<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                  FORM 20-F/A-6

[   ]    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 financial period ended: December 31,1999.
                                       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 NO: 0-28794

                          CITYVIEW CORPORATION LIMITED
                  (FORMELY CITYVIEW ENERGY CORPORATION LIMITED)
             (Exact name of registrant as specified in its charter)
                          Western Australia, Australia
                 (Jurisdiction of incorporation or organization)

53 Burswood Road,
Burswood, Western Australia ,                                          6100
(Address of principal executive offices.)                          (Postal Code)

Registrant's area code and telephone number:         (61-8) 6250 9099

Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class:  None       Name of each exchange on which registered:  N/A

Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class:  None

Securities for which there is a reporting  obligation  pursuant to Section 15(d)
of the Act.
Title of each class:   None

Indicate the number of  outstanding  shares of each of the  issuer's  classes of
capital or Ordinary  Shares as of the close of the period  covered by the annual
report 29,025,216 shares at December 31, 1999.

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


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(APPLICABLE ONLY TO REGISTRANTS 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.
         [   ]  ITEM 17    [   ]  ITEM 18    Not Applicable




                                       2
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                                  INTRODUCTION

         As used  herein,  except as the context  otherwise  requires,  the term
"Company"  refers  to  CityView   Corporation   Limited,  a  Western  Australian
corporation, and its subsidiaries.

         The Company publishes its consolidated  financial  statements expressed
in Australian dollars. In this document, references to "US dollars" or "US$" are
to the currency of the United States of America and  references  to  "Australian
Dollars" or "A$" 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.  Unless  otherwise  indicated,  the  translation  of Australian
dollars into US dollars has been made at the rate of A$1.00 = US$0.65,  the noon
buy-in  rate in New York City for  cable  transfers  in  Australian  dollars  as
certified  for customs  purposes by the  Federal  Reserve  Bank of New York (the
"Noon Buying Rate") on December 31, 1999.  For  information  regarding  rates of
exchange between Australian dollars and US dollars from 1991 to the present, see
"Item 8. Selected Financial Data - Exchange Rates."

         The current  financial  period is for the twelve months ended  December
31, 1999.  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,  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
differ from United States Generally Accepted  Accounting  Principles ("US GAAP")
in certain material respects however none apply to these accounts .

         The Company was incorporated as CityView  Investments Limited on May 3,
1987.  The Company was listed on the Second Board of the Perth Stock Exchange on
October 20, 1987 and was  transferred to the Main Board of the Australian  Stock
Exchange  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,  1997  and on May 31,  2000  changed  its name to  CityView  Corporation
Limited.

ITEM 1.  DESCRIPTION OF BUSINESS.

GENERAL

         CityView Corporation Limited (the "Company"),  a corporation  organized
under the laws of Western  Australia on May 3, 1987 was listed on the Australian
Stock Exchange as an investment  company.  CityView's  investments  were focused
originally  on  realty,  then gold and  realty,  then  energy and gold and since
January 2000 e-commerce and energy.

         With respect to the Company's disposal of certain gold interests during
calendar  year 1999,  reference is herewith made to GOLD - Raeside Joint Venture
and Duketon  Prospect  wherein it is  indicated  that in  consideration  for the
discharge  of certain  liabilities  aggregating  US$54,459  the Company sold its
subsidiary  and  interest in the Raeside  Joint  Venture in November  1999 to an
unaffiliated  third  party  and sold its  subsidiary  and  interest  in  Duketon
Prospect  in  December  1999  to   an   unaffiliated  third  party  for  nominal
consideration.  CityView no longer holds any gold interests.


                                        3
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The Company conducts its operations through a number of subsidiaries,as follows:


                          CITYVIEW CORPORATION LIMITED
                                        |
                                        |
            ---------------------------------------------------
           |                                                   |
CityView Asia Pty Ltd - 100%                     Citra Management Pte Ltd - 100%
           |
Western Madura Pty Ltd - 25%
Western Simenggaris Petroleum   Pty   Ltd   -   25%  (Formerly  Genindo  Western
 Petroleum Pty Ltd)

Additional Company subsidiaries, currently inactive, are as follows:

          Western Akar Petroleum Pty Ltd - 90%
          Western  Nusentara Energi Pty Ltd - 80%
          Western Sangkimah NL - 100%
          Western Resources N.L - 100%
          Western Wisesa Petroleum Pty Ltd - 85%

         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. The Company also owned certain gold interests which
have  been  disposed  of  during  1999 and as aforesaid no longer holds any gold
interests.

         The Sands Solution.com Pty Ltd Agreement

         CityView  agreed,  on January 20, 2000,  to acquire at an agreed to and
fixed cost of  AUS$5,000,000 a 10% stockholder  interest in Sands  Solutions.com
Pty Ltd ("Sandssol")  directly from Sandssol with certain  pre-emptive rights to
acquire a further  interest in Sandssol.  In the event that  CityView  pays less
than the  agreed to  AUS$5,000,000,  it will  receive a  (lesser)  proportionate
number of shares,  i.e.,  AUS$2,500,000  would result in the acquisition of a 5%
interest.  The agreement was  negotiated on an  arms-length  basis between those
officers of each  corporation who did not have any  overlapping  interest in the
other  corporation  (except as may be  indicated in this  subsection).  CityView
anticipates that payment for such 10% acquisition  will be accomplished  through
utilization  of funds  previously  received  and  further  funds  expected to be
received  from  private   placements  of   CityView's   shares  with   otherwise
unaffiliated third parties. In that respect, in January 2000, 7,300,000 CityView
shares  were  issued  to  private   placement   participants   for  proceeds  of
AUS$3,613,500 with such shares (once issued) then representing approximately 20%
of  all  outstanding  CityView  shares,  currently  (as  of  October  31,  2000)
representing approximately 16% of the 45,082,016 outstanding CityView shares and
with no one participant  (or group of  participants  acting in concert) being or
becoming a principal stockholder of CityView.

         At  CityView's  Annual  General  Meeting  held  on May  31,  2000,  its
stockholders  approved  the  issuance of up to  8,000,000  additional  shares at
AUS$1.45 per share.  CityView has received non-binding  indications for purchase
of such shares  contingent  upon its being listed for trading on the  Electronic
Over-the-Counter  Bulletin Board  ("OTCBB") (as discussed  below).  Such private
placement would, in all likelihood, have been concluded (at least in part if not
entirely) if not for the fact that the purchasers  will not conclude the private
placement  until such time as  CityView's  ordinary  shares  are  trading on the
OTCBB.  The OTCBB listing  cannot be  accomplished  until such time as this Form
20-F, in its final version,  responds  satisfactorily to any and all outstanding
SEC comments.  Once that is  accomplished  CityView and the  unaffiliated  third
parties participating in the private placement intend to expeditiously  conclude
such  transaction  with  CityView,  then moving  expeditiously  to conclude  its
agreement  with  Sandssol  (through  utilization  of a  portion  of the  private
placement  funds).  There  is no  binding  agreement  for  the  purchase  of the
8,000,000  shares  authorized  for issuance at  CityView's  last Annual  Meeting
although  management of the Company believes that more than a sufficient  number
of shares will be sold so as to fully  complete  its  AUS$5,000,000  acquisition
price for 10% of  Sandssol.  Management's  belief is based upon London  Partners
Australia  Pty Ltd's  ("London")  verbal  assurances  to  CityViewas to London's
ability to locate a  sufficient  number of  investors so as to sell a sufficient
number of shares and (as indicated in the following  paragraph)  London's  prior
success in assisting  CityView in private  placement  financings of this nature.
Assuming,  although no assurance can be given,  that the entire  8,000,000 share
private  placement  is  concluded,  proceeds  from the sale of would  amount  to
approximately  AUS$11,600,000  which,  when  utilized  with all or a significant
portion of the AUS$3,613,500  raised in the January 2000 private placement would
give  the  Company  more  than   sufficient   funds  to  conclude  the  Sandssol
transaction.  If insufficient funds are available to conclude the transaction in
its  entirety,  the Company  will still  nevertheless  purchase a  proportionate
lesser  interest in Sandssol with such funds as are available  therefore.  Other
than as set forth herein,  the Company does not have any other current means (or
current  intentions  to pursue  alternative  means)  to  conclude  the  Sandssol
transaction.   In  contemplation  of  conclusion  of  the  proposed  acquisition
CityView's  Chief  Executive  Officer  already  serves as a member of Sandssol's
Board of Directors.  See also Item 9 herein with respect to CityView's  right to
appoint an additional otherwise independent director to Sandssol's Board.

                                       3A
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         The January 2000  agreement to acquire a 10% interest in  Sandssol  was
negotiated  between those officers  and/or  directors of each entity who did not
hold any positions in the other entity so as to avoid any potential  conflict of
interest.  This manner of proceeding was necessitated by virtue of the fact that
a family trust of CityView's  CEO owns fifty percent of Sands and McDougall (the
parent of Sandssol) and  one-third of Sandssol.  The trustee of the Smyth family
trust is Salant  Nominees Pty Ltd and its two directors are Peter Mark Smyth and
his wife  Jennifer  Lee Smyth.  Mr. and Mrs.  Smyth  control the family trust in
their  capacity  as its  sole  two  directors.  Additionally,  CityView's  Chief
Executive  Officer,  Peter Mark Smyth, is a director of both Sands and McDougall
and  Sandssol.  In  an  attempt  to  avoid  potential  conflicts  those  persons
representing  CityView in  negotiations  with  Sandssol were Peter John Augustin
Remta and to a lesser  degree Leslie Robert  Maurice  Friday while  Sandssol was
primarily  represented by Paul William Keogh, a Sandssol  director.  The initial
idea for such acquisition resulted from substantial  negotiations between London
and Sands and McDougall  personnel  (with London then presenting its proposal to
CityView  ). Mr.  Smyth  did not  propose  CityView's  investment  in  Sandssol.
Initially,  London proposed such investment in Sandssol to Sandssol and after an
extensive  discussion  between  W.  Keogh of Sands &  McDougall  (the  parent of
Sandssol) and V.  Melville of London,  London felt that  CityView,  then being a
NASDAQ  and  Australian  Stock  Exchange  ("ASX")  listed  company,  was a  good
candidate to propose an acquisition with London feeling that such stock exchange
listing(s) would give CityView a better opportunity than a non-public company to
raise funds for such  acquisition.  London then made such suggestion to CityView
after it (London) had both initiated,  negotiated and  orchestrated the proposed
transaction.  The  relationship  between  London  and  CityView  is  a  business
relationship  whereby London assists  CityView in its private  placements in its
capacity  as a licensed  securities  dealer  that  assists in raising  funds for
various  corporations  in the normal course of its business while also providing
corporate  consulting  advice.  London is  otherwise  unaffiliated  with  either
CityView or Sandssol.

         The  pre-emptive  rights  (referred  to  above)  which  will  accrue to
CityView assuming completion  of the  contemplated initial 10% acquisition refer
to  Sandssol's   offer  and   CityView's   acceptance   (contingent   upon  fund
availability) to acquire a further 30% interest in Sandssol for  AUS$15,000,000.
Exercise  of such  pre-emptive  rights  will  require  completion  of the entire
proposed 8,000,000 share financing and the later raising of additional funds for
such purposes. No assurance can be given that the raising of the necessary funds
can be  accomplished in its entirety if at all. As with terms of the initial 10%
acquisition,  the raising of less than  AUS$15,000,000  to acquire a further 30%
interest will permit CityView to acquire a proportionate  lesser  interest.  The
acquisition by CityView of any additional interest in Sandssol above the initial
interest  of 10%  requires  that a  Prospectus  be  filed by  CityView  with the
Australian  Stock  Exchange  in  accordance  with   requirements  of  Australian
Securities and Investments  Commission due to the extent of potential percentage
interest which it may acquire in Sandssol.  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.  A
substantial  due  diligence   process  will  be  undertaken  by  CityView's  two
independent  directors (Messrs.  Remta and Friday with Peter Mark Smyth recusing
himself from decision  making with respect thereto in accordance with Australian
legal  requirements and continuing to recuse himself from all negotiations  with
Sands and  McDougall  as  relates  to such  acquisition)  prior to  filing  such
Prospectus and  acquisition of the additional  interest in Sandssol and such due
diligence  process will include an overall  evaluation  of Sandssol with the aid
and assistance of such  independent  external  consultants as Messrs.  Remta and
Friday may deem advisable.

         The  proposed  investment  in Sandssol is intended as an  expansion  of
CityView   business  and  not as a change  of  business  operations as indicated
in this Form 20-F under the heading "Oil and Gas".

         Sandssol is the IT subsidiary  of  Sands  &  McDougall,  an  Australian
office    product    supplier   since   1853.    Sands  &   McDougall  has  been
involved  in  electronic  trading  since 1985 and is  engaged in B2B  e-commerce
through Sandssol in Australia.  Sandssol was established in 1994 as the in-house
IT arm of  Sands &  McDougall  in  Western  Australia.  In  order  to  secure  a
competitive edge in the Western  Australian  marketplace,  Sandssol  developed a
series of integrated  electronic  trading  solutions.  These strategies  lowered
customers'   overhead   costs  of  acquiring  and   possessing   office  product
consumables.  Sandssol  suite of  integrated  multi  vendor,  B2B  e-procurement
solutions are being used by customers  across a diverse range of industries  and
its goal is to provide business to business e-commerce  applications that can be
integrated to existing legacy financial  accounting systems. The significance of
Sandssol is that City View believes that Sandssol has a well established  client
base and proven  products which are easy to use and capable of being  integrated
into existing financial accounting systems.

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GLOSSARY

Oil and Gas Definitions

Anastomosing                        Shear    Zone     Deformation     and    the
                                    interconnection resulting from stresses that
                                    cause or tend to cause contiguous parts of a
                                    body of rock to slide relative to each other
                                    in a  direction  parallel  to their plane of
                                    contact, resulting in a tabular zone or rock
                                    that  has  been  crushed  by  many  parallel
                                    fractures due to shear strain.

Anomaly                             A  portion  of an  area  surveyed  which  is
                                    different  in   appearance   from  the  area
                                    surveyed  in  general.   In  seismic  usage,
                                    generally    synonymous    with   structure,
                                    occasionally  used for  unexplained  seismic
                                    events.

Anticline                           An upwardly convex fold.

Basin                               A   depression  of  large   size   in  which
                                    sediments have accumulated.

Biostratigraphical "Means"          The   methods  utilized   to  subdivide  the
                                    stratigraphy  based   upon  the  description
                                    and study of the fossils they contain.

Carbonates                          Sedimentary rocks built up of calcium and/or
                                    magnesium carbonate or fragments of the same
                                    material.

Cementation                         The   digenetic   process  by  which  coarse
                                    grained     sedimentary     rocks     become
                                    consolidated  or bound  together  into hard,
                                    compact rocks, usually through deposition or
                                    precipitation  of  minerals  in  the  spaces
                                    among the individual  grains of the rock. It
                                    may occur  simultaneously with deposition or
                                    at a later time.

Channel Sandstone                   An  elongated  deposit  or  body of sand and
                                    gravel located in the course of a stream  or
                                    river.

Clastics                            Sedimentary  rocks built up of  fragments or
                                    pre-existing  rocks  produced by the process
                                    of  erosion  and  transported  to a point of
                                    deposition.

Claystone                           A  very  fine   grained   sedimentary   rock
                                    composed  principally of clay;  often a seal
                                    and the principal source of oil.

Closure                             The  vertical  distance  between the highest
                                    part  of  a   structure   and   the   lowest
                                    encircling contour.

Coal                                A readily  combustible  rock containing more
                                    than  50% by  weight  and 70% by  volume  of
                                    carbonaceous   (woody)  material   including
                                    inherent  moisture,  formed from  compaction
                                    and  induration  of variously  altered plant
                                    materials.

Delta System                        Pertaining to the low, nearly flat, alluvial
                                    tract  of  land,  at or  near the mouth of a
                                    river, commonly forming a triangular or fan-
                                    shaped plain of considerable area,   crossed
                                    by many  distributaries of the  main  river,
                                    perhaps  extending  beyond the general trend
                                    of   the   coast,  and  resulting  from  the

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                                    accumulation  of  sediment  supplied  by the
                                    river in such  quantities  that  it  is  not
                                    removed by tides, currents  and waves.  Most
                                    delta  systems  are  partly above  water and
                                    partly   below   water.   Includes  all  the
                                    different  parts and characteristics of each
                                    individual area within the delta.

Diagenesis                          The  physical  and  chemical  changes  in  a
                                    sedimentary rock after deposition.

Early Miocene Carbonates            Carbonate  bearing rocks (e.g.  limestone or
                                    dolomite)  formed  in  the  Miocene  - Epoch
                                    (i.e. between 5-23 million years ago).

