC.

NOTES TO FINANCIAL STATEMENTS



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



A. Organization and General Description of Business





EHAVE, Inc. (formerly known as “Behavioural Neurological
Applications and Solutions or 2304101 Ontario Inc.”) (“We” or “the Company”), was incorporated
under the laws of the Province of Ontario, Canada on October 31, 2011.  The Company is a publicly listed company whose
shares are quoted on the Pink Open Market under the symbol EHVVF in the United States. On April 30, 2019, our common shares were
removed from the OTCQB Venture Market to the Pink Open Market because we were unable able to cure our bid price deficiency.



The Company is a healthcare company developing a health
data platform that integrates with proprietary and third-party assessment and therapeutic digital applications. Our product focus
is based on two tiers of activities: (1) MegaTeam and Ninja Reflex, our clinically validated digital assessment and rehabilitation
software that is engaging for the patient, (2) adaptation of third-party clinically validated digital assessment and rehabilitation
software for enhanced patient engagement and data modeling. We intend to provide technology solutions to clinicians, patients,
researchers, pharmaceutical companies and payors.



On March 25, 2019 the Company announced it had entered into
a definitive asset purchase agreement with Zyus Life Sciences Inc. pursuant to which Zyus will acquire certain intellectual property
assets and rights relating to the Company’s health informatics platform. (see Note 11).



B.  Basis of Presentation



Accordingly, the accompanying financial statements present the
operating results as discontinued activities. These financial statements and related notes are presented in accordance with accounting
principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s functional currency is
Canadian dollars. The Company’s fiscal year end is December 31.



The Company qualifies as an “emerging
growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS Act”) as the Company
does not have more than $1,070,000,000 in annual gross revenue and did not have such amount as of December 31, 2018, its last fiscal
year. The Company has elected to take advantage of the extended transition period provided in Section 102(b)(1) of the JOBS Act
for complying with new or revised accounting standards.



Revenue Recognition



The following criteria must be met
in determining whether revenue may be recorded: (1) persuasive evidence of a contract exists; (2) software has been delivered
and/or services have been provided; (3) the price is fixed or determinable; and (4) collection is reasonably assured.



Revenue is recorded as the software
is delivered and/or services are provided based on the relative fair value of each element. Unbilled receivables are created when
services are performed or software is delivered and revenue is recognized in advance of billings. Deferred revenue is created when
billing occurs in advance of performing services or when all revenue recognition criteria have not been met.



The Company generates revenue from
the following sources: (1) Software revenue, (2) Software as a Service [“SaaS”], and (3) Services revenue.



Software Revenue: The Company’s
software revenue is comprised of traditional software license fees, maintenance and support fees, and fees from the resale of third-party
software licenses. These software license fees include term licenses, perpetual licenses and rental fees. Maintenance and support
are generally offered under annual or multi-year terms and are billed either monthly or annually in advance. The Company’s
maintenance and support provides customers with periodic technology updates and interactive support related to our software. Maintenance
and support revenue is recognized ratably over the stated term.



F-6







Services Revenue: The Company’s
services offerings help customers to install, optimize and integrate the Company’s software into their computing environment.
For fixed-fee professional services contracts, revenue is recorded based upon proportional performance, measured by the actual
number of hours incurred divided by the total estimated number of hours for the project. Changes in the estimated costs or hours
to complete the contract, and losses, if any, are reflected in the period during which the change or loss becomes known. The Company
also provides professional services on a time and materials basis, recognized monthly based upon hours incurred to date. In all
cases, contract milestones, project risk profile and refund provisions are taken into consideration.



Foreign Currency Translation



The functional currency of the Company’s
foreign operations is generally the local currency of the country in which the operation is located. All assets and liabilities
are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Revenue and expenses are translated
using average exchange rates during the period. The result from currency translation is reflected in stockholders’ deficit
as a component of accumulated other comprehensive income.



