UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 20-F
      REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
      EXCHANGE ACT OF 1934
                                       OR
  X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 For the calendar year ended December 31, 2001
                                       OR
      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the transition period from _________________ to ________________

                         Commission file number 0-28794

                          CityView Corporation Limited
             (Exact name of Registrant as specified in its charter)

                          Western Australia, Australia
                 (Jurisdiction of incorporation or organization)
               63 Burswood Road, Burswood, Western Australia 6100
                    (Address of principal executive offices)


Securities registered or to be registered pursuant to Section 12(b) of the Act.

         Title of each class           Name of each exchange on which registered
                 NONE                                    N/A

Securities registered or to be registered pursuant to Section 12(g) of the Act.
                                Ordinary Shares
                                (Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
                                      NONE
                                (Title of Class)
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
               56,761,616 ordinary shares as at December 31, 2001

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
X Yes No

Indicate by check mark which financial statement item the registrant has elected
to follow.
X Item 17 Item 18

(APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING THE
PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes        No                 Not applicable

<PAGE>
                                     PART I

  ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

  Providing information called for in Item 1 is not required for filing a Form
  20-F as an Annual Report under the Exchange Act. Nevertheless, the Company is
  providing its "Corporate Directory" updated from as it appeared in the Annual
  Report for the year ended December 31, 2001 as filed with Australian Stock
  Exchange Limited.

Directors
Yusufali M Jumabhoy        Chairman
Peter Mark Smyth           Vice Chairman
Goh Yong Kheng             Chief Executive
Ee Beng Yew                Director
Thinagaran                 Director

Company Secretary
Warren Martin Baillie

Registered Office and place of business
63 Burswood Road
Burswood  Western Australia    6100

Telephone:    (61-8) 6250 9099
Facsimile:    (61-8) 6250 9088
Email:        info@cityviewcorp.com
Web:          www.cityviewcorp.com

                                       2
<PAGE>

Auditors - Australia
BDO Chartered Accountants
(member of the Australian Institute of Chartered Accountants)
267 St George's Terrace
Perth   Western Australia   6000

Auditors - USA
Feldman Sherb & Co., P C
805 Third Avenue,
New York NY 10022

Stock Exchange Listings
Australian Stock Exchange Limited
Trading symbol: CVI

NASD OTC Bulletin Board
Trading symbol: CTVWF

                                       3
<PAGE>

Australian Share Registry
Computershare Registry Services
45 St. George's Terrace,
Perth Western Australia, 6000

Telephone:   (61-8) 9323 2000
Facsimile:   (61-8) 9323 2033

USA Share Registry
Computershare Trust Company, Inc

350 Indiana Street, Suite 800
Golden, Colorado CO 80401
Denver, Colorado 80202-1817

Telephone:    (303) 262 0600
Facsimile:    (303) 262 0603

Attorney - Australia
Simon Watson
17 Ord Street
West Perth Western Australia  6005

Attorney - USA
Gary B Wolff, P C
747 Third Avenue
New York NY 10017


                                       4

<PAGE>
  ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE
  Not applicable

  ITEM 3.  KEY INFORMATION

  A.   Selected financial data          Selected Consolidated Financial Data

  The selected historical data presented below has been derived from the
  financial statements of the Company, which have been examined by Feldman Sherb
  and Co., P.C. in their report for the years ended December 31, 2001, 2000,
  1999, and 1998 and by Deloitte Touche Tohmatsu, Chartered Accountants, in
  their report for the year ended December 31, 1997

  The consolidated financial statements are presented in Australian dollars and
  have been prepared in accordance with Australian generally accepted accounting
  principles ("Australian GAAP"), which may vary in certain respects from
  generally accepted accounting principles in the United States ("US GAAP").

  The following table summarizes certain financial information and should be
  read in conjunction with "Item 5 - Operating and Financial Review and
  Prospects." The Company has not declared a dividend during each of the years
  ended December 31,1997, 1998, 1999, 2000 and 2001. There were significant
  fluctuations in revenues and net income (loss) between the years stated in the
  table below. Please refer to Item 5 - Operating and Financial Review and
  Prospects. For the reasons set forth herein the information shown below may
  not be indicative of the Company's future results of operation.
<TABLE>
<CAPTION>
  Statement of Loss and Accumulated Deficit Data:
                        Year Ended       Year Ended       Year Ended       Year Ended       Year Ended
                       December 31,     December 31,     December 31,     December 31,     December 31,
                           1997             1998             1999             2000             2001
                       -------------- ----------------- ---------------- ---------------- ---------------
<S>                           <C>              <C>              <C>              <C>              <C>
   Amounts in              AUD$             AUD$             AUD$             AUD$             AUD$
   Accordance with
   Australian GAAP

   Income Statement
   Data:

   Operating
   revenues                        -                 -                -                -               -

   Loss from
   continuing
   operations (1)        (2,382,196)      (20,362,087)     (11,095,107)      (5,537,576)     (4,165,287)

   Per Ordinary
   Share (dollars)
   (2)                        (0.21)            (1.53)           (0.70)            (.13)           (.08)

   Balance Sheet
   Data:

   Total Assets           24,688,249        13,247,886        7,579,445       16,227,889      15,857,736

   Shareholders'
   equity                 16,150,035       (2,803,225)        5,491,274       15,936,943      15,749,381

   Amounts in
   Accordance with
   US GAAP

   Income Statement
   Data:

   Operating Revenues              -                 -                -                -               -

   Loss from
   continuing
   operations (1)       (20,973,206)      (12,188,902)      (8,043,615)     (10,373,578)     (4,374,487)

   Per Ordinary
   Share (dollars)
   (2)                        (1.84)             (.92)           (0.51)            (.25)           (.08)

   Balance Sheet
   Data:

   Total Assets            5,052,513           737,413          136,645        4,165,087       3,794,934

   Shareholders'
   equity                (3,485,701)      (15,313,698)      (1,951,526)        3,874,141       3,686,579
</TABLE>
(1) Net income  (loss)  consists of  operating  profit  (loss)  after income tax
attributable to members of the parent entity.
(2) Per share data has been retroactively restated to reflect the effects of a 1
for 5 reverse stock split effective April 14, 1997.
                                       5
<PAGE>

  Exchange Rates

  Solely for informational purposes, this Form 20-F contains translations of
  certain Australian dollar amounts into or from US dollars at a specified rate.
  These translations should not be construed as representation that the
  Australian dollar amounts represented in the US dollar amounts indicated, or
  could be converted into or from US dollars at the rate indicated. The
  following table sets forth, for the financial periods indicated, certain
  information concerning the Noon Buying Rate for Australian dollars expressed
  in US dollars per AUD$1.00.



           Period                     High       Low     Period-End  Average(1)
  -------------------------------   ---------- --------- ---------- -----------
  12 months to December 31, 1997     0.7944     0.6515     0.6515     0.7428
  -------------------------------   ---------- --------- ---------- -----------
  12 months to December 31, 1998     0.6806     0.5500     0.6139     0.6150
  -------------------------------   ---------- --------- ---------- -----------
  12 months to December 31, 1999     0.6569     0.62.40    0.6500     0.6429
  -------------------------------   ---------- --------- ---------- -----------
  12 months to December 31, 2000     0.6685     0.5073     0.5599     0.5828
  -------------------------------   ---------- --------- ---------- -----------
  12 months to December 31, 2001     0.5727     0.4773     0.5115      0.5182
  -------------------------------   ---------- --------- ---------- -----------
  December 1 to December 31, 2001    0.5227     0.5035     0.5115      0.5145
  January 1 to January 31, 2002      0.5276     0.5049     0.5069      0.5172
  February 1 to February 28, 2002    0.5198     0.5052     0.5156      0.5130
  March 1 to March 31, 2002          0.5355     0.5148     0.5339      0.4255
  April 1 to April 30, 2002          0.5461     0.5256     0.5393      0.5362
  May 1 to May 31, 2002              0.5665     0.5339     0.5644      0.5493

  At June 5, 2002 the Australian dollar expressed in US dollars per AUD$1.00 is
   $0.5730.

  [1] Represents the average of the Noon Buying Rates on the last day of each
  month during the period.


  Nature Of Trading Market

The Company's ordinary shares commenced trading on the Australian Stock Exchange
Limited on January 2, 1992 and commenced trading on the Electronic
Over-the-Counter Bulletin Board in the United States on April 11, 1997. The
Company subsequently gained clearance to trade on the NASDAQ Small Capital
Market on June 11, 1997 and continuously traded on that exchange until its
delisting effective May 8, 2000 subsequent to a February 11, 2000 oral hearing
before the NASDAQ Listing Qualifications Panel which delisting was upheld (upon
Company appeal) by the NASDAQ Listing and Hearing Review Council on October 25,
2000. On December 29, 2000 the Company's securities were listed for trading on
the NASD Electronic Over The Counter Bulletin Board ("OTCBB").

  As of May 31, 2002 the Company had 1,239 holders of record of its Ordinary
Shares.

                                       6
<PAGE>


  The Company has not paid any dividends since it's inception and does not
  anticipate paying any dividends on its Ordinary Shares in the foreseeable
  future.

  The following reflects the high and low bid price for the Company's Ordinary
  Shares as reflected on the Australian Stock Exchange Limited for the last
  three years.


  Quarter Ending           High       High         Low          Low      Volume
                           AUD$        US$         AUD$         US$     in 000's
  ---------------------- ---------- ---------- ------------ ------------- ------
  March 31 1999            1.02       0.69         0.63          0.34      1,551
  ---------------------- ---------- ---------- ------------ ------------- ------
  June 30 1999             0.80       0.53         0.55          0.31       929
  ---------------------- ---------- ---------- ------------ ------------- ------
  September 30 1999        1.00       0.71         0.47          0.22      2,748
  ---------------------- ---------- ---------- ------------ ------------- ------
  December 31 1999         0.95       0.59         0.65          0.31      9,423
  ---------------------- ---------- ---------- ------------ ------------- ------
  March 31 2000            3.91       2.72         0.56          0.34    132,174
  ---------------------- ---------- ---------- ------------ ------------- ------
  June 30 2000             2.30       1.47         0.75          0.34     34,245
  ---------------------- ---------- ---------- ------------ ------------- ------
  September 30 2000        1.74       1.13         0.92          0.38      9,004
  ---------------------- ---------- ---------- ------------ ------------- ------
  December 31 2000         1.17       0.50         0.61          0.16     13,205
  ---------------------- ---------- ---------- ------------ ------------- ------
  March 31, 2001           1.14       0.64         0.35          0.18     16,864
  ---------------------- ---------- ---------- ------------ ------------- ------
  June 30, 2001            0.57       0.30         0.33          0.15     15,892
  ---------------------  -------------------------------------------------------
  September 31, 2001       0.39       0.18         0.20          0.10      8,257
  ------------------------------------------------------------------------------
  December 31, 2001        0.27       0.13         0.15          0.07      9,455
  ------------------------------------------------------------------------------
  March 31, 2002           0.29       0.16         0.16.5       0.7.7     12,780

                                       7
<PAGE>

  ITEM 3 A (i)      COMPANY AUDITORS

  BDO Chartered Accountants (through their office in Perth, Western Australia)
  is the Company's independent auditors in connection with its reporting
  obligations in Australia only while Feldman Sherb & Co., P.C. ("FS") is the
  Company's independent auditors in connection with US reporting obligations.


  B.   Capitalization and indebtedness
  Not applicable

  C.   Reasons for the offer and use of proceeds
  Not applicable

  D.   Risk factors

  Risks in respect of the Company's energy portfolio

  The future profitability and viability of operations and activities in the
  Company's energy portfolio will depend on a number of risks including but not
  limited to the following:

1.       Commodity prices and in particular the price of oil and gas;
2.       Currency exchange rate fluctuations;
3.       The  strength  of the equity markets at the time of any capital raising
         by the Company;
4.       Judicial decisions and legislative amendments;
5.       Environmental management issues with which the Company may from time to
         time have to comply;
6.       General  economic  conditions in Australia and south east Asian
         countries and their major trading  partners and in particular
         inflation rates, commodity supply and demand factors and industrial
         disruption;
7.       Risks inherent in  exploration  including,  amongst other things,
         successful  exploration,  identification,  development  and
         exploitation of use of resources and reserves,and competent management;
8.       Political stability of south east Asian countries.

                                       8
<PAGE>

  There is no assurance that any of the Company's energy properties contain
  significant commercially viable reserves until appropriate and sufficient
  exploration work is done and an economic and feasibility study based upon such
  work is conducted and concluded. The Company also owned certain gold interests
  which were disposed of during 1999.

  Recoverability of loans by the Company to other companies.

  The loans of AUD$7,952,187 to Medco Madura Pty Ltd and Medco Simenggaris Pty
  Ltd represent moneys owing to the Company for work previously carried out on
  the Madura and Simenggaris blocks in Indonesia and paid for by the Company.
  The ultimate recoverability of these loans is dependent upon the future
  development and successful exploitation of the Madura and Simenggaris blocks
  by those companies.

  Early in 2000, CityView acquired the rights to take up a strategic interest in
  Sands Solutions Group Pty Ltd ("Sands Solutions"), a developer of integrated
  B2B applications. Under the terms of the Heads of Agreement, CityView agreed
  to make a commercial loan to Sands Solutions with the right to convert the
  loan into equity upon conclusion of extensive due diligence and an independent
  valuation. CityView has advanced AUD$3 million under the terms of the loan.
  The loan to Sands Solutions is secured by a registered fixed and floating
  charge over all the assets and undertaking of that company. Its recoverability
  is reliant in the normal course of trading on the planned expansion of and
  increased revenues from the businesses conducted by Sands Solutions or the
  sale of those businesses and other assets of that company. On 26 February 2002
  Curtin Consultancy Services advised CityView that it had formed the view that
  there was sufficient potential value in the intellectual property rights owned
  by Sands Solutions to provide security for the loan of AUD$3 million. If the
  Company acquires an interest in Sands Solution then it would set off the loan
  against any purchase money payable for that acquisition.

                                       9

<PAGE>

  ITEM 4.  INFORMATION ON THE COMPANY

  A.   History and development of the Company

  The term "Company" refers to CityView Corporation Limited, a corporation
  organized under the laws of Western Australia on May 3, 1987, and its one
  wholly owned subsidiary CityView Asia Pty Ltd. During 2000 the Company
  deregistered five of the Company's subsidiary companies as these companies
  were inactive and superfluous to the Company's requirements. The names of
  these companies were: Western Akar Petroleum Pty Ltd; Western Wisesa Petroleum
  Pty Ltd; Western Nusantara Energi Pty Ltd; Western Resources NL; and Western
  Sangkimah NL. Another two of the Company's former subsidiaries (Western Madura
  Pty Ltd and Western Simenggaris Petroleum Pty Ltd) are no longer subsidiaries
  of the Company as these companies are now controlled by Pt Medco Energi
  Corporation which now owns 75% of the shares in each of these companies.

  The Company publishes its consolidated financial statements expressed in
  Australian dollars. In this document, references to "US dollars" or "US$" are
  to the currency of the United States of America and references to "Australian
  Dollars" or "AUD$" are to currency of Australia. Solely for convenience, Form
  20-F contains translations of certain Australian dollar amounts into US
  dollars at specified rates. These translations should not be construed as
  representations that the Australian dollar amounts actually represent such US
  dollar amounts or could have been or could be converted into US dollars at the
  rates indicated or any other rates. For information regarding rates of
  exchange between Australian dollars and US dollars from 1991 to the present,
  see "Item 3A. Selected Financial Data - Exchange Rates."

  The current financial period is for the twelve months ended December 31, 2001.
  References in this document to a particular prior year are to the calendar
  year unless otherwise indicated. The Company produces annual reports
  containing audited consolidated financial statements and an opinion thereon by
  the Company's independent public accountants. Such financial statements have
  been audited in accordance with Australian Standards ("AIS"). The Company also
  produces quarterly reports as required by Australian Stock Exchange Limited,
  which contain selected financial information, and notices to shareholders of
  the Company. The Company also produces financial statements prepared in
  accordance with Australian Accounting Principles ("AAP"), which are required
  to be furnished to shareholders under Australian law. AAP may vary in certain
  respects from Generally Accepted Accounting Principles in the United States
  ("US GAAP"). A reconciliation between Australian and US GAAP for the financial
  periods ended December 2001, 2000, 1999, and 1998 are disclosed in footnote 25
  to the financial statements contained herein.

  The Company is a corporation organized under the laws of Western Australia on
  May 3, 1987 under the name CityView Investments Limited and was listed on
  Australian Stock Exchange Limited as an investment company. The Company was
  initially listed on the Second Board of the Perth Stock Exchange on October
  20, 1987 and was transferred to the Main Board of Australian Stock Exchange
  Limited on January 2 1992. The Company changed its name to CityView
  Corporation Limited on August 9 1996, to CityView Energy Corporation Limited
  on May 19, 1996 and on May 31, 2000 changed its name to CityView Corporation
  Limited. CityView's investments were focused originally on realty, then gold
  and realty, then energy and gold and then e-commerce and energy. Since early
  2002 the Company's investments have focused primarily on energy.

                                       10
<PAGE>

  Australian Government Regulation

  The Australian Securities and Investments Commission is an Australian
  government instrumentality that administratively enforces the Australian
  Corporations Act 2001, which is the main body of law regulating companies in
  Australia. The Corporations Act 2001 covers matters such as directors' duties
  and responsibilities, preparation of accounts, auditor control, issue and
  transfer of shares, control of shareholder meetings, rights of minority
  interests, amendments to capital structure, preparation and filing of public
  documents such as annual reports, changes in directors and changes in capital.

  Australian Stock Exchange Limited imposes listing rules on all listed
  companies, including the Company. The listing rules cover such issues as
  immediate notification to the market of relevant information, periodic
  financial reporting and the prior approval of shareholder reports by the
  Australian Stock Exchange Limited.

                                       11
<PAGE>

  The Company believes that it is in compliance with the foregoing Australian
laws and regulations.

  B.   Business overview

  General

  The Company identified Indonesia for its focus for acquisitions and
  development of oil and gas reserves. Indonesia was selected after considering
  prospectively for oil and gas, demand for the produced product, availability
  of supportive infrastructure, foreign company participation terms and
  conditions and sovereign risk.

  Benefits Associated with Indonesia

  Indonesia has a record for honouring participation agreements and keeping tax
  and terms stable. The process for co-operation with domestic and foreign
  parties is explained as follows:

    o      All oil and natural gas exploitation in Indonesia is the
           responsibility of Perusahaan Pertambangan Minyak dan Gas Bumi Negara
           ("Pertamina"), an enterprise established under the Law of the
           Republic of Indonesia Number 8 Year 1971.
    o      Pertamina may co-operate with other parties by way of a "Production
           Sharing Contract," (hereinafter "PSC"), the form and terms of which
           are established by government regulations.
    o      While terms have altered marginally since the PSC was first
           introduced, usually the objective of the change has been to improve
           the terms in an attempt to attract further foreign investment in
           Indonesia.
    o      The PSC format has proved a stable and reliable contract for
           international investment.
    o      The Company is involved in two PSCs with Pertamina located onshore
           Madura Island and Onshore North East Kalimantan and the PSCs are held
           by Medco Madura Pty Ltd and Medco Simenggaris Pty Ltd respectively
           (collectively hereinafter called "Madura and Simenggaris").

  Indonesia is considered one of the more mature regions of the world for oil
  and gas investment in respect to security of tenure in contracts covering oil
  and gas rights of a foreign company.

                                       12
<PAGE>

  Risks Associated with Indonesia

  There are a number of factors which may have a material downside effect on
  Madura and Simenggaris' future financial performance in Indonesia or the value
  of the shares in the Company. These factors include:

    o    Fluctuations in the world market price of oil and gas;
    o    Fluctuations in the value of the Indonesian rupiah against the US
         dollar;
    o    Abnormal  interruptions in oil and gas production or delivery resulting
         from war, political disturbance, civil unrest or industrial disruption;
    o    Changes in government, government regulations or the relevant fiscal
         regime;
    o    Unforeseen adverse geological conditions; o Unavailability or excessive
         costs of industry service support, caused by any of the above.