Electric (Schlumberger) Logs        Geophysical measurements of rock  properties
                                    including   natural radioactivity,  density,
                                    acoustic and conductivity,  made with probes
                                    attached to the  end  of  a  wire  line, and
                                    recorded  continuously  as  the  probes  are
                                    winched  to  the   surface.   The  data   is
                                    presented  on  a  paper  roll  or  film as a
                                    trace,  hence  the  term log.  Analysts  can
                                    assess the type or rock  e.g.  sandstone and
                                    claystone and whether reservoirs contain gas
                                    oil or water and the volume thereof.

Fault                               An  earth  or  rock   fracture  or  zone  of
                                    fractures,  generally included,  along which
                                    relative  movement has occurred  between the
                                    bodies of rock on  either  side of the fault
                                    plane. Where the movement results in overall
                                    lateral  extension  of the earth's  surface,
                                    the  fault is said to be  normal,  where the
                                    movement results in shortening, the fault is
                                    said to be reversed.

First Tranche Petroleum             That quantity of petroleum  production  from
                                    the relevant field which the  parties  shall
                                    be entitled to  first  take and receive each
                                    year before any  deduction  for  recovery of
                                    operating  costs and handling of production,
                                    to  be  shared  between  Pertamina  and  the
                                    contractor in  accordance  with the   equity
                                    split between the parties.

Four-Way Dip Closure                An  anticline  with  strata  dipping  in all
                                    directions  from an apex or high.

Hanging Wall                        The  overlying  side  or  rock mass above an
                                    included surface.

Igneous                             Rock  Pertaining  to rocks  units or  masses
                                    which are formed by the solidification  from
                                    a molten or partially molten state.

Intercalated
  Calcareous Layers                 The   existence   of  one  or  more   layers
                                    containing a percentage of calcium carbonate
                                    in  one  form  or  another,   between  other
                                    layers.

Intrusives                          Rocks  which  have  been intruded into other
                                    rocks.

Inversion                           The process of transformation of the earth's
                                    crust,  whereby  synclines  are  inverted or
                                    transformed  into  mountains or  anticlines,
                                    and  conversely  anticlines  into valleys or
                                    synclines.

Lead                                Inferred  geological  feature or  structural
                                    pattern     which      requires      further
                                    investigation.


                                       6

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MMCFD                               A million cubic feet per day.

Mafic/Ultramafic Volcanics          Pertaining  to  an  extrusive  igneous  rock
                                    expelled as molten lava  from a  volcano  or
                                    vent at the earth's surface or on the seabed
                                    It is composed chiefly of one or more  iron-
                                    magnesium,  dark-colored   minerals  in  its
                                    composition;   pertaining  to  an  extrusive
                                    igneous  rock  composed  almost  entirely of
                                    iron-magnesium,  dark-colored minerals,  and
                                    a color classification greater than or equal
                                    to 90.

Mafic/Ultramafic Intrusives         Pertaining  to   an   igneous   rock   which
                                    solidified  from  molten   lava   below  the
                                    surface of the earth. It is composed chiefly
                                    of one or more iron-magnesium,  dark-colored
                                    minerals in its  composition;  pertaining to
                                    an igneous rock composed  almost entirely of
                                    iron-magnesium, dark-colored minerals, and a
                                    color  classification  greater than or equal
                                    to 90.

Mud Diapirism                       Pertaining  to  the  process  of piercing or

                                       7

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                                    rupturing  of  domed  or uplifted rocks by a
                                    mobile  core of mud or shale,  by the effect
                                    of geostatic  load in sedimentary strata.

Palaeogeographic Maps               A map that shows the reconstructed  physical
                                    geography at  a  particular  time during the
                                    geological  past, including such information
                                    as the distribution of the land and the sea,
                                    and the different environments of deposition
                                    with those broad regions.

Permeability                        The  ability  of a fluid to flow  through  a
                                    porous  rock.  A rock may be porous  but not
                                    necessarily very permeable.

Play                                A combination  of  geological  circumstances
                                    which provides potential hydrocarbon traps.

Point Bar Sandstone                 An arcuate ridge  of  sand  and gravel which
                                    develops on  the inside bank of a meandering
                                    or bending  river  by  a  process  of   slow
                                    accumulation. This  process  occurs  as  the
                                    river channel  migrates  towards the outside
                                    bank.

PPM                                 Parts per million.

Primary Recovery                    The process of  commercially recovering  oil
                                    (and gas) from the reservoir rock at current
                                    prices and costs,   by conventional  methods
                                    and equipment as  a result of natural energy
                                    inherent within the reservoir.

Prospect                            A geological feature in the subsurface which
                                    is a potential  hydrocarbon trap for oil and
                                    gas  and   which  has  been   confirmed   by
                                    geophysical  and  geological  studies to the
                                    degree that it can now be tested, usually by
                                    drilling.

Proved Oil & Gas Reserves           Proved   oil   and  gas  reserves  are   the
                                    estimated  quantities  of crude oil, natural
                                    gas,   and   natural   gas   liquids   which
                                    geological  and engineering data demonstrate
                                    with reasonable certainty  to be recoverable
                                    in future years from  known reservoirs under
                                    existing economic and operating  conditions.
                                    i.e,  prices  and  costs  as of the date the
                                    estimate    is    made.    Prices    include
                                    consideration  of changes in existing prices
                                    provided  only by contractual  arrangements,
                                    but  not  on  escalations  based  on  future
                                    conditions.


                                       8
<PAGE>



                                    (i)     Reservoirs are considered  proved if
                                            economic producibility  is supported
                                            by  either  actual   production   or
                                            conclusive  formation test. The area
                                            of  a  reservoir  considered  proved
                                            includes:   (A)    that      portion
                                            delineated  by  drilling and defined
                                            by gas-oil and/or oil-water contacts
                                            if  any,  and  (B)  the  immediately
                                            adjoining portions not yet  drilled,
                                            but  which  can be reasonably judged
                                            as economically productive   on  the
                                            basis of   available geological  and
                                            engineering data.  In the absence of
                                            information on fluid contacts,   the
                                            lowest  known  structural occurrence
                                            of  hydrocarbons  controls the lower
                                            proved limit of the reservoir.
                                    (ii)    Reserves   which  can  be   produced
                                            economically  through application of
                                            improved  recovery  techniques (such
                                            as fluid  injection) are included in
                                            the  "proved"   classification  when

                                       9

<PAGE>

                                            successful   testing   by  a   pilot
                                            project,  or  the  operation  of  an
                                            installed  program in the reservoir,
                                            provides support for the engineering
                                            analysis  on which  the  project  or
                                            program was based.
                                    (iii)   Estimates or proved  reserves do not
                                            include the following:  (A) oil that
                                            may  become  available  from   known
                                            reservoirs    but   is    classified
                                            separately as "indicated  additional
                                            reserves";  (B) crude  oil,  natural
                                            gas,  and  natural gas liquids,  the
                                            recovery  of  which  is  subject  to
                                            reasonable    doubt    because    of
                                            uncertainty as to geology, reservoir
                                            characteristics, or economic factors
                                            (C)  crude  oil,  natural  gas   and
                                            natural gas liquids,  that may occur
                                            in  undrilled   prospects;  and  (D)
                                            crude oil,  natural  gas and natural
                                            gas liquids,  that may be  recovered
                                            from oil shales, coal, gilsonite and
                                            other such sources.
Proved Developed Oil
   And Gas Reserves                 Proved  developed  oil and  gas reserves are
                                    reserves  that  can  be   expected   to   be
                                    recovered   through   existing   wells  with
                                    existing   equipment and  operating methods.
                                    Additional  oil   and  gas  expected  to  be
                                    obtained  through  the application  of fluid
                                    injection  and  other   improved    recovery
                                    techniques  for  supplementing   the natural
                                    forces  and  mechanisms of primary  recovery
                                    should  be  included  as  "proved  developed
                                    reserves"  only  after  testing  by  a pilot
                                    project   or   after  the  operation  of  an
                                    installed   program  has  confirmed  through
                                    production  response that increased recovery
                                    will be achieved.

Proved Undeveloped Reserves         Proved undeveloped  oil and gas reserves are
                                    reserves  that are expected to be  recovered
                                    from new wells on undrilled acreage, or from
                                    existing  wells  where  a  relatively  major
                                    expenditure is  required  for  recompletion.
                                    Reserves  on  undrilled   acreage  shall  be
                                    limited to those drilling  units  offsetting
                                    productive units that are reasonably certain
                                    of production when drilled. Proved  reserves
                                    for  other  undrilled  units  can be claimed
                                    only  where  it  can  be  demonstrated  with
                                    certainty  that  there  is   continuity   of
                                    production  from  the  existing   productive
                                    formation.  Under  no  circumstances  should
                                    estimates for proved undeveloped reserves be
                                    attributable   to   acreage   for  which  an
                                    application  of  fluid  injection  or  other
                                    improved recovery technique is contemplated,
                                    unless  such  techniques  have  been  proved
                                    effective by actual tests in the area and in
                                    the same reservoir.


                                       10
<PAGE>

Regressive                          Applies  to  sediments  deposited  during  a
                                    relative  lowering or reduction of the ocean
                                    and  exposure  of the land as the sea  level
                                    falls.

Relative Permeability               The ratio between the effective permeability
                                    to a given fluid (oil,  gas or  water)  at a
                                    partial  saturation, and the permeability at
                                    100% saturation.It ranges from zero at a low
                                    saturation,  to 1.0 at a saturation of 100%.

Rollover                            A  structural  feature  which   exhibits   a
                                    reversal of dip within the strata.

Salt Diapirism                      Pertaining  to  the  process  of piercing or
                                    rupturing  of domed or uplifted rocks  by  a
                                    mobile  core  of  salt,  by  the  effect  of
                                    geostatic  load  in  sedimentary strata.

Secondary Recovery                  The process of commercially  recovering  oil
                                    (and gas) from the reservoir rock at current
                                    prices  and  costs,   in  addition   to  the
                                    primary   recovery,   as   a   result     of
                                    supplementing  by   artificial   means   the
                                    natural  energy  inherent  in the reservoir,
                                    sometimes   accompanied   by  a  significant
                                    change in  the   physical characteristics of
                                    reservoir fluids.

Seismic                             Geophysical prospecting using the generation
                                    and  propagation  of  elastic  waves  at the
                                    earth's   surface,   reflecting   from   the
                                    subsurface  strata,  detection,  measurement
                                    and recording back at the   earth's  surface
                                    and subsequent analysis of the data. A trace
                                    is the data  recorded  at a single  station.
                                    A  series  of traces  comprises a line.  The
                                    subsurface structure may be identified  by a
                                    consistent  pattern  on  each  trace along a
                                    section  of  the  line.  A  grid of lines is
                                    acquired  to  define  potential  traps  from
                                    hydrocarbon accumulation.  2D seismic is the
                                    conventional technique, as distinct  from 3D
                                    seismic    in   which   investigations   are
                                    sufficiently closely spaced to allow a three
                                    dimensional  picture of the subsurface to be
                                    obtained.

Shaley                              Referring  to the  relative  amount  of clay
                                    fraction within a clastic rock,  compared to
                                    the amount of quartz grains for example.

Siltstone                           A sedimentary  rock which is intermediate in
                                    texture  and  grain  size  between  sand and
                                    claystone.

Sinistral                           Pertaining  to  the  direction  of  relative
                                    movement    of   a   fault   being   in   an
                                    anti-clockwise  or  left  lateral  sense  of
                                    displacement.

Stratigraphic/Stratigraphy          The science, arrangement and characteristics
                                    of rock strata or layers. Concerned with the
                                    original  succession,  age relations,  form,
                                    distribution, composition and all characters
                                    and  attributes  of rocks as  layers  in the
                                    earth's surface;  also the interpretation of
                                    the rock layers.

Sub-basin                           A localized depression within a basin.

Subsurface Trap                     An  arrangement  of  rock  strata  below the
                                    surface, whereby a body of reservoir rock is
                                    vertically   and/or   laterally   sealed  by
                                    caprock, in a structural configuration which
                                    allows it to retain migrating hydrocarbons.

                                       11
<PAGE>


Surface Structure                   A  discrete  area  of  deformed  sedimentary
                                    rocks which has  expression  at the  earth's
                                    surface and which in all likelihood reflects
                                    the  subsurface  structure  as a place where
                                    the  resultant  bed configuration is such as
                                    to  form  a  potential  trap  for  migrating
                                    hydrocarbons.

Syncline                            An upward concave fold.

Tectonic Phase                      Pertaining  to  a  period of geological time
                                    during   which   structural   movement   and
                                    deformation   of  the   earth's   crust  has
                                    occurred.

T.D.                                Abbreviation for total depth  in  meters  or
                                    feet. When drilling for oil and gas into the
                                    earth's  crust at any specific  location has
                                    terminated,  the  maximum  depth  reached is
                                    referred to as the total depth.

Thrust Fault                        A  fracture  surface  or  zone  in  a  rock,
                                    inclined at an angle of  45(Degree) or less,
                                    whereby  the rock mass  above  the  inclined
                                    surface  has moved  upwards  relative to the
                                    mass below.

Thrust System                       The  processes  by  which a series of thrust
                                    faults are formed.

Transgressive                       Applies  to  sediments  deposited  during  a
                                    gradual  rise or expansion of the oceans and
                                    submersion of land as the sea level rises.

Water Cut                           The   amount   of   water   expressed  as  a
                                    percentage of the combined  total of oil and
                                    water produced from an oil well.

Water Flooding                      A secondary recovery  method  in which water
                                    is  injected  into  a  reservoir  to  obtain
                                    additional  oil  recovery  by  movement   of
                                    reservoir oil to a producing  well after the
                                    reservoir   has   approached   its  economic
                                    productive   limit   by   primary   recovery
                                    methods.

Water Saturation                    The  percentage  of  water  within the  pore
                                    spaces  of a  reservoir.  A "wet"  reservoir
                                    or aquifer is 100% water saturated   whereas
                                    an oil or gas-bearing  reservoir may contain
                                    for example 75% hydrocarbons and 25%  water.
                                    The water and  hydrocarbon  saturation  must
                                    sum to 100%.  A  reservoir  can produce 100%
                                    water   and   have  less   than  100%  water
                                    saturation.

Wellbore                            The hole in the rock made by the drill bit.

Wrenching                           The  process by which the  earth's  crust is
                                    moved  resulting in a lateral fault in which
                                    the fault surface is more or less vertical.

Zone of Thrust Fault                A region or  surface  or plane  along  which
                                    movement has occurred, whereby the rock mass
                                    above the inclined surface has moved upwards
                                    relative to the mass below.

                                       12
<PAGE>



OIL AND GAS
         The Company  identified  Indonesia for its focus for  acquisitions  and
development of oil and gas reserves.  Indonesia was selected  after  considering
prospectivity 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  honoring  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  has  two  PSC's with Pertamina  located  onshore
                  Madura  Island  and Onshore North East Kalimantan and are held
                  by  Western  Madura  Pty Ltd and Western Simenggaris Petroleum
                  Pty   Ltd   respectively   (collectively  hereinafter   called
                  "Western"). See  "The  Company's  two PSC's - Madura Block and
                  Simenggaris Block" hereinafter.

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.

Risks Associated with Indonesia
         There are a number of factors which may have a material downside effect
on  Western's  future  financial  performance  in  Indonesia or the value of the
shares in the Company. These factors include:

         * Fluctuations in the world market price of oil and gas;
         * Fluctuations  in  the  value  of the Indonesian rupiah against the US
           dollar;
         * Abnormal  interruptions  in  oil  and  gas  production  or   delivery
           resulting from war, political disturbance, civil unrest or industrial
           disruption;
         * Changes in government,  government regulations or the relevant fiscal
           regime;
         * Unforeseen adverse geological conditions;
         * 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:

         *        Detailed  review of  geological  and  geophysical  information
                  available from Pertamina and other sources.

                                       13
<PAGE>


         *        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.

         *        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.

         *        Assessing field prospects of oil and gas,  usually  determined
                  by  quality   and   quantity   of   geophysical,   geological,
                  petrophysical and production data available.

         *        Assessing  the degree of  difficulty  in producing the oil and
                  gas prospect  from an  engineering  perspective,  to enable an
                  accurate assessment of production costs.

         *        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 modeling packages,  enable greater amounts of
data to be processed and superior  interpretations  to be made. Western utilizes
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.

