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

                                    FORM 20-F




      REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE
      SECURITIES EXCHANGE ACT OF 1934
OR
X     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
      For the calendar year ended December 31, 2003
OR
      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the transition period from _________________ to ________________



Commission file number

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


--------------------------------------------------------------------------------
                 (Translation of Registrant's name into English)

                          Western Australia, Australia
--------------------------------------------------------------------------------
                 (Jurisdiction of incorporation or organization)

             Level 9, 28 The Esplanade, Perth Western Australia 6000
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


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

                                      None

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

                                Ordinary Shares

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.

                                      None



<PAGE>





Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report. 70,161,616 ordinary shares as of December 31, 2003.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                                               X Yes   No


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


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

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.


  Yes   No        Not applicable

                                       2
<PAGE>




PART I

ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Providing information called for in Item 1 is not required for filing a Form
20-F as an Annual Report under the Exchange Act. Nevertheless, the Company is
providing its "Corporate Directory" updated from as it appeared in the Annual
Report for the year ended December 31, 2003 as filed with Australian Stock
Exchange Limited on March 25, 2004.

Directors
Yusufali M Jumabhoy        Chairman                  Resigned March 5, 2004
A I Saddique               Chairman
Ee Beng Yew                Chief Executive
Goh Yong Kheng             Director
Md Nazri Ramli             Director
Thinagaran                 Director
John F Arbouw              Director

Company Secretary
John F Arbouw

Registered Office
1st Floor
17 Ord Street, West Perth, Western Australia    6005

Principal Place of Business
Level 9,
28 The Esplanade
Perth         Western Australia   6000
Telephone:        (61-8) 9226 4788
Facsimile:        (61-8) 9266 4799
Email:            info@cityviewcorp.com
Web:              www.cityviewcorp.com

Auditor -
BDO Chartered Accountants
256 St George's Terrace
Perth   Western Australia   6000


Australian Share Registry
Computershare Investor Services Pty Limited
Level 2, 45 St George's Terrace
Perth Western Australia 6000
Telephone:      (61-8) 9323 2000
Facsimile:        (61-8) 9323 2033

USA Share Registry
Computershare Trust Company, Inc.
350 Indiana Street, Suite 800
Golden, Colorado 80401
Telephone:  (303) 262 0600
Facsimile:  (303) 262 0700

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

Attorney - USA
Gary B. Wolff, P C
805 Third Avenue
New York, New York 10022

                                       3

<PAGE>

ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable

ITEM 3.  KEY INFORMATION

A.       Selected Consolidated Financial Data
The selected historical data presented below has been derived from the financial
statements of the Company, which have been examined by Feldman Sherb and Co.,
P.C. (hereinafter "Feldman") in their report for the years ended December 31,
2002, 2001, 2000, 1999, and 1998 and by Sherb & Co., LLP (hereinafter "Sherb")
and BDO Chartered Accountants ("BDO") for year ended December 31, 2003. With
respect to Sherb, be advised that Feldman, a professional corporation of
certified public accountants was the independent accounting firm for the Company
for the years indicated above. The report of Feldman on the 2001 financial
statements of Registrant contained no adverse opinion, disclaimer of opinion or
modification of the opinion.

Feldman was merged into Grassi & Co., CPA's, P.C., ("Grassi") and the principal
accountants who had been responsible for the Company's audit during the years
indicated above, left and started their own firm called Sherb & Co., LLP
("Sherb"). As a result the Company dismissed Grassi and selected Sherb to serve
as independent public accountants for the calendar year 2002.

During the two most recent calendar years the Company has not consulted with
Sherb regarding the application of accounting principles to a specific or
contemplated transaction. Neither the Company nor anyone on its behalf consulted
with Sherb regarding the type of audit opinion that might be rendered on the
Company's financial statements or any matter that was the subject of a
disagreement or event as defined at Item 304(a)(2) of Regulation S-B.

The decision to change Auditors was recommended and approved by the board of
directors of the Company on 17 April 2000. During the period from January 1,
1998 to the date of change of auditors and through the date of this report,
there were no disagreements with Feldman or Sherb 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 Feldman
or Sherb would have caused it to make reference to the subject matter of the
disagreements in connection with its reports on the Company's financial
statements as described on Item 304(a)(1)(iv)(A). In addition, there were no
such events as described under Item 304(a)(1)(iv)(B) of Regulation S-B during
such periods.

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

The following table summarizes certain financial information and should be read
in conjunction with "Item 5 - Operating and Financial Review and Prospects." The
Company has not declared a dividend during each of the years ended December 31,
1998 through 2003 inclusive. There were significant fluctuations in revenues and
net income (loss) between the years stated in the table below. For the reasons
set forth herein the information shown below may not be indicative of the
Company's future results of operation.

In February 2004,the Board of Directors of the Company approved the
recommendation that BDO Australia would oversee the annual Audit both in
Australia and in the United States.

Sherb and Co will continue to Edgarize the Company's monthly Forms 6K and annual
Form 20-F reports.

                                       4
<PAGE>




Statement of Loss and Accumulated Deficit Data:

                                      Year Ended      Year Ended    Year Ended
                                      ----------      ----------    ----------
                                     December 31,    December 31,  December 31,
                                     ------------    ------------  ------------
                                        2001            2002          2003
                                        ----            ----          ----
Amounts in Accordance
with Australian GAAP                    AUD$            AUD$          AUD$
Income Statement Data:

Operating revenues                        -               -
Loss from continuing
operations 1                        (4,165,287)     (9,303,440)    (1,076,003)
Per Ordinary Share
(dollars) 2                               (.08)           (.14)          (.02)

Balance Sheet Data:

Total Assets                        15,857,736       9,483,216      8,625,142

Shareholders' equity                15,749,381       9,385,941      8,309,938
Amounts in Accordance
with US GAAP


Income Statement Data:

Operating Revenues                        -               -

Loss from continuing
operations                          (4,374,487)     (4,683,438)     1,585,390
Per Ordinary Share
(dollars) 2                               (.08)           (.07)         (.026)

Balance Sheet Data:

Total Assets                         3,794,934       2,040,416        672,955

Shareholders' equity                 3,686,579       1,943,141        357,751

1        Net income (loss) consists of operating profit (loss) after income tax
attributable to members of the parent entity.

2        Per share data has been  retroactively  restated to reflect the effects
of a 1 for 5 reverse stock split  effective  April 14, 1997.





                                       5
<PAGE>




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

A.       5 Most Recent Financial Years

           Period                     High       Low    Period-End   Average (1)
  -------------------------------   ---------- -------- ---------- -----------
  -------------------------------   ---------- -------- ---------- -----------
  12 months to December 31, 1999     0.6569     0.62.40    0.6500     0.6429
  -------------------------------   ---------- --------- ---------- -----------
  12 months to December 31, 2000     0.6685     0.5073     0.5599     0.5828
  -------------------------------   ---------- --------- ---------- -----------
  12 months to December 31, 2001     0.5727     0.4773     0.5115     0.5182
  ------------------------------- ------------ --------- ---------- -----------
  12 months to December 31, 2002     0.6259     0.5049     0.5612     0.5424

  12 months to December 31, 2003     0.7493     0.5588     0.7495     0.6525

B.     Previous 6 Months

November 1 to November 30, 2003      0.7264     0.6946     0.7247     0.7162
October 1 to October 31, 2003        0.7105     0.6751     0.7044     0.6926
September 1 to September 30, 2003    0.6834     0.6345     0.6776     0.6624
August 1 to August 31, 2003          0.6622     0.6350     0.6477     0.6524
July 1 to July 31, 2003              0.6845     0.6436     0.6531     0.6629
June 1 to June 30, 2003              0.6735     0.6478     0.6671     0.6643

C.     Latest Practicable Date
  At June 16, 2004 the Australian dollar expressed in US dollars per AUD$1.00
was $ 0.6984.

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

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

As of May 31, 2004 the Company had 958 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.

                                       6
<PAGE>

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 and the most recent quarter ended March 31, 2004.

--------------   -----   ----   -----   -----   -----------
Quarter Ending   High    High   Low     Low       Volume in
                 AUD $   US $   AUD $   US $         000's
--------------   -----   -----  -----   -----   -----------
--------------   -----   -----  -----   -----   -----------
March 31, 2001   1.14    0.64   0.35    0.18        16,864
--------------   -----   -----  -----   -----   -----------
--------------   -----   -----  -----   -----   -----------
June 30, 2001    0.57    0.30   0.33    0.15        15,892
--------------   -----   -----  -----   -----   -----------
--------------   -----   -----  -----   -----   -----------
September 2001   0.39    0.18   0.20    0.10         8,257
--------------   -----   -----  -----   -----   -----------
--------------   -----   -----  -----   -----   -----------
December 2001    0.27    0.13   0.15    0.07         9,455
--------------   -----   -----  -----   -----   -----------
--------------   -----   -----  -----   -----   -----------
March 2002       0.29    0.16   0.165   0.077       12,780
--------------   -----   -----  -----   -----   -----------
--------------   -----   -----  -----   -----   -----------
June 30, 2002    0.285   0.17   0.145   0.08     8,614,416
--------------   -----   -----  -----   -----   -----------
--------------   -----   -----  -----   -----   -----------
September 2002   0.165   0.08   0.13    0.063    3,945,745
--------------   -----   -----  -----   -----   -----------
--------------   -----   -----  -----   -----   -----------
December 2002    0.265   0.135  0.12    0.05     9,436,897
--------------   -----   -----  -----   -----   -----------
--------------   -----   -----  -----   -----   -----------
March 31, 2003   0.22    0.12   0.15    0.08     4,489,765
--------------   -----   -----  -----   -----   -----------
--------------   -----   -----  -----   -----   -----------
June 2003        0.145   0.080  0.090   0.055    2,229,062
--------------   -----   -----  -----   -----   -----------
--------------   -----   -----  -----   -----   -----------
September 2003   0.125   0.065  0.092   0.05     2,845,066
--------------   -----   -----  -----   -----   -----------
--------------   -----   -----  -----   -----   -----------
December 2003    0.12    0.075  0.071   0.04     4,294,403
--------------   -----   -----  -----   -----   -----------
--------------   -----   -----  -----   -----   -----------
March 2004       0.125   0.11   0.07    0.04     3,766,237
--------------   -----   -----  -----   -----   -----------


ITEM 3 A (i)      COMPANY AUDITORS
BDO Chartered Accountants (through their office in Perth, Western Australia) is
the Company's independent auditor in all jurisdictions.

B.       Capitalization And Indebtedness
Not applicable

C.       Reasons For The Offer And Use Of Proceeds
Not applicable

D.       Risk Factors
Risks In Respect Of The Company's Energy Portfolio
The future profitability, and viability of operations and activities in the
Company's energy portfolio will depend on a number of risks including but not
limited to the following:

1.       Commodity prices and in particular the price of oil and gas;

2.       Currency exchange rate fluctuations;

3.       The strength of the equity markets at the time of any capital raising
         by the Company;

4.       Judicial decisions and legislative amendments;

5.       Environmental management issues with which the Company may from time to
         time have to comply;

6.       General economic conditions in Australia and southeast Asian countries
         and their major trading partners and in particular inflation rates,
         commodity supply and demand factors and industrial disruption;

7.       Risks inherent in exploration including, amongst other things,
         successful exploration, identification, development and exploitation of
         use of resources and reserves, and competent management; and

8.       Political stability of south East Asian countries.

                                       7

<PAGE>

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

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

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

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

Under the terms of the agreements between CityView and Sands Solutions, CityView
were entitled to have all moneys repaid to it on July 1, 2003 or to convert its
loan into equity in Sands Solutions on a formula based on an independent
valuation to be undertaken prior to the repayment date.

In October 2002, CityView's new directors received information that Sands
Solutions were in financial difficulties and that this asset, carried in
CityView's accounts at $3 million, may not be recoverable in full. The current
board of directors immediately crystallized their floating charge over all of
Sands' assets and undertaking.

On November 25, 2002, Sands Solutions appointed an administrator. The Board of
CityView took immediate steps to protect CityView's rights and applied to the
Supreme Court of Western Australia to appoint a Receiver over Sands Solutions'
assets and undertaking. On December 5, 2002, CityView obtained an order from the
Supreme Court of Western Australia appointing Mervyn Jonathan Kitay of Grant
Thornton as Receiver and Manager of Sands Solutions Group Pty Ltd.

The Receiver and Manager is in the process of realising the assets and
undertaking of Sands Solutions and the Board will know in due course as to how
much, if any, of the loan is recoverable. Pending the outcome of the realisation
of the said assets, the Board of Directors have decided that provision should be
made in CityView's accounts for this loan.

In light of the above matters, the Board instructed Grant Thornton to carry out
a review of Sands Solution's financial accounts, to scrutinise all significant
transactions of Sands Solutions for the past 3 years and advise if the same were
in order. In the event that the review reveals any discrepancies in the
financial accounts or in any significant transaction, the Board resolved to put
the results of the review in the hands of its solicitors and obtain professional
advice on the matter. The Board views this entire matter with deep concern and
intends to pursue all and any remedies that CityView may have.

The Board views this entire matter with deep concern and intends to pursue all
and any remedies that CityView may have, whether against Sands Solutions or any
other person, to recover any loss that it has suffered in this matter. In this
regard, CityView instructed and received legal advice from Allens Arthur
Robinson, a leading Australian law firm, and pursuant to the said legal advice,
the Board instructed Allens Arthur Robinson to carry out further enquiries into
the circumstances of the loan which may include a public examination of the
relevant persons involved in the matter.

The Board will ensure that the full circumstances of the loan are closely
scrutinised to ensure that there was no impropriety or breach of duty by any
person or party owing a duty to CityView.

See also Item 4, Information on the Company - B2B E - Commerce Investment for
information relating to Primeorder AG which involved Sands Solutions.

                                       8
<PAGE>



Item 4.     Information on the Company
A.       History And Development Of The Company
The term "Company" refers to CityView Corporation Limited, a corporation
organized under the laws of Western Australia on May 3, 1987, and its wholly
owned subsidiary CityView Asia Pty Ltd. During 2000 the Company deregistered
five of the Company's subsidiary companies, as these companies were inactive and
superfluous to the Company's requirements. The names of these companies were:
Western Akar Petroleum Pty Ltd; Western Wisesa Petroleum Pty Ltd; Western
Nusantara Energi Pty Ltd; Western Resources NL; and Western Sangkimah NL.
Another two of the Company's former subsidiaries (Western Madura Pty Ltd and
Western Simenggaris Petroleum Pty Ltd) are no longer subsidiaries of the Company
as these companies are now controlled by Pt Medco Energi Corporation which now
owns 75% of the shares in each of these companies.

The Company publishes its consolidated financial statements expressed in
Australian dollars. In this document, references to "US dollars" or "US$" are to
the currency of the United States of America and references to "Australian
Dollars" or "AUD$" are to currency of Australia. Solely for convenience, Form
20-F contains translations of certain Australian dollar amounts into US dollars
at specified rates. These translations should not be construed as
representations that the Australian dollar amounts actually represent such US
dollar amounts or could have been or could be converted into US dollars at the
rates indicated or any other rates. For information regarding rates of exchange
between Australian dollars and US dollars from 1999 to the present, see "Item
3A. Selected Financial Data - Exchange Rates."

