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January 13, 2021
Ben Kaplan
Chief Executive Officer
Ehave, Inc.
18851 NE 29th Ave., Suite 700
Aventura, FL 33180
Re:Ehave, Inc.
Amendment No. 2 to Offering Statement on Form 1-A
Filed December 31, 2020
File No. 024-11336
Dear Mr. Kaplan:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our [month, day, year] letter.
Amendment No. 2 to Offering Statement on Form 1-A
The Offering, page 8
1.Please revise the amount of net proceeds disclosed in the line discussing the use of
proceeds.  In this regard, you indicate that the net proceeds will be $150,000, but it
appears from your table on page 26 that net proceeds will be $4,850,000 if you sell all of
the shares being offered.
Risk Factors, page 9
2.We note your response to prior comment 4 and we reissue it in part. We note that Section
6 of the Subscription Agreement includes an exclusive forum provision for certain claims
against you.  Please add risk factor disclosure regarding the provision and address, without

 FirstName LastNameBen Kaplan
 Comapany NameEhave, Inc.
 January 13, 2021 Page 2
 FirstName LastNameBen Kaplan
Ehave, Inc.
January 13, 2021
Page 2
limitation, how this provision may impact shareholder rights.  Clarify whether the
provision applies to claims under the federal securities laws.
Use of Proceeds, page 26
3.We note your response to prior comment 3.  Please clarify to describe the conditions
under which proceeds from the offering will be used to pay your CEO for accrued salary.
Plan of Distribution, page 28
4.We note your response to prior comment 2 and we reissue it in part.  Please explain what
"other consideration" is intended to cover and the process for the offer and acceptance of
non-cash consideration.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
31
5.We note the revisions made in response to prior comment 5.  As previously requested,
please revise the amounts included in the narrative discussion of results of operations and
liquidity and capital resources to agree to the financial statements included in the filing.
 In your discussion on page 31, correct the amounts disclosed as accumulated deficit and
total cash and cash equivalents as of September 30, 2020 and the total operating expenses
and net loss for the year ended December 31, 2019.  Also revise the statements that you
had positive operating cash flows and no working capital deficit at September 30, 2020.
In your discussion of liquidity and capital resources on page 33, correct the amounts of
accumulated deficit and working capital deficit as of December 31, 2019 and net loss for
the year ended December 31, 2019 that do not reconcile to your financial statements.  On
page 37, correct the amount of net cash used in operating activities for the year ended
December 31, 2019. In addition, please correct amounts disclosed in Risk Factors, such as
the amounts disclosed as net loss for the fiscal year ended December 31, 2019 and
accumulated deficit at December 31, 2019 on page 9 and accumulated deficit and
stockholders’ deficit at December 31, 2019 on page 10.
            You may contact Melissa Walsh, Staff Accountant, at (202) 551-3224 or Stephen
Krikorian, Accouting Branch Chief, at (202) 551-3488  if you have questions regarding
comments on the financial statements and related matters.  Please contact Michael Foland, Staff
Attorney, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology

 FirstName LastNameBen Kaplan
 Comapany NameEhave, Inc.
 January 13, 2021 Page 3
 FirstName LastName
Ben Kaplan
Ehave, Inc.
January 13, 2021
Page 3
cc:       Jonathan Leinwand, Esq.