  The Company believes that the benefits described above far outweigh the risks.
  There is no assurance, however, that one or more of the aforementioned risks
  will not severely damage Company prospects and operations.

  Selection of Target Areas for Acquisition

  The criteria for assessing oil and gas opportunities in Indonesia includes
consideration of the following:

    o   Detailed review of geological and geophysical information available from
        Pertamina and other sources.
    o   Assessing proximity of the oil and/or gas prospect to a means of
        transporting the production to market. The foregoing component of
        production costs can significantly affect the economics of a project.
    o   Assessing access to support services such as engineering, rig
        services and service contractors. Costs for mobilization and
        demobilization of such services is an important consideration.
    o   Assessing field prospects of oil and gas, usually determined by
        quality and quantity of geophysical, geological, petrophysical and
        production data available.
    o   Assessing the degree of difficulty in producing the oil and gas
        prospect from an engineering perspective, to enable an accurate
        assessment of production costs.
    o   Conducting commercial analysis to establish the ability of a
        particular project to achieve adequate rate of return on investment.

  Evaluation Techniques

  Experienced geologists and geophysicists are engaged as contractors to employ
  the most advanced technologies of investigation in assessing hydrocarbon
  prospects. These include reprocessing and reinterpretation of existing seismic
  data. Afterwards the data in its original interpreted form can be enhanced to
  enable more accurate mapping of the structure. The technology available for
  seismic acquisition and processing is continually being improved.
  Interpretation tools such as computer mapping and modelling packages, enable
  greater amounts of data to be processed and superior interpretations to be
  made. Madura and Simenggaris utilize both the data directly relating to the
  field being investigated, along with regional data to compile as complete an
  understanding as the available data will allow.

                                       13
<PAGE>


  Electrical wireline logs are utilized where available to interpret reservoir
  parameters of interval thickness, hydrocarbon presence, porosity, water
  saturation and other important parameters. This data is interpreted utilizing
  experienced engineers and advanced software packages designed for such
  analysis. The result are then integrated with the geological and geophysical
  information, in an endeavour to use one form of analysis to confirm the other.

  Utilizing the geophysical mapping and the petrophysical interpretation, the
  reservoir engineer is then able to estimate potential oil and/or gas reserves
  and recovery factors likely to be achieved. Any available past production
  records are analysed and can often be utilized as a means of predicting future
  production rates and cumulative production forecast, by extrapolation of the
  past results, utilizing accepted engineering practices. The application of
  computer models can also aid the reservoir engineer in forecasting production
  potential. An accurate model can duplicate past production history.

  Market for Oil and Gas Production

  The market for oil and gas production in Indonesia is generally regulated.
  Under the terms of the PSC, Madura and Simenggaris have the right to sell
  their oil production to Pertamina at the government established Indonesian
  Crude Price (hereinafter "ICP") and Pertamina cannot refuse to buy the
  production. The ICP is an average price for a basket of crude oil. The basket
  used in the ICP calculation is comprised of Sumatra Light Crude (SLC), Tapis
  crude (from Malaysia), Oman crude, Dubai crude and Gippsland crude (Australia)
  prices. The ICP is adjusted on a monthly basis at the end of each month and
  then applied to the same month. The price for a particular crude oil in
  Indonesia is then adjusted relative to the crude quality. Pertamina has
  strategically located facilities throughout most of Indonesia, where crude oil
  can be delivered, commonly referred to as the "Point of Custody Transfer."
  Madura and Simenggaris are responsible for their portion of costs for
  delivering the crude to the Point of Custody Transfer. Above certain levels of
  production, Madura and Simenggaris have the right to sell its oil production
  on the world market if it is able to negotiate preferred selling terms.
  Preferred selling terms are terms which are more favourable then those
  available to the contractor under the ICP pricing system.

  Under the standard terms of Technical Assistance Contracts and Production
  Sharing Contracts, the contractor has the right during the term thereof to
  freely lift, dispose of and export 100% of its share of crude oil, and retain
  abroad the proceeds obtained therefrom. After 5 years of production the
  contractor is required to meet its domestic market obligation and sell 25% of
  its share of production to Pertamina at 15% of the prevailing price.

  All producers in a producing region receive the same price. The major oil
  companies purchase crude oil offered for sale at posted field prices. There
  are price adjustments for quality difference from the Bench Mark. Oil sales
  are normally contracted with a gatherer who will pick-up the oil at the well
  site. In some instances there may be deductions for transportation from the
  well head to the sales point. At this time the majority of crude oil
  purchasers do not charge transportation fees, unless the well is outside their
  service area. The oil gatherer will usually handle all check disbursements to
  both the working interest and royalty owners. The Company was a working
  interest owner to December 31, 1999. In January 2000 the Company entered an
  agreement for the Company's interest in the new work programs to be carried by
  Pt Medco Energi Corporation Tbk. The Company expects to be a working interest
  owner at the end of the free carry arrangement. When it becomes a working
  interest owner, the Company will be responsible for the payment of its
  proportionate share of the operating expenses of the well. Royalty owners and
  over-riding royalty owners receive a percentage of gross oil production for
  the particular lease and are not obligated in any manner whatsoever to pay for
  the cost of operating the lease.

                                       14
<PAGE>

  Gas is sold direct to consumers at prices determined by Pertamina in the
following range:

  Industry                        Price Range per MCF
  Fertilizer manufacture          US$1.00 - US$1.50
  Petrochemical                   US$2.00
  Steel Industry Process          US$0.65
  Steel Industry Fuel/Power       US$2.00
  Electricity generation          US$2.45 - US$3.00
  Cement manufacture              US$3.00
  Other                           US$2.70

  The lower gas prices in some industry sectors are a form of subsidy imposed by
  the government. Larger gas reserves near to LNG facilities are able to supply
  gas to these operations. Indonesia is the largest exporter of LNG in the
  world.

  The gas purchaser will pay the well operator 100% of the sales proceeds each
  and every month for the previous months sales. The operator is responsible for
  all checks and distributions to the working interest and royalty owners. There
  is no standard price for gas. Depending on the type of contract, ultimate
  destination, transportation, treatment and compression charges, the prices
  will vary. Prices will fluctuate with the seasons and the general market
  conditions. The Company does not anticipate any significant change in the
  manner production is purchased. However, no assurance can be given at this
  time that such changes will not occur.

  As Indonesia moves closer towards becoming a net importer of crude oil, the
  Indonesian government, through the state owned enterprise Pertamina in which
  all oil and gas reserves are vested, is endeavouring to increase production
  through new incentives to attract foreign expertise and capital for
  exploration and production, through development and enhancement of existing
  reserves.

  Government incentives for PSCs include:
    o      After tax split for oil, new incentive 35% Contractor Equity, from a
           previous range of 15% to 25%. This in effect means that the
           Contractor can receive a larger portion of the total production from
           any field, after the deduction of Operating Costs. Allowing for a tax
           rate of 44%, the Contractor is entitled under this legislation, to
           62.5% of remaining production after recovery of Operating Costs pre
           tax, as opposed to the previous entitlement of 26.7857% to 44.6428%
           pre tax.
    o      After tax split for gas 40% for Contractor, from 35% previously. As
           for the above, the Contractor is entitled to 71.426% of the
           production, after deducting Operating Costs, as opposed to 62.5%
           previously.
    o      Domestic  market  oil fee  increased  from 15% of crude  price to 25%
           of crude  price. Under the terms of all TACs and PSCs, the Contractor
           is  required  to sell and  deliver  to  Pertamina  a  portion  of the
           share of the Crude Oil to which the Contractor  is  entitled,  at the
           Domestic  Market  Oil Fee,  which  is a set  percentage  of the price
           realized by the Contractor for all other production from the Contract
           Area.  Under the previous  regulations,  the  Contractor  received
           only 15% of such price,  whereas under the new  legislation,  the
           Contractor  receives 25% of the realized  price.  The net result is
           that the  Contractor  is  receiving  an  additional  10% of the Crude
           Oil  price for that  portion  of Crude Oil which it is  obligated  to
           sell and  deliver to Pertamina  to fulfil the Contractor's obligation
           towards  the supply of the  domestic market in Indonesia.

                                       15
<PAGE>

    o      First Tranche Petroleum reduced from 20% to 15%. First Tranche
           Petroleum, being a portion of the total Petroleum production to be
           split between the parties before any deduction for recovery of
           Operating Costs, reduces the amount available for recovery of
           Operating Costs. As the Contractor is providing funding under the
           contract terms, it is in the Contractor's interest to have as much of
           the Petroleum production available for recovery of such costs, prior
           to distribution between the parties thereafter. Reduction of the
           First Tranche Petroleum percentage from 20% to 15% means an
           additional 5% of the Petroleum production is available to the
           Contractor for Cost Recovery.

  The price for oil in Indonesia is tied to a basket of crude oils around the
  world, ensuring an "international" price dependency. The basket of crude oils
  used to establish the ICP effectively means that the ICP is very much subject
  to world oil prices, giving it international stability as opposed to being
  affected by domestic constraints. The ICP compares favourably with other
  comparable crude oils in that its price is formulated from a basket of
  comparable crudes from other countries.

  Energy Portfolio

  Madura Block onshore Madura Island near Surabaya east Java
  On January 28, 1997 the President Director of Pertamina awarded the Madura
  Block to CityView and signed the authorization for CityView's then 100% owned
  subsidiary Western Madura Pty Ltd ("Western Madura") to commence operations on
  the Madura Block prior to the formal signing of the PSC-JOB agreement. The
  signing of the contract took place on May 15, 1997, awarding the 2728km2
  Madura Block to Western Madura for an exploration term of 10 years and
  production term of 20 years. CityView was not required to make any cash
  payment for this award and no payment in cash or otherwise was made by or on
  behalf of CityView for the award of the Madura Block.

  The block covers an area of 674,100 acres and lies in the oil and gas region
  of east Java. A number of large fields have been discovered in the vicinity
  and it is these same producing trends which are being examined on Madura. The
  block lies close to the heavily industrialized city of Surabaya where there is
  a ready market for oil and gas.

  History
  Oil and gas exploration began on Madura Island in the late 1800's to 1910 with
  over 100 shallow (less than 500m) wells drilled on oil seeps and surface
  features. Production was marginal with a cumulative total of less than 1.0MMBO
  ("Million barrels of Oil"). Exploration was limited on the block until the
  1970's when it was held in succession by Indonesia Cities Services, Pertamina
  and Shell. Several generations of seismic data were acquired in the 1980's and
  1990's but only 6 wells have been drilled on the Island since 1910.

  Throughout 1999, discussions took place with PT Medco Energi Corporation TBK
  ("Medco") for Medco to supervise and pay for the new work programs for the
  development and bringing into production of the Madura block.

  Approval was given at the Company's General Meeting held on December 30,1999
  for the Company to allot a 75% interest in Western Madura to Medco in
  consideration of Medco carrying out and paying for the new work programs. The
  agreement was signed between CityView and Medco on January 25, 2000. The
  Company's interest in Western Madura was reduced from 100% to 25% and Western
  Madura was renamed Medco Madura Pty Ltd. In accordance with the above, Medco
  submitted to Pertamina for approval a Year 2000 budget of US$3,519,000 for the
  drilling of three wells on the Sebaya and Karasan prospects at Madura in the
  second and third quarters. Medco is the operator of the block and required to
  supervise and pay for the new work programs for development and bringing into
  production of the fields. After that, Medco and the Company will contribute on
  a pro-rata basis in accordance with the respective 75% and 25% interests with
  the Company continuing to receive 25% of any profits generated.

                                       16
<PAGE>

   Regional Setting
  There is an E-W terrain running across the block that underwent inversion in
  the Plio-Pleistocene. Within that band, a number of structures have been
  identified due to the inversion at fairly shallow levels. These relatively
  shallow features are the principal target for the Medco Madura Pty Ltd
  program.

  Prospects
  Market
  Medco Madura Pty Ltd has discussed with the local Madura government downstream
  projects which include a small refinery and a power plant to supply the local
  market and displace imports from East Java.


  Simenggaris Block onshore north-east Borneo
  On September 28, 1997 the President Director of Pertamina signed the
  authorization for CityView's then 100% owned subsidiary Genindo Western
  Petroleum Pty Ltd ("Western Simenggaris") to commence operations on the
  Simenggaris Block prior to the formal signing of the PSC-JOB agreement.
  The signing of the Contract took place on February 24, 1998 awarding the
  2734km2 Simenggaris Block to Genindo. The contract term is 10 years for
  exploration and 20 years for production. Genindo changed its name to Western
  Simenggaris Petroleum Pty Ltd on June 22 1998. CityView was not required to
  make any cash payment for this award and no payment in cash or otherwise was
  made by or on behalf of CityView for the award of the Simenggaris Block.

  The block covers an area of 675,582 acres and lies in the oil and gas Tarakan
  Basin region. The nearby giant Pamusian field was discovered in 1905 and the
  Bunyu field in 1920. Four discoveries have been made within the block: the
  Sembakung oilfield (40 million barrels oil), the Bangkudulis oilfield,
  Sesayap-1 and S.Sembakung-1. The former two are producing fields excluded from
  the contract area and the latter two are undeveloped gas-condensate
  discoveries which do form part of the contract area.

  Similar to the agreement negotiated with Medco on Madura, CityView retains a
  25% interest in exchange for being free carried throughout the new work
  program as per the January 25, 2000 agreement.

  History
  The Simenggaris Block is adjacent to some of the earliest oil production in
  Indonesia with exploration dating back to the 1890's. Exploration was limited
  on the block until the late 1960's when portions of the block were held in
  succession by Japex, ARCO, Deminex and Pertamina. Several generations of
  seismic data were acquired and 15 wells were drilled within the Block leading
  to four discoveries: Sembakung oil field, Bangkudulis oil field, Sesayap-1 and
  S.Sembakung-1. The former two are producing fields excluded from the Contract
  area and the latter two are undeveloped gas-condensate discoveries.

                                       17
<PAGE>

  Regional Setting
  The Simenggaris Block lies in the Tarakan Basin region. The Tarakan Basin
  stratigraphy consists of a classic prograding deltaic sequence from upper
  Miocene through Pliocene time. The majority of the reserves are found along
  the Kalimantan coast in Pliocene age deltaic reservoirs. Further inland gas
  and oil are found in upper Miocene age, paleogeographic equivalent, deltaic
  reservoirs. The upper Miocene age reservoirs are under explored and will be
  the focus of the Medco work program.

  Prospects
  Market
  Several gas markets have been identified for the Simenggaris Block with gas
  prices of US$1.00-1.50 per MCF expected, based on current pricing levels.
  These markets include a future fertilizer plant and also a methanol plant on
  Bunyu Island.

  Philippines Block SC41, offshore Sabah Malaysia
  CityView has a 2.5% interest in the petroleum permit block held under Service
  Contract 41 which is an offshore oil and gas exploration area of approximately
  3 million acres in the Sandakan Basin within Philippine waters adjacent to the
  border with east Malaysia. The Sandakan Basin is filled mainly with
  Mio-Pliocene age fluvio-deltaic sedimentary rocks that are analogous in many
  ways to the prolific Baram and Mahakam deltas adjacent to Borneo. The block
  contains the Rhino prospect for which Robertson Blackwatch has calculated a
  range of possible STOIIP (stock tank barrels of oil initially in place) of
  between 1,260 and 2,730 million stock tank barrels (MMstb) of oil and a
  possible range of between 0.9 and 1.96 trillion cubic feet of gas (TCF).

  CityView has been free carried through a two well program (Hippo-1 and
  Wildebeest-1) by MMC Exploration & Production (Philippines) Pte Ltd, a
  subsidiary of Malaysia Mining Corporation Berhad. The next program is
  currently under review by the operator Unocal. All contributions to
  expenditure on the past work program of two wells within the block have been
  met on behalf of CityView by MMC Exploration & Production (Philippines) Pte
  Ltd.

  Market
  Oil is easier to produce and market as it would simply be produced from a
  floating production storage unit ("FPSU") and then delivered anywhere in the
  country. Gas is more difficult to monetize as it will require a pipeline to
  get the gas to market and costs associated with laying a pipeline far exceed
  production and marketing costs for oil in the regions discussed herein.
  Marketing opportunities in nearby Sabah would be examined.


  Competition
  The oil and gas industry is highly competitive. The Company's competitors and
  potential competitors include major oil companies and independent producers of
  varying sizes which are engaged in the acquisition of producing properties and
  the exploration and development of prospects. Many of the Company's
  competitors have greater financial, personnel and other resources than does
  the Company and therefore have a greater leverage to use in acquiring
  prospects, hiring personnel and marketing oil and gas. Accordingly, a high
  degree of competition in these areas is expected to continue.

  Indonesian Government Regulation
  The Company may either sell its production on the international market or opt
  to sell it domestically. There is a commitment to sell 25% of any oil
  production domestically (called Domestic Market Obligation) at 15% of the
  crude price. This commitment is imposed in the terms of all PSCs and does not
  vary between PSCs. This commitment becomes effective after the first 60 months
  of production. As the fields have not reached a level of commercial
  production, the commitment does not currently apply. There are no constraints
  on production. Indonesia has no exchange controls; therefore, foreigners are
  able to move funds freely in and out of the country through accounts
  denominated in local foreign currency.

                                       18
<PAGE>

  On all projects in which a company enters into a PSC with Pertamina, it is
obligated to:

    o   Conduct an environmental baseline assessment at the beginning of its
        activities.
    o   Take the necessary precautions for protection of ecological
        systems, navigation and fishing, and prevent extensive
        pollution of the area, sea or rivers as the result of
        operations undertaken under the work program.
    o   After the expiration or termination or relinquishment of any
        contract area, or abandonment of any field, remove all
        equipment and installations from the area in a manner
        acceptable to Pertamina, and perform all necessary site
        restoration activities in accordance with applicable government
        regulations, the costs of which are treated as operating costs
        and are thus cost recoverable, through project revenues.

  The Company considers these environmental obligations to be a part of its
  policy of good oil field practice and further acknowledges that the terms are
  considered normal throughout the world. Further, the Company believes that the
  foregoing obligations will not have a material impact on the Company's
  operations.

  B2B E-Commerce Investment
  In January 2000, CityView agreed to acquire certain rights to take up a
  strategic interest in Sands Solutions Group Pty Ltd ("Sands Solutions"), a
  developer of integrated B2B applications. Under the terms of the Heads of
  Agreement, CityView agreed to make a commercial loan under the security of a
  fixed and floating charge over Sands Solutions, with the right to convert the
  loan into equity. CityView has advanced AUD$3 million under the terms of the
  loan. The acquisition by CityView of any interest in Sands Solutions above 10%
  may require that a Prospectus be filed by CityView with Australian Stock
  Exchange Limited in accordance with the requirements of the Australian
  Securities and Investments Commission. While the filing of such Prospectus
  does not generate comments, it does require accuracy of all material
  information so as to avoid director's personal liability for material
  misstatements.

  The Heads of Agreement was negotiated on an arms-length basis between the
  directors of each corporation not having any overlapping interest in the other
  corporation. Similarly the due diligence of Sands Solutions has been conducted
  by the independent directors of each Company.

  This manner of proceeding has been necessary due to the fact that a family
  trust of a CityView director, Mr Smyth, used to own fifty percent of Sands and
  McDougall and owns one-third of Sands Solutions. The trustee of the Smyth
  family trust is Salant Nominees Pty Ltd and its two directors are Mr Smyth and
  his wife Jennifer Lee Smyth. Mr and Mrs Smyth control the family trust in
  their capacity as its sole two directors. Also, Mr Smyth was a director of
  both Sands and McDougall and Sands Solutions although he is no longer a
  director of either.