The Company is subject to the information requirements of the Securities
Exchange Act of '34, as amended. According, we file monthly Forms 6-K and Annual
Form 20-F with the SEC. You may read and copy any document we file at the SEC's
public reference room at 450 Fifth Street, N. W., Washington, D.C. 20549. You
should call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings will also be available to the public at the
SEC's web site at "http:/www.sec.gov."

The current financial period is for the twelve months ended December 31, 2003.
References in this document to a particular prior year are to the calendar year
unless otherwise indicated. The Company produces annual reports containing
audited consolidated financial statements and an opinion thereon by the
Company's independent public accountants. Such financial statements have been
audited in accordance with Australian Standards ("AIS"). The Company also
produces quarterly reports as required by Australian Stock Exchange Limited,
which contain selected financial information, and notices to shareholders of the
Company. The Company also produces financial statements prepared in accordance
with Australian Accounting Principles ("AAP"), which are required to be
furnished to shareholders under Australian law. AAP may vary in certain respects
from Generally Accepted Accounting Principles in the United States ("US GAAP").
A reconciliation between Australian and US GAAP for the financial periods ended
December 2003, 2002 and 2001 are disclosed in footnote (25) to the financial
statements contained herein.

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

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

Australian Stock Exchange Limited imposes listing rules on all listed companies,
including the Company. The listing rules cover such issues as immediate
notification to the market of relevant information, periodic financial reporting
and the prior approval of shareholder reports by the Australian Stock Exchange
Limited. The Company believes that it is in compliance with the foregoing
Australian laws and regulations.


                                       9
<PAGE>
B        Business Overview

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

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

o        All oil and natural gas exploitation in Indonesia is the responsibility
         of Perusahaan Pertambangan Minyak dan Gas Bumi Negara ("Pertamina"), an
         enterprise established under the Law of the Republic of Indonesia
         Number 8 Year 1971.

o        Pertamina may co-operate with other parties by way of a "Production
         Sharing Contract," (hereinafter "PSC"), the form and terms of which are
         established by government regulations.

o        While terms have altered marginally since the PSC was first introduced,
         usually the objective of the change has been to improve the terms in an
         attempt to attract further foreign investment in Indonesia.

o        The PSC format has proved a stable and reliable contract for
         international investment.

o        The Company is involved in two PSCs with Pertamina located onshore
         Madura Island and Onshore North East Kalimantan and the PSCs are held
         by Medco Madura Pty Ltd and Medco Simenggaris Pty Ltd respectively
         (collectively hereinafter called "Madura and Simenggaris").

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

o        Fluctuations in the world market price of oil and gas;

o        Fluctuations in the value of the Indonesian rupiah against the US
         dollar;

o        Abnormal interruptions in oil and gas production or delivery resulting
         from war, political disturbance, civil unrest or industrial disruption;

o        Changes in government regulations or the relevant fiscal regime.

o        Unforeseen adverse geological conditions;

o        Unavailability or excessive costs of industry service support, caused
         by any of the above.

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

Selection Of Target Areas For Acquisition
The criteria for assessing oil and gas opportunities in Indonesia includes
consideration of the following:

o Review of geological and geophysical information available from Pertamina and
other sources.

o        Assessing proximity of the oil and/or gas prospect to a means of
         transporting the production to market. The foregoing component of
         production costs can significantly affect the economics of a project.

o        Assessing access to support services such as engineering, rig services
         and service contractors. Costs for mobilization and demobilization of
         such services are an important consideration.

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

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

o        Conducting commercial analysis to establish the ability of a particular
         project to achieve adequate rate of return on investment.

Evaluation Techniques
Experienced geologists and geophysicists are engaged as contractors to employ
the technologies of investigation in assessing hydrocarbon prospects. These
include reprocessing and reinterpretation of existing seismic data. Afterwards

                                       10

<PAGE>

the data in its original interpreted form can be enhanced to enable more
accurate mapping of the structure. The technology available for seismic
acquisition and processing is continually being improved. Interpretation tools
such as computer mapping and modelling packages enable greater amounts of data
to be processed and superior interpretations to be made. Madura and Simenggaris
utilize both the data directly relating to the field being investigated, along
with regional data to compile as complete an understanding, as the available
data will allow.

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

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

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

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

Gas is sold direct to consumers at prices determined by Pertamina. As the price
continually fluctuates, it is not possible to quote an accurate figure. The
report by Gaffney Cline dated February 16, 2004 and announced by the Company
quoted gas prices at US dollars 2.35mmbtu .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.

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

Government incentives for PSC-JOBs include

o        After tax split for oil, new incentive 35% Contractor Equity, from a
         previous range of 15% to 25%. This in effect means that the Contractor
         can receive a larger portion of the total production from any field,
         after the deduction of Operating Costs. Allowing for a tax rate of 44%,
         the Contractor is entitled under this legislation, to 62.5% of
         remaining production after recovery of Operating Costs pre tax, as
         opposed to the previous entitlement of 26.7857% to 44.6428% pre tax.

o        After tax split for gas 40% for Contractor, from 35% previously.
         Similar to the above, the Contractor is entitled to 71.426% of the
         production, after deducting Operating Costs, as opposed to 62.5%
         previously.

o        Domestic market oil fee increased from 15% of crude price to 25% of
         crude price. Under the terms of all TACs and PSCs, the Contractor is
         required to sell and deliver to Pertamina a portion of the share of the
         Crude Oil to which the Contractor is entitled, at the Domestic Market
         Oil Fee, which is a set percentage of the price realized by the
         Contractor for all other production from the Contract Area. Under the
         previous regulations, the Contractor received only 15% of such price,
         whereas under the new legislation, the Contractor receives 25% of the
         realized price. The net result is that the Contractor is receiving an
         additional 10% of the Crude Oil price for that portion of Crude Oil,
         which it is obligated to sell and deliver to Pertamina to fulfil the
         Contractor's obligation towards the supply of the domestic market in
         Indonesia.

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


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

Energy Portfolio

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

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

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

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

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

Regional Setting
There is an E-W terrain running across the block that underwent inversion in the
Plio-Pleistocene. Within that band, a number of structures have been identified
due to the inversion at fairly shallow levels. These relatively shallow features
were the principal target for the Medco Madura Pty Ltd program. PT Medco Energi
Corporation TBK ("Medco" "Operator")) free carried CityView throughout the work
program. The first well drilled by Medco was Sebaya-1 into a large faulted
anticlinal feature underlying the old Kertegeneh field discovered in 1900. Medco
spudded (i.e., commenced drilling and entered) Sebaya-1 on September 20, 2001.

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

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

A zone that had encountered oil and gas shows from 4527-4570 during drilling was
production tested to determine the pressure, fluid content and potential
production rates of the formation. This production test was within 1ft of a loss
circulation zone. The zone was perforated from 4528-4548 feet. There was
insufficient pressure and no flow rate was established. The Operator had elected
to return to the Sebaya Well with a 5,000-PSI BOP and as such decided to re-test
this zone with the others after drilling the Karasan Well.

Madura Block - Madura Island, Indonesia: Karasan #1
Karasan #1 was spud in on January 12, 2002 and was drilled to a depth of 4300
feet. One zone was identified for testing. This zone was tested and initially
flowed gas. However, the flow rate was constricted allowing only marginal gas
build up during well shut-in, which quickly bled to zero once the well was
flowed. Acid injection was used to try to remove the formation restriction;
which was successful in the short term however the well stopped flowing again.
Medco believed that chalk migration may have been a contributory factor for
possible plugging of the formation.

As only one zone had been identified in the well and as test results were poor,
it was believed that even with stimulation the zone may not prove to be
commercial. The well was plugged and abandoned.

Medco performed an analysis of the data and issued a well final report
concluding that the zone was not commercial.

Madura Block - Madura Island, Indonesia: Sebaya #1
Sebaya #1 was re-entered on April 10, 2002. The cement plug retaining the well
was drilled out and a 4 1/2-inch liner was set and cemented ready for testing.
The cementing of the 4 1/2-inch liner was poor due to the high influx of gas
while cementing. Delays were encountered due to a leak in the 4 1/2-inch hanger
caused by gas channelling during cementing. The mud weight was increased in
order to control the channel leak through the hanger. Shortly after a plug was
set an injection test was performed. The well started to encounter loss
circulation. It was determined that a second leak had occurred in the previous
cement squeezed second zone due to fracturing of the cement retainer. Mud was
used to control the gas influx from the 4 1/2-inch hanger, however the heavy
weight mud was lost through the fractured second zone, which resulted in
continued high-pressure gas influx from the 4 1/2-inch hanger. Considerable time
was lost due to the difficulty in balancing these two problems at the same time.

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The problem was finally resolved with the constant addition of LCM (loss
circulation material) to the mud until such time that losses stabilised through
the second zone. The second zone was then immediately squeezed allowing the
operation to continue.

Once the problems were overcome the first zone of the well was perforated. The
well immediately flowed gas and condensate. The gas and condensate rates changed
considerably during the test and it was believed that some degree of blockage
was present at the casing perforation due to plugging by loose shale. The final
results for the zone showed a flow rate through a 16-inch choke of 76.24 bpd
condensate, 51.3 API, and 0.670 MMSCF/D gas. The Operator re-mapped the
structure in order to determine the possible reservoir reserves based on the
data obtained from drilling the well and test results. The well was suspended in
consideration of delineation well and the possibility of production from the
Sebaya well at a later date, should the structure be determined to be of
commercial value.

The second, third and fourth zones did not flow. The second zone was within one
foot of the loss circulation zone. It was believed at the time that a wash out
of the formation occurred in the zone while heavy losses were being encountered.

Madura Block - Madura Island, Indonesia: Tambuku #1
Medco originally advised that Tembuku#-1 would be drilled back to back with
the Telaga well and that the spud-in date was estimated for early November 2002,
however this was brought forward and spud in was at midnight October 21, 2002.
The target depth was programmed for 10,416 feet.

At 5616 feet the rig took a gas kick and there was a gas flare 5 metres in
length. In order to contain the gas influx, mud weight was increased. At the
time the bit nozzles became plugged and the rig was unable to circulate the mud.
The operator decided to collide (cut) the drill pipe to regain circulation due
to well control safety requirements. The bottom hole assembly was then left in
the hole and the well was side tracked.

At 5380 feet of the sidetracking operation, the well encountered a gas influx
and the mud was 1% oil cut. In the previous well (ie. before the sidetrack),
Medco advised that the condensate produced may have been a result of gas
condensing over a long shut in period, however in the new sidetracked well bore,
the formation appeared to be actually producing both gas and light
oil/condensate. Log data for zone 5614 to 5622 feet, suggested gas and light
oil/condensate with 15% porosity.

At 6890 feet, background gas ranged from 300-400 units. Medco continued to
analyse the log data and advised that it anticipated to test three zones and
possibly a fourth with each test zone expected to take approximately ten days.
On January 14, 2003 DST 1 was perforated. No flow was established and an
injectivity test confirmed the perforating guns had misfired.

DST 1 was re-perforated on January 17, 2003. Due to poor flow rates the zone was
stimulated with acid. The surface pressure increased to above 1000 psi and gas
flow rates were in excess of 1 MMCFD. During the test the surface pressure
dropped consistently although gas flow rates declined at a lesser rate. It was
determined that the zone would require a comprehensive acid stimulation prior to
re-testing.

At the time the Operator received conformation from the authorities that the
exploration period for the concession would be extended a further year. With the
pressure of time restraints removed the Operator decided that it would be in a
position to return to the Tambuku Well for full acid stimulation and re-testing
of this zone.

DST 2 was perforated to establish if the zone was able to flow by itself or
would also require acid stimulation. Initially the zone did not flow and was
swabbed. Swabbing was successful and the zone flowed gas and condensate for a
15-minute period until flow rates dropped off. It was then determined that this
zone would also require acid stimulation and that economics dictated that
re-testing should be performed by a smaller less expensive rig, allowing the
larger rig 2 to move to the Telaga location. The Operator also considered
perforating other zones during the retesting of the Tambuku Well.

Madura Block - Madura Island, Indonesia: Telaga # 1
The Operator originally estimated the spud-in date for the Telaga #1 well would
be August 2002. It subsequently decided that the Telaga #1 would be drilled back
to back with Tambuku # 1. The target depth was programmed for 10,545 feet. The
finalising of land use rights, approvals and permits took place throughout 2002.
On March 29, 2003 Telaga #1 was spud-in.

2003/2004 Summary of the Madura Block
  Four wells in the Madura Block, namely Sebaya, Karasan, Tambuku and Telaga
have been drilled by the Pertamina-Medco Madura Pty Ltd Joint Operating Body
(JOB). With the exception of Karasan, hydrocarbons have been discovered in the

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wells, however problems were encountered in all of the wells preventing full
prospect evaluation. In addition to these discoveries, there was also an
undeveloped gas-condensate discovery, Arosbaya, within the Block.

As the Madura Block concession was due for relinquishment in May 2004, the JOB
engaged international consultants, Gaffney Cline & Associates (GCA) to apply its
Decision Cycle Compression (DCC) process in order to assist the JOB in making a
recommendation on the future course of action. In reaching a joint
recommendation, a GCA/JOB team would:

     1. Review all geotechnical work
     2. Integrate well results and independent reviews into a coherent block
        wide evaluation
     3. Identify and provide plans to mitigate the risks of key uncertainties
     4. Review previous drilling programs and make recommendations for future
        success
     5. Evaluate and assess markets, pricing and costs
     6. Review PSC commitments and requirements
     7. Make a detailed recommendation with action plan for the way forward.

The project commenced with the first of the three phases of DCC, data gathering,
in mid-November 2003. Further data gathering and interviews of key stakeholders
was conducted in Jakarta during the period of December 3 to 5, 2003. The second
phase of DCC, Pre-Implementation, had the GCA team working independently from
December 5 to December 19 reviewing all available information. During this time
the GCA team familiarised itself with operations and formed its own insights,
opinions and conclusions relative to the Madura block.

The last phase of the DCC process was Implementation. During this phase GCA
worked collaboratively with dedicated staff from the JOB with the goal to
ultimately reaching a unanimous opinion as to the potential of the Madura block.
The JOB/GCA team presented its findings and recommendations in late January
2004.

CONCLUSIONS

     1.  The Madura block is hydrocarbon bearing with potentially commercial
         accumulations with unrisked gas resources in the order of 1.2 trillion
         cubic feet in 4 prospects namely, Sebaya, Arosbaya, Telaga and Tambuku.
     2.  The power market on Madura represents a ready opportunity for sales of
         up to 16 MMcf/d.
     3.  A ten-year volume commitment will likely be required from the Gili
         Power Plant. For full conversion of the Gili power plant, this
         commitment amounts to approximately 80 Bcf of gas reserves.
     4.  The central fault block of the Sebaya prospect is estimated to contain
         about 155 Bcf of recoverable gas, more than enough for the existing
         power market.
     5.  The production rate is the key to economics. Drilling operations must
         be carefully carried out to minimize formation damage.
     6.  A Production Sharing Contract extension should be obtained that not
         only allows development of Sebaya but also holds the block for future
         development of the other identified prospects.

