SecProbe.io

CORRESP
 1
 filename1.htm

 March
20, 2026

 US
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 Washington,
D.C. 20549

 Re: Ehave Inc.

 Offering
 Statement on Form 1-A Filed September 8, 2025

 File
 No. 024-12660

 Ladies
and Gentlemen:

 Pursuant
to Rule 252(e) promulgated under the Securities Act of 1933, as amended (the "Act"), Ehave Inc. (the "Company")
hereby requests that the Securities and Exchange Commission (the "Commission") issue a qualification order for the above
referenced Offering Statement on Form 1A, so that it may be qualified by 4:00 pm., Eastern Time on Monday, March 23, 2026, or as soon
thereafter as is practicable.

 We
understand that the Commission will not be reviewing the filing.

 The
Company is aware of its responsibilities under the Act, as they relate to this offering of securities. As requested, the Company further
acknowledges that:

 ● Should
 the Commission or the staff, acting pursuant to delegated authority, qualify the filing,
 it does not foreclose the Commission from taking any action with respect to the filing;

 ● The
 action of the Commission or the staff, acting pursuant to delegated authority, in qualifying
 the filing, does not relieve the Company from its responsibility for the adequacy and accuracy
 of the disclosures in the filing; and

 ● The
 Company may not assert staff comments and/or qualification as a defense in any proceeding
 initiated by the Commission or any person under the federal securities laws of the United
 States.

 The
Company acknowledges that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

 If
you have any questions, please contact our counsel, Jonathan Leinwand at (954) 903-7856.

 Thank
you in advance for your assistance.

 Very Truly Yours,

 EHAVE INC.

 By: /s/
 Ben Kaplan

 Ben
 Kaplan, CEO

 100 SE 2nd St. • Suite 2000 • Miami, FL 33131

 www.ehave.com

CORRESP
 1
 filename1.htm

 US
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 Washington,
D.C. 20549

 Re: Ehave
 Inc.

 Offering
 Statement on Form 1-A Filed September 8, 2025

 File
 No. 024-12660

 Ladies
and Gentlemen:

 Pursuant
to Rule 252(e) promulgated under the Securities Act of 1933, as amended (the "Act"), Ehave Inc. (the "Company")
hereby requests that the Securities and Exchange Commission (the "Commission") issue a qualification order for the above
referenced Offering Statement on Form 1A, so that it may be qualified by 9:30 am., Eastern Time on Monday, January 5, 2026, or as soon
thereafter as is practicable.

 We
understand that the Commission will not be reviewing the filing.

 The
Company is aware of its responsibilities under the Act, as they relate to this offering of securities. As requested, the Company further
acknowledges that:

 ● Should
 the Commission or the staff, acting pursuant to delegated authority, qualify the filing,
 it does not foreclose the Commission from taking any action with respect to the filing;

 ● The
 action of the Commission or the staff, acting pursuant to delegated authority, in qualifying
 the filing, does not relieve the Company from its responsibility for the adequacy and accuracy
 of the disclosures in the filing; and

 ● The
 Company may not assert staff comments and/or qualification as a defense in any proceeding
 initiated by the Commission or any person under the federal securities laws of the United
 States.

 The
Company acknowledges that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

 If
you have any questions, please contact our counsel, Jonathan Leinwand at (954) 903-7856.

 Thank
you in advance for your assistance.

 Very
Truly Yours,

 EHAVE
INC.

 By:
 /s/
 Ben Kaplan

 Ben
 Kaplan, CEO

 100
SE 2nd St. • Suite 2000 • Miami,
FL 33131

 www.ehave.com

September 11, 2025
Ben Kaplan
Chief Executive Officer
Ehave, Inc.
100 SE 2nd St., Suite 2000
Miami, FL 33131
Re:Ehave, Inc.
Offering Statement on Form 1-A
Filed September 8, 2025
File No. 024-12660
Dear Ben Kaplan:
            This is to advise you that we do not intend to review your offering statement.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff. We also remind you that, following qualification of your Form 1-A,
Rule 257 of Regulation A requires you to file periodic and current reports, including a Form
1-K which will be due within 120 calendar days after the end of the fiscal year covered by the
report.
            Please contact Aliya Ishmukhamedova at 202-551-7519 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jonathan Leinwand

CORRESP
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January
27, 2021

United
States Securities & Exchange Commission

Jan
Woo, Legal Branch Chief

100
F Street NE

Washington,
DC 20549

    Re:

    Ehave,
    Inc.

