20-F/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

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

OR

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2021

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)

100 SE 2nd St., Suite 2000

Miami, FL 33131

(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: 244,523,925 common shares as December 31, 2021

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

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 ☒

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 ☐

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 ☒ 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 ☒
		Emerging growth company ☒

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 whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

U.S. GAAP	International Financial Reporting Standards as issued by the International Accounting Standards Board	Other
☒	☐	☐

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 ☒

EXPLANATORY NOTE

Ehave, Inc. (the “Company”) filed its Annual Report on Form 20-F for the year ended December 31, 2021, with the Securities and Exchange Commission (“SEC”) on May 27, 2022 (the “Original Form 20-F”). This Amendment No. 1 on Form 20-F/A (“Amendment No. 1” or “Form 20-F/A”) is being filed to reflect the restatement of property and equipment, other assets, accounts payable and accrued expenses, accrued expenses- related party, current portion of convertible notes, net of debt discount, common stock, accumulated deficit, non-controlling interest, general and administrative expense, interest expense, amortization expense, net loss from continuing operations, net loss, loss attributable to the noncontrolling interest, and net loss attributable to Ehave, Inc. stockholders (the “Restatement”) in the consolidated balance sheet and statement of operations for the year ended December 31, 2021.

The Restatement is due to the Company performing an evaluation of its accounting in connection with the fair value of common stock issued, the issuance of convertible notes and the related interest and amortization of debt discount, the reclass of fixed assets, and the employment agreement entered into between Mycotopia Therapies, Inc. (“Mycotopia”) and Ben Kaplan, the Company’s CEO. Management determined that the Original Form 20-F does not give effect to the items mentioned above including the issuance of a warrant (the “Warrant”) to purchase shares for 5% of the fully diluted common stock outstanding of Mycotopia. The Company recorded an additional stock-based compensation expense of $2,029,861 in relation to the Warrant. The cash compensation and Warrant was granted to the CEO of the Company pursuant to his consulting agreement with Mycotopia entered into on November 17, 2021. On April 25, 2023, management concluded its evaluation and determined that the identified errors require the filing of Amendment No. 1, as further discussed in Notes 1 and 4 to the consolidated financial statements included in this Form 20-F/A.

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/A. 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 2022 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 the Annual Report on Form 20-F filed on May 27, 2022, 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 psychedelics 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.

Additionally, through our KetaDash subsidiary, we provide a platform for medical practitioners to administer healthcare services to patients at home, with an emphasis on providing ketamine infusion services.

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.

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.

2

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.

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. For the year ended December 31, 2021, we raised an aggregate of approximately $3,014,000 to fund our operations, from the issuance of convertible notes and warrants and through our offering pursuant to Regulation A.

During the year ended December 31, 2021, we issued convertible promissory notes in the principal amount of $1,768,700, in the aggregate. The principal amount includes $224,000 of original issue discount and 7,438,333 warrants with an exercise price of $0.01 per share. The term of the notes are between 18 and 24 months. The notes mature from July 2022 to December 2023. The convertible promissory notes are convertible into shares of common stock at $0.01 per share. During the year ended December 31, 2021, we converted $1,469,004 of principal debt and interest, and issued 141,635,524 shares of common stock, in the aggregate, upon conversion of the convertible promissory notes.

Operating Losses

Since our inception, we have incurred significant operating losses. Our net losses were $11,481,906 and $3,514,736 for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, we had an accumulated deficit of $29,966,387. 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, NinjaReflex and KetaDash products as well as to engage in continuing research and development related to products and services.

A. Operating Results

Years Ended December 31, 2021, and December 31, 2020

Revenues

We have no revenue from continuing operations for the years ended December 31, 2021 and 2020.

General and Administrative

General and administrative expenses increased $5,167,305 to $9,088,841 for the year ended December 31, 2021 compared to $3,921,536 for the year ended December 31, 2020. The increase was primarily due to the increase of stock-based compensation in the amount of approximately $5,000,000, which includes stock based compensation to the Chief Executive Officer of $1,282,826, and the increase in medical advisory board fees, related travel, consulting and professional fees of approximately $100,000.

3

Other income and expenses

The Company recorded other expense for the year ended December 31, 2021 in the amount of $2,393,065 compared to $406,800 of other income for the year ended December 31, 2020. The increase in expense in the amount of $2,799,865 primarily relates to a decrease in interest expense of $66,188, an increase in amortization expense of $1,559,978, the decrease in gain on settlement of debt in the amount of $4,133,529, and the decrease in other income of $176,933, offset by the decrease in the loss on the change in fair value of derivative liability in the amount of $3,004,387.

B. Liquidity and Capital Resources

Through December 31, 2021, we have incurred an accumulated deficit of $29,966,387, 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 $11,481,906 and negative operating cash flows during the year ending December 31, 2021. Our total cash balance as of December 31, 2021 was $2,350,741. At December 31, 2021, we had a working capital deficit of $872,988. 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 Ehave Dashboard, 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 2022. 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. 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.

Operating Activities

Net cash used in operating activities for the year ended December 31, 2021 was $2,062,986, which includes a net loss of $11,481,906, offset by non-cash adjustments of $8,667,475 principally related to stock based compensation expense of $4,966,508, equity payable to the Chief Executive Officer recorded as operating expense of $1,282,826, amortization of debt discount of $2,364,334, impairment of fixed assets of $100,000, depreciation expense of $249, and a gain on settlement of debt of $46,442. The change in net working capital items resulted in an increase of $750,783 primarily related to the increase in accrued expenses – related party of $288,000, the increase in account payable and other payables of $488,536, and an increase in prepaid expenses and other current assets of $25,753.

4

Investing Activities

Net cash used in investing activities for the year ended December 31, 2021 was $162,084, from the purchase of fixed assets.

Financing Activities

Net cash provided by financing activities for the year ended December 31, 2021 was $2,711,363, principally related to the net proceeds from convertible notes in the amount of $1,512,500 and the proceeds from Reg A investments of $1,502,000, offset by repayment of promissory notes of $302,637.

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.

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, 2021:

Contractual Obligations

	Payments Due by Period
	Total $		Less than 1 year $		2-3 years $		4-5 years $		After 5 years $
Capital lease obligations		-		-		-		-		-
Operating lease (1)		-		-		-		-		-
Purchase obligations		-		-		-		-		-
Other long term obligations		-		-		-		-		-
Total contractual obligations		-		-		-		-		-

Note:

(1) Our operating leases are comprised of our office leases and exclude our portion of operating costs. Our office lease was terminated in June 2019.

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

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”.

5

SIGNATURES

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: March 21, 2024

EHAVE, INC.

/s/ Ben Kaplan

Ben Kaplan

Chief Executive Officer

/s/ Jay Cardwell

Jay Cardwell

Chief Financial Officer

6 

INDEX TO

CONSOLIDATED FINANCIAL STATEMENTS

	Page
Financial Statements
Reports of Independent Registered Accounting Firm	F – 2
Consolidated Balance Sheets as of December 31, 2021 and 2020	F – 4
Consolidated Statements of Operations and Other Comprehensive Loss for the years ended December 31, 2021 and 2020	F – 5
Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2021 and 2020	F – 6
Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020	F – 7
Notes to the Consolidated Financial Statements	F – 8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

EHAVE, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of EHAVE, Inc. (the Company) as of December 31, 2021 and the related consolidated statements of operations and comprehensive loss, stockholders’ (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Consideration of the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered losses and has negative working capital which raises substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are 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 consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated 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 audit, 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 audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Pinnacle Accountancy Group of Utah

We have served as the Company’s auditor since 2023.

Pinnacle Accountancy Group of Utah

(a dba of Heaton & Company, PLLC)

PCAOB ID: 6117

Farmington, Utah

March 21, 2024

F-2

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 consolidated balance sheet of EHAVE, Inc. (the “Company”) as of December 31, 2020 and the related consolidated statement of operations and other comprehensive loss, changes in stockholders’ deficit and cash flows for each of the year 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, 2020, and the results of its operations and its cash flows for the year 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 suffered continuing losses and negative cash flows from operations, has negative working capital and accumulated deficit and negative stockholders’ equity, all 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, LLP

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

PCAOB ID : 76

Dallas, Texas

May 27, 2022

F-3

EHAVE, INC.

CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. Dollars)

	As of December 31,
	2021			2020
	(Restated)
ASSETS
CURRENT ASSETS:
Cash	$	2,350,741		$	1,865,110
Prepaid expenses		-			24,247
Investments		26,250			26,250
Other current assets		50,000			40,000
Total current assets		2,426,991			1,955,607
Property and equipment		2,497			-
Other asset		99,338			-
TOTAL ASSETS	$	2,528,826		$	1,955,607
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	1,783,015		$	1,299,866
Accrued expenses - related party		338,000			50,000
Promissory note		-			349,079
Current portion of convertible notes, net of debt discount		1,178,964			222,493
Total current liabilities		3,299,979			1,921,438
Long-term portion of convertible notes, net of debt discount		130,147			432,578
TOTAL LIABILITIES		3,430,126			2,354,016
COMMITMENTS AND CONTINGENCIES (NOTE 6)
STOCKHOLDERS’ DEFICIT:
Common Stock, no par value, unlimited shares authorized, 244,523,925 and 67,169,962 shares issued and outstanding, respectively		27,041,236			17,328,406
Equity payable		3,157,789			1,874,963
Accumulated deficit		(29,966,387	)		(19,729,562	)
Accumulated other comprehensive income		114,597			127,784
TOTAL EHAVE, INC. STOCKHOLDERS’ DEFICIT		347,235			(398,409	)
Non-controlling interest		(1,248,535	)		-
TOTAL STOCKHOLDERS’ DEFICIT		(901,300	)		(398,409	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2,528,826		$	1,955,607

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

F-4

EHAVE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS

(Expressed in U.S. Dollars)

	For the Years Ended December 31,
	2021			2020
	(Restated)
Operating expenses
General and administrative	$	9,088,841		$	3,921,536
Total operating expenses		9,088,841			3,921,536
OPERATING LOSS		(9,088,841	)		(3,921,536	)
Other income (expenses)
Interest expense		(75,173	)		(141,361	)
Amortization expense		(2,364,334	)		(804,356	)
(Loss) gain on settlement of debt		46,442			4,179,971
Change in fair value of derivative liability		-			(3,004,387	)
Other income		-			176,933
Total other income (expense)		(2,393,065	)		406,800
Net loss from operations		(11,481,906	)		(3,514,736	)
Net loss		(11,481,906	)		(3,514,736	)
Less: loss attributable to the noncontrolling interest		1,245,081			-
Net loss attributable to Ehave, Inc. stockholders	$	(10,236,825	)	$	(3,514,736	)
Other comprehensive loss
Foreign exchange translation adjustment		(13,187	)		(13,853	)
Total other comprehensive loss		(13,187	)		(13,853	)
Comprehensive loss	$	(11,495,093	)	$	(3,528,589	)
NET LOSS PER SHARE ATTRIBUTABLE TO EHAVE, INC. STOCKHOLDERS
Basic and diluted	$	(0.07	)	$	(0.11	)
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic and diluted		140,342,653			32,622,248

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

F-5

EHAVE, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Expressed in U.S. Dollars)

	Common Stock				Equity		Accumulated			Accumulated Other Comprehensive			Total Ehave,			Non-Controlling			Total
	Shares		Amount		Payable		(Deficit)			Income			Inc. Equity			Interest			Equity
Balance, January 1, 2020		25,413,920	$	13,842,414	$	-		(16,214,826	)	$	141,637		$	(2,230,775	)	$	-		$	(2,230,775	)
Fair value of warrants and beneficial conversion feature issued in connection with convertible debt		-		2,112,765		-		-			-			2,112,765			-			2,112,765
Common stock issued upon conversion of convertible promissory notes and accrued interest		37,818,154		378,182		-		-			-			378,182			-			378,182
Common stock issued for Curedash		353,622		40,000		-		-			-			40,000			-			40,000
Common stock issued for Psytech		1,050,000		26,250		-		-			-			26,250			-			26,250
Common stock issued upon cashless warrant exercise		100,909		-		-		-			-			-			-			-
Stock based compensation		2,433,357		928,795		-		-			-			928,795			-			928,795
Equity payable to Chief Executive Officer		-		-		1,874,963		-			-			1,874,963						1,874,963
Foreign exchange translation		-		-		-		-			(13,853	)		(13,853	)		-			(13,853	)
Net loss		-		-		-		(3,514,736	)		-			(3,514,736	)		-			(3,514,736	)
Balance, December 31, 2020		67,169,962		17,328,406		1,874,963		(19,729,562	)		127,784			(398,409	)		-			(398,409	)
Disposal and re-acquisition of Mycotopia Therapies, Inc.		-		3,454				-			-			3,454			(3,454	)		-
Common stock issued for regulation A offerings		22,682,142		1,502,000		-		-						1,502,000			-			1,502,000
Fair value of warrants and beneficial conversion feature issued in connection with convertible debt		-		1,771,864		-		-			-			1,771,864			-			1,771,864
Common stock issued upon conversion of convertible promissory notes and accrued interest		141,635,524		1,469,004		-		-			-			1,469,004			-			1,469,004
Common stock issued upon cashless warrant exercise		5,681,985		-		-		-			-			-			-			-
Stock based compensation (Restated)		7,354,312		4,966,508		-		-			-			4,966,508			-			4,966,508
Equity payable to Chief Executive Officer		-		-		1,282,826		-			-			1,282,826			-			1,282,826
Foreign exchange translation		-		-		-		-			(13,187	)		(13,187	)		-			(13,187	)
Net loss (Restated)		-		-				(10,236,825	)		-			(10,236,825	)		(1,245,081	)		(11,481,906	)
Balance, December 31, 2021 (Restated)		244,523,925	$	27,041,236	$	3,157,789		(29,966,387	)	$	114,597		$	347,235		$	(1,248,535	)	$	(901,300	)

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

F-6

EHAVE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. Dollars)

	For the Years Ended December 31,
	2021			2020
	(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(11,481,906	)	$	(3,514,736	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		249			-
Stock based compensation		4,966,508			928,795
Amortization of debt discount		2,364,334			896,348
Equity payable to Chief Executive Officer recorded as operating expense		1,282,826			1,874,963
Impairment of fixed assets		100,000
Loss (gain) on settlement of debt		(46,442	)		(4,179,971	)
Gain on forgiveness of development grant		-			(176,933	)
Change in fair value of derivative liability		-			3,004,387
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(25,753	)		451,550
Accounts payable and other payables		488,536			677,576
Accrued expenses - related party		288,000			-
NET CASH USED IN OPERATING ACTIVITIES		(2,063,648	)		(38,021	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		(162,084	)		-
NET CASH USED IN INVESTING ACTIVITIES		(162,084	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of promissory notes		(302,637	)		(138,561	)
Net proceeds from convertible notes		1,512,000			2,238,170
Payment of convertible notes		-			(141,000	)
Financing fees		-			(63,500	)
Proceeds from Reg A investment		1,502,000			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		2,711,363			1,895,109
Effect of exchange rate on cash		-			(9,508	)
Net increase (decrease) in cash		485,631			1,847,580
Cash, beginning of period		1,865,110			17,530
Cash, end of period	$	2,350,741		$	1,865,110
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued for conversion of debt and accrued interest	$	1,469,004		$	378,182
Common stock issued for CureDash	$	-		$	40,000
Common stock issued for Psytech	$			$	26,250
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

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

F-7

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

1. ORGANZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and General Description of Business

EHAVE, Inc. (formerly known as “Behavioral 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 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 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.

Mycotopia sponsors research and development of the use of psychedelics for the treatment of mental health issues utilizing the technology developed by Ehave.

Reclassification

Certain amounts have been reclassified for the year ended December 31, 2020 in order to conform to current period presentation. The Company reclassed $50,000 from accounts payable and accrued expenses to accrued expenses – related party for Ben Kaplan’s cash compensation.