Software Products and Research and
Development



Software development costs are expensed
as incurred and consist primarily of design and development costs of new products, and significant enhancements to existing products
incurred before the establishment of technological feasibility. Costs incurred subsequent to technological feasibility of new and
enhanced products, costs incurred to purchase or to create and implement internal-use software, and software obtained through business
acquisitions are capitalized. Such costs are amortized over the estimated useful lives of the related products, using the straight-line
method.



Income Taxes



Income tax expense is based on income
before income taxes and is accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. Valuation allowances are recorded when it is more likely than not that a
deferred tax asset will not be realized. The Company recognizes the effect of income tax positions only if those positions are
more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than
50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment
occurs. Considerable judgment is required in assessing and estimating these amounts and the difference between the actual outcome
of these future tax consequences and the estimates made could have a material impact on the operating results. To the extent that
new information becomes available which causes the Company to change its judgment regarding the adequacy of existing tax liabilities,
such changes to tax liabilities will impact income tax expense in the period in which such determination is made. The Company records
interest and penalties related to unrecognized tax benefits in income tax expense.



The Company has made applications for
Ontario Interactive Digital Media Tax Credits (“OIDMTC”). Judgment is required in the determination of qualifying expenses.
The final determination of qualifying expenses is not known until acceptance by tax authorities. The Company's credits have been
reflected in the financial statements.



Net Loss per Common Share, basic



The Company has adopted Accounting Standards Codification (“ASC”)
subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements
of earnings per share (EPS) information. Basic earnings (loss) per share includes no dilution and is computed by dividing net income
or loss by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects
the potential dilution of securities that could share in the earnings or losses of the entity. The Company had options to purchase
8,625,192 (2017 - 4,919,982) common shares outstanding for the year December 31, 2018. Additionally, 3,705,300 options to purchase
common shares of the Company were issued in 2018 (2017 - 11,220,545). Since these options and warrants would be anti-dilutive,
no fully diluted loss per share is presented.



F-7







Recent Pronouncements



During the years ended December 31,
2018 and 2017 there were several new accounting pronouncements issued by the Financial Accounting Standards Board (FASB). Each
of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of
any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements.



New standards and interpretations



In March 2016, the FASB issued ASU
2016-02, Leases, which supersedes ASC Topic 840, Leases, and sets forth the principles for the recognition, measurement, presentation,
and disclosure of leases for both lessees and lessors. ASU 2016- 02 requires lessees to classify leases as either finance or operating
leases and to record on the balance sheet a right-of-use asset and a lease liability, equal to the present value of the remaining
lease payments, for all leases with a term greater than 12 months regardless of the lease classification. The lease classification
will determine whether the lease expense is recognized based on an effective interest rate method or a straight-line basis over
the term of the lease. ASU 2016-02 will be effective for use beginning January 1, 2019, with early adoption permitted. Entities
are required to use a modified retrospective transition method for existing leases. The Company has determined there is no impact
from this guidance on our financial statements.



C. Risks and Uncertainties



Foreign Currency Risk



The Company is exposed to fluctuations in the exchange rate
between the United States dollar and the Canadian dollar. The Company’s continued financing activities are primarily in United
States dollars while the Company’s expenditures are primarily in Canadian dollars. Should the exchange rate between the Canadian
dollar and the United States dollar fluctuate, the Company may be exposed to resource constraints.



2.  GOING CONCERN



The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles in the United States, which contemplate the continuation of the Company
as a going concern.



Through December 31, 2018, we have incurred an accumulated deficit of $12,577,458, primarily as a result
of expenses incurred through a combination of development and commercialization activities related to our products and general
and administrative expenses supporting those activities, as well as a net loss of $5,588,334 and negative operating cash flows.
Our total cash and cash equivalents balance as of December 31, 2018 was $11,222. At December 31, 2018, we had working capital deficit
of $4,007,785, of which $2,971,652 relates to convertible notes convertible into common shares subsequent to the year ended December
31, 2018. We anticipate that we will continue to incur losses and negative cash flows from operations, and that such losses will
increase over the next several years due to development costs associated with our MegaTeam and Ninja Reflex products, until our
products reach commercial profitability. As a result of these expected losses and negative cash flows from operations, along with
our current cash position, we may not have sufficient resources to fund operations through the third quarter of 2019. Therefore,
there is substantial doubt about our ability to continue as a going concern.



