UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Amendment No. 3)

 

 

 

 

GOLD RESERVE INC.

---

(Name of Issuer)

 

 

CLASS A COMMON STOCK, NO PAR VALUE

---

(Title of Class of Securities)

 

 

38068N108

---

(CUSIP Number)

 

 

Leonard Chazen, Esq.

Covington & Burling

1330 Avenue of the Americas

New York, New York 10019

(212) 841-1000

---

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

January 10, 2006

---

(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 §§240.13d-1(e) or 240.13d-1(f) or 240.13d-1(g), check the following box  ¨

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent.

---

CUSIP No 38068N108		Page 2 of 16 Pages

 

1		NAME OF REPORTING PERSON               Strongbow Capital, Ltd.   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON               None
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS               WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION               Cayman Islands, British West Indies

Number of Shares Beneficially Owned by Each Reporting Person With		7    SOLE VOTING POWER                   0   8    SHARED VOTING POWER                   2,017,700   9    SOLE DISPOSITIVE POWER                   0 10    SHARED DISPOSITIVE POWER                   2,017,700

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               2,017,700
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               5.7%
14		TYPE OF REPORTING PERSON               CO

 

 

---

CUSIP No 38068N108		Page 3 of 16 Pages

 

1		NAME OF REPORTING PERSON               Strongbow Capital Management, Ltd.   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON               None
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS               WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION               Cayman Islands, British West Indies

Number of Shares Beneficially Owned by Each Reporting Person With		7    SOLE VOTING POWER                   0   8    SHARED VOTING POWER                   2,017,700   9    SOLE DISPOSITIVE POWER                   0 10    SHARED DISPOSITIVE POWER                   2,017,700

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               2,017,700
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               5.7%
14		TYPE OF REPORTING PERSON               CO

 

 

---

CUSIP No 38068N108		Page 4 of 16 Pages

 

1		NAME OF REPORTING PERSON               Kappa Alpha Ltd.   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON               None
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS               WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION               Isle of Man

Number of Shares Beneficially Owned by Each Reporting Person With		7    SOLE VOTING POWER                   60,000   8    SHARED VOTING POWER                   0   9    SOLE DISPOSITIVE POWER                   60,000 10    SHARED DISPOSITIVE POWER                   0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               60,000
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               0.2%
14		TYPE OF REPORTING PERSON               CO

 

 

---

CUSIP No 38068N108		Pages 5 of 16 Pages

 

1		NAME OF REPORTING PERSON               Sky Hill Limited   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON               None
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS               WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION               Isle of Man

Number of Shares Beneficially Owned by Each Reporting Person With		7    SOLE VOTING POWER                   50,000   8    SHARED VOTING POWER                   0   9    SOLE DISPOSITIVE POWER                   50,000 10    SHARED DISPOSITIVE POWER                   0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               50,000
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               0.1%
14		TYPE OF REPORTING PERSON               CO

 

 

---

CUSIP No 38068N108		Pages 6 of 16 Pages

 

1		NAME OF REPORTING PERSON               Raymond A.D. French   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS               WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION               Republic of Ireland

Number of Shares Beneficially Owned by Each Reporting Person With		7    SOLE VOTING POWER                   0   8    SHARED VOTING POWER                   2,017,700   9    SOLE DISPOSITIVE POWER                   0 10    SHARED DISPOSITIVE POWER                   2,017,700

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               2,017,700
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               5.7%
14		TYPE OF REPORTING PERSON               IN

 

 

---

CUSIP No 38068N108		Pages 7 of 16 Pages

 

1		NAME OF REPORTING PERSON               Alys G.C. French   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS               00
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION               Republic of Ireland

Number of Shares Beneficially Owned by Each Reporting Person With		7    SOLE VOTING POWER                   0   8    SHARED VOTING POWER                   25,875   9    SOLE DISPOSITIVE POWER                   0 10    SHARED DISPOSITIVE POWER                   25,875

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               25,875
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               0.1%
14		TYPE OF REPORTING PERSON               IN

 

 

---

CUSIP No 38068N108		Pages 8 of 16 Pages

 

1		NAME OF REPORTING PERSON               Raymond J.R. French   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  x
3		SEC USE ONLY
4		SOURCE OF FUNDS               00
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION               Republic of Ireland

Number of Shares Beneficially Owned by Each Reporting Person With		7    SOLE VOTING POWER                   0   8    SHARED VOTING POWER                   25,875   9    SOLE DISPOSITIVE POWER                   0 10    SHARED DISPOSITIVE POWER                   25,875

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               25,875
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               0.1%
14		TYPE OF REPORTING PERSON               IN

 

 

---

CUSIP No 38068N108		Page 9 of 16 Pages

 

This Amendment No. 3 to Schedule 13D (the “Schedule 13D”) is filed on January 10, 2006 with the U.S. Securities and Exchange Commission (the “SEC”) by Strongbow Capital, Ltd., Strongbow Capital Management, Ltd., Sky Hill Limited, Kappa Alpha Ltd., Raymond A.D. French, Raymond J.R. French and Alys G.C. French.