  To avoid potential conflicts the independent directors have represented
  CityView in dealings with Sands Solutions while Sands Solutions is primarily
  represented by Paul William Keogh, one of its directors.

  Under the terms of the agreements between CityView and Sands Solutions,
  CityView can elect to have all moneys repaid to it on 1 July 2003 or CityView
  can elect to convert the loan into equity in Sands Solutions on a formula
  based on an independent valuation to be undertaken prior to the repayment
  date. CityView anticipates that payment for the acquisition of an equity
  interest would be accomplished through conversion of the AUD$3 million loan to
  Sands Solutions and through further funds it may be able to receive from
  private placements of CityView's shares with otherwise unaffiliated third
  parties.

                                       19
<PAGE>

  CityView raised the AUD$3 million that has been lent to Sands Solutions, in
  part, by issuing 7,300,000 CityView shares in January 2000 to private
  placement participants for proceeds of AUD$3,613,500 with these shares (once
  issued) then representing approximately 20% of all outstanding CityView shares
  and with no one participant (or group of participants acting in concert) being
  or becoming a principal stockholder of CityView.


  C.   Organizational structure

  The Company conducts its operations through itself and its wholly owned
subsidiary CityView Asia Pty Ltd.


In November 2001, CityView acquired a United Kingdom subsidiary company -
CityView Corporation (UK) Ltd ("CityView (UK)") which was formerly known as
Comstock Industries (UK) Limited. CityView (UK) was acquired as the vehicle to
expand the Company's existing investment in the high-technology sector by
acquiring a number of profitable high-technology companies, to complement
CityView's energy interest.

CityView recognised that there were opportunities to acquire profitable new
technology businesses available due to the downturn in global technology
valuations and which would deliver immediate cash flow to CityView. These new
technology companies were undervalued by the capital markets due to their lack
of public listing and have the potential to deliver high levels of revenue and
PBIT growth.

CityView identified several companies which fitted the above criteria and these
were enumerated to shareholders at the Company's General Meeting of 24 December
2001.

During the due diligence process, the potential of CityView's energy interests
began to emerge as the results of Medco's work program started to filter in and
the Company recognised the need to focus its resources on the Company's energy
interests. On 4 April 2002, the Board of CityView decided not to proceed with
the proposed acquisitions of technology companies and instead to dispose of
CityView (UK). A management buy-out was organised and CityView (UK) was disposed
of on April 11, 2002. In due course CityView's investment in Sands Solutions and
Global Network may also be disposed of.


  D.    Property, plant and equipment

Particulars of oil leases - Madura (Medco Madura Pty Ltd) and Simenggaris (Medco
Simenggaris Pty Ltd) The Company's wholly owned subsidiary CityView Asia Pty Ltd
owns 25% of Medco Madura Pty Ltd and 25% of Medco  Simenggaris Pty Ltd since May
26,  2000  having  previously  owned  (since  December  31,  1999)  100% of such
companies.

Executive  address The Company's  offices are at leased  premises at 63 Burswood
Road, Burswood, Western Australia, telephone: (61 8) 6250 9099, fax: (61 8) 6250
9088, email: info@cityviewcorp.com, website: www.cityviewcorp.com.

                                       20
<PAGE>

ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.   Operating results

The current financial period is for the twelve months ended December 31, 2001.
The Company's consolidated financial statements are prepared in accordance
with Australian Generally Accepted Accounting Principals ("Australian GAAP")
which may vary in certain respects from Generally Accepted Accounting
Principals in the United States ("US GAAP"). A reconciliation between
Australian and US GAAP for the financial periods ended December 31, 2001, 2000
and 1999 are disclosed in footnote 25 to the financial statements contained
herein.

The following discussion references the amounts computed in accordance with
Australian GAAP for the results of operations of the Company for the financial
periods ended December 31, 2001, 2000, and 1999.

Principal Activities

The principal activities of the Company during the financial year were
investments in energy and technology.

Results of operations

The discussion set forth below relates to the Company's results of operations
as prepared in accordance with Australian GAAP. A reconciliation between
Australian and US GAAP for the financial periods ended December 31, 2001,
2000, and 1999, are disclosed in footnote 26 to the financial statements
contained herein.

Year Ended December 31, 2001 compared to Year Ended December 31, 2000.

The net loss of the consolidated entity for the financial year after providing
for income tax and eliminating outside equity interests was AUD$4,165,287
compared to a loss of AUD$5,537,576 for the previous financial year. The
decrease in operating loss resulted primarily by the decrease in the write off
of exploration costs of approximately AUD$950,000.

Year Ended December 31, 2000 compared to Year Ended December 31, 1999.

The net loss of the consolidated entity for the financial year after providing
for income tax and eliminating outside equity interests was AUD$5,537,576
compared to a loss of AUD$11,095,107 for the previous financial year. The
decrease in operating loss resulted primarily by the decrease in the write off
of exploration costs of approximately AUD$4,800,000, a decrease in loss on
disposed subsidiary of AUD$1,200,000, and a decrease in interest expense of
approximately AUD$920,000 because of conversion of debentures in 1999 offset
by an increase in selling, general and administrative costs of approximately
AUD$1,400,000.

Dividends

The directors did not recommend the payment of a dividend and no dividends
have been paid or declared since the end of the previous financial year.

                                       21
<PAGE>

Review of Operations

Although a fairly extensive description of the operations of the Company is
included in the Business overview which precedes this report a summary of the
pertinent aspects of those operations is contained in this Item 5.

Energy

Indonesia - Madura Block onshore Madura Island near Surabaya east Java
CityView owns 25% of Medco Madura Pty Ltd, the holder of the Madura Block under
a Production Sharing Contract-Joint Operating Body agreement ("PSC-JOB") with
the Government for an exploration term of ten years commencing 15 May 1997 and a
production term of twenty years. The Block covers an area of 674,100 acres close
to the heavily industrialised city of Surabaya where there is a ready market for
oil and gas. A number of large fields have been discovered in the vicinity and
it is these same producing trends which are being examined on Madura.

The operator of the block is PT Medco Energi Corporation TBK ("Medco") which has
been free carrying CityView throughout the current work program. The first well
drilled by Medco was Sebaya-1 into a large faulted anticlinal feature underlying
the old Kertegeneh field discovered in 1900. Medco spudded Sebaya-1 on 20
September 2001.

Medco's original objective for Sebaya-1 was to drill to a depth of 1230 metres
(4035 feet) and test the Tawun sands at 200 metres (656 feet) and the Tuban
sands at 900 metres (2953 feet). During the course of the drilling three zones
of oil and gas shows were encountered between 2250-3100 feet.

Medco was sufficiently encouraged by the drilling results to decide to deepen
the well to explore its deeper zones, Lower Tuban Limestone or Upper Kujung
Limestone. During the deepening of the well Medco encountered high formation
pressures. The rig was only equipped with a 3000 psi Blowout Preventor (BOP).
Oil and gas shows were encountered at 4527 feet and 5793 feet. Due to lost
circulation problems at 4531 feet and high formation pressures encountered below
this depth, deeper drilling was suspended at 5954 feet. The well was plugged
back with cement to 5498 feet and 7-inch liner was run and cemented with the
bottom of the liner at 5310 feet.

A zone that had encountered oil and gas shows from 4527-4570 feet was production
tested to determine the pressure, fluid content and potential production rates
of the formation. The 7-inch liner was perforated with four perforations per
foot from 4528-4548 feet. Small amounts of salt water were recovered. An attempt
to inject salt water into the perforations with 1100 psi at the surface was
negative. Based on the test results, Medco is of the opinion that the
perforation failed to make holes through the liner and cement into the
formation.

Medco will shortly commence the testing of the higher zones of Sebaya-1. Three
zones will be tested: (i) between 4528-2548 feet; (ii)between 2962-2978 feet;
and (iii) between 2630-2655 feet. Due to high pressures, the testing of the zone
between 5800-5950 feet will be deferred. Instead of drilling a deeper well at
Sebaya-1, Medco will drill a well to 6000 feet at Tambuku situated immediately
to the north.

The second well drilled by Medco in the Madura Block was Karasan-1 which was
drilled to only 4186 feet as the rig did not have the capacity to reach the
deeper zones. Testing of gas flows in the upper zone was inconsequential. Medco
has decided that instead of drilling deeper at this location, it will drill a
well at nearby Telaga. This well will have a target depth of up to 9000 feet and
should provide a better understanding of the deep zone at Karasan.

                                       22
<PAGE>

Indonesia - Simenggaris Block onshore north-east Borneo
CityView owns 25% of Medco Simenggaris Pty Ltd which holds the Simenggaris Block
under a PSC-JOB agreement for a ten year exploration term commencing 24 February
1998 followed by a production term of twenty years. The Block encompasses an
area of 675,582 acres and lies in the oil and gas Tarakan Basin region. Four
discoveries have been made within the Block: the Sembakung oilfield (40 million
barrels oil), the Bangkudulis oilfield, Sesayap-1 and S.Sembakung-1. The former
two are producing fields excluded from the contract area and the latter two are
undeveloped gas-condensate discoveries which do form part of the contract area.

Similar to the agreement negotiated with Medco on Madura, CityView is free
carried throughout the current work program. The first drilling location
selected by Medco was at Pidawan on the same trend as the Sembakung oilfield.
The Pidawan-1 well was spudded on 21 February 2002 with a target depth of
approximately 7000 feet: to date the well has reached a depth of approximately
2000 feet.

                                       23
<PAGE>

Pidawan-1 is a strategic well with the lowest probability in comparison to the
other prospects on this trend. As soon as the drilling of Pidawan-1 is
completed, Medco plans to drill the more optimum prospects of Sesayap-B and
Bangkupesar.

Philippines - Block SC41, offshore Sabah Malaysia
CityView has a 2.5% interest in the petroleum permit block held under Service
Contract 41 which is an offshore oil and gas exploration area of approximately 3
million acres in the Sandakan Basin within Philippine waters adjacent to the
border with east Malaysia. The Sandakan Basin is filled mainly with Mio-Pliocene
age fluvio-deltaic sedimentary rocks that are analogous in many ways to the
prolific Baram and Mahakam deltas adjacent to Borneo. The block contains the
Rhino prospect for which Robertson Blackwatch has calculated a range of possible
STOIIP (stock tank barrels of oil initially in place) of between 1,260 and 2,730
million stock tank barrels (MMstb) of oil and a possible range of between 0.9
and 1.96 trillion cubic feet of gas (TCF).

CityView has been free carried through a two well program (Hippo-1 and
Wildebeest-1) by MMC Exploration & Production (Philippines) Pte Ltd, a
subsidiary of Malaysia Mining Corporation Berhad. The next program is currently
under review by the operator Unocal. All contributions to expenditure on the
past work program of two wells within the block have been met on behalf of
CityView by MMC Exploration & Production (Philippines) Pte Ltd.


                                       24
<PAGE>

Technology
During 2000 and 2001 CityView lent AUD$3 million to Sands Solutions against the
security of a registered charge over Sands Solutions with the right to convert
the loan into equity. A Due Diligence Committee was established to monitor the
performance of Sands Solutions and to review the security of the loan. The Due
Diligence Committee was assisted by independent legal, financial and technical
advisors.

On 26 February 2002, Curtin Consultancy Services advised CityView that it had
formed the view that there was sufficient potential value in the intellectual
property rights owned by Sands Solutions to provide security for the loan of $3
million.

In April 2002, in accordance with the recommendations of the Due Diligence
Committee, the Company signed agreements with Sands Solutions pursuant to which
the Company no longer has an interest in Primeorder AG and the Company has been
released from all obligations to provide more funds to Sands Solutions or its
subsidiary Primeorder AG. Also under the terms of the agreements between
CityView and Sands Solutions, CityView can elect to have all moneys repaid to it
on 1 July 2003 or CityView can elect to convert its loan into equity in Sands
Solutions on a formula based on an independent valuation to be undertaken prior
to the repayment date.

Global Network Technologies Pty Ltd
In November 2000 CityView acquired an interest in Telezon Limited (formerly
called Min-Tech 8 Limited), a regional telecommunications company that is
incorporated in Australia and was listed on Australian Stock Exchange Limited
under the code "TLZ". In August 2001 CityView made an off market scrip bid for
50% of Telezon's shares and options: this bid was withdrawn after Telezon
appointed administrators.

After extensive negotiations with Telezon's principal shareholder GWT Systems
Limited, CityView rolled its investment into a shareholding of 20% in Global
Network Technologies Pty Ltd (Global Networks) which had acquired the prime
assets of Telezon's business.

The principal asset of Global Networks is Intellink Communications which sells
and installs:
    o Panasonic Telephone systems and communication accessories;
    o Point to point microwave links for high speed data networks and carries on
      a small run production/refurbishment service of Plessey telephones.

CityView Corporation (UK) Ltd
In November 2001, CityView acquired a United Kingdom subsidiary company -
CityView Corporation (UK) Ltd ("CityView (UK)") which was formerly known as
Comstock Industries (UK) Limited. CityView (UK) was acquired as the vehicle to
expand the Company's existing investment in the high-technology sector by
acquiring a number of profitable high-technology companies, to complement
CityView's energy interest.

CityView recognised that there were opportunities to acquire profitable new
technology businesses available due to the downturn in global technology
valuations and which would deliver immediate cash flow to CityView. These new
technology companies were undervalued by the capital markets due to their lack
of public listing and have the potential to deliver high levels of revenue and
PBIT growth.

                                       25
<PAGE>

CityView identified several companies which fitted the above criteria and these
were enumerated to shareholders at the Company's General Meeting of 24 December
2001.

During the due diligence process, the potential of CityView's energy interests
began to emerge as the results of Medco's work program started to filter in and
the Company recognised the need to focus its resources on the Company's energy
interests. On 4 April 2002, the Board of CityView decided not to proceed with
the proposed acquisitions of technology companies.

Employee Share and Option Benefits
The shareholders of the Company at its annual general meeting held on 31 May
2000 approved an Employee Share Plan which included an Incentive Option Plan.
The Company issued 2,500,000 options in 2001 under the Plan exercisable on or
before 30 June 2002 at a price of $0.35 and 200,000 options exercisable on or
before 30 June 2002 at a price of $0.20 each.

Options
At the date of this report there are on issue 13,400,000 unlisted options
convertible into fully paid ordinary shares at an exercise price of $0.40 each
on or before 24 June 2002. In addition the Company issued the following options
throughout the year:

On 16 February 2001 the Company issued 3,500,000 options to London Broking
Services Pty Ltd, exercisable on or before 30 April 2001 at a price of $0.70
each. On 1 March 2001 the Company by mutual agreement with the holder agreed to
cancel 2,000,000 of those options. The remaining 1,500,000 options expired on 30
April 2001.

On 2 March 2001 the Company issued to London Broking Services Pty Ltd another
2,000,000 options exercisable on or before 31 March 2001 at a price of $0.50
each. In order to secure the exercise of these options for the purposes of
providing additional capital, the Company on 16 February 2001 and 1 March 2001
entered into agreements with London Partners Australia Pty Ltd under which that
company would ensure that the options would be exercised. These agreements were
subject to the price of shares in CityView remaining at certain specified levels
which were not achieved. In spite of the price of the shares not achieving those
levels London Partners Australia Pty Ltd arranged the exercise of a total of
1,300,000 options to raise $650,000 as additional working capital.

On 30 June 2001 the Company issued 3,500,000 options to London Broking Services
Pty Ltd exercisable on or before 31 December 2001 at a price of $0.35 each. On 1
August 2001 the Company by mutual agreement with the holder agreed to cancel
these options.

On 1 August 2001 the Company issued 2,000,000 options to London Broking Services
Pty Ltd exercisable on or before 31 August 2001 at a price of $0.25 each.
707,100 of these options were exercised on 28 August 2001. The remaining options
expired. Also on 1 August 2001 a further 1,500,000 options were issued to London
Broking Services Pty Ltd exercisable on or before 30 September 2001 at a price
of $0.30 each. These options expired.

Refer to item 8B (b) - Significant changes

                                      25A
<PAGE>


  Inflationary and other economic pressures
  The Company is not currently generating revenues from its oil and gas
  operations. Future revenues in this segment are governed primarily by
  worldwide commodity pricing. No immediate effect in respect to inflation and
  changes on prices is expected. However, inflationary pressures affect the
  Company's exploration and development expenditure which is primarily incurred
  in U.S. dollars. The directors estimation of inflation is considered in
  regards to the general state of the world economy, and of the United States
  and Indonesia in particular. This exposure to inflationary pressure is
  dependent on the mix of goods and services provided to the Company by
  suppliers, sourced internally in Indonesia and externally. At this stage the
  Company is unable to quantify the mix of inflationary pressures from different
  sources that will affect the supply of goods and services to the Company.

  The average official government released Indonesian inflation rates for the
seven years beginning 1994 were as follows:
<TABLE>
<CAPTION>

                     1994       1995        1996       1997       1998       1999       2000       2001
<S>                  <C>        <C>        <C>         <C>        <C>        <C>        <C>        <C>
 Inflation Rates %   9.24       8.64       6.47        11.05      77.63      2.01       9.35       9.00

</TABLE>

  It is the policy of the directors to regularly monitor the cost of operations
  on a per barrel basis in respect to viability of individual projects and will
  take any necessary actions.

  The Company's operations in these industries comprise exploration and
  development expenditure and therefore are not affected by inflationary and
  price pressures of oil and gas product pricing. However, this expenditure is
  effected by normal inflationary pressures on the Company's general expenditure
  on goods and services.

  Government Policies
  The Company has considered the issue of political risk in the Republic of
  Indonesia in which the Company has acquired assets and will continue to do so
  as a matter of normal business practice. The Company's expected initial
  producing properties are located in Indonesia where there has been a long
  established petroleum industry, with significant elements of foreign capital
  investments and no history of expropriation.

  The Republic of Indonesia is a separate national state and like many other
  national states regulates, controls and taxes activities conducted by
  residents and non-residents in the country and the flow of investment into the
  country and the return of capital out of the country. All of these controls
  and regulations are subject to change from time to time. Some of the interests
  of the Company in Indonesia are by way of contract between a subsidiary of the
  Company and bodies which are wholly owned arms of the Government of the
  Republic of Indonesia. These contracts are subject to controls and regulations
  by the contracting parties and by the government of the Republic of Indonesia.
  These factors, in addition to the usual exploration and production risk and
  the economic and political stability of the host country, Indonesia must all
  be taken into account in relation to the Company's operations in Indonesia.

  Other than the effect of the government's economic fiscal monetary or
  political policies of the Republic of Indonesia, or factors upon the
  operations of the Company, these policies or factors do not affect investments
  by United States Nationals in Ordinary Shares of the Company.

  Likely Developments and Expected Results of Operations
  Information on likely developments and expected results of operations (ie
  financial forecasts and/or forward looking information) of the consolidated
  entity has not been included in this report management considers such
  information to be commercially sensitive and/or confidential and/or not
  subject sufficient certainty.
                                       26
<PAGE>

  Indemnification of Officers and Auditors
  During the financial year, the Company paid a premium in respect of a contract
  insuring the directors, the company secretary and all executive officers of
  the Company and of any related body corporate against a liability incurred as
  a director, secretary or executive officer to the extent permitted by the
  Corporations Law. The contract of insurance prohibits disclosure of the nature
  of the liability and the amount of the premium.

  The Company has not otherwise, during or since the financial year, indemnified
  or agreed to indemnify an officer or director of the Company or any related
  body corporate against a liability incurred as an officer or auditor.

                                       27
<PAGE>

B.   Liquidity and capital resources

  Year Ended December 31, 2001 compared to Year Ended December 31, 2000

  At December 31, 2001, the Company had working capital of AUD$167,015 compared
  to a working capital of AUD$531,613 at December 31, 2000.

