UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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 Seventeenth Street, Suite 500
Denver, Colorado 80202
(303) 892-9400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 28, 2002
(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
Golden Prospect Plc
2) Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
3) SEC USE ONLY
4) Source of Funds
OT
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
LONDON, ENGLAND
Number of Shares 7) Sole Voting Power 1,038,500
Beneficially Owned 8) Shared Voting Power 2,657,800
By Each Reporting 9) Sole Dispositive Power 1,038,500
Person With 10) Shared Dispositive
Power 2,657,800
11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,696,300
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
37.5%
14) Type of Reporting Person
OO
SCHEDULE 13D/A
GOLDEN PROSPECT PLC
Item 1 Security and Issuer
No par value Common Stock ("the Shares") of Kestrel Energy, Inc.
(the "Company"), 999 18th Street, Suite 2490, Denver, Colorado 80202
Item 2 Identity and Background
(a) Name: Golden Prospect Plc
(b) Business 1st Floor, 143-149 Great Portland Street
Address: London W1N 5FB
ENGLAND
(c) Principal
Business and
Place of
Organization: A publicly traded mining investment
company registered in London,
England
(d) Criminal
Proceedings: None
(e) Civil
Proceedings: None
DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING PERSON:
(a) Name: Malcolm Alec Burne, Company Director
(b) Business
Address: Leigh Cottage
3 Claremont Drive
Claremont Park
Esher
Surrey KT10 9LU
UNITED KINGDOM
(c) Principal
Occupation,
Name of Business,
Principal Business
and Address: Managing Director for Golden Prospect Plc
Same Address as for Golden
(d) Criminal
Proceedings: None
(e) Civil
Proceedings: None
(f) Citizenship: British
-------------------------------------------------------------
(a) Name: Neil Thacker MacLachlan, Company Director
(b) Business
Address: 42A Lennox Gardens
London SW1X 0DH
ENGLAND
(c) Principal
Occupation,
Name of Business,
Principal Business
and Address: Consultant, Markham Associates, an
investment and advisory company. Clients
include Golden Prospect Plc
Same Address as Above
(d) Criminal
Proceedings: None
(e) Civil
Proceedings: None
(f) Citizenship: British
-------------------------------------------------
(a) Name: Nathan Anthony Steinberg,
Company Director
(b) Business
Address: 9 Bancroft Avenue
London N2 0AM
UNITED KINGDOM
(c) Principal
Occupation,
Name of Business,
Principal Business
and Address: Partner of Munslow & Messias
Chartered Accountants
Same Address as Above
(d) Criminal
Proceedings: None
(e) Civil
Proceedings: None
(f) Citizenship: British
-------------------------------------------------
(a) Name: Denis Ivan Rakich, Alternate Director
(b) Business
Address: 36th Floor, Exchange Plaza
2 The Esplanade
Perth WESTERN AUSTRALIA 6000
(c) Principal
Occupation,
Name of Business,
Principal Business
and Address: Company Secretary for Elstree Nominees
Pty Ltd.
Same Address as Above
(d) Criminal
Proceedings: None
(e) Civil
Proceedings: None
(f) Citizenship: Australian
-------------------------------------------------
The Reporting Person owns 29.95% of Samson Exploration N.L. which beneficially
owns 2,657,800 Shares (including Warrants to purchase up to 650,300 Shares), or
27.2%, of the Company.
DIRECTORS AND EXECUTIVE OFFICERS OF SAMSON EXPLORATION N.L.:
(a) Name: Malcolm Alec Burne, Company Director
(b) Business
Address: Leigh Cottage
3 Claremont Drive
Claremont Park
Esher
Surrey KT10 9LU
UNITED KINGDOM
(c) Principal
Occupation,
Name of Business,
Principal Business
and Address: Company and Managing Director for Golden
Prospect Plc
Same Address as for Golden
(d) Criminal
Proceedings: None
(e) Civil
Proceedings: None
(f) Citizenship: British
-------------------------------------------------
(a) Name: Neil Thacker MacLachlan, Company Director
(b) Business
Address: 42A Lennox Gardens
London SW1X 0DH
ENGLAND
(c) Principal
Occupation,
Name of Business,
Principal Business
and Address: Consultant, Markham Associates, an
investment and advisory company. Clients
include Golden Prospect Plc
Same Address as Above
(d) Criminal
Proceedings: None
(e) Civil
Proceedings: None
(f) Citizenship: British
-------------------------------------------------
(a) Name: David Thorwald Cairns, Company Director
(b) Business
Address: 119 Grant Street
Cottesloe 6001
WESTERN AUSTRALIA
(c) Principal
Occupation,
Name of Business,
Principal Business
and Address: Geologist for Resolute Limited
Holding & Oil and Gas Exploration Company
Level 10, Exchange Plaza
2 The Esplanade
Perth 6000
WESTERN AUSTRALIA
(d) Criminal
Proceedings: None
(e) Civil
Proceedings: None
(f) Citizenship: Australian
------------------------------------------------
(a) Name: Denis Ivan Rakich, Company Director
(b) Business
Address: Elstree Nominees Pty Ltd
36th Floor, Exchange Plaza
2 The Esplanade
Perth WESTERN AUSTRALIA 6000
(c) Principal
Occupation,
Name of Business,
Principal Business
and Address: Company Secretary
Same Address as Above
(d) Criminal
Proceedings: None
(e) Civil
Proceedings: None
(f) Citizenship: Australian
Item 3. Source and Amount of Funds or Other Consideration
On April 28, 2002, Samson Exploration N.L., which is 29.95% owned by
the Reporting Person purchased 500,000 units, consisting of 500,000
Shares and a warrant to purchase 500,000 Shares, for $350,000 as
part of an offering by the Issuer under Regulations D and S of the
Securities Act of 1933. All of the Shares, including the warrant,
were acquired with working capital.
Item 4. Purpose of Transaction
The Shares were 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) 3,696,300 Shares of Common Stock (37.5%) beneficially owned.
(b) Number of Shares as to which there is sole power to vote -
1,038,500; shared power to direct the vote - 2,657,800; sole power
to direct the disposition - 1,038,500; shared power to direct the
disposition - 2,657,800.
(c) See Item 3.
(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.
GOLDEN PROSPECT PLC
Date: 19 September 2002 By:/s/Denis Ivan Rakich
Denis Ivan Rakich,
Alternate Director