SECURITIES
AND EXCHANGE COMMISSION





FORM
20-F







(Mark
One)




[_]
            REGISTRATION
      STATEMENT PURSUANT TO SECTION 12(b) OR (g)
              OF
      THE SECURITIES EXCHANGE ACT OF 1934





OR





[X]
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES
      EXCHANGE ACT OF 1934





For the
fiscal year ended December 31, 2008





OR





[_]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE
      SECURITIES EXCHANGE ACT OF 1934





For the
transition period from __________________ to __________________





OR





[_]
            SHELL
      COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF
      THE SECURITIES EXCHANGE ACT OF 1934





Date of
event requiring this shell company report
_________________________________





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)




1





Level 9,
28 The Esplanade, Perth, Western Australia 6000


(Address
of principal executive offices)





Mr Mark
Smyth, (61-8) 9226 4788, mark@cityviewcorp.com,
address (above)


(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact
Person)




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




Title
      of each class
            Name
      of each exchange on which registeredNone
            ________________________________________________________________
            ________________________________





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





Ordinary
Shares


(Title of
Class)








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





None


(Title of
Class)





Indicate
the number of outstanding shares of each of the issuer's classes of capital or
common stock as of the close of the period covered by the annual
report.





561,873,441
ordinary shares as at December 31, 2008





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 [Missing Graphic Reference]of the Securities Act.





Yes ____
No X





If this
report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.





Yes ___
No X




2





Note –
Checking the box above will not relieve any registrant required to file reports
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from
their obligations under those Sections.





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.


Yes X No
____





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
one):





Large
accelerated filer ____ Accelerated filer ____ Non-accelerated filer
X





Indicate
by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:





U.S. GAAP
____ International Financial Reporting Standards as issued by the International
Accounting Standards Board  X  Other ____





If
“Other” has been checked in response to the previous question, indicate by check
mark which financial statement item the registrant has elected to
follow.


Item 17
____Item 18 ____





If this
is an annual report, indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange
Act).  Yes  No X





(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 X




3





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 form as it appeared in the Annual Report for the year
ended December 31, 2008 as filed with Australian Securities Exchange Limited on
March 31, 2009 (as amended).




M A
      Africano
                              Chairman
                              Appointed
      October 22, 2008P M
      Smyth
                              Chief
      Executive
                              Appointed
      March 6, 2006P
      Rand
                              Director
                              Appointed
      October 27, 2008B R
      Brady
                              Director
                              Appointed
      June 29, 2009W V
      Reid
                              Director
                              Appointed
      October 27, 2008 (Resigned June 29, 2009)R J
      F Brothers
                              Director
                              Appointed
      December 4, 2007 (Resigned April 8, 2009)P G
      H Smith
                              Director
                              Resigned
      April 21, 2008I R
      Egan
                              Director
                              Resigned
      October 27, 2008N P
      Hoexter
                              Director
                              Resigned
      October 27, 2008P A
      de Chazal
                              Director
                              Resigned
      October 27, 2008Company
      SecretaryP R
      Williams
                              Appointed
      July 31, 2007 (Resigned April 8, 2009)P M
      Smyth
                              Appointed
      April 8, 2009Registered
      OfficeLevel
      9,28
      The EsplanadePerth       Western
      Australia   6000Principal
      Place of BusinessLevel
      9,28
      The EsplanadePerth       Western
      Australia   6000Telephone:      (61-8)
      9226 4788Facsimile:         (61-8)
      9266 4799Email:                info@cityviewcorp.comWeb:                 www.cityviewcorp.com




Auditor
- Australia





Somes and
Cooke


1304 Hay
Street


West
Perth   Western Australia   6005





Public
Registered Auditor





Michael
F. Albanese, CPA


18 Lisa
Court


Parsippany,
New Jersey 07054




4





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





Corrs
Chambers Westgarth


240 St
George’s Terrace


Perth
Western Australia 6001





Attorney
- USA





Stephen
J. Czarnik


Cohen
& Czarnik LLP


17 State
Street, 39th Floor


New York,
New York 10004




5




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 were examined by Michael F. Albanese, CPA for
year ended December 31, 2008 and BDO Kendalls (“BDO”) for years ended December
31, 2006 and 2007.
 
