UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~April~~May 2023

Commission file number: 000-56146

Ehave, Inc.

(Translation of Registrant’s Name Into English)

100 SE 2nd St. Suite 2000

Miami, FL 33131

(954) 233-3511

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

~~Non-Reliance on~~Changes ~~Previously~~in ~~Issued~~Registrant’s ~~Financial~~Certifying ~~Statements or a Related Audit Report or Completed Interim Review~~Accountant.

~~In connection~~On ~~with~~May ~~the~~9, ~~preparation~~2023, ~~of the~~ Ehave, Inc. (the “Company”) was ~~financial~~notified ~~statements~~by asits ofindependent ~~December~~registered ~~31,~~public ~~2022~~accounting firm, ~~the Company’s management~~Turner, inStone ~~consultation~~& ~~with its advisors~~Company, ~~identified~~L.L.P. ~~errors~~(“Turner”) ~~made~~that inthey were ~~its~~resigning. ~~previously~~During ~~issued financial statements for~~ the ~~periods~~fiscal ~~ending~~year ended December 31, 2021, and the quarterly periods through September 30, 2022., ~~Management~~there ~~determined~~were ~~that~~no ~~these financial statements do not give effect~~(i) todisagreements ~~$288,000~~between ~~cash~~the ~~compensation~~Company and ~~the~~Turner ~~issuance~~on ofany amatter ~~warrant~~of ~~(the~~accounting ~~“Warrant”)~~principles toor ~~purchase~~practices, ~~shares~~financial 5%statement ofdisclosure ~~the~~or ~~fully~~auditing scope ~~diluted~~or ~~common stock~~procedure, ~~outstanding~~any of ~~Mycotopia Therapies~~which, ~~Inc.~~if ~~(“Mycotopia).~~not ~~The~~resolved ~~cash and Warrant was granted~~ to ~~the~~Turner’s ~~Chief~~satisfaction, ~~Executive~~would ~~Officer of~~have ~~the~~caused ~~Company~~Turner ~~and Mycotopia pursuant~~ to ~~his~~make ~~consulting~~reference ~~agreement~~thereto ~~with~~in its ~~Mycotopia~~audit ~~entered~~report ~~into~~ on ~~November 17, 2021. The Company is unable to quantify~~ the ~~exact~~financial ~~amount~~statements of the ~~error~~Company atfor ~~this~~such ~~time~~period, ~~and~~or ~~has~~(ii) ~~determined~~“reportable itevents” ~~has~~within ~~materially~~the ~~understated~~meaning ~~its~~of ~~liabilities,~~Item ~~operating~~304(a)(1)(v) ~~expenses~~of ~~and~~Regulation ~~additional paid~~S-inK. ~~capital~~There ~~due~~were tono ~~never~~disputes ~~recording~~or ~~the~~disagreements ~~cash~~between ~~compensation and Warrant issuance. In addition,~~ the Company ~~did not disclose the Warrant issuance~~ and ~~additional~~Turner ~~compensation~~during in the ~~footnotes~~time toit was the ~~financial statements then ended. The~~ Company’s ~~determined~~independent ~~the~~registered ~~Warrant~~public ~~was~~accounting ~~never~~firm ~~valued~~through ~~and expensed,~~ the ~~cash~~date ~~compensation~~of ~~was never accrued and expensed, and these features were never disclosed~~resignation.

~~As a~~The ~~result of the foregoing, the~~ Company’s ~~management~~provided ~~concluded~~Turner ~~that~~with ~~its~~a ~~previously~~copy ~~issued~~of ~~(i)~~this ~~audited balance sheet and~~disclosure ~~consolidated~~before ~~statement~~its offiling ~~operations for the period ending December 31, 2021, filed~~ with the USEC.S. ~~Securities~~The ~~and~~Company ~~Exchange~~requested ~~Commission (“SEC”)~~that onTurner ~~May~~provide ~~27,~~us ~~2022;~~with ~~and~~a ~~(ii)~~letter ~~unaudited~~addressed ~~interim~~to ~~financial statements furnished on~~ the ~~Company’s~~SEC ~~filing~~stating onwhether ~~Form~~or not ~~6-K,~~it ~~filed~~agrees with the ~~SEC~~above onstatements. ~~May~~That ~~23,~~letter ~~2022,~~is ~~should~~attached behereto ~~restated~~as Exhibit 16.1

