Amendment: SEC Form SC 13D/A filed by Zivo Bioscience Inc.

10/1/24 2:57:20 PM ET

Biotechnology: Pharmaceutical Preparations

Health Care

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SC 13D/A 1 2zivofiling.txt 13 D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Zivo Bioscience, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) US98978N3098 (CUSIP Number) Laith Yaldoo c/o HEP Investments LLC 1934 Bloomfield Drive, Bloomfield Township, Michigan 48302 (Name, Address and Telephone Number of Person Authorized to Receive Notices* and Communications) June 28, 2024 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report* the acquisition that is the subject of this Schedule 13D,* and is filing this schedule because of 240.13d-1(e)* , 240.13d-1(f) or 240.13d-1(g) , check the following box[ ]. Note: Schedules filed in paper format shall include* a signed original and five copies of the schedule, including all exhibits.* See 240.13d-7(b) for other parties to whom copies are to be sent.* The remainder of this cover page shall be filled out for a reporting* persons initial filing on this form with respect to* the subject class of securities, and for any subsequent amendment containing information* which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page* shall not be deemed to be filed for the purpose of Section 18* of the Securities Exchange Act of 1934 (Act) or otherwise* subject to the liabilities of that section of the Act* but shall be subject to all other provisions of the Act* (however, see the Notes). SCHEDULE 13D/A CUSIP No. US98978N3098 1 NAMES OF REPORTING PERSONS HEP Investments LLC I.R.S. Identification No. of above person (entities only) 45-3135062 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] 3 SEC USE ONLY ????? 4 SOURCE OF FUNDS (See Instructions) WC 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS* REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Michigan NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 530,989 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 530,989 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 530,989 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW* (11) EXCLUDES CERTAIN SHARES (See Instructions) ????? 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.34% 14 TYPE OF REPORTING PERSON (See Instructions) SCHEDULE 13D/A CUSIP No. US98978N3098 1 NAMES OF REPORTING PERSONS Laith Yaldoo I.R.S. Identification No. of above person (entities only) 45-3135062 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS* IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 530,989 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 530,989 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 530,989 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW* (11) EXCLUDES CERTAIN SHARES (See Instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.34% 14 TYPE OF REPORTING PERSON (See Instructions) OO Item 1. Security and Issuer This statement on Schedule 13D (this Statement) relates to the* common stock, $0.001 par value (the Common Stock),* of Zivo Bioscience, Inc., a Nevada corporation* (the Company or the Issuer).* The Companys principal executive offices* are located at 21 East Long Lake, Suite 100, Bloomfield Hills, MI 48304.* Item 2. Identity and Background (a) HEP Investments LLC, a Michigan limited liability company* (HEP Investments) and Laith Yaldoo (Yaldoo and together* with HEP Investments, the Reporting Persons) (b) 1934 Bloomfield Drive, Bloomfield Township,* MI 48302. Yaldoo is a citizen of the United States (c) The principal business of HEP Investments is to make,* hold and dispose of investments. The principal business* of Yaldoo is to manage HEP Investments* and a number of affiliated entities with similar businesses. (d) During the last five years, none* of the Reporting Persons has been convicted* in a criminal proceeding (excluding traffic* violations or similar misdemeanors). (e) During the last five years, none of the Reporting* Persons has been a party to a civil proceeding* of a judicial or administrative body of competent* jurisdiction and as a result of such proceeding* was or is subject to a judgment, decree or final* order enjoining future violations of, or prohibiting* activities subject to, federal or state securities* laws or finding any violation with respect to such laws (f) United States Item 3. Source and Amount of Funds* or Other Considerations The source of the funds used* to acquire the Common Stock reported herein* is the working capital of HEP Investments.* The funds used by HEP Investments to make the* purchases of Common Stock reported herein included* $945,782 of cash from HEP Investments to the Issuer* and the conversion of certain promissory* notes made by HEP Investments to the issuer. Item 4. Purpose of Transaction The Reporting Person acquired the shares* for investment purposes. Except as set forth above,* none of the Reporting Persons has any* present plans which relate to or would result in: (a) The acquisition by any person of additional securities* of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as* a merger, reorganization or liquidation, involving* the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets* of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or* management of the Issuer, including any plans* or proposals to change the number or term of directors* or to fill any existing vacancies on the board; (e) Any material change in the present* capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuers* business or corporate structure; (g) Changes in the Issuers charter, bylaws* or instruments corresponding thereto or* other actions which may impede the acquisition* of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be* delisted from a national securities exchange* or to cease to be authorized to be quoted* in an inter-dealer quotation system of a registered* national securities association;* (i) A class of equity securities of the Issuer* becoming eligible for termination of* registration pursuant to Section 12(g)(4)* of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer The following disclosure assumes that there are* 3,460,396 shares of the Common Stock outstanding* as of as August 27, 2024 as reported by the Issuer* to the Reporting Person. (a) For purposes of Rule 13d-3 promulgated* under the Exchange Act, each of the Reporting Persons* may be deemed to beneficially own 530,989* shares of the Common Stock, representing 15.34%* of the Issuer's outstanding Common Stock,* assuming that the warrants to purchase 698 shares* of Common Stock issued to the Reporting Persons* are exercisable at the prices set forth therein.* Mr. Yaldoo is filing solely in his capacity as the manager* and controlling member of HEP Investments and the filing* of this Statement shall not be construed as an admission* that either of the Reporting Persons is the beneficial owner* of any securities covered by this Statement.* Mr. Yaldoo disclaims beneficial ownership of the* securities owned by HEP Investments, except* to the extent of his pecuniary interest therein.* The extent of such pecuniary interest cannot be determined at this time.* (b) By virtue of the relationships described in* Item 2(a) above, each of HEP Investments* and Mr. Yaldoo may be deemed to have shared* voting and dispositive power with respect to* 530,989 shares of the Common Stock. (c) During the past 60 days, HEP Investments acquired* 6,988 shares of Common Stock from the Issuer in a* private placement at a price of $7.87 per share. Item 6. Contracts, Arrangements, Understandings or* Relationships with Respect to Securities of the Issuer* The Reporting Persons have no understandings, arrangements,* relationships or contracts relating to the Issuer's Common Stock Item 7. Material to Be Filed as Exhibits None. Signature After reasonable inquiry and to the* best of my knowledge and belief,* I certify that the information set forth* in this statement is true, complete and correct. August 27, 2024 Dated HEP INVESTMENTS LLC By: /s/ Laith Yaldoo Title: Member Laith Yaldoo By: /s/ Laith Yaldoo Name: Laith Yaldoo Page 1

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Amendment: SEC Form SC 13D/A filed by Zivo Bioscience Inc.

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