         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 endeavor 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  analyzed  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,  Western  has the right to sell its 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." Western is responsible
for its  portion  of costs for  delivering  the  crude to the  Point of  Custody

                                       14
<PAGE>

Transfer. Above certain levels of production,  Western has 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  favorable  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.  From  January 1, 2000 to December  31, 200l the  Company's
interest is carried by Pt Medco Energi  Corporation Tbk.  Commencing  January 1,
2002 the  Company  expects to be a working  interest  owner.  By being 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.

         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  endeavoring  to increase  production
through new incentives to attract foreign  expertise and capital for exploration
and production, through development and enhancement of existing reserves.

                                       15
<PAGE>

Government incentives for PSC's include:

         * 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.

         * 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.

         * Domestic  market oil fee increased  from 15% of crude price to 25% of
         crude price.  Under the terms of all TAC's and PSC's, 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 fulfill the
         Contractor's  obligation  towards the supply of the domestic  market in
         Indonesia.

         * 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  favorably with other
comparable  crude  oils in  that  its  price  is  formulated  from a  basket  of
comparable crudes from other countries.

THE COMPANY'S TWO PRODUCT SHARING CONTRACTS ("PSC's") WITH PERTAMINA

MADURA BLOCK
Onshore Madura Island

         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
2728km(2) 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 payments
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.

                                       16
<PAGE>


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   P.T.  Medco   Energi
Corporation TBK (Medco) for Medco to supervise and pay for the work programs for
the years 2000 and 2001 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 whole of the 2000 and
2001 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%. In  accordance  with the above,  Medco has  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.
Accordingly,  Medco is required to supervise and pay for work programs for years
2000/2001 for development and bringing into production of the fields. Commencing
2002 and onwards,  Medico 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.

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  at,  due  to  the  inversion,  fairly  shallow  levels.  These
relatively  shallow  features are the  principal  target for the Western  Madura
program.

Prospects
Market
         Western  Madura  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 NE Kalimantan

         On September  28, 1997 the President  Director of Pertamina  signed the
authorization  for  Cityview's  then  100%  owned  subsidiary   Genindo  Western
Petroleum Pty Ltd ("Genindo") 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  2734km(2)  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.

         Throughout  1999   discussions   took  place  with  P.T.  Medco  Energi
Corporation TBK (Medco) for Medco to supervise and pay for the work programs for
the years 2000 and 2001 for the  development and bringing into production of the
Simenggaris 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  Simenggaris to Medco in
consideration  of Medco  carrying  out and  paying for the whole of the 2000 and
2001 work  programs for development and bringing into production of fields.  The

                                       17

<PAGE>

agreement  was  signed  between  CityView  and   Medco  on  January  25,   2000.
Accordingly,  the Company's  interest in Western  Simenggaris Petroleum Pty  Ltd
was reduced from 100% to 25%. In accordance  with the above, Medco has submitted
to Pertamina for approval a Year 2000 budget of US$4,629,000 for the drilling of
one well on the Pidawan prospect at Simenggaris in the third quarter. Commencing
2002  and onwards,  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.  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 fo the Simenggaris Block.

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.

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  underexplored 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.

TIMOFORO
On shore Irian Jaya

         CityView's 85% owned subsidiary, Western Wisesa Petroleum Pty. Ltd, was
formed to negotiate with Pertamina to secure title to the block. During 1999 the
Company  ceased its  negotiations  for the block on the  grounds  of  inadequate
commerciality.


TUBA OBI EAST ("TOE")
Onshore South Sumatra

         In June 1994, Pt Akar Golindo (PTAG) was invited by Pertamina to bid on
the Tuba Obi East  Block  in  Sumatra.  On  August  1,  1996  CityView  signed a
Memorandum  of  Understanding  with PTAG to form a joint  company  Western  Akar
Petroleum  Pty Ltd  ("Akar")  to  operate  and  develop  TOE.  Akar (a 90% owned
subsidiary of CityView) then signed a TAC for Tuba Obi East on May 15, 1997. The
block is 55km(2) in size.

         During 1999 the Company  withdrew from TOE on the grounds of inadequate
commerciality.

                                       18
<PAGE>


TANJUNG MIRING TIMUR ("TMT")
Onshore South Sumatra

         On December 17, 1996 CityView's 80% owned subsidiary, Western Nusantara
Energi Pty Ltd ("Nusantara") signed a TAC to take over the operations of the TMT
Oilfield.

         During  1999  the Company withdrew from TMT on the gounds of inadequate
commerciality

SANGATTA SANGKIMAH
East Kalimantan

         On  December  8,  1995  CityView's  wholly  owned  subsidiary   Western
Sangkimah  NL  ("Western")  was  assigned  an  87.5%  interest  in a TAC for the
Sangkimah  oilfield  which  lies  within a  Pertamina  concession  area known as
Sangatta.
         To comply with Pertamina's work program a workover of Well No. SS-1 was
carried  out in  December  1997 which  confirmed  a minimum  production  rate of
30BOPD. Operations on Well No. SS-1 were then suspended. An exploratory well No.
SST-1  was  then  drilled  to a depth  of 1550 m to test  the "Q"  sands.  After
encountering only minor oil content the well was plugged.

         During 1999 the Company withdrew from Sangatta Sangkimah on the grounds
of inadequate commerciality.

BLOCK SC41 (formerly GSEC 74)
Offshore Western Philippines

         ARCO  Philippines  Inc,  Preussag  Energies  GMBH,  MMC  Exploration  &
Production  (Philippines)  Pte  Ltd  ("MMCEPPL")  and a  consortium  of  fifteen
Filipino  resource  companies  hold Block SC41 in the Sandakan Basin adjacent to
the border with Sadah East  Malaysia.  SC41 includes an area of about 12,000 km2
(3 million  acres) on which  ARCO has  acquired  5,100 km of  seismic  data with
simultaneous gravity and magnetic surveys.

         ARCO has mapped several large prospects in the undrilled distal portion
of the delta complex. Seismic amplitude anomalies and flat spots that conform to
these structures indicate that hydrocarbon generation,  migration and entrapment
have  occurred.  Twelve  prospects of  potential  have been  identified  in SC41
including  the Rhino  prospect  and the Hippo  prospect  which  was  drilled  in
February 1998.

         During 1999 the Company  executed an  agreement  with  Malaysia  Mining
Corporation Berhad (MMC) for the transfer to MMC of its 49% interest in MMCEPPL,
in satisfaction of its outstanding  debt of US$9,727,656 to MMC and discharge of
the deed of charge.

         On April 13, 2000 CityView  acquired from ASAB Resources Limited a 2.5%
interest  in  Block  SC41.  This  interest  is  free  carried  by MMCEPPL  (i.e.
CityView is not required to contribute financially) through the next part of the
program being the drilling of a major offshore well.

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.

                                       19
<PAGE>


Reserves
         A definitive  statement on reserves will be provided upon completion of
the work program by Medco.

Production
         The Company has no independent production.

Productive Wells and Acreage The Company has no productive wells.

Undeveloped Acreage
         The Company holds exploration blocks which are referred to above.

Drilling Activity
         The Company drilled no exploratory wells during 1999.

Present Activities
         Present activities are set out in Review of Operations.

Delivery Commitments
         The  Company  is not  currently  obligated  to  provide  any  fixed and
determinable  quantity of oil or gas in the future under  existing  contracts or
agreements  but may be so  required in the future.  See  "Indonesian  Government
Regulation"  hereinafter  and  "Market  for  Oil and  Gas  Production",  initial
paragraph as relates to Pertamina and PSC.

         The  methodology  applied in  predicting  oil and gas rates for various
fields incorporates:

         * Accessing and reviewing all geological and geophysical  data relating
           to the area.

         * Analyzing petrophyscial records available for the area.

         * Review  of past  production  performance  for the  field  and that of
           similar fields in the region.

         * Review  of  past history of existing wells to determine potential for
           re-completion   to   exploit  additional  reserves  and/or   increase
           production rates.

         * Application  of  industry  accepted  engineering  methods to forecast
           reservoir performance.

         * Commercial  analysis  of  the field to determine optimum well spacing
           verses rate of return, to establish the number of  wells to be worked
           over and/or drilled.

         * Potential for secondary or tertiary recovery techniques to   maximize
           recover factors, within the economic framework.

The above are industry  accepted methods for forecasting  production rates for a
particular field.

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

                                       20

<PAGE>

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 PSC's 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.

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

         * Conduct an environmental  baseline assessment at the beginning of its
         activities.

         * 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.

         * 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.

GOLD
         The Company's  exploration  operations  for gold were  conducted by two
wholly owned  subsidiary  corporations,  Copperwell Pty Ltd  ("Copperwell")  and
Artane  Minerals NL ("Artane").  The  exploration  operations  were conducted in
joint venture with other affiliated and non-affiliated entities.

Raeside Joint Venture
         Copperwell  owns a 10% interest in the Raeside Joint Venture which owns
77 mining  and  exploration  tenements  (hereinafter  referred  to as  "claims")
covering an area of approximately 168 square kilometres south east of Leonora in
Western Australia.  The remaining 90% is held by Triton Resources  Limited.  The
main Raeside project area covers some 64 square miles of ground and includes the
Leonardo ore body.

        In consideration of all outstanding liabilities for the Raeside project,
CityView sold its subsidiary to Triton Resources Limited on November 5, 1999 for
A$86,444 (US$54,459).

         In  consideration  of  all  outstanding  liabilities  for  the  Raeside
project, CityView sold its subsidiary to Triton Resources Limited on November 5,
1999 for Aus$86,444 (US$54,459).

Duketon Prospect
         Artane is the registered  holder of 194/200ths of Exploration  Licenses
E30/442 and E38/550, Application for Mining Lease 38/402 and Prospecting License
38/2455 in the Mt.  Margaret  Mineral  Field Western  Australia  which have been
farmed-out to Johnson's Well Mining NL.

                                       21
<PAGE>


         Cityview  sold its  subsidiary  Artane to Yule River  Mining Pty Ltd on
December 1, 1999 for a nominal consideration due to the fact  that  the  Duketon
Prospect had not yielded any success whatsover and management did not fell  that
there was any point in spending further monies with respect to this project.

Australian Government Regulation
         The Australian  Corporations and Securities Legislation ("ACSL") is the
main body of law  governing  companies in  Australia,  such as the Company.  The
Australian  Securities  and  Investment  Commission is an Australian  government
instrumentality that administratively enforces the ACSL. The ACSL 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.

         The Australian  Stock  Exchange  Limited  imposes  listing rules on all
listed companies,  such as the Company. The 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.

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

Management and Employees
         At December 31, 1999 the Company had 28 full time employees, comprising
24 in Indonesia and 4 in Australia.  Staffing has subsequently been reduced to 4
in Indonesia  and 4 in Australia.  Much of the  Company's  work is undertaken by
consultants on a per diem basis.

Company's Offices
         The Company's principal office was located (until April 30, 2000) at 62
Glyde  Street,  Mosman  Park,  Western  Australia.  Commencing  May 1,  2000 the
Company's  offices  relocated to 53 Burswood Road,  Burswood,  Western Australia
6100, telephone number is (61-8) 6250 9099. The Company leases this office space
from Sands & McDougall Office Products Pty Ltd.

ITEM 2.  DESCRIPTION OF PROPERTY

Particulars of Oil Leases

Madura - Western Madura Pty Ltd
         At  December  31, 1999  Madura Pty Ltd was a 100% owned  subsidiary  of
CityView Corporation Limited's wholly owned subsidiary CityView Asia Pty Ltd. At
May 26, 2000 it is 25% owned.

Simenggaris - Western Simenggaris Petroleum Pty. Ltd.
         At  December  31, 1999  Western  Simenggaris  Petroleum  Pty Ltd was an
85% owned subsidiary of CityView  Corporation  Limited's wholly owned subsidiary
CityView Asia Pty. Ltd. At May 26, 2000 Western  Simenggaris  Petroleum Pty. Ltd
is 25% owned.


                                       22
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS.

         The Company is not a party to any litigation  and to its knowledge,  no
action,suit or proceedings against it has been threatened by any person or firm.
A claim  asserted by  Consolidated  Securities S.A  ("CSSA")for  fees of (pound)
78,795.62p  (Aus$196,841.42) was settled on September 21, 2000 and in accordance
therewith  the  Company  was  required  to issue  and did issue  104,000  of its
ordinary  shares to CSSA and in  additional  was required to  and  has paid,  on
September 21, 2000,  CSSA the sum of US$65,630.  As a result  thereof a District
Court Order dismissing such action was filed on October 12, 2000.

ITEM 4.  CONTROL OF REGISTRANT.

Principal Shareholders

         The following  table sets forth the Ordinary  Shares  ownership of each
person known by the Company to be the beneficial owner of ten percent or more of
the Company's Ordinary Shares,  each director  individually and all officers and
directors of the Company as a group.  Each person has sole voting and investment
power with respect to the shares of Ordinary Shares shown,  and all ownership is
of record and beneficial.

Name and address             Number of                                Percent of
 of owner                     Shares     Position                      Class[1]
--------------------------------------------------------------------------------
Peter Mark Smyth              238,084  Director and Chief Executive       *
19 View Street                         Officer and Chairman of Western
Peppermint Grove 6011                  Resources N.L.
Western Australia

Peter John Augustin Remta     50,202   Non executive Director             *
34 Karoo Street
South Perth 6151
Western Australia

Leslie Robert Maurice Friday 68,740    Non executive Director             *
23 Nisbet Road,
Applecross
Western Australia

Warren M Baillie               --      Secretary/General Counsel/         *
3 Bennets Place                        Chief Financial Officer
Sorrento      6020
Western Australia

Lutfi Heyder                   --      Chief Executive of Western         *
Selatan 1X/2                           Resources N.L.
Kemang Jakarta
Indonesia

All officers and directors
as a group (4 persons)                                                    *
------------------------------
* Represents less than 1%

                                       23
<PAGE>

Malaysia Mining Corporation
Corporation Berhad.
32nd Floor, Menara PNB
201A Jalan Tung Razak
Kuala Lumpur 50400 Malaysia  8,616,188                                 19.11%(1)


                                       24

<PAGE>

Based on 45,082,016 shares outstanding as of October 30, 2000. (1)

(1) Inclusive of an additional 6,624,790 Ordinary Shares issued on July 11, 2000
subject to an irrevocable contractual arrangement made as  of December  1999  to
Malaysia Mining Corporation for consideration received.

ITEM 5.  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 such  exchange  until its
delisting  effective May 8, 2000  subsequent to a February 11, 2000 oral hearing
before the NASDAQ Listing Qualifications Panel. The Company has timely indicated
in writing to NASDAQ  that it intends  to appeal  such  delisting  to the NASDAQ
Listing and Hearing Review Council.  As of the date hereof no determination  has
been made as to when such appeal will be held.  Pending such  determination  the
Company is  cooperating  with  broker-dealer(s)  in order to have its securities
cleared  for trading on the  Electronic  Over-the-Counter  Bulletin  Board and a
broker-dealer has filed an application with the NASD in accordance with Exchange
Act Rule  15c2-11 for such  purposes.  The Company was listed for trading on the
main board of the Australian  Stock  Exchange  Limited on January 2, 1992. As of
May 29, 2000 the Company had 783 holders of record of its Ordinary Shares.

         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.
Trading

                                                                Volume
Quarter Ending      High - A$  High - US$  Low - A$  Low - US$  in 000's
--------------     ---------  ----------  --------  ---------   --------
March 31, 1998      $2.35       $1.56       $2.32     $1.00        412
June 30, 1998       $2.00       $1.62       $1.93     $1.12        816
September 30, 1998  $1.30       $0.84       $1.20     $0.69      1,539
December 31, 1998   $0.90       $0.50       $0.90     $0.47        411
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    132,074

ITEM 6.  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.  In
addition,  there are currently no specific  rules or  limitations  regarding the
export from Australia of profits, dividends,  capital or similar funds belonging
to foreign investors, except that all payments to non-residents must be reported
to the Australian Cash  Transaction  Agency,  which monitors such  transactions,
whether they be in the form of cash, dividends, capital or profits.

                                       25

<PAGE>

         The Foreign  Acquisitions  Acts sets forth limitations on the rights of
non-Australian  residents  to own or vote the ordinary  shares of an  Australian
company.  The Foreign  Acquisitions  Acts 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  Acts  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  Acts  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 below.  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 Acts)
holds a substantial interest, and (iii) two or more such persons or corporations
which hold an aggregate substantial interest.

         The   Foreign   Acquisitions   Acts   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  Memorandum  of  Association  and  Articles of  Association  of the
Company do not contain any additional  limitations on a non-resident's  right to
hold or vote the Company's securities.

ITEM 7.  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.

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

                                       26

<PAGE>

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 PFIC's  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
PFIC's  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  PFIC's  income  computed  under  US tax
accounting principals.