  Cash flow used in operating activities increased from AUD$2,854,435 in the
  year ended December 31, 2000 to AUD$3,878,839 in the year ended December 31,
  2001. The primary differences for increase in funds used was for marketing
  fees, brokerage fees and corporate advisory fees.

  Cash flow used for investing decreased from AUD$4,000,147 for the year ended
  December 31, 2000 to AUD$819,562 in the year ended December 31, 2001. This
  decrease in funds used for investing activities was primarily due to decreased
  payments for acquisition, exploration, evaluation and development of oil
  fields. A further loan of AUD$500,000 was advanced to Sands Solutions during
  the year ended December 31, 2001 compared to AUD$2,500,000 during the year
  ended December 31, 2000..

  The Company generated cash flows from financing activities of AUD$3,977,725 in
  the year ended December 31, 2001 compared to AUD$7,679,977 in the year ended
  December 31, 2000. Cash flows from financing activities principally comprise
  the issue of ordinary shares in the Company by private placements and the
  conversion of share options into ordinary share capital of the Company.

  Year Ended December 31, 2000 compared to Year Ended December 31, 1999

  At December 31, 2000, the Company had working capital of AUD$531,613 compared
  to a working capital deficit of AUD$2,072,377 at December 31, 1999.

  Cash flow used in operating activities increased from AUD$1,982,595 in the
  year ended December 31, 1999 to AUD$2,854,435 in the year ended December 31,
  2000. The primary differences for increase in funds used was for marketing
  fees, brokerage fees and corporate advisory fees.

  Cash flow used for investing increased from AUD$ nil for the year ended
  December 31, 1999 to AUD$4,000,147 in the year ended December 31, 2000. This
  increase in funds used for investing activities was primarily due to increased
  payments for acquisition, exploration, evaluation and development of oil
  fields. A loan of AUD$2,500,000 was advanced to Sands Solutions during the
  year ended December 31, 2000.

  The Company generated cash flows from financing activities of AUD$7,679,977 in
  the year ended December 31, 2000 compared to AUD$1,992,771 in the year ended
  December 31, 2000. Cash flows from financing activities principally comprise
  the issue of ordinary shares in the Company by private placements and the
  conversion of share options into ordinary share capital of the Company.

                                       28
<PAGE>

  C.   Research and development, patents and licences
  Not applicable

  D.   Trend information
  Not applicable

                                       29

<PAGE>

  ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

  A.   Directors and senior management


Name                         Age               Position
Yusufali M Jumabhoy          64     Chairman and Chairman of the audit committee
Peter Mark Smyth             62     Vice Chairman and Director
Goh Yong Kheng               55     Chief Executive and Director
Ee Beng Yew                  48     Director and member of the audit committee
Thinagaran                   39     Director and member of the audit committee
Warren Martin Baillie        29     Company Secretary and General Counsel


  All directors hold office until the next annual general meeting of
  shareholders and until their successors have been elected and qualified. The
  Company's officers are elected by the Board of Directors after each annual
  meeting of the Company's shareholders and hold office until their death,
  resignation or removal from office.

Directors
The names and particulars of the directors of the Company in office during and
since the end of the financial year are:

Yusufali M Jumabhoy - Chairman
Mr Jumabhoy was appointed as Chairman of the Board of Directors of CityView and
Chairman of the Independent Audit Committee on October 16, 2001. Mr Jumabhoy
holds a law degree from London University and is a barrister from the Inner
Temple in London. He was the Senior Partner of a law firm for many years and
served as council member of the Law Society of Singapore. Mr Jumabhoy has
extensive business experience as a commercial lawyer and is well known in the
South East Asian investment community. He is presently a consultant to a
commercial law firm in Singapore.

Peter Mark Smyth -Vice Chairman
Mr Smyth holds a masters degree in jurisprudence from Oxford University. After
admission as an attorney in London, he worked for Arthur Andersen in Sydney and
then Price Waterhouse as a taxation specialist. In 1969 Mr Smyth became the
company secretary and treasurer of the Australian branch of the Selection Trust
Group (now BP Minerals). Since leaving Selection Trust, Mr Smyth has founded and
developed a number of successful companies in various parts of the world. He was
Chief Executive of CityView from 1995 to December 2001.

Goh Yong Kheng - Chief Executive
Mr Goh holds a Masters degree of Science from the Australian National
University. After working with the University of Singapore for three years, Mr
Goh managed his own Marketing Consultant businesses in South East Asia for eight
years. Mr Goh was a Management Consultant in China for two years for a Hong Kong
company prior to his current position as a Director of a group of companies in
the water and oil technology businesses. Mr Goh was appointed a Director on
March 22, 2002 and Chief Executive on April 10, 2002.

Ee Beng Yew - Director
Mr Ee Beng Yew is an Associate of the Institute of Chartered Accountants in
England and Wales and has several years of working experience in Chartered
Accountants and Certified Public Accountants firms in England and Singapore
respectively. Mr Ee was also a Director of a public company listed on both the
Singapore and Malaysian Stock Exchanges and he was Managing Director of several
of its subsidiaries. Mr Ee was appointed a Director and member of the Company's
Independent Audit Committee on April 8, 2002.

                                       30
<PAGE>

Thinagaran - Director
Mr Thinagaran holds a law degree from the National University of Singapore and
has been in practice for the past 13 years as an advocate and solicitor in
Singapore. He was a partner with an established law firm and is currently
practicing as a consultant with the same firm. Mr Thinagaran was appointed a
Director and a member of the Company's Independent Audit Committee on March 22,
2002 .

Warren Martin Baillie - Company Secretary and General Counsel
In May 2000 Mr Baillie was appointed Company Secretary and General Counsel of
the Company. His experience is in both legal and financial arenas. Mr Baillie
has practiced as an attorney in the area of commercial and corporate law with
the major independent law firm Jackson McDonald. He has also worked with Ernst &
Young, Chartered Accountants. Mr. Baillie's qualifications include a Bachelor of
Law degree from Murdoch University in Western Australia and a Bachelor of
Commerce degree from the University of Western Australia. He is a qualified
Chartered Secretary and a member of the international Institute of Chartered
Secretaries and Administrators


The following persons previously served as Directors during part of 2001:

Leslie Robert Maurice Friday
Mr Friday was a director of CityView throughout the year until his resignation
on 4 December 2001.

Peter John Augustin Remta
Mr Remta was a director of CityView throughout the year until his resignation on
12 October 2001.

William Mansell Shotton
Mr Shotton was a director from November 16, 2001 until his resignation on April
11, 2002.

David Michael Saunders
Mr Saunders was a director from November 22, 2001 until his resignation on April
11, 2002.

  Refer to item 8B (d) - Significant Changes regarding resignations and
appointments of officers or directors on May 31, 2002.

  B.   Compensation

  Remuneration of Directors
  The remuneration of all directors is determined and reviewed on a periodic
  basis and appropriate recommendations are made to the board of directors. In
  each instance the remuneration is assessed with regard to the nature of the
  remuneration and the performance of the recipient together with all other
  relevant factors with the overall objective of achieving maximum benefits for
  shareholders by providing sufficient expertise and experience within the board
  and executive officers.

  The remuneration is made up of several elements including base fees and
  salaries, incentive benefits (including the Incentive Option Plan established
  under the Employee Share Plan) and other general benefits covering travel and
  vehicle expenses and similar outgoings.

                                       31
<PAGE>


The remuneration for each director for the financial year (inclusive of benefits
to associated or related parties) was:

     Name              Base fee         Other fees           Incentives
                         $                  $                 (Options)
  Y M Jumabhoy          Nil                Nil                 200,000
  P M Smyth           10,000            253,523  (1)           900,000
  W M Shotton           Nil             141,898                 Nil
  D M Saunders          Nil              26,682                 Nil
  P J A Remta         10,000             91,135               700,000
  L R M Friday        10,000             20,785               500,000

  Note (1) See also Item 7B hereinafter.

Mr P M Smyth and Mr W M Shotton were executive directors of the Company while
the other directors were non - executive.

The options accruing to the directors were issued under the Company's Incentive
Option Plan and have been valued at 13.2 cents each using the Black Schoeles
Model except Mr Jumabhoy's options which have been valued at 5.6 cents each. The
Company's Employee Share Plan is described in Item 6.E.

No amount of money has been set aside by the Company to provide pension or
similar benefits for its officers and directors.

  C.   Board practices

  The board of directors resolved on 14 June 2000 to formalize the terms of
  reference of the board audit committee. The board has adopted a formal audit
  charter with the primary objective of assisting the board in fulfilling its
  responsibilities to shareholders, potential shareholders and the investment
  community relating to accounting and reporting practices of the Company and
  its present or future subsidiaries and the quality and integrity of the
  financial reporting.


  D.   Employees

  At December 31, 2001 the Company had 2 full time employees at its registered
  office in Australia. Much of the Company's work is undertaken by consultants
  on a per diem basis.


  E.   Share ownership

  See Item 7A Major shareholders

Employee Share Plan

On 25 June 2001 the Company issued a total of 2,500,000 options under the
Incentive Option Plan forming part of the Employee Share Plan that was approved
by shareholders at the annual general meeting held on 31 May 2000. During the
year there were no more than ten eligible participants for the Employee Share
Plan. The options were issued as a performance incentive for no consideration to
eligible employees under the Incentive Option Plan. Each of these options
confers the right to acquire one (1) ordinary fully paid share in the capital of
the Company at a price of $0.35 each on or before 30 June 2002. In accordance
with the terms of the Employee Share Plan all issues of options under the
Employee Share Plan are at the discretion of the directors.

                                       32
<PAGE>

On 31 October 2001 a further 200,000 options were issued under the Incentive
Option Plan exercisable at a price of $0.20 each on or before 30 June 2002.

The remaining 2,000,000 employee options remained unexercised at the date of
this report.

Of the total of 2,300,000 that were issued to directors under the Incentive
Option Plan during 2001, 900,000 options were issued to Mr P M Smyth, 700,000
options were issued to Mr P J A Remta, 500,000 options were issued to Mr L R M
Friday and 200,000 options were issued to Mr Y M Jumabhoy. The options issued to
Messrs Remta and Friday expired on 12 December 2001 and 4 February 2002
respectively due to their resignations.


ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.

  A.   Major shareholders

  The following table sets forth the Ordinary Share ownership of each person
  known by the Company to be the beneficial owner of five percent or more of the
  Company's shares, each director and officer individually and the directors and
  officers as a group as at March 31, 2002. Each person has sole voting and
  investment power with respect to the shareholdings shown and all ownership is
  of record and beneficial.
<TABLE>
<CAPTION>

 Name and address
   of owner                  Number of Shares                    Position           Percent of Class

<S>                            <C>                              <C>                       <C>
Peter Mark Smyth
19 View Street
Peppermint Grove 6011
Western Australia              196,084                           Vice Chairman             *


Ee Beng Yew                     Nil
38 Toh Close           (but Mr Ee is a shareholder of
Singapore 508011        Falcon Oil Pte Ltd which owns
                        13,000,000 fully paid ordinary
                        shares and options in the Company)       Director

Goh Yong Kheng                  Nil
38B Jln Mat Jambol     (but Mr Goh is a shareholder of
#02-12                  Falcon Oil Pte Ltd which owns       Chief Executive and
Singapore 119520        13,000,000 fully paid ordinary           Director
                        shares and options in the Company)



                                       33
<PAGE>

Warren Baillie
3 Bennetts Place
Sorrento 6020                                                Company Secretary/
Western Australia               12,000                        General Counsel

Falcon Oil Pte Ltd (2)
63 Robinson Road
Afro Asia Building
#03-16
Singapore 068894            13,000,000                                                    18.53%

Malaysia Mining
Corporation Berhad
32nd Floor, Menara PNB
201A Jalan Tung Razak
Kuala Lumpur 50400
Malaysia                     8,616,188 (1)                                                12.28%

</TABLE>

  Note (1) Includes an additional 6,624,790 Ordinary Shares issued on July 11,
  2000 subject to an irrevocable contractual agreement made to Malaysia Mining
  Corporation Berhad for consideration received. Note (2) See Item 8B (b)
  regarding issue to Falcon Oil Pte Ltd of 13,000,000 securities. Falcon Oil Pte
  Ltd is a Singaporean energy company which is a co-venturer with CityView in
  the Madura and Simenggaris Blocks. Falcon's shareholders have interests in
  substantial oil and gas producing fields in Central Asia and also interests in
  water treatment and oil technology businesses.

  Based on 70,161,616 shares outstanding as of March 31, 2002.

  * Represents less than 1%

  B.   Related party transactions

Mr P M Smyth's family trust has a one-third equity interest in Sands Solutions.
The Company has lent $3,000,000 to Sands Solutions during 2000 and 2001 and has
charged Sands Solutions interest at 7% per annum payable in monthly instalments.

Mr P M Smyth is a director and shareholder of Romarcam Investments Pty Ltd. The
Company has entered into a contract with Romarcam Investments Pty Ltd dated 3
December 2001 for the provision of management services. Fees paid during the
financial year at normal commercial rates were AUD$253,523 compared to
AUD$213,825 in the previous year.

Mr P J A Remta is an employee and members of his family are shareholders of
Westchester Pty Ltd which provided consultancy and corporate management services
to the Company during 2001 under a consultancy agreement dated 1 February 2001.
Fees paid during the financial year at normal commercial rates were AUD$91,135.

                                       34
<PAGE>

Mr L R M Friday is a director and shareholder of Lifestyle Nominees Pty Ltd
which provided consultancy services to the Company. Fees paid during the
financial year were AUD$20,785.

During 2001 the Company issued a total of 2,300,000 options to directors under
the Incentive Option Plan established by the Employee Share Plan. Of that number
900,000 options were issued to Mr P M Smyth, 700,000 options were issued to Mr P
J A Remta, 500,000 options were issued to Mr L R M Friday and 200,000 options
were issued to Mr Y M Jumabhoy. The options issued to Messrs Remta and Friday
have expired.

There are no additional interests of management in transaction involving the
Company except for those stated herein or in Item 17 - notes to financial
statements.


  C.   Interests of experts and counsel
  Not applicable


  ITEM 8.  FINANCIAL INFORMATION

  A.   Consolidated Statements and Other Financial Information

  Reference is made to "Item 17. Financial Statements" for the financial
statements included in this annual report.

  Legal proceedings

  The Company is not a party to any material litigation and to its knowledge, no
  action, suit or proceedings against it has been threatened by any person or
  firm.


  To date, the Company has not paid a dividend. The declaration, amount, and
  date of distribution of any dividend in the future will be decided by the
  Board of Directors from time to time based upon and subject to the Company's
  earnings, financial requirements, and other conditions prevailing at the time.

B.       Significant changes
  There has been no financial statement effect for the year ended 31 December
  2001 for each of the subsequent events listed below unless otherwise stated:

(a)      On 8 January 2002 the Company, through its wholly owned subsidiary
         CityView Asia Pty Ltd, entered an agreement to acquire shares in an oil
         company which holds legally and owns beneficially 50% of the
         shareholding in another energy based company which has identified and
         is entitled to be the owner of three separate gas-gathering projects.

         Under the agreement, the Company has an option to acquire shares with
         the intention that through that shareholding the Company will become
         entitled to the benefits from the development of the projects.

         On 28 February 2002 the Company paid an option fee of US$200,000. The
         option fee is refundable if necessary regulatory approvals are not
         obtained and if the Company exercises its option to acquire shares then
         the option fee will form part of the consideration payable.

                                       35
<PAGE>

(b)      On 14 January 2002 the Company issued 400,000 ordinary fully paid
         shares to private investors in the United Kingdom. The shares were
         issued at a price of AUD$0.20 with each share entitled to one unlisted
         option convertible into one ordinary fully paid share at an exercise
         price of AUD$0.40 each and exercisable by June 24, 2002.

         On 28 February 2002 the Company issued 13 million ordinary fully paid
         shares to Falcon Oil Pte Ltd ("Falcon") a Singaporean energy company
         which is co-venturer with CityView in the Madura and Simenggaris
         blocks. The shares were issued at a price of AUD$0.24 with each share
         entitled to one unlisted option convertible into one ordinary fully
         paid share at an exercise price of AUD$0.40 each and exercisable by
         June 24, 2002.

         Both of these placements were in accordance with the authority given by
         shareholders at the Company's general meeting held on 24 December 2001.

(c)      On 4 February 2002 due to a director's resignation, 500,000 employee
         options expired.

(d)      On 22 March 2002 the Company appointed Mr Goh Yong Kheng and Mr
         Thinagaran as directors of the Company and on 4 April 2002 appointed Mr
         Ee as a director of the Company. On 11 April 2002 Messrs Shotton and
         Saunders resigned as directors of the Company and Mr Shotton organised
         a management buy-out of the Company's former subsidiary CityView
         Corporation (UK) Ltd. Mr Goh was appointed Chief Executive of the
         Company on 10 April 2002.

         On May 31, 2002 Mr Smyth resigned as a director of the Company and
         Messrs Saddique, Ramli and Arbouw were appointed directors

         Mr Saddique was appointed Chief Executive and also a director of the
         Company on May 31, 2002 to replace Mr Goh, who resigned as Chief
         Executive on that day. Mr Saddique is the president of Central Asia
         Petroleum and is also a director and shareholder of Falcon Oil Pte Ltd.

         Mr Md Nazri Ramli is a senior geologist with Malaysia Mining
         Corporation Berhad ("MMC").

         Mr John Arbouw is a journalist, writer and communications consultant
         with over 25 years experience in newspapers and magazines in Canada,
         Europe, Asia, New Zealand and Australia.

(e)      On 28 February 2000 the Company acquired 1,000,000 shares in CGX Energy
         Inc at a cost of $1,676,150 which was lent to it by Azure Energy Fund
         Inc. On 18 May 2000 the Company sold the shares for the equivalent of
         $2,531,000 and after settlement of the loan realised a gross profit of
         $854,850. That profit was not received from Azure Energy Fund Inc
         during 2000 and was fully provisioned during that year. The receivable
         and corresponding provision were written off during 2001.

         On 2 April 2002 a net profit of US$183,831 was received in relation to
         the sale. This will be brought to income in the Company's financial
         statements for the year ending 31 December 2002.

                                       36
<PAGE>

(f)      In April 2002, in accordance with the recommendations of the due
         diligence committee, the Company signed agreements with Sands Solutions
         pursuant to which the Company no longer has a contingent liability for
         Primeorder AG.

  The financial effects of the transactions referred to in this item will be
  included in the Company's accounts for the year ended 31 December 2002.

                                       37

<PAGE>


  ITEM 9.  THE OFFER AND LISTING

  Not applicable

  ITEM 10.  ADDITIONAL INFORMATION

  A.   Share capital
  Not applicable

  B.   Memorandum and articles of association
  This information has been previously provided.

  C.   Material contracts

         Petroleum Permit Block SC41 - offshore Western Philippines
         On 30 June 1999 CityView's wholly owned subsidiary, CityView Asia Pty
         Ltd, executed an agreement with Malaysia Mining Corporation Berhad
         ("MMC") for the transfer of the Company's 49% interest in MMC
         Exploration & Production (Philippines) Pte Ltd ("MMCEPPL") in full or
         partial satisfaction of the Company's then outstanding debt to MMC and
         to discharge the Deed of Charge of 4 February 1998. At the general
         meeting of the Company's shareholders on 30 December 1999, the
         shareholders approved the sale and the Deed of Charge was discharged on
         24 January 2000.

         In April 2000 the Company, through its subsidiary CityView Asia Pty
         Ltd, entered an agreement to acquire an interest of 2.5% in Block SC 41
         from ASAB Resources Limited. As part of this acquisition all
         contributions to expenses of the current work program of two wells
         (which includes Rhino) within the block have been met on behalf of the
         Company by MMCEPPL. The consideration for the acquisition was the issue
         to ASAB Resources Limited as vendor of 2,200,000 million shares in the
         capital of the Company valued at US$1,100,000 for each percentage point
         interest.