Restatement of Previously Issued Financial Statements

Subsequent to the Company’s filing of its Annual Report on Form 20-F for the year ended December 31, 2021, with the Securities and Exchange Commission on May 27, 2022, the Company performed an evaluation of its accounting in connection with the employment agreement entered into between Mycotopia Therapies, Inc. (“Mycotopia”), a majority owned subsidiary of the Company, and Ben Kaplan, the Company’s CEO. Management determined that the Original Form 20-F does not give effect to $288,000 cash compensation and the issuance of a warrant (the “Warrant”) to purchase shares for 5% of the fully diluted common stock outstanding of Mycotopia. The cash compensation and Warrant was granted to the Chief Executive Officer of the Company pursuant to his consulting agreement (the “Consulting Agreement”) with Mycotopia entered into on November 17, 2021. The Company recorded an additional stock-based compensation expense of $2,029,861 in relation to the Warrant. Management concluded on May 12, 2023 that it has identified errors in its calculation of compensation in relation to the Consulting Agreement. Accordingly, the Company restates its consolidated financial statements in this Form 20-F/A as outlined further below and in Note 4 – Related Party Transactions. Upon review of the Company’s previously filed 20-F, the following errors were discovered and recorded:

● Reclass of $99,338 from property and equipment to other asset, reduce accumulated depreciation and depreciation expense by $39,680 associated with the reclass.

● Record a reduction in accounts payable and accrued expenses of $51,727, inclusive of reclass mentioned below

● Record $288,000 of cash compensation for Ben Kaplan cash compensation as accrued expenses – related party

● Reclass $50,000 from accounts payable and accrued expenses to accrued expense – related party of $50,000 for Ben Kaplan cash compensation accrued at December 31, 2020

● Record $55,000 of convertible notes payable

● Record $55,000 of common stock in relation to warrants and conversion feature for convertible notes payable entered into.

● Reclass $861,414 from non-controlling interest to accumulated deficit

● Record stock based compensation of $2,149,906, inclusive of $2,029,861 related to the Warrant expense

● Record amortization expense of $423,280 in relation to debt discount

F-8

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated balance sheets for the year ended December 31, 2021:

	As Reported			Adjustment			As Corrected
Property and equipment		82,185			(79,688	)		2,497
Other asset		-			99,338			99,338
Total assets		2,509,176			19,650			2,528,826
Accounts payable and accrued expenses		1,834,742			(51,727	)		1,783,015
Accrued expenses – related party		-			338,000			338,000
Current portion of convertible notes, net of debt discount		1,067,199			111,765			1,178,964
Total current liabilities		2,901,941			398,038			3,299,979
Total liabilities		3,032,088			398,038			3,430,126
Common stock		24,631,466			2,409,770			27,041,236
Accumulated deficit		(26,316,815	)		(3,649,572	)		(29,966,387	)
Total Ehave, Inc. stockholders’ deficit		1,587,037			(1,239,802	)		347,235
Non-controlling interest		(2,109,949	)		861,414			(1,248,535	)
Total stockholders’ deficit		(522,912	)		(378,388	)		(901,300	)
Total liabilities and stockholders’ deficit		2,509,176			19,650			2,528,826

The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated statements of operations and other comprehensive loss for the year ended December 31, 2021:

	As Reported			Adjustment			As Corrected
General and administrative		6,681,261			2,407,580			9,088,841
Total operating expenses		6,681,261			2,407,580			9,088,841
Operating loss		(6,681,261	)		(2,407,580	)		(9,088,841	)
Interest expense		(70,953	)		(4,220	)		(75,173	)
Amortization expense		(1,941,054	)		(423,280	)		(2,364,334	)
Net loss from continuing operations		(8,693,748	)		(2,788,158	)		(11,481,906	)
Net loss		(8,693,748	)		(2,788,158	)		(11,481,906	)
Loss attributable to the noncontrolling interest		2,106,495			(861,414	)		1,245,081
Net loss attributable to Ehave, Inc. stockholders		(6,587,253	)		(3,649,573	)		(10,236,825	)
Comprehensive loss		(8,706,935	)		(2,788,158	)		(11,495,093	)
Basic and diluted net loss per share attributable to Ehave, Inc. stockholders		(0.05	)		(0.02	)		(0.07	)

Additionally, please refer to Note – Related Party Transactions, where the Company has included additional disclosure related to the CEO’s consulting agreement with Mycotopia.

Basis of Presentation and principles of consolidation

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 the U.S. Dollar. The Company’s fiscal year-end is December 31. The consolidated financial statements include the amounts of the Company and its subsidiary, Mycotopia Therapies, Inc. (“Mycotopia”) of which the Company has a 75.77% controlling ownership interest. All inter-company accounts and transaction have been eliminated in consolidation. Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current period presentation.

F-9

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

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. 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.

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 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.

Cash and cash equivalents

The Company considers all highly liquid investment securities with an original maturity of three months or less to be cash equivalents. Due to the short-term maturity of such investments, the carrying amounts are a reasonable estimate of fair value. Cash and cash equivalents include cash on-hand and highly-rated U.S. government backed money market fund investments.

Significant Concentrations and Risks

The Company maintains its cash in bank deposit and checking accounts that at times exceed federally insured limits of $250,000. Approximately $2.1 million is subject to credit risk at December 31, 2021. However, these cash balances are maintained at creditworthy financial institutions. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk.

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. For the years ended December 31, 2021 and 2020, the Company recorded $101,633 and $0, respectively, as general and administrative expense for software development costs,

Stock Based Compensation

We follow ASC Topic 718, Compensation–Stock Compensation, which prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. Share-based payments to employees and non-employees, including grants of stock options, are recognized as compensation expense in the financial statements based on their fair values on the grant date. That expense is recognized over the period required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

Advertising Costs

The Company expenses advertising costs as incurred. Advertising expense totaled $363,450 and $0 for the years ended December 31, 2021 and 2020, respectively.

F-10

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Impairment of Long-lived Assets

Management reviews long-lived assets that are held and used for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared with the asset’s carrying amount to determine if there has been an impairment, which is calculated as the difference between the fair value of an asset and its carrying value. Estimates of future undiscounted cash flows are based on expected growth rates for the business, anticipated future economic conditions and estimates of residual values. Fair values take into consideration management’s estimates of risk-adjusted discount rates, which are believed to be consistent with assumptions that marketplace participants would use in their estimates of fair value. During the year ended December 31, 2021, the Company recorded an impairment on fixed assets in the amount of $100,000. There were no impairments of property and equipment or intangible assets recognized during the years ended December 31, 2020.

Property and Equipment

Property and equipment is recorded at cost, less accumulated depreciation. Depreciation of property and equipment is determined using the straight-line method of the estimated useful lives of the related assets. Expenditures for repairs and maintenance are charged to expense as incurred, and expenditures for betterments and major improvements are capitalized and depreciated over the remaining useful lives of the assets. During the year ended December 31, 2021, the Company recorded an impairment on fixed assets in the amount of $100,000.

The assets’ estimated lives used in computing depreciation for property, plant and equipment are as follows:

Medical equipment 5 years

As of December 31, 2021 and 2020, property and equipment consisted of the following:

	December 31,
	2021			2020
Medical equipment	$	2,746		$	-
Total		2,746			-
Less, accumulated depreciation		(249	)		-
Equipment, net	$	2,497		$	-

During the years ending December 31, 2021 and 2020, the Company recorded depreciation expense of $249 and $0, respectively.

Leases

The Company reviews all arrangements for potential leases in accordance with ASC 842, and at inception, determines whether a lease is an operating or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised. The Company reimburses its CEO, Ben Kaplan, for leased office space in the amount of $4,000 per month. For the year ending December 31, 2021 and 2020, rent expense was $48,000 and $0. Other than the Company’s reimbursement of its CEO for rent on a month-to-month basis, the Company has not entered into any lease agreements.

F-11

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

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.

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. For the year ended December 31, 2021, the Company had outstanding warrants to purchase 29,320,478 common shares and 148,428,343 common shares issuable upon the conversion of debt excluded from weighted average diluted common shares because their inclusion would have been antidilutive. For the year ended December 31, 2020, the Company had outstanding warrants to purchase 28,693,368 common shares and 216,630,546 common shares issuable upon the conversion of debt excluded from weighted average diluted common shares because their inclusion would have been antidilutive.

Recent Accounting Pronouncements

During the periods ended December 31, 2021 and 2020 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.

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, 2021, the Company has incurred an accumulated deficit of $29,966,387, 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 an operating loss of $9,088,841 for the year ended December 31, 2021. Our total cash balance as of December 31, 2021 was $2,350,741. At December 31, 2021, we had a working capital deficit of $872,988. 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. 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 for one year from the date we issued these financial statements. Therefore, there is substantial doubt about our ability to continue as a going concern.

To further improve the Company’s liquidity position, the Company’s management continues to explore additional equity and debt financing through discussions with investment bankers and private investors. Further, the Company’s management continues to explore strategic acquisitions in order to achieve profitability. There can be no assurance that the company will be successful in its effort to secure additional financing. The financial statements do not include any adjustments relating to the recoverability of assets and the amount or classification of liabilities that might be necessary should the company be unable to continue as a going concern.

F-12

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

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). Other current assets, accounts payable and accrued expenses, and convertible notes are all stated at book value due to the term and nature of such items.

4. RELATED PARTY TRANSACTIONS

During the year ended December 31, 2020, the Company issued a convertible promissory note to a related party for the principal amount of $11,000, in the aggregate, including $1,000 of original issue discount and 110,000 warrants, in the aggregate, with an exercise price of $0.01 per share. During the year ended December 31, 2021, this note was converted into 110,000 shares of common stock.

On August 4, 2020, the Company issued 775,194 shares of common stock, in the aggregate, to two individuals who are a related party and directors of the Company for services rendered.

Ehave Consulting Agreement with the CEO

On January 1, 2021, the Company entered into an Executive Consulting Agreement, which superseded the previous consulting agreement, with Benjamin Kaplan to serve as the Company’s CEO for an initial term of 36 months. As of December 31, 2021 and 2020, the Company has recorded $210,900 and $320,000, respectively, as accrued expense in relation to the Executive Consulting Agreement. As of December 31, 2021 and 2020, the Company has accrued $3,157,789 and $1,874,963, respectively, as equity payable in relation to the Executive Consulting Agreement. During the years ending December 31, 2021 and 2020, the Company has recorded $1,691,226 and $2,194,963 as general and administrative expense in relation to the executive consulting agreement. During the year ending December 31, 2021, the Company paid $517,500 to the CEO in relation to the Executive Consulting Agreement.

On June 24, 2019, the Company entered into an Executive Consulting Agreement (Agreement) with Benjamin Kaplan (BK) to serve as the Company’s CEO for an initial term of 24 months. In addition to the monthly consulting fee, the Agreement provides for a one month ‘termination fee’ if the Agreement is terminated without cause.

On June 29, 2019, the Company and BK amended the Agreement as follows:

BK was granted a Warrant to purchase that number of shares of common stock of the Company equal to 5% of the issued and outstanding common shares, on a fully diluted basis. The Warrant was issued on April 16, 2020, has an exercise price of $0.01 USD per share and shall expire April 16, 2022.

During the year ended December 31, 2020, the Company issued 3,358,498 vested warrants to Ben Kaplan, the Company’s CEO, in accordance with his employment agreement valued at $720,695 (see Note 7).

F-13

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Upon the closing of a Significant Transaction (defined as the closing of financing for at least $500,000 or the closing of an acquisition with a valuation (determined by the value of the consideration paid by the Company) of not less than $1,000,000 USD), BK would be granted a number of shares equal to 5% of the issued and outstanding common shares, on a fully diluted basis including such shares to be issued or that could be issued pursuant to the transaction on the closing date of such Significant Transaction. This stock grant can be earned by BK for each Significant Transaction closed during the term of the Agreement.

On January 1, 2021, the Company entered into a new consulting agreement with the CEO for a term of 36 months and will automatically renew for an additional 12 months. Compensation under the January 1, 2021 agreement is as follows:

Annual Salary Compensation

The Company shall pay the CEO a fee of $24,000 per month as annual salary compensation. During the year ended December 31, 2021, the Company recorded $288,000 as general and administrative expense for the CEO fee.

Bonus

The Company will pay the CEO a bonus in restricted stock or restricted stock units based on the following EBITDA milestones. For the year ending December 31, 2021, no EBITDA milestones were met and no amounts have been recorded for the bonus milestones.

Bonus (Canadian Dollars)		EBITDA Milestones (Canadian Dollars)
$	100,000	1st $1,000,000
$	100,000	2nd $1,000,000
$	100,000	3rd $1,000,000
$	100,000	4th $1,000,000
$	100,000	5th $1,000,000

The Company will pay the CEO a bonus in restricted stock or restricted stock units based on the following Market Capitalization by maintaining the below market cap for a period of 22 consecutive trading days:

Bonus (Shares)	Market Capitalization Milestone (U.S. Dollars)
5,000,000	$	20,000,000
5,000,000	$	40,000,000
5,000,000	$	60,000,000
5,000,000	$	80,000,000
5,000,000	$	100,000,000

Stock Grants – Significant Transactions

Upon the Company closing of a Significant Transaction, the CEO shall be granted shares of common stock or new series of preferred shares of the Company that is convertible into common stock equal to 10% of the value of all the consideration, including any stock, cash or debt of such completed transaction. The CEO shall earn this grant for each Significant Transaction closed by the Company. A “Significant Transaction” shall mean a licensing transaction, merger with or acquisition of an operating company in a strategic or synergistic line of business, and a financing or direct or indirect share issuance transaction involving the Company, which as a whole, provides cash flow or equivalent value in excess of $250,000. For the years ending December 31, 2021 and 2020, the Company accrued $1,282,826 and $1,874,963, respectively, as equity payable in relation to the Significant Transaction milestones being met. These amounts were recorded as general and administrative expense in the Company’s consolidated statements of operations and comprehensive loss.

F-14

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Equity Payable to Chief Executive Officer

As of December 31, 2021 and 2020, the Company had a balance of $3,157,789 and $1,874,963, respectively, as equity payable for Significant Transactions. During the years ended December 31, 2021 and 2020, the Company recorded $1,282,826 and $1,874,963, respectively, as general and administrative expense for Significant Transactions entered into during the periods.

Mycotopia Consulting Agreement with the CEO

On November 17, 2021, Mycotopia entered into an Executive Consulting Agreement (the “Mycotopia Consulting Agreement”), with Benjamin Kaplan (“BK”) to serve as the Company’s CEO for an initial term of 36 months. As of December 31, 2021, the Company recorded $288,000 for cash compensation as accrued expense - related party in relation to the Mycotopia Consulting Agreement. During the year ending December 31, 2021, the Company recorded $2,317,861 as general and administrative expense, of which $2,029,861 was recorded as stock-based compensation in relation to the Warrant issued in connection with the Mycotopia Consulting Agreement.

Significant terms of the Mycotopia Consulting Agreement are as follows:

BK was granted a Warrant to purchase that number of shares of Mycotopia common stock equal to 5% of the issued and outstanding Mycotopia common shares, on a fully diluted basis. The Warrant has an exercise price of $0.01 per share and shall expire November 16, 2023.

During the year ended December 31, 2021, the Company issued 812,118 vested Mycotopia warrants in accordance with the Warrant valued at $2,029,861.

Bonus

The Company will pay the CEO a bonus in Mycotopia restricted stock or restricted stock units based on the following EBITDA milestones. For the year ending December 31, 2021, no EBITDA milestones were met, and no amounts have been recorded for the bonus milestones.