         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.


                                       27

<PAGE>

         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.

         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.


                                       28

<PAGE>

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.

ITEM 8.  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 solely by Deloitte
Touche  Tohmatsu,  Chartered  Accountants,  in their report  included  elsewhere
herein  for  the  years ended December 31, 1999, 1998, 1997 and 1996 and the six
months ended December 31, 1996 and by Grant Thornton, Chartered Accountants, and
Deloitte Touche Tohmatsu,  Chartered Accountants,  for the Company's subsidiary,
Western  Resources NL, for the financial  periods ended June 30, 1995 and  1996.

         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  "Management's  Discussion and Analysis of Financial
Condition  and Results of  Operations."  The Company has not declared a dividend
during each of the  financial  periods   ended   June   30,   1995,  1996,   and
December 31,  1996,1997,1998  and 1999. There were  significant  fluctuations in
revenues  and net income  (loss)  between the years  stated in the table  below.
Please  refer to Item 9.  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations - Results of Operations. For the reasons set
forth herein the information  shown below may not be indicative of the Company's
future results of operation.

Statement of Loss and Accumulate Deficit Data:
<TABLE>
<CAPTION>

                                              Year Ended    Year Ended      Six months     Year Ended     Year Ended    Year Ended
                                                June 30      June 30        December 31    December 31    December 31   December 31
                                                  1995         1996           1996            1997           1998          1999
                                             ------------  ------------ ---------------- --------------- ------------  -----------

Amounts in Accordance with Australian GAAP           A$         A$              A$             A$             A$            A$

Income Statement Data:
<S>                                                  <C>        <C>             <C>              <C>              <C>           <C>
Operating revenues                                     0            0               0              0              0             0
Loss from continuing
 Operations  [1]                                (269,792)  (3,182,272)     (2,065,874)    (2,382,196)   (20,362,087)  (11,095,107)
Loss from continuing
Per Ordinary share                                 (0.15)       (1.40)          (0.38)         (0.21)         (1.53)        (0.70)
(dollars) [2]

Balance Sheet Data:
Total assets                                   3,012,624    4,468,564      15,635,535     24,688,249     13,247,886     7,579,445
Shareholders' equity                           2,255,758    3,069,848      14,842,222     16,150,035     (2,803,225)    5,491,274

Amounts in Accordance with US GAAP

Income Statement Data:
Operating revenues                                     0            0               0              0              0             0
Loss from continuing
 Operations  [1]                                (269,792)  (3,182,272)     (2,065,874)   (20,973,206)   (12,188,902)   (8,043,615)
Loss from continuing
Operations Per Ordinary                            (0.03)       (0.28)          (0.38)         (1.84)          (.92)        (0.51)
share (dollars) [2]

Balance Sheet Data:
Total assets                                   2,686,840    2,891,352      13,986,629      5,052,513        737,413        136,645
Shareholders' equity                           1,929,974    1,492,636      13,193,296     (3,485,701)   (15,313,698)    (1,951,526)
</TABLE>


[1]      Net income (loss) consists of operating  profit (loss) after income tax
         attributable to members of the chief 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.


                                       29
<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 A$1.00.

          Period                  High      Low    Period-End    Average[1]

12 months to June 30, 1995      0.7753    0.7108    0.7180        0.7404
12 months to June 30, 1996      0.7980    0.7108    0.7856        0.7587
 6 months to December 31, 1996  0.8137    0.7735    0.7944        0.7918
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    0.6240    0.6500        0.6429

         At June 9, 2000 the  Australian  dollar  expressed  in US  dollars  per
 A$1.00 is $0.583.

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


                                       30
<PAGE>

ITEM 8(a) CHANGE OF COMPANY AUDITORS

         Deloitte Touche Tohmatsu  ("D&T")  (through its branch office in Perth,
Western Australia) had previously audited the Company's  consolidated  financial
statements  for calendar  years ended  December  31, 1999,  1998 and 1997 but no
longer  acts as the  Company's  independent  auditors.  All or certain  specific
portions of such audit were subsequently reviewed by Nasdaq personnel during the
course of  certain  hearings  which  subsequently  led to the  Company's  Nasdaq
delisting.  During the course of such  review  questions  were  raised as to the
applicability  of  Australian  Auditing  Standards  as opposed  to US  Generally
Accepting Accounting Principles ("US GAAP") and what reconciliation, if any, had
to be made  between  these  two  standards.  Additionally,  questions  regarding
related  issues were raised  during the course of the  Securities  and  Exchange
Commission ("SEC") review of this Form 20-F.

         As a result  of the  above  and  notwithstanding  the fact that D&T had
initially opined on the Company's financial statements included in its 1999 Form
20-F,  D&T  subsequently  refused  to  opine  on US  GAAP  matters  (due  to its
representation  of lack of  sufficient  familiarity  therewith)  and, in effect,
withdrew  its  earlier  opinion.  In  addition  to the reason  cited  herein D&T
indicated  that its refusal to opine was also based upon its opinion that it now
retroactively felt that it lacked the necessary independence to do so due to the
fact that it had  prepared  an  "Independent  Experts  Report"  on behalf of the
Company in October of 1996 and that, accordingly, D&T was of the opinion that it
should not have acted as CityView's  auditors for subsequent  years with respect
to U.S.  matters  (notwithstanding  the  fact  that  D&T  felt  that  Australian
independence  requirements  did not  preclude  it from  auditing  the  Company's
financial statements for Australian reporting purposes).

         Management  turned to Feldman  Sherb & Co.,  P.C.  ("FS").  FS,  having
previously been introduced to the Company by its counsel, had initially rendered
certain  consultatory  services to the Company (regarding US GAAP disclosures in
the Company's Form 20-F and US GAAP treatment of certain completed transactions;
specifically  relating to oil and gas acquisition and  exploration  costs.  Such
consulting  services  did  not  relate  to (a)  the  application  of  accounting
principles to proposed  transactions or (b) the type of audit opinion that might
be rendered by FS on the Company's financial statements. FS did not consult with
D&T regarding the above mentioned issues. As a direct result of the consultatory
services rendered by FS to the Company, management decided to utilize such firms
services  for  auditing  purposes  and filings  within the U.S.  for purposes of
compliance with US GAAP and securities  related matters.  Accordingly,  FS which
was already  familiar with the Company's  Form 20-F having acted as  consultants
with  respect to  responses  to SEC comment  letters and Nasdaq  inquiries  (and
having  assisted in compilation and  preparation of various  correspondence  and
filing with the SEC in regards to the  Company's  Form 20-F) filings was engaged
(on October 16,  2000) to audit the  Company's  financial  statements  for years
ended December 31, 1997, 1998 and 1999. A field audit was subsequently conducted
commencing October 23, 2000. FS's audit report dated October 27, 2000 is part of
this Form 20-F.

         At the Company's May 31, 2000 Annual  Meeting of  Stockholders  D&T was
replaced as auditors (in Australia) by the firm of BDO Nelson  Parkhill (BDO) of
Perth,  Western  Australia,  which latter  appointment  was carried out with the
consent of Australian Securities and Investments Commission,  the statutory body
in Australia  empowered with the  administration  and regulation of corporations
and corporate law. The Company's Board of Directors participated in and approved
the decision to change independent accountants.

         While D&T no longer acts as the Company's  auditors it still acts, from
time to time, as a consultant to the Company and provided  assistance and backup
documentation  as was required by FS during the latter's  audit included in this
Form 20-F.

         As a result of all of the above and most  specifically  the initial and
ongoing  consultatory  services rendered by FS to the Company and (as aforesaid)
its active  and  ongoing  participation  in  preparing  necessary  responses  to
inquiries  made of the Company by both Nasdaq and the SEC and its knowledge with
respect to US GAAP matters  management  decided to utilize the services of FS as
its auditors for all matters  regarding  or relating to US  governmental  and/or
administrative agencies and/or accounting matters.

         To summarize  the above,  D&T had been  engaged as Company  independent
auditors in connection with Company reporting  obligations in both Australia and
the U.S. On May 31, 2000 BDO Nelson Parkhill replaced D&T as Company independent
auditors in connection with its reporting obligations in Australia only while FS
replaced  D&T as the  Company's  independent  auditors in  connection  with U.S.
reporting obligations.

         The report of D&T on the financial  statements for the years  indicated
above  contained  no adverse  opinion  or  disclaimer  of  opinion  and were not
qualified or modified as to uncertainty, audit scope or accounting principles.

         In connection  with D&T's audits for the years indicated  above,  there
were no  disagreements  with  D&T on any  matter  of  accounting  principles  or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements,  if not resolved to the satisfaction of D&T would have caused D&T
to make  reference to them in their report on the financial  statements for such
years.
                                      30A

<PAGE>

ITEM 9.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         The current  financial  period is for the twelve months ended  December
31,  1999.  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, 1999, 1998 and 1997 are
disclosed in footnote 30 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 three
financial  periods ended  December 31, 1999,  December 31, 1998 and December 31,
1997.
Overview

Risks of Investing in Respect to the Company's Operations and Industry
         The future  profitability and viability of the Company's operations and
activities  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 Indonesia and its 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 Indonesia.

In  January  2000  CityView  had  the  opportunity  to diversify its  investment
portfolio from purely oil interests,  which  had  not  benefited the Company for
some time,  and to acquire  by  subscription  a 10% interest in Sands Solutions.
com  Pty  Ltd ("Sandssol") with pre-emptive  rights to acquire further interests
in Sandssol.


Sandssol is the IT subsidiary of Sands & McDougall,  and has been an  Australian
office product  supplier since  1853.  Sands  &  McDougall  has been involved in
electronic trading since 1985 and is engaged in B2B e-commerce in Australia. The
significance  of  Sandssol  is  that  CityView believes that Sandssol has a well
established client base and proven products which are easy to use and capable of
being integrated into existing financial accounting systems.

CityView's role is as an investor and CityView will have  representation  on the
Sandssol Board in that CityView's CEO services on  such  Board.  While  CityView
currently  does  not  have  the  right  to  appoint  an  additional  director to
Sandssol's Board such right, to  appoint  a  single  additional  director,  will
commence if and when CityView acquires 10% interest in Sandssol.

CityView  will  not be  responsible  for the  normal  day to day  running  costs
associated  with  Sandssol.  The only  payment  CityView  will make in acquiring
Sandssol is the injection of funds relating to the acquisition.

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, 1999
, 1998 and  1997  are  disclosed  in  footnote  30  to  the financial statements
contained herein.

                                       31
<PAGE>


Year Ended December 31, 1999 compared to Year Ended December 31, 1998.

         The Company's  gross revenues for the year ended December 31, 1999 were
A$208 as compared to A$335,980 for the year ended December 31, 1998.

         There was no operating  revenue from  operations  in Indonesia for both
the year ended December 31, 1999 and December 31, 1998.

         The  Company  incurred  an operating loss before tax of A$11,095,107 in
the  year  ended  December  31,  1999  compared  to  a  loss of  A$20,362,087 in
the  year  ended   December  31,  1998.   The   decrease   in   operating   loss
resulted primarily  from the  loss  on  disposal of a subsidiary of A$12,673,100
in 1998 offset  by  an  increase  of  write-off  of  exploration expenditures in
1999 of A$2,465,587.

         The   Company   disposed  of   subsidiaries   engaged  in  unprofitable
ventures,  principally  oil and gas exploration projects.  All costs incurred by
the subsidiaries were written off as incurred.The impact on the Company's future
results of operations,  financial  position and  liquidity  resulting  from  the
disposal of these subsidiaries will be nil.

        The  Company  wrote-off  exploration  costs  of  A$4,786,387 in 1999 and
A$2,320,000  in  1998. These  costs related  to  properties  in  Indonesia.  The
Company   wrote  off  these  costs because these  areas  were  determined to  be
non-economic  because the production costs would exceed any expected revenues.

Year Ended December 31, 1998 compared to Year Ended December 31, 1997.

         The Company's  gross revenues for the year ended December 31, 1998 were
A$335,980 as compared to A$141,236 for the year ended December 31, 1997.

         There was no operating  revenue from  operations  in Indonesia for both
the year ended December 31, 1998 and the year ended December 31, 1997.

         The  Company  incurred  an operating loss before tax of A$20,362,087 in
the year ended  December 31, 1998 compared to a loss of  A$2,382,196 in the year
ended December 31, 1997. This increase in operating loss resulted primarily from
the loss on disposal of subsidiaries.

         The   Company   disposed  of   subsidiaries   engaged  in  unprofitable
ventures,  principally  oil and gas exploration projects.  All costs incurred by
the subsidiaries were written off as incurred.The impact on the Company's future
results of operations,  financial  position and  liquidity  resulting  from  the
disposal of these subsidiaries will be nil.

        In the year ended  December 31, 1998  there  was a nil operating profit/
(loss) after tax for Indonesian activities.

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 1992 were as follows:

                                       32

<PAGE>

                      1992      1993     1994     1995    1996   1997     1998

Inflation Rates %       4.9      9.77     9.24     8.64    6.47   11.05   -20av.

         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 they 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.


                                       33
<PAGE>

Liquidity and Capital Resources

Year Ended December 31, 1999 compared to Year Ended December 31, 1998

         For the year ended 1999 the Company agreed to allot 75% interest in its
Indonesia oil and gas properties to Medco,in consideration of Medco carrying out
and paying for the whole  of the 2000 and 2001 work programs.  Accordingly,  the
Company  has  no  planned expenditures for its Indonesian oil and gas properties
for fiscal 2000 and 2001.

         At December 31, 1999, the Company had a working  capital  deficit of A$
1,951,526  compared to  A$15,431,298  at December  31,  1998.  This  decrease in
working capital deficit resulted mainly from the settlement of debt to MMC.

         Cash flow used in operating  activities  decreased from  A$2,495,512 in
the year ended  December  31,1998 to  A$1,982,595 in the year ended December 31,
1999.  The primary  differences  for  decrease in funds used was due to the slow
down of activity, mainly in Jakarta.

         Cash flow used for investing  decreased from  A$9,402,910  for the year
ended    December  31,  1998  to  A$  nil  in  the year ended December 31, 1999.
This  decrease  in funds used for  investing  activities  was  primarily  due to
decreased payments for acquisition,  exploration,  evaluation and development of
oil fields.  Due to oil prices during 1998/1999 exploration expenditure was  cut
back  and  a  greater  emphasis  placed  on  reducing debt and restructuring the
Company primarily through agreement with Medco.

         The  Company   generated  cash  flows  from  financing   activities  of
A$1,992,771   in   the   year   ended    December   31,   1999   compared     to
A$10,022,062  in  the  year  ended  December 31, 1998. 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 and loans from related party of A$5,951,600 in 1998.

         For the period from  December  31, 1999  through  June 2000,  A$660,000
of debentures  were  converted  into  shares  capital.  The  Company also raised
additional equity  capital  of  A$9,808,000 and  A$1,662,000  of  proceeds  were
received  from the exercise of options. Accordingly working capital increased by
A$12,130,000 as a result of these transactions.

Year Ended December 31, 1998 compared to Year Ended December 31, 1997

         At December 31, 1998, the Company had a working  capital  deficit of A$
15,431,298 compared to  A$4,659,118  at December  31,  1997.  This   decrease in
working capital resulted mainly from the write off of prepayments  and  deposits
to Pertamina on the sale of Western Resources.

         Cash flow used in operating  activities  increased from  A$1,788,810 in
the year ended  December  31, 1997 to A$2,495,512 in the year ended December 31,
1998.  The primary  differences  for  increase in funds  used  was  due  to  the
payment of outstanding accounts payable mainly in Jakarta.

         Cash flow used for investing  decreased from  A$15,521,661 for the year
ended  December 31, 1997 to A$9,402,910 in the twelve months ended  December 31,
1998.  This  decrease  in funds used for  investing  activities   was  primarily
due  to  decreased  payments  for  acquisition,  exploration,   evaluation   and
development of oil fields due to the increased instability in Indonesia in  this
period.

         The  Company   generated  cash  flows  from  financing   activities  of
A$10,022,062  in  the  twelve  months  ended   December  31,  1998  compared  to
A$19,040,371 year ended December 31, 1997. Cash flows from financing  activities
principally  comprise  the issue of  ordinary  shares in the  Company by private
placement and the conversion of share options into ordinary share capital of the
Company.

         For further details on the foregoing cash flow movements of the Company
refer to Item 17. Financial Statements - Cashflow Statement.


                                       34
<PAGE>

ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT.

