UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
20-F/A

(Amendment
1)



|[  ] | 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, 2019                                             



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)



18851
NE 29th Ave., Suite 700

Aventura,
FL 33180

(Address
of principal executive offices)



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: 25,413,919 common shares as at December 31, 2019



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 [X] No [  ]



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. [  ]



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 Reporting Standards as issued by the
        International
        Accounting Standards Board | 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]


















EXPLANATORY
NOTE



Ehave
Inc. (the “Company”) is filing this first amendment to its annual report filing on Form 20-F filed on June 12, 2020
to correct certain disclosures contained in notes in Item 7. No other changes have been made to the Form 20-F other than those
described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form
20-F or modify or update in any way disclosures made in the Form 20-F not set forth herein.



ITEM
7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



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



The
following table lists the beneficial ownership of our securities as of May 26, 2020 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 May 26, 2020, 25,413,919 of our ordinary shares
were outstanding. As at May 26, 2020, 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 of Shares Beneficially Owned |            |  | Percentage of Shares Outstanding | 
|------------------------ |  | ----------------------------------- | ---------- |  | -------------------------------- | 
|Rocfrim, Inc. (1)(2)     |  |                                     | 2,137,389  |  |                                  | 
|                         |  |                                     |            |  |                                  | 
|Anthony Heller (3)       |  |                                     | 11,743,800 |  |                                  | 
|                         |  |                                     |            |  |                                  | 
|Sruli Weinreb (3)        |  |                                     | 11,743,800 |  |                                  | 
|                         |  |                                     |            |  |                                  | 
|Wannigan Partners(4)     |  |                                     | 1,522,606  |  |                                  | 



|(1) | Includes (i) 6,973
    shares held by Rocpart Inc. (“Rocpart”) over which Mr. Kaplan, as President of Rocpart has sole voting and dispositive
    power and (ii) 2,130,416 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 3,057,442
    common shares directly held by Plazacorp Investments Limited and 8,687,710 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.
|(4) | Scott Coleman, Vice
    President of Wannigan Partners has sole voting and dispositive power over shares held by Wannigan Partners                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



Changes
in Percentage Ownership by Major Shareholders



Shares
owned as of May 26, 2020 are reported after giving effect to the Company’s 1 for 100 reverse split completed on May 29,
2019. Share amounts for prior years are reported on a pre-split basis.



As
of May 26, 2020, Mr. Woodrow, a founder of the Company, beneficially owned 1,267,594 common shares, or 4.988%, of our then outstanding
common shares.



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 May 26, 2020, Rocfrim Inc. beneficially owned 2,130,416 common shares, or 8.41%, 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 May 29, 2020, Plazacorp Investments Limited beneficially owned 3,057,442 common shares, or 12%, 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 26, 2020, David Stefansky beneficially owned 995,937 common shares or 3.92% of our then issued and outstanding common shares.



As
of April 15, 2019, David Stefansky owned beneficially owned 99,593,531 common shares, or 3.92%, 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.



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 May 26, 2020, Eisenberg Family Foundation beneficially owned 1,263,430 common shares, or 4.97%, of our then outstanding common
shares. Solomon Eisenberg has sole voting and dispositive power over shares held by Eisenberg Family Foundation.



As
of April 15, 2019, Eisenberg Family Foundation beneficially owned 126,342,952 common shares, or 4.97%, of our then outstanding
common shares.



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 May 26, 2020, KW Capital Partners Ltd beneficially owned 8,687,710 common shares, or 34.2% 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 May 26, 2020, Wannigan Partners beneficially owned 1,522,606 common shares, or 5.99% 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 | 
|--------------------------------- |  | ---------------------------------------------------- | ---------- |  | ------------------------------ |  | -- | ---------------------------------------------------- |  |  | -------------------------------------------------------- | 
|60                                |  |                                                      | 25,413,919 |  |                                |  | 14 |                                                      |  |  | 3,612,469                                                | 



Change
of Control



As
of Mary 26, 2020, 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
| | -- | --------------------------



We
have entered into related party transactions as follows:



●
We have entered into a consulting contract with our CEO (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 (CAD$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 (CAD$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 (CAD$111,110), including $11,110 of original issue discount. On February 27, 2019, promissory notes with an
aggregate principal amount of $85,756 (CAD$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 (CAD$125,000), including $18,841(CAD$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 (CAD$131,683), including $23,663 (CAD$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 Counsel
| | -- | --------------------------------