         Indonesia - Madura and Simenggaris
         25 January 2000, agreements were signed between the Company and PT
         Medco Energi Corporation Tbk ("Medco") in respect of the Madura and
         Simenggaris Production Sharing Contracts. Under these agreements Medco
         will supervise and pay for the new work programs for the development
         and bringing into production of the oil and gas files covered by these
         contracts. The Company anticipates that from 2002 onwards each party
         will contribute on a pro-rata basis in accordance with their interests
         in each PSC, which are Medco 75% and CityView 25%.

         Gas gathering projects
         On 8 January 2002 the Company, through its wholly owned subsidiary
         CityView Asia Pty Ltd, entered an agreement to acquire shares in an oil
         company which holds legally and owns beneficially 50% of the
         shareholding in another energy based company which has identified and
         is entitled to be the owner of three separate gas-gathering projects.

         Under the agreement, the Company effectively has an option to acquire
         shares with the intention that through that shareholding the Company
         will become entitled to the benefits from the development of the
         projects.

                                       38
<PAGE>

         In 2002 the Company has paid an option fee of US$400,000. The option
         fee is refundable if necessary regulatory approvals are not obtained
         and if the Company exercises its option to acquire shares then the
         option fee will form part of the consideration payable.

         Sands Solutions
         In 2000 a heads of agreement was entered between CityView and Sands
         Solutions under which CityView acquired the rights to take up a
         strategic interest in Sands Solutions, a developer of integrated B2B
         applications. Under the terms of the heads of agreement, CityView
         agreed to make a commercial loan to Sands Solutions with the right to
         convert the loan into equity upon conclusion of extensive due diligence
         and an independent valuation.

         In April 2002, in accordance with the recommendations of the Due
         Diligence Committee, the Company signed agreements with Sands Solutions
         pursuant to which CityView can elect to have all moneys repaid to it on
         1 July 2003 or CityView can elect to convert its loan into equity in
         Sands Solutions on a formula based on an independent valuation to be
         undertaken prior to the repayment date.

         Primeorder AG
         In November 2000 the Company entered an agreement with Sands Solutions
         under which the Company acquired a beneficial interest of 25% in
         Primeorder AG which is a marketing company established in Hamburg,
         Germany to market the e-commerce applications of Sands Solutions
         throughout Europe. Sands Solutions has a 26% interest in Primeorder AG.

         As partial consideration for the Company's interest in Primeorder AG,
         the Company agreed to lend up to AUD$2,000,000 to Sands Solutions. This
         money will be used for the establishment and promotion of Primeorder
         AG. The extent of the payments and when they will be made to satisfy
         the loan will depend on how rapidly Primeorder AG expands its business
         in Europe. The Company has already advanced AUD$332,251 to Sands
         Solutions for use by Primeorder AG with the advance forming part of the
         loan disclosed herein.

         As further consideration for the acquisition of its interest in
         Primeorder AG, the Company issued 500,000 options in November 2000 to
         persons in Germany who are associated with Primeorder AG. The options
         were convertible into fully paid ordinary shares at an exercise price
         of AUD$0.80 each and all the options expired unexercised on 14 June
         2001.

         In April 2002, in accordance with the recommendations of the Due
         Diligence Committee, the Company signed agreements with Sands Solutions
         pursuant to which the Company no longer has an interest in Primeorder
         AG and the Company has been released from all obligations to provide
         more funds to Sands Solutions or its subsidiary Primeorder AG.

                                       39
<PAGE>

D.       Exchange controls
  Exchange controls and other limitations affecting security holders

  Australia has largely abolished exchange controls on investment transactions.
  The Australian dollar is freely convertible into US dollars except that all
  payments and cash transactions in excess of $5,000 to non-residents must be
  reported to the Australian Cash Transactions Agency, which monitors such
  transactions, whether they be in the form of cash, dividends, capital or
  profits.

  The Foreign Acquisitions and Takeovers Act ("Foreign Acquisitions Act") sets
  forth limitations on the rights of non-Australian residents to own or vote the
  ordinary shares of an Australian company. The Foreign Acquisitions Act permits
  the Commonwealth Treasurer to examine acquisitions and arrangements that could
  result in foreign persons controlling an Australian business. The Commonwealth
  Treasurer may prohibit a proposed takeover if it would lead to a change of
  control of a business where the resultant control would be foreign and
  therefore considered to be against the national interest. The Foreign
  Acquisitions Act contains divestiture provisions to ensure it can be enforced,
  as well as, stringent monetary-penalty provisions for breaches and the making
  of false or misleading statements.

  The Foreign Acquisitions Act requires the prior approval of the Commonwealth
  Treasurer for certain classes of persons to enter into an agreement to acquire
  shares of an Australian company, if, after the acquisition, such person or
  corporation would hold a substantial interest in such corporation, as
  explained herein. The foregoing approval requirement applies to the following
  classes of persons: (i) any natural person not ordinarily resident in
  Australia, (ii) any corporation in which either a natural person not
  ordinarily resident in Australia or a foreign corporation (as defined in the
  Foreign Acquisitions Act) holds a substantial interest, and (iii) two or more
  such persons or corporations which hold an aggregate substantial interest.

  The Foreign Acquisitions Act requires foreign persons or foreign-controlled
  entities to give forty (40) days notice to the Commonwealth Treasurer of a
  proposal to acquire or increase (or offer to acquire or increase) a single
  interest of 15% or more of the ownership or voting power of an Australian
  company. If two or more foreign persons or foreign-controlled entities are
  acting together, the threshold is 40% in the aggregate.

  The Constitution of the Company does not contain any additional limitations on
  a non-resident's right to hold or vote the Company's securities.

E.   Taxation

  The following discussion summarizes US federal and Australian tax consequences
  of the ownership of Shares by a person ("US Portfolio Stockholder") that: (i)
  is a citizen or resident of the US, a US corporation or that otherwise will be
  subject to US federal income tax on a net income basis in respect of the
  Shares; (ii) is not a resident of Australia for Australian tax purposes; (iii)
  has not, within the preceding five years, beneficially owned 10% of the issued
  capital or voting stock in the Company; and, (iv) has not used the Shares in
  carrying on a trade or business, wholly or partly through a permanent
  establishment in Australia.

  The statements regarding US and Australian tax laws set forth herein are based
  on those laws as in force on the date of this document that may affect the tax
  consequence described herein (some of which may have retroactive effect). This
  summary is not exhaustive of all possible tax consideration and investors are
  advised to satisfy themselves as to the overall tax consequences, including
  specifically the consequences under US, state, local and other laws, of the
  acquisition, ownership and disposition of Shares by consulting their own tax
  advisers.

                                       40
<PAGE>

  Taxation of Gains on Sale

  A US Portfolio Stockholder is not subject to Australian income tax on the sale
    of its Shares in the Company.

  Passive Foreign Investment Company Status

  A foreign corporation is classified as a passive foreign investment company (a
  "PFIC") in any taxable year in which, after taking into account the income and
  assets of certain subsidiaries pursuant to the applicable US Internal Revenue
  Code "look-through" rules, either (i) at least 75% of its gross income is
  passive income, or (ii) at least 50% of the average value of its assets is
  attributable to assets that produce passive income from cash holdings and
  profits from the sale of marketable securities, even if derived from an active
  business.

  If the Company were a PFIC during any year in which a US Portfolio Stockholder
  owned Shares, that US Portfolio Stockholder would be subject to additional
  taxes on any gain realized from the sale or any other disposition of the
  Shares, or any excess distribution received from the Company.

  A US Portfolio Stockholder will have an excess distribution to the extent that
  distributions on Shares during a taxable year exceeded 125% of the average
  amount received during the three preceding taxable years (or, if shorter, the
  US Portfolio Stockholders' holding period for the Shares). To compute the tax
  on gain or on an excess distribution, (i) the excess distribution or the gain
  is allocated ratably over the US Portfolio Stockholder's holding period for
  the Shares, (ii) the amount allocated to the current taxable year at the
  highest applicable marginal rate in effect for each year and (iii) an interest
  charge is imposed to recover the deemed benefit from the deferred payment of
  the tax attributable to each year.

  If the Company is a PFIC, US persons that own an interest in another entity
  that owns shares in the Company may be treated as indirect holders of their
  proportionate share of that entity's Shares, and may be taxed on their
  proportional share of any gain or excess distribution from that entity
  attributable to the entity's in the Company. A US person that owns an interest
  in the entity that is an actual holder of Shares will be treated as an
  indirect holder if (i) the actual holder is itself a PFIC, (ii) the actual
  holder is a foreign corporation other than a PFIC in which the US person who
  owns an interest in the actual holder owns (directly or indirectly) at least
  50% in value of the actual holder's shares, or (iii) the actual holder is a
  partnership, trust or estate in which the US Portfolio Stockholder is a
  partner or beneficiary. An indirect holder must take into income its portion
  of any excess distribution received by the actual holder or any gain
  recognized by the actual holder on the Shares. An indirect holder also must
  treat an appropriate portion of its gain on the sale or disproportion of its
  interest in the actual holder as gain on the sale of the Shares. If the
  Company were a PFIC, a US Portfolio Stockholder of Shares would generally be
  subject to similar rules with respect to distribution by, and dispositions of
  the shares of, any direct or indirect subsidiaries of the Company that were
  PFICs.

  The Internal Revenue Code provides each US stockholder in an PFIC with an
  election whereby the additional US tax burden imposed on gain on sale of PFIC
  stock and receipt of excess distributions from a PFIC, as described above, can
  be avoided. This election generally requires that the PFIC stockholder include
  in its income, its pro-rata share of the PFICs distributed and undistributed
  income, as computed under US tax accounting principles, on an current basis.
  In certain cases, a further election is available to an electing PFIC
  stockholder to defer the tax payable with respect to the stockholder's
  pro-rata share of the PFICs undistributed income, although in this case
  interest applies on the deferred tax. Thus, even if the first or both of these
  elections are made, a US stockholder of a PFIC loses the tax benefit, which is
  available with respect to investment in a non-PFIC corporation, of deferring
  and converting to capital gain the investor's personal US tax liability with
  respect to the Company's undistributed income. These elections also generally
  require that the PFIC annually provide the electing PFIC shareholder, for
  inspection by the Internal Revenue Service, an analysis of the PFICs income
  computed under US tax accounting principals.

                                       41
<PAGE>

  The  Company does not intend to furnish any US Portfolio Stockholder with  the
  information  that it would  need in order to avoid  the  PFIC  tax  treatment
  described by  electing to include  its  share  of the  Company's  income  on a
  current  basis.  Therefore these elections may not be available to the
  Company's US Portfolio Stockholders.

  There are other adverse US tax rules associated with holding Shares in a
  company that has been a PFIC during any part of a US Portfolio Stockholders
  holding period. These include a denial of a step-up in a tax basis on the
  death of a US individual stockholder, and burdensome reporting requirements.

  If the Company ceases to be a PFIC, a US Portfolio Stockholder may avoid the
  contained application of the tax treatment described above by electing to be
  treated as if it sold its Shares on the last day of the last taxable year in
  which the Company was a PFIC. Any gain is recognized and subjected to tax
  under the rules described above. Loss is not recognized. The US Portfolio
  Stockholder's basis in the Shares is increased by the amount of gain
  recognized on the deemed sale. This election is not available to a US
  Portfolio Stockholder that previously elected to include its share of the
  Company's income on a current basis. The US Congress recently has considered
  legislation that would alter the PFIC rules substantially. Prospective
  investors should consult their own tax advisors as to the potential
  application of the PFIC rules, as well as, the impact of any proposed
  legislation that could affect them.

  Taxation of Dividends

  The Company does not expect to pay cash dividends for the foreseeable future,
  but, rather, to retained earnings, if any, to finance expansion of its
  business. Should the Company begin paying dividends, however, the Company's
  dividends to its US Portfolio Stockholders would be exempt from Australian
  dividend withholding tax to the extent such dividends are considered to be
  "franked" for Australian tax purposes. A dividend is considered to be
  "franked" to the extent that such dividend is paid out of the Company's income
  on which Australian corporate tax has been levied. Even if not "franked," a
  dividend will be exempt from Australian dividend withholding tax if it is paid
  out of the Company's non-Australian source dividend income and the Company
  specifies a "foreign dividend account declaration percentage" for such
  purpose. The Company anticipates that if it pays dividends, such dividends
  would likely be either "franked," or paid from the Company's non-Australian
  source dividend income as specified in the foreign dividend account
  declaration percentage, and therefore would be exempt from Australian dividend
  withholding tax.

  If, however, dividends are paid by the Company that are not "franked," nor
  paid from the initial Company's non-Australian source dividend income as
  specified in the foreign dividend account declaration percentage, such
  dividend would then be subject to Australian dividend withholding tax.
  However, in accordance with the provisions of the Australia/United States
  Income Tax Treaty, Australian withholding tax on dividend income derived by a
  US stockholder would be limited to 15% of the gross amount of the dividend.
  Subject to certain limitations, any Australian dividend withholding tax may be
  claimed as a credit against the federal income tax liability of the US
  stockholder. The overall limitation on non-US taxes eligible for US credit is
  calculated separately with respect to specific classes, or "baskets" of
  income. For this purpose, dividends distributed by the Company will generally
  constitute "passive income" or, in the case of certain US Portfolio
  Stockholder, "financial service income." The US tax credits allowable with
  respect to each income basket cannot exceed the US federal income tax payable
  with respect to such income. The consequences of the separate limitation
  calculation will depend on the nature and sources of each US Portfolio
  Stockholder's income and the deductions allocable thereto.

                                       42
<PAGE>

  Distributions on the Shares will constitute dividends for US Federal income
  tax purposes to the extent paid out of current or accumulated earnings and
  profits, if any of the Company, as determined for US federal income tax
  purposes. If the Company pays a dividend, such dividend would likely be paid
  in Australian dollars. The amount of dividend income for a US Portfolio
  Stockholder will be the US dollar value of the dividend payment on the date of
  receipt, even if the dividend is not converted into US dollars Gain or loss,
  if any, realized on a sale or other disposition of Australian Dollars will be
  ordinary income or loss to the US Portfolio Stockholder. Dividends paid by the
  Company will not be eligible for the "inter-corporate dividends received"
  deduction allowed to US corporations.

  Estate and Gift Tax

  Australia does not impose any estate, inheritance or gift taxes. Therefore, no
  Australian estate tax, inheritance tax or gift tax will be imposed on the
  death or upon a lifetime gift by, a US Portfolio Stockholder.

  F.   Dividends and paying agents
  Not applicable

  G.   Statement by experts
  Not applicable

  H.   Documents on display

  Persons   having  a  right  of  inspection   of  the  Company's   records
  under  the   Australian  corporations  and  securities legislation can inspect
  such  records by  contacting the  Company's registered office at 63 Burswood
  Road, Burswood, Western Australia, Telephone: (61 8) 6250 9099,
  Fax: (61 8) 6250 9088, email: info@cityviewcorp.com.

  I.   Subsidiary information
  Additional information not applicable

  ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

  Not applicable

  ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.

  A.   Debt securities
  Not applicable

  B.   Warrants and rights
  Not applicable

                                       43
<PAGE>

  C.   Other securities
  Not applicable

  D.   American depositary shares
  Not applicable


  PART II

  ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

  Not applicable

  ITEM 14.  MATERIAL  MODIFICATIONS  TO THE RIGHTS OF SECURITY  HOLDERS AND USE
            OF PROCEEDS

  Not applicable

  E.   Use of proceeds

  Not applicable

  ITEM 15.  [RESERVED]

  ITEM 16.  [RESERVED]

                                       44
<PAGE>

                                     PART IV

  ITEM 17.  FINANCIAL STATEMENTS.


                          CITYVIEW CORPORATION LIMITED
           Annual Report For The Financial Year Ended 31 December 2001


                                                                    Page Number
                                                                 ---------------
Auditors' Report                                                         F-2

Statement of Financial Performance                                       F-4

Statement of Financial Position as at 31 December 2001                   F-5

Statement of Cash Flow                                                   F-6

Notes to and Forming Part of the Financial Statements                 F-7-F-28




                                       F-1
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders
CityView Corporation Limited

        We have audited the accompanying consolidated statement of financial
position of CityView Corporation Limited as of December 31, 2001 and 2000 and
the related consolidated statements of financial performance, and cash flows for
the years ended December 31, 2001, 2000, and 1999. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

         We conducted our audit in accordance with United States generally
accepted auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

         In our opinion, the financial statements referred to above present
fairly, the consolidated financial position of CityView Corporation Limited as
of December 31, 2001 and 2000 and the consolidated results of its financial
performance and its cash flows for the years ended December 31, 2001, 2000 and
1999 in conformity with Australian generally accepted accounting principles.


                                                 /s/Feldman Sherb & Co., P.C.
                                                    Feldman Sherb & Co., P.C.
                                                  Certified Public Accountants

New York, New York
June 4, 2002


                                       F-2
<PAGE>


The accompanying financial statements have been prepared in accordance with
Australian generally accepted accounting principles.







                                       F-3
<PAGE>

                         CITYVIEW CORPORATION LIMITED
                       STATEMENT OF FINANCIAL PERFORMANCE
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001

<TABLE>
<CAPTION>

                                                                  Consolidated Entity                             Parent Entity
                                                                31-Dec-01     31-Dec-00     31-Dec-99        31-Dec-01   31-Dec-00
                                                        NOTE      AUD$           AUD$          AUD$             AUD$        AUD$


<S>                                                      <C>        <C>            <C>              <C>         <C>          <C>
Revenues from ordinary activities                        2        229,087        207,368          208         229,087      207,368

Employee wages and benefits expense                              (185,558)      (118,123)    (271,269)       (185,558)    (118,123)

Depreciation and amortization expense                              (5,226)        (2,184)      (8,252)         (5,226)      (2,184)

Brokerage and advisory fees                                      (549,638)      (607,455)           -        (549,638)    (607,455)

Other expenses from ordinary activities                        (3,653,952)    (5,017,182) (10,815,794)     (3,805,528)  (4,986,568)
                                                             ------------------------------------------     ------------------------
Profit (loss) from ordinary activities before
   income tax expense                                    3     (4,165,287)    (5,537,576) (11,095,107)     (4,316,863)  (5,506,962)
                                                             ------------------------------------------     ------------------------
Profit (loss) from ordinary activities after related
   income tax expense                                          (4,165,287)    (5,537,576) (11,095,107)     (4,316,863)  (5,506,962)

Net profit (loss) attributable to members of the
   parent entity                                               (4,165,287)    (5,537,576) (11,095,107)     (4,316,863)  (5,506,962)
                                                             ------------------------------------------     ------------------------

Basic earnings (loss) per share (cents per share)        16         (0.08)         (0.13)       (0.70)

</TABLE>


         The accompanying notes form part of these financial statements.