GCA/JOB's RECOMMENDATIONS
The JOB should retain the block and make a proposal to the authorities, BP MIGAS
to:
     o Extend the relinquishment date by a minimum of at least one year
     o Drill two appraisal wells (1 firm and 1 contingent on the firm well) on
       the Sebaya prospect
     o Obtain agreement to be able to hold the entire block with Plan of
       Development acceptance and development of Sebaya and for as long as
       production operations are maintained thereon.

Upon acceptance of the proposal by BP MIGAS, the JOB should:
     o Obtain a Letter Of Intent for gas sales to the Gili Power Plant from the
       national power company, PLN
     o Investigate independent power generation by the JOB at the Sebaya field
       site
     o Run a Drilling Well On Paper workshop for both appraisal wells
     o Refine facility costs and construction timing
     o Perform detailed mapping of the Sebaya prospect

Upon completion of the above Sebaya activities:
     o Undertake geological field studies to investigate Tuban sand reservoir
       potential
     o Prepare appraisal plan for Arosbaya
     o Continue evaluation of other island prospects

GCA/JOB's recommendations have been accepted by the shareholders of the PSC/JOB.
The recommendations were also presented to the relevant authorities, BP MIGAS
together with a request for extension of the Block. A work program and Budget

                                       15

<PAGE>

for the drilling of the first appraisal well on the Sebaya prospect - Sebaya 2,
has also been submitted to BP MIGAS and the Operating Shareholder is confident
that the extension will be granted in due course. On 11 June 2004 the Company
announced that the Operator had obtained a one-year extension for the
relinquishment of the Madura Block from the relevant Indonesian authorities.

It is anticipated that Sebaya 2 will be drilled in the fourth Quarter of 2004.

Prospects

Market
Medco Madura Pty Ltd has had several discussions with the Indonesional National
Power Company to supply gas to the Gili power plant on Madura Island.

B.       Simenggaris Block Onshore North-East Borneo

On September 28, 1997 the President Director of Pertamina signed the
authorization for CityView's then 100% owned subsidiary Western Simenggaris Pty
Ltd ("Western Simenggaris") to commence operations on the Simenggaris Block
prior to the formal signing of the PSC-JOB agreement. The signing of the
Contract took place on February 24, 1998 awarding the 2734km2 Simenggaris Block
to Western Simenggaris.

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

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

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

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


Prospects  - Market
  The operating shareholder is currently sourcing for markets.
Simenggaris Block - Kalimantan Indonesia: Pidawan#1
The Pidawan #1 well was spud in on March 1, 2002 and the anticipated target
depth was 7546 feet. Two zones were identified for testing. Gas readings were
116 units at 2,439 feet, 174 units at 2,609 feet, 134 units at 2,694 feet and
184 units at 2,882 feet. At around 7000 feet, there were several oil shows in
the lower section of the well. Mud logs indicated that the shows ranged from
2-foot sections to 6 feet in length.

Drilling problems and delays were encountered during the drilling of this well.
In July 2002 when Drill Stem Test # 1 ("DST") was perforated, Zone-1 flowed gas
and condensate. Preliminary test results indicate that the well was able to flow
2.870 MMSCF/D on a 128/64-inch choke size from DST #1 and 1.6 MMSCF/D on a
28/64-inch choke size from DST #2. At this time the Operator requested
permission from the relevant authorities to temporarily suspend the well. Medco
then worked on the results of the well and performed an analysis, re-mapping the
structure and estimating possible reserves.

In August 2002, Medco released a press statement stating - "Pidawan #1
exploration well was spudded on 1 March 2002 and completed July 17, 2002. The
well is a gas discovery well located in Simenggaris JOB Block, N. E. Kalimantan,
near Tarakan Island. Total depth of the well is 7504 feet. Preliminary estimated
reserves; based on available information for Pidawan #1 well is 25 BCFG.

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<PAGE>

Potential market for the gas discovery includes the Bunyu Methanol Plant and
power generation in Tarakan Island". Medco advised that it would conduct a
feasibility study on the building of a pipeline from the Pidawan location to
Tarakan Island in order to market the gas. In April 2004, the Operating
Shareholder ("Medco") advised that it was currently focusing its efforts on
securing purchasers or a reliable market for the gas and the results would
determine the future course of action for this concession.


The Simenggaris block is programmed to drill a further two wells. These wells
are "Bangku Besar" and a second well, the location of which has yet to be
determined. In October 2002, Medco advised CityView that the estimated
resources, ased on information available to Medco were:.

Bangku Besar A1             27 MMBO oil   and 127 BCF gas

These estimates were furnished to CityView by the Operating Shareholder and
have not been verified in accordance with Australian Stock Exchange Listing
rules 5.11,5.12 and 5.13. CityView released the estimated reserves in good faith
but advises investors to exercise due caution in relying on the same.

Medco has yet to advise CityView as to the event of the seismic survey.

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

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

CityView's participation was held under a Deed of Trust Agreement ("Trust
Agreement") signed on April 14, 2000 with MMC Exploration & Production
(Philippines) Pte Ltd ("MMCP"), a subsidiary of Malaysia Mining Corporation
Berhad, whose 15% participating interest included CityView's 2.5% held on trust.

Under the Trust Agreement, CityView was free carried by MMCP through a two-well
work program (Hippo-1 and Wildebeest-1) completed on June 30, 2000. The next
program was under review by the Operating Shareholder, Unocal, throughout 2002,
and CityView was advised that the program would commence in late 2004 due to an
extension to the one-year moratorium granted by the Philippine Government

MMCP has finalised with the partners in the Block to dispose of its entire
participating interest of 15% through an Assignment Agreement effective October
17, 2002, in exchange for a full recovery of all expenditure to date, the actual
amount to be verified following the Government's audit. The recovery is
conditional upon successful production of petroleum in the Block.

MMCP has agreed to pay CityView a portion of the amount that MMCP receives in
accordance with CityView's proportionate interest in the Block. As the recovery
of these monies are conditional upon successful production of petroleum in the
Block, the Board of Directors deemed it prudent to make provision for the same
in CityView's accounts

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 are being examined.


Competition
The oil and gas industry is highly competitive. The Company's competitors and
potential competitors include major oil companies and independent producers of
varying sizes, which are engaged in the acquisition of producing properties and
the exploration and development of prospects. Many of the Company's competitors
have greater financial, personnel and other resources than does the Company and

                                       17

<PAGE>

therefore have a greater leverage to use in acquiring prospects, hiring
personnel and marketing oil and gas. Accordingly, a high degree of competition
in these areas is expected to continue.

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

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

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

     o Take the necessary precautions for protection of ecological systems,
       navigation and fishing, and prevent extensive pollution of the area, sea
       or rivers as the result of operations undertaken under the work program.

     o After the expiration or termination or relinquishment of any contract
       area, or abandonment of any field, remove all equipment and installations
       from the area in a manner acceptable to Pertamina, and perform all
       necessary site restoration activities in accordance with applicable
       government regulations, the costs of which are treated as operating costs
       and are thus cost recoverable, through project revenues.

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

ASAB Oil Limited
CityView's subsidiary, CityView Asia Pty Ltd, under former Directors of the
Company, entered into an agreement with ASAB Oil Limited and European Oil plc on
June 21, 2002. This agreement replaced an agreement of January 8, 2002 between
CityView Asia, ASAB Oil and Black Sea Oil Inc as European Oil has taken over
Black Sea's interest in the venture.

Negotiations conducted by a former director, to sell CityView's shareholding to
European Oil plc continued unsuccessfully throughout 2002. Indications were that
a settlement appeared remote. The current Board of Directors determined in 2003
that provision be made for its interest in ASAB Oil Limited.

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

The current Board was informed that the Heads of Agreement was negotiated on an
arms-length basis between the directors of each corporation not having any
overlapping interest in the other corporation. Similarly, it was advised, that
the due diligence of Sands Solutions was conducted by the independent directors
of each Company.

The current Board further understands that the manner of proceeding has been
necessary due to the fact that a family trust of a former CityView director, Mr
Smyth owned fifty percent of Sands and McDougall and owned one-third of Sands
Solutions. The trustee of the Smyth family trust was Salant Nominees Pty Ltd and
its two directors were Mr Smyth and his wife Jennifer Lee Smyth. Mr and Mrs
Smyth controlled the family trust in their capacity as its sole two directors.
Mr Smyth was also a director of both Sands and McDougall and Sands Solutions.

It was advised that in order to avoid potential conflicts the independent
directors represented CityView in dealings with Sands Solutions while Sands
Solutions was primarily represented by Paul William Keogh, one of its directors.

                                       18

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Under the terms of the agreements between CityView and Sands Solutions, CityView
could have elected to have all moneys repaid to it on July 1, 2003 or CityView
could have elected to convert the loan into equity in Sands Solutions on a
formula based on an independent valuation to be undertaken prior to the
repayment date. CityView anticipated that payment for the acquisition of an
equity interest would be accomplished through conversion of the AUD$3 million
loan to Sands Solutions and through further funds it may have been able to
receive from private placements of CityView's shares with otherwise unaffiliated
third parties. As Sands Solutions was placed under administration, CityView
immediately obtained a court order for its own receiver to be appointed to
realize the assets and undertaking of Sands Solutions.

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

For material negative events relating to Sands occurring during 2002 and
thereafter reference is made to Item 3 D - Risk Factors - "Recoverability of
Loans...to Other Companies" as well as to Item 5 - Technology.

On February 26, 2002, Curtin Consultancy Services ("CCS") advised the former
Directors of CityView that it had formed the view that there was sufficient
potential value in the intellectual property rights owned by Sands Solutions to
provide security for the loan of $3 million. This opinion and a subsequent
Independent Report by CCS were based largely on anecdotal information and
in-house product demonstrations provided by Sands Solutions. CCS was not
provided with independently audited financial statements; did not consult with
any Sands Solutions customers; did not assess the value of any patents or
patents pending; and did not review or report on any of the company's tangible
assets.

In October 2002, CityView's current Directors received information that Sands
Solutions was in financial difficulties and that the asset, carried in
CityView's accounts at $3 million may not be recoverable. The current Board of
Directors immediately crystallised its floating charge over all of Sands' assets
and undertaking.

On November 25, 2002, Sands Solutions appointed an administrator. Your Board
took immediate steps to protect CityView's rights and applied to the Supreme
Court of Western Australia to appoint a Receiver over Sands Solutions' assets
and undertaking. On December 5, 2002, CityView obtained an order from the
Supreme Court of Western Australia appointing Mervyn Jonathan Kitay of Grant
Thornton as receiver and manager of Sands Solutions Group Pty Ltd. The Receiver
and Manager then took steps to realise the assets and undertaking of Sands
Solutions.

The Board views this entire matter with deep concern and intends to pursue all
and any remedies that CityView may have to recover any loss that it has suffered
in this matter. In this regard, CityView instructed and received legal advice
from Allens Arthur Robinson, a leading Australian law firm, and pursuant to the
said legal advice, the Board instructed Allens Arthur Robinson to carry out
further enquiries into the circumstances of the loan which may include a public
examination of the relevant persons involved in the matter.

The Board will ensure that the full circumstances of the loan are closely
scrutinised to ensure that there was no impropriety or breach of duty by any
person or party owing a duty to CityView.

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

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

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

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<PAGE>

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

CityView Corporation (UK) Ltd.
See also Item 5 subheading CityView Corporation (UK) Ltd. As relates to certain
Company plans in November 2001 to invest in high tech companies which plans were
later (April 2002) abandoned.

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

D.   Property, Plant And Equipment
Particulars Of Oil Leases - Madura (Medco Madura Pty Ltd) And Simenggaris (Medco
Simenggaris Pty Ltd) The Company's wholly owned subsidiary CityView Asia Pty Ltd
owns 25% of Medco Madura Pty Ltd and 25% of Medco Simenggaris Pty Ltd since May
26, 2000 having previously owned (since December 31, 1999) 100% of such
companies.

Executive Address
As of January 1, 2003, the Company's registered office is located at 17 Ord
Street, West Perth, Western Australia 6005.


The Company's principal place of business is leased premises at Level 9, 28 The
Esplanade, Western Australia, telephone:  (61 8) 9226 4788, fax: (61 8) 9226
4799, email: info@cityviewcorp.com, website: www.cityviewcorp.com.

ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.       Operating results
The current financial period is for the twelve months ended December 31, 2003.
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, 2003, 2002, 2001, 2000, and 1999
are disclosed in footnote 25 to the financial statements contained herein.

The following discussion references the amounts computed in accordance with
Australian GAAP for the results of operations of the Company for the financial
periods ended December 31, 2003, 2002, 2001, 2000, and 1999.

Principal Activities
The principal activities of the Company during the financial year were
investments in energy.

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, 2002, 2001 and 2000 are
disclosed in footnote 25 to the financial statements contained herein.

Year Ended December 31, 2003 Compared To Year Ended December 31, 2002
The net loss of the consolidated entity for the financial year after providing
from income tax and eliminating outside equity interests was AUD$1,076,003
compared to a loss of AUD$9,303,440 for the previous financial year. decrease in
operating loss resulted was due to the fact that there were no further asset
write downs.

Year Ended December 31, 2002 Compared To Year Ended December 31, 2001.
The net loss of the consolidated entity for the financial year after providing
for income tax and eliminating outside equity interests was AUD$9,303,440
compared to a loss of AUD$4,165,287 for the previous financial year. The
increase in operating loss resulted primarily by the increase in the provision
for write down of exploration costs of approximately AUD$5,384,170 and the
provision for doubtful debts of AUD$3,000,000, i.e., the Sands Solution
loan/investment.

                                       20
<PAGE>

Year Ended December 31, 2001 Compared To Year Ended December 31, 2000.
The net loss of the consolidated entity for the financial year after providing
for income tax and eliminating outside equity interests was AUD$4,165,287
compared to a loss of AUD$5,537,576 for the previous financial year. The
decrease in operating loss resulted primarily by the decrease in the write off
of exploration costs of approximately AUD$950,000.

Dividends
The directors did not recommend the payment of a dividend and no dividends have
been paid or declared since the end of the previous financial year or during the
previous 4 years.

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

Energy Portfolio

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

The operator of the block is PT Medco Energi Corporation TBK ("Medco"), which
free carried CityView throughout the recent work program. At the end of the free
carry period, 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.

Madura Block - Madura Island, Indonesia: Sebaya #1.
The first well drilled by Medco was Sebaya-1 into a large faulted anticlinal
feature underlying the old Kertegeneh field discovered in 1900. Medco spudded
Sebaya-1 on 20 September 2001.

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

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

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

Sebaya #1 was re-entered in April 2002
The cement plug retaining the well was drilled out and a 4 1/2-inch liner was
set and cemented ready for testing. The cementing of the 4 1/2-inch liner was
poor due to the high influx of gas while cementing. Delays were encountered due
to a leak in the 4 1/2-inch hanger caused by gas channelling during cementing.
The mud weight was increased in order to control the channel leak through the
hanger. Shortly after a plug was set an injection test was performed. The well
started to encounter loss circulation. It was determined that a second leak had
occurred in the previous cement squeezed second zone due to fracturing of the
cement retainer. Mud was used to control the gas influx from the 4 1/2-inch
hanger, however the heavy weight mud was lost through the fractured second zone,
which resulted in continued high-pressure gas influx from the 4 1/2-inch hanger.
Considerable time was lost due to the difficulty in balancing these two problems
at the same time. The problem was finally resolved with the constant addition of
LCM (loss circulation material) to the mud until such time that losses
stabilised through the second zone. The second zone was then immediately
squeezed allowing the operation to continue.