3.  FAIR VALUE MEASUREMENT



ASC Topic 820, Fair Value Measurement, establishes
a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques
used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Refundable
taxes, accounts payable, development grant and convertible notes are all stated at book value due to the term and nature of such
items.



.4.  OTHER RECEIVABLES



Other receivables include $418,553 (CDN $571,074) that relates
to filed applications for Ontario Interactive Media Tax Credits. In January 2019, this amount was pledged against a loan. See Note
11



F-8









5.  RELATED PARTY TRANSACTIONS



The related party transactions are as
follows:



We entered into a term sheet with Companion
Healthcare Corporation (“CHC”), dated June 30, 2017, whereby CHC will acquire the exclusive rights to the Company’s
informatics platform for use in companion animals, and we received a deposit of $135,232 for the Company’s fieldwork. License
fees are to be established by a third party evaluator. Scott Woodrow, a director of the Company, is the President and a minority
shareholder of CHC.



On October 30, 2018, we entered in an agreement
with Companion Healthcare Technologies Inc.(“CHT”), for the use of Ehave Connect whereby CHT will acquire the exclusive
rights to Ehave Connect for use in companion animals. Scott Woodrow, a director of the Company, is the President and a minority
shareholder of CHT.



On October 11, 2017 the Company entered
into an Investor Letter with Scott Woodrow, a director, pursuant to which he agreed to purchase securities of the Company on similar
terms as certain offerings of the Company that are consummated prior to December 31, 2017, or, if such an offering is not consummated,
the purchase amount will be converted into a secured promissory note that matures on January 31, 2018 (which, at the investor’s
option, may be converted into common shares of the Company). Such investors are also entitled to additional warrant coverage in
the event that we do not close such an offering prior to December 31, 2017. No such offering consummated prior to December 31,
2017, and such notes were converted into unsecured convertible debentures notes on January 31, 2018.



On October 11, 2017, the Company entered
into a demand non-interest bearing unsecured promissory note with Scott Woodrow, a director of the Company, in the principal amount
of $80,276 (CDN $100,000). On January 18, 2018 the note was exchanged for an unsecured convertible debenture. (see Note 11)



We have entered into employment contracts
with each of our officers. As such the Company paid a salary to Prateek Dwivedi, the current Chief Executive Officer and a Director
of the Company of $300,912 (CDN $390,000) (2017 - $300,717 (CDN $390,000)).

The Company declared a bonus payable to Mr. Dwivedi of $150,456 (CDN $195,000) (2017 – nil). During the year there were no
consulting fees paid to Mr. Dwivedi. During 2017 consulting fees were paid to a company in which Mr. Dwivedi is the beneficial
owner of $117,839 (CDN $162,350)). During 2017 the Company paid consulting fees of $116,238 (CDN $150,750) to Scott Woodrow.



On January 31, 2018, the Company entered
into a secured convertible debenture agreement (the “Secured Debentures”) for total proceeds of $1,218,620 (CDN$1,500,000),
issued in two installments. On February 27, 2019, we entered into an agreement to convert the note into 1,268,274,936 common shares
of the Company. Binyomin Posen and Zeke Kaplan, directors of the Company, have personal and business relations with some of the
lenders.



On January 31, 2018, promissory notes with
an aggregate principal amount of $311,967 (CDN$384,000) outstanding at December 31, 2017 were exchanged for unsecured convertible
debentures (the “Unsecured Debentures”). On February 27, 2019, we entered into an agreement to convert the note into
276,809,884 common shares of the Company. Binyomin Posen and Zeke Kaplan, directors of the Company, have personal and business
relations with some of the lenders.