Officers and Directors
         The Officers and Directors of the Company are as follows:
Name                             Age               Position

Peter Mark Smyth                 60                Chief Executive
                                                   Officer and Director
Peter John Augustin Remta        59                Director and member  of Audit
                                                   Committee
Leslie Robert Friday             62                Director  and member of Audit
                                                   Committee
Warren Baillie                   28                Secretary  / Chief  Financial
                                                   Officer/General Counsel

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

Peter Mark Smyth-Chief Executive Officer and a member of the Board of Directors

         Mr.  Smyth has been a member of the Board of  Directors  of the Company
since December 15, 1995 and was appointed  Chief  Executive on January 11, 1996.
Mr. Smyth has been in the resources industry since 1969 when he became Secretary
of the Australian branch of the Selection Trust Group (now BP Minerals).  He has
been  actively  involved in the  successful  establishment  and  management of a
number of petroleum and mineral  companies with global  activities.  He has also
formed a wide  network  of  business  relationships  throughout  Asia and has an
extensive knowledge of its history and diverse cultures.  In 1991, Mr. Smyth was
co-founder  of the Quest  Petroleum  Group which held a 50% interest in the Komi
Quest Limited Liability Society through Quest Petroleum  Exploration  g.m.b.H.L.
("Quest  Group")  and  undertook  a major oil  production  enhancement  and well
modernization  program in the Vozey  oilfields  of the Komi  Republic in Russia.
Quest Group also held a 50% interest in the  Zhetybay  Quest  Limited  Liability
Society through Quest  Petroleum  Kazakhstan  g.m.b.H.  to establish a reservoir
management  project in the Mangistau  region of Kazakhstan.  The Quest Group was
sold in April 1994  whereupon  Mr.  Smyth  resigned  as  Director of the various
companies  in the Group.  In 1993,  Mr. Smyth  helped  found  Archangel  Diamond
Corporation and formed a joint venture with Arkhangelskgeologiya  resulting in a
discovery of the Grib diamond pipe.  Mr. Smyth helped found  Northern  Petroleum
plc which was listed on the  Alternative  Investment  Market of the London Stock
Exchange in December 1995 to invest in the Polar Bear joint venture  focusing on
the Timan-Pechora Basin in the Arkhangelsk region of Russia.

         Mr. Smyth  received from the  University of Oxford an Honours degree in
Jurisprudence in 1964 and a Masters degree in 1969. Mr. Smyth was admitted as an
attorney  in  England  in 1966,  New  South  Wales  Australia  in 1967,  Western
Australia  in 1974  and  Hong  Kong in  1976,  but no  longer  holds  practicing
certificates as Mr. Smyth voluntarily  ceased to practice law in order to pursue
various business opportunities.

                                       35
<PAGE>


Peter John Augustin Remta - Member of the Board of Directors and Audit Committee

         Mr.  Remta  is a founding  director  of the  Company and was  appointed
to the Board on May 6, 1987.  From that date until  December  19,  1989,  he was
executive  chairman of the Company and since the latter date until  January 1996
was its executive director. He is still a director of the Company and undertakes
some  executive  duties  as and when  required.  Mr.  Remta is  Chairman  of the
Company's  Audit  Committee.  Mr. Remta  graduated with a bachelor of law degree
from the University of Western Australia in 1966 and was admitted as a barrister
and solicitor of the Supreme Court of Western  Australia in 1968.  Following his
admission to the Bar, Mr. Remta practiced as a lawyer  specializing in corporate
and commercial, and mining law on a full time basis until February 1983, when he
became  executive  chairman of Kulim Limited which was a successful  gold mining
company in Western Australia. Mr. Remta resigned from the executive chairmanship
of that company in May 1986,  but remained a director  until  February  1987. In
August 1987, Mr. Remta became the chief executive  director of Triton  Resources
Limited but resigned in April 1999.  Mr. Remta was the Honorary  Consul  General
for the  Philippines in Western  Australia for many years and is a Knight of St.
Lazarus.

Leslie Robert Maurice Friday  -  Member  of  the  Board  of  Directors and Audit
                                 Committee.

           Mr. Friday has extensive  business interests in Western Australia and
has a long record of successful investments.  He was a director of CityView from
May 1987 to September 1996 and was reappointed a director on December 31, 1999.

Warren Baillie - Secretary, Chief Financial Officer and General Counsel

         On May 22,  2000 Warren  Baillie was  appointed  the  Secretary,  Chief
Financial Officer and General Counsel of the Company.  Mr. Baillie's  experience
has been in both  financial  and  legal  arenas.  He  recently  practiced  as an
attorney in the areas of commercial  and corporate law with the law firm Jackson
McDonald.  Jackson  McDonald  is the  largest  independent  law firm in  Western
Australia.  He has also worked with the Perth office of Ernst & Young, Chartered
Accountants.  Mr. Baillie's qualifications include a Bachelor of Commerce degree
from the  University  of Western  Australia  and a Bachelor  of Laws degree from
Murdoch University of Western Australia.

ITEM 11. COMPENSATION OF DIRECTORS AND OFFICERS

         Total  compensation  for  directors  during  the twelve  months  ending
December 31, 1999 was A$985,000  including fees paid to Peter Mark Smyth through
his consulting company,  Romarcam Investments Pty Limited of A$10,000 per month.
Mr Smyth is the Chief Executive Officer of the Company.  The consulting services
of Romarcam  Investments  Pty Limited is the  provision  of Mr.  Smyth to act as
Chief  Executive  Officer and Director of CityView.  No amount of money has been
set aside by the Company to provide pension or similar benefits for its officers
and directors.

ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES

         None at December 31, 1999

ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

         There  are  no  additional  interests  of  management  in  transactions
involving  the Company  except for those stated  herein or in Item 17 - Notes to
the Financial Statements.

                                       36
<PAGE>


                                     PART II

ITEM 14. DESCRIPTION OF SECURITIES TO BE REGISTERED

          None at December 31, 1999.

                                    PART III

ITEM 15. DEFAULTS UPON SENIOR SECURITIES

         None.


ITEM 16. CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED SECURITIES

         None.

                                     PART IV

ITEM 17. FINANCIAL STATEMENTS

         See Item 19.

ITEM 18. FINANCIAL STATEMENTS

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

ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS

A.       Financial Statements of Registrant. (Annual Reports for, 1997 ,  1998 &
1999)


                                       37
<PAGE>





STATEMENT OF THE DIRECTORS



The directors declare that:

a) The attached  financial  statements and notes thereto comply with  accounting
   standards;
b) The attached financial statements and notes thereto give a true and fair view
   of the financial position and performance of the company and the consolidated
   entity.
c) In  the  directors'  opinion,  the  attached  financial  statements and notes
   thereto are in accordance with the Corporations Law; and
d) In  the  directors' opinion, there are reasonable grounds to believe that the
   company  will  be  able to pay its  debts as and  when  they  become  due and
   payable.


Signed in accordance  with a resolution of the directors  made pursuant to s.295
(5) of the Australian Corporations Law.


On behalf of the Directors



/Mark Smyth/

Mr P M Smyth
Director

PERTH, WESTERN AUSTRALIA
December 18, 2000











                                       38
<PAGE>



SIGNATURES


       Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant certifies that it meets all the requirements
for filing on Form 20-F and has duly caused this  Registration  Statement  to be
signed on its behalf by the undersigned, there unto duly authorises.


Dated At Perth, Western Australia, December 18, 2000.

CITYVIEW CORPORATION LIMITED


/Mark Smyth/
------------------------------
BY:    PETER MARK SMYTH
Chief Executive and Member of the Board of Directors





Perth,
Western Australia
December 18, 2000




                                       39
<PAGE>
                       CITYVIEW ENERGY CORPORATION LIMITED
                                 ACN 009 235 634

           Annual Report For The Financial Year Ended 31 December 1999




                                                                 Page Number

Auditors' Report                                                      8

Profit and Loss Statement                                            10

Balance Sheet                                                        11

Statement of Cash Flows                                              12

Notes to and forming Part of the Financial Statements             13 - 36









<PAGE>


                           INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders
CityView Energy Corporation Limited

        We have audited the accompanying consolidated balance sheets of CityView
Energy  Corporation  Limited as of  December  31,  1999 and 1998 and the related
consolidated  statements of profit and loss,  and cash flows for the years ended
December  31,  1999,  1998  and  1997.   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  Energy  Corporation
Limited as of  December  31, 1999 and 1998 and the  consolidated  results of its
profit and loss and its cash flows for the years ended  December 31, 1999,  1998
and 1997 in conformity with Australian generally accepted accounting principles.

The financial statements for the year ended December 31, 1999 have been restated
(See note 29).


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

New York, New York
October 27, 2000


                                        8
<PAGE>

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


                                       9
<PAGE>

                       CITYVIEW ENERGY CORPORATION LIMITED

                            Profit and Loss Statement
                  For the Financial Year Ended 31 December 1999

<TABLE>
<CAPTION>

                                                                  Consolidated Entity                           Parent Entity
                                                       31-Dec-99    31-Dec-98       31-Dec-97              31-Dec-99      31-Dec-98
                                                NOTE      A$             A$             A$                     A$            A$
                                                      (Restated)

<S>                                            <C>   <C>          <C>             <C>                      <C>        <C>
Operating profit (loss) before income tax        2  (11,095,107)    (20,362,087)    (2,382,196)         (10,505,250)    (24,454,104)

Income tax attributable to operating
  profit (loss)                                  3         -             -               -                    -              -

                                                  ----------------------------------------------       -----------------------------
Operating profit (loss) after income tax            (11,095,107)    (20,362,087)    (2,382,196)         (10,505,250)    (24,454,104)

Outside equity interests in operating
  profit (loss)                                             -             -               -                   -               -
                                                  ----------------------------------------------       -----------------------------

Operating profit (loss) after income tax
  attributable to members of the parent entity      (11,095,107)    (20,362,087)    (2,382,196)         (10,505,250)    (24,454,104)

Accumulated losses at the beginning of the
  financial year                                    (28,304,095)     (7,942,008)    (5,559,812)         (28,924,566)     (4,470,462)

                                                  ----------------------------------------------       -----------------------------
Accumulated losses at the end of the
  financial year                                    (39,399,202)    (28,304,095)    (7,942,008)         (39,429,816)    (28,924,566)
                                                  ==============================================       =============================

</TABLE>


                   Notes to and forming part of the financial
                   statements are included on pages 13 to 30.

                                       10
<PAGE>




                       CITYVIEW ENERGY CORPORATION LIMITED

                      Balance Sheet as at 31 December 1999

<TABLE>
<CAPTION>
                                                                     Consolidated Entity                  Parent Entity
                                                                  31-Dec-99        31-Dec-98          31-Dec-99       31-Dec-98
                                                       NOTE           A$               A$                 A$              A$
                                                                  (Restated)
CURRENT ASSETS
<S>                                                                    <C>              <C>                    <C>         <C>
Cash                                                                     11,679           1,503                  -           1,138
Receivables                                              7                4,115         487,446                  -         330,113
Investments                                              8                    -           9,998                  -           9,998
                                                               ---------------------------------   --------------------------------
TOTAL CURRENT ASSETS                                                     15,794         498,947                  -         341,249
                                                               ---------------------------------   --------------------------------

NON CURRENT ASSETS
Receivables                                              9                    -               -          7,563,651      11,219,189
Investments                                             10                    -         382,804                 10         339,418
Property, plant and equipment                           11                    -          16,097                  -           8,252
Acquisition, exploration and development                12            7,563,651      12,350,038                  -               -
                                                               ---------------------------------   --------------------------------
TOTAL NON CURRENT ASSETS                                              7,563,651      12,748,939          7,563,661      11,566,859
                                                               ---------------------------------   --------------------------------
TOTAL ASSETS                                                          7,579,445      13,247,886          7,563,661      11,908,108
                                                               ---------------------------------   --------------------------------

CURRENT LIABILITIES
Accounts payable                                        13            1,419,561         804,658          1,310,169         403,221
Borrowings                                              14              668,610      15,246,438            671,981      15,209,869
                                                               ---------------------------------   --------------------------------
TOTAL CURRENT LIABILITIES                                             2,088,171      16,051,096          1,982,150      15,613,090
                                                               ---------------------------------   --------------------------------

TOTAL LIABILITIES                                                     2,088,171      16,051,096          1,982,150      15,613,090
                                                               ---------------------------------   --------------------------------
NET  ASSETS/(LIABILITIES)                                             5,491,274      (2,803,210)         5,460,660      (3,704,982)
                                                               =================================   ================================

SHAREHOLDERS' EQUITY
Share capital                                           15           44,890,476      25,219,584         44,890,476      25,219,584
Reserves                                                16                    -         281,286                  -               -
Accumulated losses                                                  (39,399,202)    (28,304,095)       (39,429,816)    (28,924,566)
                                                               ---------------------------------   --------------------------------
Shareholders' equity attributable to the
members of the parent entity                                          5,491,274      (2,803,225)         5,460,660      (3,704,982)
Outside equity interest in a controlled entity          17                    -              15                  -               -

                                                               ---------------------------------   --------------------------------
TOTAL SHAREHOLDERS' EQUITY/(DEFICIT)                                  5,491,274      (2,803,210)         5,460,660      (3,704,982)
                                                               =================================   ================================

</TABLE>

                   Notes to and forming part of the financial
                   statements are included on pages 13 to 30.




                                       11
<PAGE>




                       CITYVIEW ENERGY CORPORATION LIMITED

                             Statement of Cash Flows
                  For the Financial Year Ended 31 December 1999

<TABLE>
<CAPTION>

                                                                       Consolidated Entity                      Parent Entity
                                                             31-Dec-99        31-Dec-98   31-Dec-97        31-Dec-99       31-Dec-98
                                                   NOTE          A$              A$           A$                A$             A$

Cash Flows From Operating Activities
<S>                                                             <C>          <C>          <C>                  <C>         <C>
Interest received                                                 205          10,187       122,642              205         10,034
Interest and other costs of finance paid                      (11,040)         (4,667)         -              (3,635)        (4,667)
Payments of deposits / rent prepayments                          -              -          (259,789)           -               -
Payments to suppliers and employees                        (1,971,700)     (2,501,032)   (1,651,663)      (1,993,850)    (1,317,125)
                                                          ------------------------------------------     ---------------------------
Net cash provided (used) by operating activities   24(d)   (1,982,595)     (2,495,512)   (1,788,810)      (1,997,280)    (1,311,758)
                                                          ------------------------------------------     ---------------------------

Cash flows from investing activities
Proceeds from the sale of plant and equipment                    -              -            52,314            -               -
Purchase of property, plant and equipment                                                (1,362,380)           -               -
Payment for the acquisition, exploration,
  evaluation and development of oil fields                       -         (9,402,910)  (14,211,197)           -               -
Advances to controlled entities                                  -              -                              -         (9,400,413)
Payment of Department of Minerals and
  Energy deposit                                                                               (398)           -               -
                                                          ------------------------------------------     ---------------------------
Net cash provided (used) by investing activities                 -         (9,402,910)  (15,521,661)           -         (9,400,413)
                                                          ------------------------------------------     ---------------------------

Cash from financing activities
Proceeds from the issue of shares                           1,992,771       2,431,118    13,190,024      1,992,771        2,431,118
Proceeds from issue of debentures                                -          1,639,344        -                 -          1,639,344
Loan from related party                                          -          5,951,600     6,309,092            -          5,925,613
Repayment of loan from related party                             -              -          (458,745)           -               -
                                                          ------------------------------------------     ---------------------------
Net cash provided (used) by financing activities            1,992,771      10,022,062    19,040,371      1,992,771        9,996,075
                                                          ------------------------------------------     ---------------------------

Net increase/ (decrease) in cash                               10,176      (1,876,360)    1,729,900         (4,509)        (716,096)
Cash at the Beginning of  The Financial Year                    1,503       1,882,576       152,676          1,138          717,234
Adjustment re cash held in entities disposed                     -             (4,713)        -                -               -
                                                          ------------------------------------------     ---------------------------
Cash at the End of  The Financial Year             24(a)       11,679           1,503     1,882,576         (3,371)           1,138
                                                          ------------------------------------------     ---------------------------

</TABLE>




                   Notes to and forming part of the financial
                   statements are included on pages 13 to 30.


                                       12
<PAGE>



                       CITYVIEW ENERGY CORPORATION LIMITED

Notes to and Forming Part of the Financial Statements
for the financial year ended 31 December 1999

1.   Summary of Accounting Policies

     Financial Reporting Framework

     The financial  report is a general purpose  financial report which has been
     prepared in accordance with the  Corporations  Law,  applicable  Accounting
     Standards and Urgent Issues Group Consensus  Views, and complies with other
     requirements of the law.