Bonus		EBITDA Milestones
$	100,000	1st $1,000,000
$	100,000	2nd $1,000,000
$	100,000	3rd $1,000,000
$	100,000	4th $1,000,000
$	100,000	5th $1,000,000

The Company will pay the CEO a bonus in restricted stock or restricted stock units based on the following Mycotopia market capitalization by maintaining the below market cap for Mycotopia for a period of 22 consecutive trading days:

Bonus (Shares)	Market Capitalization Milestone
250,000	$	30,000,000
250,000	$	40,000,000
250,000	$	60,000,000
250,000	$	80,000,000
250,000	$	100,000,000

Stock Grants – Significant Transactions

Upon the Company closing of a Significant Transaction with Mycotopia, the CEO shall be granted shares of Mycotopia common stock or new series of Mycotopia preferred shares that is convertible into Mycotopia common stock equal to 5% of the value of all the consideration, including any stock, cash or debt of such completed transaction for Mycotopia. A “Significant Transaction” shall mean a financing of at least $500,000 or the closing of an acquisition with a valuation of at least $1,000,000 for Mycotopia. For the year ending December 31, 2021, the Company did not grant any equity in relation to a Significant Transaction.

As of December 31, 2021, no amounts have been accrued related to the bonuses.

F-15

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Consulting Agreement with CFO

On October 1, 2020, the Company entered into a consulting agreement with the Company’s CFO, James Cardwell for an initial term of one year, which was extended for an additional year upon its anniversary. Compensation pursuant to the agreement shall be a minimum of $1,500 per month. As of December 31, 2021 and 2020, the Company has accrued $16,500 and $4,500, respectively, as accrued expense in relations to this agreement.

Consulting Agreement with Chief Technology Officer

On January 1, 2020, the Company entered into an executive employment agreement with the Chief Technology Officer. The Company shall pay the executive $120,000 annually for services rendered. During the year ended December 31, 2021, the Company issued 2,033,016 shares of common stock with a fair value of $130,113. As of December 31, 2021 and 2020, the Company recorded $138,360 and $129,180 as accrued expenses related to this agreement.

5. PROMISSORY NOTE AND CONVERTIBLE PROMISSORY NOTES

Convertible Notes

During the years ended December 31, 2021 and 2020, the Company issued convertible promissory notes (the “Notes”) with a term of 18 and 24 months upon issuance. The Notes were issued with an original issue discount (an “OID”) of 10%, and mature beginning April 2022 thru December 2023. At December 31, 2021 the Notes are convertible into 148,428,343 shares of the Company’ common stock and 1,007,500 shares of Mycotopia common stock. During the years ended December 31, 2021 and 2020, the Company issued 141,635,524 and 37,818,154, respectively, shares of common stock upon conversion of the Notes and accrued interest.

The following table summarizes the Notes activity during the years ended December 31, 2021 and 2020:

	As of December 31,2021
Convertible promissory notes, balance at January 1, 2020	$	-
Issuances		2,544,487
Conversions		(378,182	)
Debt discount		(2,407,582	)
Amortization of original issue discount (interest expense)		804,356
Amortization of BCF and warrants (amortization expense)		91,992
Convertible promissory notes, balance at December 31, 2020		655,071
Issuances		1,768,700
Conversions (not inclusive of accrued interest of $44,104)		(1,424,900	)
Debt discount		(2,054,904	)
Amortization of debt discount		2,364,334
Convertible promissory notes, balance at December 31, 2021	$	1,309,111

Promissory Note

On December 20, 2021, the Company entered into a settlement agreement to apply the $302,637 tax refund from Ontario Interactive Digital Media Tax Credit as payment for the promissory note recorded in the amount of $349,079 as of December 31, 2020. In connection with the settlement, previous amounts of principal and accrued interest due under the promissory note were forgiven in the aggregate amount of $350,739. As part of the settlement, the Company agreed to compensate the lenders and issue $50,569 worth of common stock. The $50,569 has been recorded as accounts payable and accrued expense as of December 31, 2021. For the year ended December 31, 2021, the Company recorded in its consolidated statements of operations a loss on settlement of debt in the amount of $480.

F-16

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

6. COMMITMENTS AND CONTINGENCIES

Collaboration Agreement

The Company entered into a collaboration agreement with a hospital located in Canada. As of December 31, 2021 and 2020, the Company recorded $10,000 and $5,000, respectively, for the annual royalty due under the terms of the collaboration agreement.

Agreements

On January 1, 2020, the Company entered into a consulting agreement for investor relations services. The Company shall pay the consultant $6,500 per month for services rendered to be paid $2,500 in cash and $4,000 in common shares of the Company to be valued at a 20% discount to the lowest trading price for the five trading days prior to date upon which payment is due. As of December 31 2021 and 2020, the Company recorded $75,966 and $79,159 as accrued expenses related to this agreement.

On November 16, 2021, the Company entered into a consulting agreement for a term of three years to advise the Company and its Ketadash Subsidiary (see “Subsequent Events”) in establishing services to be provided in California. The Company will pay the consultant a percentage of gross profits as follows: (i) 10% of gross profits up to $1,000,000, (ii) 7.5% of gross profits from $1,000,001 to $5,000,000, and (iii) 5% for gross profits exceeding $5,000,001. As of December 31, 2021 and the date of this filing, no amounts have been earned under this contract.

Medical Advisory Board Agreements

During the period ended December 31, 2020, the Company entered into medical advisory board agreements with four members for a term of one year each. As consideration for the services to be rendered, the Company agreed to pay $45,000 in cash and $155,000 worth of common stock. As of December 31, 2021 and 2020, the Company has accrued $233,110 and $105,438 in relation to these agreements.

7. STOCKHOLDERS’ EQUITY (DEFICIT)

On September 15, 2020, the Company issued 1,050,000 shares of common stock in accordance with a strategic alliance agreement and as consideration for the purchase of 1,050,000 share of Psychedelitech, Inc. (“Psychedelitech”) (a private Ontario corporation). As a result of the transaction, the Company purchased 10% of Psychedelitech. The shares were recorded at fair value on the date of issuance of $26,250. As of December 31, 2021 and 2020, the investment in Psychedelitech is recorded at cost in the amount of $26,250.

During the year ended December 31, 2020, the Company issued 37,818,154 shares of common stock, in the aggregate, upon conversion of $378,182 of convertible promissory notes (see Note 5).

During the year ended December 31, 2020, the Company issued 100,909 shares of common stock upon the cashless exercise of 110,000 warrants.

On December 31, 2020, the Company issued 353,622 shares of common stock in relation to an asset sale and purchase agreement entered into on January 21, 2021 with CureDash, Inc. (a Deleware Corporation) (“CureDash” or the “Seller”). The shares were recorded at fair value on the date of issuance of $40,000. As of December 31, 2020, the Company recorded this amount as other current asset in the consolidated balance sheet. On January 21, 2021, the Company purchased tangible and intangible assets from the Seller in order to begin a new venture in psychosis therapy. The purchase price of the assets was $100,000 payable with the issuance of the 353,622 shares of common stock and $60,000 in cash which was paid upon closing on January 21, 2021. As of December 31, 2021, the Company recorded the purchase as an asset acquisition and recorded $100,000 as fixed assets where were impaired during the year ended December 31, 2021 (see Note 1, Property and Equipment).

F-17

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

On January 19, 2021, the Company consummated its agreement with the former and current directors of 20/20 Global, Inc. (“20/20 Global”) that provide for: (i) 20/20 Global’s purchase for $350,000 in cash of all of the outstanding stock of Mycotopioa Therapies, Inc. (“MYC”), the Company’s wholly owned subsidiary, from Ehave under a Stock Purchase Agreement, resulting in MYC becoming a wholly owned subsidiary of 20/20 Global; and (ii) the change of control of 20/20 Global’s board of directors and management. In a related transaction, Ehave agreed to purchase 9,793,754 shares of 20/20 Global common stock from third parties, which constitutes approximately 75.77% of the issued and outstanding shares of 20/20 Global’s common stock, for $350,000 in cash. There was a change in control of 20/20 Global’s board of directors and the transaction was accounted for as a reverse merger in which Mycotopia Therapies, Inc. was deemed to be the accounting acquirer and 20/20 Global the legal acquirer. The Company acquired a controlling interest in 20/20 Global, changed its name to Mycotopia Therapies, Inc. (“Mycotopia”), and consolidated Mycotopia as of December 31, 2021. The Company recorded a non-controlling interest in the amount of negative $3,454 for the disposal of MYC and re-acquisition of Mycotopia. The purpose of this transaction was to monetize the Company’s subsidiary into a publicly traded company.

During the year ended December 31, 2021, the Company received aggregate investments of $1,502,000 and issued 22,682,142 shares of common stock, in the aggregate, from Regulation A Offerings.

During the year ended December 31, 2021, the Company issued 5,681,985 shares of common stock upon the cashless exercise of 6,709,890 warrants.

During the year ended December 31, 2021, the Company issued 141,635,524 shares of common stock, in the aggregate, upon the conversion of convertible promissory notes and accrued interest in the amount of $1,469,004, in the aggregate. (see Note 5).

STOCK BASED COMPENSATION

During the year ended December 31, 2020, the Company entered into a finder’s fee agreement with a consultant to assist the Company in procuring sources of financing such as equity, debt, or a merger or sale of the Company. Total compensation for the consultant’s efforts and services shall be a cash fee of 10% of the total principal amount of gross proceeds from any financing and 10% of the total shares of common stock purchased or convertible equivalent. During the year ending December 31, 2020, the Company issued 1,250,000 shares of common stock which was recorded at fair value of $46,875 and paid $63,500 in relation to the finder’s fee agreement. The Company recognized these amounts as interest expense in the Company’s consolidated statements of operations and other comprehensive loss during the year ended December 31, 2020.

During the year ended December 31, 2020, the Company issued 3,358,498 vested warrants to Ben Kaplan, the Company’s CEO, in accordance with his employment agreement valued at $720,695. The Company expensed $720,695 as general and administrative expense in relation to this issuance. The Company valued these warrants using the Black-Scholes option pricing model using the following assumptions: a) stock prices of $0.37 and $0.12, b) exercise price of $0.01, c) dividend rate of 0%, d) risk free rates of 0.20% and 0.13%, and e) expected volatility of 570% and 648%.

During the year ended December 31, 2020, the Company issued 1,183,357 shares of common stock, in the aggregate to consultants for services rendered. The Company expensed $161,225, in the aggregate, in relation to this issuance.

During the year ending December 31, 2021, the Company issued 7,354,312 shares of Ehave common stock for services rendered and recorded $654,647 in relation to these shares issued.

F-18

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

During the year ended December 31, 2021, the Company issued 812,118 vested Mycotopia warrants and recorded stock compensation of $2,029,861.

During the year ended December 31, 2021, the Company recorded stock compensation of $2,252,000 in relation to services rendered for Mycotopia.

During the year ended December 31, 2021, the Company recorded stock compensation of $30,000 in relation to medical advisory board fees for services rendered for Mycotopia.

Warrants Issued

The following table reflects a summary of Common Stock warrants outstanding and warrant activity during the period ended December 31, 2021 and 2020.

	Underlying Shares			Weighted Average Exercise Price		Weighted Average Term (Years)
Warrants outstanding at January 1, 2020		-		$
Granted		28,803,368			0.01		1.41
Exercised		(110,000	)		0.01
Forfeited		-
Warrants outstanding at December 31, 2020		28,693,368			0.01		1.12
Granted		7,337,000			0.01		1.50
Exercised		(6,709,890	)		0.01
Forfeited		-
Warrant outstanding at December 31, 2021		29,320,478		$	0.01		0.44

The intrinsic value of warrants outstanding as of December 31, 2021 was $18,844.

The warrants granted during the period ending December 31, 2021 and 2020 were valued using the Black-Scholes option pricing model using the following weighted average assumptions:

	Year Ended December 31,
	2021			2020
Expected term, in years		1.5			2.83
Expected volatility		100	%		162.24	%
Risk free interest rate		0.09 - 0.13	%		0.44	%
Dividend yield		-			-

8. 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, 2021 and December 31, 2020 due to the Company’s operating losses.

As of December 31, 2021, the Company has a net operating loss for tax purposes of CAD $15,824,709 (2020 – CAD $11,448,330) that can be carried forward over 20 years.

F-19

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

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:

	2021			2020
Deferred tax assets (liabilities):
Deferred tax asset, beginning	$	1,074,000		$	741,000
Increase in valuation reserve		2,452,000			333,000
Deferred tax asset, ending		3,526,000			1,074,000
Valuation allowance		(3,526,000	)		(1,074,000	)
Net deferred tax assets	$	-		$	-

The following table summarizes the significant differences between the Canadian Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended December 31, 2021 and 2020:

	2021			2020
Canadian statutory tax rate		15.00	%		15.00	%
Provincial income taxes, net of federal benefit		12.05	%		1.17	%
Foreign rate differential		0.09	%		0.00	%
Amortization of debt discount		(3.09	)%		(8.20	)%
Derivatives		0.00	%		10.75	%
Stock based compensation		(6.32	)%		0.00	%
Change in valuation allowance		(21.33	)%		(20.25	)%
Foreign Exchange Rate Change		3.16	%		1.53	%
Other		0.44	%		0.00	%
Totals		0.00	%		0.00	%

The tax years from 2021 to 2023 are open for examination by the Canada tax authorities.

9. SUBSEQUENT EVENTS

On January 8, 2022, the Company entered into a stock purchase agreement to acquire 100% of the issued and outstanding shares of Rejuv IV, Inc., a California company, (or “Ketadash”) from the seller (the “Seller”). The purchase price of the shares is $250,000 payable as follows: (i) $75,000 in cash, and (ii) $175,000 of common stock valued at the average closing price for the five trading days preceding January 8, 2022. As of the date of this filing, the Company paid 100% of the purchase price, paid the $75,000 in cash and issued 19,977,169 shares of common stock.

Subsequent to year end, the Company issued 15,800,000 shares of common stock upon the conversion of $158,000 of convertible debt in accordance with the terms of the agreement.

Subsequent to year end, the Company issued 5,055,381 to a consultant for services rendered at a fair value of approximately $75,000.

Subsequent to year end, the Company received 212,488 shares of Wesana Health Holdings, Inc. in exchange for all of the Company’s Psytech shares.

