UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) 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) 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 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 2,657,800 Beneficially Owned 8) Shared Voting Power 0 By Each Reporting 9) Sole Dispositive Power 2,657,800 Person With 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,657,800 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13) Percent of Class Represented by Amount in Row (11) 27.2% 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"), 999 18th Street, Suite 2490, Denver, Colorado 80202 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 DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING PERSON: (a) Name: Malcolm Alec Burne, Company Director (b) Business Golden Prospect plc Address: 1st Floor, 143-149 Great Portland Street London WIN 5FB ENGLAND (c) Principal Occupation, Name of Business, Principal Business and Address: Managing Director - Same Address (d) Criminal Proceedings: None (e) Civil Proceedings: None (f) Citizenship: British ------------------------------------------------------------- (a) Name: Neil Thacker MacLachlan, Company Director (b) Business Hill Young & Associates Address: Level 21, Governor Phillip Tower 1 Farrar Place Sydney, NSW, 2000 AUSTRALIA (c) Principal Occupation, Name of Business, Principal Business and Address: Director - 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: Samson Exploration N.L. Level 36, Exchange Plaza 2 The Esplanade Perth, WA, 6000 AUSTRALIA (c) Principal Occupation, Name of Business, Principal Business and Address: Company Secretary - Same Address (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, the Reporting Person purchased 500,000 units, consisting of 500,000 Shares and a warrant to purchase 500,000 additional 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) 2,657,800 Shares of Common Stock (27.2%) beneficially owned. (b) Number of Shares as to which there is sole power to vote - 2,657,800; shared power to direct the vote - 0; sole power to direct the disposition - 2,657,800; 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: 19 September 2002 By:/s/Denis I. Rakich Denis I. Rakich Company Secretary