 

Item 1. Security and Issuer

 

This Amendment No. 3 to Schedule 13D is filed with respect to the Class A common stock no par value (“Common Stock”) of Gold Reserve Inc., a Yukon Territory (Canada) corporation (“Gold Reserve” or the “Company”). The principal offices of Gold Reserve are located 926 West Sprague Avenue, Suite 200, Spokane, Washington 92201.

 

Item 2. Identity and Background

 

This Statement is filed on behalf of Strongbow Capital, Ltd., Strongbow Capital Management, Ltd., Sky Hill Limited, Kappa Alpha Ltd., Raymond A.D. French, Raymond J.R. French and Alys G.C. French, who are referred to as the “Filing Parties”.

 

Items 2(a)-(c), (f)

 

I. Filing Parties

 

1. Strongbow Capital, Ltd. (“Strongbow”) is a limited liability company organized under the laws of the Cayman Islands, British West Indies with its principal office and business at Queensgate House, South Church Street, P.O. Box 1234GT, Cayman Islands, British West Indies. Strongbow is an investor in equity securities, and it is managed by its Board of Directors.

 

2. Strongbow Capital Management, Ltd. (“SCM”) is a limited liability company organized under the laws of the Cayman Islands, British West Indies with its principal office and business at Queensgate House, South Church Street, P.O. Box 1234GT, Cayman Islands, British West Indies. SCM acts as an investment manager to Strongbow. SCM is the sole owner of the voting shares of Strongbow and is the controlling entity of Strongbow.

 

3. Kappa Alpha Ltd. (“Kappa”) is a corporation organized under the laws of the Isle of Man with its principal office and business at International House, Victoria Road, Douglas, Isle of Man IM2 4RB. Kappa is an investment company specializing in undervalued shares.

 

4. Sky Hill Limited (“Sky Hill”) is a corporation organized under the laws of the Isle of Man with its principal office and business at Ballacoyne, Cammall, Kirk Michael, Isle of Man IM6 1AU.

 

5. Raymond A.D. French is a citizen of the Republic of Ireland whose address is Delaporte Point TH3, Box CB 13016, Nassau, Bahamas. Mr. French is a company director and is the controlling person of SCM. Mr. French’s email address is: rayfrench@strongbow-capital.com.

 

6. Raymond J.R. French is a citizen of the Republic of Ireland whose occupation is company director. His address is Ballacoyne, Cammall, Kirk Michael, Isle of Man IM6 1AU.

 

7. Alys G. C. French is a citizen of the Republic of Ireland whose occupation is homemaker. Her address is Ballacoyne, Cammall, Kirk Michael, Isle of Man IM6 1AU.

 

 

-9-

---

CUSIP No 38068N108		Page 10 of 16 Pages

 

II. Executive Officers and Directors.

 

Strongbow has no executive officers. The names, present principal occupations and business addresses of the directors of Strongbow are set forth below.

 

Name		Occupation		Address		Citizenship
Raymond A.D. French		Company Director		Delaporte Point TH3 Box CB13016 Nassau Bahamas		Republic of Ireland
Raymond J.R. French		Company Director		Ballacoyne Cammall Kirk Michael Isle Of Man IM6 1AU		Republic of Ireland

 

SCM has no executive officers. The names, present principal occupations and business addresses of the directors of SCM are set forth below.

 

Name		Occupation		Address		Citizenship
Raymond A.D. French		Company Director		Delaporte Point TH3 Box CB13016 Nassau Bahamas.		Republic of Ireland
Raymond J.R. French		Company Director		Ballacoyne Cammall Kirk Michael Isle Of Man IM6 1AU		Republic of Ireland

 

Sky Hill has no executive officers. The names, present principal occupations and business addresses of the directors of Sky Hill are set forth below.