                                       21

<PAGE>

Once the problems were overcome the first zone of the well was perforated. The
well immediately flowed gas and condensate. The gas and condensate rates changed
considerably during the test and it is believed that a constriction was present
at the casing perforation due to plugging by loose shale. The final results for
this zone showed a flow rate through a 16-inch choke of 76.24 bpd condensate,
51.3 API, and 0.670 MMSCF/D gas. The Operator re-mapped the structure in order
to determine the possible reservoir reserves based on the data obtained from
drilling the well and test results. The well was suspended in consideration of
delineation well and the possibility of production from the Sebaya well at a
later date, should the structure be determined to be of commercial value.

The second, third and fourth zones did not flow. The second zone was within one
foot of the loss circulation zone. It was believed at the time that a wash out
of the formation occurred in the zone while heavy losses were being encountered.

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

Karasan #1 was spud in on January 12, 2002 and was drilled to a depth of 4300
feet. One zone was identified for testing. This zone was tested and initially
flowed gas. However, the flow rate was constricted allowing only marginal gas
build up during well shut-in, which quickly bled to zero once the well was
flowed. Acid injection was used to try to remove the formation restriction; this
was only successful in the short term however again the well stopped flowing.
Medco believes that chalk migration may be a contributory factor for possible
plugging of the formation.

As only one zone had been identified in the well and as the test results were
poor, it was believed that even with stimulation the zone may not prove to be
commercial. The well was plugged and abandoned.

Medco has performed an analysis of the data and has issued a well final report
concluding that the zone is not commercial.

Madura Block - Madura Island, Indonesia: Tambuku #1

Medco originally advised that Tembuku#-1 would be drilled back to back with the
Telaga well. Spud in took place in October 2002. The target depth was programmed
for 10,416 feet.

At 5616 feet the rig took a gas kick and there was a gas flare 5 metres in
length. In order to contain the gas influx, mud weight was increased. At the
time the bit nozzles became plugged and the rig was unable to circulate the mud.
The operator decided to collide (cut) the drill pipe to regain circulation due
to well control safety requirements. The bottom hole assembly was then left in
the hole and the well was side tracked.

At 5380 feet of the sidetracking operation, the well encountered a gas influx
and the mud was 1% oil cut. In the previous well (ie. before the sidetrack),
Medco advised that the condensate produced may have been a result of gas
condensing over a long shut in period, however in the new sidetracked well bore,
the formation appeared to be actually producing both gas and light
oil/condensate. Log data for the zone 5614 to 5622 feet, suggested gas and light
oil/condensate with 15% porosity.

At 6890 feet, background gas ranged from 300-400 units. Medco continued to
analyse the log data and advised that it anticipated testing 3 zones and
possibly a fourth with each test zone expected to take approximately ten days.
DST 1 was perforated on January 14, 2003. No flow was established and an
injectivity test confirmed the perforating guns had misfired.

DST 1 was re-perforated on January 17, 2003. Due to poor flow rates the zone was
stimulated with acid. The surface pressure increased to above 1000 psi and gas
flow rates were in excess of 1 MMCFD. During the test the surface pressure
dropped consistently although gas flow rates declined at a lesser rate. It was
determined that the zone would require a comprehensive acid stimulation prior to
re-testing.

At this time the Operator received conformation from the authorities that the
exploration period for the concession would be extended for a further year to
May 15, 2004. With the pressure of time restraints removed the Operator decided
that it would be able to return to the Tambuku Well for full acid stimulation
and re-testing of this zone. On 11 June 2004 the Company announced that the
Operator had obtained a confirmed one-year extension for the relinquishment of
the Madura Block from the relevant Indonesian authorities. The extension is now
to 14 May 2005.

                                       22

<PAGE>

DST 2 was perforated to establish if the zone was able to flow by itself or
would also require acid stimulation. Initially the zone did not flow and was
swabbed. Swabbing was successful and the zone flowed gas and condensate for a
15-minute period until flow rates dropped off. It was then determined that the
zone would require acid stimulation and that economics dictated that re-testing
should be performed by a smaller less expensive rig, allowing the larger rig 2
to move to the Telaga location. The Operator would also consider perforating
other zones during the retesting of the Tambuku Well.

Madura Block - Madura Island, Indonesia: Telaga # 1
Medco originally estimated the spud-in date for the Telaga #1 well would be
August 2002. It subsequently decided that this well would be drilled back to
back with Tambuku # 1. The target depth was programmed for 10,545 feet. The
finalising of land use rights, approvals and permits took place throughout 2002.
Telaga #1 spud in on March 29, 2003. o o The Board has concluded that in
relation to the Madura Concession, CityView's contribution to the recommended
drilling program will be approximately US$2.5 million. In order to raise this
capital, the options currently under consideration are to:

     a) sell the Company's 25% share in Madura at the best possible price based
        on Gaffney Cline's report and use the sale proceeds to invest in other
        as yet unidentified businesses.
     b) Farm-in an experienced  petroleum  investor to free-carry the Company's
        25% interest.  In this event the Company would have to give up a
        percentage of its interest.
     c) Call for a rights issue to raise up to AUD$10 million shareholder funds.
        Use US$2.5 million for the next phase of the Madura drilling program and
        allocate the balance for other as yet unidentified investments.

The Board is presently deciding the commercial viability of the above options.

SEE ALSO ITEM 4B
2003/2004 Summary of the Madura Block

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

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

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

The Pidawan #1 well was spud in on March 1, 2002 and the anticipated target
depth was 7546 feet. Two zones were identified for testing. Gas readings were
116 units at 2,439 feet, 174 units at 2,609 feet, 134 units at 2,694 feet and
184 units at 2,882 feet. At around 7000 feet, there were several oil shows in
the lower section of the well. Mud logs indicated that that the shows ranged
from 2-foot sections to 6 feet in length.

Drilling problems and delays were encountered during the drilling of this well.
In July 2002 when Drill Stem Test # 1 ("DST") was perforated, Zone-1 flowed gas
and condensate. Preliminary test results indicate that the well was able to flow
2.870 MMSCF/D on a 128/64-inch choke size from DST #1 and 1.6 MMSCF/D on a
28/64-inch choke size from DST #2. At this time the Operator requested
permission from the relevant authorities to temporarily suspend the well. Medco
then worked on the results of the well and performed an analysis, re-mapping the
structure and estimating possible reserves.

In August 2002, Medco released a press statement stating - "Pidawan #1
exploration well was spudded on March 1, 2002 and completed July 17, 2002. The
well is a gas discovery well located in Simenggaris JOB Block, N. E. Kalimantan,

                                       23

<PAGE>

near Tarakan Island. Total depth of the well is 7504 feet. Preliminary estimated
reserves; based on available information for Pidawan #1 well is 25 BCFG.
Potential market for the gas discovery includes the Bunyu Methanol Plant and
power generation in Tarakan Island". Medco advised that it would conduct a
feasibility study on the building of a pipeline from the Pidawan location to
Tarakan Island in order to market the gas. The Company is awaiting definitive
results.

The Simenggaris block is programmed to drill a further two wells. The wells are
"Bangku Besar" and a second well, the location of which has yet to be
determined. In October 2002, Medco advised CityView that the estimated
resources, based on information available to Medco were:

         Bangku Besar A1                    27 MMBO oil   and 127 BCF gas

These estimates were furnished to CityView by the Operating Shareholder and
have not been verified in accordance with Australian Stock Exchange Listing
rules 5.11,5.12 and 5.13. CityView released the estimated reserves in good faith
but advises investors to exercise due caution in relying on the same.

Medco advised that drilling of the Bangku Besar Barat and Sesayap wells would
not be commenced until a seismic survey had been performed over the fields. The
seismic survey is expected to commence early 2004. Medco intends to perform and
conclude a seismic survey, as the geological data from the survey will assist
them in determining which part of the block to relinquish to the Indonesian
authorities in Year 2004. Under the terms of the agreement, 25% of the block is
to be relinquished to the Indonesian authorities in Year 2004.

As this Concession is located in a remote area in East Kalimantan and although
the property has some prospectivity, there is a distinct absence of off-take
contractual opportunities.

The Board is keeping the financial commitments to this concession at a
standstill mode until the Madura Block results become clearer.

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

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

CityView's participation was held under a Deed of Trust Agreement ("Trust
Agreement") signed on 14 April 2000 with MMC Exploration & Production
(Philippines) Pte Ltd ("MMCP"), a subsidiary of Malaysia Mining Corporation
Berhad, whose 15% participating interest included CityView's 2.5% held on trust.

Under the Trust Agreement, CityView was free carried by MMCP through a two-well
work program (Hippo-1 and Wildebeest-1) completed on June 30, 2000. The next
program was under review by the Operating Shareholder, Unocal, throughout 2002,
and CityView was advised that the program would commence in late May 2004. due
to a one-year moratorium granted by the Philippine Government.

MMCP has finalised with the partners in the Block to dispose of its entire
participating interest of 15% through an Assignment Agreement effective October
17, 2002, in exchange for a full recovery of all expenditure to date, the actual
amount to be verified following the Government's audit. The recovery is
conditional upon successful production of petroleum in the Block.

MMCP has agreed to pay CityView a portion of the amount that MMCP receives in
accordance with CityView's proportionate interest in the Block. As the recovery
of these monies are conditional upon successful production of petroleum in the
Block, the Board of Directors have deemed it prudent to make provision for the
same in CityView's accounts

                                       24
<PAGE>


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

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

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

CityView anticipated that payment for the acquisition of an equity interest
would be accomplished through conversion of the AUD$3 million loan to Sands
Solutions and through further funds it may be able to receive from private
placements of CityView's shares with otherwise unaffiliated third parties. As
Sands Solutions were placed under administration, CityView immediately obtained
a court order for their own receiver to be appointed to realize the assets and
undertaking of Sands Solutions.

See also Item 4B - B2B E - Commerce Investment, Item 3D Risk Factors
"Recoverability of Loans ... to Other Companies" which contains negative
findings as relates to the Borrower and its ability to repay.

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

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

The principal asset of Global Networks is Intellink Communications, which sells
and installs:

o        Panasonic Telephone systems and communication accessories;

o        Point to point microwave links for high-speed data networks and carries
         on a small run production/refurbishment service of Plessey telephones.

In April 2002 the current Board of CityView made the decision to focus on the
Company's energy interests. No further action was taken to advance negotiations
with Global Network Technologies Pty Ltd and other related parties.

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

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

                                       25

<PAGE>

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

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

Employee Share And Option Benefits
The shareholders of the Company at its annual general meeting held on 31 May
2000 approved an Employee Share Plan, which included an Incentive Option Plan.
The Company issued 2,500,000 options in 2001 under the Plan exercisable on or
before June 30, 2002 at a price of $0.35 and 200,000 options exercisable on or
before June 30, 2002 at a price of $0.20 each. All of these options expired
unexercised on June 30, 2002. No options were issued in 2002 or 2003.

Options
At the date of this report there are no outstanding options on issue. No options
were issued throughout the year.

Inflationary And Other Economic Pressures
Currently, the Company is not generating revenues from its oil and gas
operations. Future revenues, if any, in this segment are governed, in part
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 director's 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 official government released Indonesian average inflation rates for the
seven years beginning 1997 were as follows:
<TABLE>
<CAPTION>

                                   1997       1998      1999        2000       2001       2002       2003
<S>                               <C>        <C>        <C>         <C>        <C>        <C>        <C>
Inflation Rates %                 11.05%     77.63%     2.01%       9.35%      9.00%      9.70%      5.06%
</TABLE>
It is the policy of the directors to regularly monitor the cost of operations on
a per barrel basis in respect to viability of individual projects and to 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, normal inflationary pressures
on the Company's general expenditure on goods and services affect this
expenditure.

Government Policies
The Company considered the issue of political risk in the Republic of Indonesia
in which the Company has acquired assets and may 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.

                                       26

<PAGE>

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

Indemnification Of Officers And Auditors

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

B.       Liquidity And Capital Resources

Year Ended December 31, 2003 compared to Year Ended December 31, 2002
As at December 31, 2003 the Company had working capital of AUD$350,091 compared
to a working capital of AUD$1,425,845 at December 31, 2002.

Cash flow used in operating activities decreased from AUD$1,113,672 in the year
ended December 31, 2002 to AUD$833,819 in the year ended December 31, 2003. The
primary difference for the decrease in funds used was for a reduction in
marketing fees and corporate advisory fees.

Cash flow used for investing decreased from AUD$428,703 for the year ended
December 31, 2002 to AUD$6,746 in the year ended December 31, 2003. The only
funds used for investments was to purchase computer equipment

The Company did not generate any cash flows from financing activities in the
year ended December 31, 2003 compared to AUD$2,940,000 in the year ended
December 31, 2002. Previous cash flows from financing activities principally
comprised the issuance of ordinary shares in the Company by private placements.
There were no shares issued for the year ended December 31, 2003.

Year Ended December 31, 2002 compared to Year Ended December 31, 2001
At December 31, 2002, the Company had working capital of AUD$1,425,845 compared
to a working capital of AUD$167,015 at December 31, 2001.

Cash flow used in operating activities decreased from AUD$3,878,839 in the year
ended December 31, 2001 to AUD$1,113,672 in the year ended December 31, 2002.
The primary difference for the decrease in funds used was for a reduction in
marketing fees, brokerage fees and corporate advisory fees.

Cash flow used for investing decreased from AUD$819,562 for the year ended
December 31, 2001 to AUD$428,703 in the year ended December 31, 2002. This
decrease in funds used for investing activities was primarily due to revenue
from the sale of shares in a listed corporation - "CGX". No further funds were
advanced to Sands Solutions.

The Company generated cash flows from financing activities of AUD$2,940,000 in
the year ended December 31, 2002 compared to AUD$3,977,725 in the year ended
December 31, 2001. Cash flows from financing activities principally comprised
the issuance of ordinary shares in the Company by private placements.

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

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

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

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

                                       27

<PAGE>

C.       Research And Development, Patents And Licences
Not applicable


D.       Trend Information
Not applicable

E.       Off-Balance Sheet Arrangements
The Company does not have any off balance sheet arrangements in place.

F.       Tabular Disclosures of Contractual Obligations
The cost of any work to the Madura and Simenggaris Blocks (hereto discussed in
Items 4 and 5) will be met by the Company in proportion to its equity interests,
however, these amounts and the time frame in which they will be required is
still uncertain.

G.       Safe Harbor
In accordance with Safe Harbor Provisions referred to in Item 5G as provided for
in Section 27A of the Securities Act ("Statutory Safe Harbors") the Company
applies same to any forward looking information provided by it in response to
Item 5E and 5F hereof, as well as the Items (4 and 5) referred to in Item 5F
except to the extent that same relates to historical facts.

ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.       Directors And Senior Management
Name                                Age              Position
A I Saddique                        60               Chairman
Ee Beng Yew                         50               Chief Executive Officer and
                                                     Chief Financial Officer
Goh Yong Kheng                      57               Director
Md Nazri Ramli                      48               Director
Thinagaran                          41               Director
John F Arbouw                       58               Director/Company Secretary
Yusufali M Jumabhoy                 66               Resigned  March 5, 2004

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

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

Ahmad Iqbal Saddique - Chairman
Mr Saddique read law in the United Kingdom and qualified as a barrister. He is
the President of Central Asia Petroleum Limited, a company having substantial
interests in oil and gas producing fields in Central Asia. Mr Saddique is
currently the Managing Director of Midwestern Oil Pte Ltd (formerly Falcon Oil
Pte Ltd).

Mr Saddique has substantial interests in companies owning the patents to unique,
innovative and revolutionary water treatment and desalination technologies as
well as other cutting edge technologies in the field of extraction of water from
waste material and the pulverizing of the residue.


Ee Beng Yew - Chief Executive
Mr Ee Beng Yew is an Associate of the Institute of Chartered Accountants in
England and Wales and has several years of working experience in Chartered
Accountants and Certified Public Accountants firms in England and Singapore
respectively. Mr Ee was also a Director of a public company listed on both the
Singapore and Malaysian Stock Exchanges and he was Managing Director of several
of its subsidiaries.

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

                                       28

<PAGE>

Md Nazri Ramli - Director
Mr. Nazri graduated from University of Malaya with a Bachelor of Science (BSc)
Honours Degree in Geology in 1979 and started his career in the upstream sector
of the oil & gas industry. He was a senior geologist for various oil companies
including Petronas, Occidental, Sun Oil and Texaco covering the Southeast Asian
(SEA) region.

Mr. Nazri was appointed as the General Manager of Business Development for Crest
Petroleum Berhad in 1993 and later as General Manager of PT Petronusa
Bhumibakti, the partner with Crest in the Selat Panjang concession in Central
Sumatera. Currently he is the General Manager of Business Development for MMC
Engineering Group Berhad, a 75% subsidiary of Malaysia Mining Corporation
Berhad. Prior to his current appointment, Mr. Nazri was a freelance business
development consultant in the exploitation of natural resources since 1997. Part
of the assignment involved the assessment of oil and gas concessions in Asia and
Africa. Mr. Nazri has authored and delivered papers on topics covering
hydrocarbon exploration in SEA

Thinagaran - Director
Mr Thinagaran holds a law degree from the National University of Singapore and
has been in practice for the past 13 years as an advocate and solicitor in
Singapore. He was a partner with an established law firm and is currently
practicing as a consultant with the same firm.

Messrs Saddique, Goh, Thinagaran and Ee are associated with CityView's largest
individual shareholder Midwestern Oil Pte Ltd, a Singaporean energy company
whose shareholders have interests in substantial oil and gas producing fields in
Central Asia.

John Arbouw - Director and Company Secretary
Mr Arbouw was born in Holland and educated in Canada. He is a member of the
Australian Institute of Company Directors (MAICD) and has worked in North
America, Europe, Asia and New Zealand. He has lived and worked in Australia for
the past 26 years and has provided strategic communications advice to Federal
and State Governments as well as some of the major corporations in Australia. Mr
Arbouw has served on a number of boards and has written extensively on global
corporate governance issues.

Yusufali M Jumabhoy - Director Resigned March 5, 2004 Mr Jumabhoy was appointed
as Chairman of the Board of Directors of CityView and Chairman of the
Independent Audit Committee on October 16, 2001. Mr Jumabhoy holds a law degree
from London University and is a barrister from the Inner Temple in London. He
was the Senior Partner of a law firm for many years and served as council member
of the Law Society of Singapore. Mr Jumabhoy has extensive business experience
as a commercial lawyer and is well known in the South East Asian investment
community.  The resignation was not because of disagreements with the Company
on any matter relating to the Company's operations, policies or practices, but
rather due to personal reasons.

B.       Compensation

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

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

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

  Name                          Base fee          Other fees     Incentives
                                    $                  $          (Options)
  A I Saddique                     Nil               Nil            Nil
  Y K Goh                          Nil               Nil            Nil
  B Y Ee                           Nil               Nil            Nil
  Md N Ramli                       Nil               Nil            Nil
  Thinagaran                       Nil               Nil            Nil
  J F Arbouw                       Nil               Nil            Nil
  Y M Jumabhoy                     Nil               61,589         NIL

                                       29

<PAGE>

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



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

D.       Employees
At December 31, 2003 the Company had 1 full time employee at its principal place
of business in Australia. Consultants on a per diem basis undertake much of the
Company's work.

E.       Share Ownership
See Item 7A Major shareholders

Employee Share Plan
No Options were issued under the Incentive Option Plan for the year ended
December 31, 2003.

On June 25, 2001 the Company issued a total of 2,500,000 options under the
Incentive Option Plan forming part of the Employee Share Plan that was approved
by shareholders at the annual general meeting held on May 31, 2000. During the
year there were no more than ten eligible participants for the Employee Share
Plan. The options were issued as a performance incentive for no consideration to
eligible employees under the Incentive Option Plan. Each of these options
conferred the right to acquire one (1) ordinary fully paid share in the capital
of the Company at a price of $0.35 each on or before June 30, 2002. In
accordance with the terms of the Employee Share Plan all issues of options under
the Employee Share Plan are at the discretion of the directors. o o On October
31, 2001 a further 200,000 options were issued under the Incentive Option Plan
exercisable at a price of $0.20 each on or before June 30, 2002.

None of the aforesaid 2,700,000 options were exercised and all such options
expired have expired.


                                       30
<PAGE>




ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.

A.       Major Shareholders

The following table sets forth the Ordinary Share ownership of each person known
by the Company to be the beneficial owner of five percent or more of the
Company's shares, each director and officer individually and the directors and
officers as a group as at March 31, 2004. Each person has sole voting and
investment power with respect to the shareholdings shown and all ownership is of
record and beneficial.
<TABLE>
<CAPTION>

Directors/Officers
Name                              Number of Shares                                                               Options
--------------------------------- ------------------------------------------------------------------------------ ------------------
--------------------------------- -------------------------------------------------------------------------------------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>
A I Saddique                      Mr Saddique is a director and  shareholder of Midwestern  Oil Pte Ltd (formerly  known as Falcon
Chairman                          Oil Pte Ltd),  which owns 15,500 fully paid ordinary  shares in CityView.  Mr Saddique is also a
63 Robinson Rd                    director and  shareholder of Thomas Omar Pte Ltd, which owns 500,000 fully paid ordinary  shares
Afro Asia                         in CityView.
Building #03-16
Singapore
--------------------------------- -------------------------------------------------------------------------------------------------
--------------------------------- -------------------------------------------------------------------------------------------------
B Y Ee                            Mr Ee is a shareholder of Midwestern Oil Pte Ltd (formerly  known as Falcon Oil Pte Ltd),  which
Chief Executive Officer           owns 15,500 fully paid ordinary shares in CityView.
63 Robinson Rd
Afro Asia
Building #03-16
Singapore
--------------------------------- -------------------------------------------------------------------------------------------------
--------------------------------- -------------------------------------------------------------------------------------------------
Y K Goh                           Mr Goh is a shareholder of Midwestern Oil Pte Ltd (formerly known as Falcon Oil Pte Ltd),  which
Director                          owns 15,500,000 fully paid ordinary shares in CityView.
63 Robinson Rd
Afro Asia
Building #03-16
Singapore
--------------------------------- -------------------------------------------------------------------------------------------------
--------------------------------- ------------------------------------------------------------------------------ ------------------
Thinagaran                        Nil                                                                            Nil
Director
63 Robinson Rd
Afro Asia
Building #03-16
Singapore
--------------------------------- ------------------------------------------------------------------------------ ------------------
--------------------------------- ------------------------------------------------------------------------------ ------------------
Md N Ramli                        Nil                                                                            Nil
Director
62000    Putra   Jaya    Wilayah
Perseketuan
Malaysia
--------------------------------- ------------------------------------------------------------------------------ ------------------
--------------------------------- ------------------------------------------------------------------------------ ------------------
J F Arbouw                        30,425                                                                         Nil
Director/Company Secretary
22 Derby Street
Vaucluse NSW 2000

--------------------------------- ------------------------------------------------------------------------------ ------------------
--------------------------------- ------------------------------------------------------------------------------ ------------------
R M Elliott                       Nil                                                                            Nil
Appointed April 20, 2004
 22 Brightmore Street
Cremorne     NSW     2090
--------------------------------- ------------------------------------------------------------------------------ ------------------
--------------------------------- ------------------------------------------------------------------------------ ------------------
Y M Jumabhoy                      Nil                                                                            Nil
Resigned March 5, 2004
63 Robinson Rd
Afro Asia
Building #03-16
Singapore
--------------------------------- ------------------------------------------------------------------------------ ------------------
</TABLE>

                                       31
<PAGE>



Major Shareholders
Name                                   Number of Shares       Percent of Class
US Control Account
C/- Computershare Trust Company Inc       21,456,801                  30.58%

Midwestern Oil Pte Ltd
63 Robinson Rd
Afro Asia Building #3-16
Singapore                                 15,500,000                  22.09%

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

Based on 70,161,616 shares outstanding as of March 31, 2004.

B.       Related Party Transactions


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

C.       Interests Of Experts And Counsel
Not applicable

ITEM 8.  FINANCIAL INFORMATION

A.       Consolidated Statements And Other Financial Information
Reference is made to "Item 17. Financial Statements" for the financial
statements included in this annual report.

An action is pending against the Company in New York Supreme Court, New York
County, (Index No.: 109628/02) by Worldwide Business Networks, Inc. alleging a
breach of contract for $150,000 and punitive damages. The Company believes the
action is totally without merit, and a motion to dismiss the action is pending
on the grounds that the summons was served in violation of a court order and on
other grounds. The Company is not a party to any other material litigation, and
to its knowledge no other action, suit or proceeding is pending or has been
threatened.

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

 B. Significant changes -
There have been no significant changes since date of last annual financial
statements.

ITEM 9.  THE OFFER AND LISTING
Not applicable

ITEM 10. ADDITIONAL INFORMATION

A.       Share Capital
Not applicable

B. Memorandum and Articles of Association
This information has been previously provided.

C.       Material Contracts
There were no material contracts other than these entered into in the ordinary
course of business to which the Company or any member of the group is a party
during the past 2 years.

                                       32

<PAGE>

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

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

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

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

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

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

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

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

Taxation of Gains on Sale

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

Passive Foreign Investment Company Status

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

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

                                       33

<PAGE>

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 rateably over the US Portfolio Stockholder's holding period for the
Shares, (ii) the amount allocated to the current taxable year at the highest
applicable marginal rate in effect for each year and (iii) an interest charge is
imposed to recover the deemed benefit from the deferred payment of the tax
attributable to each year.

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

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

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

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

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

Taxation of Dividends

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

                                       34

<PAGE>

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.

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

F.       Dividends And Paying Agents
Not applicable

G.       Statement By Experts
Not applicable

H.       Documents On Display
Persons having a right of inspection of the Company's records under the
Australian Corporations and securities legislation  can inspect such records by
contacting the Company's principal place of business at Level 9, 28 The
Esplanade,  Perth Western  Australia, Telephone:  (61 8) 9226 4788, Fax: (61 8)
9226 4799, email: info@cityviewcorp.com

The Company is subject to the information requirements of the Securities
Exchange Act of '34, as amended. Accordingly the monthly Form 6-K and Annual
Form 20-F are filed with the SEC. A copy of any document filed can be read at
the SEC's public reference room at 450 Fifth Street, N. W., Washington, D.C.
20549. For further information, please call the SEC at 1-800-SEC-0330 on the
public reference rooms. The Company's SEC filings are also available to the
public at the SEC's web site at "http:/www.sec.gov."

I. Subsidiary Information Additional information not applicable

ITEM 11.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.       Debt Securities
Not applicable

                                       35

<PAGE>

B.       Warrants And Rights
Not applicable

C.       Other Securities
Not applicable

D.       American Depositary Shares
Not applicable

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
         PROCEEDS
Not applicable

ITEM 15. Controls And Procedures
Our management, under the supervision and with the participation of our chief
executive officer and chief accounting officer, conducted an evaluation of our
"disclosure controls and procedures" (as defined in the Securities Exchange Act
of 1934 Rules ss.ss.13a-15 and 15d-15). Since date of evaluation, our chief
executive officer and chief accounting officer have concluded that as of the
Evaluation Date, our disclosure controls and procedures are effective to ensure
that all material information required to be filed in this Annual Report on Form
20-F has been made known to them in a timely fashion.

During the fiscal year, there have been no significant changes (including
corrective actions with regard to significant deficiencies or material
weaknesses) in our internal controls or in other factors that could
significantly affect these controls subsequent to the Evaluation Date set forth
above.

ITEM 16A.         Audit Committee Financial Expert

Code And Ethics
The Board of Directors of CityView Corporation Limited (`the Company") resolved
on June 14 2000 to formulate the terms of reference (Charter) of the board of
audit committee ("the Committee").

The objectives, composition, term of office and duties and responsibilities of
the Committee ("the Charter") have been updated to meet the Principles of Good
Corporate Governance and Best Practice Recommendations as suggested by the
Australian Stock Exchange Corporate Governance Council on March 31, 2003. A copy
of the Charter has been posted on the website.

Audit Committee Charter
Objectives:
The Audit Committee is appointed by the Board to assist the Board in monitoring
(1) the integrity of the financial statements of the Company, (2) the compliance
by the Company with legal and regulatory requirements and (3) the independence
and performance of the Company's internal and external auditors.

The members of the Audit Committee shall meet the independence and experience
requirements of the Australian Stock Exchange.

The Audit Committee shall have the authority to retain special legal, accounting
or other consultants to advise the Committee.

The Audit Committee may request any officer or employee of the Company or the
Company's outside counsel or independent auditor to attend a meeting of the
Committee or to meet with any members of, or consultants to, the Committee.

The Audit Committee shall make regular reports to the Board.

The Audit Committee shall at least annually, unless otherwise specified:

1. Review and reassess the adequacy of this Charter annually and recommend any
proposed changes to the Board for approval.