 The
consolidated financial statements are presented in Australian dollars and have
been prepared in accordance with Australian equivalents to international
financial reporting standards ("Australian IFRS").
Compliance with Australian IFRS ensures that the consolidated financial
statements and notes for CityView Corporation Limited comply with the
International Financial Reporting Standards as adopted by the IASB.
 
 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, 2006 through
2008 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.
 
 Statement
of Loss and Accumulated Deficit Data:
 
 Year
      Ended
                                              December
      31
                                              2004
                                            
                                            
                                            Year
      Ended
                                              December
      31
                                              2005
                                            
                                            
                                            Year
      Ended
                                              December
      31
                                              2006
                                              Restated
                                            
                                            
                                            Year
      Ended
                                              December
                                              31
                                              2007
                                              Restated
                                            
                                            
                                            Year
      Ended
                                              December
                                              31
                                              2008
                                              RestatedAmounts
      in Accordance withAustralian
      IFRS
                                            
                                            AUD$
                                            
                                            
                                            AUD$
                                            
                                            
                                            AUD$
                                            
                                            
                                            AUD$
                                            
                                            
                                            AUD$Income
      Statement Data:Operating
      RevenuesNet
      Loss 1
                                            
                                            
                                            (688,710
                                            )
                                            
                                            
                                            (2,784,287
                                            )
                                            
                                            
                                            (9,056,393
                                            )
                                            
                                            
                                            (13,974,696
                                            )
                                            
                                            
                                            (37,114,763
                                            )Per
      Ordinary Share (dollars)
                                            
                                            
                                            (.098
                                            )
                                            
                                            
                                            (.345
                                            )
                                            
                                            
                                            (.647
                                            )
                                            
                                            
                                            (.550
                                            )
                                            
                                            
                                            (.875
                                            )Balance
      Sheet Data:Total
      Assets
                                            
                                            
                                            9,358,801
                                            
                                            
                                            
                                            6,147,785
                                            
                                            
                                            
                                            934,993
                                            
                                            
                                            
                                            12,262,104
                                            
                                            
                                            
                                            97,595Shareholders
      Equity
                                            
                                            
                                            8,671,228
                                            
                                            
                                            
                                            5,886,941
                                            
                                            
                                            
                                            922,490
                                            
                                            
                                            
                                            11,961,999
                                            
                                            
                                            
                                            84,585
 
 1
              Net
      income (loss) consists of operating profit (loss) after income tax
      attributable to members of the parent
entity.
  6
  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.
              Five
      Most Recent Financial Years
 
 Period
                    High
                    Low
                    Period
      End
                    Average12
      months to December 31, 2004
                    0.8005
                    0.6773
                    0.7801
                    0.737112
      months to December 31, 2005
                    0.7988
                    0.7233
                    0.7301
                    0.762812
      months to December 31, 2006
                    0.7929
                    0.7014
                    0.7893
                    0.753612
      months to December 31, 2007
                    0.9400
                    0.7672
                    0.8767
                    0.838912
      months to December 31, 2008
                    0.9849
                    0.6005
                    0.6907
                    0.8529
 
 B.         Previous
Six Months
 
 Period
                  High
                  Low
                  Period
      End
                  AverageNovember
      1 to November 30, 2008
                  0.7013
                  0.6073
                  0.6555
                  0.6570October
      1 to October 31, 2008
                  0.8096
                  0.6005
                  0.6778
                  0.6925September
      1 to September 30, 2008
                  0.8579
                  0.7800
                  0.8211
                  0.8239August
      1 to August 31, 2008
                  0.9477
                  0.8493
                  0.8585
                  0.8855July
      1 to July 31, 2008
                  0.9849
                  0.9411
                  0.9476
                  0.9636June
      1 to June 30, 2008
                  0.9646
                  0.9327
                  0.9615
                  0.9522
 
 C.         Latest
Practicable Date
 
 At July
3, 2009 the Australian dollar expressed in US dollars per AUD$1.00 was
$0.8019.
 
 [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 continue to
trade on the OTCBB under the symbol CTVWF.
 
 As of
July 3, 2009 the Company had 3,917 holders of record of its Ordinary
Shares.
 