                                       F-4

<PAGE>

                          CITYVIEW CORPORATION LIMITED
                         STATEMENT OF FINANCIAL POSITION
                                31 DECEMBER 2001

<TABLE>
<CAPTION>


                                                                        Consolidated Entity            Parent Entity
                                                                      31-Dec-01      31-Dec-00           31-Dec-01      31-Dec-00
                                                          NOTE          AUD$            AUD$                AUD$          AUD$

<S>                                                          <C>           <C>            <C>                  <C>          <C>
CURRENT ASSETS
Cash                                                         8             101,883        822,559              56,425       822,551
Receivables                                                  9             173,487              -              17,836             -
                                                                   -------------------------------     -----------------------------
TOTAL CURRENT ASSETS                                                       275,370        822,559              74,261       822,551
                                                                   -------------------------------     -----------------------------
NON CURRENT ASSETS
Receivables                                                  10         10,952,187     10,225,105          15,572,187    14,845,105
Investments                                                  11                  -        550,500                  16       550,510
Property, plant and equipment                                12             10,177          9,723              10,177         9,723
Acquisition, exploration and development                     13          4,620,002      4,620,002                   -             -
                                                                   -------------------------------     -----------------------------
TOTAL NON CURRENT ASSETS                                                15,582,366     15,405,330          15,582,380    15,405,338
                                                                   -------------------------------     -----------------------------

TOTAL ASSETS                                                            15,857,736     16,227,889          15,656,641    16,227,889
                                                                   -------------------------------     -----------------------------
CURRENT LIABILITIES
Accounts payable                                             14            108,355        290,946              58,836       290,946
                                                                   -------------------------------     -----------------------------
TOTAL CURRENT LIABILITIES                                                  108,355        290,946              58,836       290,946
                                                                   -------------------------------     -----------------------------
TOTAL LIABILITIES                                                          108,355        290,946              58,836       290,946
                                                                   -------------------------------     -----------------------------
NET ASSETS/(LIABILITIES)                                                15,749,381     15,936,943          15,597,805    15,936,943
                                                                   ===============================     =============================
SHAREHOLDERS' EQUITY
Contributed capital                                        15(a)        64,851,446     60,873,721          54,295,996    50,318,271
Accumulated losses                                         15(e)       (49,102,065)   (44,936,778)        (38,698,191)  (34,381,328)
                                                                   -------------------------------     -----------------------------
Shareholders' equity attributable to the
members of the parent entity                                            15,749,381     15,936,943          15,597,805    15,936,943
                                                                   -------------------------------     -----------------------------
TOTAL SHAREHOLDERS' EQUITY/(DEFICIT)                                    15,749,381     15,936,943          15,597,805    15,936,943
                                                                   ===============================     =============================
</TABLE>




         The accompanying notes form part of these financial statements.

                                       F-5
<PAGE>

                          CITYVIEW CORPORATION LIMITED
                             STATEMENT OF CASH FLOWS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001


<TABLE>
<CAPTION>

                                                                  Consolidated Entity                          Parent Entity
                                                                31-Dec-01    31-Dec-00    31-Dec-99       31-Dec-01     31-Dec-00
                                                        NOTE       AUD$         AUD$        AUD$             AUD$         AUD$

<S>                                                                 <C>          <C>             <C>          <C>           <C>
Cash Flows From Operating Activities
Interest received                                                   211,251      139,119         205          211,251       139,119
Interest and other costs of finance paid                           (549,638)    (607,455)    (11,040)        (549,638)     (607,455)
Payments to suppliers and employees                              (3,540,452)  (2,386,099) (1,971,760)      (3,181,553)   (2,386,099)
                                                               --------------------------------------    ---------------------------
Net cash provided (used) by operating activities       19(d)     (3,878,839)  (2,854,435) (1,982,595)      (3,519,940)   (2,854,435)
                                                               --------------------------------------    ---------------------------
Cash flows from investing activities
Loan to Sands Solutions.com Pty Ltd ("Sands Solutions")            (500,000)  (2,500,000)          -         (500,000)   (2,500,000)
Payment for the development of oil fields                                 -     (949,647)          -                -      (949,647)
Payment for investment in listed corporation.                      (163,911)    (550,500)          -         (163,911)     (550,500)
Payment for the acquisition, exploration,
   evaluation and development of oil fields                        (155,651)           -           -                -             -
Advance to controlled entities                                            -            -           -         (560,000)
                                                               --------------------------------------    ---------------------------
Net cash provided/(used) by investing activities                   (819,562)  (4,000,147)          -       (1,223,911)   (4,000,147)
                                                               --------------------------------------    ---------------------------
Cash from financing activities
Proceeds from the issue of shares                                 3,977,725    7,679,977   1,992,771        3,977,725     7,679,977
Proceeds from the issue of debentures                                     -            -           -                -             -
Loans from related party                                                  -            -           -                -             -
Repayment of loan from related party                                      -            -           -                -             -
                                                               --------------------------------------    ---------------------------
Net cash provided/(used) by financing activities                  3,977,725    7,679,977   1,992,771        3,977,725     7,679,977
                                                               --------------------------------------    ---------------------------
Net increase (decrease) in cash                                    (720,676)     825,395      10,176         (766,126)      825,395
Cash at the beginning of the financial year                         822,559       11,679       1,503          822,551        (3,371)
Adjustment re cash held in entities disposed                              -      (14,515)          -                -           527
                                                               --------------------------------------    ---------------------------
Cash at the end of the financial year                  19(a)        101,883      822,559      11,679           56,425       822,551
                                                               ======================================    ===========================
</TABLE>




      The accompanying notes form part of these financial statements.

                                       F-6

<PAGE>


              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001


1.       Statement of Accounting Policies

     Basis of Reporting

     The financial report is a general purpose financial report which has been
     prepared in accordance with the Corporations Act 2001, all applicable
     Accounting Standards and Urgent Issues Group Consensus Views and other
     authoritative pronouncements of the Australian Accounting Standards Board,
     and complies with other legal requirements.

     The financial report covers the consolidated entity CityView Corporation
     Limited ("CityView") and its controlled entities and CityView as an
     individual parent entity. CityView is a listed public company, incorporated
     and domiciled in Australia.

     The financial report has been prepared on an accrual basis and is based on
     historical cost and, except where stated, does not take into account
     changing money values or current valuations of non current assets. Cost is
     based on the consideration given in exchange for assets.

     Significant Accounting Policies

     Accounting policies are selected and applied in a manner which ensures that
     the resulting financial information satisfies the concepts of relevance and
     reliability, and that the substance of underlying transactions and other
     events is reported.

     The following significant accounting policies have been adopted in the
preparation and presentation of the financial report:

(a)      Principles of Consolidation

     A controlled entity is an entity controlled by CityView. Control exists
     where CityView has the capacity to dominate the decision making in relation
     to the financial and operating policies of another entity so that the other
     entity operates with CityView to achieve the objectives of CityView. A list
     of controlled entities is contained in Note 18 to the financial
     statements.

     All inter-company balances and transactions between entities in the
     consolidated entity, including any unrealized profits or losses, have been
     eliminated on consolidation.

     Where controlled entities have entered or left the consolidated entity
     during the year, their operating results have been included from the date
     control was obtained or until the date control ceased.

     Outside interests in the equity and results of the entities that are
     controlled are shown as a separate item in the consolidated financial
     report.

(b)      Taxation

     The Company adopts the liability method of tax effect accounting under
     which the income tax expense shown in the statement of financial
     performance is calculated on profit/(loss) from ordinary activities
     adjusted for permanent differences. The tax effect of timing differences
     arising from items being brought to account in different periods for income
     and accounting purposes is carried forward in the balance sheet as a future
     tax benefit or a deferred tax liability.

     Future income tax benefits:
        (i)  are not brought to account unless realisation of the asset is
             assured beyond reasonable doubt; and
        (ii) where they relate to tax losses are only brought to account when
             their realisation is virtually certain.

                                      F-7
<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001


     Summary of Accounting Policies (cont)

(c)      Foreign Currency

     Foreign currency transactions during the year are converted to Australian
     currency at the rates of exchange applicable at the dates of the
     transactions. Amounts receivable and payable in foreign currencies at
     balance date are converted at the rates of exchange ruling at that date.

     The gains and losses from conversion of short-term assets and liabilities,
     whether realised are included in profit from ordinary activities as they
     arise.

     The assets and liabilities of the overseas controlled entities which are
     self-sustaining, are translated at year-end rates and operating results are
     translated at the rates ruling at the end of each month. Gains and losses
     arising on translation are taken directly to the foreign currency
     translation reserve.

     (d) Acquisition, Exploration and Development Expenditure

     The consolidated entity has interests in contracts to develop and operate
     oil and gas fields in Indonesia and the Philippines. These contracts are
     under standard terms for foreign companies operating in those countries and
     the amounts for acquisition costs and exploration and development
     expenditure are recorded at cost. The contracts are subject to controls and
     regulations by the respective host countries and to some extent may be
     affected by the political stability of those countries. While the share of
     revenue from shareable oil and gas from the operations in Indonesia and the
     Philippines will be receivable by the consolidated entity in US dollars,
     the ultimate recoverability of the acquisition costs and exploration and
     development expenditure will be dependent on the future development and
     successful exploitation of the respective areas of interest or the ultimate
     sale of those areas. The directors are not able to determine what effect
     these factors, together with any fall in world oil and gas prices, may have
     on the future values of any expenditure carried forward.

(e)      Equipment

     Each class of equipment is carried at cost or fair value less, where
     applicable, any accumulated depreciation.

     The carrying amount of equipment is reviewed annually by directors to
     ensure it is not in excess of the recoverable amount from these assets. The
     recoverable amount is assessed on the basis of the expected net cash flows
     which will be received from the assets employment and subsequent disposal.
     The expected net cash flows hav3e not been discounted to their present
     values in determining recoverable amounts.

     The cost of fixed assets constructed within the consolidated entity
     includes the cost of materials, direct labour, borrowing costs and an
     appropriate proportion of fixed and variable overheads.

(f)      Depreciation

     All equipment has been depreciated on a straight-line basis so as to write
     off the net cost of each asset over its expected useful life. The normal
     estimated useful life for equipment adopted for depreciation purposes is 3
     years.

(g)      Investments

     Investments in controlled entities are recorded at cost and other
     investments are carried at cost or valuation determined by the directors.

(h)      Payables

     Trade payables and other accounts payable are recognized when the
     consolidated entity becomes obliged to make payments for the purchase of
     goods or services received.

                                      F-8
<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001


     Summary of Accounting Policies (cont)

(i)      Receivables

     Trade and other receivables are recorded at amounts due less provision for
     doubtful debts if recovery of the full amount due is no longer probable.

(j)      Recoverable Amount of Non-current Assets

     Non-current assets are written down to the recoverable amount where the
     carrying value of a non-current asset exceeds the recoverable amount. In
     determining the recoverable amount expected net cash flows have not been
     discounted.

(k)      Employee Entitlements

     Provision is made for the company's liability for employee entitlements
     arising from services rendered by employees to balance date. Employee
     entitlements expected to be settled within one year together with
     entitlements arising from wages and salaries, annual leave and sick leave
     which will be settled after one year, have been measured at their nominal
     amount. Other employee entitlements payable later than one year have been
     measured at the present value of the estimated future cash outflows to be
     made for those entitlements.

     Contributions are made by the consolidated entity to employee
     superannuation funds and are charged as expenses when incurred.

     The Company does not record as an asset or a liability, the difference
     between the employer established defined benefit superannuation plan's
     accrued benefits and the net market value of the plans assets.

     The Company operates an Employee Share Plan, details of which are provided
     in Note 6 to the financial statements. Profits or losses incurred by
     employees, being the difference between the market value and the par value
     of the shares acquired, are not recorded by the Company as remuneration
     paid to employees.
<TABLE>
<CAPTION>

                                               Consolidated Entity                 Parent Entity
                                             31-Dec-01      31-Dec-00       31-Dec-01         31-Dec-00
                                           -------------- -------------- ----------------- ----------------
<S>                                              <C>            <C>             <C>               <C>
       Number of employees at year end           2              2               2                 2
</TABLE>

     The Company also uses the services of several consultants and contractors
        on an as needs basis.

     (l) Cash
         For the purpose of the statement of cash flows, cash includes:
                  -  Cash on hand and at call deposits with banks or financial
                     institutions, net of bank overdrafts and;
                  - Investments in money market instruments with less than 14
                    days to maturity.

(m)      Revenue

         Interest revenue is recognised on a proportional basis taking into
         account the interest rates applicable to the financial assets.

         Dividend revenue is recognised when the right to receive a dividend has
         been established. Dividends received from associates and joint venture
         entities are accounted for in accordance with the equity method of
         accounting.

(n)      Comparative Figures

         Where required by Accounting Standards comparative figures have been
         adjusted to conform with changes in presentation for the current
         financial year.

                                      F-9
<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001

     Summary of Accounting Policies (cont)

(o)      Going Concern

     The financial statements have been prepared adopting the going concern
     convention which assumes continuity of normal business activities and the
     realisation of assets and the settlement of liabilities in the ordinary
     course of business. The going concern convention has been adopted as
     agreements have been entered into under which the share of all expenditure
     for exploration and development of the areas of interest in Indonesia and
     the Philippines normally payable by the consolidated entity will in each
     case be met by outside joint venture partners (refer to Note 21(a). In
     addition arrangements have been made to raise sufficient funds to meet
     continuing operations of the consolidated entity.
<TABLE>
<CAPTION>


                                                             Consolidated Entity                    Parent Entity
                                                   31-Dec-01      31-Dec-00      31-Dec-99    31-Dec-01      31-Dec-00
                                                       A$            A$             A$            A$            A$

2.       Revenue

Revenue - Non Operating Activities

<S>                                                          <C>             <C>          <C>          <C>             <C>
Proceeds from the sale of non current
investment                                                   -               -             3            -               -

Revenue - Operating Activities

Sales                                                        -               -             -            -               -
Interest received on loan to Sands Solutions           216,522          63,095             -      216,522          63,095
Interest received - other parties                       12,565          76,024           205       12,565          76,024
Foreign exchange gain                                        -          68,249             -            -          68,249
                                                  ------------------------------------------------------------------------
  Total Revenue                                        229,087         207,368           208      229,087         207,638
                                                  ------------------------------------------------------------------------
</TABLE>

The shareholders of the Company on 30 December 1999 agreed to partially satisfy
the debt to Malaysia Mining Corporation Berhad of $14,861,564 by the sale to it
of the Company's interest of 6.125% in the Petroleum Permit Block held under
Service Contract 41 in offshore Philippines. This net interest in Service
Contract 41 accrued to the Company through its shareholding of 49% in MMC
Exploration & Production (Philippines) Pte Ltd. The sale was achieved by the
Company transferring to Malaysia Mining Corporation Berhad all of its
shareholding in MMC Exploration & Production (Philippines) Pte Ltd for a price
of $10,555,450. The interest of the Company in Service Contract 41 (represented
by its shareholding in MMC Exploration & Production (Philippines) Pte Ltd) had
been written down to a nil value The sale of $10,555,450 was recorded in the
financial statements of the Company for the year ended 31 December 1999 as a
capital contribution.

3.       Loss from ordinary activities

Loss from ordinary activities before income tax has been determined after:
<TABLE>
<CAPTION>

Expenses
<S>                                                    <C>           <C>             <C>            <C>         <C>
General and administrative expenses                    870,930       1,728,903       3,910,909      834,336     1,698,289
Depreciation                                             5,226           2,184           9,097        5,226         2,184
Provision for doubtful debts                                 -         854,850               -            -       854,850
Interest expense                                             -          59,570         973,121            -        59,570
Marketing services                                   1,579,107       1,499,430               -    1,579,107     1,499,430
Corporate public relations                             229,864         818,007               -      229,864       818,007
Financial and brokerage services                       319,774          86,000               -      319,774        86,000
Consultants services                                   675,063         696,000               -      303,233       696,000
Investment loss                                        714,410               -               -      714,410             -
Loss on disposal of subsidiary                               -               -       1,201,388            -             -
Provision for diminution of investment                       -               -         214,413      560,000             -
Exploration expenditure written off                          -               -       4,786,387            -             -
                                                  ------------------------------------------------------------------------
   Total expenses                                    4,394,374       5,744,944      11,095,315   (4,545,950)   (5,714,330)
                                                  ------------------------------------------------------------------------
Net Income (Loss)                                   (4,165,287)     (5,537,576)    (11,095,107)  (4,316,863)   (5,506,962)
                                                  ========================================================================
</TABLE>

                                      F-10
<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001

<TABLE>
<CAPTION>
                                                                Consolidated Entity                  Parent Entity
                                                      31-Dec-01     31-Dec-00      31-Dec-99    31-Dec-01     31-Dec-00
                                                          A$            A$            A$            A$           A$
4.       Income Tax
 (a) The prima facie income tax benefit on loss
     from ordinary activities before income tax
     reconciles to the income tax benefit in the
     financial statements as follows:
<S>                                                    <C>           <C>          <C>          <C>            <C>
      Loss from ordinary activities before
      income tax                                      (4,165,287)    (5,537,576)  (11,095,107) (4,316,863)   (5,506,962)
                                                     ---------------------------------------------------------------------
Income tax expense/(benefit) calculated at 30% of
Operating profit for year ended 31 December 2001
and 34% for year ended 31 December 2000               (1,249,586)    (1,882,775)   (3,994,239) (1,295,095)   (1,872,367)

Permanent differences                                    974,333              -             -   1,028,492             -

Timing differences and tax losses not brought to
account as future income tax benefits                    275,253      1,882,775     3,994,239     266,567     1,872,367
                                                     ---------------------------------------------------------------------
Income tax expense                                             -              -             -           -             -
                                                     ---------------------------------------------------------------------
(b) Future income tax benefits not brought to
account as assets                                     15,460,666     14,211,080    12,328,305  14,787,758    13,492,663
                                                     ---------------------------------------------------------------------
                                                      15,460,666     14,211,080    12,328,305  14,787,758    13,492,663
                                                     ---------------------------------------------------------------------
</TABLE>

The taxation benefits of tax losses and timing differences not brought to
account will only be obtained if:
i) assessable income is derived of a nature and of an amount sufficient to
   enable the benefit from the deductions to be realized:
ii)conditions for deductibility imposed by the law are complied with; and
iii)no  changes  in tax  legislation  adversely  affect the  realization  of the
benefit from the deductions.

                                      F-11
<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001

5.       Directors' Remuneration

The directors of the Company for
the year ended 31 December 2000
were :
<TABLE>
<CAPTION>
<S>                                                        <C>        <C>       <C>       <C>       <C>        <C>

                                        Peter Mark Smyth
                                        Yusufali M Jumabhoy (Appointed 16 October 2001)
                                        William Mansell Shotton Appointed 16 November 2001)
                                        David Michael Saunders (Appointed 22 November 2001)
                                        Peter John Augustin Remta (Resigned 12 October 2001)
                                        Leslie Robert Maurice Friday (Resigned 4 December 2001)


                                                                Consolidated Entity               Parent Entity
                                                           31-Dec-01  31-Dec-00 31-Dec-99 31-Dec-01 31-Dec-00  31-Dec-99
                                                               A$        A$        A$        A$         A$         A$
The aggregate of income paid or payable,
or otherwise made available, in respect
of the financial year, to all directors
of the Company, directly or indirectly,
by the Company or by any related party.                                                    564,023   284,915    985,000
                                                                                        --------------------------------

The aggregate of income paid or payable,
or otherwise made available, in respect
of the financial year, to all directors
of each entity in the consolidated
entity, directly or indirectly, by the
entities in which they are directors or
by any related party.                                      564,023    284,915    985,000
                                                        ---------------------------------

The number of directors of the Company whose total
income falls within each successive $10,000 band of
income;
Nil                                                            1         -                   1         -
$10,000  -  $19,999                                            -         1                   -         1
$20,000  -  $29,999                                            1         -                   1         -
$30,000  -  $39,999                                            1         -                   1         -
$50,000  -  $59,999                                            -         1                   -         1
$100,000 - $109,999                                            1         -                   1         -
$140,000 - $149,999                                            1         -                   1         -
$220,000 - $229,999                                            -         1                   -         1
$260,000 - $269,999                                            1         -                   1         -
</TABLE>


All of the executives of the Company were also its directors during the
financial year.

                                      F-12
<PAGE>


              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001

6.       Employee Share Plan

On June 25, 2001 the Company issued a total of 2,500,000 options under the
Incentive Option Plan forming part of the Employee Share Plan that was approved
by shareholders a the annual general meeting held on 31 May 2000. During the
year there were no more than ten eligible participants for the Employee Share
Plan. The options were issued as a performance incentive for no consideration to
eligible employees under the Incentive Option Plan. Each of these options
confers the right to acquire one (1) ordinary fully paid share in the capital of
the company at a price of $0.35 each on or before 30 June 2002. Due to a
director's resignation, 700,000 options expired on 12 December 2001.

