EHVVF 20-F/A
Ehave, Inc. (EHVVF)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM20-F/A
(Amendment1)
| [ ] | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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OR
| [X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the fiscal year ended December 31, 2020 |
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<br> of event requiring this shell company report |
Commissionfile number: 333-207107
EHAVE,INC
(Exact name of Registrant as specified in its charter)
Canada
(Jurisdiction of incorporation or organization)
18851NE 29^th^ Ave., Suite 700
Aventura,FL 33180
(Address of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act.
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered | ||
|---|---|---|---|---|
| None | None | None |
Securities registered pursuant to Section 12(g) of the Act.
| Common<br> Shares, no par value |
|---|
| (Title<br> of Class) |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
| None |
|---|
| (Title<br> 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: 67,169,962 common shares as at December 31, 2020
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large<br> accelerated filer [ ] | Accelerated<br> filer [ ] | Non-accelerated<br> filer [X] | ||
|---|---|---|---|---|
| Emerging<br> growth company [X] |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. [X]
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. [ ]
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| US<br> GAAP | International<br> Financial Reporting Standards as issued by the<br><br> <br>International<br> Accounting Standards Board | Other |
|---|---|---|
| [X] | [ ] | [ ] |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 [ ] Item 18 [ ]
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
EXPLANATORY NOTE
The purpose of this Amendment No. 1 (this “Amendment”) to our Annual Report on Form 20-F for the period ended December 31, 2020 (the “Form 20-F”), as filed with the Securities and Exchange Commission (the “SEC”) on May 28, 2021, is solely to furnish Exhibit 101 to the Form 20-F in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 20-F formatted in XBRL (eXtensible Business Reporting Language).
ITEM19. EXHIBITS.
The following exhibits are filed as part of this annual report:
*Filed herewith
| (1) | Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015. |
|---|---|
| (2) | Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015. |
| (3) | Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015. |
| (4) | Incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015. |
| (5) | Incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015. |
| (5A) | Incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 6-k filed with the SEC on May 24, 2019 |
| (6) | Incorporated by reference to Exhibit 3.5 to the Form 6-K filed with the SEC on January 12, 2017. |
| (12) | Incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015. |
| (19) | Incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form F-1/A filed with the SEC on March 11, 2016. |
| (26) | Incorporated by reference to Exhibit 99.1 to the Form 6-K filed with the SEC on November 23, 2016. |
| (27) | Incorporated by reference to Exhibit 99.2 to the Form 6-K filed with the SEC on November 23, 2016. |
| (28) | Incorporated by reference to Exhibit 4.22 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018. |
| (29) | Incorporated by reference to Exhibit 4.23 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018. |
| (40) | Incorporated by reference to Exhibit 4.34 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018. |
| (41) | Incorporated by reference to Exhibit 4.35 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018. |
| (42) | Incorporated by reference to Exhibit 4.36 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018. |
| (43) | Incorporated by reference to Exhibit 4.37 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018. |
| (44) | Incorporated by reference to Exhibit 4.38 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (45) | Incorporated by reference to Exhibit 4.39 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (46) | Incorporated by reference to Exhibit 4.40 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (47) | Incorporated by reference to Exhibit 4.41 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (48) | Incorporated by reference to Exhibit 4.42 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (49) | Incorporated by reference to Exhibit 4.43 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (50) | Incorporated by reference to Exhibit 4.44 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (51) | Incorporated by reference to Exhibit 4.45 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (52) | Incorporated by reference to Exhibit 4.46 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (53) | Incorporated by reference to Exhibit 4.47 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (54) | Incorporated by reference to Exhibit 4.48 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (55) | Incorporated by reference to Exhibit 4.49 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (56) | Incorporated by reference to Exhibit 4.50 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (57) | Incorporated by reference to Exhibit 4.51 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (58) | Incorporated by reference to Exhibit 4.52 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (59) | Incorporated by reference to Exhibit 4.53 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (60) | Incorporated by reference to Exhibit 4.54 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (61) | Incorporated by reference to Exhibit 4.55 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (62) | Incorporated by reference to Exhibit 4.56 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (63) | Incorporated by reference to Exhibit 4.57 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (64) | Incorporated by reference to Exhibit 4.58 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (65) | Incorporated by reference to Exhibit 4.59 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (66) | Incorporated by reference to Exhibit 4.60 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (67) | Incorporated by reference to Exhibit 4.61 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (68) | Incorporated by reference to Exhibit 4.62 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (69) | Incorporated by reference to Exhibit 4.63 to the Company’s Annual Report on Form 20-F filed with the SEC on June 14, 2019. |
| (70) | Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 6-K filed with the SEC on July 22, 2019 |
| (71) | Incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 6-K filed with the SEC on August 20, 2020. |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
Date: May 28, 2021
EHAVE,INC.