                                       36

<PAGE>

2. Review the annual audited financial statements with management, including
major issues regarding accounting and auditing principles and practices as well
as the adequacy of internal controls that could significantly affect the
Company's financial statements.
3. Review an analysis prepared by management and the independent auditor of
significant financial reporting issues and judgments made in connection with the
preparation of the Company's financial statements.
4. Review with management and the independent auditor the effect of regulatory
and accounting initiatives as well as off-balance sheet structures on the
Company's financial statements.
5. Review with management and the independent auditor the Company's quarterly
financial statements prior to the filing of them with the relevant regulators.
6. Meet periodically with management to review the Company's major financial
risk exposures and the steps management has taken to monitor and control such
exposures.
7. Review major changes to the Company's auditing and accounting principles and
practices as suggested by the independent auditor, internal auditors or
management.
8. Recommend to the Board the appointment of the independent auditor, which firm
is ultimately accountable to the Audit Committee and the Board.
9. Review the experience and qualifications of the senior members of the
independent auditor team and the quality control procedures of the independent
auditor. Review the experience and qualifications of the Company's senior
finance executives.
10. Approve the fees to be paid to the independent auditor.
11. Establish guidelines for the retention of the independent auditor for any
non-audit service.
12. Receive periodic reports from the independent auditor regarding the
auditor's independence, discuss such reports with the auditor, and if so
determined by the Audit Committee, recommend that the Board take appropriate
action to satisfy itself of the independence of the auditor.
13. Evaluate together with the Board the performance of the independent auditor
and, whether it is appropriate to rotate independent auditors on a regular
basis. If so determined by the Audit Committee, recommend that the Board replace
the independent auditor.
14. Recommend to the Board guidelines for the Company's hiring of employees of
the independent auditor who were engaged on the Company's account.
15. Review the appointment and replacement of the senior internal auditing
executive.
16. Review the significant reports to management prepared by the internal
auditing department and management's responses.
17. Meet with the independent auditor prior to the audit to review the planning
and staffing of the audit.
18. Obtain from the independent auditor assurance that Section 10A of the
Private Securities Litigation Reform Act (1995) is adhered to.
19. Obtain reports from management, the Company's senior internal auditing
executive and the independent auditor that the Company's subsidiary/foreign
affiliated entities are in conformity with applicable legal requirements and the
Company's Code of Conduct/Ethics, including disclosures of insider and
affiliated party transactions.
20. Discuss with the independent auditor the matters required to be discussed in
relating to the conduct of the audit. 21. Review with the independent auditor
any problems or difficulties the auditor may have encountered and any management
letter provided by the auditor and the Company's response to that letter.

Such review should include:
(a) Any difficulties encountered in the course of the audit work, including any
restrictions on the scope of activities or access to required information, and
any disagreements with management.
(b) Any changes required in the planned scope of the internal audit.
(c) The internal audit department responsibilities, budget and staffing.
22. Prepare the report required by the rules of the Australian Stock
Exchange/Securities Exchange Commission.
23. Advise the Board with respect to the Company's policies and procedures
regarding compliance with applicable laws and regulations and with the Company's
Code of Conduct/Ethics.
24. Review with the Company's General Counsel legal matters that may have a
material impact on the financial statements, the Company's compliance policies
and any material reports or inquiries received from regulators or governmental
agencies.
25. Assess its performance of the duties specified in this charter and report
its findings to the Board of Directors.

While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations and the Company's Code of Conduct/Ethics.

The CityView Audit Committee currently comprises three directors, two of which
are independent under the Principles of Corporate Governance and Best Practice
Recommendations of the Australian Stock Exchange.

                                       37

<PAGE>

Pursuant to Section 407 of the Sarbanes-Oxley Act of 2002 (SOXA), the Company
has a duty as party of its dual listing to adopt rules disclosing whether it has
at least one "audit committee financial expert" serving on its audit committee,
and, if so, whether the expert is independent of management.

In addition, the "financial expert" should have:

o an understanding of generally accepted accounting principles and financial
statements
o the ability to assess the general application of such principles in connection
with the accounting for estimates, accruals and reserves
o experience preparing, auditing, analyzing or evaluating financial statements
that present a breadth and level of complexity generally comparable to those of
the issuer's financial statements, or experience actively supervising one or
more person engaged in such activities
o an understanding of internal controls and procedures for financial reporting
o an understanding of audit committee functions

The attributes of the "financial expert" will have been acquired through any one
or more of the following ways:
o education and experience as a principal financial officer, principal
accounting officer, controller, public accountant or auditor or experience in
one or more positions that involve the performance of a similar function
o experience actively supervising a principal financial officer, principal
accounting officer, controller, public accountant, auditor or person performing
similar functions
o experience overseeing or assessing the performance of companies or public
accountants with respect to the preparation, auditing or evaluation of financial
statements
o other relevant experience
o an understanding of internal controls and procedures for financial reporting
o an understanding of audit committee functions.

The Company designated John F. Arbouw MAICD as its "financial expert" on the
Audit Committee in that Mr Arbouw fulfils some but not all of the criteria set
out in Section 407. Mr Arbouw has experience as a managing director and chief
financial officer of a communications company and has been a financial
journalist and financial commentator. He is an advisor to several companies on
corporate strategy and on a cumulative basis has gained experience and
understanding of internal controls and procedures for financial reporting and an
understanding of audit committee functions. As well, Mr Arbouw has:

o an understanding of generally accepted accounting principles and financial
statements
o the ability to assess the general application of such principles in connection
with the accounting for estimates, accruals and reserves
o an understanding of internal controls and procedures for financial reporting.

ITEM 16B.
Code of Ethics

CityView Corporation Limited is committed to excellence, integrity and
professionalism as well as the growth and development of all its operations.
This commitment extends to ensuring shareholders and stakeholders are fully
informed about the Company's activities and that the Board of Directors and
employees conduct themselves:

     o   Honestly and with integrity and respect not only with one another, but
         with all of the group's stakeholders;
     o   that they use confidentiality and discretion involving information that
         is proprietary to the group;
     o   that they avoid any conflict of interest which may interfere with the
         independent exercise of their judgement in the best interests of the
         group;
     o   that they adhere to all laws and regulations determining the group's
         legal and moral obligations; and
     o   that they foster a non-discriminatory work and business environment to
         promote a climate of harmony and tolerance.



                                       38
<PAGE>



ITEM 16C.
Principal Accountant Fees and Services
The aggregate fees billed for the last two fiscal years for professional
services rendered by the Company's auditors are as follows:

                                            2003             2002
Audit fees                                A$85,607         A$88,019
Other services                            A$13,365         A$17,540
                                         ---------------------------
                                          A$98,972        A$105,559
                                         ---------------------------

ITEM 16D.
Exemption from the Listing Standards for Audit Committees
Not Applicable.

ITEM 16E
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
PART III

ITEM 17. FINANCIAL STATEMENTS


                          CITYVIEW CORPORATION LIMITED
                                 ACN 009 235 634

                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2003


                                                           Page Number


Auditor's Report                                               F-

Statement of Financial Performance                             F-
Statement of Financial Position as at 31 December 2002         F-

Statement of Cash Flows                                        F-

Notes to and forming part of the Financial Statements         F--F-


                                       39
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We have audited the accompanying Statement of Financial Position of CityView
Corporation Limited as of December 31, 2003 and 2002 and the related statements
of financial performance and cash flows for each of the three years in the
period ended December 31 2003. 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 audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). 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 audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 2003
and 2002 and the results of its operations and its cash flows for each of the
three years in the period ended December 31 2003 in conformity with Australia
generally accepted accounting principles.

Without qualification to the opinion expressed above, attention is drawn to the
following matter:

As disclosed in Note 10, the ultimate recovery of the loans amounting to
$7,952,187 from Medco Madura Pty Ltd and Medco Simenggaris Pty Ltd are dependent
upon the future development and successful exploitation or possible sale of the
underlying areas of interest.


Illegible Signature


BDO
Chartered Accountants
Perth, Western Australia

Dated 25th day of June 2004



                                       40
<PAGE>




                       STATEMENT OF FINANCIAL PERFORMANCE
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2003

<TABLE>
<CAPTION>

                                                          Consolidated Entity                        Parent Entity
                                                31-Dec-03       31-Dec-02       31 Dec 01        31-Dec-03     31-Dec-02
<S>                                                 <C>
                                         NOTE       $               $                                $             $

Revenues from ordinary activities          2       24,629         595,007          229,087          24,629      595,007

Administration Expenses                          (129,856)       (235,146)        (463,967)       (129,856)    (235,146)

Employee wages and benefits expense               (92,272)       (150,088)        (185,558)        (92,272)    (150,088)

Consulting/Legal Expenses                        (625,806)       (607,251)      (2,615,539)       (625,806)    (607,251)

Depreciation and amortisation expense              (6,995)         (7,050)          (5,226)         (6,995)      (7,050)

Occupancy Expenses                                (62,848)        (68,272)         (29,446)        (62,848)     (68,272)

Brokerage and Advisory Fees                          -               -            (549,638)           -            -

Provision for doubtful debts                         -         (3,000,000)            -               -      (8,384,170)

Provision for write-down of investments              -         (5,384,170)            -               -            -

Investment loss                                      -           (408,811)        (487,329)           -        (257,234)

Other expenses from ordinary activities          (182,855)        (37,659)         (57,671)       (182,855)     (37,660)

Loss from ordinary activities before
income tax expense                         3   (1,076,003)     (9,303,440)      (4,165,287)     (1,076,003)  (9,151,864)

Income tax expense                                   -               -                -               -            -

Loss from ordinary activities after
related income tax expense                     (1,076,003)     (9,303,440)      (4,165,287)     (1,076,003)  (9,151,864)

                                               ----------------------------------------------------------------------------
Net loss attributable to members of the
parent entity                                  (1,076,003)     (9,303,440)      (4,165,287)     (1,076,003)  (9,151,864)
                                               -----------------------------------------------------------------------------


Basic loss per share (cents per share)     17      (1.53c)        (13.67c)           (8.07)
Where diluted earnings per share are not
diluted, they are not disclosed.

The accompanying notes form part of these financial statements.



                                       41
<PAGE>



                         STATEMENT OF FINANCIAL POSITION
                             AS AT 31 DECEMBER 2003

                                                   Consolidated Entity                   Parent Entity
                                                31-Dec-03        31-Dec-02         31-Dec-03       31-Dec-02
                                         NOTE       $                $                  $               $

CURRENT ASSETS
Cash                                       8      658,943       1,499,508            658,935       1,499,500
Receivables                                9        6,352          23,612              6,352          23,612
                                               ---------------------------------   --------------------------------
TOTAL CURRENT ASSETS                              665,295       1,523,120            665,287       1,523,112
                                               ---------------------------------   --------------------------------

NON CURRENT ASSETS
Receivables                                10   7,952,187       7,952,187          7,952,187       7,952,187
Investments                                11        -               -                    10              10
Equipment                                  12       7,658           7,907              7,658           7,907
Acquisition, exploration and development   13           2               2               -               -
                                               --------------------------------   --------------------------------
TOTAL NON CURRENT ASSETS                        7,959,847       7,960,096          7,959,855       7,960,104
                                               ---------------------------------   --------------------------------
TOTAL ASSETS                                    8,625,142       9,483,216          8,625,142       9,483,216
                                               ---------------------------------   --------------------------------

CURRENT LIABILITIES
Payables                                   14     300,804          84,415            300,804          84,415
                                               ---------------------------------   --------------------------------
TOTAL CURRENT LIABILITIES                         300,804          84,415            300,804          84,415
                                               ---------------------------------   --------------------------------

NON CURRENT LIABILITIES
Provisions                                 15      14,400          12,860             14,400          12,860
                                               ---------------------------------   --------------------------------
TOTAL NON CURRENT LIABILITIES                      14,400          12,860             14,400          12,860
                                               ---------------------------------   --------------------------------
TOTAL LIABILITIES                                 315,204          97,275            315,204          97,275
                                               ---------------------------------   --------------------------------

                                               ---------------------------------   --------------------------------
NET ASSETS                                      8,309,938       9,385,941          8,309,938       9,385,941
                                               =================================   ================================

EQUITY

Contributed equity                     16(a)   57,235,996      57,235,996         57,235,996      57,235,996
Accumulated losses                     16(e)  (48,926,058)    (47,850,055)       (48,926,058)    (47,850,055)
                                               ---------------------------------   --------------------------------
TOTAL EQUITY                                    8,309,938       9,385,941          8,309,938       9,385,941
                                               =================================   ================================


The accompanying notes form part of these financial statements.
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)            9,385,941      15,749,381          9,385,941      15,597,805



                                       42
<PAGE>



                          CITYVIEW CORPORATION LIMITED

                             STATEMENT OF CASH FLOWS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2003


                                                          Consolidated Entity                        Parent Entity
                                                31-Dec-03       31-Dec-02       31 Dec 01        31-Dec-03     31-Dec-02
                                         NOTE       $               $                                $             $

Cash Flows From Operating Activities
Interest received                                  41,888         260,117          211,251          41,888      260,117
Interest & other costs of finance paid               -               -            (549,638)
Payments to suppliers and employees              (875,707)     (1,373,789)      (3,540,452)       (875,707)  (1,071,112)
                                               ----------------------------------------------------------------------------
Net cash provided/(used) by operating
 activities
                                        20(c)    (833,819)     (1,113,672)       3,878,839        (833,819)      (810,995)
                                               ---------------------------------------------------------------------------

Cash flows from investing activities
Loan to Sands Solution Group Pty Ltd                 -               -             500,000
Sale of shares in listed corporations                -            335,467             -               -           335,467
Payment for investment in listed
 corporation                                         -               -            (163,911)
Payment for acquisitions                             -           (764,170)        (155,651)           -              -
Advance to controlled entities                       -               -                -               -        (1,021,397)
Payment for property, plant & equipment            (6,746)           -                -             (6,746)          -
                                               ----------------------------------------------------------------------------
Net cash provided/(used) by investing
 activities                                        (6,746)       (428,703)        (819,562)         (6,746)      (685,930)
                                               ----------------------------------------------------------------------------
Cash from financing activities
Proceeds from the issue of shares                    -          2,940,000        3,977,725             -        2,940,000
                                               ----------------------------------------------------------------------------
Net cash provided/(used) by financing
 activities                                          -          2,940,000        3,977,725             -        2,940,000
                                               ----------------------------------------------------------------------------
Net increase/(decrease) in cash                  (840,565)     (1,397,625)        (720,696)        (840,565)    1,443,075
Cash at the beginning of the financial
 year                                           1,499,508         101,883          822,559        1,499,500        56,425
                                               ----------------------------------------------------------------------------
Cash at the end of the financial year   20(a)     658,943       1,499,508          101,883          658,935     1,499,500
                                               ----------------------------------------------------------------------------

</TABLE>


The accompanying notes form part of these financial statements.








                                       43

<PAGE>




              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2003

1.       Statement of Significant Accounting Policies

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

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

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

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

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

(a)      Principles of Consolidation
A controlled entity is an entity controlled by CityView. Control exists where
CityView has the capacity to dominate the decision making in relation to the
financial and operating policies of another entity so that the other entity
operates with CityView to achieve the objectives of CityView. A list of
controlled entities is contained in Note 19 to the financial statements.

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

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

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

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

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

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

                                       44
<PAGE>





              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2003


Statement of Significant Accounting Policies (cont)
The gains and losses from conversion of short-term assets and liabilities,
whether realised or unrealised are included in profit from ordinary activities
as they arise.

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

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

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

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

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

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

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

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

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

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

                                       45

<PAGE>




              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2003

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

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

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

The Company operates an Employee Share Plan, no shares or options were
outstanding as at the 31 December 2003 under the plan.
<TABLE>
<CAPTION>

                                               Consolidated Entity                  Parent Entity
                                           31-Dec-03        31-Dec-02          31-Dec-03      31-Dec-02
                                           --------------------------          ------------------------
<S>                                            <C>              <C>                <C>            <C>
      Number of employees at year end          1                1                  1              1
</TABLE>

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

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

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

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

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

(o)      Going Concern
The financial statements have been prepared adopting the going concern
convention, which assumes continuity of normal business activities and the
realisation of assets and the settlement of liabilities in the ordinary course
of business.