On January 31, 2018, we entered into a
secured convertible debenture agreement (the “Secured Debentures”) for total proceeds of $1,218,620 (CDN$1,500,000),
issued in two installments. The Secured Debentures were secured against the general assets and intellectual property of the Company.
Under the terms of the Secured Debentures, the principal amount and accrued interest was convertible into our common shares at
a conversion price equal to 75% the issue price of common shares under a qualified offering. The conversion of the Secured Debentures
was at the option of the holder. At the time of conversion, the holder was to also receive an equal amount of common share purchase
warrants with an exercise price equal to the issue price. The Secured Debentures were due on July 31, 2018 and bore interest at
10% per annum. The initial installment of the Secured Debentures was issued on January 31, 2018 for proceeds of $609,310 (CDN$750,000).
On March 19, 2018, the final instalment of $573,307 (CDN$750,000) was received. On February 27, 2019, as part of the recapitalization,
we entered into an agreement to convert the Secured Debentures and right to receive warrants into 1,268,274,936 common shares.



F-9







On September 27, 2018, we issued demand
non-interest bearing senior secured promissory notes in the aggregate principal amount of $85,756 (CDN$111,110), including $11,110
of original issue discount. On February 27, 2019, promissory notes with an aggregate principal amount of $85,756 (CDN$111,110)
were exchanged for unsecured debentures for a bridge loan. On February 28, 2019, we entered into an agreement to convert the note
into 54,203,662 common shares of the Company. Binyomin Posen and Zeke Kaplan, directors of the Company, have personal and business
relations with some of the lenders.



On January 28, 2019, we issued demand non-interest
bearing senior secured promissory notes in the aggregate principal amount of $85,756 (CDN$125,000), including $18,841(CDN$25,000)
of original issue discount. Binyomin Posen and Zeke Kaplan, directors of the Company, have personal and business relations with
some of the lenders.



On February 27, 2019, we entered into agreements
to exchange $400,000 in fees for 126,837,838 common shares of the Company. Binyomin Posen and Zeke Kaplan, directors of the Company,
have personal and business relations with one of the vendors who exchanged fees.



On March 26, 2019, we issued demand non-interest
bearing senior secured promissory notes in the aggregate principal amount of $98,351 (CDN$131,683), including $23,663 (CDN$31,683)
of original issue discount. Binyomin Posen and Zeke Kaplan, directors of the Company, have personal and business relations with
some of the lenders.



6.  PROMISSORY AND CONVERTIBLE NOTES



On October 11, 2017, we entered into Investor Letters, pursuant to which certain persons agreed to purchase
securities of the Company on similar terms as certain offerings of the Company that are consummated prior to December 31, 2017,
or, if such an offering is not consummated, the purchase amount will be converted into a secured promissory note that matures on
January 31, 2018 (which, at the investor’s option, may be converted into common shares of the Company). We received aggregate
proceeds of $100,000. No such offerings were consummated prior to December 31, 2017, and such notes were converted into Unsecured
Debentures on January 31, 2018 (see below), which have been converted into common shares on February 27, 2019.



On November 15, 2017, we issued demand
non-interest bearing senior secured promissory notes in the aggregate principal amount of $196,237. Lenders of the promissory notes
were issued 2,133,333 common share warrants at an exercise price of $0.075 per share with an expiry date of November 16, 2022.
On January 31, 2018 $148,745 of the promissory notes were repaid and $47,932 of the promissory notes were exchanged for Unsecured
Debentures. On February 27, 2019, we entered into an agreement to cancel the warrants in exchange for 31,109,865 common shares
of the Company.



F-10







On January 31, 2018, we entered into a
secured convertible debenture agreement (the “Secured Debentures”) for total proceeds of $1,218,620 (CDN$1,500,000),
issued in two installments. The Secured Debentures were secured against the general assets and intellectual property of the Company.
Under the terms of the Secured Debentures, the principal amount and accrued interest was convertible into our common shares at
a conversion price equal to 75% the issue price of common shares under a qualified offering. The conversion of the Secured Debentures
was at the option of the holder. At the time of conversion, the holder was to also receive an equal amount of common share purchase
warrants with an exercise price equal to the issue price. The Secured Debentures were due on July 31, 2018 and bore interest at
10% per annum. The initial installment of the Secured Debentures was issued on January 31, 2018 for proceeds of $609,310 (CDN$750,000).
On March 19, 2018, the final instalment of $573,307 (CDN$750,000) was received. On February 27, 2019, as part of the recapitalization,
we entered into an agreement to convert the Secured Debentures and right to receive warrants into 1,268,274,936 common shares.