F-20

XML

Cover - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Entity Addresses [Line Items]
Document Type	20-F/A
Amendment Flag	true
Amendment Description	Ehave, Inc. (the “Company”) filed its Annual Report on Form 20-F for the year ended December 31, 2021, with the Securities and Exchange Commission (“SEC”) on May 27, 2022 (the “Original Form 20-F”). This Amendment No. 1 on Form 20-F/A (“Amendment No. 1” or “Form 20-F/A”) is being filed to reflect the restatement of property and equipment, other assets, accounts payable and accrued expenses, accrued expenses- related party, current portion of convertible notes, net of debt discount, common stock, accumulated deficit, non-controlling interest, general and administrative expense, interest expense, amortization expense, net loss from continuing operations, net loss, loss attributable to the noncontrolling interest, and net loss attributable to Ehave, Inc. stockholders (the “Restatement”) in the consolidated balance sheet and statement of operations for the year ended December 31, 2021.
Document Registration Statement	false
Document Annual Report	true
Document Transition Report	false
Document Shell Company Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	333-207107
Entity Registrant Name	EHAVE, INC
Entity Central Index Key	0001653606
Entity Incorporation, State or Country Code	Z4
Entity Address, Address Line One	100 SE 2nd St.
Entity Address, Address Line Two	Suite 2000
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33131
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true
Document Accounting Standard	U.S. GAAP
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	244,523,925
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Name	Pinnacle Accountancy Group of Utah	Turner, Stone & Company, LLP
Auditor Firm ID	6117	76
Auditor Location	Farmington, Utah	Dallas, Texas
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	100 SE 2nd St.
Entity Address, Address Line Two	Suite 2000
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33131

XML

Consolidated Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash	$ 2,350,741	$ 1,865,110
Prepaid expenses		24,247
Investments	26,250	26,250
Other current assets	50,000	40,000
Total current assets	2,426,991	1,955,607
Property and equipment	2,497
Other asset	99,338
TOTAL ASSETS	2,528,826	1,955,607
CURRENT LIABILITIES:
Accounts payable and accrued expenses	1,783,015	1,299,866
Accrued expenses - related party	338,000	50,000
Promissory note		349,079
Current portion of convertible notes, net of debt discount	1,178,964	222,493
Total current liabilities	3,299,979	1,921,438
Long-term portion of convertible notes, net of debt discount	130,147	432,578
TOTAL LIABILITIES	3,430,126	2,354,016
STOCKHOLDERS’ DEFICIT:
Common Stock, no par value, unlimited shares authorized, 244,523,925 and 67,169,962 shares issued and outstanding, respectively	27,041,236	17,328,406
Equity payable	3,157,789	1,874,963
Accumulated deficit	(29,966,387)	(19,729,562)
Accumulated other comprehensive income	114,597	127,784
TOTAL EHAVE, INC. STOCKHOLDERS’ DEFICIT	347,235	(398,409)
Non-controlling interest	(1,248,535)
TOTAL STOCKHOLDERS’ DEFICIT	(901,300)	(398,409)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 2,528,826	$ 1,955,607

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock, par value	$ 0	$ 0
Common stock, shares authorized, unlimited	Unlimited	Unlimited
Common stock, shares, issued	244,523,925	67,169,962
Common stock, shares oustanding	244,523,925	67,169,962

XML

Consolidated Statements of Operations and Other Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating expenses
General and administrative	$ 9,088,841	$ 3,921,536
Total operating expenses	9,088,841	3,921,536
OPERATING LOSS	(9,088,841)	(3,921,536)
Other income (expenses)
Interest expense	(75,173)	(141,361)
Amortization expense	(2,364,334)	(804,356)
(Loss) gain on settlement of debt	46,442	4,179,971
Change in fair value of derivative liability		(3,004,387)
Other income		176,933
Total other income (expense)	(2,393,065)	406,800
Net loss from operations	(11,481,906)	(3,514,736)
Net loss	(11,481,906)	(3,514,736)
Less: loss attributable to the noncontrolling interest	1,245,081
Net loss attributable to Ehave, Inc. stockholders	(10,236,825)	(3,514,736)
Other comprehensive loss
Foreign exchange translation adjustment	(13,187)	(13,853)
Total other comprehensive loss	(13,187)	(13,853)
Comprehensive loss	$ (11,495,093)	$ (3,528,589)
NET LOSS PER SHARE ATTRIBUTABLE TO EHAVE, INC. STOCKHOLDERS
Basic	$ (0.07)	$ (0.11)
Diluted	$ (0.07)	$ (0.11)
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic	140,342,653	32,622,248
Diluted	140,342,653	32,622,248

XML

Consolidated Statement of Changes in Stockholders' Deficit - USD ($)	Common Stock [Member]	Equity Payable [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total Equity [Member]	Noncontrolling Interest [Member]	Total
Beginning Balance at Dec. 31, 2019	$ 13,842,414		$ (16,214,826)	$ 141,637	$ (2,230,775)		$ (2,230,775)
Beginning balance, shares at Dec. 31, 2019	25,413,920
Fair value of warrants and beneficial conversion feature issued in connection with convertible debt	$ 2,112,765				2,112,765		2,112,765
Common stock issued upon conversion of convertible promissory notes and accrued interest	$ 378,182				378,182		$ 378,182
Common stock issued upon conversion of convertible promissory notes and accrued interest, shares	37,818,154						216,630,546
Common stock issued for Curedash	$ 40,000				40,000		$ 40,000
Common stock issued for Curedash, shares	353,622
Common stock issued for Psytech	$ 26,250				26,250		26,250
Common stock issued for Psytech, shares	1,050,000
Common stock issued upon cashless warrant exercise
Common stock issued upon cashless warrant exercise, shares	100,909
Stock based compensation	$ 928,795				928,795		928,795
Stock based compensation, shares	2,433,357
Equity payable to Chief Executive Officer		1,874,963			1,874,963		1,874,963
Foreign exchange translation				(13,853)	(13,853)		(13,853)
Net loss			(3,514,736)		(3,514,736)		(3,514,736)
Ending balance at Dec. 31, 2020	$ 17,328,406	1,874,963	(19,729,562)	127,784	(398,409)		(398,409)
Ending balance, shares at Dec. 31, 2020	67,169,962
Common stock issued upon conversion of convertible promissory notes and accrued interest	$ 1,469,004				1,469,004		$ 1,469,004
Common stock issued upon conversion of convertible promissory notes and accrued interest, shares	141,635,524						148,428,343
Common stock issued upon cashless warrant exercise
Common stock issued upon cashless warrant exercise, shares	5,681,985
Stock based compensation	$ 4,966,508				4,966,508		4,966,508
Stock based compensation, shares	7,354,312
Equity payable to Chief Executive Officer		1,282,826			1,282,826		1,282,826
Foreign exchange translation				(13,187)	(13,187)		(13,187)
Net loss			(10,236,825)		(10,236,825)	(1,245,081)	(11,481,906)
Disposal and re-acquisition of Mycotopia Therapies, Inc.	3,454				3,454	(3,454)
Common stock issued for regulation A offerings	$ 1,502,000				1,502,000		1,502,000
Common stock issued for regulation A offerings, shares	22,682,142
Fair value of warrants and beneficial conversion feature issued in connection with convertible debt	$ 1,771,864				1,771,864		1,771,864
Ending balance at Dec. 31, 2021	$ 27,041,236	$ 3,157,789	$ (29,966,387)	$ 114,597	$ 347,235	$ (1,248,535)	$ (901,300)
Ending balance, shares at Dec. 31, 2021	244,523,925

XML

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (11,481,906)	$ (3,514,736)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	249
Stock based compensation	4,966,508	928,795
Amortization of debt discount	2,364,334	896,348
Equity payable to Chief Executive Officer recorded as operating expense	1,282,826	1,874,963
Impairment of fixed assets	100,000
Loss (gain) on settlement of debt	(46,442)	(4,179,971)
Gain on forgiveness of development grant		(176,933)
Change in fair value of derivative liability		3,004,387
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(25,753)	451,550
Accounts payable and other payables	488,536	677,576
Accrued expenses - related party	288,000
NET CASH USED IN OPERATING ACTIVITIES	(2,063,648)	(38,021)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets	(162,084)
NET CASH USED IN INVESTING ACTIVITIES	(162,084)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of promissory notes	(302,637)	(138,561)
Net proceeds from convertible notes	1,512,000	2,238,170
Payment of convertible notes		(141,000)
Financing fees		(63,500)
Proceeds from Reg A investment	1,502,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	2,711,363	1,895,109
Effect of exchange rate on cash		(9,508)
Net increase (decrease) in cash	485,631	1,847,580
Cash, beginning of period	1,865,110	17,530
Cash, end of period	2,350,741	1,865,110
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued for conversion of debt and accrued interest	1,469,004	378,182
Common stock issued for CureDash		40,000
Common stock issued for Psytech		26,250
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest
Cash paid for income taxes

XML

ORGANZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. ORGANZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and General Description of Business

EHAVE, Inc. (formerly known as “Behavioral 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 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 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.

Mycotopia sponsors research and development of the use of psychedelics for the treatment of mental health issues utilizing the technology developed by Ehave.

Reclassification

Certain amounts have been reclassified for the year ended December 31, 2020 in order to conform to current period presentation. The Company reclassed $50,000 from accounts payable and accrued expenses to accrued expenses – related party for Ben Kaplan’s cash compensation.

Restatement of Previously Issued Financial Statements

Subsequent to the Company’s filing of its Annual Report on Form 20-F for the year ended December 31, 2021, with the Securities and Exchange Commission on May 27, 2022, the Company performed an evaluation of its accounting in connection with the employment agreement entered into between Mycotopia Therapies, Inc. (“Mycotopia”), a majority owned subsidiary of the Company, and Ben Kaplan, the Company’s CEO. Management determined that the Original Form 20-F does not give effect to $288,000 cash compensation and the issuance of a warrant (the “Warrant”) to purchase shares for 5% of the fully diluted common stock outstanding of Mycotopia. The cash compensation and Warrant was granted to the Chief Executive Officer of the Company pursuant to his consulting agreement (the “Consulting Agreement”) with Mycotopia entered into on November 17, 2021. The Company recorded an additional stock-based compensation expense of $2,029,861 in relation to the Warrant. Management concluded on May 12, 2023 that it has identified errors in its calculation of compensation in relation to the Consulting Agreement. Accordingly, the Company restates its consolidated financial statements in this Form 20-F/A as outlined further below and in Note 4 – Related Party Transactions. Upon review of the Company’s previously filed 20-F, the following errors were discovered and recorded:

● Reclass of $99,338 from property and equipment to other asset, reduce accumulated depreciation and depreciation expense by $39,680 associated with the reclass.

● Record a reduction in accounts payable and accrued expenses of $51,727, inclusive of reclass mentioned below

● Record $288,000 of cash compensation for Ben Kaplan cash compensation as accrued expenses – related party

● Reclass $50,000 from accounts payable and accrued expenses to accrued expense – related party of $50,000 for Ben Kaplan cash compensation accrued at December 31, 2020

● Record $55,000 of convertible notes payable

● Record $55,000 of common stock in relation to warrants and conversion feature for convertible notes payable entered into.

● Reclass $861,414 from non-controlling interest to accumulated deficit

● Record stock based compensation of $2,149,906, inclusive of $2,029,861 related to the Warrant expense

● Record amortization expense of $423,280 in relation to debt discount

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated balance sheets for the year ended December 31, 2021:

	As Reported			Adjustment			As Corrected
Property and equipment		82,185			(79,688	)		2,497
Other asset		-			99,338			99,338
Total assets		2,509,176			19,650			2,528,826
Accounts payable and accrued expenses		1,834,742			(51,727	)		1,783,015
Accrued expenses – related party		-			338,000			338,000
Current portion of convertible notes, net of debt discount		1,067,199			111,765			1,178,964
Total current liabilities		2,901,941			398,038			3,299,979
Total liabilities		3,032,088			398,038			3,430,126
Common stock		24,631,466			2,409,770			27,041,236
Accumulated deficit		(26,316,815	)		(3,649,572	)		(29,966,387	)
Total Ehave, Inc. stockholders’ deficit		1,587,037			(1,239,802	)		347,235
Non-controlling interest		(2,109,949	)		861,414			(1,248,535	)
Total stockholders’ deficit		(522,912	)		(378,388	)		(901,300	)
Total liabilities and stockholders’ deficit		2,509,176			19,650			2,528,826

The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated statements of operations and other comprehensive loss for the year ended December 31, 2021:

	As Reported			Adjustment			As Corrected
General and administrative		6,681,261			2,407,580			9,088,841
Total operating expenses		6,681,261			2,407,580			9,088,841
Operating loss		(6,681,261	)		(2,407,580	)		(9,088,841	)
Interest expense		(70,953	)		(4,220	)		(75,173	)
Amortization expense		(1,941,054	)		(423,280	)		(2,364,334	)
Net loss from continuing operations		(8,693,748	)		(2,788,158	)		(11,481,906	)
Net loss		(8,693,748	)		(2,788,158	)		(11,481,906	)
Loss attributable to the noncontrolling interest		2,106,495			(861,414	)		1,245,081
Net loss attributable to Ehave, Inc. stockholders		(6,587,253	)		(3,649,573	)		(10,236,825	)
Comprehensive loss		(8,706,935	)		(2,788,158	)		(11,495,093	)
Basic and diluted net loss per share attributable to Ehave, Inc. stockholders		(0.05	)		(0.02	)		(0.07	)

Additionally, please refer to Note – Related Party Transactions, where the Company has included additional disclosure related to the CEO’s consulting agreement with Mycotopia.

Basis of Presentation and principles of consolidation

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 the U.S. Dollar. The Company’s fiscal year-end is December 31. The consolidated financial statements include the amounts of the Company and its subsidiary, Mycotopia Therapies, Inc. (“Mycotopia”) of which the Company has a 75.77% controlling ownership interest. All inter-company accounts and transaction have been eliminated in consolidation. Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current period presentation.

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

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. 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.

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 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.

Cash and cash equivalents

The Company considers all highly liquid investment securities with an original maturity of three months or less to be cash equivalents. Due to the short-term maturity of such investments, the carrying amounts are a reasonable estimate of fair value. Cash and cash equivalents include cash on-hand and highly-rated U.S. government backed money market fund investments.

Significant Concentrations and Risks

The Company maintains its cash in bank deposit and checking accounts that at times exceed federally insured limits of $250,000. Approximately $2.1 million is subject to credit risk at December 31, 2021. However, these cash balances are maintained at creditworthy financial institutions. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk.

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. For the years ended December 31, 2021 and 2020, the Company recorded $101,633 and $0, respectively, as general and administrative expense for software development costs,

Stock Based Compensation

We follow ASC Topic 718, Compensation–Stock Compensation, which prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. Share-based payments to employees and non-employees, including grants of stock options, are recognized as compensation expense in the financial statements based on their fair values on the grant date. That expense is recognized over the period required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

Advertising Costs

The Company expenses advertising costs as incurred. Advertising expense totaled $363,450 and $0 for the years ended December 31, 2021 and 2020, respectively.

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Impairment of Long-lived Assets

Management reviews long-lived assets that are held and used for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared with the asset’s carrying amount to determine if there has been an impairment, which is calculated as the difference between the fair value of an asset and its carrying value. Estimates of future undiscounted cash flows are based on expected growth rates for the business, anticipated future economic conditions and estimates of residual values. Fair values take into consideration management’s estimates of risk-adjusted discount rates, which are believed to be consistent with assumptions that marketplace participants would use in their estimates of fair value. During the year ended December 31, 2021, the Company recorded an impairment on fixed assets in the amount of $100,000. There were no impairments of property and equipment or intangible assets recognized during the years ended December 31, 2020.

Property and Equipment

Property and equipment is recorded at cost, less accumulated depreciation. Depreciation of property and equipment is determined using the straight-line method of the estimated useful lives of the related assets. Expenditures for repairs and maintenance are charged to expense as incurred, and expenditures for betterments and major improvements are capitalized and depreciated over the remaining useful lives of the assets. During the year ended December 31, 2021, the Company recorded an impairment on fixed assets in the amount of $100,000.

The assets’ estimated lives used in computing depreciation for property, plant and equipment are as follows:

Medical equipment 5 years

As of December 31, 2021 and 2020, property and equipment consisted of the following:

	December 31,
	2021			2020
Medical equipment	$	2,746		$	-
Total		2,746			-
Less, accumulated depreciation		(249	)		-
Equipment, net	$	2,497		$	-

During the years ending December 31, 2021 and 2020, the Company recorded depreciation expense of $249 and $0, respectively.

Leases

The Company reviews all arrangements for potential leases in accordance with ASC 842, and at inception, determines whether a lease is an operating or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised. The Company reimburses its CEO, Ben Kaplan, for leased office space in the amount of $4,000 per month. For the year ending December 31, 2021 and 2020, rent expense was $48,000 and $0. Other than the Company’s reimbursement of its CEO for rent on a month-to-month basis, the Company has not entered into any lease agreements.

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

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.

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. For the year ended December 31, 2021, the Company had outstanding warrants to purchase 29,320,478 common shares and 148,428,343 common shares issuable upon the conversion of debt excluded from weighted average diluted common shares because their inclusion would have been antidilutive. For the year ended December 31, 2020, the Company had outstanding warrants to purchase 28,693,368 common shares and 216,630,546 common shares issuable upon the conversion of debt excluded from weighted average diluted common shares because their inclusion would have been antidilutive.

