UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
June 28, 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 Kestrel Energy, Inc.
1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Nieuport Pty Ltd
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 1,005,000
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 1,005,000
Person With 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,005,000
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row (11)
9.9%
14) Type of Reporting Person
CO
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AMENDMENT NO. 1 TO
SCHEDULE 13D
NIEUPORT PTY LTD
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: Nieuport Pty Ltd
(b) Business PO Box 332
Address: GREENWOOD 6924
WESTERN AUSTRALIA
(c) Principal
Business and A wholly owned investment
Place of subsidiary of Sun Resources NL
Organization: incorporated in Australia
(d) Criminal
Proceedings: None
(e) Civil
Proceedings: None
DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING PERSON:
(a) Name: Peter Woods, Company Director
(b) Business Address: PO Box 332
GREENWOOD
WESTERN AUSTRALIA 6924
(c) Principal
Occupation,
Name of Business,
Principal Business
And Address: Company Secretary and Director of
Nieuport Pty Ltd
Same Address as Above
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(d) Criminal
Proceedings: None
(e) Civil
Proceedings: None
(f) Citizenship: Australian
Item 3. Source and Amount of Funds or Other Consideration
Effective June 28, 2004, in a private placement by the Issuer, the
Reporting Person exercised a warrant to purchase 335,000 Shares (the
"Warrant") for $167,500. Prior to exercise, the Warrant was not
exercisable if and to the extent that the Reporting Person would, by
such exercise or otherwise, be the beneficial owner of more than
8.99% of the Shares. The Company waived that provision at the
request of the Reporting Person.
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) 1,005,000 Shares of Common Stock beneficially owned.
(b) Number of Shares as to which there is sole power to vote -
1,005,000; shared power to direct the vote - 0; sole power to direct
the disposition - 1,005,000; shared power to direct the disposition
- 0.
(c) See Item 3.
(d) None.
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(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.
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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.
NIEUPORT PTY LTD
Date: 28 June 2004 By:/s/Peter Woods
---------------------------
Peter Woods
Director/Company Secretary
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