    Offering
    Statement on Form 1-A, as amended

    File
    No. 024-11336

    Filed
    October 6, 2020

Dear
Mr. Woo:

Pursuant
to Rule 252(e) promulgated under the Securities Act of 1933, as amended (the “Act”), Ehave, Inc. (the “Company”)
hereby requests that the Securities and Exchange Commission (the “Commission”) issue a qualification order for the
above referenced Offering Statement on Form 1A, so that it may be qualified by 9:00 am., Eastern Time on Thursday, January 28,
2021, or as soon thereafter as is practicable.

We
understand that the Commission has completed its review and has no further comments.

The
Company is aware of its responsibilities under the Act, as they relate to this offering of securities. As requested, the Company
further acknowledges that:

    ●
    Should
    the Commission or the staff, acting pursuant to delegated authority, qualify the filing, it does not foreclose the Commission
    from taking any action with respect to the filing;

    ●
    The
    action of the Commission or the staff, acting pursuant to delegated authority, in qualifying the filing, does not relieve
    the Company from its responsibility for the adequacy and accuracy of the disclosures in the filing; and

    ●
    The
    Company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any
    person under the federal securities laws of the United States.

The
Company acknowledges that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

If
you have any questions, please contact our counsel, Jonathan Leinwand (954) 903-7856.

Thank
you in advance for your assistance.

    Very Truly Yours,

    EHAVE INC.

    By:
    /s/
    Ben Kaplan

    Ben Kaplan, CEO

CORRESP
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filename1.htm

January
14, 2021

Ben
Kaplan

Chief
Executive Officer

Ehave,
Inc.

18851
NE 29th Ave., Suite 700

Aventura,
FL 33180

United
States Securities

and
Exchange Commission

Division
of Corporation Finance

Office
of Technology

Attn:
Melissa Walsh and

Stephen
Krikorian

Washington,
D.C. 20549

    Re:
    Amendment
    No. 3 to

    Offering
Statement on Form 1-A

    File
No. 024-11336

    Filed
December 31, 2020

Dear
Ms. Walsh and Mr. Krikorian,

We
have reviewed your comment letter, dated January 13, 2021, and have made the requested adjustments. Below is a detailed response
to your letter and an amended Offering Circular has concurrently been filed.

1.
In response to the Staff´s comment, we have made this correction.

2.
In response to the Staff´s comment, we have added a risk factor to this effect.

3.
In response to the Staff´s comment, the CEO’s previously accrued but unpaid salary has been paid and is no longer
outstanding; accordingly, we have removed all references to this matter in the Offering Circular.

4.
In response to the Staff´s comment, we have removed the reference to “other consideration.”

5.
In response to the Staff´s comment, we have made these requested corrections.

Please
let us know if you require anything further to complete our filing. Thank you for your attention.

    Sincerely,

    Ben
    Kaplan

    Chief
    Executive Officer

    Ehave,
    Inc.

    Cc:
    Jonathan
    D. Leinwand, Esq.

United States securities and exchange commission logo
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.

CORRESP
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filename1.htm

December
31, 2020

Ben
Kaplan

Chief
Executive Officer

Ehave,
Inc.

18851
NE 29th Ave., Suite 700

Aventura,
FL 33180

United
States Securities

and
Exchange Commission

Division
of Corporation Finance

Office
of Technology

Attn:
Melissa Walsh and

Stephen
Krikorian

Washington,
D.C. 20549

    Re:

    Amendment
    No. 1 to

    Offering
    Statement on Form 1-A

    File
    No. 024-11336

    Filed
    November 17, 2020

Dear
Ms. Walsh and Mr. Krikorian,

We
have reviewed your comment letter, dated December 14, 2020, and have made the requested adjustments. Below is a detailed response
to your letter and an amended Offering Circular has concurrently been filed.