On January 31, 2018, certain promissory
notes with an aggregate principal amount of $311,967 (CDN$384,000) outstanding at December 31, 2017 were exchanged for unsecured
convertible debentures (the “Unsecured Debentures”). From January 1, 2018 to January 31, 2018, we issued an additional
$20,098 (CDN$25,000) Unsecured Debentures for total proceeds of $332,065 (CDN$409,000). On March 19, 2018, an installment of the
Unsecured Debentures in the amount of $382,263 (CDN$500,000) was received. Under the terms of the Unsecured Debentures, the principal
amount and accrued interest was convertible into our common shares at a conversion price equal to 75% the issue price of common
shares under a qualified offering. The conversion of the Unsecured Debentures was at the option of the holder. At the time of conversion,
the holder was to also receive 120% of the amount of the common shares issued of common share purchase warrants with an exercise
price equal to the issue price. The Unsecured Debentures were due on July 31, 2018 and bore interest at 10% per annum. On February
27, 2019, we entered into an agreement to convert the Unsecured Debentures and the right to receive warrants an into 276,809,884
common shares.



On September 27, 2018, we issued demand non-interest bearing senior secured promissory notes in the aggregate
principal amount of $85,756 (CDN$111,110), including $11,110 of original issue discount. On February 27, 2019, promissory notes
with an aggregate principal amount of $85,756 (CDN$111,110) were exchanged for unsecured debentures for a bridge loan. On February
28, 2019, we entered into an agreement to convert the note into 54,203,662 common shares.



On October 31, 2018, we issued demand senior
secured promissory notes in the aggregate principal amount of $57,000 (CDN $72,960).



On December 5, 2018, we entered a securities
purchase agreement for $141,000 (CDN $168,691), including $13,000 of original issue discount. Under the terms of the agreement,
the principal amount and accrued interest is convertible into common shares of the Company at a conversion price equal to 73% of
the market price. The conversion of the debentures is at the option of the holder between 180 days following the issue of the debentures
and the maturity date. The debentures are due on December 5, 2019 and bear interest at 8% per annum.



7. STOCK BASED COMPENSATION



Under the terms of the Company’s employment agreement
with the Chief Executive Officer, Prateek Dwivedi, and the Chief Technology Officer, Dave Goyette, Mr. Dwivedi and Mr. Goyette
have received stock option grants. During the year Mr. Dwivedi received a grant of stock options to purchase up to 3,705,300 (2017
– 1,404,118) shares of the Company’s common stock at a price of $0.06 per share for the first 1,235,100 shares, $0.12
per share for the second 1,235,100 shares and $0.20 per share for the third 1,235,100 shares. The 2017 Option Shares vested rateably
over 12 months and 24 months respectively at the date of issuance.



F-11







During 2017 Mr. Goyette received a grant of stock options to
purchase up to 707,415 shares of the Company’s common stock at a price of $0.50 per share for 433,000 shares and $0.08 per
share for 274,415 shares. The Option Shares vested rateably over 12 months and 24 months respectively at the date of issuance.