Recent Accounting Pronouncements

During the periods ended December 31, 2021 and 2020 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.

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GOING CONCERN

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

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, 2021, the Company has incurred an accumulated deficit of $29,966,387, 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 an operating loss of $9,088,841 for the year ended December 31, 2021. Our total cash balance as of December 31, 2021 was $2,350,741. At December 31, 2021, we had a working capital deficit of $872,988. 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. 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 for one year from the date we issued these financial statements. Therefore, there is substantial doubt about our ability to continue as a going concern.

To further improve the Company’s liquidity position, the Company’s management continues to explore additional equity and debt financing through discussions with investment bankers and private investors. Further, the Company’s management continues to explore strategic acquisitions in order to achieve profitability. There can be no assurance that the company will be successful in its effort to secure additional financing. The financial statements do not include any adjustments relating to the recoverability of assets and the amount or classification of liabilities that might be necessary should the company be unable to continue as a going concern.

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

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FAIR VALUE MEASUREMENT

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENT

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). Other current assets, accounts payable and accrued expenses, and convertible notes are all stated at book value due to the term and nature of such items.

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RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2021

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

4. RELATED PARTY TRANSACTIONS

During the year ended December 31, 2020, the Company issued a convertible promissory note to a related party for the principal amount of $11,000, in the aggregate, including $1,000 of original issue discount and 110,000 warrants, in the aggregate, with an exercise price of $0.01 per share. During the year ended December 31, 2021, this note was converted into 110,000 shares of common stock.

On August 4, 2020, the Company issued 775,194 shares of common stock, in the aggregate, to two individuals who are a related party and directors of the Company for services rendered.

Ehave Consulting Agreement with the CEO

On January 1, 2021, the Company entered into an Executive Consulting Agreement, which superseded the previous consulting agreement, with Benjamin Kaplan to serve as the Company’s CEO for an initial term of 36 months. As of December 31, 2021 and 2020, the Company has recorded $210,900 and $320,000, respectively, as accrued expense in relation to the Executive Consulting Agreement. As of December 31, 2021 and 2020, the Company has accrued $3,157,789 and $1,874,963, respectively, as equity payable in relation to the Executive Consulting Agreement. During the years ending December 31, 2021 and 2020, the Company has recorded $1,691,226 and $2,194,963 as general and administrative expense in relation to the executive consulting agreement. During the year ending December 31, 2021, the Company paid $517,500 to the CEO in relation to the Executive Consulting Agreement.

On June 24, 2019, the Company entered into an Executive Consulting Agreement (Agreement) with Benjamin Kaplan (BK) to serve as the Company’s CEO for an initial term of 24 months. In addition to the monthly consulting fee, the Agreement provides for a one month ‘termination fee’ if the Agreement is terminated without cause.

On June 29, 2019, the Company and BK amended the Agreement as follows:

BK was granted a Warrant to purchase that number of shares of common stock of the Company equal to 5% of the issued and outstanding common shares, on a fully diluted basis. The Warrant was issued on April 16, 2020, has an exercise price of $0.01 USD per share and shall expire April 16, 2022.

During the year ended December 31, 2020, the Company issued 3,358,498 vested warrants to Ben Kaplan, the Company’s CEO, in accordance with his employment agreement valued at $720,695 (see Note 7).

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Upon the closing of a Significant Transaction (defined as the closing of financing for at least $500,000 or the closing of an acquisition with a valuation (determined by the value of the consideration paid by the Company) of not less than $1,000,000 USD), BK would be granted a number of shares equal to 5% of the issued and outstanding common shares, on a fully diluted basis including such shares to be issued or that could be issued pursuant to the transaction on the closing date of such Significant Transaction. This stock grant can be earned by BK for each Significant Transaction closed during the term of the Agreement.

On January 1, 2021, the Company entered into a new consulting agreement with the CEO for a term of 36 months and will automatically renew for an additional 12 months. Compensation under the January 1, 2021 agreement is as follows:

Annual Salary Compensation

The Company shall pay the CEO a fee of $24,000 per month as annual salary compensation. During the year ended December 31, 2021, the Company recorded $288,000 as general and administrative expense for the CEO fee.

Bonus

The Company will pay the CEO a bonus in restricted stock or restricted stock units based on the following EBITDA milestones. For the year ending December 31, 2021, no EBITDA milestones were met and no amounts have been recorded for the bonus milestones.

Bonus (Canadian Dollars)		EBITDA Milestones (Canadian Dollars)
$	100,000	1st $1,000,000
$	100,000	2nd $1,000,000
$	100,000	3rd $1,000,000
$	100,000	4th $1,000,000
$	100,000	5th $1,000,000

The Company will pay the CEO a bonus in restricted stock or restricted stock units based on the following Market Capitalization by maintaining the below market cap for a period of 22 consecutive trading days:

Bonus (Shares)	Market Capitalization Milestone (U.S. Dollars)
5,000,000	$	20,000,000
5,000,000	$	40,000,000
5,000,000	$	60,000,000
5,000,000	$	80,000,000
5,000,000	$	100,000,000

Stock Grants – Significant Transactions

Upon the Company closing of a Significant Transaction, the CEO shall be granted shares of common stock or new series of preferred shares of the Company that is convertible into common stock equal to 10% of the value of all the consideration, including any stock, cash or debt of such completed transaction. The CEO shall earn this grant for each Significant Transaction closed by the Company. A “Significant Transaction” shall mean a licensing transaction, merger with or acquisition of an operating company in a strategic or synergistic line of business, and a financing or direct or indirect share issuance transaction involving the Company, which as a whole, provides cash flow or equivalent value in excess of $250,000. For the years ending December 31, 2021 and 2020, the Company accrued $1,282,826 and $1,874,963, respectively, as equity payable in relation to the Significant Transaction milestones being met. These amounts were recorded as general and administrative expense in the Company’s consolidated statements of operations and comprehensive loss.

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Equity Payable to Chief Executive Officer

As of December 31, 2021 and 2020, the Company had a balance of $3,157,789 and $1,874,963, respectively, as equity payable for Significant Transactions. During the years ended December 31, 2021 and 2020, the Company recorded $1,282,826 and $1,874,963, respectively, as general and administrative expense for Significant Transactions entered into during the periods.

Mycotopia Consulting Agreement with the CEO

On November 17, 2021, Mycotopia entered into an Executive Consulting Agreement (the “Mycotopia Consulting Agreement”), with Benjamin Kaplan (“BK”) to serve as the Company’s CEO for an initial term of 36 months. As of December 31, 2021, the Company recorded $288,000 for cash compensation as accrued expense - related party in relation to the Mycotopia Consulting Agreement. During the year ending December 31, 2021, the Company recorded $2,317,861 as general and administrative expense, of which $2,029,861 was recorded as stock-based compensation in relation to the Warrant issued in connection with the Mycotopia Consulting Agreement.

Significant terms of the Mycotopia Consulting Agreement are as follows:

BK was granted a Warrant to purchase that number of shares of Mycotopia common stock equal to 5% of the issued and outstanding Mycotopia common shares, on a fully diluted basis. The Warrant has an exercise price of $0.01 per share and shall expire November 16, 2023.

During the year ended December 31, 2021, the Company issued 812,118 vested Mycotopia warrants in accordance with the Warrant valued at $2,029,861.

Bonus

The Company will pay the CEO a bonus in Mycotopia restricted stock or restricted stock units based on the following EBITDA milestones. For the year ending December 31, 2021, no EBITDA milestones were met, and no amounts have been recorded for the bonus milestones.

Bonus		EBITDA Milestones
$	100,000	1st $1,000,000
$	100,000	2nd $1,000,000
$	100,000	3rd $1,000,000
$	100,000	4th $1,000,000
$	100,000	5th $1,000,000

The Company will pay the CEO a bonus in restricted stock or restricted stock units based on the following Mycotopia market capitalization by maintaining the below market cap for Mycotopia for a period of 22 consecutive trading days:

Bonus (Shares)	Market Capitalization Milestone
250,000	$	30,000,000
250,000	$	40,000,000
250,000	$	60,000,000
250,000	$	80,000,000
250,000	$	100,000,000

Stock Grants – Significant Transactions

Upon the Company closing of a Significant Transaction with Mycotopia, the CEO shall be granted shares of Mycotopia common stock or new series of Mycotopia preferred shares that is convertible into Mycotopia common stock equal to 5% of the value of all the consideration, including any stock, cash or debt of such completed transaction for Mycotopia. A “Significant Transaction” shall mean a financing of at least $500,000 or the closing of an acquisition with a valuation of at least $1,000,000 for Mycotopia. For the year ending December 31, 2021, the Company did not grant any equity in relation to a Significant Transaction.

As of December 31, 2021, no amounts have been accrued related to the bonuses.

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Consulting Agreement with CFO

On October 1, 2020, the Company entered into a consulting agreement with the Company’s CFO, James Cardwell for an initial term of one year, which was extended for an additional year upon its anniversary. Compensation pursuant to the agreement shall be a minimum of $1,500 per month. As of December 31, 2021 and 2020, the Company has accrued $16,500 and $4,500, respectively, as accrued expense in relations to this agreement.

Consulting Agreement with Chief Technology Officer

On January 1, 2020, the Company entered into an executive employment agreement with the Chief Technology Officer. The Company shall pay the executive $120,000 annually for services rendered. During the year ended December 31, 2021, the Company issued 2,033,016 shares of common stock with a fair value of $130,113. As of December 31, 2021 and 2020, the Company recorded $138,360 and $129,180 as accrued expenses related to this agreement.

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PROMISSORY NOTE AND CONVERTIBLE PROMISSORY NOTES

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

PROMISSORY NOTE AND CONVERTIBLE PROMISSORY NOTES

5. PROMISSORY NOTE AND CONVERTIBLE PROMISSORY NOTES

Convertible Notes

During the years ended December 31, 2021 and 2020, the Company issued convertible promissory notes (the “Notes”) with a term of 18 and 24 months upon issuance. The Notes were issued with an original issue discount (an “OID”) of 10%, and mature beginning April 2022 thru December 2023. At December 31, 2021 the Notes are convertible into 148,428,343 shares of the Company’ common stock and 1,007,500 shares of Mycotopia common stock. During the years ended December 31, 2021 and 2020, the Company issued 141,635,524 and 37,818,154, respectively, shares of common stock upon conversion of the Notes and accrued interest.

The following table summarizes the Notes activity during the years ended December 31, 2021 and 2020:

	As of December 31,2021
Convertible promissory notes, balance at January 1, 2020	$	-
Issuances		2,544,487
Conversions		(378,182	)
Debt discount		(2,407,582	)
Amortization of original issue discount (interest expense)		804,356
Amortization of BCF and warrants (amortization expense)		91,992
Convertible promissory notes, balance at December 31, 2020		655,071
Issuances		1,768,700
Conversions (not inclusive of accrued interest of $44,104)		(1,424,900	)
Debt discount		(2,054,904	)
Amortization of debt discount		2,364,334
Convertible promissory notes, balance at December 31, 2021	$	1,309,111

Promissory Note

On December 20, 2021, the Company entered into a settlement agreement to apply the $302,637 tax refund from Ontario Interactive Digital Media Tax Credit as payment for the promissory note recorded in the amount of $349,079 as of December 31, 2020. In connection with the settlement, previous amounts of principal and accrued interest due under the promissory note were forgiven in the aggregate amount of $350,739. As part of the settlement, the Company agreed to compensate the lenders and issue $50,569 worth of common stock. The $50,569 has been recorded as accounts payable and accrued expense as of December 31, 2021. For the year ended December 31, 2021, the Company recorded in its consolidated statements of operations a loss on settlement of debt in the amount of $480.

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

6. COMMITMENTS AND CONTINGENCIES

Collaboration Agreement

The Company entered into a collaboration agreement with a hospital located in Canada. As of December 31, 2021 and 2020, the Company recorded $10,000 and $5,000, respectively, for the annual royalty due under the terms of the collaboration agreement.

Agreements

On January 1, 2020, the Company entered into a consulting agreement for investor relations services. The Company shall pay the consultant $6,500 per month for services rendered to be paid $2,500 in cash and $4,000 in common shares of the Company to be valued at a 20% discount to the lowest trading price for the five trading days prior to date upon which payment is due. As of December 31 2021 and 2020, the Company recorded $75,966 and $79,159 as accrued expenses related to this agreement.

On November 16, 2021, the Company entered into a consulting agreement for a term of three years to advise the Company and its Ketadash Subsidiary (see “Subsequent Events”) in establishing services to be provided in California. The Company will pay the consultant a percentage of gross profits as follows: (i) 10% of gross profits up to $1,000,000, (ii) 7.5% of gross profits from $1,000,001 to $5,000,000, and (iii) 5% for gross profits exceeding $5,000,001. As of December 31, 2021 and the date of this filing, no amounts have been earned under this contract.

Medical Advisory Board Agreements

During the period ended December 31, 2020, the Company entered into medical advisory board agreements with four members for a term of one year each. As consideration for the services to be rendered, the Company agreed to pay $45,000 in cash and $155,000 worth of common stock. As of December 31, 2021 and 2020, the Company has accrued $233,110 and $105,438 in relation to these agreements.

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STOCKHOLDERS’ EQUITY (DEFICIT)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

STOCKHOLDERS’ EQUITY (DEFICIT)

7. STOCKHOLDERS’ EQUITY (DEFICIT)

On September 15, 2020, the Company issued 1,050,000 shares of common stock in accordance with a strategic alliance agreement and as consideration for the purchase of 1,050,000 share of Psychedelitech, Inc. (“Psychedelitech”) (a private Ontario corporation). As a result of the transaction, the Company purchased 10% of Psychedelitech. The shares were recorded at fair value on the date of issuance of $26,250. As of December 31, 2021 and 2020, the investment in Psychedelitech is recorded at cost in the amount of $26,250.

During the year ended December 31, 2020, the Company issued 37,818,154 shares of common stock, in the aggregate, upon conversion of $378,182 of convertible promissory notes (see Note 5).

During the year ended December 31, 2020, the Company issued 100,909 shares of common stock upon the cashless exercise of 110,000 warrants.

On December 31, 2020, the Company issued 353,622 shares of common stock in relation to an asset sale and purchase agreement entered into on January 21, 2021 with CureDash, Inc. (a Deleware Corporation) (“CureDash” or the “Seller”). The shares were recorded at fair value on the date of issuance of $40,000. As of December 31, 2020, the Company recorded this amount as other current asset in the consolidated balance sheet. On January 21, 2021, the Company purchased tangible and intangible assets from the Seller in order to begin a new venture in psychosis therapy. The purchase price of the assets was $100,000 payable with the issuance of the 353,622 shares of common stock and $60,000 in cash which was paid upon closing on January 21, 2021. As of December 31, 2021, the Company recorded the purchase as an asset acquisition and recorded $100,000 as fixed assets where were impaired during the year ended December 31, 2021 (see Note 1, Property and Equipment).

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

On January 19, 2021, the Company consummated its agreement with the former and current directors of 20/20 Global, Inc. (“20/20 Global”) that provide for: (i) 20/20 Global’s purchase for $350,000 in cash of all of the outstanding stock of Mycotopioa Therapies, Inc. (“MYC”), the Company’s wholly owned subsidiary, from Ehave under a Stock Purchase Agreement, resulting in MYC becoming a wholly owned subsidiary of 20/20 Global; and (ii) the change of control of 20/20 Global’s board of directors and management. In a related transaction, Ehave agreed to purchase 9,793,754 shares of 20/20 Global common stock from third parties, which constitutes approximately 75.77% of the issued and outstanding shares of 20/20 Global’s common stock, for $350,000 in cash. There was a change in control of 20/20 Global’s board of directors and the transaction was accounted for as a reverse merger in which Mycotopia Therapies, Inc. was deemed to be the accounting acquirer and 20/20 Global the legal acquirer. The Company acquired a controlling interest in 20/20 Global, changed its name to Mycotopia Therapies, Inc. (“Mycotopia”), and consolidated Mycotopia as of December 31, 2021. The Company recorded a non-controlling interest in the amount of negative $3,454 for the disposal of MYC and re-acquisition of Mycotopia. The purpose of this transaction was to monetize the Company’s subsidiary into a publicly traded company.