 7
 The
Company has not paid any dividends since its inception and does not anticipate
paying any dividends on its Ordinary Shares in the foreseeable
future.
 The
following reflects the high and low bid price for the Company’s Ordinary Shares
as reflected on the company’s home exchange,  the Australian
Securities Exchange Limited for the last two years and the most recent quarter
ended June 30, 2009.
 
 Quarter
      Ending
                  High
                    AUD
      $
                  High
                    US
      $
                  Low
                    AUD
      $
                  Low
                    US
      $
                  VolumeSeptember
      2007
                  0.165
                  0.146
                  0.115
                  0.102
                  521,634,881December
      2007
                  0.320
                  0.280
                  0.200
                  0.175
                  574,372,682March
      2008
                  0.260
                  0.238
                  0.098
                  0.090
                  342,122,937June
      2008
                  0.265
                  0.250
                  0.094
                  0.089
                  343,748,850September
      2008
                  0.150
                  0.133
                  0.032
                  0.028
                  270,691,991December
      2008
                  0.042
                  0.028
                  0.007
                  0.004
                  338,381,690March
      2009
                  0.024
                  0.016
                  0.007
                  0.005
                  608,492,224June
      2009
                  0.011
                  0.008
                  0.005
                  0.004
                  480,185,432
 
 Company
Auditors
 
 Somes and
Cooke is the Company’s independent auditor in Australia.
 
 Michael
F. Albanese, CPA is the Independent Registered Public Accountant in the
USA.
 
 Capitalization
and Indebtedness
 
 Not
applicable.
 
 Reasons
for the Offer and Use of Proceeds
 
 Not
applicable.
 
 Risk
Factors
 
 Risks In
Respect of the Company’s Commodity Resources Portfolio
 
 1.
              Commodity
      prices;
 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 Angola 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 Angola.
 
 8
 There is
no assurance that any of the Company’s resources 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.
 
 Risk
factors are highlighted in greater detail under item 4.B – Business Overview on
page 10 of this report.
 
 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
and Glenvale Associates Limited (deconsolidated during the twelve months ended
December 31, 2008).
 
 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 2004 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.  Accordingly, 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 100 F Street, N. E., 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, 2008.
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 PCAOB Generally Accepted
Auditing Standards.  The Company also produces quarterly reports as
required by Australian Securities 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 IFRS, which are required to be furnished to
shareholders under Australian law.
 
 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 Securities 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 are focused on energy, minerals, gold and
diamonds.
 
 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.
 
 9
 Australian
Securities 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
Securities Exchange Limited. The Company believes that it is in compliance with
the foregoing Australian laws and regulations.
 
 B           Business
Overview
 
 General
 
 The
Company’s primary focus is on Angola.
 
 Angola
was selected after considering resources prospectively, demand for the produced
product, availability of supportive infrastructure, foreign company
participation terms and conditions and sovereign risk.
 
 The
principal continuing activities of CityView Corporation Limited are the
acquisition and development of a commodity portfolio – gold, base metals, rare
earths, coal, iron ore, diamonds, oil and oil refinery interests.
 
 Benefits
Associated with Angola
 
 Angola
has a record for honouring participation agreements and keeping tax and terms
stable. As with Mozambique and some other African countries with similar
experiences, Angola is now very stable in spite of having experienced a thirty
year civil war which finished approximately five years ago.  Since
that time Angola has established important international connections as a key
resource rich country.  It has not only become a significant supplier
of oil to USA but also to China.
 
 Risks
Associated With Angola
 
 There are
a number of factors, which could have a material downside effect on any future
financial performance in Angola, or the value of the shares in the Company.
These factors include:
 
 ·
              Fluctuations
      in the world market price of oil and gas and
  minerals;
  ·
                Abnormal
      interruptions in production or delivery resulting from war, political
      disturbance, civil unrest or industrial
  disruption;
  ·
                Changes
      in government regulations or the relevant fiscal
  regime.
  ·
              Unforeseen
      adverse geological conditions;
  ·
              Unavailability
      or excessive costs of industry service support, caused by any of the
      above.
  The
Company believes that the benefits described above 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 resource opportunities in Angola include consideration of
the following:
 
 ·
              Review
      of geological and geophysical information
  available.
  ·
              Assessing
      proximity of the prospect to a means of transporting the production to
      market. The foregoing component of production costs can significantly
      affect the economics of a project.
  ·
              Assessing
      access to support services such as engineering, rig services and service
      contractors.  Costs for mobilization and demobilization of such
      services are an important
consideration.
  ·
              Assessing
      field prospects, usually determined by quality and quantity of
      geophysical, geological, petrophysical and production data
      available.
  ·
              Assessing
      the degree of difficulty in producing the prospect from an engineering
      perspective, to enable an accurate assessment of production
      costs.
  ·
              Conducting
      commercial analysis to establish the ability of a particular project to
      achieve adequate rate of return on
investment.
 
