- Statement of Ownership (SC 13G)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.  )

KUSHI RESOURCES, INC.

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  (Name of Issuer)

COMMON STOCK

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(Title of Class of Securities)

50133P109  

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(CUSIP Number)

November 16, 2009

---

  (Date of Event Which Requires Filing of this Statement)

 

Check  the appropriate box to designate the rule pursuant to which this Schedule is  filed:

o   Rule  13d-1(b)

x   Rule  13d-1(c)

o   Rule  13d-1(d)

 

*The  remainder  of  this  cover  page  shall be filled out for a reporting person's  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).

 

 

 

CUSIP  No. 50133P109

 

 

 

 

 

 

(a)  LeadDog Capital Markets, LLC (“ LeadDog LLC ”) is the beneficial owner of convertible promissory notes (“ Notes ”) that may be converted into common stock of Kushi Resources, Inc. (“ Issuer ”). The Notes and underlying common stock are being held pursuant to the terms of several escrow agreements. The terms of the Notes prohibit LeadDog LLC from converting the Notes to the extent such conversion would result in LeadDog LLC and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Securities and Exchange Act of 1934 (“ Exchange Act ”)and the rules promulgated thereunder) in excess of 9.5% of the then issued and outstanding shares of common stock, including the shares issuable upon a conversion. Although LeadDog LP has sole voting and dispositive control of the common stock upon purchase, Chris Messalas and Joseph B. LaRocco as managing members of LeadDog Capital Markets, LLC (LeadDog LP’s general partner) may be deemed to have the right to direct the voting and dispositive control over such common stock. LeadDog LLC is considered an affiliate of LeadDog LP so the combined beneficial ownership of LeadDog LP and LeadDog LLC cannot exceed 9.5% of the then issued and outstanding shares of common stock of the Issuer, including the shares issuable upon a conversion.

 

(b)  The actual percentage is 4.75% which has been rounded up pursuant to the instructions.

 

 

ITEM  1.

 

(A)	NAME  OF  ISSUER

 

Kushi Resources, Inc.

 

(B)	ADDRESS  OF  ISSUER'S  PRINCIPAL  EXECUTIVE  OFFICE

 

120 Wall Street, 24 th Floor

New York, NY 10005

 

ITEM  2.

 

(A)

NAME  OF  PERSONS  FILING   LeadDog Capital, LP (Delaware) and LeadDog Capital Markets, LLC (New York) Chris Messalas and Joseph B. LaRocco as managing members of LeadDog Capital Markets, LLC (LeadDog Capital, LP’s general partner) have the right to direct the voting and dispositive control over such common stock owned by LeadDog Capital, LP and LeadDog Capital Markets, LLC.

 

(B)	ADDRESS  OF  PRINCIPAL  BUSINESS  OFFICE  OR  IF  NONE,  RESIDENCE   120 Wall Street, 24 th Floor New York, NY 10005

 

(C)	CITIZENSHIP   LeadDog Capital, LP (Delaware) and LeadDog Capital Markets, LLC (New York)

 

(D)	TITLE  OF  CLASS  OF  SECURITIES   Common Stock

 

(E)	CUSIP  NUMBER   50133P109

 

ITEM  3.

 

If  this statement is filed pursuant to rule 240.13d- 1(b), or 240.13d-2(b) or  (c),  check  whether  the  person  filing  is  a:

 

Not Applicable.

 

 

 

ITEM  4. OWNERSHIP.

 

     Provide  the  following  information  regarding  the  aggregate  number and percentage  of  the  class  of  securities  of  the issuer identified in Item 1.

 

 

		LeadDog LP	LeadDog LLC
(a)	Beneficial Ownership	248,425	248,425
(b)	Percentage of Class	4.75%	4.75%
(c)	Sole Voting Power	248,425	248,425
	Shared Voting Power	-0-	-0-
	Sole Dispositive Power	248,425	248,425
	Shared Dispositive Power	-0-	-0-

 

ITEM  5.  OWNERSHIP  OF  FIVE  PERCENT  OR  LESS  OF  A  CLASS

 

If  this  statement is being filed to report the fact that as of the date hereof the  reporting  person  has  ceased to be the beneficial owner of more than five percent  of  the  class  of  securities,  check  the  following  /___/.

 

See Item 4 above.

 

ITEM  6.  OWNERSHIP  OF  MORE  THAN  FIVE PERCENT ON BEHALF OF ANOTHER PERSON

 

Not Applicable.

 

       Not Applicable.

 

ITEM  8.  IDENTIFICATION  AND  CLASSIFICATION  OF  MEMBERS  OF  THE  GROUP

 

See Item 2 section A above.

 

ITEM  9.  NOTICE  OF  DISSOLUTION  OF  GROUP

 

       Not Applicable.

 

 

 

ITEM  10.  CERTIFICATION.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with  the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant  in  any  transaction  having  that  purpose  or  effect.

 

Dated:     November 25, 2009

 

          

 

                         

JOINT FILING AGREEMENT

 

 

JOINT FILING AGREEMENT made as of this 25th day of November, 2009 by and among LeadDog Capital, LP (" LeadDog LP ") and LeadDog Capital Markets, LLC (“LeadDog LLC”).

 

WHEREAS, LeadDog LP and LeadDog LLC collectively beneficially own more than five (5%) percent of the issued and outstanding common stock, $.001 par value of Kushi Resources, Inc. (" Kushi Common Stock "), a Nevada corporation; and

 

WHEREAS, pursuant to Section 13(g) of the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder, the parties hereto are required to file a Schedule 13G with the Securities and Exchange Commission (" SEC ").

 

NOW, THEREFORE, the parties agree as follows:

 

1. LeadDog LP and LeadDog LLC hereby agree to jointly file this  Schedule 13G with the SEC regarding the beneficial ownership of Kushi Common  Stock and to file any and all amendments and supplements thereto.

 

2. This Agreement contains the entire agreement among the parties  concerning the subject matter hereof and may not be amended, modified or  changed except pursuant to a written instrument signed by all parties.

 

IN WITNESS WHEREOF, the parties have signed this Agreement the day and year first above written.

 

 

 

 

 

 

 

                                        

 

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