1.
In response to the Staff´s comment, the Company has adjusted the estimated price range lowering the upper end of the range
to $.20 so that even upon the maximum issuance of shares the offering would not exceed the Tier 2 limit of $50,000,000.

2.
In response to the Staff´s comment, the Company has added the following statement to the plan of distribution: non-cash
consideration received by the Company shall be valued according to the Note to Rule 251(a)(1) of Regulation A.

3.
In response to the Staff´s comment, the Company has noted that proceeds may be used to pay accrued salary of the Company’s
CEO.

4.
In response to the Staff´s comment, a risk factor has been added at the end of the Risk Factor section of the offering circular
regarding the exclusive forum provision and a jury trial waiver provision of the subscription agreement and the subscription agreement
itself has been updated to clarify that the waiver does not limit or change a subscriber’s rights under the federal securities
laws.

5.
In response to the Staff´s comment, the narrative discussion of the financial statements contained in the Offering Circular
and the financial statements have been reconciled.

6.
In response to the Staff´s comment, the biographies of the officers and directors have been updated.

7.
In response to the Staff´s comment, a voting section has been added to the description of securities section of this offering
circular . For the avoidance of doubt, non-voting common stock is not being issued in this offering and has not been issued by
the Company to date.

Please
let us know if you require anything further to complete our filing. Thank you for your attention.

    Sincerely,

    Ben
    Kaplan

    Chief
    Executive Officer

    Ehave,
    Inc.

Cc:
Jonathan D. Leinwand, Esq.

United States securities and exchange commission logo
December 14, 2020
Ben Kaplan
Chief Executive Officer
Ehave, Inc.
18851 NE 29th Ave., Suite 700
Aventura, FL 33180
Re:Ehave, Inc.
Amendment No. 1 to
Offering Statement on Form 1-A
File No. 024-11336
Filed November 17, 2020
Dear Mr. Kaplan:
            We have reviewed your amended registration 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Offering Statement on Form 1-A Filed November 17, 2020
Cover Page
1.You disclose that you may sell up to 250 million shares at a price range of between
$0.02 and $2.00 per share.  However, we note that if the offering were fully subscribed at
$2.00 per share, it would exceed the Tier 2 Regulation A threshold of $50 million.  Please
revise.

 FirstName LastNameBen Kaplan
 Comapany NameEhave, Inc.
 December 14, 2020 Page 2
 FirstName LastNameBen Kaplan
Ehave, Inc.
December 14, 2020
Page 2
2.We note that you may accept as stock consideration "promissory notes, services and/or
other consideration without notice to subscribers."  Explain under "Distribution" what
"other consideration" is intended to cover and the process for the offer and acceptance of
non-cash consideration.  Confirm through additional disclosure that you will value any
non-cash consideration according to the Note to Rule 251(a)(1) of Regulation A.
The Offering
Use of Proceeds, page 8
3.We note that your Chief Executive Officer's salary has been accrued but not paid.  Please
clarify whether any of the proceeds will be used to compensate or otherwise make
payments to your officers or directors.  Refer to Instruction 2 to Item 6 of Part II of the
Form 1-A.
Risk Factors, page 9
4.We note that Section 6 of the Subscription Agreement includes an exclusive forum
provision and a jury trial waiver provision for certain claims against you.  Please add risk
factor disclosure regarding the two provisions and address, without limitation, how these
provisions may impact shareholder rights.  Clarify whether the provisions apply to claims
under the federal securities laws.  Include disclosure to state that by agreeing to the
provision, investors will not be deemed to have waived the company’s compliance with
the federal securities laws and the rules and regulations thereunder.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
31
5.Please revise to ensure that the amounts included in narrative discussions of your results
of operation and financial position agree with the financial statements included in the
filing.  For example, you indicate that net loss for the nine months ended September 30,
2020, was $60,951, although it appears that you reported net income for the period.  We
also note, for example, that none of the amounts disclosed in your discussion of liquidity
and capital resources as of September 30, 2020 appear to reconcile to your interim balance
sheet.  Please ensure that all amounts disclosed throughout your filing, such as in your
discussion of results of operations and liquidity and capital resources for the year ended
December 31, 2019 and within your Risk Factors discussion, are consistent with your
financial statements.
Management
Biographies, page 48
6.Please revise the business descriptions of Messrs. Benjamin Kaplan, Zeke Kaplan, and
Binyomin Posen to clarify the dates served in the positions mentioned and ensure that the
business description includes positions held during the past five years.

