UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~May 20~~June 2, 2005

KESTREL ENERGY, INC.

(Exact name of registrant as specified in its charter)

Colorado	0-9261	84-0772451
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1726 Cole Boulevard, Suite 210	Lakewood, Colorado	80401
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(303)295-0344

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~Item 83.~~01.~~02 ~~OTHER~~Unregistered ~~EVENTS~~Sale of Equity Securities

~~Kestrel~~On February 24, 2004, a former officer and director of Kestrel Energy, Inc., (the “Company”) ~~Registrant,~~assigned ~~issued~~ a ~~press~~Revolving ~~release~~Credit onLoan Agreement dated May 205, ~~2005,~~2003 ~~announcing~~(the “Agreement”) and Revolving Master Credit Note (the ~~filing~~“Note”) ~~with~~from the Company ~~SEC~~to Samson Oil of& aGas ~~Schedule~~N.L., formerly ~~13E-3~~Samson ~~under~~Exploration ~~Rule~~N.L. ~~13e-3~~(“Samson”). The Agreement and the Note that was assigned to Samson provided for a ~~“going~~ ~~private~~maximum ~~transaction”~~loan ~~and~~to the Company of $200,000 with a ~~Schedule~~maturity ~~14A~~date ~~and~~of ~~Preliminary~~May ~~Proxy~~5, ~~Statement~~2005, ~~soliciting~~interest ~~the~~at ~~Registrant~~10% per annum. The Agreement and Note could be converted, at Samson’s ~~shareholders~~election, ~~for~~into ~~approval~~shares of athe ~~100-for-1~~Company’s ~~reverse stock~~Common ~~split~~Stock at $0.40 ~~Attached~~per asshare and ~~Exhibit~~was ~~99.1~~secured isby ~~that~~the ~~press~~Company’s ~~release~~oil ~~which~~and isgas interests in Campbell County, ~~incorporated~~Wyoming. byOn ~~reference~~October ~~herein~~29, 2004, Samson extended the due date of the Note to May 5, 2006.

~~ITEM 9~~On June 2, 2005, Samson converted the entire unpaid principal balance of $200,000 under the Agreement and Note into 500,000 shares of the Company’s Common Stock.~~01 FINANCIAL~~ The ~~STATEMENTS~~offer ~~AND~~and ~~EXHIBITS~~sale of the Note and the underlying shares of the Common Stock issued pursuant to the Note were exempt from registration under the Securities Act of 1933 (the “Act”) as a private offering to an “accredited investor” under Sections 4(2) and 4(6) of the Act and Rules 505 and 506 of Regulation D promulgated thereunder.

Item 9.01 Financial Statements and Exhibits

Exhibit No. ~~Description~~

99.1 Press Release dated May 20, 2005 of Kestrel Energy, Inc.

10.1	Revolving Credit Loan Agreement dated May 5, 2003 with Barry D. Lasker filed as Exhibit 99.1 to the Company’s Form 8-K dated May 5, 2003 and incorporated by reference herein.

10.2	Mortgage, Deed of Trust, Security Agreement, Assignment of Production and Financing Statement with Barry D. Lasker dated May 5, 2003 filed as Exhibit 99.2 to the Company’s Form 8-K dated May 5, 2003 and incorporated by reference herein.

10.3	Amendment to Revolving Credit Loan Agreement with Barry D. Lasker dated February 24, 2004 filed as Exhibit 10.1 to the Company’s Form 10-QSB for the period ended March 31, 2004 and incorporated by reference herein.

10.4	Assignment of Mortgage from Barry D. Lasker to Samson Exploration N.L. dated February 24, 2004 filed as Exhibit 10.2 to the Company’s Form 10-QSB for the period ended March 31, 2004 and incorporated by reference herein.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KESTREL ENERGY, INC. (Registrant) Date May 20, 2005 By: /s/Timothy L. Hoops Timothy L. Hoops, President


	KESTREL ENERGY, INC.
		(Registrant)
Date: June 3, 2005	By:	/s/ Timothy L. Hoops
		Timothy L. Hoops, President

Filing Compare · KESTREL ENERGY INC