During the year ended December 31, 2021, the Company received aggregate investments of $1,502,000 and issued 22,682,142 shares of common stock, in the aggregate, from Regulation A Offerings.

During the year ended December 31, 2021, the Company issued 5,681,985 shares of common stock upon the cashless exercise of 6,709,890 warrants.

During the year ended December 31, 2021, the Company issued 141,635,524 shares of common stock, in the aggregate, upon the conversion of convertible promissory notes and accrued interest in the amount of $1,469,004, in the aggregate. (see Note 5).

STOCK BASED COMPENSATION

During the year ended December 31, 2020, the Company entered into a finder’s fee agreement with a consultant to assist the Company in procuring sources of financing such as equity, debt, or a merger or sale of the Company. Total compensation for the consultant’s efforts and services shall be a cash fee of 10% of the total principal amount of gross proceeds from any financing and 10% of the total shares of common stock purchased or convertible equivalent. During the year ending December 31, 2020, the Company issued 1,250,000 shares of common stock which was recorded at fair value of $46,875 and paid $63,500 in relation to the finder’s fee agreement. The Company recognized these amounts as interest expense in the Company’s consolidated statements of operations and other comprehensive loss during the year ended December 31, 2020.

During the year ended December 31, 2020, the Company issued 3,358,498 vested warrants to Ben Kaplan, the Company’s CEO, in accordance with his employment agreement valued at $720,695. The Company expensed $720,695 as general and administrative expense in relation to this issuance. The Company valued these warrants using the Black-Scholes option pricing model using the following assumptions: a) stock prices of $0.37 and $0.12, b) exercise price of $0.01, c) dividend rate of 0%, d) risk free rates of 0.20% and 0.13%, and e) expected volatility of 570% and 648%.

During the year ended December 31, 2020, the Company issued 1,183,357 shares of common stock, in the aggregate to consultants for services rendered. The Company expensed $161,225, in the aggregate, in relation to this issuance.

During the year ending December 31, 2021, the Company issued 7,354,312 shares of Ehave common stock for services rendered and recorded $654,647 in relation to these shares issued.

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

During the year ended December 31, 2021, the Company issued 812,118 vested Mycotopia warrants and recorded stock compensation of $2,029,861.

During the year ended December 31, 2021, the Company recorded stock compensation of $2,252,000 in relation to services rendered for Mycotopia.

During the year ended December 31, 2021, the Company recorded stock compensation of $30,000 in relation to medical advisory board fees for services rendered for Mycotopia.

Warrants Issued

The following table reflects a summary of Common Stock warrants outstanding and warrant activity during the period ended December 31, 2021 and 2020.

	Underlying Shares			Weighted Average Exercise Price		Weighted Average Term (Years)
Warrants outstanding at January 1, 2020		-		$
Granted		28,803,368			0.01		1.41
Exercised		(110,000	)		0.01
Forfeited		-
Warrants outstanding at December 31, 2020		28,693,368			0.01		1.12
Granted		7,337,000			0.01		1.50
Exercised		(6,709,890	)		0.01
Forfeited		-
Warrant outstanding at December 31, 2021		29,320,478		$	0.01		0.44

The intrinsic value of warrants outstanding as of December 31, 2021 was $18,844.

The warrants granted during the period ending December 31, 2021 and 2020 were valued using the Black-Scholes option pricing model using the following weighted average assumptions:

	Year Ended December 31,
	2021			2020
Expected term, in years		1.5			2.83
Expected volatility		100	%		162.24	%
Risk free interest rate		0.09 - 0.13	%		0.44	%
Dividend yield		-			-

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INCOME TAXES

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

8. 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, 2021 and December 31, 2020 due to the Company’s operating losses.

As of December 31, 2021, the Company has a net operating loss for tax purposes of CAD $15,824,709 (2020 – CAD $11,448,330) that can be carried forward over 20 years.

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

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:

	2021			2020
Deferred tax assets (liabilities):
Deferred tax asset, beginning	$	1,074,000		$	741,000
Increase in valuation reserve		2,452,000			333,000
Deferred tax asset, ending		3,526,000			1,074,000
Valuation allowance		(3,526,000	)		(1,074,000	)
Net deferred tax assets	$	-		$	-

The following table summarizes the significant differences between the Canadian Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended December 31, 2021 and 2020:

	2021			2020
Canadian statutory tax rate		15.00	%		15.00	%
Provincial income taxes, net of federal benefit		12.05	%		1.17	%
Foreign rate differential		0.09	%		0.00	%
Amortization of debt discount		(3.09	)%		(8.20	)%
Derivatives		0.00	%		10.75	%
Stock based compensation		(6.32	)%		0.00	%
Change in valuation allowance		(21.33	)%		(20.25	)%
Foreign Exchange Rate Change		3.16	%		1.53	%
Other		0.44	%		0.00	%
Totals		0.00	%		0.00	%

The tax years from 2021 to 2023 are open for examination by the Canada tax authorities.

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SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

9. SUBSEQUENT EVENTS

On January 8, 2022, the Company entered into a stock purchase agreement to acquire 100% of the issued and outstanding shares of Rejuv IV, Inc., a California company, (or “Ketadash”) from the seller (the “Seller”). The purchase price of the shares is $250,000 payable as follows: (i) $75,000 in cash, and (ii) $175,000 of common stock valued at the average closing price for the five trading days preceding January 8, 2022. As of the date of this filing, the Company paid 100% of the purchase price, paid the $75,000 in cash and issued 19,977,169 shares of common stock.

Subsequent to year end, the Company issued 15,800,000 shares of common stock upon the conversion of $158,000 of convertible debt in accordance with the terms of the agreement.

Subsequent to year end, the Company issued 5,055,381 to a consultant for services rendered at a fair value of approximately $75,000.

Subsequent to year end, the Company received 212,488 shares of Wesana Health Holdings, Inc. in exchange for all of the Company’s Psytech shares.

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ORGANZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and General Description of Business

Organization and General Description of Business

EHAVE, Inc. (formerly known as “Behavioral 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 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 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.

Mycotopia sponsors research and development of the use of psychedelics for the treatment of mental health issues utilizing the technology developed by Ehave.

Reclassification

Reclassification

Certain amounts have been reclassified for the year ended December 31, 2020 in order to conform to current period presentation. The Company reclassed $50,000 from accounts payable and accrued expenses to accrued expenses – related party for Ben Kaplan’s cash compensation.

Restatement of Previously Issued Financial Statements

Restatement of Previously Issued Financial Statements

Subsequent to the Company’s filing of its Annual Report on Form 20-F for the year ended December 31, 2021, with the Securities and Exchange Commission on May 27, 2022, the Company performed an evaluation of its accounting in connection with the employment agreement entered into between Mycotopia Therapies, Inc. (“Mycotopia”), a majority owned subsidiary of the Company, and Ben Kaplan, the Company’s CEO. Management determined that the Original Form 20-F does not give effect to $288,000 cash compensation and the issuance of a warrant (the “Warrant”) to purchase shares for 5% of the fully diluted common stock outstanding of Mycotopia. The cash compensation and Warrant was granted to the Chief Executive Officer of the Company pursuant to his consulting agreement (the “Consulting Agreement”) with Mycotopia entered into on November 17, 2021. The Company recorded an additional stock-based compensation expense of $2,029,861 in relation to the Warrant. Management concluded on May 12, 2023 that it has identified errors in its calculation of compensation in relation to the Consulting Agreement. Accordingly, the Company restates its consolidated financial statements in this Form 20-F/A as outlined further below and in Note 4 – Related Party Transactions. Upon review of the Company’s previously filed 20-F, the following errors were discovered and recorded:

● Reclass of $99,338 from property and equipment to other asset, reduce accumulated depreciation and depreciation expense by $39,680 associated with the reclass.

● Record a reduction in accounts payable and accrued expenses of $51,727, inclusive of reclass mentioned below

● Record $288,000 of cash compensation for Ben Kaplan cash compensation as accrued expenses – related party

● Reclass $50,000 from accounts payable and accrued expenses to accrued expense – related party of $50,000 for Ben Kaplan cash compensation accrued at December 31, 2020

● Record $55,000 of convertible notes payable

● Record $55,000 of common stock in relation to warrants and conversion feature for convertible notes payable entered into.

● Reclass $861,414 from non-controlling interest to accumulated deficit

● Record stock based compensation of $2,149,906, inclusive of $2,029,861 related to the Warrant expense

● Record amortization expense of $423,280 in relation to debt discount

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated balance sheets for the year ended December 31, 2021:

	As Reported			Adjustment			As Corrected
Property and equipment		82,185			(79,688	)		2,497
Other asset		-			99,338			99,338
Total assets		2,509,176			19,650			2,528,826
Accounts payable and accrued expenses		1,834,742			(51,727	)		1,783,015
Accrued expenses – related party		-			338,000			338,000
Current portion of convertible notes, net of debt discount		1,067,199			111,765			1,178,964
Total current liabilities		2,901,941			398,038			3,299,979
Total liabilities		3,032,088			398,038			3,430,126
Common stock		24,631,466			2,409,770			27,041,236
Accumulated deficit		(26,316,815	)		(3,649,572	)		(29,966,387	)
Total Ehave, Inc. stockholders’ deficit		1,587,037			(1,239,802	)		347,235
Non-controlling interest		(2,109,949	)		861,414			(1,248,535	)
Total stockholders’ deficit		(522,912	)		(378,388	)		(901,300	)
Total liabilities and stockholders’ deficit		2,509,176			19,650			2,528,826

The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated statements of operations and other comprehensive loss for the year ended December 31, 2021:

	As Reported			Adjustment			As Corrected
General and administrative		6,681,261			2,407,580			9,088,841
Total operating expenses		6,681,261			2,407,580			9,088,841
Operating loss		(6,681,261	)		(2,407,580	)		(9,088,841	)
Interest expense		(70,953	)		(4,220	)		(75,173	)
Amortization expense		(1,941,054	)		(423,280	)		(2,364,334	)
Net loss from continuing operations		(8,693,748	)		(2,788,158	)		(11,481,906	)
Net loss		(8,693,748	)		(2,788,158	)		(11,481,906	)
Loss attributable to the noncontrolling interest		2,106,495			(861,414	)		1,245,081
Net loss attributable to Ehave, Inc. stockholders		(6,587,253	)		(3,649,573	)		(10,236,825	)
Comprehensive loss		(8,706,935	)		(2,788,158	)		(11,495,093	)
Basic and diluted net loss per share attributable to Ehave, Inc. stockholders		(0.05	)		(0.02	)		(0.07	)

Additionally, please refer to Note – Related Party Transactions, where the Company has included additional disclosure related to the CEO’s consulting agreement with Mycotopia.

Basis of Presentation and principles of consolidation

Basis of Presentation and principles of consolidation

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 the U.S. Dollar. The Company’s fiscal year-end is December 31. The consolidated financial statements include the amounts of the Company and its subsidiary, Mycotopia Therapies, Inc. (“Mycotopia”) of which the Company has a 75.77% controlling ownership interest. All inter-company accounts and transaction have been eliminated in consolidation. Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current period presentation.

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Foreign Currency Translation

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. 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.

Foreign Currency Risk

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 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.

Cash and cash equivalents

Cash and cash equivalents

The Company considers all highly liquid investment securities with an original maturity of three months or less to be cash equivalents. Due to the short-term maturity of such investments, the carrying amounts are a reasonable estimate of fair value. Cash and cash equivalents include cash on-hand and highly-rated U.S. government backed money market fund investments.

Significant Concentrations and Risks

Significant Concentrations and Risks

The Company maintains its cash in bank deposit and checking accounts that at times exceed federally insured limits of $250,000. Approximately $2.1 million is subject to credit risk at December 31, 2021. However, these cash balances are maintained at creditworthy financial institutions. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk.

Software Products and Research and Development

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. For the years ended December 31, 2021 and 2020, the Company recorded $101,633 and $0, respectively, as general and administrative expense for software development costs,

Stock Based Compensation

Stock Based Compensation

We follow ASC Topic 718, Compensation–Stock Compensation, which prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. Share-based payments to employees and non-employees, including grants of stock options, are recognized as compensation expense in the financial statements based on their fair values on the grant date. That expense is recognized over the period required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

Advertising Costs

Advertising Costs

The Company expenses advertising costs as incurred. Advertising expense totaled $363,450 and $0 for the years ended December 31, 2021 and 2020, respectively.

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Impairment of Long-lived Assets

Impairment of Long-lived Assets

Management reviews long-lived assets that are held and used for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared with the asset’s carrying amount to determine if there has been an impairment, which is calculated as the difference between the fair value of an asset and its carrying value. Estimates of future undiscounted cash flows are based on expected growth rates for the business, anticipated future economic conditions and estimates of residual values. Fair values take into consideration management’s estimates of risk-adjusted discount rates, which are believed to be consistent with assumptions that marketplace participants would use in their estimates of fair value. During the year ended December 31, 2021, the Company recorded an impairment on fixed assets in the amount of $100,000. There were no impairments of property and equipment or intangible assets recognized during the years ended December 31, 2020.

Property and Equipment

Property and Equipment

Property and equipment is recorded at cost, less accumulated depreciation. Depreciation of property and equipment is determined using the straight-line method of the estimated useful lives of the related assets. Expenditures for repairs and maintenance are charged to expense as incurred, and expenditures for betterments and major improvements are capitalized and depreciated over the remaining useful lives of the assets. During the year ended December 31, 2021, the Company recorded an impairment on fixed assets in the amount of $100,000.

The assets’ estimated lives used in computing depreciation for property, plant and equipment are as follows:

Medical equipment 5 years

As of December 31, 2021 and 2020, property and equipment consisted of the following:

	December 31,
	2021			2020
Medical equipment	$	2,746		$	-
Total		2,746			-
Less, accumulated depreciation		(249	)		-
Equipment, net	$	2,497		$	-

During the years ending December 31, 2021 and 2020, the Company recorded depreciation expense of $249 and $0, respectively.

Leases

Leases

The Company reviews all arrangements for potential leases in accordance with ASC 842, and at inception, determines whether a lease is an operating or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised. The Company reimburses its CEO, Ben Kaplan, for leased office space in the amount of $4,000 per month. For the year ending December 31, 2021 and 2020, rent expense was $48,000 and $0. Other than the Company’s reimbursement of its CEO for rent on a month-to-month basis, the Company has not entered into any lease agreements.

EHAVE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

Income Taxes

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.

Net Loss per Common Share, basic

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. For the year ended December 31, 2021, the Company had outstanding warrants to purchase 29,320,478 common shares and 148,428,343 common shares issuable upon the conversion of debt excluded from weighted average diluted common shares because their inclusion would have been antidilutive. For the year ended December 31, 2020, the Company had outstanding warrants to purchase 28,693,368 common shares and 216,630,546 common shares issuable upon the conversion of debt excluded from weighted average diluted common shares because their inclusion would have been antidilutive.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

During the periods ended December 31, 2021 and 2020 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.