 FirstName LastNameBen Kaplan
 Comapany NameEhave, Inc.
 December 14, 2020 Page 3
 FirstName LastName
Ben Kaplan
Ehave, Inc.
December 14, 2020
Page 3
Description of Securities, page 54
7.Please disclose the voting rights of the common stock being offered.  We note that your
amended Articles of Incorporation provide for both voting and non-voting common
shares.
            You may contact Melissa Walsh, Staff Accountant, at (202) 551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Michael C.
Foland, Attorney-Advisor, 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
cc:       Jonathan Leinwand, Esq.

United States securities and exchange commission logo
October 6, 2020
Ben Kaplan
Chief Executive Officer
Ehave, Inc.
18851 NE 29th Ave., Suite 700
Aventura, FL 33180
Re:Ehave, Inc.
Offering Statement on Form 1-A
File No. 024-11336
Filed October 6, 2020
Dear Mr. Kaplan:
            Our initial review of your offering statement indicates that it fails in numerous material
respects to comply with the requirements of Regulation A and Form 1-A. More specifically, your
financial statements do not meet the updating requirements of Part F/S of Form 1-A.
            We will provide more detailed comments relating to your offering statement following
our review of a substantive amendment that addresses these deficiencies.
            Please contact Jan Woo, Legal Branch Chief, at (202) 551-3453 or Stephen Krikorian,
Accounting Branch Chief, at (202) 551-3488 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jonathan Leinwand, Esq.

CORRESP
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ehave_corresp.htmehāve, Inc.

250 University Avenue, Suite 200

Toronto, ON M5H 3E5 Canada

March 29, 2016

BY EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

     Re:  ehāve, Inc.

  File Registration No. 333-207107

Gentlemen:

In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended (the "Act"), ehāve, Inc. (the "Company") hereby requests that the Registration Statement described above (the "Registration Statement") be accelerated so that it will become effective at 10:00 am on Monday, April 4, 2016, or as soon as practicable thereafter. In connection with such request, the undersigned hereby acknowledges the following:

1. Should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing.

2. The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in their filing.

3. The Company may not assert the declaration of effectiveness or the staff's comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions regarding this matter, please do not hesitate to call David Lubin, Esq., counsel for the Company, (516) 887-8200, email address david@dlubinassociates.com.

Thank you for your attention to this matter.

Very truly yours,

     ehāve, Inc.

 By:

 /s/ Scott L. Woodrow

  Scott L. Woodrow

  President and Chief Executive Officer

  (Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer)

 By:

 /s/ David Stefansky

  David Stefansky

 By:

 /s/ Jesse Kaplan

  Jesse Kaplan

  Director

cc: David Lubin, Esq.

Mail Stop 4561
February 17, 2016

Scott Woodrow
President and Chief Executive Officer
ehāve, Inc.
250 University Avenue, Suite 200
Toronto, ON M5H 3E5
Canada

Re: ehāve , Inc. (formerly 2304101 Ontario Inc.)
Amendment No. 4  to Registration Statement on Form F -1
Filed January 28, 2016
  File No. 333 -207107

Dear Mr. Woodrow:

We have reviewed your amended registration statement  and have the following comment.
In our comment , we may ask you to provide us with information so we may bett er understand
your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comment applies  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 registration statement and the information you
provide in r esponse to this comment , we may have additional comments.

Financial Statements, page F -2

1. We note that your audited financial statements are over 12 months at the time of your
filing.   Please note that the audited financial statements in initial public offerings must be
no more than 12 months old at the time of filing and upon the effectiveness  of the
registration statement.  We refer you to Item 8.A.4 of Form 20 -F and Item 4.a of Form
F-1.  Please revise accordingly.

