SC 13D/A

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

                                                             KENSINGTON LEASING, LTD.                                                         

(Name of Issuer)

                                                                           Common Stock                                                                      ;    

(Title of Class of Securities)

                                                                             4901110101                                                                   & nbsp;       

(CUSIP Number)

Merrimen Investments, Ltd.

10409 Strathmore Drive, Santee, CA 92071

                                                                                   (310) 733-8079                                                            &nb sp;                      

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

                                                                               November 9, 2010                                                                & nbsp;                

(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d 1(g), check the following box.  £.

*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).

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Merrimen Investments, Inc.   I.R.S. Identification No. of Above Persons (entities only)   27-3642191
1	&n bsp;                                                    NAME OF REPORTING PERSON
2	&n bsp;                                                   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a)   £   (b)   £
3	&n bsp;                                                   SEC USE ONLY
4	&n bsp;                                                   SOURCE OF FUNDS (see instructions)  WC
5	&n bsp;                                                   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2  (e)   £
6	&n bsp;                                                   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                             0
	9      SOLE DISPOSITIVE POWER                             0
	10     SHARED DISPOSITIVE POWER                             0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                                                  0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11                                                  0%
14	TYPE OF REPORTING PERSON (See Instructions)                                                  CO

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EXPLANATORY NOTE

This Amendment No. 2 (this “Amendment”) to Schedule 13D (the “Schedule 13D”) is being filed with the Securities and Exchange Commission (the “SEC”) with respect to the shares of common stock, par value $0.001 per share (“Common Stock”), of Kensington Leasing, Ltd., a Nevada corporation (the “Issuer”).  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.   It is identical to Amendment No. 1 which amendment failed to include as an exhibit the Option Purchase Agreement, dated December 1, 2010.

This Amendment is being filed to amend Items 3 through 7 of the Schedule 13D as set forth below:

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On April 9, 2010, Kensington Leasing, Ltd. (the “Company”) entered into an Option Purchase Agreement with Merrimen Investments, Inc. in which the Company sold to Merrimen an option to purchase up to 24,000,000 shares of Common Stock for $0.08 per share, or an aggregate of $1,920,000 on or after October 1, 2010 (the “Option”).  Under the Option Purchase Agreement, Merrimen has two demand registration rights and unlimited piggyback registration rights with respect to all shares of Common Stock that it owns (including the shares acquired under the Option).  

On November 9, 2010 Merrimen exercised a portion of the Option to purchase 2,500,000 shares of Common Stock through the payment of $200,000.00.  The funds to purchase the securities of the Company came from the working capital of Merrimen.

Pursuant to an Option Purchase Agreement, dated December 1, 2010, Merrimen sold that certain Option to Purchase Common Stock, dated April 9, 2010 to Angelique de Maison for a purchase price of $179,166.66.  The purchase price was paid for using personal funds.  The Option entitled Angelique de Maison to purchase up to the remaining 21,500,000 shares of common stock of Issuer at a purchase price of $.08 a share.

ITEM 4.

PURPOSE OF TRANSACTION

The purpose of the transaction is to sell the balance of the Option to Purchase Common Stock in the Issuer.  Except as set forth in this Statement (including any information incorporated by reference) and in connection with the transaction described above, the Reporting Person does not have any plan or proposal that relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 to Schedule 13D.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER

The Reporting Person beneficially owns no shares of Common Stock, representing 0% of the Common Stock of the Issuer, calculated in accordance with Rule 13d-3.

On November 9, 2010, the Reporting Person exercised a portion of the Option to purchase 2,500,000 shares of Common Stock for $200,000.00.

On November 9, 2010, the Reporting Person gave an aggregate of 1,011,184 shares of Common Stock to third parties as gifts.  

On December 7, 2010, the Reporting Person gave an aggregate of 1,488,816 shares of Common Stock to third parties as gifts.

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Other than as set forth above, the Reporting Person has not engaged in any transactions in the Issuer’s securities during the past 60 days prior to this filing.  

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER.

The information set forth under Item 3 and Item 5 is incorporated herein by reference.  Except as set forth herein or in the Reporting Person’s Schedule 13D filed with the SEC on September 29, 2010, there are no contracts, understandings or relationships between the Reporting Person and any third person with respect to securities of the Issuer.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.

Exhibit No.	Description
3.1	Option Purchase Agreement, dated December 1, 2010 between Angelique de Maison and Merrimen Investments, Inc.
3.2	Notice of Exercise and Cancellation of Option, dated December 1, 2010, between Angelique de Maison and Kensington Leasing, Ltd.* *Previously filed by the Issuer with its Current Report on Form 8-K filed with the SEC on    December 3, 2010.

Signature

After reasonable inquiry and to the best of its, his or her knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: December 9, 2010 Merrimen Investments, Inc.
By:  Zirk Engelbrecht
/s/  Zirk Engelbrecht                              Merrimen Investments, Inc.