On 31 October 2001 a further 200,000 options were issued under the Incentive
Option Plan exercisable at a price of $0.20 each on or before 30 June 2002.

The remaining 2,000,000 employee options remained unexercised at 31 December
2001. In accordance with the terms of the Employee Share Plan all issues of
options under the Employee Share Plan are at the discretion of the directors.

<TABLE>
<CAPTION>

                                                               Consolidated Entity                Parent Entity
                                                             31-Dec-01     31-Dec-00            31-Dec-01    31-Dec-00
<S>                                                              <C>            <C>                 <C>           <C>
                                                                A$             A$                  A$            A$
7.       Remuneration of Auditors

Amounts received, or due and receivable
from the Company and any related organisation for:

Auditing the financial statements                                 65,000         20,000             50,000         20,000
Other services                                                    15,000         15,000             15,000         15,000
                                                           -----------------------------       --------------------------
                                                                  80,000         35,000             65,000         35,000
                                                           -----------------------------       --------------------------

8.       Cash
Cash on hand                                                         500            500                500            500
Cash at bank                                                     101,383        822,059             55,925        822,051
                                                           -----------------------------       ---------------------------
                                                                 101,883        822,559             56,425        822,551
                                                           -----------------------------       ---------------------------

9.      Current Receivables
Other debtors                                                    173,487        854,850             17,836        854,850
Provision for doubtful debt                                            -       (854,850)                 -       (854,850)
                                                           -----------------------------       ---------------------------
                                                                 173,487              -             17,836              -
                                                           -----------------------------       ---------------------------
10.      Non Current Receivables
Loans to controlled entities                                          -             -            5,180,000      4,620,000
Provision for investment write down-at cost                           -             -             (560,000)             -
Loan to Sands Solutions                                       3,000,000     2,500,000            3,000,000      2,500,000
Loans to Medco Madura Pty Ltd and
Medco Simenggaris Pty Ltd                                     7,952,187     7,725,105            7,952,187      7,725,105
                                                         -----------------------------        ----------------------------
                                                             10,952,187    10,225,105           15,572,187     14,845,105
                                                         -----------------------------        ----------------------------
</TABLE>

The loans to Medco Madura Pty Ltd and Medco Simenggaris Pty Ltd represent moneys
owing to the Company for work previously carried out on the Madura and
Simenggaris blocks in Indonesia and paid for by the Company. The ultimate
recoverability of these loans is dependent upon the successful exploitation of
the Madura and Simenggaris blocks by those companies.

                                      F-13
<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001


10.      Non Current Receivables (cont.)

The loan to Sands Solutions is secured by a registered fixed and floating charge
over all the assets and undertaking of that company. Its recoverability is
reliant in the normal course of trading on the planned expansion of and
increased revenues from the businesses conducted by Sands Solutions or the sale
of those businesses and other assets of that company. It is considered that in
the event of default a sale of those businesses and assets would realise
sufficient funds to satisfy the loan. The directors would set off the loan
against any purchase money payable for the acquisition by the Company of an
interest in Sands Solutions.
<TABLE>
<CAPTION>


                                                                Consolidated Entity                Parent Entity
                                                              31-Dec-01       31-Dec-00          31-Dec-01    31-Dec-00
<S>                                                                <C>            <C>                <C>           <C>
                                                                  A$             A$                 A$            A$
11.      Non-Current Investments
      In controlled entities-at cost
CityView Asia Pty Ltd                                                     -             -                 10           10
CityView Corporation (UK) Ltd                                             -             -                  6            -
                                                           -------------------------------     ---------------------------
                                                                          -             -                 16           10
                                                           -------------------------------     ---------------------------

      In Non-related entities-at cost
Shares in Telezon Limited (Administrator Appoined)                        -       550,000                  -      550,000
                                                           -------------------------------     ---------------------------
                                                                          -       550,000                  -      550,000
                                                           -------------------------------     ---------------------------
Total Non-current Investments                                             -       550,000                 16      550,510
                                                           -------------------------------     ---------------------------

12.      Equipment
Equipment at cost                                                                                     17,586       11,907
                                                                     17,586        11,907
Less accumulated depreciation                                        (7,409)       (2,184)            (7,409)      (2,184)
                                                           -------------------------------     ---------------------------
                                                                     10,177         9,723             10,177        9,723
                                                           -------------------------------     ---------------------------
Balance at the beginning of year                                      9,723             -              9,723            -
Additions                                                             5,680        11,907              5,680       11,907
Depreciation expense                                                 (5,226)       (2,184)            (5,226)      (2,184)
                                                           -------------------------------     ---------------------------
Carrying amount at year end                                          10,177         9,723             10,177        9,723
                                                           -------------------------------     ---------------------------
13.      Acquisition, Exploration and Development
Acquisition costs and exploration and development
expenditure carried forward in respect of areas of
interest at cost:                                                 4,620,002     4,620,002                  -            -
                                                           -------------------------------     ---------------------------
                                                                  4,620,002     4,620,002                  -            -
                                                           -------------------------------     ---------------------------

The consolidated entity has entered into a contract to explore and develop  oil
and gas fields in the Philippines. This contract is under standard
terms for foreign companies operating in those countries. The costs will be
amortised over the life of the various projects once production commences. The
ultimate recoverability of the acquisition costs and exploration and development
expenditure is dependent upon the future development and successful exploitation
or the possible sale of the area of interest.

14.      Current Payables
Unsecured:
Trade creditors                                                      48,250       113,006             48,250      113,006
Accrued expenses                                                     60,105       177,940             10,586      177,940
                                                           -------------------------------     ---------------------------
                                                                    108,355       290,946             58,836      290,946
                                                           -------------------------------     ---------------------------
</TABLE>
                                      F-14
<PAGE>
              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001

15.      Equity-Parent Company
(a)   Contributed equity
      During the year ended 31 December 2001 the Company issued the shares
      listed below.  All placements have been approved by shareholders.
<TABLE>
<CAPTION>

                                                              Issue price        Number of                  Share capital
Date            Nature of Issue                             for each share         Shares                         A$
----            ---------------                                 ----------         ------                          -
<C>   <C>                                                        <C>               <C>                          <C>
09 03 01        Option exercise                                  0.50              300,000                      150,000
09 03 01        Option exercise                                  0.50              300,000                      150,000
12 03 01        Option exercise                                  0.50              400,000                      200,000
12 03 01        Shares issued                                    0.55              320,690     *                176,380
12 03 01        Shares issued                                    0.55               79,310     *                 43,620
16 03 01        Option exercise                                  0.50              300,000                      150,000
16 03 01        Shares cancellation                                -             (500,000)                            -
04 30 01        Shares issued                                    0.48              200,000     *                 96,000
07 05 01        Shares issued                                    0.50            1,600,000     *                800,000
11 05 01        Shares issued                                    0.47              500,000     *                237,500
11 05 01        Shares issued                                    0.47              400,000     *                190,000
08 06 01        Shares issued                                    0.44              200,000     *                 89,000
12 06 01        Shares issued                                    0.50            1,100,000     #                550,000
25 06 01        Shares issued                                    0.35              300,000     *                105,000
28 06 01        Shares issued                                    0.33              250,000     *                 83,750
23 08 01        Shares issued                                    0.25              250,000     *                 62,500
28 08 01        Option exercise                                  0.25               20,000                        5,000
28 08 01        Option exercise                                  0.25               10,000                        2,500
28 08 01        Option exercise                                  0.25               20,000                        5,000
28 08 01        Option exercise                                  0.25              197,100                       49,275
28 08 01        Option exercise                                  0.25              280,000                       70,000
28 08 01        Option exercise                                  0.25               20,000                        5,000
28 08 01        Option exercise                                  0.25               20,000                        5,000
28 08 01        Option exercise                                  0.25               10,000                        2,500
28 08 01        Option exercise                                  0.25               80,000                       20,000
28 08 01        Option exercise                                  0.25               20,000                        5,000
28 08 01        Option exercise                                  0.25               30,000                        7,500
06 11 01        Shares issued                                    0.19              250,000     *                 47,500
08 11 01        Shares issued                                    0.17              240,000     *                 40,000
14 11 01        Shares issued                                    0.25            1,250,000     #                314,850
14 11 01        Shares issued                                    0.25            1,250,000     #                314,850
                                                                            ---------------      -----------------------
                                                                                 9,697,100                    3,977,725
Ordinary fully paid shares at 31 December 2000                                  47,064,516                   50,318,271
                                                                            ---------------      -----------------------
Ordinary fully paid shares at 31 December 2001                                  56,761,616                   54,295,996
                                                                            ===============      =======================
* Shares issued for services rendered or satisfaction of debt # Shares issued
for cash to raise working capital
</TABLE>

                                      F-15
<PAGE>


              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001

Equity (cont.)

Ordinary shares participate in dividends and the proceeds on winding up of the
parent entity in proportion to the number of shares held

At shareholders' meetings each ordinary shareholder is entitled to one vote when
a poll is called, otherwise each shareholder has one vote on a show of hands.

(b)   Options:
As at 31 December 2001 there were on issue:
(i)      1,800,000 unlisted Employee options convertible into fully paid
         ordinary shares at an exercise price of $0.35 each on or before 30 June
         2002; and
(ii)     200,000 unlisted Employee options convertible into fully paid ordinary
         shares at an exercise price of $0.20 each on or before 30 June 2002.

(c)   Dividends:
       No dividend was declared by the Directors during the reporting period.

(d)   Franking credits
       The Company retains no franking credits for the year ended 31 December
       2001 and the year ended 31 December 2000.

(e)   Accumulated losses
<TABLE>
<CAPTION>

                                                                    Consolidated Entity              Parent Entity
                                                                 31-Dec-01       31-Dec-00       31-Dec-01    31-Dec-00

<S>                                                                 <C>            <C>            <C>          <C>
Accumulated losses at the beginning of the
financial year                                                      44,936,778     39,399,202     34,381,328   39,429,816
Net loss attributable to the members of the parent
entity                                                               4,165,287      5,537,576      4,316,863    5,506,962
                                                              -------------------------------   -------------------------
Accumulated losses at the end of the financial year                 49,102,065     44,936,778     38,698,191   34,381,328
                                                              --------------------------------  --------------------------

16.      Earnings per share                                      31-Dec-01       31-Dec-00      31-Dec-99
Basic earnings/(loss) per share (cents per share)                  (.08c)          (.13c)        (.70c)

The weighted average number of ordinary shares on
issue used in the calculation of basic earnings per share

                                                                 51,579,570      41,999,364    15,899,719

</TABLE>

Diluted earnings per share are not disclosed as they are not materially
different from basic earnings per share. Please refer to Note 22 for ordinary
shares issued subsequent to year end.

                                      F-16
<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001


17.      Financial Reporting by Segments
<TABLE>
<CAPTION>

(a)  Industry Segments
                             Investments Exploration

                        31 Dec 01       31 Dec 00        31 Dec 99        31 Dec 01         31 Dec 00         Dec 31 99
                            A$              A$              A$               A$                A$                 A$
<S>                       <C>             <C>                   <C>      <C>              <C>                <C>
Revenue outside the
consolidated entity       211,251         139,119                -                -                -                 208
                      ----------------------------------------------------------------------------------------------------
Segment operating
profit and (loss)
after tax              (4,392,369)       (604,656)               -          227,082       (4,932,920)        (11,095,107)
                      --------------- --------------- ---------------- ---------------- ------------------ -----------------
Segment assets          3,285,547       3,882,782                -       12,572,189       12,345,107           7,579,445



                                              Consolidated
                               31 Dec 01        31 Dec 00       31 Dec 99
                                  A$               A$               A$
Revenue outside the
consolidated entity                211,251          139,119             208
                            ---------------- ---------------- ---------------

Segment operating profit
and (loss) after tax            (4,165,287)      (5,537,576)    (11,095,107)
                            ---------------- ---------------- ---------------
Segment assets                  15,857,736       16,227,889       7,579,445


The major products and services covered by those segments are: Investments from
general financing and corporate activities Exploration of oil and gas interests

(b)  Geographical Segments
                                         Indonesia                                         Australia
                             31 Dec 01     31 Dec 00        31 Dec 99         31 Dec 01        31 Dec 00       31 Dec 99
                                A$             A$              A$                A$               A$              A$
Revenue Outside the
consolidated entity                    -           -                  -          211,251          139,119            208
Segment operating profit
and (loss) after tax             227,082  (4,932,920)       (11,545,307)      (3,983,945)        (604,656)       450,200
                           -------------- ------------- ------------------ ---------------- ---------------- --------------
Segment Assets                12,572,189  12,345,107          7,579,445        3,084,446        3,882,782      7,442,800


                                      United Kingdom                                     Eliminations
                             31 Dec 01     31 Dec 00        31 Dec 99         31 Dec 01        31 Dec 00       31 Dec 99
                                A$             A$              A$                A$               A$              A$
Revenue Outside the
consolidated entity                   -             -                  -                -                -              -
Segment operating profit
and (loss) after tax           (408,424)            -                  -                -                -              -
                           -------------- ------------- ------------------ ---------------- ---------------- --------------
Segment Assets                  201,101             -                  -                -                -     (7,442,800)

                                       Consolidated
                             31 Dec 01     31 Dec 00        31 Dec 99
                                A$             A$              A$
Revenue Outside the
consolidated entity             211,251       139,119                208
Segment operating profit
and (loss) after tax         (4,165,287)   (5,537,576)       (11,095,107)
                           -------------- ------------- ------------------
Segment Assets               15,857,736    16,227,889          7,579,445

</TABLE>
                                      F-17
<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001


18.      Particulars Relating to All Entities
<TABLE>
<CAPTION>

                                       Country of      Type of       Principal       Ownership
                                     Incorporation   Shares Held     Activity         interest
<S>                                                                                 <C>       <C>
Parent entity                                                                       2001      2000
                                                                                    ----      ----
CityView Corporation Limited           Australia     Ordinary      Investment       100%      100%

Controlled entities
CityView Asia Pty  Ltd                 Australia     Ordinary      Exploration      100%      100%
CityView Corportion (UK) Ltd               UK        Ordinary      Investment       100%         -
Other
Medco Madura Pty Ltd                   Australia     Ordinary      Exploration       25%       25%
Medco Simenggaris Pty Ltd              Australia     Ordinary      Exploration       25%       25%
</TABLE>

On 27 November 2001 the parent entity acquired 100% of the share capital of
CityView Corporation (UK) Ltd, formerly known as Comstock Industries (UK)
Limited, for a nominal consideration (see Note 19) with the parent entity
entitled to all profits/(losses) from that controlled entity form that time. Mr
W M Shotton is a director and Chief Executive of CityView Corporation UK Ltd.

The accounts of Medco Madura Pty Ltd and Medco Simenggaris Pty Ltd are not
included in the consolidated accounts according to the equity method of
accounting for investments because the Company does not exercise a significant
influence over those companies. The loans to Medco Madura Pty Ltd and Medco
Simenggaris Pty Ltd are classified as non-current receivables in the balance
sheet (refer to Note 10).


                                      F-18
<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001

<TABLE>
<CAPTION>
                                                    Consolidated Entity               Parent Entity
                                           31-Dec-01   31-Dec-00     31-Dec-99    31-Dec-01   31-Dec-00
19.  Notes to Statement of Cash Flow           A$          A$           A$           A$          A$
<S>                                           <C>          <C>          <C>           <C>      <C>
(a) Reconciliation of cash
Cash at the end of the financial year
as shown in the statement of cash
flows is reconciled to the related
items in the balance sheet as follows:

Borrowings                                          -            -             -           -           -
Cash                                          101,883      822,559        11,679      56,425     822,551
                                           --------------------------------------------------------------
                                              101,883      822,559        11,679      56,425     822,551
                                           --------------------------------------------------------------

(b) Business acquired
During the year 100% of the controlled
entity CityView Corporation (UK) Ltd
was acquired.                                       -            -             -           -           -
Purchase consideration                              -            -             -           6           -
                                          ---------------------------------------------------------------
Cash consideration                                  -            -             -           6           -
Amount due under contract of sale                   -            -             -           -           -
                                          ---------------------------------------------------------------
Cash outflow/inflow                                 -            -             -           6           -
                                          ---------------------------------------------------------------
Assets and liabilities held at
acquisition date
Receivables                                         -            -             -           -           -
Inventories                                         -            -             -           -           -
Property, plant and equipment                       -            -             -           -           -
Creditors                                           -            -             -           -           -
                                          ---------------------------------------------------------------
                                                    -            -             -           -           -
                                          ---------------------------------------------------------------
Goodwill on consolidation                           -            -             -           -           -
Outside equity interests in
acquisitions                                        -            -             -           -           -
                                          ---------------------------------------------------------------
                                                    -            -             -           -           -
                                          ---------------------------------------------------------------

(c) Business disposed of                            -            -             -           -           -
Consideration
Cash                                                -            -             3           -           -
                                          ---------------------------------------------------------------
Book value of net assets sold
Cash                                                -            -             -           -           -
Non current receivables (net of
foreign exchange gain)                              -            -             -           -           -
Non current investments                             -            -             -           -           -
                                          ---------------------------------------------------------------

Net assets disposed of                              -            -             -           -           -
Adjustment for accumulated losses
already brought to account                          -            -    (1,201,391)          -           -
Loss on disposal                                    -            -     1,201,388           -           -
                                          ---------------------------------------------------------------
                                                    -            -             3           -           -
                                          ---------------------------------------------------------------

</TABLE>

                                      F-19
<PAGE>



              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001


<TABLE>
<CAPTION>

                                                    Consolidated Entity                Parent Entity
19.      Note to Statement of Cash Flow    31 Dec-01   31-Dec-00     31 Dec-99    31-Dec-01   31-Dec-00
(cont)                                         A$           A$           A$           A$          A$
(d) Reconciliation of loss from
ordinary activities after tax to net
cash provided by/(used by) operating
activities

<S>                                        <C>          <C>          <C>          <C>         <C>
Loss from ordinary activities              (4,165,287)  (5,537,576)  (11,095,107) (4,316,863) (5,506,962)

Less non cash operating items:

Depreciation                                    5,226        2,184         9,097       5,226       2,184
Mineral exploration expenditure written
off                                                 -            -     4,786,387           -           -
Interest expense                                    -       59,570       973,121           -      59,570
Loss on disposal of subsidiaries                    -            -     1,201,388           -           -
Loss on sale of investments                         -            -       214,413           -           -
Exchange (gain)/Loss                                -      (68,249)             -          -     (68,249)
Issue of shares in lieu of payment to
suppliers and employees                       762,743    6,600,556       829,872   1,067,425   6,460,550
Write-downs to recoverable amount of
investment                                    701,300            -             -     701,300           -
Purchase of Block SC41 Philippines                  -            -             -           -   4,620,000
(Increase)/decrease in receivables           (920,025)  (2,782,305)      483,331    (744,918) (7,402,305)
(Decrease)/increase in payables              (262,796)  (1,128,615)      614,903    (232,110) (1,019,223)
                                           ---------------------------------------------------------------
Net cash provided/(used) by operating
activities                                 (3,878,839)  (2,854,435)   (1,982,595) (3,519,940) (2,854,435)
                                           ---------------------------------------------------------------
</TABLE>

(e)   Non-cash financing and investing activities
The Company settled a number of creditors through the issue of shares and
options as referred to in Note 15.

(f) For the purpose of the statement of cash flows, cash includes cash on hand
and in banks and investments in money market instruments, net of outstanding
bank overdrafts

20.      Related Party Disclosures
Transactions between related parties are on normal commercial terms and
conditions are no more favorable than those available to other parties unless
otherwise stated.