Scott Woodrow
ehāve, Inc.
February 17, 2016
Page 2

 You may contact Juan Migone, Staff A ccountant, at (202) 551 -3312 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551 -3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Gabriel Eckstein, Staff
Attorney, at (202) 551 -3286 or, in his absence, the undersigned at (202) 551 -3457 with any other
questions.  If you require further assistance, you may contact Barbara C. Jacobs, Assistant
Director, at (202) 551 -3730.

Sincerely,

 /s/ Maryse Mills -Apenteng

 Maryse Mills -Apenteng
 Special Counsel
Office of Information
        Technologies and Services

cc: David Lubin, Esq.
 David Lubin & Associates, PLLC

CORRESP
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ontario_corresp.htmehāve, Inc.

250 University Avenue, Suite 200

Toronto, ON M5H 3E5 Canada

January 28, 2016

BY EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

     Re:  ehāve, Inc.

  File Registration No. 333-207107

Gentlemen:

We hereby withdraw our request for acceleration of the effective time and date of the Registration Statement described above.

Should you have any questions regarding the foregoing application for withdrawal, please contact David Lubin at 516-887-8200, of David Lubin & Associates, PLLC, our legal counsel in connection with the above referenced Registration Statement.

Thank you for your attention to this matter.

 Very truly yours,

 ehāve, Inc.

 By:

 /s/ Scott L. Woodrow

  Scott L. Woodrow

  President and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

cc: David Lubin, Esq.

CORRESP
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ontario_corresp.htm

ehāve, Inc.

250 University Avenue, Suite 200

Toronto, ON M5H 3E5 Canada

January 15, 2016

BY EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Re: ehāve, Inc.

File Registration No. 333-207107

Gentlemen:

In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended (the "Act"), ehāve, Inc. (the "Company") hereby requests that the Registration Statement described above (the "Registration Statement") be accelerated so that it will become effective at 4:00 pm on Wednesday, January 20, 2016, or as soon as practicable thereafter. In connection with such request, the undersigned hereby acknowledges the following:

1. Should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing.

2. The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in their filing.

3. The Company may not assert the declaration of effectiveness or the staff's comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions regarding this matter, please do not hesitate to call David Lubin, Esq., counsel for the Company, (516) 887-8200, facsimile (516) 887-8250, email address david@dlubinassociates.com.

1

Thank you for your attention to this matter.

 Very truly yours,

 ehāve, Inc.

 By:

 /s/ Scott L. Woodrow

  Scott L. Woodrow

  President and Chief Executive Officer

  (Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer)

 By:

 /s/ David Stefansky

  David Stefansky

 By:

 /s/ Jesse Kaplan

  Jesse Kaplan

  Director

cc: David Lubin, Esq.

2

Mail Stop 4561

December 11, 2015

Scott Woodrow
President and Chief Executive Officer
ehāve, Inc.
250 University Avenue, Suite 200
Toronto, ON M5H 3E5
Canada

Re: ehāve , Inc. (formerly 2304101 Ontario Inc.)
Amendment No. 1 to Registration Statement on Form F -1
Filed November 16, 2015
  File No. 333 -207107

Dear Mr. Woodrow:

We have reviewed your amended registration 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.  Unless otherwise noted, references in this letter to prior
comments refer to our letter dated October 21, 2015.

Please respond to this letter by ame nding your registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.

Fee Table

1. You revised the fee table to include common shares issuable upon the exercise of
warrants, which will be issued to each investor that purchases common stock.  You do
not appear to be registering these warrants.  Please tell us what exemption you rely upon
for the issuance of the warrants or revise your fee table to include the warrants.   To the
extent you include the  warrants  in the fee table , file a form of warrant agreement for the
warrants that are issued with the common stock to be sold by you.  In this regard, we note
that t he agreement included in exhibit 10.4 refers to securities that are not registered .

Scott Woodrow
ehāve, Inc.
December 11 , 2015
Page 2

 Overview, page 5

2. Regarding your response to prior comment 7, please tell us which part of the
supplemental data provides support for your statement that the cognitive assessment and
training market size is estimated at $2.4 billion in 2015.