                                       46
<PAGE>




              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2003

<TABLE>
<CAPTION>

                                                          Consolidated Entity                        Parent Entity
                                                31-Dec-03       31-Dec-02       31 Dec 01        31-Dec-03     31-Dec-02
<S>                                                 <C>
                                                    $               $               $                $             $
2.  Revenue
Revenue - Investing activities
Proceeds from sale of shares in listed
 corporations                                       -            335,467            -                -          335,467
Revenue - from Outside Operating activities
Interest received on loan to Sands Solutions        -            192,166         216,522             -          192,166
Interest received - other parties                 24,629          67,374          12,565           24,629        67,374
                                              ------------- --------------  -------------- ---------------- ---------------
Total Revenue                                     24,629         595,007         229,087           24,629       595,007

                                              ------------- --------------  -------------- ---------------- ---------------

3. Loss from ordinary activities
Loss from ordinary activities before
 income tax has been determined after:
Expenses
General and administrative expenses              467,831         457,678            -             467,831       457,678
Depreciation                                       6,995           7,050           5,226            6,995         7,050
Marketing services                                  -             33,487       1,579,107             -           33,487
Consultants/Legal Services                       625,806         607,251            -             625,806       607,251
Investment Loss                                     -            408,811         714,410             -          257,234
Provision for doubtful debts                        -          3,000,000            -                -        8,384,170
Provision for write-down of investments             -          5,384,170            -                -             -
                                              ------------- --------------  -------------- ---------------- ---------------
Total expenses                                 1,100,632       9,898,447       4,394,374        1,100,632     9,746,871
                                              ------------- --------------  -------------- ---------------- ---------------
Net Income (Loss)                             (1,076,003)     (9,303,440)     (4,165,287)      (1,076,003)   (9,151,864)
                                              ------------- --------------  -------------- ---------------- ---------------

4.  Income Tax
(a) The prima facie income tax benefit on
loss from ordinary activities before
income tax reconciles to the income tax
benefit in the financial statements as
follows:
Loss from ordinary activities before
 income Tax                                   (1,076,003)     (9,303,440)     (4,165,287)      (1,076,003)   (9,151,863)
                                              ------------- --------------  -------------- ---------------- ---------------
Income tax expenses/(benefit) calculated at
30% of loss from ordinary activities before
income tax for year ended December 31 2003      (322,801)     (2,791,032)     (1,249,586)        (322,801)   (2,745,559)
Permanent differences                             49,959          68,794         974,333           49,959        23,321
Timing differences and tax losses not brought
to account as future income tax benefits           2,966       2,520,648         275,253            2,966     2,520,648
Current Year Tax loss not recognised             269,876         201,590            -             269,876       201,590
                                              ------------- --------------  -------------- ---------------- ---------------
Income tax expense                                  -               -               -                -             -
                                              ------------- --------------  -------------- ---------------- ---------------
(b) Future income tax benefits not brought
to account as assets                           3,896,798       3,626,922       3,425,331        3,896,798     3,626,922
                                               3,896,798       3,626,922       3,425,331        3,896,798     3,626,922
                                              ------------- --------------  -------------- ---------------- ---------------
</TABLE>

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


                                       47
<PAGE>



              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2003

CityView Corporation Limited and its wholly owned Australian subsidiaries have
decided to implement the tax consolidation legislation as of 1 January 2004. The
Australian Taxation Office has not yet been notified of this decision. The
entities also intend to enter into a tax sharing agreement but details of this
agreement are yet to be finalised.

The financial effect of the implementation of the legislation has not been
recognised in the financial statements for the year ended 31 December 2003.

5.       Directors' Remuneration

The directors of the Company who held office during the Financial year ended 31
December 2003 were:

Y M Jumabhoy (Resigned 5 March 2004)
A I Saddique                                                 B Y Ee
R M Goh                                                      Md N Ramli
Thinagaran                                                   J F Arbouw
<TABLE>
<CAPTION>

                                                         Consolidated Entity                          Parent Entity
                                                31-Dec-03    31-Dec 02     31 Dec 01     31-Dec-03      31-Dec-02      31 Dec 01
<S>                                                 <C>
                                                    $            $             $             $              $              $
The aggregate of income paid or payable,
or otherwise made available, in respect
of the financial year, to all directors of
the Company, directly or indirectly, by the                                                61,589        259,004        564,023
Company or by any related party.

The aggregate of income paid or payable, or
otherwise made available, in respect
of the financial year, to all directors of
each entity in the consolidated
entity, directly or indirectly, by the
entities in which they                            61,589      259,004       564,023
are directors or by any related party.

The number of directors of the Company whose
total income falls within each
successive $10,000 band of income:
                                                         Consolidated Entity                          Parent Entity
                                                31-Dec-03    31-Dec 02     31 Dec 01     31-Dec-03      31-Dec-02      31 Dec 01
                                                 Number        Number                      Number        Number
Nil                                                 6            7             1             6              7              1
$20,000 - $29,999                                   -            -             1                                           1
$30,000 - $39,999                                   -            -             1                                           1
$50,000 -  $   59,999                               -            1             -             -              1              -
$60,000 -  $    69,999                              1            -             -             1              -              -
$70,000 -  $   79,999                               -            1             -             -              1              -
$100,000 - $109,999                                 -            -             1                                           1
$120,000 - $129,999                                 -            1             1             -              1              1
$250,000 - $259,999                                 -            -             1                                           1
</TABLE>

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



                                       48

<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2003

6.       Employee Share Plan
There are no shares or options outstanding at 31 December 2003 under the
Employee Share Plan.
<TABLE>
<CAPTION>

                                                          Consolidated Entity                  Parent Entity
                                                      31-Dec-03        31-Dec-02          31-Dec-03       31-Dec-02
<S>                                                       <C>
                                                          $                $                  $               $
7. Remuneration of Auditors Amounts received,
or due and receivable from the
Company and any related organisation for:
Auditing the financial statements                       85,607           88,019             85,607          88,019
Other services                                          13,365           17,540             13,365          17,540
                                                     ---------------------------          --------------------------
                                                        98,972          105,559             98,972         105,559
                                                     ---------------------------          --------------------------
8.    Cash
Cash on hand                                               500              500                500             500

Cash at bank                                           658,443        1,499,008            658,435       1,499,000
                                                     ---------------------------          --------------------------
                                                       658,943        1,499,508            658,935       1,499,500
                                                     ---------------------------          --------------------------
9.    Current Receivables
Other debtors                                             -              17,26                -             17,260
Deposits                                                 6,352            6,352              6,352           6,352
                                                     ---------------------------          --------------------------
                                                         6,352           23,612              6,352          23,612
                                                     ---------------------------          --------------------------

10.   Non Current Receivables
Loans to controlled entities - at cost                    -                -             5,384,170       5,384,170
Provision for doubtful debt - at cost                     -                -            (5,384,170)     (5,384,170)
Loan to Sands Solutions - at cost                    3,000,000        3,000,000          3,000,000       3,000,000
Provision for doubtful debt - at cost               (3,000,000)      (3,000,000)        (3,000,000)     (3,000,000)
Loans to Medco Madura Pty Ltd and
Medco Simenggaris Pty Ltd - at cost                  7,952,187        7,952,187          7,952,187       7,952,187
                                                     ---------------------------          --------------------------
                                                     7,952,187        7,952,187          7,952,187       7,952,187
                                                     ---------------------------          --------------------------
</TABLE>

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

Upon stringent review of the Company's assets, the Board of Directors made the
decision to raise a provision for doubtful debt of the following assets:

Block SC41 Philippines              $4,620,000.00
ASAB Oil Limited                    $  764,170.00

Both assets are held in the Company's 100% owned subsidiary CityView Asia Pty
Ltd and are represented in the Parent Entity above as a loan to Controlled
Entities.

Sands Solutions Group Pty Ltd       $3,000,000.00

A provision for doubtful debt has been raised against the loan to Sands
Solutions Group Pty Ltd, due to the fact that Sands Solutions appointed a
Administrator on 25 November 2002. Consequently on 5 December 2002, The Board of
CityView, in order to protect the Company's rights obtained an order from the
Supreme Court of Western Australia appointing Mervyn Kitay of Grant Thornton as
receiver and manager of Sands Solutions.

                                       49

<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2003
<TABLE>
<CAPTION>

                                                               Consolidated Entity              Parent Entity
                                                                  31-Dec-03        31-Dec-02          31-Dec-03       31-Dec-02
<S>                                                                   <C>
                                                                      $                $                  $               $
11.      Non-Current Investments
        In controlled entities - at cost
CityView Asia Pty Ltd                                                 -                -                 10              10
                                                               ---------------------------------   --------------------------------
Total Non-Current Investments                                         -                -                 10              10
                                                               ---------------------------------   --------------------------------

12.   Equipment
Equipment at cost                                                   29,113           22,367             29,113          22,367
Less accumulated depreciation                                      (21,455)         (14,460)           (21,455)        (14,460)
                                                               ---------------------------------   --------------------------------
                                                                     7,658            7,907              7,658           7,907
                                                               ---------------------------------   --------------------------------

Balance at the beginning of year                                     7,907           10,177              7,907          10,177
Additions                                                            6,746            4,780              6,746           4,780
Depreciation expense                                                (6,995)          (7,050)            (6,995)         (7,050)
                                                               ---------------------------------   --------------------------------
Carrying amount at year end                                          7,658            7,907              7,658           7,907
                                                               ---------------------------------   --------------------------------

13. Acquisition, Exploration and Development Acquisition
costs and exploration and development expenditure carried
forward in respect of areas of interest - at cost                5,384,172        5,384,172               -               -
Provision for write-down of investments                         (5,384,170)      (5,384,170)              -               -
                                                               ---------------------------------   --------------------------------
                                                                         2                2               -               -
                                                               ---------------------------------   --------------------------------

As mentioned in Note 10, the Board of Directors have raised a provision for
write-down of investments totalling $5,384,170.00 comprising of two assets -
Block SC41 Philippines $4,620,000.00 and its interest in ASAB Oil $764,170.00

14.   Current Payables
Unsecured:
Trade creditors                                                    239,867           13,697            239,867          13,697
Accrued expenses                                                    60,937           70,718             60,937          70,718
                                                               ---------------------------------   --------------------------------
                                                                   300,804           84,415            300,804          84,415
                                                               ---------------------------------   --------------------------------

15.   Non Current Payables
Long Service Leave                                                  14,400           12,860             14,400          12,860
                                                               ---------------------------------   --------------------------------
                                                                    14,400           12,860             14,400          12,860
                                                               ---------------------------------   --------------------------------
</TABLE>




                                       50
<PAGE>


              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2003

16.   Equity
(a)      Contributed equity
         There were no shares issued by the company during the year ended 31
December 2003.


Ordinary fully paid shares at 31 December 2002      70,161,616        57,235,996
                                                    ----------        ----------
Ordinary fully paid shares at 31 December 2003      70,161,616        57,235,996

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

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

(b) Options:
         As at 31 December 2003 there were no options on issue.

(c) Dividends:
         The Directors declared no dividend during the reporting period.

(d)      Franking credits
          The Company retains no franking credits for the year ended 31 December
2003 and the year ended 31 December 2002.

(e)      Accumulated losses
<TABLE>
<CAPTION>

                                                Consolidated Entity                  Parent Entity
                                             31-Dec-03        31-Dec-02         31-Dec-03       31-Dec-02
<S>                                              <C>
                                                 $                $                 $               $
Accumulated losses at the beginning
of the financial year                        47,850,055       38,546,615        47,850,055      38,698,191
Net loss attributable to the members
of the parent entity                          1,076,003        9,303,440         1,076,003       9,151,864
                                            --------------------------------- ---------------------------------
Accumulated losses at the end of this
financial year                               48,926,058       47,850,055        48,926,058      47,850,055
                                            --------------------------------- ---------------------------------


17.  Earnings per share                      31-Dec-03        31-Dec-02         31-Dec-01
Basic loss per share (cents per share)        (1.53c)          (13.67c)          (0.08c)
The weighted average number of ordinary
shares on issue used in the calculation of
basic earnings per                          70,161,616        68,044,904        51,579,570

Diluted earnings per share are not
 disclosed, as they are not diluted.
</TABLE>



                                       51
<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2003
o
18.  Financial Reporting by Segments
(a)  Primary Segments
<TABLE>
<CAPTION>

                                       Investments                        Exploration                       Consolidated
                                 31 Dec 03        31 Dec 02         31 Dec 03        31 Dec 02           31 Dec 03      31 Dec 02
<S>                                  <C>
                                     $                $                 $                $                   $              $
Revenue outside the
consolidated entity                24,629          595,007              -                -                 24,629        595,007
                                ------------- ------------------ ---------------- ---------------- --- -------------- --------------
Segment profit/(loss) after
income tax                       (896,949)      (9,303,440)         (179,054)            -             (1,076,003)    (9,303,440)
                                ------------- ------------------ ---------------- ---------------- --- -------------- --------------
Segment assets                     14,010           31,519         8,611,132        9,451,697          8,625,142       9,483,216
Segment Liability                 315,204           97,275              -                -               315,204          97,275
Depreciation/amortisation          (6,995)          (7,050)             -                                 (6,995)         (7,050)

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

(b)   Secondary Segments
                                                          Indonesia                                           Australia
                                      31 Dec 03           31 Dec 02                              31 Dec 03         31 Dec 02
                                          $                   $                                      $                 $
Revenue outside the
consolidated entity                       -                   -                                    24,629          595,007
Segment profit/ (loss) after
income tax                            (179,054)               -                                  (896,949)      (9,151,864)
Segment Assets                       7,952,187           7,952,187                                672,955        1,531,029
Segment Liability                         -                   -                                   315,204           97,275
Depreciation/amortisation                 -                   -                                    (6,995)            -

                                                    United Kingdom                                        Consolidated
                                      31 Dec 03           31 Dec 02                              31 Dec 03         31 Dec 02
                                          $                   $                                      $                 $
Revenue outside the
consolidated entity                       -                   -                                    24,629           595,007
Segment profit/ (loss) after
income tax                                -               (151,576)                            (1,076,003)       (9,303,440)
Segment Assets                            -                   -                                 8,625,142         9,483,216
Segment Liability                         -                   -                                   315,204            97,275
Depreciation/amortisation                 -                   -                                    (6,995)             -
The pricing of intersegmental transactions is the same as prices charged on transactions with parties outside the economic entity.