 

Name		Occupation		Address		Citizenship
Raymond J.R. French		Company Director		Ballacoyne, Cammall Kirk Michael Isle Of Man IM6 1AU		Republic of Ireland
Alys G. C. French		Homemaker		Ballacoyne, Cammall Kirk Michael Isle Of Man IM6 1AU		Republic of Ireland

 

-10-

---

CUSIP No 38068N108		Page 11 of 16 Pages

 

Kappa has no executive officers. The names, present principal occupations and business addresses of the directors of Kappa are set forth below.

 

Name		Occupation		Address		Citizenship
Raymond J.R. French		Company Director		Ballacoyne Cammall Kirk Michael Isle Of Man IM6 1AU		Republic of Ireland
Elaine Higgins		Company Director		International House Victoria Road Douglas Isle of Man IM2 4RB		United Kingdom
Diane Palmer		Company Director		International House Victoria Road Douglas Isle of Man IM2 4RB		United Kingdom

 

Items 2(d). Criminal Proceedings

 

During the last five years, neither the Filing Parties (or a controlling entity thereof) nor any executive officer or director of the Filing Parties (or a controlling entity thereof) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

Item 2(e) Civil Securities Law Proceedings

 

During the last five years, neither the Filing Parties (or a controlling entity thereof) nor any executive officer or director of any of the Filing Parties (or a controlling entity thereof) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Each of the filing parties used working capital to fund their purchases of shares of Common Stock except for Raymond J.R. French and Alys G.C. French who have used personal funds.

 

Item 4. Purpose of Transaction.

 

The Filing Parties now own a total of 2,153,575 shares, or 6.1% of the Company’s total outstanding Common Stock.

 

-11-

---

CUSIP No 38068N108		Page 12 of 16 Pages

 

The Filing Parties acquired the shares of the Company’s Common Stock owned by them for investment purposes. The Filing Parties may in the future take such action with respect to their investment in the Company’s Common Stock as they deem appropriate including, without limitation, purchasing additional shares of the Company’s Common Stock or selling some or all of the shares of the Company’s Common Stock owned by them.

 

The Filing Parties may communicate their views regarding the Company and its business to management, the board of directors, other shareholders, securities industry professionals, financial journalists, and parties that may be interested in a strategic transaction with the Company.

 

No Filing Party has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Schedule 13D except as set forth herein.

 

Item 5. Interest in Securities of the Issuer.

 

(a) The following table sets forth information with respect to the Shares beneficially owned by each Reporting Person as of the close of business on January 10, 2006:

 

Name		Number of Shares		Approximate Percentage of Outstanding Shares1
Strongbow		2,017,700		5.7	%
SCM		2,017,700		5.7	%
Kappa		60,000		0.2	%
Sky Hill		50,000		0.1	%
Raymond A.D. French		2,017,700		5.7	%
Raymond J.R. French		25,875		0.1	%
Alys G.C. French		25,875		0.1	%

 

(b) Strongbow has shared power to dispose or direct the disposition of 2,017,700 shares of Common Stock.

 

SCM has shared power to dispose or direct the disposition of 2,017,700 shares of Common Stock.

 

Kappa has sole power to dispose or direct the disposition of 60,000 shares of Common Stock.

 

Sky Hill has sole power to dispose or direct the disposition of 50,000 shares of Common Stock.

 

Raymond A.D. French has shared power to dispose or to direct the disposition of 2,017,700 shares of Common Stock.

 

Raymond J.R. French has shared power to dispose or direct the disposition of 25,875 shares of Common Stock.

 

Alys G.C. French has shared power to dispose or direct the disposition of 25,875 shares of Common Stock.

 

(c) There have been no transactions with respect to Common Stock since the filing of Amendment No. 2 to the Schedule 13D by the Filing Parties.

 

---

1	Computed on the basis of 35,125,437 shares of Common Stock outstanding as of September 30, 2005 as set forth in the Company’s Form 6-K, filed with the Securities and Exchange Commission on November 14, 2005.

 

-12-

---

CUSIP No 38068N108		Page 13 of 16 Pages

 

(d) In certain circumstances, SCM may have the right to receive a portion of the proceeds of the sale by Strongbow of greater than five percent of the shares of the class of Common Stock.

 

Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.

 

Under an agreement between SCM and Kappa, SCM is entitled to compensation equal to 20% of the gain realized by Kappa on its investment. Each of the Filing Parties has also agreed to share expenses related to their investment in the Company.

 

Item 7. Material to be filed as Exhibits.

 

None.

 

-13-

---

CUSIP No 38068N108		Page 14 of 16 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: January 10, 2006

 

 

-14-