Risk Factors, page 8

3. We note your response to prior comment 8; however, it is unclear without further
disclosure how David Lubin & Associates, PLLC intends to resolve conflicts that may
arise in situations where acting in your best interest conflicts with its obligations under
the escrow agreement, for example in the event of a dispute between you and a purchaser
over subscription proceeds held in escrow.  It appears that risk factor disclosure
addressing risks relating to the dual roles of David Lubin as couns el to the company and
as escrow agent for this offering may be warranted.  Please advise.

Development or assertions by us…, page 10

4. Regarding your response to prior comment 9 and consistent with the language in the last
sentence of the third paragraph on  page 36, please further clarify your risk factor to state
that all the developed intellectual property belongs to the Hospital.

Dilution, page 26

5. Refer to prior comment 12 and further revise your disclosure to indicate the total cash
consideration paid by directors, senior management, and affiliated persons and the
amount to be paid under the proposed offering.  To provide an appropriate comparison,
you should consider disclosing for both existing and new investors the total amount of
cash consideration paid, the number of shares received, and the average price per share.

Directors, Senior Management, and Employees

Background Information, page 46

6. We note the revisions to Mr. Woodrow’s business experience made in response to prior
comment 17.  Please cl arify his role at 2110345 Ontario and its relationship to NView.
Also clarify his position at NView Management.

Certain Relationships and Related Party Transactions, page 49

7. We note that you have not included the loan to Mr. Woodrow for $8,770.  Please revise
to include the disclosure requ ired by Item 7.B.2 of Form 20 -F and clarify whether the
loan remains outsta nding.

Scott Woodrow
ehāve, Inc.
December 11 , 2015
Page 3

 Item 8.  Exhibits and Financial Statement Schedules, page 53

8. We note you have included multiple Exhibits 101 that have not been filed wi th your
registration statement.  Please revise to remove these exhibit items from the Exhibit Index
or advise.

Exhibit 5.1

9. Your legality opinion requires significant revision.  Please file a legality opinion that
opines on whether each of the securities you intend to register will be legally issued, fully
paid, and non -assessable.  Refer to section II.B.1.c of Staff Legal Bulletin No. 19
(October 14, 2011).  If you are also registering warrants, you should note that counsel
must opine that the warrants ar e a binding obligation in accordance with II.B.1.f of Staff
Legal Bulletin No. 19.  In addition, for shares to be offered by selling shareholders, the
opinion must state that shares are legally issued, fully paid, and non -assessable.  Finally,
include any schedules referred to in your opinion.

Exhibit 10.19

10. The subscription agreement that you filed in response to prior comment 21 does not
include the warrants that are issued to investors of the common stock.  Please advise  or
file a subscription agreement that includes the warrants.

Exhibit 10.20

11. Please tell us how the escrow agreement complies with Exchange Act Rule 10b -9(a) to
promptly return the funds to purchasers when the minimum amount is not sold within 90
days.  I n this regard, we note that paragraph 5 of the agreement only  obliges you to
promptly notify the escrow agent that the offering is terminated and provide written
instructions.

Statements of operations and other comprehensive loss, page F -3

12. We note that you revised your filing to include net loss per share as required by ASC
260-10-45-2.  However, your current disclosures do not meet the requirements set forth
in ASC 260 -10-50-1.  Please revise.

Scott Woodrow
ehāve, Inc.
December 11 , 2015
Page 4

 You may contact Juan Migone, Staff Accountant, at (202) 551-3312 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551 -3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Gabriel Eckstein, Staff
Attorney, at (202) 551 -3286 or, in his absence, the undersigned at (202) 551 -3457 with any other
questions.  If you require further assistance, you may contact Barbara C. Jacobs, Assistant
Director, at (202) 551 -3730.