| /s/ Ben Kaplan | |
|---|---|
| Ben<br> Kaplan | |
| Chief<br> Executive Officer | |
| /s/ Jay Cardwell | |
| Jay<br> Cardwell | |
| Chief<br> Financial Officer |
Exhibit12.1
CERTIFICATIONOF THE CHIEF EXECUTIVE OFFICER UNDER SECTION 302 OF THE SARBANES-OXLEY ACT
I, Benjamin Kaplan, certify that:
| 1. | I<br> have reviewed this annual report on Form 20-F/A of Ehave, Inc.; | |
|---|---|---|
| 2. | Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect<br> to the period covered by this report; | |
| 3. | Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all<br> material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods<br> presented in this report; | |
| 4. | The<br> company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and<br> procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined<br> in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: | |
| a. | Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us<br> by others within those entities, particularly during the period in which this report is being prepared; | |
| --- | --- | --- |
| b. | Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under<br> our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial<br> statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated<br> the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such<br> evaluation; and | |
| d. | Disclosed<br> in this report any change in the company’s internal control over financial reporting that occurred during the period<br> covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s<br> internal control over financial reporting; and | |
| 5. | The<br> company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control<br> over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors<br> (or persons performing the equivalent functions): | |
| --- | --- | --- |
| a. | All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which<br> are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information;<br> and | |
| --- | --- | --- |
| b. | Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the company’s<br> internal control over financial reporting. | |
| Date:<br> May 28, 2021 | ||
| --- | --- | |
| /s/ Benjamin Kaplan | ||
| Benjamin Kaplan | ||
| Chief Executive Officer and Chairman |
Exhibit12.2
CERTIFICATIONOF THE CHIEF FINANCIAL OFFICER UNDER SECTION 302 OF THE SARBANES-OXLEY ACT
I, Jay Cardwell, certify that:
| 1. | I<br> have reviewed this annual report on Form 20-F/A of Ehave, Inc.; | |
|---|---|---|
| 2. | Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect<br> to the period covered by this report; | |
| 3. | Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all<br> material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods<br> presented in this report; | |
| 4. | The<br> company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and<br> procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined<br> in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: | |
| a. | Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us<br> by others within those entities, particularly during the period in which this report is being prepared; | |
| --- | --- | --- |
| b. | Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under<br> our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial<br> statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated<br> the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such<br> evaluation; and | |
| d. | Disclosed<br> in this report any change in the company’s internal control over financial reporting that occurred during the period<br> covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s<br> internal control over financial reporting; and | |
| 5. | The<br> company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control<br> over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors<br> (or persons performing the equivalent functions): | |
| --- | --- | --- |
| a. | All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which<br> are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information;<br> and | |
| --- | --- | --- |
| b. | Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the company’s<br> internal control over financial reporting. |
Date: May 28, 2021
| /s/ Jay Cardwell | |
|---|---|
| Jay Cardwell | |
| Chief<br> Financial Officer |
Exhibit13.1
CERTIFICATIONOF CHIEF EXECUTIVE OFFICER UNDER SECTION 906 OF THE SARBANES-OXLEY ACT
Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Ehave, Inc. (the “Company”) hereby certifies, to such officer’s knowledge that:
| 1. | The<br> accompanying Annual Report on Form 20-F/A of the Company for the year ended December 31, 2020 (the “Report”) fully<br> complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as<br> amended; and | |
|---|---|---|
| 2. | The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company. |
Date: May 28, 2021
| /s/ Benjamin Kaplan | |
|---|---|
| Benjamin<br> Kaplan | |
| Chief Executive Officer and Chairman |
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and is not being filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference to any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Exhibit13.2
CERTIFICATIONOF CHIEF FINANCIAL OFFICER UNDER SECTION 906 OF THE SARBANES-OXLEY ACT
Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Ehave, Inc. (the “Company”) hereby certifies, to such officer’s knowledge that:
| 1. | The<br> accompanying Annual Report on Form 20-F/A of the Company for the year ended December 31, 2020 (the “Report”) fully<br> complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as<br> amended; and | |
|---|---|---|
| 2. | The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company. |
Date: May 28, 2021
| /s/ Jay Cardwell | |
|---|---|
| Jay Cardwell | |
| Chief<br> Financial Officer |
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and is not being filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference to any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.