Summary Stock Compensation Table



The following table sets forth the Company’s paid or accrued
stock compensation expense to its officers, directors, employees and contractors.



|                             |  | Stock Awards |   |  | Stock Options Awards |   |   | Non-Vested Stock Awards |  |   | Securities Underlying Non-Vested Stock |  |  | Total |          
|---------------------------- |  | ------------ | - |  | -------------------- | - | - | ----------------------- |  | - | -------------------------------------- |  |  | ----- | ---------
|Year ended December 31, 2017 |  | $            | - |  |                      | $ | - |                         |  | $ | -                                      |  |  |       | 2,111,533
|Year ended December 31, 2018 |  | $            | - |  |                      | $ | - |                         |  | $ | -                                      |  |  |       | 5,816,833



A Summary of the status of the Company’s option grants
as of December 31, 2018 and 2017 and the changes during the periods then ended is presented below:



|                              |  | Shares |           |  | Weighted- Average Exercise Price |   |      | Weighted Average Remaining Contractual Term (in Years) |  |  | Aggregate Intrinsic Value | 
|----------------------------- |  | ------ | --------- |  | -------------------------------- | - | ---- | ------------------------------------------------------ |  |  | ------------------------- | 
|Outstanding December 31, 2016 |  |        | 2,808,359 |  |                                  | $ | 0    |                                                        |  |  | 5.0                       | 
|Granted                       |  |        | 2,111,533 |  |                                  | $ | 0.17 |                                                        |  |  | 5.0                       | 
|Exercised                     |  |        | -         |  |                                  |   | -    |                                                        |  |  | -                         | 
|Forfeited                     |  |        | -         |  |                                  |   | -    |                                                        |  |  | -                         | 
|Outstanding December 31, 2017 |  |        | 4,919,892 |  |                                  | $ | -    |                                                        |  |  | 5.0                       | 
|Granted                       |  |        | 3,705,300 |  |                                  | $ | 0.14 |                                                        |  |  | 5.0                       | 
|Exercised                     |  |        |           |  |                                  | $ | -    |                                                        |  |  | -                         | 
|Forfeited                     |  |        | -         |  |                                  |   | -    |                                                        |  |  | -                         | 
|Outstanding December 31, 2018 |  |        | 8,625,192 |  |                                  | $ | -    |                                                        |  |  | 5.0                       | 



None of the options granted during 2017 vested within the year.
The weighted average fair value at the grant date for options during the year ended December 31, 2017 was estimated using the Black-Scholes
option valuation model with the following inputs:



|                                |  | 2017 |     
|------------------------------- |  | ---- | ----
|Average expected life in years  |  |      | 5   
|Average risk-free interest rate |  |      | 2.20
|Average volatility              |  |      | 253 
|Dividend yield                  |  |      | 0   



F-12







Risk-free interest rates for the options were taken from the
5 year federal treasury rate at December 31, 2017. The expected volatility was based on historical data and other relevant factors
such as capital structure and the nature of the Company.



In calculating the expected life of stock options, the Company
determines the amount of time from grant date to expected contractual term date for vested options. In developing the expected
life assumption, all amounts of time are weighted by the number of underlying options.



A summary of the status of the Company’s vested and non-vested
option grants at December 31, 2018 and December 31, 2017 and the weighted average grant date fair value is presented below:



|2018       |  | Shares |           |  | Weighted
                                         AverageGrant Date Fair
                                         Value perShare |   |      | WeightedAverage GrantDate Fair
                                         Value | 
|---------- |  | ------ | --------- |  | -------------------------------------------------------------------------------------------------------------------------------- | - | ---- | ----------------------------------------------------------------------------- | 
|Vested     |  |        | 4,816,987 |  |                                                                                                                                  | $ | 0.14 |                                                                               | 
|Non-vested |  |        | 3,808,205 |  |                                                                                                                                  | $ | 0.13 |                                                                               | 
|Total      |  |        | 8,625,192 |  |                                                                                                                                  | $ | 0.13 |                                                                               | 
|           |  |        |           |  |                                                                                                                                  |   |      |                                                                               | 
|2017       |  | Shares |           |  | Weighted Average Grant Date Fair Value per Share                                                                                 |   |      | Weighted Average Grant Date Fair Value                                        | 
|Vested     |  |        | 3,410,191 |  |                                                                                                                                  | $ | 0.14 |                                                                               | 
|Non-vested |  |        | 1,509,701 |  |                                                                                                                                  | $ | 0.14 |                                                                               | 
|Total      |  |        | 4,919,892 |  |                                                                                                                                  | $ | 0.14 |                                                                               | 