Sincerely,

 /s/ Maryse Mills -Apenteng

 Maryse Mills -Apenteng
 Special Counsel
Office of Information
        Technologies and Services

cc: David Lubin, Esq.
 David Lubin & Associates, PLLC

Mail Stop 4561
October 21, 2015

Scott Woodrow
President and Chief Executive Officer
2304101 Ontario Inc.
100 College Street, Suite 302
Toronto, ON M5G 1L5

Re: 2304101 Ontario Inc.
Registration Statement on Form F -1
Filed September 24, 2015
  File No. 333 -207107

Dear Mr. Woodrow:

We have reviewed your registration 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 registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amen dment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Cover Page

1. The maximum amount of shares that you are offering, which consists of 11,002,445
shares, is significantly less than the 17,114,915 shares you are registering for sale directly
by you, according to the fee table and cover page.  Please explain why you are registering
an amount t hat exceeds the maximum amount of shares to be sold by you or revise your
document to address this discrepancy.

2. In the paragraph beginning with “The selling shareholder…” you state that selling
shareholders may offer the shares “at varying prices” and tha t the prices will be
determined by “the prevailing market price….”  Please revise to clarify that the selling
shareholders must sell at a fixed price unless and until quoted on the OTCQB.  In this
regard, we note the paragraph immediately following.

Scott Woodrow
President and Chief Executive Officer
October 21, 2015
Page 2

 3. Please briefly expand your cover page to disclose the ownership by your directors and
executive officer if the minimum number of shares is sold.

4. You appear to place the legend required by Item 501(b)(11) on the facing page.  Please
confirm that the legend wil l be placed on the cover page.

Prospectus Summary, page 5

5. Please revise your summary to include a clear description of your current operational
status.  For example, it appears that you should disclose here that you have no operating
history, no commerci alized software applications or products, and no customers or
revenues.  Include a brief, concise description of the tools, products and services you
intend to provide including a more detailed description of the therapies or e -formulations
you will provid e and how you intend to deliver them. In addition, disclose in the
summary that there is substantial doubt about your ability to continue as a going concern.

Overview, page 5

6. Regarding the industry data and other research you cite in your prospectus by GBI
Research, Marketsandmarkets Research and Toronto District School Board Special
Education Review, please disclose the publication dates of the sources you cite and
provide us with supplemental copies of the cited information.  Please mark the copies
appropriately to designate the portions you rely upon and cross -reference them to the
statements in the prospectus.  Also tell us whether any of the data was prepared for you or
for the offering.

Risk Factors, page 10

7. Please consider including a risk factor highlighting the risk to shareholders from the
assets pledged as collateral to purchasers under the Securities Purchase Agreement.  We
note the General Security Agreement in exh ibit 10.6.

8. According to the disclosure on page 27, David Lubin & Associates, PLLC will act as
your escrow agent.  Please include a risk factor disclosing your relationship with the
escrow agent, including any resulting conflicts of interest.

Development or assertions by us…, page 10

9. The disclosure in the third full paragraph on page 36 states that as a result of the January
1, 2014 amendment to the collaboration agreement, all intellectual property rights belong
to the Hospital for Sick Children.  Please  revise this risk factor for consistency or advise.

Scott Woodrow
President and Chief Executive Officer
October 21, 2015
Page 3

 We may not be in compliance with rules and regulations of the U.S. Food and Drug
Administration…, page 13

10. Please explain in greater detail why you believe your products and services could subject
you to  the rules and regulations of the U.S. Food and Drug Administration.

Selling Shareholders, page 24

11. Please disclose any material relationships Messrs. Benjamin and Daniel Kaplan may have
with Mr. Jesse Kaplan, your director.  In addition, it appears that  the information in the
column titled “percentage of ownership before the offering” is problematic.   Refer to
Item 9.D. of Form 20 -F.

Dilution, page 26

12. Please include a comparison of the public cash contribution under the proposed offering
and the effec tive cash contribution of your officers, directors, promoters and affiliated
persons.  Refer to Item 9.E.1 of Form 20 -F.

Share Capital

Options, page 32

13. You disclose in this section that you have options outstanding to purchase a total of
8,600,000 shares of common.  This is inconsistent with your disclosure elsewhere stating
that 8,200,000 shares of common are issuable upon exercise of options.  In addition, the
number of shares for which options are currently exercisable is inconsistent with number
in footnote (4) on page 49.  Please reconcile.

Description of Business, page 35

14. We note that you have not included a discussion of ehave though it appears you have a
website that describes your business under this name.  Please provide us with further
details.