Not
applicable











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           |  | Articles of Amendment to the Articles of Incorporation dated May 28, 2019 (5A)                                                  
|1.7           |  | Bylaws No. 2 (6)                                                                                                                
|4.1           |  | Form of Convertible Loan Agreement (7)                                                                                          
|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, 2016 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)(45)                                                                
|4.40  |  | Form of Note Conversion Agreement (Regular, 2016 Notes)(46)                                                                
|4.41  |  | Form of Note Conversion Agreement (Regular, 2018 Notes)(47)                                                                
|4.42  |  | Form of Promissory Note dated September 27, 2018 (48)                                                                      
|4.43  |  | Form of Promissory Note dated September 27, 2018 (49)                                                                      
|4.44  |  | Agreement, dated October 30, 2018, between the Company and Companion Healthcare Technologies. (50)                         
|4.45  |  | Form of Promissory Note dated November 29, 2018 (51)                                                                       
|4.46  |  | Form of Promissory Note dated October 31, 2018 (52)                                                                        
|4.47  |  | Loan Agreement dated January 1, 2019 (53)                                                                                  
|4.48  |  | Form of Promissory Note dated January 28, 2019 (54)                                                                        
|4.49  |  | Form of Promissory Note dated January 28, 2019 (55)                                                                        
|4.50  |  | Form of Warrant Cancellation (56)                                                                                          
|4.51  |  | Memorandum of Understanding, dated February 27, 2019, between the Company and David Goyette, Chief Technology Officer (57) 
|4.52  |  | Memorandum of Understanding, dated February 27, 2019, between the Company and Prateek Dwivedi, Chief Executive Officer (58)
|4.53  |  | Form of Bridge Loan Agreement (59)                                                                                         
|4.54  |  | Form of Bridge Loan Note (60)                                                                                              
|4.55  |  | Agreement, dated February 27, 2019, between the Company and Bezalel Partners LLC (61)                                      
|4.56  |  | Agreement, dated February 27, 2019, between the Company and KW Capital Partners Ltd (62)                                   
|4.57  |  | Agreement, dated February 27, 2019, between the Company and Scott Woodrow (63)                                             
|4.58  |  | Form of Note Conversion - Bridge Loan Note (64)                                                                            
|4.59  |  | Form of Promissory Note dated March 26, 2019 (65)                                                                          
|4.60  |  | Asset Purchase Agreement, dated March 22, 2019, between Ehave, Inc. and ZYUS Life Sciences Inc. (66)                       
|4.61  |  | Form of Security Agreement, to be entered into between Ehave, Inc. and ZYUS Life Sciences Inc. (67)                        
|4.62  |  | Form of Non-Competition Agreement, to be entered into between Ehave, Inc. and ZYUS Life Sciences Inc. (68)                 
|4.63  |  | Minutes of Settlement, dated April 18, 2019, between Ehave, Inc. and Companion Healthcare Technologies (69)                
|4.64  |  | Executive Consulting Agreement dated June 24, 2019 between the Company and Ben Kaplan (70)                                 
|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                       



*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.  
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------
|(5A) | Incorporated
    by reference to Exhibit 3.1 to the Company’s Report on Form 6-k filed with the SEC on May 24, 2019                              
|(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.
|(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 August 16, 2018.                 
|(29) | Incorporated
    by reference to Exhibit 4.23 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018.                 
|(30) | Incorporated
    by reference to Exhibit 4.24 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018.                 
|(31) | Incorporated
    by reference to Exhibit 4.25 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018.                 
|(32) | Incorporated
    by reference to Exhibit 4.26 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018.                 













|(33) | Incorporated
    by reference to Exhibit 4.27 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018.
|---- | --------------------------------------------------------------------------------------------------------------------------------
|(34) | Incorporated
    by reference to Exhibit 4.28 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018.
|(35) | Incorporated
    by reference to Exhibit 4.29 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018.
|(36) | Incorporated
    by reference to Exhibit 4.30 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018.
|(37) | Incorporated
    by reference to Exhibit 4.31 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018.
|(38) | Incorporated
    by reference to Exhibit 4.32 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018.
|(39) | Incorporated
    by reference to Exhibit 4.33 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018.
|(40) | Incorporated
    by reference to Exhibit 4.34 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018.
|(41) | Incorporated
    by reference to Exhibit 4.35 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018.
|(42) | Incorporated
    by reference to Exhibit 4.36 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018.
|(43) | Incorporated
    by reference to Exhibit 4.37 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018.
|(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.  
|(45) | Incorporated
    by reference to Exhibit 4.39 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.  
|(46) | Incorporated
    by reference to Exhibit 4.40 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.  
|(47) | Incorporated
    by reference to Exhibit 4.41 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.  
|(48) | Incorporated
    by reference to Exhibit 4.42 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.  
|(49) | Incorporated
    by reference to Exhibit 4.43 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.  
|(50) | Incorporated
    by reference to Exhibit 4.44 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.  
|(51) | Incorporated
    by reference to Exhibit 4.45 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.  
|(52) | Incorporated
    by reference to Exhibit 4.46 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.  
|(53) | Incorporated
    by reference to Exhibit 4.47 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.  
|(54) | Incorporated
    by reference to Exhibit 4.48 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.  
|(55) | Incorporated
    by reference to Exhibit 4.49 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.  
|(56) | Incorporated
    by reference to Exhibit 4.50 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.  
|(57) | Incorporated
    by reference to Exhibit 4.51 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.  
|(58) | Incorporated
    by reference to Exhibit 4.52 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.  
|(59) | Incorporated
    by reference to Exhibit 4.53 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.  













|(60) | Incorporated
    by reference to Exhibit 4.54 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
|---- | ------------------------------------------------------------------------------------------------------------------------------
|(61) | Incorporated
    by reference to Exhibit 4.55 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
|(62) | Incorporated
    by reference to Exhibit 4.56 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
|(63) | Incorporated
    by reference to Exhibit 4.57 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
|(64) | Incorporated
    by reference to Exhibit 4.58 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
|(65) | Incorporated
    by reference to Exhibit 4.59 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
|(66) | Incorporated
    by reference to Exhibit 4.60 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
|(67) | Incorporated
    by reference to Exhibit 4.61 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
|(68) | Incorporated
    by reference to Exhibit 4.62 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
|(69) | Incorporated
    by reference to Exhibit 4.63 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019.
|(70) | Incorporated
    by reference to Exhibit 10.1 to the Company’s Report on Form 6-K filed with the SEC on July 22, 2019         













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:
July 7, 2020



EHAVE,
INC.



|/s/
    Ben Kaplan                                           | 
|------------------------------------------------------------ | 
|Ben Kaplan                                                   | 
|Chief Executive
    Officer and Principal Accounting Officer |