19.  Particulars Relating to All Entities
                                                       Country of        Type of         Principal        Ownership interest
                                                      Incorporation    Shares Held       Activity
Parent entity                                                                                              2003          2002
                                                                                                           ----          ----
CityView Corporation Limited                            Australia        Ordinary       Investment         100%          100%

Controlled entities
CityView Asia Pty Ltd                                   Australia        Ordinary       Exploration        100%          100%
Other
Medco Madura Pty Ltd                                    Australia        Ordinary       Exploration        25%           25%
Medco Simenggaris Pty Ltd                               Australia        Ordinary       Exploration        25%           25%

</TABLE>

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

                                       52
<PAGE>




              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2003

<TABLE>
<CAPTION>
                                                              Consolidated Entity               Parent Entity

                                                   31-Dec-03     31-Dec-02        31 Dec 01           31-Dec-03       31-Dec 02
<C>                                                   <C>
20.  Notes to Statement of Cash Flow                  $              $                $                   $               $
(a)  Reconciliation of cash
Cash at the end of the financial year as shown
in the statement of cash flows is reconciled to
the related items in the balance sheet as
follows:
Borrowings                                            -                -                -                  -                -
Cash                                               658,943        1,499,508          101,883            658,935        1,499,500
                                                 -----------------------------------------------------------------------------------
                                                   658,943        1,499,508          101,883            658,935        1,499,500
                                                 -----------------------------------------------------------------------------------
(b) Business disposed of                              -                -                -                  -                -

(c) Reconciliation of loss from ordinary
activities after tax to net cash
provided by/(used by) operating activities
Loss from ordinary activities                   (1,076,003)      (9,303,440)       4,165,287         (1,076,003)      (9,151,864)
Less non cash operating items:
Depreciation                                         6,995            7,050            5,226              6,995            7,050
Issue of shares in lieu of payment to
suppliers and employees                               -                -             762,743                  -             -
Write-downs to recoverable amount of investment       -           5,043,923          701,300                  -          681,156
Change in assets and liabilities net of the
effect of purchase and disposal of controlled
entities:
(Increase)/decrease in receivables                  17,260        3,149,875         (920,025)             17,260       7,614,224
(Decrease)/increase in payables                    217,929          (11,080)        (262,796)            217,929          38,439
                                                 -----------------------------------------------------------------------------------
Net cash provided/(used) by operating activities  (833,819)      (1,113,672)      (3,878 ,839)          (833,819)        (810,995)
                                                 -----------------------------------------------------------------------------------
</TABLE>

(d) 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

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

(a)      Directors
The following persons held the position of director of the Company during the
financial year ended 31 December 2003:

Y M Jumabhoy                                                      B Y Ee
A I Saddique                                                      Md N Ramli
R Goh                                                             J F Arbouw
Thinagaran

The remuneration of directors is disclosed in Note 5 to the financial
statements.
(b)      Interests of directors
As at 31 December 2003 the directors of the Company and their related entities
hold a relevant interest in the following shares and options in the Company:

                               31 December 03              31 December 02
    Shares                        16,030,425                  14,790,942
    Options                           Nil                         Nil


                                       53

<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2003

(c)  Transactions with directors and related entities

(i)           Mr Y M Jumabhoy is the proprietor of YMJ Consultancy. The Company
              entered into a contract with YMJ Consultancy dated 1 June 2002 for
              the provision of services relating to the Company's major
              shareholders based in Singapore and Malaysia and overseeing the
              Company's general operations in South East Asia. This contract was
              terminated by mutual agreement in November 2003.

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

(e)  Equity interests in controlled entities
     As disclosed in Note 19 the Company has the entire ownership of CityView
     Asia Pty Ltd., which is its only controlled entity.

(f)  Transactions within the group

   The parent in the consolidated entity is CityView Corporation Limited. As
   included in Note 10, CityView Corporation Limited has raised a provision for
   doubtful debt of the Company's interest free operating loan to CityView Asia
   Pty Ltd.

   In addition, Medco Simenggaris Pty Ltd and Medco Madura Pty Ltd owe the
   Company $3,408,082 and $4,544,105 respectively, although these companies are
   not part of the consolidated entity (refer to Note 19).

22.      Commitments for Expenditure
  The cost of any work to the Madura and Simenggaris blocks will be met by the
  Company in proportion to its equity interests.

      There are no other commitments for expenditure.

23.  Subsequent Events
      On 5 March 2004, the Board accepted the resignation of Mr Jumabhoy, who,
      for personal reasons resigned as Director/Chairman of the Company.

      There are no other subsequent events.
24.    Financial Instruments
(a)    Significant Accounting Policies
       Details of the significant accounting policies and methods adopted,
       including the criteria for recognition, the basis of measurement and the
       basis on which revenues and expenses are recognised, in respect of each
       class of financial asset, financial liability and equity instrument are
       outlined in Note 1 to the financial statements.

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

----------------------------------------------------- ---------------------------------------- --------------------------------
                                                                  FIXED INTEREST
----------------------------------------------------- ---------------------------------------- --------------------------------
                              Average     Variable     Less than       1 to 5      More than    Non-Interest        Total
                              Interest     Interest      1 Year        Years        5 years        Bearing
<S>        <C>                                <C>
           2003                rate %         $            $             $             $              $               $
--------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Financial Assets
--------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Cash                           5.06%          -            658,943       -             -              -                658,943
--------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Receivables                      -            -            -             -             -                 6,352           6,352
--------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Financial Liabilities
--------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Payables                         -            -            -             -             -               315,204         315,204
--------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
----------------------------------------------------- ---------------------------------------- --------------------------------

                                       54

<PAGE>

                                                                  FIXED INTEREST
----------------------------------------------------- ---------------------------------------- --------------------------------
                              Average     Variable     Less than    1 to 5 Years   More than    Non-Interest        Total
                              Interest     Interest      1 Year          $          5 years        Bearing
           2002                rate %         $            $                           $              $               $
--------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Financial Assets
--------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Cash                           4.69%          -          1,499,508       -             -              -              1,499,508
--------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Receivables                      -            -            -             -             -                23,612          23,612
--------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------

--------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Financial Liabilities
--------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Payables                         -            -            -             -             -                97,275          97,275
--------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
</TABLE>

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

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

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

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

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

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

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

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

(a)      Marketable Securities

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

(b)      Capitalized Exploration Expenditure

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

(c)      Income tax

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

(d) SFAS 144: Accounting for Impairment of Long-Lived Assets and for Long-Lived
    Assets to be disposed of

                                       55

<PAGE>

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.

(e)      Principles of Consolidation

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

(f)  The company's accounting policy in respect of amortization of carried
     forward exploration expenditure is calculated based on the economically
     recoverable proven reserves of the company. US GAAP requires the
      amortization to be based on the proven and probable reserves of the
     company. As significant production has not commenced CityView has not
     applied this accounting policy in the financial statements for the
     financial periods ended 31 December 1999, 31 December 2000, 31 December
     2001, 31 December 2002 and 31 December 2003 and therefore no reconciliation
     adjustment is required.

(e)      Principles of Consolidation

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

(f) The company's accounting policy in respect of amortization of carried
forward exploration expenditure is calculated based on the economically
recoverable proven reserves of the company. US GAAP requires the amortization to
be based on the proven and probable reserves of the company. As significant
production has not commenced CityView has not applied this accounting policy in
the financial statements for the financial periods ended 31 December 2001, 31
December 20020 and 31 December 2003 and therefore no reconciliation adjustment
is required.

(g)      New Accounting Standards

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

SFAS 146   Accounting for Costs Associated with Exit or Disposal Activities
This statement requires companies to recognize costs associated with exit or
disposal activities, other than SFAS 143 costs, when they are incurred rather
than at the date of a commitment to an exit or disposal plan. Examples of these
costs are lease termination costs, employee severance costs associated with
restructuring, discontinued operation, plant closing or other exit or disposal
activity. This statement is effective after 15 December 2002.

SFAS 147 Acquisitions of Certain Financial Institutions - an amendment of FASB
Statement No. 72 and 144 and FASB Interpretation No. 9.

This statement makes the acquisition of financial institutions come under the
statements 141 and 142 instead of statement 72, 144 and FASB Interpretation No.
9. This statement is applicable for acquisition on or after 1 October 2002.

SFAS 148    Accounting for Stock-Based Compensation - Transition and Disclosure

Amends FASB 123 to provide alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based
employee compensation.

SFAS 149    Amendment of Statement 133 on Derivative Instruments and Hedging
Activities

                                       56

<PAGE>

This Statement amends and clarifies financial accounting and reporting for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives) and for hedging
activities under FASB Statement No. 133, Accounting for Derivative Instruments
and Hedging Activities.

SFAS 150    Financial Instruments with Characteristics of both Liabilities and
Equity

This statement requires that such instruments be classified as liabilities in
the balance sheet. SFAS 150 is effective for financial instruments entered into
or modified after 31 May 2003.

Interpretation No. 46 (FIN 46)

Effective 31 January 2003, The Financial Accounting Standards Board requires
certain variable interest entities to be consolidated by the primary beneficiary
of the entity if the equity investors in the entity do not have the
characteristics of an continuing financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. The Company has not invested
in any such entities and does not expect to do so in the foreseeable future.

 The adoption of these new Statements is not expected to have a material effect
on the Company's current financial position, results or operations or cash
flows.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure -- an Amendment of FASB Statement No.
123." SFAS No. 148 provides alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. The Company does not currently intend to adopt the fair value
based method of measuring compensation associated with stock awards and grants.
As a consequence of continuing to utilize the intrinsic value method of
measuring such compensation, the Company will be required to provide additional
disclosures in its quarterly financial statements which will reflect the impact
on net income and earnings per share on a pro forma basis as if the Company had
applied the fair value method to stock-based employee compensation.


(h)      Employee Stock Purchase Plan

The Company has one stock-based compensation plan. The Company applies
Australian GAAP and related interpretations in accounting for its plans.
Accordingly, no compensation cost has been recognized for its stock option plan.
Under US GAAP under FASB 123, Accounting for Stock Based Compensation,
disclosure is required of compensation expense that would have been recognized
on FASB 123. For the years ended 31 December 1002, 2002 and 2003 no stock based
compensation has been made.

Reconciliation Adjustments
The following reconciliations show the effect on net profit/loss for the
financial periods ended December 31, 2002, 2002 and 2001 using the US GAAP basis
of accounting for the matters outlined in items (a) to (h) above.

<TABLE>
<CAPTION>

                                                       31 Dec 03                    31 Dec 02                 31 Dec 01
Reconciliation Adjustments                         US$             A$                  A$                         A$
-----------------------------------------------------------------------------------------------------------------------------
Net income (loss) after Tax in accordance
<S>                                               <C>          <C>                    <C>                       <C>
with Australian GAAP                              (702,092)    (1,076,003)            (9,303,440))              (4,165,287)

Reconciliation Adjustments
Exploration expenditure written-off as
incurred                                          (381,784)      (509,357)             4,620,002*                     -

-----------------------------------------------------------------------------------------------------------------------------
Net income (loss) after tax in accordance
with US GAAP                                    (1,083,876)    (1,585,390)            (4,683,438)              (4,165,287)
                                              -------------- -------------- ----------------------- -- ---------------------
* Previously already written off for US GAAP purposes.

Earnings (loss) per share after tax in accordance    (.015)         (.026)                  (.07)                    (.08)
 With US GAAP (in cents)

                                       57

<PAGE>

                                                       31 Dec 03                    31 Dec 02                 31 Dec 01
Reconciliation Adjustments                         US$             A$                  A$                         A$
-----------------------------------------------------------------------------------------------------------------------------
Shareholder's equity attributable to member
of the chief entity in accordance with
Australian GAAP                                  6,228,298      8,309,938              9,385,941               15,749,381

Reconciliation Adjustments
Exploration expenditure written-off as
incurred                                        (5,960,163)    (7,952,187)            (7,442,800)             (12,062,802)
-----------------------------------------------------------------------------------------------------------------------------
Total shareholder's equity in accordance
with US GAAP                                       268,135        357,751              1,943,141                3,686,579
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

================

ITEM 18. FINANCIAL STATEMENTS

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

ITEM 19. EXHIBITS

None








                                       58
<PAGE>




                                   SIGNATURES

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

                          CITYVIEW CORPORATION LIMITED










THINAGARAN
Director

Dated: June 25, 2004






                                       59
<PAGE>

CERTIFICATIONS

I, Ee Beng Yew,  the Chief Executive Officer certify that:


1.                I have reviewed this annual report on Form 20-F of CityView
                  Corporation Limited;

2.                Based on my knowledge, this annual report does not contain any
                  untrue statement of a material fact or omit to state a
                  material fact necessary to make the statements made, in light
                  of the circumstances under which such statements were made,
                  not misleading with respect to the period covered by this
                  annual report;

3.                Based on my knowledge, the financial statements, and other
                  financial information included in this annual report, fairly
                  present in all material respects the financial condition,
                  results of operations and cash flows of the registrant as of,
                  and for, the periods presented in this annual report;

4.                The registrant's other certifying officers and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-14 and 15d-14) for the registrant and have:

a.                designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

b.                evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as at the end of the period prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

c.                presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.                The registrant's other certifying officers and I have
                  disclosed, based on our most recent evaluation, to the
                  registrant's auditors and the audit committee of registrant's
                  board of directors (or persons performing the equivalent
                  function):

a.                all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

b.                any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.                The registrant's other certifying officers and I have
                  indicated in this annual report whether or not there were
                  significant changes in internal controls or in other factors
                  that could significantly affect internal controls subsequent
                  to the date of our most recent evaluation, including any
                  corrective actions with regard to significant deficiencies and
                  material weaknesses.




Date: June 25, 2004

                                By:___________________________________________
                                   Ee Beng Yew
                                   Chief Executive Officer


* Provide a separate certification for each principal executive officer and
principal financial officer of the registrant. See Rules 13a-14 and 15d-14. The
required certification must be in the exact form set forth above.

                                       60
<PAGE>

CERTIFICATIONS


I, Ee Beng Yew,  the Chief Financial Officer certify that:


1.                I have reviewed this annual report on Form 20-F of CityView
                  Corporation Limited;

2.                Based on my knowledge, this annual report does not contain any
                  untrue statement of a material fact or omit to state a
                  material fact necessary to make the statements made, in light
                  of the circumstances under which such statements were made,
                  not misleading with respect to the period covered by this
                  annual report;

3.                Based on my knowledge, the financial statements, and other
                  financial information included in this annual report, fairly
                  present in all material respects the financial condition,
                  results of operations and cash flows of the registrant as of,
                  and for, the periods presented in this annual report;

4.                The registrant's other certifying officers and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-14 and 15d-14) for the registrant and have:

d.                designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

e.                evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as at the end of the period prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

f.                presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;


5.                The registrant's other certifying officers and I have
                  disclosed, based on our most recent evaluation, to the
                  registrant's auditors and the audit committee of registrant's
                  board of directors (or persons performing the equivalent
                  function):

c.                all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

d.                any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and


6.                The registrant's other certifying officers and I have
                  indicated in this annual report whether or not there were
                  significant changes in internal controls or in other factors
                  that could significantly affect internal controls subsequent
                  to the date of our most recent evaluation, including any
                  corrective actions with regard to significant deficiencies and
                  material weaknesses.




Date: June 25, 2004

                                By:___________________________________________
                                   Ee Beng Yew
                                   Chief Financial Officer



                                       61
<PAGE>

                                  Exhibit 99.1


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of CityView Corporation Limited (the
"Company") on Form 20-F for the fiscal year ended December 31, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I,Ee Beng Yew, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002,
that:

         (1) The Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
            material respects, the financial condition and result of operations
            of the Company.






Ee Beng Yew
June 25, 2004





                                       62

<PAGE>



                                  Exhibit 99.2


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of CityView Corporation Limited (the
"Company") on Form 20-F for the fiscal year ended December 31, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Ee Beng Yew, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002,
that:

         (1) The Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
            material respects, the financial condition and result of operations
            of the Company.







Ee Beng Yew
June 25, 2004

                                       63