Warrants Issued

The following table reflects a summary of Common Stock warrants
outstanding and warrant activity during 2017:

|                                          |  | Number
ofwarrants |            |  | Weighted Average Exercise Price |   |        | Weighted Average Term (Years) | 
|----------------------------------------- |  | ----------------- | ---------- |  | ------------------------------- | - | ------ | ----------------------------- | 
|Warrants outstanding at December 31, 2016 |  |                   | 20,591,686 |  |                                 |   | -      |                               | 
|Granted during the year                   |  |                   | 5,433,230  |  |                                 | $ | 0.0818 |                               | 
|Exercised during the year                 |  |                   | 13,300,539 |  |                                 |   | -      |                               | 
|Forfeited during the year                 |  |                   | -          |  |                                 |   | -      |                               | 
|Warrants outstanding at December 31, 2017 |  |                   | 12,694,377 |  |                                 |   | -      |                               | 
|Granted during the year                   |  |                   | 47,150,588 |  |                                 | $ | 0.075  |                               | 
|Exercised during the year                 |  |                   | 3,798,781  |  |                                 | $ | 0.033  |                               | 
|Forfeited during the year                 |  |                   | -          |  |                                 |   | -      |                               | 
|Warrants outstanding at December 31, 2017 |  |                   | 56,046,184 |  |                                 |   | -      |                               | 



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The Common stock warrants expire in the years ended December
31 as follows:



|Year |  | Amount |           
|---- |  | ------ | ----------
|2018 |  |        | -         
|2019 |  |        | -         
|2020 |  |        | 55,096,798
|2021 |  |        | 949,386   
|2022 |  |        | -         
|     |  |        | 56,046,184



8.  DEVELOPMENT GRANT



On June 7, 2012, the Company entered into a project funding
agreement with the Canada-Israel Research and Development Foundation (“CIIRDF”). The purpose of the grant was to fund
the Company’s activities related to the development of a cognitive assessment and treatment platform for childhood attention
deficit disorder and attention hyperactivity disorder (the “Development”). Under the terms of the grant, CIIRDF would
fund up to CDN$300,000 of development activities related to the Development. The grant is repayable to CIIRDF based on 2.5% of
annual gross sales related to products developed from the Development. The Company received CDN$225,000 from CIIRDF to fund the
Development. The amount presented in these financial statements is reflected in United States dollars.



9. INCOME TAXES



The Company computes income taxes using the asset and liability
approach. The Company currently has no issue that creates timing differences that would mandate a deferred tax expense. Due to
the uncertainty as to the utilization of net operating loss carryforwards, a valuation allowance has been made to the extent of
any tax benefit that net operating losses may generate. No provision for income tax has been recorded for the years ended December
31, 2018 and December 31, 2017 due to the Company’s operating losses.



The Company is entitled to refundable SRED tax credits for qualifying
research and development activities performed in Canada. During the year the Company filed applications for Ontario Interactive
Media Tax Credits. The Company recognizes the benefit of its tax credits when there is reasonable assurance that they will be realized.
The Company has a net operating loss for tax purposes of CDN $1,977,973 (2017 – CDN $1,629,068) that can be carried forward
over 20 years.



Deferred Income Taxes

Deferred income taxes primarily represent the net effect of
temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for
income tax purposes. The components of the Company’s deferred taxes are as follows:



|                                   |  | 2018 |          |   | 2017 |      
|---------------------------------- |  | ---- | -------- | - | ---- | -----
|Deferred tax assets (liabilities): |  |      |          |   |      |      
|Net operating loss carryforward    |  | CDN$ | 933,063  |   |      | CDN $
|Total deferred tax assets          |  |      | 933,063  |   |      |      
|Valuation Allowance                |  |      | (933,063 | ) |      |      
|Net Deferred tax assets            |  | $    | -        |   |      | $    



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10.  COMMITMENTS AND CONTINGENCIES