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ORGANZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

SCHEDULE OF RESTATEMENT ITEMS ON CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated balance sheets for the year ended December 31, 2021:

	As Reported			Adjustment			As Corrected
Property and equipment		82,185			(79,688	)		2,497
Other asset		-			99,338			99,338
Total assets		2,509,176			19,650			2,528,826
Accounts payable and accrued expenses		1,834,742			(51,727	)		1,783,015
Accrued expenses – related party		-			338,000			338,000
Current portion of convertible notes, net of debt discount		1,067,199			111,765			1,178,964
Total current liabilities		2,901,941			398,038			3,299,979
Total liabilities		3,032,088			398,038			3,430,126
Common stock		24,631,466			2,409,770			27,041,236
Accumulated deficit		(26,316,815	)		(3,649,572	)		(29,966,387	)
Total Ehave, Inc. stockholders’ deficit		1,587,037			(1,239,802	)		347,235
Non-controlling interest		(2,109,949	)		861,414			(1,248,535	)
Total stockholders’ deficit		(522,912	)		(378,388	)		(901,300	)
Total liabilities and stockholders’ deficit		2,509,176			19,650			2,528,826

The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated statements of operations and other comprehensive loss for the year ended December 31, 2021:

	As Reported			Adjustment			As Corrected
General and administrative		6,681,261			2,407,580			9,088,841
Total operating expenses		6,681,261			2,407,580			9,088,841
Operating loss		(6,681,261	)		(2,407,580	)		(9,088,841	)
Interest expense		(70,953	)		(4,220	)		(75,173	)
Amortization expense		(1,941,054	)		(423,280	)		(2,364,334	)
Net loss from continuing operations		(8,693,748	)		(2,788,158	)		(11,481,906	)
Net loss		(8,693,748	)		(2,788,158	)		(11,481,906	)
Loss attributable to the noncontrolling interest		2,106,495			(861,414	)		1,245,081
Net loss attributable to Ehave, Inc. stockholders		(6,587,253	)		(3,649,573	)		(10,236,825	)
Comprehensive loss		(8,706,935	)		(2,788,158	)		(11,495,093	)
Basic and diluted net loss per share attributable to Ehave, Inc. stockholders		(0.05	)		(0.02	)		(0.07	)

SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

The assets’ estimated lives used in computing depreciation for property, plant and equipment are as follows:

Medical equipment 5 years

SCHEDULE OF PROPERTY AND EQUIPMENT

As of December 31, 2021 and 2020, property and equipment consisted of the following:

	December 31,
	2021			2020
Medical equipment	$	2,746		$	-
Total		2,746			-
Less, accumulated depreciation		(249	)		-
Equipment, net	$	2,497		$	-

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RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2021

Related Party Transaction [Line Items]

SCHEDULE OF BONUS AND MILESTONES

The Company will pay the CEO a bonus in restricted stock or restricted stock units based on the following EBITDA milestones. For the year ending December 31, 2021, no EBITDA milestones were met and no amounts have been recorded for the bonus milestones.

Bonus (Canadian Dollars)		EBITDA Milestones (Canadian Dollars)
$	100,000	1st $1,000,000
$	100,000	2nd $1,000,000
$	100,000	3rd $1,000,000
$	100,000	4th $1,000,000
$	100,000	5th $1,000,000

SCHEDULE OF BONUS AND MARKET CAPITALIZATION MILESTONES

The Company will pay the CEO a bonus in restricted stock or restricted stock units based on the following Market Capitalization by maintaining the below market cap for a period of 22 consecutive trading days:

Bonus (Shares)	Market Capitalization Milestone (U.S. Dollars)
5,000,000	$	20,000,000
5,000,000	$	40,000,000
5,000,000	$	60,000,000
5,000,000	$	80,000,000
5,000,000	$	100,000,000

Mycotopia [Member]

Related Party Transaction [Line Items]

SCHEDULE OF BONUS AND MILESTONES

The Company will pay the CEO a bonus in Mycotopia restricted stock or restricted stock units based on the following EBITDA milestones. For the year ending December 31, 2021, no EBITDA milestones were met, and no amounts have been recorded for the bonus milestones.

Bonus		EBITDA Milestones
$	100,000	1st $1,000,000
$	100,000	2nd $1,000,000
$	100,000	3rd $1,000,000
$	100,000	4th $1,000,000
$	100,000	5th $1,000,000

SCHEDULE OF BONUS AND MARKET CAPITALIZATION MILESTONES

The Company will pay the CEO a bonus in restricted stock or restricted stock units based on the following Mycotopia market capitalization by maintaining the below market cap for Mycotopia for a period of 22 consecutive trading days:

Bonus (Shares)	Market Capitalization Milestone
250,000	$	30,000,000
250,000	$	40,000,000
250,000	$	60,000,000
250,000	$	80,000,000
250,000	$	100,000,000

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PROMISSORY NOTE AND CONVERTIBLE PROMISSORY NOTES (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

SCHEDULE OF NOTES PAYABLE

The following table summarizes the Notes activity during the years ended December 31, 2021 and 2020:

	As of December 31,2021
Convertible promissory notes, balance at January 1, 2020	$	-
Issuances		2,544,487
Conversions		(378,182	)
Debt discount		(2,407,582	)
Amortization of original issue discount (interest expense)		804,356
Amortization of BCF and warrants (amortization expense)		91,992
Convertible promissory notes, balance at December 31, 2020		655,071
Issuances		1,768,700
Conversions (not inclusive of accrued interest of $44,104)		(1,424,900	)
Debt discount		(2,054,904	)
Amortization of debt discount		2,364,334
Convertible promissory notes, balance at December 31, 2021	$	1,309,111

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STOCKHOLDERS’ EQUITY (DEFICIT) (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

SCHEDULE OF OUTSTANDING STOCK WARRANTS ACTIVITIES

The following table reflects a summary of Common Stock warrants outstanding and warrant activity during the period ended December 31, 2021 and 2020.

	Underlying Shares			Weighted Average Exercise Price		Weighted Average Term (Years)
Warrants outstanding at January 1, 2020		-		$
Granted		28,803,368			0.01		1.41
Exercised		(110,000	)		0.01
Forfeited		-
Warrants outstanding at December 31, 2020		28,693,368			0.01		1.12
Granted		7,337,000			0.01		1.50
Exercised		(6,709,890	)		0.01
Forfeited		-
Warrant outstanding at December 31, 2021		29,320,478		$	0.01		0.44

SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS OF WARRANTS

The warrants granted during the period ending December 31, 2021 and 2020 were valued using the Black-Scholes option pricing model using the following weighted average assumptions:

	Year Ended December 31,
	2021			2020
Expected term, in years		1.5			2.83
Expected volatility		100	%		162.24	%
Risk free interest rate		0.09 - 0.13	%		0.44	%
Dividend yield		-			-

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INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS

	2021			2020
Deferred tax assets (liabilities):
Deferred tax asset, beginning	$	1,074,000		$	741,000
Increase in valuation reserve		2,452,000			333,000
Deferred tax asset, ending		3,526,000			1,074,000
Valuation allowance		(3,526,000	)		(1,074,000	)
Net deferred tax assets	$	-		$	-

SCHEDULE OF EFFECTIVE TAX RATE

	2021			2020
Canadian statutory tax rate		15.00	%		15.00	%
Provincial income taxes, net of federal benefit		12.05	%		1.17	%
Foreign rate differential		0.09	%		0.00	%
Amortization of debt discount		(3.09	)%		(8.20	)%
Derivatives		0.00	%		10.75	%
Stock based compensation		(6.32	)%		0.00	%
Change in valuation allowance		(21.33	)%		(20.25	)%
Foreign Exchange Rate Change		3.16	%		1.53	%
Other		0.44	%		0.00	%
Totals		0.00	%		0.00	%

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SCHEDULE OF RESTATEMENT ITEMS ON CONSOLIDATED FINANCIAL STATEMENTS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property and equipment	$ 2,497
Other asset	99,338
Total assets	2,528,826	1,955,607
Accounts payable and accrued expenses	1,783,015	1,299,866
Accrued expenses – related party	338,000	50,000
Current portion of convertible notes, net of debt discount	1,178,964	222,493
Total current liabilities	3,299,979	1,921,438
Total liabilities	3,430,126	2,354,016
Common stock	27,041,236	17,328,406
Accumulated deficit	(29,966,387)	(19,729,562)
Total Ehave, Inc. stockholders’ deficit	347,235	(398,409)
Non-controlling interest	(1,248,535)
Total stockholders’ deficit	(901,300)	(398,409)	$ (2,230,775)
Total liabilities and stockholders’ deficit	2,528,826	1,955,607
General and administrative	9,088,841	3,921,536
Total operating expenses	9,088,841	3,921,536
Operating loss	(9,088,841)	(3,921,536)
Interest expense	(75,173)	(141,361)
Amortization expense	(2,364,334)	(804,356)
Net loss from continuing operations	(11,481,906)	(3,514,736)
Net loss	(11,481,906)	(3,514,736)
Loss attributable to the noncontrolling interest	1,245,081
Net loss attributable to Ehave, Inc. stockholders	(10,236,825)	(3,514,736)
Comprehensive loss	$ (11,495,093)	$ (3,528,589)
Basic net loss per share attributable to Ehave Inc stockholders	$ (0.07)	$ (0.11)
Diluted net loss per share attributable to Ehave Inc stockholders	$ (0.07)	$ (0.11)
Previously Reported [Member]
Property and equipment	$ 82,185
Other asset
Total assets	2,509,176
Accounts payable and accrued expenses	1,834,742
Accrued expenses – related party
Current portion of convertible notes, net of debt discount	1,067,199
Total current liabilities	2,901,941
Total liabilities	3,032,088
Common stock	24,631,466
Accumulated deficit	(26,316,815)
Total Ehave, Inc. stockholders’ deficit	1,587,037
Non-controlling interest	(2,109,949)
Total stockholders’ deficit	(522,912)
Total liabilities and stockholders’ deficit	2,509,176
General and administrative	6,681,261
Total operating expenses	6,681,261
Operating loss	(6,681,261)
Interest expense	(70,953)
Amortization expense	(1,941,054)
Net loss from continuing operations	(8,693,748)
Net loss	(8,693,748)
Loss attributable to the noncontrolling interest	2,106,495
Net loss attributable to Ehave, Inc. stockholders	(6,587,253)
Comprehensive loss	$ (8,706,935)
Basic net loss per share attributable to Ehave Inc stockholders	$ (0.05)
Diluted net loss per share attributable to Ehave Inc stockholders	$ (0.05)
Revision of Prior Period, Reclassification, Adjustment [Member]
Property and equipment	$ (79,688)
Other asset	99,338
Total assets	19,650
Accounts payable and accrued expenses	(51,727)
Accrued expenses – related party	338,000
Current portion of convertible notes, net of debt discount	111,765
Total current liabilities	398,038
Total liabilities	398,038
Common stock	2,409,770
Accumulated deficit	(3,649,572)
Total Ehave, Inc. stockholders’ deficit	(1,239,802)
Non-controlling interest	861,414
Total stockholders’ deficit	(378,388)
Total liabilities and stockholders’ deficit	19,650
General and administrative	2,407,580
Total operating expenses	2,407,580
Operating loss	(2,407,580)
Interest expense	(4,220)
Amortization expense	(423,280)
Net loss from continuing operations	(2,788,158)
Net loss	(2,788,158)
Loss attributable to the noncontrolling interest	(861,414)
Net loss attributable to Ehave, Inc. stockholders	(3,649,573)
Comprehensive loss	$ (2,788,158)
Basic net loss per share attributable to Ehave Inc stockholders	$ (0.02)
Diluted net loss per share attributable to Ehave Inc stockholders	$ (0.02)

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SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT (Details)	Dec. 31, 2021
Medical Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	5 years

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SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total	$ 2,746
Less, accumulated depreciation	(249)
Equipment, net	2,497
Medical Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	$ 2,746

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ORGANZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accounts payable and accrued expenses	$ 1,783,015	$ 1,299,866
Stock based compensation expense	4,966,508	928,795
Other Assets, Noncurrent	99,338
Non controlling interest	(1,248,535)
Amortization of Debt Issuance Costs and Discounts		91,992
Cash, FDIC insured amount	$ 250,000
Credit risk description	Approximately $2.1 million is subject to credit risk at December 31, 2021. However, these cash balances are maintained at creditworthy financial institutions
General and Administrative Expense	$ 9,088,841	3,921,536
Advertising expense	363,450	0
Impairment of fixed assets	100,000
Depreciation	249
Lease payments	4,000
Rent expenses	$ 48,000	$ 0
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	29,320,478	28,693,368
Stock Issued During Period, Shares, Conversion of Convertible Securities	148,428,343	216,630,546
Software and Software Development Costs [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
General and Administrative Expense	$ 101,633	$ 0
Mycotopia Therapies Inc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Ownership percentage	75.77%
Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period, Shares, Conversion of Convertible Securities	141,635,524	37,818,154
Revision of Prior Period, Reclassification, Adjustment [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accounts payable and accrued expenses	$ (51,727)
Stock based compensation expense	2,149,906
Other Assets, Noncurrent	99,338
Depreciation, Depletion and Amortization	39,680
Payments for Other Fees	51,727
Convertible Notes Payable, Current	55,000
Non controlling interest	861,414
Amortization of Debt Issuance Costs and Discounts	423,280
General and Administrative Expense	2,407,580
Revision of Prior Period, Reclassification, Adjustment [Member] | Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Notes Payable, Current	$ 55,000
Mycotopia Consulting Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of common stock diluted shares outstanding	5.00%
Stock based compensation expense	$ 2,029,861
Warrants valued	2,029,861
General and Administrative Expense	2,317,861
Ben Kaplan [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accounts payable and accrued expenses		$ 50,000
Cash compensation	288,000
Ben Kaplan [Member] | Revision of Prior Period, Reclassification, Adjustment [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accounts payable and accrued expenses		50,000
Cash compensation	$ 288,000	$ 50,000

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GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Retained Earnings (Accumulated Deficit)	$ 29,966,387	$ 19,729,562
Operating Income (Loss)	9,088,841	3,921,536
Cash and Cash Equivalents, at Carrying Value	2,350,741	$ 1,865,110
Working capital deficit	$ 872,988

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SCHEDULE OF BONUS AND MILESTONES (Details) - 12 months ended Dec. 31, 2021	USD ($)	CAD ($)	CAD ($)
Bonus One [Member]
Related Party Transaction [Line Items]
Bonus			$ 100,000
Bonus One [Member] | Mycotopia [Member]
Related Party Transaction [Line Items]
Bonus	$ 100,000
Milestones One [Member]
Related Party Transaction [Line Items]
Milestones		$ 1,000,000
Milestones One [Member] | Mycotopia [Member]
Related Party Transaction [Line Items]
Milestones	1,000,000
Bonus Two [Member]
Related Party Transaction [Line Items]
Bonus			100,000
Bonus Two [Member] | Mycotopia [Member]
Related Party Transaction [Line Items]
Bonus	100,000
Milestones Two [Member]
Related Party Transaction [Line Items]
Milestones		1,000,000
Milestones Two [Member] | Mycotopia [Member]
Related Party Transaction [Line Items]
Milestones	1,000,000
Bonus Three [Member]
Related Party Transaction [Line Items]
Bonus			100,000
Bonus Three [Member] | Mycotopia [Member]
Related Party Transaction [Line Items]
Bonus	100,000
Milestones Three [Member]
Related Party Transaction [Line Items]
Milestones		1,000,000
Milestones Three [Member] | Mycotopia [Member]
Related Party Transaction [Line Items]
Milestones	1,000,000
Bonus Four [Member]
Related Party Transaction [Line Items]
Bonus			100,000
Bonus Four [Member] | Mycotopia [Member]
Related Party Transaction [Line Items]
Bonus	100,000
Milestones Four [Member]
Related Party Transaction [Line Items]
Milestones		1,000,000
Milestones Four [Member] | Mycotopia [Member]
Related Party Transaction [Line Items]
Milestones	1,000,000
Bonus Five [Member]
Related Party Transaction [Line Items]
Bonus			$ 100,000
Bonus Five [Member] | Mycotopia [Member]
Related Party Transaction [Line Items]
Bonus	100,000
Milestones Five [Member]
Related Party Transaction [Line Items]
Milestones		$ 1,000,000
Milestones Five [Member] | Mycotopia [Member]
Related Party Transaction [Line Items]
Milestones	$ 1,000,000