(a)      Directors
     The following persons held the position of director of the Company during
the financial year ended 31 December 2001:

     Peter Mark Smyth
     Y M Jumabhoy                           Appointed 16 October 2001
     W M Shotton                            Appointed 16 November 2001
     D M Saunders                           Appointed 22 November 2001
     P J A Remta                                     Resigned 12 October 2001
     L R M Friday                           Resigned 4 December 2001

     The remuneration of directors is disclosed in Note 5 to the financial
statements.


(b)      Interests of directors
     (i) As at 31 December 2001 the directors of the Company and their related
     entities hold a relevant interest in the following shares and options in
     the Company:

                  31 December 01        31 December 00
Shares              1,446,084               343,076
Options             1,100,000             1,100,000

                                      F-20
<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001


     (ii)On 15 November 2001 Mr W M Shotton applied for and was issued 1,250,000
         shares in the Company for a subscription price of US$0.13 a share.

(c)       Transactions with directors and related entities
     (i)  Mr P M Smyth is a director and shareholder of Romarcam Investments Pty
          Ltd. The Company has entered into a contract with Romarcam Investments
          Pty Ltd dated 3 December 2001 for the provision of management
          services. Fees paid during the financial year at normal commercial
          rates were $253,523 compared to $213,825 in the previous year. These
          transactions have been reflected in Note 5.

     (ii) Mr P M Smyth's family trust has a one-third equity interest in Sands
          Solutions. The Company has lent $3,000,000 to Sands Solutions during
          2000 and 2001 and has charged Sands Solutions interest at 7% per annum
          payable in monthly installments. These transactions have been
          reflected in Notes 10 and 23.

     (iii)Mr P J A Remta is an employee and members of his family are
          shareholders of Westchester Pty Ltd which provided consultancy and
          corporate management services to the Company during 2001 under a
          consultancy agreement dated 1 February 2001. Fees paid during the
          financial year at normal commercial rates were $91,135. These
          transactions have been reflected in Note 5.

      (iv)Mr L R M Friday is a director and shareholder of Lifestyle Nominees
          Pty Ltd which provided consultancy services to the Company. Fees paid
          during the financial year were $20,785. These transactions have been
          reflected in Note 5.

     (v)  During 2001 the Company issued a total of 2,300,000 options to
          directors under the Incentive Option Plan established by the Employee
          Share Plan. Of that number 900,000 options were issued to Mr P M
          Smyth, 700,000 options were issued to Mr P J A Remta and 500,000
          options were issued to Mr L R M Friday. And 200,000 options were
          issued to Mr Y M Jumabhoy. The options issued to Messrs Remta and
          Friday have expired.

(d)      Interests in director-related entities
     Apart from the disclosures in this note, no director has entered into a
     material contract with the Company since the end of the financial year and
     there were no material contracts involving interests of directors or
     payment upon termination subsisting at the end of the financial year.

(e)      Equity interests in controlled entities
     As disclosed in Note 18 the Company has the entire ownership of CityView
     Asia Pty Ltd and CityView Corporation (UK) Ltd which are its only
     controlled entities.

(f)      Transactions within the group
     The parent in the consolidated entity is CityView Corporation Limited. As
     included in Note 10, CityView Asia Pty Ltd owes $4,620,000 to CityView
     Corporation Limited.  These amounts are interest free operating
     loans with no repayment terms.

     In addition, Medco Simenggaris Pty Ltd and Medco Madura Pty Ltd owe the
     Company $3,408,082 and $4,544,105 respectively, although these companies
     are not part of the consolidated entity (refer to Note 18).

21.      Commitments for Expenditure
(a)   Madura and Simenggaris
     Under the agreements between the Company and PT Medco Energi Corporation
     TBK ("Medco") all of the expenditure for exploration and development of the
     Madura and Simenggaris blocks, under a new work program as defined in the
     agreements and as agreed between Medco and the Indonesian state owned oil
     and gas organization known as Pertamina would be met by Medco. The new work
     program, as already agreed, covers exploration and development work.

                                      F-21
<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001


     The cost of any subsequent work to the Madura and Simenggaris blocks will
     need to be met by the Company in proportion to its equity interests.

(b)  Service Contract 41
     The documents relating to the acquisition by the consolidated entity of the
     interest of 2.5% in Petroleum Permit Block Service Contract 41 provide that
     MMC Exploration & Production (Philippines) Pte Ltd will pay for all the
     expenditures attributable to that interest through the current work
     program.


     There are no other commitments for expenditure.

22.      Subsequent Events
There has been no financial statement effect for the year ended 31 December 2001
for each of the subsequent events listed below unless otherwise stated:

(a) On 8 January 2002 the Company, through its wholly owned subsidiary CityView
Asia Pty Ltd, entered an agreement to acquire shares in an oil company which
holds legally and owns beneficially 50% of the shareholding in another energy
based company which has identified and is entitled to be the owner of three
separate gas-gathering projects.

Under the agreement, the Company has an option to acquire shares with the
intention that through that shareholding the Company will become entitled to the
benefits from the development of the projects.

On 28 February 2002 the Company paid an option fee of US $200,000. The option
fee is refundable if necessary regulatory approvals are not obtained and if the
Company exercises its option to acquire shares then the option fee will form
part of the consideration payable.

(b) On 14 January 2002 the Company issued 400,000 ordinary fully paid shares to
private investors in the United Kingdom. The shares were issued at a price of
AUD$0.20 with each share entitled to one unlisted option convertible into one
ordinary fully paid share at an exercise price of AUD$0.40 each and exercisable
by June 24, 2002.

On 28 February 2002 the Company issued 13 million ordinary fully paid shares to
Falcon Oil Pte Ltd ("Falcon") a Singaporean energy company which is co-ventureer
with CityView in the Madura and Simenggaris blocks. The shares were issued at a
price of AUD$0.24 with each share entitled to one unlisted option convertible
into one ordinary fully paid share at an exercise price of AUD$0.40 each and
exercisable by June 24, 2002.

Both of these placements were in accordance with the authority given by
shareholders at the Company's general meeting held on 24 December 2001.

(c) On 4 February 2002 due to a director's resignation, 500,000 employee options
    expired.

(d) On 22 March 2002 the Company appointed Mr Goh Yong Kheng and Mr Thinagaran
as directors of the Company. On 4 April 2002 the Company appointed Mr Ee as a
director of the Company.

(e) On 28 February 2002 the Company acquired 1,000,000 shares in CGX Energy Inc
at a cost of $1,676,150 which was lent to it by Azure Energy Fund Inc. On 18 May
2000 the Company sold the shares for the equivalent of $2,531,000 and after
settlement of the loan realised a gross profit of $854,850. That profit was not
received from Azure Energy Fund Inc. during 2000 and was fully provisioned
during that year. The receivable and corresponding provision were written off
during 2001. On 2 April 2002 a net profit of US$183,831 was received in relation
to the sale. This will be brought to income in the Company's financial
statements for the year ending 31 December 2002.

(f) In April 2002, in accordance with the recommendations of the due diligence
committee, the Company signed agreements with Sands Solutions pursuant to which
the Company no longer has a contingent liability for Primeorder AG.

                                      F-22
<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001


23.      Financial Instruments
(a)      Significant Accounting Policies
     Details of the significant accounting policies and methods adopted,
     including the criteria for recognition, the basis of measurement and the
     basis on which revenues and expenses are recognised, in respect of each
     class of financial asset, financial liability and equity instrument are
     outlined in Note 1 to the financial statements.

(b)  The consolidated entity's exposure to interest rate risk which is the risk
     that a financial instrument's value will fluctuate as a result of changes
     in market interest rates and the effective weighted average interest rates
     on classes of financial assets and financial liabilities is as follows:
<TABLE>
<CAPTION>

                                                                FIXED INTEREST
--------------------------- ---------- ----------- ------------- ------------ -------------- -------------- --------------
                            Average    Variable     Less than      1 to 5      More than 5   Non-Interest       Total
                            Interest    Interest      1 Year        Years         years         Bearing
           2001              rate %        $            $             $             $              $              $
--------------------------- ---------- ----------- ------------- ------------ -------------- -------------- --------------
Financial Assets
<S>                            <C>                              <C>                                <C>          <C>
Cash                                                                                               101,883        101,883
Receivables                                                                                        173,487        173,487
Loan - Sands Solutions         7%                                3,000,000                                      3,000,000

Financial Liabilities

Payables                                                                                           108,355        108,355
                                                                      FIXED INTEREST
--------------------------------------------------------------------------------------------------------------------------

                            Average    Variable     Less than      1 to 5      More than 5   Non-Interest       Total
                            Interest    Interest      1 Year        Years         years         Bearing
           2000              rate %        $            $             $             $              $              $
--------------------------- ---------- ----------- ------------- ------------ -------------- -------------- --------------
Financial Assets

Cash                                                                                               822,559        822,559
Receivables
Loan - Sands Solutions         7%                                2,500,000                                      2,500,000

Financial Liabilities

Payables                                                                                           290,946        290,946
</TABLE>


(c)      Credit Risk
     The Company has adopted a policy of only dealing with credit worthy parties
     and, where appropriate, obtaining sufficient collateral or security as a
     means of mitigating the risk of financial loss through defaults in
     contractual obligations.

     Except as disclosed in Note 10 the Company does not have any significant
     credit risk exposure to a single debtor or group of debtors having similar
     characteristics.

     The carrying amount of financial assets recorded in the financial
     statements, without provision for losses, represents the maximum exposure
     of the consolidated entity to credit risk without taking into account the
     value of any collateral or other security.

     The credit risk exposure of the consolidated entity would also include the
     difference between the carrying amount and the realisable amount.

(d)      Currency hedging
     The consolidated entity has not entered into forward foreign exchange
     contracts to hedge the exchange rate risk arising from transactions in
     foreign currencies.

(e)      Net Fair Value
     The carrying amount of assets and liabilities recorded in the financial
     statements represents their respective net fair values determined in
     accordance with the accounting policies referred to in Note 1.

                                      F-23
<PAGE>
              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001


24.      Company Details
      The registered offices are:

      CityView Corporation Limited
      63 Burswood Road
      Burswood
      Western Australia 6100

      CityView Corporation (UK) Ltd
      18 Bedford Row
      London WC1R 4EQ
      United Kingdom


                                      F-24
<PAGE>

25. UNITED STATES GENERALLY ACCEPTED ACCOUNTING  PRINCIPLES  RECONCILIATION ("US
GAAP")

The following is a summary of all material differences between Australian and
United States generally accepted accounting principles.

(a)      Marketable Securities

     Investments (or Marketable Securities) are valued at the lower of cost and
     recoverable amount (often equated to market value). Any such write-down is
     adjusted through the profit and loss account. For US GAAP purposes,
     securities are separated into portfolios of "Trading", "Available for Sale"
     and "Held to Maturity". The amounts recorded as current investments
     represent these which would be classified as "Available for Sale" under US
     GAAP. Available for Sale are accounted for at market value, with movements
     adjusted through shareholders' equity. An "other than temporary" decline in
     the market value of investments has been recognized as impairments and
     recorded in the profit and loss account. Realized profits and losses are
     reversed and adjusted to the profit and loss account.

(b)      Capitalized Exploration Expenditure

     Exploration expenditure incurred by CityView, directly or through it's
     joint venture interest, are capitalized as incurred to the extent the
     expenditure is expected to be recouped through the sale of successful
     development of the area, or where the activities have not yet reached a
     stage that permits reasonable assessment of the existence of economically
     recoverable reserves. US GAAP requirements indicate that these costs are
     generally written-off as incurred, or until economically recoverable
     reserves are identified.

(c)      Income tax

     There are no major differences between accounting for income tax under
     Australian and US GAAP. However, where adjustments for other reconciling
     items result in a permanent difference, appropriate adjustment has been
     made.

(d) SFAS 121:  Accounting for Impairment of Long-Lived Assets and for Long-Lived
Assets to be disposed of

     This pronouncement is similar to an Australian Corporations Law requirement
     that requires directors to review the carrying value of all non-current
     assets annually, determine if they are being recorded at greater than their
     recoverable amount, and if so, write-down the value of the asset to its
     recoverable amount of disclose information to prevent the accounts from
     being misleading.

                                      F-25
<PAGE>

(e)      Principles of Consolidation

     As indicated in Note 1(l) to the financial statements, Australian GAAP
     requires consolidation of controlled entities. In accordance with
     Australian GAAP, control exists where an entity has the "capacity to
     dominate decision making in relation to the financial and operating
     policies of another entity..." US GAAP, however, requires than an entity
     must control another entity usually as indicated by its ownership
     interests. As the ownership interest in the Company's subsidiaries is
     greater then 50% in all cases (representing ownership and actual control),
     no reconciling Australian/US GAAP adjustments are required.

(f)  The company's accounting policy in respect of amortization of carried
     forward exploration expenditure is calculated based on the economically
     recoverable proven reserves of the company. US GAAP requires the
     amortization to be based on the proven and probable reserves of the
     company. As significant production has not commenced CityView has not
     applied this accounting policy in the financial statements for the
     financial periods ended 31 December 1999, 31 December 2000 and 31 December
     2001 and therefore no reconciliation adjustment is required.

(g)      New Accounting Standards

     The effect of the application of the following recent pronouncements is
     considered below. Their application will not have a material effect on the
     Australian/US GAAP reconciliations detailed in this note.

     In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS
     141, Business Combinations. SFAS 141 supersedes APB 16,Business
     Combinations, and SFAS 38, Accounting for Preacquisition Contingencies of
     Purchased Enterprises. SFAS 141 requires the purchase method of accounting
     for all business combinations initiated after June 30, 2001 and eliminates
     the pooling-of-interests method. The Company does not expect the adoption
     of SFAS 141 to have a material effect on its financial condition or results
     of operations.

     In July 2001, the FASB issued SFAS 142, Goodwill and Other Intangible
     Assets. SFAS 142 supersedes APB 17, Intangible Assets, and requires the
     discontinuance of goodwill amortization. In addition, SFAS 142 includes
     provisions regarding the reclassification of certain existing recognized
     intangibles as goodwill, reassessment of the useful lives of existing
     recognized intangibles, reclassification of certain intangibles out of
     previously reported goodwill and the testing for impairment of existing
     goodwill and other intangibles. SFAS 142 is required to be applied for
     fiscal years beginning after December 15, 2001, with certain early adoption
     permitted. The Company expects to adopt SFAS 142 for its first fiscal
     quarter of 2002, and does not expect the adoption to have a material effect
     on its financial condition or results of operations.

                                      F-26
<PAGE>

     In August 2001, the FASB issued SFAS 143, Accounting for Asset Retirement
     Obligations. SFAS 143 addresses financial accounting and reporting for
     obligations associated with the retirement of tangible long-lived assets
     and the associated retirement costs. The Company is in the process of
     assessing the effect of adopting SFAS 143.

     In October 2001, the FASB issued SFAS 144, Accounting for the Impairment or
     Disposal of Long-Lived Assets, which supersedes SFAS 121, Accounting for
     the Impairment of Long-Lived Assets to be Disposed Of. SFAS 144 addresses
     financial accounting and reporting for the impairment of long-lived assets
     and for long-lived assets to be disposed of. However, SFAS 144 retains the
     fundamental provisions of SFAS 121 for: 1) recognition and measurement of
     the impairment of long-lived assets to be held and used; and 2) measurement
     of long-lived assets to be disposed of by sale. SFAS 144 is effective for
     fiscal years beginning after December 15, 2001. The Company is in the
     process of assessing the effect of adopting SFAS 144.

(h)      Employee Stock Purchase Plan

     The Company has one stock-based compensation plan.The Company applies
     Australian GAAP and related interpretations in accounting for its plans.
     Accordingly, no compensation cost has been recognized for its stock option
     plan.Under US GAAP under FASB 123, Accounting for Stock Based Compensation,
     disclosure is required of compensation expense that would have been
     recognized on FASB 123. Had compensation cost for the Company's stock-based
     compensation plan been determined based on the fair value at the grant
     dates for awards under those plans consistent with the method of FASB
     Statement 123, the Company's net loss and loss per share would have been
     increased to the pro forma amounts indicated below:
<TABLE>
<CAPTION>

                                                       31-Dec-01        31-Dec-01         31-Dec-00          31-Dec-99
                                                          US$               A$                A$                A$
                                                     --------------- ----------------- ----------------- ------------------
<S>                                                  <C>             <C>               <C>               <C>
Net Profit (Loss) after Income Tax  attributable to
members    of    the    parent    company
        -   As reported                              (2,131,794)     (4,165,287)       (5,537,576)       (11,095,107)
        -   Pro Forma                                (2,199,351)     (4,297,287)       (5,681,576)       (11,235,107)

Basic earnings (loss) per share
       - As reported                                     (.04)            (.08)             (.13)             (0.70)
       - Pro Forma                                       (.04)            (.08)             (.14)             (0.71)
</TABLE>

The fair value of each option grant was estimated as of the date of grant using
the Black- Scholes option-pricing model with the following weighted-average
assumptions used for grants in the period ended December 31, 2001, 2000 and
1999: no dividends will be paid, expected volatility of 50.0% risk-free interest
rate of 5% and expected lives of 1 year.

                                      F-27
<PAGE>


Reconciliation Adjustments

The following reconciliations show the effect on net profit/loss for the
financial periods ended December 31, 2001, 2000 and 1999 using the US GAAP basis
of accounting for the matters outlined in items (a) to (h) above.
<TABLE>
<CAPTION>


                                                       31-Dec-01        31-Dec-01        31-Dec-00       31-Dec-99
                                           Note           US$              A$                A$               A$
--------------------------------------- ----------- ---------------- ---------------- ----------------- ----------------
Reconciliation Adjustments

<S>                                                     <C>              <C>               <C>            <C>
   Net income (loss) after tax
   in accordance with Australian GAAP                   (2,131,794)      (4,165,287)       (5,537,576)    (11,095,107)

Reconciliation Adjustments

   Transfer realized temporary share
   portfolio losses from shareholder's
   equity (reserve)                      (g)(1)                  -                -                 -      (1,734,895)

   Exploration expenditure
   written-off as incurred                                       -                -        (4,620,002)      4,786,387

   Stock based compensation cost           (h)            (107,068)        (209,200)         (216,000)              -

                                                    ---------------- ---------------- ----------------- ----------------
Net income (loss) after tax in
accordance with US GAAP                                 (2,238,862)      (4,374,487)      (10,373,576)     (8,043,615)
                                                    ================ ================ ================= ================

Earnings (loss) per share from
Continuing Operations in accordance
with US GAAP (in cents)                                       (.04)            (.08)             (.25)           (.51)


(1) Represents the realized loss on the sale of Triton Investment.



                                                       31-Dec-01        31-Dec-01        31-Dec-00       31-Dec-99
                                           Note           US$              A$                A$               A$
                                          ----------- ---------------- ---------------- ----------------- ----------------
Reconciliation Adjustments

   Shareholder's equity attributable
   to member of the chief entity in
   accordance with Australian GAAP                       8,060,533       15,749,381        15,936,943        5,491,274

Reconciliation Adjustments

   Exploration expenditure
   written-off as incurred                 (b)          (6,173,742)     (12,062,802)      (12,062,802)      (7,442,800)
                                                     ---------------- ---------------- ----------------- ----------------
Total shareholder's equity in
accordance with US GAAP                                  1,886,791        3,686,579         3,874,141       (1,951,526)
                                                     ================ ================ ================= ================
</TABLE>
                                      F-28
<PAGE>

  ITEM 18.  FINANCIAL STATEMENTS.

  Not applicable. Consolidated financial statements are provided under Item 17.

  ITEM 19.  EXHIBITS.

  None


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<PAGE>


                                   SIGNATURES

  The Registrant hereby certifies that it meets all of the requirements for
  filing on Form 20-F and that it has duly caused and authorized the undersigned
  to sign this annual report on its behalf.

                                            CITYVIEW CORPORATION LIMITED




                                        SIGNATURE: /s/W M Baillie
                                                      W M BAILLIE
                                                      Company Secretary

  Dated: 28 June 2002


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