On December 8, 2011 the Company entered into a Collaboration
Agreement between The Hospital for Sick Children (“SickKids”) and the Ontario Brain Institute (“OBI”).
Under the terms of the Collaboration Agreement, the OBI agreed to fund SickKids activities related to the development of a software
based treatment program for Attention Deficit and Hyperactivity Disorder in children (the “Project”). Funding of SickKids
by the OBI was based on a Project budget of CDN$491,204 in which the Company was to contribute at least the same financial commitments
for its own activities under the Project. During the Project period from December 8, 2011 to March 31, 2014, the Company contributed
approximately CDN$540,000 consisting of CDN$437,400 of salaries and consulting fees, CDN$50,000 of software development and CDN$53,000
of equipment, supplies and overhead. Under the terms of the Collaboration Agreement, Project activities were to be substantially
completed by March 31, 2014. Under the terms of the Collaboration Agreement, the Company is obligated to pay SickKids a minimum
royalty on Project intellectual property of the amount of the Development Grant CDN$491,204. Under the terms of the royalty agreement
between the Company and SickKids, such payments are to be made based on 5% of net revenue for the first CDN$15,000,000 of related
Project product and 2.5% of net revenue thereafter. As of December 31, 2018, $3,664 (CDN $5,000) is due under the terms of the
royalty agreement.



We currently lease approximately 1,636 square feet of office
space located at 277 Lakeshore Road East, Suite 203, Oakville, Ontario, Canada. The term under our lease agreement, as amended
on April 6, 2018, will expire on May 1, 2020. The total contractual obligation of the lease is $56,131 of which $39,622 is current.



11  SUBSEQUENT EVENTS



On January 21, 2019, we issued a senior
secured promissory note in the aggregate principal amount of $263,192 (CDN$350,000). The secured promissory note is secured against
certain of our assets, including all development tax credits that the Company has applied for and receives. The loan is due on
May 21, 2020 and bears and interest rate at 20.07% per annum.



On January 28, 2019, we issued demand non-interest
bearing senior secured promissory notes in the aggregate principal amount of $85,756 (CDN$125,000), including $18,841(CDN$25,000)
of original issue discount.



On February 27, 2019, we entered into an
agreement to exchange $150,000 in fees owed to Scott Woodrow, a retired Director of the Company for 47,564,189 common shares of
the Company.



On February 27, 2019, we entered into an
agreement to exchange $100,000 in fees owed to KW Capital Partners Ltd. for 31,709,460 common shares of the Company.



On February 27, 2019, we entered into an
agreement to exchange $150,000 in fees and common shares owed to Bezalel Partners LLC for 47,564,189 common shares of the Company.



On February 27, 2019, we entered into agreements
to cancel options, cancel option anti-dilution clauses, and cancel employee severance liabilities in exchange for 304,437,002 common
shares of the company



On February 27, 2019, we entered into an
agreement to cancel 2,250,000 compensation warrants that had anti-rachet and anti-dilution provisions for 32,811,191 common shares
of the Company.



On March 22, 2019, we entered into an Asset
Purchase Agreement with ZYUS, pursuant to which we will sell to ZYUS all of our property and assets, including intellectual property,
relating to technology stack, data models, UI flows, and APIs of its health informatics Ehave Connect platform (the “Asset
Sale”). The Ehave Connect platform contains components specifically designed to be used by medical cannabis patients to efficiently
gather and verify patient-reported outcomes and experiences, evaluate treatment progress, enhance patient engagement and improve
data modeling.



In connection with the Agreement, ZYUS
will pay us a total purchase price of CAD $1.2 million in cash, CAD $260,000 of which was provided to us upon execution of a non-binding
term sheet, and CAD $100,000 of which was provided to us pursuant to an advance provided on April 30, 2019, as well as 361,011
common shares of ZYUS, priced at CDN$5.54 per share, which is to be issued at closing (the “Consideration Shares”).



On March 26, 2019, we issued demand non-interest
bearing senior secured promissory notes in the aggregate principal amount of $98,351 (CDN$131,683), including $23,663 (CDN$31,683)
of original issue discount.



F-15