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SCHEDULE OF BONUS AND MARKET CAPITALIZATION MILESTONES (Details)	12 Months Ended
	Dec. 31, 2021 USD ($) shares
Bonus One [Member]
Related Party Transaction [Line Items]
Bonus | shares	5,000,000
Bonus One [Member] | Mycotopia [Member]
Related Party Transaction [Line Items]
Bonus | shares	250,000
Market Capitalization Milestones One [Member]
Related Party Transaction [Line Items]
Market Capitalization Milestone | $	$ 20,000,000
Market Capitalization Milestones One [Member] | Mycotopia [Member]
Related Party Transaction [Line Items]
Market Capitalization Milestone | $	$ 30,000,000
Bonus Two [Member]
Related Party Transaction [Line Items]
Bonus | shares	5,000,000
Bonus Two [Member] | Mycotopia [Member]
Related Party Transaction [Line Items]
Bonus | shares	250,000
Market Capitalization Milestones Two [Member]
Related Party Transaction [Line Items]
Market Capitalization Milestone | $	$ 40,000,000
Market Capitalization Milestones Two [Member] | Mycotopia [Member]
Related Party Transaction [Line Items]
Market Capitalization Milestone | $	$ 40,000,000
Bonus Three [Member]
Related Party Transaction [Line Items]
Bonus | shares	5,000,000
Bonus Three [Member] | Mycotopia [Member]
Related Party Transaction [Line Items]
Bonus | shares	250,000
Market Capitalization Milestones Three [Member]
Related Party Transaction [Line Items]
Market Capitalization Milestone | $	$ 60,000,000
Market Capitalization Milestones Three [Member] | Mycotopia [Member]
Related Party Transaction [Line Items]
Market Capitalization Milestone | $	$ 60,000,000
Bonus Four [Member]
Related Party Transaction [Line Items]
Bonus | shares	5,000,000
Bonus Four [Member] | Mycotopia [Member]
Related Party Transaction [Line Items]
Bonus | shares	250,000
Market Capitalization Milestones Four [Member]
Related Party Transaction [Line Items]
Market Capitalization Milestone | $	$ 80,000,000
Market Capitalization Milestones Four [Member] | Mycotopia [Member]
Related Party Transaction [Line Items]
Market Capitalization Milestone | $	$ 80,000,000
Bonus Five [Member]
Related Party Transaction [Line Items]
Bonus | shares	5,000,000
Bonus Five [Member] | Mycotopia [Member]
Related Party Transaction [Line Items]
Bonus | shares	250,000
Market Capitalization Milestones Five [Member]
Related Party Transaction [Line Items]
Market Capitalization Milestone | $	$ 100,000,000
Market Capitalization Milestones Five [Member] | Mycotopia [Member]
Related Party Transaction [Line Items]
Market Capitalization Milestone | $	$ 100,000,000

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)					12 Months Ended
	Jan. 02, 2021	Aug. 04, 2020	Jan. 02, 2020	Jun. 24, 2019	Dec. 31, 2021	Dec. 31, 2020	Apr. 16, 2020
Related Party Transaction [Line Items]
Conversion of common stock					110,000
Shares issued upon exercise of warrants					29,320,478	28,693,368
Annual service					$ 9,088,841	$ 3,921,536
Payments cashflows					250,000
Stock based compensation expensee					4,966,508	928,795
Minimum payments					1,500
Accrued expense					$ 16,500	4,500
Issuance of common stock					2,033,016
Common stock fair value					$ 130,113
Service [Member]
Related Party Transaction [Line Items]
Annual service			$ 120,000
Executive Consulting Agreement [Member]
Related Party Transaction [Line Items]
Interest expenses					210,900	320,000
Interest expenses on debt					3,157,789	1,874,963
Repayments to related party debt					1,691,226	2,194,963
Payments to CEO					517,500
Annual service					$ 1,282,826	$ 1,874,963
Mycotopia Consulting Agreement [Member]
Related Party Transaction [Line Items]
Vested					812,118
Warrant exercise price					$ 0.01
Warrant expiration date					Nov. 16, 2023
Annual service					$ 2,317,861
Accrued expense					288,000
Stock based compensation expensee					2,029,861
Warrants valued					2,029,861
Directors [Member]
Related Party Transaction [Line Items]
Number of shares issued for services, shares		775,194
Benjamin Kaplan [Member]
Related Party Transaction [Line Items]
Warrant exercise price						$ 0.01
Shares issued upon exercise of warrants						3,358,498
Warrants issued during period, value						$ 720,695
Annual service						720,695
Benjamin Kaplan [Member] | Executive Consulting Agreement [Member]
Related Party Transaction [Line Items]
Warrant exercise price							$ 0.01
Term of notes	36 months			24 months
Warrant expiration date							Apr. 16, 2022
Benjamin Kaplan [Member] | Executive Consulting Agreement [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Payment for contingent consideration						500,000
Payment of consideration for rendered services						1,000,000
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Salary and Wage, Excluding Cost of Good and Service Sold					24,000
Annual service					288,000
Chief Techonology Officer [Member]
Related Party Transaction [Line Items]
Accrued expenses					138,360	129,180
Related Party [Member]
Related Party Transaction [Line Items]
Number of shares issued for services, shares		775,194
Mycotopia [Member] | Benjamin Kaplan [Member] | Executive Consulting Agreement [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Payment for contingent consideration					500,000
Payment of consideration for rendered services					$ 1,000,000
Convertible Promissory Note Three [Member]
Related Party Transaction [Line Items]
Debt instrument, principal amount						11,000
Debt original issue discount						$ 1,000
Vested						110,000
Warrant exercise price						$ 0.01

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SCHEDULE OF NOTES PAYABLE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Convertible promissory notes, beginning balance	$ 655,071
Convertible promissory notes, beginning balance	1,768,700	2,544,487
Convertible promissory notes, beginning balance	(1,424,900)	(378,182)
Convertible promissory notes, beginning balance	(2,054,904)	(2,407,582)
Convertible promissory notes, beginning balance		804,356
Convertible promissory notes, beginning balance		91,992
Amortization of debt discount	2,364,334	896,348
Convertible promissory notes, beginning balance	$ 1,309,111	$ 655,071

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SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical)	Dec. 31, 2021 USD ($)
Debt Disclosure [Abstract]
Accrued interest	$ 44,104

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PROMISSORY NOTE AND CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 20, 2021
Short-Term Debt [Line Items]
Excess Stock, Shares Issued	148,428,343
Contract with Customer, Refund Liability			$ 302,637
Notes Payable, Current		$ 349,079
Stock Issued		40,000
Accounts payable and accrued expense	1,783,015	$ 1,299,866
Payments for Legal Settlements	480
Promissory Note [Member]
Short-Term Debt [Line Items]
Notes Payable	350,739
Stock Issued	50,569
Accounts payable and accrued expense	$ 50,569
Mycotopia Common Stocks [Member]
Short-Term Debt [Line Items]
Excess Stock, Shares Issued	1,007,500
Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Debt Instrument, Term		18 months
Debt Instrument, Description	The Notes were issued with an original issue discount (an “OID”) of 10%, and mature beginning April 2022 thru December 2023.
Debt Conversion, Converted Instrument, Shares Issued	141,635,524	37,818,154

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COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)			12 Months Ended
	Nov. 16, 2021	Jan. 02, 2020	Dec. 31, 2021	Dec. 31, 2020
Collaboration Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Annual royalty			$ 10,000	$ 5,000
debt common shares, value		$ 6,500
Debt paid in cash		2,500
Accrued expense			75,966	79,159
Debt description	(i) 10% of gross profits up to $1,000,000, (ii) 7.5% of gross profits from $1,000,001 to $5,000,000, and (iii) 5% for gross profits exceeding $5,000,001.
Collaboration Agreement [Member] | Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
debt common shares, value		$ 4,000
Debt percentage		20.00%
Medical Advisory Board Agreements [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt paid in cash				45,000
Accrued expense			$ 233,110	105,438
Medical Advisory Board Agreements [Member] | Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
debt common shares, value				$ 155,000

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SCHEDULE OF OUTSTANDING STOCK WARRANTS ACTIVITIES (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Equity [Abstract]
Underlying Shares, Warrants outstanding Beginning balance	28,693,368
Underlying Shares, Granted	7,337,000	28,803,368
Weighted Average Exercise Price, Granted	$ 0.01	$ 0.01
Weighted average remaining contractual Life (Years), granted	1 year 6 months	1 year 4 months 28 days
Underlying Shares, Exercised	(6,709,890)	(110,000)
Weighted Average Exercise Price, Exercised	$ (0.01)	$ 0.01
Underlying Shares, Forfeited
Weighted Average Exercise Price, Warrants outstanding Beginning balance	$ 0.01
Weighted average remaining contractual Life (Years), beginning	1 year 1 month 13 days
Weighted Average Exercise Price, Exercised	$ 0.01	$ (0.01)
Underlying Shares, Warrants outstanding Ending balance	29,320,478	28,693,368
Weighted Average Exercise Price, Warrants outstanding Ending balance	$ 0.01	$ 0.01
Weighted average remaining contractual Life (Years), ending	5 months 8 days

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SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS OF WARRANTS (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Expected term, in years	1 year 6 months	2 years 9 months 29 days
Expected volatility	100.00%	162.24%
Risk-free interest rate		0.44%
Dividend yield
Minimum [Member]
Risk-free interest rate	0.09%
Maximum [Member]
Risk-free interest rate	0.13%

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STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($)					12 Months Ended
	Jan. 21, 2021	Jan. 19, 2021	Dec. 31, 2020	Sep. 15, 2020	Dec. 31, 2021	Dec. 31, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued						$ 26,250
Conversion of common stock shares					148,428,343	216,630,546
Conversion of common stock, value					$ 1,469,004	$ 378,182
Number of warrants exercised			100,909			100,909
Investment received					$ 1,502,000
Investment received shares					22,682,142
Shares issued upon exercise of warrants			28,693,368		29,320,478	28,693,368
General and administrative					$ 9,088,841	$ 3,921,536
Dividend rate
Risk-free interest rate						0.44%
Expected volatility					100.00%	162.24%
Stock based compensation expensee					$ 4,966,508	$ 928,795
Outstanding, intrinsic value, warrants					$ 18,844
Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Risk-free interest rate					0.09%
Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Risk-free interest rate					0.13%
Benjamin Kaplan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued upon exercise of warrants			3,358,498			3,358,498
Warrants issued during period, value						$ 720,695
General and administrative						$ 720,695
Warrants exercise price			$ 0.01			$ 0.01
Benjamin Kaplan [Member] | Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock price			0.37			$ 0.37
Risk-free interest rate						0.13%
Expected volatility						648.00%
Benjamin Kaplan [Member] | Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock price			$ 0.12			$ 0.12
Dividend rate						0.00%
Risk-free interest rate						0.20%
Expected volatility						570.00%
Advisory [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock based compensation expensee					$ 30,000
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued, shares					5,681,985
Stock issued					$ 6,709,890
Number of warrants exercised			110,000			110,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued, shares						1,050,000
Stock issued						$ 26,250
Conversion of common stock shares					141,635,524	37,818,154
Conversion of common stock, value					$ 1,469,004	$ 378,182
Common Stock [Member] | Consultant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock based compensation expense						$ 161,225
Number of stock issued for services						1,183,357
Convertible Promissory Note [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of common stock shares						37,818,154
Conversion of common stock, value						$ 378,182
Convertible Promissory Note And Accrued Interest [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued, shares					141,635,524
Stock issued					$ 1,469,004
Ehave [Member] | Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock based compensation expense					$ 654,647
Number of stock issued for services					7,354,312
Mycotopia [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Vested					812,118
Stock issued for services					$ 2,252,000
Strategic Alliance Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued, shares				1,050,000
Strategic Alliance Agreement [Member] | Psychedelitech Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Equity percentage				10.00%
Strategic Alliance Agreement [Member] | Psychedelitech Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued, shares				1,050,000
Stock issued				$ 26,250
Cost of the investment			$ 26,250		26,250	$ 26,250
Asset Sale And Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued, shares	100,000		353,622
Stock issued	$ 40,000
Asset Sale And Purchase Agreement [Member] | Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued, shares	353,622
Stock issued	$ 60,000
Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable					100,000
Stock Purchase Agreement [Member] | Former And Current Directors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Purchase of shares, value		$ 350,000
Purchase of shares		9,793,754
Stock Purchase Agreement [Member] | Common Stock [Member] | Former And Current Directors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Purchase of shares, value		$ 350,000
Non controlling interest		$ 3,454
Stock Purchase Agreement [Member] | Former And Current Directors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Equity percentage		75.77%
Finder's Fee Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued, shares						1,250,000
Stock issued						$ 46,875
Compensation for services description						Total compensation for the consultant’s efforts and services shall be a cash fee of 10% of the total principal amount of gross proceeds from any financing and 10% of the total shares of common stock purchased or convertible equivalent.
Stock based compensation expense						$ 63,500
Mycotopia Consulting Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
General and administrative					$ 2,317,861
Warrants exercise price					$ 0.01
Vested					812,118
Stock based compensation expensee					$ 2,029,861

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SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Deferred tax asset, beginning	$ 1,074,000	$ 741,000
Increase in valuation reserve	2,452,000	333,000
Deferred tax asset, ending	3,526,000	1,074,000
Valuation allowance	(3,526,000)	(1,074,000)
Net deferred tax assets

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SCHEDULE OF EFFECTIVE TAX RATE (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Canadian statutory tax rate	15.00%	15.00%
Provincial income taxes, net of federal benefit	12.05%	1.17%
Foreign rate differential	0.09%	0.00%
Amortization of debt discount	(3.09%)	(8.20%)
Derivatives	0.00%	10.75%
Stock based compensation	(6.32%)	0.00%
Change in valuation allowance	(21.33%)	(20.25%)
Foreign Exchange Rate Change	3.16%	1.53%
Other	0.44%	0.00%
Totals	0.00%	0.00%

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INCOME TAXES (Details Narrative) - CAD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Operating Loss Carryforwards	$ 15,824,709	$ 11,448,330
Net operating loss description	carried forward over 20 years.

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SUBSEQUENT EVENTS (Details Narrative) - USD ($)		5 Months Ended	12 Months Ended
	Jan. 08, 2022	May 27, 2022	Dec. 31, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Stock issued during period value new issues				$ 26,250
Common stock issued upon conversion of convertible promissory notes and accrued interest, shares			148,428,343	216,630,546
Stock issued during period value conversion of convertible securities			$ 1,469,004	$ 378,182
Subsequent Event [Member]
Subsequent Event [Line Items]
Common stock issued upon conversion of convertible promissory notes and accrued interest, shares		15,800,000
Stock issued during period value conversion of convertible securities		$ 158,000
Stock issued during period for services, shares		5,055,381
Stock issued during period for services, value		$ 75,000
Subsequent Event [Member] | Wesana Health Holdings Inc [Member]
Subsequent Event [Line Items]
Stock issued during period shares new issues		212,488
Subsequent Event [Member] | Purchase Agreement [Member]
Subsequent Event [Line Items]
Stock issued during period value new issues	$ 175,000
Payment to acquire productive assets	$ 75,000
Stock issued during period shares new issues	19,977,169
Subsequent Event [Member] | RejuvIv Inc [Member] | Purchase Agreement [Member]
Subsequent Event [Line Items]
Issued and outstanding shares, percentage	100.00%
Purchase price	$ 250,000
Cash	$ 75,000
Business acquisition percentage	100.00%