     The financial  report has been prepared on the basis of historical cost and
     except  where  stated,  do 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  resultant  financial   information  satisfies  the  concepts  of
     relevance  and  reliability,  thereby,  ensuring  that the substance of the
     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) Foreign Currency

     All  foreign  currency  transactions  during the  financial  year have been
     brought to  account  using the  exchange  rate in effect at the date of the
     transaction.   Foreign  currency  monetary  items  at  reporting  date  are
     translated at the exchange rate existing at that date.

     Exchange  differences are brought to account in the profit and loss account
     in the period in which they arise.

     (b) Taxation

     The company adopts the liability  method of tax effect  accounting  whereby
     the income tax expense shown in the profit and loss statement is calculated
     on operating profit adjusted for permanent  differences.  The tax effect of
     timing  differences  which  arise  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 are not brought to account unless realisation of
     the asset is assured beyond  reasonable  doubt.  Future income tax benefits
     relating to tax losses are only brought to account  when their  realisation
     is virtually certain.

                                       13

<PAGE>



                       CITYVIEW ENERGY CORPORATION LIMITED

Notes to and Forming Part of the Financial Statements
for the financial year ended 31 December 1999

     (c) Acquisition, Exploration and Development Expenditure

     The  consolidated  entity has entered into contracts to develop and operate
     oil fields in  Indonesia.  These  contracts  are under  standard  terms for
     foreign  companies  operating in  Indonesia.  These amounts are recorded at
     directors valuation.  The contracts are subject to controls and regulations
     by the controlling parties and by the Republic of Indonesia and as such are
     impacted  by the  political  stability  of the  host  country.  Whilst  the
     consolidated  entity's  share  of  revenue  from  shareable  oil  from  its
     operations  in Indonesia  will be  receivable  in US dollars,  the ultimate
     recoverability of the acquisition,  exploration and development expenditure
     is dependent upon the future  development,  exploitation and/or sale of the
     respective  areas of interest.  The directors are not able to determine the
     impact (if any) that the above factors, together with any fall in world oil
     prices, may have on the future carrying values of the above carried forward
     expenditure.

     (d) Depreciation

     Depreciation is provided on property,  plant and equipment,  excluding land
     and buildings. Depreciation is calculated on a straight-line basis so as to
     write off the net cost of each asset over its  expected  useful  life.  The
     following estimated useful lives are used:

     Plant and equipment            3 years
     Leasehold improvements         5 years

     (e) Investments

     Investments in controlled entities are recorded at cost, less any provision
     for diminution. Other investments are recorded at cost.

     (f) Accounts Payable

     Trade  payables  and  other  accounts   payable  are  recognised  when  the
     consolidated  entity becomes obliged to make future payments resulting from
     the purchase of goods and services.

                                       14

<PAGE>

                       CITYVIEW ENERGY CORPORATION LIMITED

Notes to and Forming Part of the Financial Statements
for the financial year ended 31 December 1999

     (g) Borrowings

     Debentures,  bank loans and other loans are  recorded at an amount equal to
     the net proceeds  received.  Interest  expense is  recognised on an accrual
     basis.

     (h) Financial instruments issued by the company

     Debt and equity  instruments  are  classified as either  liabilities  or as
     equity in accordance with the substance of the contractual agreements

     (i) Receivables

     Trade  receivables  and other  receivables are recorded at amounts due less
     any provision for doubtful debts.

     (j) Recoverable Amount of Non-current Assets

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

     (k) Sale of Western Resources NL

     The financial  statements  for the year ended 31 December 1998 included the
     effects of the sale for a note of A$325,786 made as of 18 December 1998  of
     the Company's 100% interest in Western Resources NL and  its  subsidiaries.
     The aggregate  loss recorded as at 31 December 1998 of this  transaction to
     the consolidated entity was A$12,673,100. During the year ended December 31
     1999 the Company wrote off the note of A$325,786 due to uncollectibility.

<TABLE>
<CAPTION>
                                                                        Consolidated Entity                       Parent Entity
                                                               31-Dec-99      31-Dec-98     31-Dec-97         31-Dec-99   31-Dec-98
                                                                  A$             A$            A$                A$          A$
                                                              (Restated)
2.Operating Profit (Loss)
The operating profit/loss before income tax
includes the following items of revenue
and expense:
<S>                                                                  <C>      <C>                                   <C>   <C>
Proceeds from the sale of non current investment                       3        325,786         -                     3     325,786
Revenue - Operating
Sales                                                               -               -           -                  -            -
Interest - other entities                                            205         10,194      122,650                205       10,041
Sale of shares                                                      -               -         14,586               -            -
Proceeds on Sale of Investments                                     -               -           -               179,889         -
Other income                                                        -               -          4,000               -            -
                                                            ------------------------------------------------------------------------
 Total Revenue                                                       208        335,980      141,236            180,097      335,827
   </TABLE>



                                       15

<PAGE>

                      CITYVIEW ENERGY CORPORATION LIMITED

Notes to and Forming Part of the Financial Statements
for the financial year ended 31 December 1999

<TABLE>
<CAPTION>

Expenses
<S>                                                               <C>             <C>         <C>         <C>             <C>
Selling, General and Administrative                               4,090,798       3,727,582   1,562,459     4,413,816     2,543,225
Depreciation                                                          9,097           8,446     290,368         8,252         8,252
Provision for doubtful debts in respect of amounts
receivable from controlled entities                                       -               -           -     4,088,760     4,770,017
Interest expense                                                    973,121         963,553      86,057       973,121       963,553
Loss on disposal of property, plant and equipment                         -          12,002      12,002             -             -
Write off unidentified assets                                             -          74,981           -             -        74,981
Loss on disposal of subsidiary                                    1,201,388      12,673,100           -     1,201,388    15,740,808
Provision for diminution of investment                              214,413         689,095           -            10       689,095
Foreign currency translation losses                                       -         228,508     310,046             -             -
Write off exploration expenditure                                 4,786,387       2,320,800           -             -             -
Amortization of contract rights                                           -               -     262,500             -             -
                                                               ---------------------------------------------------------------------
Total expenses                                                   11,275,204      20,698,067     960,973    10,685,347    24,789,931
                                                               ---------------------------------------------------------------------
Net Income (Loss)                                               (11,095,107)    (20,362,087) (2,382,196)  (10,505,250)   24,454,104
                                                               ====================================================================

3.Income Tax
(a)The prima facie income tax benefit on pre-tax  accounting  profit reconciles
to the income tax benefit in the financial statements as follows:

Operating Profit / (loss)                                        (11,095,107)    (20,362,087)  (2,382,196)(10,505,250)  (24,454,104)
Income tax expense/(benefit) calculated at 36% of
operating profit                                                  (3,994,239)     (7,330,351)    (857,591)  3,781,890    (8,803,477)
Permanent differences                                                     -                -            -           -             -
Tax loss now brought to account                                           -                -            -  (3,781,890)            -
Timing differences and tax losses not brought to
account as future income tax benefits                              3,994,239       7,330,351      857,591           -     8,803,477
                                                               ---------------------------------------------------------------------
Income tax expense                                                        -                -            -           -             -
                                                               ---------------------------------------------------------------------
(b) Future income tax benefits not brought to
account as assets : 30% (1998: 36%)                               8,728,305       10,279,690    2,949,339   8,020,296     9,887,227
                                                               ---------------------------------------------------------------------
                                                                  8,728,305       10,279,690    2,949,339   8,020,296     9,887,227
                                                               ---------------------------------------------------------------------

</TABLE>

                                       16
<PAGE>

                       CITYVIEW ENERGY CORPORATION LIMITED

Notes to and Forming Part of the Financial Statements
for the financial year ended 31 December 1999


3.   Income Tax (cont.)

The  taxation  benefits  of tax  losses and timing  differences  not  brought to
account  will only be obtained if:

a)   assessable income  is  derived  of  a nature and of an amount sufficient to
     enable the benefit from the deductions to be realized;
b)   conditions for deductibility imposed by the law are complied with; and
c)   no  changes  in  tax  legislation  adversely  affect the realization of the
     benefit from the deductions.

4.  Directors Remuneration

The directors of CityView for the year ended 31 December 1999 were :

P M Smyth
P J A Remta
L Heyder (retired 30 December 1999)
LRM Friday (appointed 30 December 1999)                  Parent Entity
The aggregate of income paid or payable,      31-Dec-99    31-Dec-98   31-Dec-97
or otherwise made available, in respect          A$           A$          A$
of the financial year, to all directors
of the company,  directly or indirectly,      985,000      413,207     120,000
by the company or by any related party.      -----------------------------------





The aggregate of income paid or payable,
or otherwise made available, in respect                  Consolidated Entity
of the financial year, to all directors       31-Dec-99   31-Dec-98   31-Dec-97
of each entity in the  consolidated              A$          A$          A$
entity, directly or indirectly, by the
entities in which they are directors or       985,000     413,207     734,916
by any related party.                        -----------------------------------

The number of directors of the company
whose total  income  falls within each
successive A$10,000 band of income;

                        Consolidated Entity                     Parent Entity
                     31-Dec-99       31-Dec-98          31-Dec-99      31-Dec-98
                        A$              A$                 A$             A$


0 - $9,999               1               -                  1              -
$10,000 - $19,999        -               4                  -              4
$60,000 - $69,999        1               -                  1              -
$180,000 - $199,999      -               1                  -              1
$280,000 - $289,999      1               -                  1              -
$290,000 - $299,999      -               1                  -              1
$630,000 - $639,999      1               -                  1              -


There were no  executives  of the company  that were not also  directors  of the
company, and therefore disclosed above.

                                       17
<PAGE>
                       CITYVIEW ENERGY CORPORATION LIMITED

Notes to and Forming Part of the Financial Statements
for the financial year ended 31 December 1999

5.   Executive and Employee Share Option Plan

The  company has an  ownership  based  remuneration  scheme for  executives.  In
accordance with the provisions of the scheme, as approved by shareholders at the
annual general meeting certain  directors are entitled to purchase shares. As at
31 December  1999 there were :

(i)  250,000  unlisted  employee  options on issue convertible  into  fully paid
     ordinary shares at an exercise price of   A$0.70 per option,on or before 30
     June 2000.

(ii) 500,000 unlisted  Directors  options on issue  convertible  into fully paid
     ordinary  shares  at an exercise price of   A$0.76 per option, on or before
     30 June 2001.
<TABLE>
<CAPTION>

                                                                          Consolidated Entity                   Parent Entity
                                                                  31-Dec-99     31-Dec-98   31-Dec-97      31-Dec-99       31-Dec-98
                                                                    A$              A$         A$             A$              A$
6.Remuneration of Auditors
Amounts  received,  or due and  receivable  from the
company and any related organisation for:
<S>                                                               <C>            <C>       <C>            <C>             <C>
Auditing the financial statements                                   25,000         20,000    22,303         25,000          20,000
Other Services                                                      20,000              -         -         20,000               -
                                                             ---------------------------------------      --------------------------
                                                                    45,000         20,000    22,303         45,000          20,000
                                                             ---------------------------------------      --------------------------

7.Current Receivables
Prepayments and deposits                                                 -        132,845         -               -               -
Deposits with the Department of Minerals
and Energy                                                               -          7,833         -               -               -
Other debtors                                                        4,115        346,768         -               -         330,113
                                                               -------------------------------------      --------------------------
                                                                     4,115        487,446                         -         330,113
                                                               -------------------------------------      --------------------------

Prepayments and deposits  comprise  deposits to vendors for oil field evaluation
and  development  and  payments  to the  Indonesian  state  owned  oil  and  gas
organization  Perusahaan  Pertambangan Minyak Dan Gas Bumi Negara  ("Pertamina")
which cover expenditure on production  facilities to be incurred by Pertamina at
the company's request.

8.Current Investments

At cost:
Shares and options                                                       -           10,498                  -          10,498
Less provision for diminution                                            -             (500)                 -            (500)
Associated corporations                                                  -           36,000                  -          36,000
Less provision for loss                                                  -          (36,000)                 -         (36,000)
                                                               ---------------------------------   --------------------------------
                                                                         -            9,998                  -           9,998
                                                               ---------------------------------   --------------------------------
9.Non Current Receivables

Loans to controlled entities                                             -                -          7,563,651      15,989,206
Less provision for loss                                                  -                -                  -     (4,770,017)
                                                               ---------------------------------   --------------------------------
                                                                         -                -          7,563,651      11,219,189
                                                               ---------------------------------   --------------------------------
</TABLE>

The ultimate  recoverability  of the loans to  controlled  entities is dependent
upon the future development, sale and or exploitation of the respective areas of
interest which each of these controlled entities controls.

                                       18
<PAGE>





                       CITYVIEW ENERGY CORPORATION LIMITED

Notes to and Forming Part of the Financial Statements
for the financial year ended 31 December 1999

<TABLE>
<CAPTION>
                                                                     Consolidated Entity                  Parent Entity
                                                                  31-Dec-99        31-Dec-98             31-Dec-99       31-Dec-98
                                                                     A$               A$                    A$              A$
10.Non-Current Investments

At cost:
Shares in controlled entities
<S>                                                                        <C>              <C>                <C>             <C>
Artane Minerals NL                                                           -                -                  -               1
Western Resources NL                                                         -                -                  -               -
Copperwell Pty Ltd                                                           -                -                  -               2
CityView Asia Pty Ltd                                                        -                -                 10              10
Shares in Unlisted Corporations
MMC Exploration & Production (Philippines) Pte Ltd                           -               49                  -               -
Shares in listed corporations                                                -        2,117,650                  -       2,074,300
Less provision for diminution                                                -       (1,734,895)                  -      (1,734,895)
                                                               ---------------------------------   --------------------------------
                                                                             -          382,804                 10         339,418
                                                               ---------------------------------   --------------------------------

11.Property, Plant and Equipment

Land and buildings at cost                                                   -            7,000                  -               -
                                                               ---------------------------------   --------------------------------
                                                                             -            7,000                  -               -
                                                               ---------------------------------   --------------------------------
Plant and equipment at cost                                             27,907           27,907             24,752          24,752
Less accumulated depreciation                                          (27,907)         (18,810)           (24,752)        (16,500)
                                                               ---------------------------------   --------------------------------
                                                                             -            9,097                  -           8,252
                                                               ---------------------------------   --------------------------------
                                                               ---------------------------------   --------------------------------
                                                                             -           16,097                  -           8,252
                                                               ---------------------------------   --------------------------------

</TABLE>





                                       19
<PAGE>

                       CITYVIEW ENERGY CORPORATION LIMITED

Notes to and Forming Part of the Financial Statements
for the financial year ended 31 December 1999

<TABLE>
<CAPTION>
                                                                     Consolidated Entity                  Parent Entity
                                                                    31-Dec-99        31-Dec-98            31-Dec-99       31-Dec-98
                                                                       A$               A$                   A$              A$
12.Acquisition, Exploration and Development

Exploration and development expenditure
Costs carried forward in respect of areas of
interest in:
Gold and mineral exploration and development
<S>                                                                          <C>      <C>                        <C>             <C>
 - at Director's valuation 31 December 1998                                  -        1,000,000                  -               -
Oil field acquisition, exploration and development
 - at cost                                                                   -       11,350,038                  -               -
 - at directors valuation at 31 December 1999                        7,563,651                -
                                                               ---------------------------------   --------------------------------
                                                                     7,563,651       12,350,038                  -               -
                                                               ---------------------------------   --------------------------------

The  consolidated  entity has entered into  contracts to develop and operate oil
fields in  Indonesia.  These  contracts  are under  standard  terms for  foreign
companies operating in Indonesia.  The directors valuation reflects a write down
of the carried forward costs to the directors  assessment of recoverable amount.
The directors  valuation will be amortized over the life of the various projects
once production  commences  (refer Note 1 (c)). The ultimate  recoverability  of
these assets is dependent upon the future  development,  exploration and/or sale
of the respective areas of interest.

13.Current Accounts Payable

Unsecured:
Trade creditors                                                        476,156          804,658            115,393         403,221
Accrued expenses                                                       943,405                -          1,194,776               -
Directors fees accrued                                                       -                -                  -               -
                                                               ---------------------------------   --------------------------------
                                                                     1,419,561          804,658          1,310,169         403,221
                                                               ---------------------------------   --------------------------------

Trade  creditors   principally   comprise  amounts  owing  on  services  in  the
exploration and developments of oil fields in Indonesia.

14.Current Borrowings

Loan from controlling entity (i)                                             -       13,522,737                         13,522,737
Debentures (ii)                                                        668,610        1,687,132            668,610       1,687,132
Other                                                                        -           36,569              3,371               -
                                                               ---------------------------------   --------------------------------
                                                                       668,610       15,246,438            671,981      15,209,869
                                                               ---------------------------------   --------------------------------
</TABLE>

(i) The loan from MMC was extinguished at 30 December 1999.
(ii)The debentures were converted into fully paid ordinary
    shares on 24 January 2000.