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EX-31

Exhibit 3.1

OPTION PURCHASE AGREEMENT

THIS OPTION PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 1, 2010, by and between Merrimen Investments, Inc. (“Seller”) and Angelique de Maison (“Buyer”), with reference to the following facts:

A.

Seller owns that certain Option to Purchase Common Stock, dated April 9, 2010 (the “Option”), issued by Kensington Leasing, Ltd. (“Kensington”).

B.

Seller has exercised the Option to purchase 2,500,000 shares of the Common Stock, and thus the Option presently permits the purchase of 21,500,000 shares of the Common Stock.

C.

Seller desires to sell the Option to Buyer, and Buyer desires to purchase the Option from Seller, upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, with reference to the foregoing facts and in consideration of the mutual covenants, conditions, representations and warranties hereinafter set forth, the Parties agree as follows:

1.

Purchase and Sale of Option

Seller hereby sells, transfers and assigns the Option to Buyer, and Buyer hereby purchases the Option from Seller, for a purchase price of $179,166.66 (the “Purchase Price”).  Buyer has concurrently herewith paid the Purchase Price to Seller, and Seller acknowledges receipt of the Purchase Price.

2.

Representations and Warranties

2.1

Representations of Seller

2.1.1

Seller is the record and beneficial owner of the Option and holds legal and equitable title to the Option free and clear of any and all liens, claims, charges, pledges, encumbrances and security interests.  Seller represents and warrants that it has exercised the Option only with respect to 2,500,000 shares of common stock of Kensington (“Common Stock”).

2.1.2

Seller has the right, power, capacity and authority to execute and deliver this Agreement.  This Agreement has been duly and validly executed and delivered by Seller and constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

2.1.3

The execution and delivery of this Agreement and the performance of the obligations imposed hereunder will not conflict with, or result in a breach by Seller of any material agreement or instrument to which it is a party, or by which it or any of its properties or assets are bound, or result in a violation of any order, decree, or judgment of any court or governmental agency having jurisdiction over it or its properties, and no consent, authorization or order of, or filing or registration with, any court, governmental, or regulatory authority is required in connection with the execution and delivery of this Agreement and any related agreements or the performance by it or its obligations hereunder.

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2.2

Representations of Buyer

2.2.1

Buyer has the right, power, capacity and authority to execute and deliver this Agreement.  This Agreement has been duly and validly executed and delivered by Buyer and constitutes the valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

2.2.2

The execution and delivery of this Agreement and the performance of the obligations imposed hereunder will not conflict with, or result in a breach by Buyer of any material agreement or instrument to which she is a party, or by which she or any of her properties or assets are bound, or result in a violation of any order, decree, or judgment of any court or governmental agency having jurisdiction over her or her properties, and no consent, authorization or order of, or filing or registration with, any court, governmental, or regulatory authority is required in connection with the execution and delivery of this Agreement and any related agreements or the performance by her or her obligations hereunder.

2.2.3

Buyer is acquiring the Option for her own account for investment and not with a view to, or for resale in connection with, a distribution of the Option or the Common Stock underlying the Option (collectively, the “Securities”) within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).  In that regard, Buyer understands that (a) the Securities have not been registered under the Securities Act or under any state securities laws and are therefore restricted securities; (b) the Securities may not be sold or transferred unless they are registered under the Securities Act or an exemption from such registration is available; and (c) Kensington may place a restrictive legend on the certificate evidencing the Securities reflecting these restrictions.

2.2.4

Buyer understands that an investment in the Securities involves risk, and Buyer has the financial ability to bear the economic risk of this investment in the Securities, including a complete loss of such investment.

2.2.5

Buyer has such knowledge and experience in financial and business matters that Buyer is capable of evaluating the merits and risks of an investment in the Securities.

2.2.6

Buyer is an “accredited investor” within the meaning of Regulation D under the Securities Act.

3.

Miscellaneous

3.1

Further Assurances of Seller and Buyer.  Each of the parties hereto shall execute and deliver any and all such other instruments, documents and agreements and take all such actions as either party may reasonably request from time to time in order to effectuate the purposes of this Agreement.

3.2

Controlling Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of California.

3.3

Entire Agreement.  This Agreement contains the entire understanding between the parties hereto with respect to the purchase and sale of the Option, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, between the parties hereto, with respect to the purchase and sale of the Shares.  This Agreement may not be modified or amended other than by an agreement executed in writing by the parties hereto.

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Counterparts.  This Agreement may be executed in two counterparts and by facsimile or electronic transmission in PDF format, each of which will be deemed an original but both of which together will constitute one instrument.

IN WITNESS WHEREOF, Seller and Buyer have executed and delivered this Agreement as of the day and year first above written.

Seller:
MERRIMEN INVESTMENTS, INC.
By:  /s/ Zirk Engelbrecht             Zirk Engelbrecht             Its CEO Buyer:


/s/ Angelique de Maison                            Angelique de Maison

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