UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Kestrel Energy, Inc.
(Name of Issuer)
Common Stock, No par value
(Title of Class of Securities)
492545 10 8
(CUSIP Number)
S. Lee Terry, Jr.
Davis Graham & Stubbs LLP
1550 17th Street, Suite 500
Denver, Colorado 80202
(303) 892-9400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 24, 2004
(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ].
CUSIP No. 492545 10 8
1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Samson Exploration N.L.
2) Check the Appropriate Box if a Member of a Group*
(a) |_|
(b) |_|
3) SEC USE ONLY
4) Source of Funds
WC
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |-|
6) Citizenship or Place of Organization
Australia
Number of Shares 7) Sole Voting Power 2,507,500
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 2,507,500
Person With 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,507,500
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
23.6%
14) Type of Reporting Person
CO
SCHEDULE 13D/A
SAMSON EXPLORATION N.L.
Item 1 Security and Issuer
No par value Common Stock ("the Shares") of Kestrel Energy, Inc.
(the "Company"), 1726 Cole Boulevard, Suite 210, Lakewood,
Colorado 80401
Item 2 Identity and Background
(a) Name: Samson Exploration N.L.
(b) Business Level 36, Exchange Plaza
Address: 2 The Esplanade
Perth, Western Australia 6000
(c) Principal
Business and
Place of
Organization: An investment corporation registered
in Australia
(d) Criminal Proceedings: None
(e) Civil Proceedings: None
(f) Citizenship: Australia
DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING PERSON:
(a) Name: Malcolm Alec Burne, Company Director
(b) Business Leigh Cottage
Address: 3 Clermont Drive, Claremont Park
Esher
Surrey KT10 9LY
UNITED KINGDOM
(c) Principal
Occupation, Managing Director for Golden Prospect Plc
Name of Business, Publicly traded UK mining investment company
Principal Business 1st Floor, 143-149 Great Portland Street
and Address: London WIN 5FB
(d) Criminal Proceedings: None
(e) Civil Proceedings: None
(f) Citizenship: British
-------------------------------------------------------------
(a) Name: Neil Thacker MacLachlan, Company Director
(b) Business 42A Lennox Gardens
Address: London, SW1X 0DH
ENGLAND
(c) Principal
Occupation, Consultant, Markham Associates, an
Name of Business, investment and advisory company. Clients
Principal Business include Golden Prospect Plc
and Address: Same Address
(d) Criminal Proceedings: None
(e) Civil Proceedings: None
(f) Citizenship: British
------------------------------------------------------------
(a) Name: David Thorwald Cairns, Company Director
(b) Business
Address: Resolute Limited
4th Floor, Griffin Centre
28 The Esplanade
Perth, WA, 6000
AUSTRALIA
(c) Principal
Occupation,
Name of Business,
Principal Business
and Address: Geologist - Same Address
(d) Criminal Proceedings: None
(e) Civil Proceedings: None
(f) Citizenship: British
-------------------------------------------------------------
(a) Name: Denis Ivan Rakich, Company Director
(b) Business
Address: Victoria Petroleum N.L.
Level 36, Exchange Plaza
2 The Esplanade
Perth, Western Australia 6000
AUSTRALIA
(c) Principal Company Secretary for Victoria Petroleum N.L.,
Occupation, Victoria International Petroleum N.L. and
Name of Business, Samson Exploration N.L.
Principal Business
and Address: Same Address
(d) Criminal Proceedings: None
(e) Civil Proceedings: None
(f) Citizenship: Australian
Item 3. Source and Amount of Funds or Other Consideration
On February 24, 2004, the Reporting Person acquired a loan in the
principal amount of $200,000 payable by the Issuer pursuant to a
Revolving Credit Loan Agreement from Barry D. Lasker, the then
President and a Director of the Issuer, for $200,000 (the Loan"),
the current outstanding principal balance. The Reporting Person has
the option to convert all or any portion of the unpaid principal and
interest owed under the Revolving Credit Master Note issued in
connection with the Loan into Shares at a conversion price of $.40
per Share, or 500,000 Shares based on the current principal balance.
The Loan was acquired with working capital. Prior to this
transaction, two warrants issued to the Reporting Person to purchase
150,300 additional Shares and 500,000 additional Shares expired
March 10, 2003 and May 31, 2003, respectively.
Item 4. Purpose of Transaction
The Loan was acquired for investment purposes.
(a) None.
(b) None.
(c) None.
(d) None.
(e) None.
(f) None.
(g) None.
(h) None.
(i) None.
(j) None.
Item 5. Interest in Securities of the Issuer
(a) 2,507,500 Shares of Common Stock (23.6%) beneficially owned,
which includes 2,007,500 Shares and the Convertible Note for 500,000
additional Shares based on the current principal balance.
(b) Number of Shares as to which there is sole power to vote -
2,507,500; shared power to direct the vote - 0; sole power to direct
the disposition - 2,507,500; shared power to direct the disposition
- 0.
(c) None.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
None.
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.
SAMSON EXPLORATION N.L.
Date: 10 August 2004 By: /S/DENIS I. RAKICH
------------------------------------
Denis I. Rakich
Company Secretary