Plan of Operations, page 41

15. You disclose in this section your activities for the next 6 months.  It appears that you
should provide disclosure regarding your short term plans for a 12 -month period.  Please
expand to disclose the obstacles that re main prior to commercialization.  Also disclose
the expected date of commercialization of your software products.

Scott Woodrow
President and Chief Executive Officer
October 21, 2015
Page 4

 Operating and Financial Review and Prospects

Liquidity and Capital Resources, page 44

16. Please reconcile your statement in the first risk fac tor on page 9 that you believe you  have
sufficient cash flows to operate for at least the next 12 months with your statement here
that you believe your current cash resources are sufficient to enable you to continue
operations for the next six months. Disc lose the additional dollar amount needed to fund
your operations for 12 months.

Directors, Senior Management, and Employees

Background Information, page 46

17. Please provide a complete discussion of Mr. Woodrow’s business experience.  For
instance, please include relevant information regarding his positions as president of
2110345 Ontario Inc. and NView and provide a brief description of the business activities
of those entities.

Security Ownership of Certain Beneficial Owners and Management, page 48

18. Please expand the definition of beneficial owner in the introductory paragraph and the
table that follows to include holders that have the power to receive the eco nomic benefit
of ownership of the securities.  Refer to the definition of beneficial owner under General
Instruction F of Form 20 -F.

Additional Information

Foreign Private Issuer, page 50

19. In the second paragraph, you refer to your obligations to file pr oxy statements.  You
should note that as a foreign private issuer, you are not subject to this requirement.
Please revise in accordance with the immediately following paragraph.

Recent Sales of Unregistered Securities, page 52

20. For each transaction, plea se disclose the exemption from registration relied upon and
briefly state the facts relied upon to make the exemption available.  Refer to Item 7 of
Form F -1 and Item 701(d) of Regulation S -K.

Exhibits and Financial Statement Schedules, page 53

21. Please fi le a copy of the form of subscription agreement you intend to enter into with
investors purchasing shares in this offering.

Scott Woodrow
President and Chief Executive Officer
October 21, 2015
Page 5

22. Please file a copy of the escrow agreement with David Lubin & Associates, PLLC.

23. Please file the complete escrow agreement (Exhibit 10.7).  We note the reference to
schedule A, which is not included with the filed agreement.  In addition, please file a
complete copy of Exhibit 10.9 with its schedules and E xhibit 10.18 with exhibits A – D.

Exhibit 3.1

24. Please file as an exhibi t a copy of the articles of incorporation in the proper searchable
format.  Likewise, file copies of exhibit 3.2, 3.3, 3.4, 10.9, 10.11, 10.12, 10.13, and 10.14
in searchable format.  We refer you to Rules 301 and 304 of Regulation S -T.

Item 9.  Underta kings, page 54

25. Please provide the undertaking required by Item 512(a)(4) of Regulation S -K.

Audit Opinion, page F -1

26. Please revise your filing to include a report by your independent registered public
accounting firm that indicates the city and state whe re the report was issued.  See Rule 2 -
02(a)(3) of Regulation S -X.

Statements of operations and other comprehensive loss, page F -3

27. Please revise to present your net loss per share as required by ASC 260 -10-45-2 and to
include the disclosure requirements set forth in ASC 260 -10-50-1.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules  require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement, please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effect ive, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in

Scott Woodrow
President and Chief Executive Officer
October 21, 2015
Page 6

 declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule 461 regarding requests for acceleration.  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting a cceleration are aware of their respective responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allo w
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Juan Migone, Staff Accountant, at (202) 551 -3312 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551 -3488 if y ou have questions regarding
comments on the financial statements and related matters.  Please contact Gabriel Eckstein, Staff
Attorney, at (202) 551 -3286 or, in his absence, the undersigned at (202) 551 -3457 with any other
questions.  If you require furthe r assistance, you may contact Barbara C. Jacobs, Assistant
Director, at (202) 551 -3730.

Sincerely,

 /s/ Maryse Mills -Apenteng

 Maryse Mills -Apenteng
 Special Counsel
Office of Information
        Technologies and Services

cc: David Lubin, Esq.
 David Lubin &  Associates, PLLC