Maxim Group LLC

405 Lexington Avenue

New York, New York 10174


                                                                                                                                        May 26, 2021



U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549


Re:       Zivo Bioscience, Inc.

Registration Statement on Form S-1, as amended

File No. 333-251221

Request for Acceleration of Effective Date


Ladies and Gentlemen:


Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), Maxim Group LLC, as representative of the underwriters, hereby joins the request of Zivo Bioscience, Inc. (the “Company”) that the effective date of the above-referenced Registration Statement be accelerated so that it will become effective at 4:00 p.m. Eastern Time on Thursday, May 27, 2021, or as soon thereafter as practicable.


Pursuant to Rule 460 of the General Rules and Regulations of the Commission under the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the securities in this offering, as many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.


The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue. 



Very truly yours,








As Representative of the Several Underwriters


Named in the Underwriting Agreement







/s/ Clifford Teller



Name: Clifford Teller



Title: Executive Managing Director and Head of Investment Banking