                                       20
<PAGE>




                       CITYVIEW ENERGY CORPORATION LIMITED

Notes to and Forming Part of the Financial Statements
for the financial year ended 31 December 1999

<TABLE>
<CAPTION>

                                                                     Consolidated Entity                  Parent Entity
                                                                  31-Dec-99        31-Dec-98          31-Dec-99       31-Dec-98
                                                                     A$               A$                 A$              A$
15.Share Capital

Issued and fully paid ordinary shares at 31 Dec 99:
<S>                                                                 <C>              <C>                <C>             <C>
29,025,216 ordinary shares (1998:13,657,068)                        44,890,476       25,219,584         44,890,476      25,219,584
                                                               ---------------------------------   --------------------------------
                                                                    44,890,476       25,219,584         44,890,476      25,219,584
                                                               ---------------------------------   --------------------------------

During the current year the company issued the following shares:
Date            Issue of shares                                     Issue price         Number          Share Capital
                                                                     per share                               $
18/01/99        Shares issued for services                                0.60          *25,000             15,000
02/02/99        Conversion debenture                                      0.55          149,678             81,724
17/02/99        Shares issued for services                                0.68          *39,000             26,520
23/03/99        Conversion debenture                                      0.56          147,394             83,130
27/04/99        Conversion debenture                                    0.4935          167,385             82,604
12/07/99        Shares issued for services                                0.50         *300,000            150,000
20/07/99        Shares issued for services                                0.53          *17,580              9,317
12/08/99        Sale of shares                                            0.41          200,000             81,776
17/08/99        Sale of shares                                            0.41        4,200,000          1,758,995
31/08/99        Shares issued for services                                0.94       *1,579,872          1,485,079
28/10/99        Conversion debenture                                    0.4695          177,450             83,312
30/12/99        Shares issued for services                                0.65       *6,624,790          4,306,113
31/12/99        Shares issued for services                                0.66         *183,174            120,000
31/12/99        Conversion Debenture                                     0.501        1,356,825            679,872
31/12/99        Options exercise                                          0.76          200,000            152,000
                                                                       --------------------------------------------
                                                                                     15,368,148          9,115,442
                                                                       --------------------------------------------
</TABLE>
* Shares issued for services rendered or payment of debt.

Options:

As at 31 December 1999 there were
(i)  250,000  unlisted  employee  options  on  issue convertible into fully paid
     ordinary shares at an exercise price of A$0.70 per option.
(ii) 2,000,000 unlisted  consultant options on issue convertible into fully paid
     ordinary shares at an exercise price of A$0.76 per option.
(iii)500,000 unlisted  Directors  options on issue  convertible  into fully paid
     ordinary shares at an exercise price of A$0.76 per option.

                                       21
<PAGE>





                        CITYVIEW ENERGY CORPORATION LIMITED

Notes to and Forming Part of the Financial Statements
for the financial year ended 31 December 1999

<TABLE>
<CAPTION>
                                                                     Consolidated Entity                  Parent Entity
                                                                  31-Dec-99        31-Dec-98          31-Dec-99       31-Dec-98

16.Reserves

(a) Reserves comprise
<S>                                                                          <C>              <C>                <C>          <C>
Share premium reserve                                                        -                -                  -            -
Asset revaluation reserve                                                    -          281,286                  -            -
                                                               ---------------------------------   -----------------------------
                                                                             -          281,286                  -            -
                                                               ---------------------------------   -----------------------------
(b) Movements in Reserves Share premium reserve
Balance at beginning of financial year                                       -       10,053,890                  -   10,053,890
Premium on shares issued during financial year                               -        1,508,641                  -    1,508,641
Transferred to share capital                                                 -      (11,562,531)                 -  (11,562,531)
                                                               ---------------------------------   -----------------------------
Balance at the end of the financial year                                     -                -                  -            -
                                                               ---------------------------------   -----------------------------

Asset revaluation reserve
Balance at beginning of financial year                                 281,286        1,431,100                  -            -
Devaluation of exploration and development                            (281,286)      (1,149,814)                 -            -
                                                               ---------------------------------   ------------------------------
Balance at the end of the financial year                                     -          281,286                  -            -
                                                               ---------------------------------   ------------------------------

</TABLE>
                                       22
<PAGE>


                         CITYVIEW ENERGY CORPORATION LIMITED

Notes to and Forming Part of the Financial Statements
for the financial year ended 31 December 1999
<TABLE>
<CAPTION>
                                                                     Consolidated Entity                  Parent Entity
                                                                  31-Dec-99        31-Dec-98          31-Dec-99       31-Dec-98
                                                                      A$               A$                  A$              A$
17.Outside Equity Interests
Ordinary share capital held by outside equity
<S>                                                                          <C>             <C>         <C>             <C>
interest                                                                     -               15          -               -
                                                               ---------------------------------   --------------------------------
Total outside equity interests in controlled                                 -               15          -               -
entities
                                                               ---------------------------------   --------------------------------
                                                                             -               15          -               -
                                                               ---------------------------------   --------------------------------


                                                                      1999                1998                 1997
                                                                   (Restated)
18.Earning per share                                             Cents per Share    Cents per Share       Cents per Share
Basic earnings  per share                                            A$(.70)            A$(1.53)             A$(.21)

The weighted average number of ordinary shares
on issue used in the calculation of basic earnings
per share
                                                               -----------------------------------------------------------
                                                                   15,899,719          13,299,260           11,407,010
</TABLE>

Diluted earnings per share is not disclosed as it is not materially different to
basic earnings per share

19.Financial Reporting by Segments

<TABLE>
<CAPTION>

(a)Industry Segments                        Investments                       Mining and Exploration
                            31 Dec        31 Dec        31 Dec       31 Dec       31 Dec          31 Dec
                              99            98            97           99           98              97
                              A$            A$            A$           A$            A$              A$
Revenue Outside the
<S>                            <C>        <C>          <C>         <C>              <C>                 <C>
consolidated entity          208          10,194       141,506            208       325,786             -
                         --------------------------------------   -----------------------------------------
Segment operating
profit  and (loss)             -        (715,074)   (2,109,319)   (11,095,107)  (19,647,013)     (272,877)
                         --------------------------------------   -----------------------------------------
Segment operating
profit and (loss)
after tax                      -        (715,074)   (2,109,319)   (11,095,107)  (19,647,013)     (272,877)
                         --------------------------------------   -----------------------------------------

Segment Assets                 -      12,237,888    24,568,116      7,579,445    12,657,973    22,944,036



(a)Industry Segments                       Eliminations                          Consolidated
                            31 Dec        31 Dec        31 Dec       31 Dec         31 Dec         31 Dec
                              99            98            97           99             98            97
                              A$            A$            A$           A$             A$            A$

Revenue Outside the
<S>                            <C>             <C>           <C>   <C>              <C>           <C>
consolidated entity            -               -             -            208       335,980       141,236
                         --------------------------------------  ------------------------------------------

Segment operating
profit  and (loss)             -               -             -    (11,095,107)  (20,362,087)   (2,382,196)
                         --------------------------------------- ------------------------------------------

Segment operating
profit and (loss)
after tax                      -               -             -    (11,095,107)  (20,362,087)   (2,382,196)
                         ---------------------------------------   ----------------------------------------

Segment Assets                 -     (11,647,975)  (22,823,903)     7,579,445    13,247,886    24,688,249
</TABLE>

The major  products and services from which the above  segments  derive  revenue
are:  Investments from financing and corporate overhead  activities,  Mining and
Exploration from oil and gas.

                                       23
<PAGE>

                        CITYVIEW ENERGY CORPORATION LIMITED

Notes to and Forming Part of the Financial Statements
for the financial year ended 31 December 1999

19.Financial Reporting by Segments (cont.)

<TABLE>
<CAPTION>
(b)Geographical Segments                       Indonesia                        Australia
                            31 Dec        31 Dec        31 Dec       31 Dec         31 Dec         31 Dec
                              99            98            97           99             98            97
                              A$            A$            A$           A$             A$            A$

Revenue Outside the
<S>                             <C>            <C>           <C>     <C>            <C>           <C>
consolidated entity             -              -             -            208       335,980       141,236
                        ----------------------------------------    ----------------------------------------
Segment operating
profit and (loss)      (11,545,307)   (3,715,637)     (171,019)       450,200   (24,484,142)   (2,211,177)
                        ----------------------------------------    ----------------------------------------
Segment operating
profit and (loss)
after tax              (11,545,307)   (3,715,637)     (171,019)        450,200   (24,484,142)  (2,211,177)
                        ----------------------------------------    ----------------------------------------
Segment Assets           7,579,445    11,485,351     20,166,637      7,442,800    12,981,824    5,577,919


(b)Geographical Segments                       Eliminations                        Consolidated
                            31 Dec        31 Dec        31 Dec       31 Dec         31 Dec         31 Dec
                              99            98            97           99             98            97
                              A$            A$            A$           A$             A$            A$

Revenue Outside the
<S>                             <C>         <C>      <C>     <C>              <C>        <C>       <C>
consolidated entity             -              -             -            208       335,980       141,236
                        ---------------------------------------- ---------------------------------------------
Segment operating
profit and (loss)              -      (7,837,692)            -    (11,095,107)  (20,362,087)   (2,382,196)
                        ---------------------------------------- ---------------------------------------------
Segment operating
profit and (loss)
after tax                      -      (7,837,692)            -    (11,095,107)  (20,362,087)   (2,382,196)
                        ---------------------------------------- ---------------------------------------------
Segment Assets         (7,442,800)   (11,219,289)   (1,056,307)     7,579,445    13,247,886    24,688,249
</TABLE>

20.      Particulars Relating to Controlled Entities
<TABLE>
<CAPTION>                                                                              Ownership interest
Parent Entity                                                                  1999         1998
<S>                                              <C>                           <C>           <C>
CityView Energy Corporation Limited              Australia   Ordinary          100%          100%

Controlled
CityView Asia Pty  Ltd                           Australia   Ordinary          100%          100%
Western Resources NL (c)                         Australia   Ordinary          100%          100%
Western Sangkimah NL (a)                         Australia   Ordinary          100%          100%
Western Nusantara Energi Pty Ltd (a)             Australia   Ordinary           80%           80%
Western Akar Petroleum Pty Ltd (a)               Australia   Ordinary           90%           90%
Western Madura Pty Ltd (b)                       Australia   Ordinary          100%          100%
Western Simenggaris Petroleum Pty Ltd  (b)       Australia   Ordinary          100%          100%
Western Wisesa Petroleum Pty Ltd (b)             Australia   Ordinary           85%           85%
Copperwell Pty Ltd                               Australia   Ordinary             -          100%
Artane Minerals NL                               Australia   Ordinary             -          100%
</TABLE>

(a)  Held by Western Resources NL
(b)  Held by CityView Asia Pty Ltd
(c)  Western Resources NL and its controlled entities have ceased operations and
     CityView intends to have them wound up as soon as practicable.

21.Disposal of Controlled Entities

During the  financial  year the  consolidated  entity  disposed of its ownership
interest in
o Artane  Minerals NL ("Artane")
o Copperwell Pty Ltd ("Copperwell")

The aggregate loss to the consolidated entity was A$1,201,388.

Artane was sold to an unrelated third party-Yule River Mining Pty Ltd,for   A$1.
The carrying value of the Company's interest in Artane of  A$275,111 was written
off.

Copperwell was sold to an unrelated third party-Triton Resources, for A$1.   The
carrying value of the Company's interest in Copperwell of A$926,277 was  written
off.
                                       24
<PAGE>

                         CITYVIEW ENERGY CORPORATION LIMITED

Notes to and Forming Part of the Financial Statements
for the financial year ended 31 December 1999

                                   Consolidated Entity        Parent Entity
                                  31-Dec-99  31-Dec-98     31-Dec-99  31-Dec-98
                                     A$         A$            A$         A$

22.Interests in Joint Ventures

Raeside Gold Project
The  Company  disposed  of  its interest in the Raeside joint venture during the
financial year.

CURRENT ASSETS
Cash                                      -     (1,867)            -          -
Receivables                               -      7,832             -          -
                                -------------------------   --------------------
Total current assets                      -      5,965             -          -
                                -------------------------   --------------------

NON CURRENT ASSETS
Plant and equipment - at cost             -      3,155             -          -
Accumulated depreciation                  -     (2,310)            -          -
                                -------------------------   --------------------
                                          -        845             -          -
Land and buildings at cost                -      7,000             -          -
Costs  carried  forward in
respect of areas of interest
in the  exploration  and
evaluation phase of the
Raeside Gold Project areas
 - Tenement at cost                       -      4,744             -          -
 - Exploration and development            -  1,514,865             -          -
                                -------------------------   --------------------
                                          -  1,519,609             -          -
                                -------------------------   --------------------
Total non current assets                 -   1,527,454             -          -
                                -------------------------   --------------------
TOTAL ASSETS                             -   1,533,419             -          -
                                -------------------------   --------------------

CURRENT LIABILITIES
Trade Creditors                          -      15,482             -          -
Borrowings                               -      26,100             -          -
                                -------------------------   --------------------
Total current liabilities                -      41,582             -          -
                                -------------------------   --------------------
NET ASSETS                               -   1,491,837             -          -
                                -------------------------   --------------------

                                       25
<PAGE>





                         CITYVIEW ENERGY CORPORATION LIMITED

Notes to and Forming Part of the Financial Statements
for the financial year ended 31 December 1999

                                   Consolidated Entity         Parent Entity
                              31-Dec-99 31-Dec-98 31-Dec-97 31-Dec-99 31-Dec-98
                                 A$        A$        A$        A$        A$

23.Notes to Statement of Cash Flow

(a) Reconciliation of cash
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. 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                         -          -          -     (3,371)         -
Cash                          11,679      1,503  1,882,576          -      1,138
                          --------------------------------  --------------------
                              11,679      1,503  1,882,576     (3,371)     1,138
                          --------------------------------  --------------------

(b) Business acquired
During the financial year
there were no business'
acquired.
(c) Business disposed of
During the financial year,
the consolidated entity
disposed of its 100% interests
in Artane Minerals NL and
Copperwell Pty Ltd
Consideration
Cash                               3    325,786          -          3    325,786
                          --------------------------------  --------------------

Book value of net assets sold
Cash                               -      4,713          -          -          -

Non current receivables (net
of foreign exchange gain)          - 15,005,577          -          - 15,010,290
Non current investments            -  1,056,304          -          -  1,056,304
                          --------------------------------  --------------------
Net assets disposed                - 16,066,594          -          - 16,066,594

Adjustment accumulated
losses already brought
to account                (1,201,391)(3,067,708)         - (1,201,391)         -

Loss on disposal           1,201,388 12,673,100          -  1,201,388 15,740,808
                          --------------------------------  --------------------
                                   3    325,786          -          3    325,786
                          --------------------------------  --------------------


                                       26
<PAGE>




                          CITYVIEW ENERGY CORPORATION LIMITED

Notes to and Forming Part of the Financial Statements
for the financial year ended 31 December 1999

<TABLE>
<CAPTION>

                                                                     Consolidated Entity                  Parent Entity
                                                                  31-Dec-99       31-Dec-98  31-Dec-97     31-Dec-99       31-Dec-98
                                                                     A$              A$         A $           A$              A$
                                                                  (Restated)
23.Note to Statement of Cash Flow (cont)

(d) Reconciliation of Operating Profit to Net Cash
Provided by Operating Activities

<S>                                                                <C>          <C>           <C>            <C>      <C>
Operating profit (loss) after income tax                          (11,095,107)    (20,362,087) (2,382,196)(10,505,250)  (24,454,104)

Less non cash operating items:
Depreciation                                                            9,097        (273,678)    290,368       8,252      (273,869)
Mineral exploration expenditure written off                         4,786,387       2,320,800           -           -             -
Contract rights amortization                                                -               -     262,500           -             -
Provision for loss on loan to associated entities                           -               -           -   4,088,760     4,770,017
Provision for exchange gain                                                 -               -     310,046           -             -
Interest expense                                                      973,121         963,553      86,057     973,121       963,553
Loss on disposal of subsidiaries                                    1,201,388      12,673,100           -   1,201,388    15,740,808
Loss on disposal of plant and equipment                                     -          12,002           -           -             -
Loss on sale of investments                                           214,413         689,095           -     169,516       689,095
Issue of shares in lieu of payment to suppliers &
employees                                                             829,872         127,500           -     829,872       127,500
Write off of unidentified assets                                            -          74,981           -           -        74,981
Write back amortized rent                                                   -        (335,937)          -           -      (335,937)
Change in assets and liabilities
(Increase) decrease in:
Deposits/rent payments                                                      -               -    (258,187)          -             -
Receivables                                                           483,331         149,460           -     330,113       256,150
(Decrease) increase in :
Trade creditors and accruals                                          614,903       1,465,699     (97,398)    906,948     1,130,048
                                                               ---------------------------------------------------------------------
Net cash provided (used) by operating activities                   (1,982,595)     (2,495,512) (1,788,810) (1,997,280)   (1,311,758)
                                                               ---------------------------------------------------------------------
</TABLE>

(e)Non-cash financing and investing activities

The company  settled a number of creditor  and  debentures  through the issue of
shares as detailed in Note15.


