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
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