formsc13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

( Amendment No. 1 )

KUSHI RESOURCES, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

50133P109

(CUSIP Number)

February 12, 2010

(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)

o Rule 13d-1(c)

x 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

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LeadDog Capital, LP 22-3967904
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) T
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES	5	SOLE VOTING POWER 242,925 (a)
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER -0-
EACH REPORTING	7	SOLE DISPOSITIVE POWER 242,925 (a)
PERSON WITH	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 242,925 (a) (b)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ITEM 9 .74% (a) (b)
12	TYPE OF REPORTING PERSON* PN

(a) LeadDog Capital, LP (“LeadDog LP”) 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 LP from converting the Notes to the extent such conversion would result in LeadDog LP 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 Capital Markets, LLC is considered an affiliate of LeadDog LP so the combined beneficial ownership of LeadDog LP and LeadDog Capital Markets, 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) If LeadDog LP converted some of its convertible notes, the actual percentage “beneficially owned” would be 1,552,727 or 4.75% which has been rounded up pursuant to the instructions.

CUSIP No. 50133P109

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LeadDog Capital Markets, LLC 80-0325704
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ 0; (b) T
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES	5	SOLE VOTING POWER 248,425 (a)
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER -0-
EACH REPORTING	7	SOLE DISPOSITIVE POWER 248,425 (a)
PERSON WITH	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 248,425 (a) (b)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ITEM 9 .75% (a) (b)
12	TYPE OF REPORTING PERSON* OO

(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) If LeadDog LLC converted some of its convertible notes, the actual percentage “beneficially owned” would be 1,552,727 or 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, 24th 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, 24th 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		242,925			248,425
b.	Percentage of Class		4.75	%		4.75	%
c.	Sole Voting Power		242,925			248,425
	Shared Voting Power		-0-			-0-
	Sole Dispositive Power		242,925			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.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

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: February 12, 2010

	LeadDog Capital, LP by its General Partner LeadDog Capital Markets, LLC

	By:	/s/ Chris Messalas
		Name: Chris Messalas Title: Managing Member

	LeadDog Capital Markets, LLC



	By:	/s/ Chris Messalas
		Name: Chris Messalas Title: Managing Member

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT made as of this 12th day of February, 2010 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.

	LeadDog Capital, LP by its General Partner LeadDog Capital Markets, LLC

Dated: February 12, 2010	By:	/s/ Chris Messalas
		Name: Chris Messalas Title: Managing Member

	LeadDog Capital Markets, LLC

	By:	/s/ Chris Messalas
		Name: Chris Messalas Title: Managing Member