                                       27
<PAGE>




                            CITYVIEW ENERGY CORPORATION LIMITED

Notes to and Forming Part of the Financial Statements
for the financial year ended 31 December 1999

24.Related Party Disclosures

(a)Directors
The  following  persons held the position of director of the company  during the
financial period:
Mr Peter Mark Smyth (appointed 15 December 1995)
Mr Peter John Augustin Remta (appointed 6 May 1987)
Mr Lutfi Heyder (retired 30 December 1999)
Mr Leslie Robert Maurie Friday (appointed 30 December 1999)
Directors' remuneration is disclosed in note 4 of the financial statements.

(b)Directors and Directors' Interests
The directors  and director  related  entities  hold a relevant  interest in the
following shares in the company.

                          31 Dec 99                              31 Dec 98
                           Number                                 Number
Ordinary shares           442,545                                714,537
Options - unlisted        550,000                                100,000

(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 for
the  provision  of  management  services.  Fees paid during the period at normal
commercial rates were $180,000 (31 December 1998 $120,000).  These  transactions
have been reflected in the directors  remuneration  note.
(ii) Mr L Heyder  had  a  management contract with the company. Fees paid during
the year were $180,000

(d)Interests in Director-related entities

CityView sold its shares in Triton Resources and Sabre Resources of which Mr P J
A Remta was a  Director.  Apart from the  details  disclosed  in this  note,  no
director has entered into a material  contract with the company since the end of
the financial period and there were no material contracts  involving  director's
interests or payment upon termination subsisting at period end.

(e)Equity Interests in controlled entities

Details of the  percentage of ordinary  shares held in  controlled  entities are
disclosed in note 20 to the financial statements.











                                       28
<PAGE>



                       CITYVIEW ENERGY CORPORATION LIMITED

Notes to and Forming Part of the Financial Statements
for the financial year ended 31 December 1999

25.Commitments for Expenditure

The consolidated  entity's contractual  exploration and development  expenditure
commitments for Western Madura and Western  Simenggaris  have been taken over by
PT Medco for the years 2000 and 2001.  As such  CityView has no  obligations  in
regard to maintaining its interests.

                               Consolidated Entity               Parent Entity
                              31-Dec-99    31-Dec-98         31-Dec-99 31-Dec-98
                                  $            $                 $         $
No later than 1 year                  -   10,963,406                 -         -
Later than 1 year and
not later than 2 years                -   10,963,406                 -         -

Future commitments are
subject to annual review.

26.  Subsequent Events

(a)  19 January 2000,  Share Placement to London Partners  Australia Pty Ltd  to
     subscribe $3,613,500 for 7,300,000 shares of CityView at  a price of $0.495
     per share.  The funds were received on January 19, 2000.

(b)  20 January 2000,  CityView agreed to acquire by subscription an interest of
     10% in the e-commerce  company Sands  Solutions.com  Pty Ltd, an Australian
     leader in Business to Business (B2B) electronic commerce.

(c)  19 January 2000, Receipt of Notice of Conversion of US$100,000  Convertible
     Debenture  plus interest of  US$9,780.82  into 312,735  ordinary fully paid
     shares based on the conversion  formula of the Australian dollar equivalent
     of the average  five day  closing bid price on the NASDAQ  Small Cap Market
     ($0.7060) issued at a discount of 25%, equating to $0.5295 per share.

(d)  24 January 2000, Receipt of Notice of Conversion of US$300,000  Convertible
     Debenture  plus  interest of  US$29,391  into 808,255  ordinary  fully paid
     shares based on the conversion  formula of the Australian dollar equivalent
     of the average  five day  closing bid price on the NASDAQ  Small Cap Market
     ($0.8142) issued at a discount of 25%, equating to $0.6107 per share.

(e)  25 January 2000,  agreements  signed between  CityView 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 work programs  throughout  the years 2000 and 2001 for the  development
     and bringing  into  production  of the oil and gas fields  covered by these
     contracts. From 2002 onwards each party will contribute on a pro-rata basis
     in accordance with their interests - Medco 75% and CityView 25%.






                                       29
<PAGE>




                       CITYVIEW ENERGY CORPORATION LIMITED

Notes to and Forming Part of the Financial Statements
for the financial year ended 31 December 1999


27.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 disclosed in note 1 to the
financial statements.

(b) Interest Rate Risk
<TABLE>
<CAPTION>

                                                                     FIXED INTEREST
                                 Average      Variable      Less than   1 to 5     More than    Non-Interest        Total
                                Interest      Interest       1 Year     Years       5 years        Bearing
            1999                 rate %      rate $'000       $'000      $'000       $'000          $'000           $'000
Financial Assets
<S>                                                                                                <C>             <C>
Cash                                                                                               11,679          11,679
Trade receivables                                                                                   4,115           4,115

Financial Liabilities
Trade payables                                                                                  1,419,561       1,419,561
Shareholder loan
Debentures                         6 %        668,610                                                             668,610
Other Borrowings

                                                                     FIXED INTEREST
                                 Average      Variable      Less than   1 to 5     More than    Non-Interest        Total
                                Interest      Interest       1 Year     Years       5 years        Bearing
            1998                 rate %      rate $'000       $'000      $'000       $'000          $'000           $'000
Financial Assets
Cash                                                                                                1,503           1,503
Trade receivables                                                                                 487,446         487,446

Financial Liabilities
Trade payables                                                                                    804,658         804,658
Shareholder loan
Debentures                         6 %       1,687,132                                                          1,687,132
Other Borrowings

</TABLE>

(c) Credit Risk

Credit  risk  refers  to  the  risk  that a  counterparty  will  default  on its
contractual  obligations resulting in financial loss to the consolidated entity.
The  consolidated  entity has  adopted  the policy of only  dealing  with credit
worthy  counterparties  and obtaining  sufficient  collateral or other  security
where  appropriate,  as a means of  mitigating  the risk of  financial  loss for
defaults. The consolidated entity measures credit risk on fair value basis.

The  consolidated  entity does not have any significant  credit risk exposure to
any  single   counterparty  or  any  group  of  counterparties   having  similar
characteristics.

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

(d) Currencies hedges

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 financial  assets and financial  liabilities  recorded in
the financial statements represents their respective net fair values, determined
in accordance with the accounting  policies disclosed in note 1 to the financial
statements.

                                       30
<PAGE>





                            CITYVIEW ENERGY CORPORATION LIMITED

Notes to and Forming Part of the Financial Statements
for the financial year ended 31 December 1999



28.Contingent Liabilities
(i)The parent entity, CityView has agreed to provide financial support to enable
its  subsidiaries  to meet  their  debts as and when they fall due over the next
twelve months.

(ii)The Company has assets in Indonesia. Some of the interests in Indonesia  are
by way of contracts with the Government of the Republic of Indonesia,  and other
Indonesian entities.  These contracts are subject to controls and regulations by
contracting  parties by the Government of Indonesia.  These factors, in addition
to the usual  exploration  and  production  risk and the economic and  political
stability of Indonesia must all be taken into account.

(iii)As  the  Company  is  in  the  process  of winding  down its  interests  in
Indonesia there is potential for contingent  liabilities to arise principally
wages, taxes,severance payments and rents under non-cancellable lease agreement.
The directors have included  in the financial  statements all such  liabilities,
however it is possible that additional liabilities may arise which have not been
accounted for.After considering the financial position of the subsidiaries,  the
company has written down  its  assets  as  appropriate  and raised an additional
provision for A$400,000.

(iv)In  June  1998  CityView  Energy  Corporation  Limited   entered   into   an
agreement with Consolidated  Securities SA (Consolidated) by which  Consolidated
agreed to provide CityView with various consulting services, and CityView agreed
to pay fees,  commissions and expenses to Consolidated.  In June 1999 a writ was
issued  by  Consolidated   against  CityView   claiming  the  Australian  dollar
equivalent of UK 78,795.62 Pounds under the agreement. CityView is defending the
writ, but the outcome of the proceedings cannot be predicted at this stage.

29.Financial Statement Restatement

The accompanying  financial statements for the year ended December 31, 1999 have
been  restated  to  properly  record the debt  settlement  with MMC as a capital
transaction.

The effect of such restatement on the Company's financial statements is as
follows:

                                      As                                  As
                                   Reported       Adjustment           Restated
                                      A$              A$                  A$
                                 -----------    --------------     -------------
Profit & Loss Statment
Net Loss                          (539,657)      (10,555,450)       (11,095,107)
Net Loss per common share             (.03)             (.67)              (.70)



                                       31
<PAGE>


30.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) Joint Venture Accounting

Australian  GAAP  requires  joint  venture  interests  to be included  under the
proportionate method and details of the assets, liabilities, and contribution to
net profit/loss included are shown in Note 24 to the financial statements. These
joint ventures allow the company a share of the assets, liabilities, expenditure
and output of the joint ventures.  It does not give  participants a share of any
income of the joint  venture,  as each  participant  is given  the  output  (for
example gold bullion in gold mining joint  venture) and will realise this output
as part of their own  operations.  If the cost  method as  detailed in APB 18 is
adopted,  income is only  recognised  to the extent of  dividends  received  and
proportionate operating losses are not recognised.  As the joint ventures do not
have any income,  the application of the cost method will result in those assets
and  liabilities  being  eliminated  and  replaced  by a single line item called
Investment  in Joint  Venture  $A-($US$-)  at 31 December  1999 and  $A1,491,837
(US$915,855)  at 31 December 1998. The would not affect net profit or net equity
of the company as the value of the  investment  would be reduced to the value of
the net assets of the joint venture.  Consequently  no adjustment is required in
the reconciliation statements.

(b) Marketable Securities

As stated in Note 1,  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  which  would be  classified  as  "Available  for Sale" under US GAAP.
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 recognised
as impairments and recorded in the profit and loss account. Realised profits and
losses are reversed and adjusted to the profit and loss account.



                                       32
<PAGE>

(c) Investments in Associated Companies

As stated in Note 1,  investments  in associated  companies are recorded at cost
with additional equity accounting information begin disclosed by way of note. US
GAAP requires  investments in associated companies to be accounted for using the
equity  method of  accounting.  Adjustment  in the value of the  investment  are
recorded  in the  profit  and loss  account.  In  accordance  with US  GAAP,  an
adjustment in the value of the investment and advances to the associated  entity
has been  made in  accordance  with the  equity  method of  accounting.  Medical
Development Finance Limited ("MDFL") has significant accumulated losses as at 31
December  1998,  and the value of the  investment  and advances had been written
down in accordance with the equity method of accounting to reflect those losses.

(d) Capitalised Exploration Expenditure

As  stated  in  Note  1  to  the  financial  statements, exploration expenditure
incurred by CityView, directly or  through  it's  joint  venture  interest,  are
capitalised 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.

(e) 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.

(f) 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.



                                       33
<PAGE>



(g) Principles of Consolidation

As indicated in Note 1(b) 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 the 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. This difference in accounting policies has
been recognised,  however,  no adjustment has been made based on the information
disclosed  in Note 17 to the  financial  statements.  This  note  discloses  the
ownership  interest  of  CityView  in  each of the  entities  its  controls  for
Australian GAAP purposes.  As the ownership  interest is greater then 50% in all
cases (representing ownership and actual control), no reconciling  Australian/US
GAAP adjustments are required.

(h) As  indicated  in  Note  1(c) to the  financial  statements,  the  company's
accounting  policy in respect of  amortisation  of carried  forward  exploration
expenditure is calculated based on the economically  recoverable proven reserves
of the company.  US GAAP requires the amortisation 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 1998 and 31 December 1999 and therefore
no reconciliation adjustment is required.

(i) 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 June 1998,  the Financial  Accounting  Standards  Board issued SFAS No. 133 -
"Accounting  for  Derivative   Instruments  and  Hedging  Activities"  which  is
effective  for  fiscal   quarters   beginning  June  15,  1999.  This  statement
establishes  accounting  and  reporting  standards for  derivative  instruments,
including certain derivative instruments embedded in other contracts for hedging
activities.  It requires  that an entity  recognise  all  derivatives  as either
assets or liabilities in the balance sheet and measure those instruments at fair
value. This statement amends SFAS No. 52 - "Foreign Currency  Translation",  and
supersedes  SFAS  No.  80  -  "Accounting  for  Future  Contracts",  No.  105  -
"Disclosure of Information  about Financial  Instruments with  Off-Balance-Sheet
Risk and Financial  Instruments  with  Concentration  of Credit Risk", No. 107 -
"Disclosure about Fair Value of Financial Instruments". The Company adopted SFAS
No.  133 in  fiscal  2000.  As the  Company  has no  derivative  instruments  no
reconciliation adjustment is required.



                                       34
<PAGE>

(j) 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:

                                31-Dec-99  31-Dec-99    31-Dec-98    31-Dec-97
                                   US$        A$           A$           A$

Net Profit(Loss) after
Income Tax attributable
to members of the parent
company    - As reported     (7,133,044)  (11,095,107) (20,362,087) (2,382,196)
           - Pro forma       (7,223,050)  (11,235,107) (20,362,087) (2,382,196)

Basic earnings per share
           - As reported           (.45)        (0.70)       (1.53)       00.0
           - Pro forma             (.45)        (0.71)       (1.53)       00.0

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, 1999:  no dividends
will be paid, expected  volatility  of 50.0% risk-free interest  rate  of 5% and
expected lives of 1 year.


Reconciliation Adjustments

The  following  reconciliations  show  the  effect  on  net  profit/loss for the
financial periods ended December 31, 1999, 1998 and 1997 using the US GAAP basis
of accounting for the matters outlined in items (a) to (i) above.
<TABLE>
<CAPTION>


                                  Note    31-Dec-99        31-Dec-99      31-Dec-98      31-Dec-97
                                             US$              A$             A$             A$


Reconciliation adjustments:
<S>                                      <C>              <C>             <C>             <C>
Net income after tax in accordance
    with Australian GAAP                 (7,133,044)      (11,095,107)   (20,362,087)   (2,382,196)

Reconciliation adjustments

   Transfer realized temporary
   share portfolio losses from
   shareholder's equity (reserve) (d)(1) (1,116,145)       (1,734,895)             -     1,045,800

   Exploration expenditure
   written-off as incurred                3,078,062         4,786,387      8,173,185   (17,710,985)

   Adjustment to amortize
   goodwill on acquisition
   (capitalized in accordance
   with US GAAP) over a period
   of four years from the date
   of acquisition                 (f)              -                -               -     (275,825)

   Stock based compensation cost  (j)              -                -               -    (1,650,000)
                                       ------------------------------------------------------------------
Net income after tax in
accordance with US GAAP                   (5,171,127)      (8,043,615)    (12,188,902)  (20,973,206)
                                       ==================================================================
Earnings (loss) per share
from Continuing Operations
in accordance with US GAAP                     (.30)             (.51)           (.92)        (1.84)
(in cents)

(1) Represents the realized loss on the sale of Triton Investment.
</TABLE>
                                       35
<PAGE>

The  following  reconciliations  show the effect on shareholder's equity for the
financial periods ended  December 31, 1999, 1998 and 1997 using   the   US  GAAP
basis  of accounting for the matters outlined in items (a) to (i) above.
<TABLE>
<CAPTION>


                                  Note    31-Dec-99        31-Dec-99      31-Dec-98      31-Dec-97
                                             US$              A$             A$             A$


Reconciliation adjustments:
<S>                                      <C>              <C>             <C>             <C>
Shareholder's equity attributable
    to member of the chief entity
    in accordance with Australian GAAP   3,531,366          5,491,274     (2,803,225)    16,150,035

Reconciliation adjustments:

   Exploration expenditure
   written-off as incurred        (d)   (4,786,367)        (7,442,800)   (12,510,473)   (19,635,736)
                                       ------------------------------------------------------------------
Total shareholder's equity
in accordance with US GAAP               1,255,001         (1,951,526)   (15,313,698)    (3,485,701)
                                       ==================================================================

</TABLE>



                                       36

<PAGE>