~~The Company~~New ~~has~~Independent ~~discussed~~Registered ~~the~~Public ~~matters~~Accounting disclosed in this Current Report on Form 6-K with its independent registered public accounting firm, Turner, Stone & Company, L.L.P. and with Mycotopia Therapies Inc.’s independent accounting firm, Pinnacle Accountancy Group of Utah.Firm

~~As a~~The ~~result~~Company’s Board of ~~this~~Directors ~~review,~~appointed weHeaton & ~~have~~Company, ~~reviewed~~PLLC ~~the~~(“Heaton”) ~~effectiveness~~as ofits ~~our~~new ~~internal~~independent ~~controls~~registered ~~over~~public ~~financial~~accounting ~~reporting.~~firm, Weeffective ~~believe~~as ~~these~~of ~~errors were~~May ~~primarily~~16, ~~due~~2023. toDuring the ~~deficiencies~~two ~~pertaining~~most torecent ~~insufficiently~~fiscal ~~skilled~~years ~~personnel~~ and athrough ~~lack~~the date of ~~human~~the ~~resources~~Company’s ~~within~~engagement ~~our~~of ~~accounting and~~Heaton, ~~finance~~the ~~functions~~Company ~~and~~did ~~deficiencies~~not ~~relating~~consult towith ~~insufficient~~Heaton regarding ~~analysis,~~either ~~documentation~~(1) ~~and~~the ~~review~~application of ~~the~~accounting ~~selection~~principles ~~and~~to ~~application~~a ~~of GAAP~~specified totransaction, ~~significant~~either ~~non-routine~~completed ~~transactions~~or proposed, ~~including~~or the ~~preparation~~type of audit ~~financial~~opinion ~~statement~~that ~~disclosures~~might ~~relating~~be ~~thereto. Our Annual~~rendered ~~Report~~ on ~~Form~~the ~~20-F included management~~Company’s ~~assessment~~financial ~~that~~statements, asor of(2) ~~the~~any ~~December~~matter ~~31,~~that ~~2021~~was ~~evaluation~~either ~~date,~~the ~~our~~subject ~~internal~~of ~~controls~~a disagreement ~~over~~(as ~~financial~~defined ~~reporting~~in ~~were~~Regulation ~~not effective. Our restated financial statements on Form 20~~S-~~F and Form 6-~~K ~~will~~Item ~~include the necessary updated disclosures regarding our material weaknesses~~304(a)(1)(v)), ~~including~~during the ~~weaknesses~~two ~~identified~~most ~~above~~recent fiscal years.

~~The discussion~~Prior ofto ~~our~~engaging ~~revised~~Heaton, ~~financial~~Heaton ~~results~~did ~~contained~~not inprovide ~~this~~the Company ~~Current~~with ~~Report~~either onwritten ~~Form~~or 6Koral ~~has~~advice ~~been~~that ~~prepared~~was byan ~~management~~important ~~and~~factor ~~represents management’s~~considered ~~preliminary~~by ~~assessment of~~ the ~~revised~~Company ~~results.~~in ~~These~~reaching ~~results~~a ~~are~~decision ~~subject~~ to ~~change~~engage Heaton as ~~our~~its independent ~~registered public~~ accounting firm ~~completes its review~~.

~~Cautionary Statements~~EXHIBIT ~~Regarding Forward-Looking Statements~~INDEX

~~This Form~~Exhibit ~~6-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995~~No. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions16.1 ~~Such~~May ~~statements may include~~23, ~~but~~2023 ~~are~~Letter ~~not limited~~from toTurner, ~~statements~~Stone ~~regarding the Company’s intent to restate certain historical financial statements~~ and the timing and impact of the Restatement. These statements are based on current expectations on the date of this Form 6-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company ~~does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise~~L. ~~Readers are cautioned not to put undue reliance on forward-looking statements~~L.P.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Registrant: Ehave, Inc.
May 02, 2023	By:	/s/ Ben Kaplan
May 23, 2023	By:	/s/ Ben Kaplan
		Ben Kaplan
		CEO

Filing Compare · Ehave, Inc.