 10
 Evaluation
Techniques
 
 Experienced
geologists and geophysicists are engaged as contractors to employ the
technologies of investigation in assessing prospects.  These include
reprocessing and reinterpretation of existing seismic
data.  Afterwards the data in its original interpreted form can be
enhanced to enable more accurate mapping of the structure. The technology
available for seismic acquisition and processing is continually being improved.
Interpretation tools such as computer mapping and modelling packages enable
greater amounts of data to be processed and superior interpretations to be
made.  This data is interpreted utilizing experienced engineers and
advanced software packages designed for such analysis. The results are then
integrated with the geological and geophysical information, in an endeavour to
use one form of analysis to confirm the other. 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.
 
 Resources
Portfolio
 
 A.           Angola
 
 Metals
 
 During
the year CityView completed the transfer of its working interest in the Longonjo
and Ucua licence areas to Fortitude Minerals Limited (”Fortitude”) for 15
million shares of Fortitude.  CityView has steadily increased this
holding in Fortitude to 24,646,103 shares of a total of 54,832,103 shares,
representing a 45% approximately equity in Fortitude.
 
 The
licence areas held by Fortitude are:-
  Commodity
                                      License
                                      Percentage
                                      AreaCopper
                                      Cachoeiras
      de Binga
                                      80%
                                      3,615
      sq kmZenza
      Dondo
                                      70%
                                      747
      sq kmBenguela
                                      70%
                                      3,943
      sq kmBengual
      SW
                                      80%
                                      355
      sq kmBentiabe
                                      80%
                                      183
      sq kmGold
                                      Chipindo
                                      60%
                                      1,433
      sq kmCarbonatite
                                      Longonjo
      Minerals
                                      70%
                                      3,760
      sq kmPegmatite
                                      Ucua
                                      70%
                                      3,760
      sq kmDiamonds
                                      Longonjo
      Diamonds
                                      38%
                                      3,000
      sq Km18,405
      sq
km
  Oil
 
 Following
an extensive data review of four blocks offshore Angola and calculating the
timing amount of development capital required, it was decided not to proceed
with the offshore programme (the oil price having fallen heavily).
 
 Instead
CityView decided to focus on the acquisition of a crude oil refinery which had
been offered under option to CityView.  The refinery has a 55,000
barrels per day capacity (readily capable of being increased to 100,000 barrels
per day capacity) and its design is suitable for West Africa.
 
 11
 An
extensive technical review has been undertaken to determine inter alia the
optimum location, which was finally agreed to be the Niger
Delta.  Deanshanger Project Limited (“Deanshanger”) has been appointed
as the project co-ordinator.  Under the terms of the joint venture
Deanshanger will own two-thirds of the refinery and CityView one-third, with
each party sharing the costs of purchase and installation and operation on a
pro-rata basis.
 
 Diamonds
 
 CityView
initially acquired an option to take up 100% of Canzar Resources Limited, the
holder of interests in the Luachisse and Nhefo alluvial and kimberlite diamond
concession areas in Angola:
  Concession
                      Percentage
                      AreaLuachisse
                      41%
                      2,720
      sq kmNhefo
                      42%
                      3,280
      sq km
  CityView
then converted its option into a 10% net profits interest of Canzar’s percentage
share of the Luachisse and Nhefo alluvial diamond concessions.
 
 In mid
2008 CityView concluded negotiations with Pensador Resources Inc. to finance the
projects in which CityView held interests or was evaluating.  Because
of the worldwide banking crisis which occurred in the second half of 2008
Pensador was not able to fulfil its obligations: CityView accordingly terminated
its arrangements with Pensador.
 
 Under the
terms of the unwinding agreements, CityView transferred its 10% net profits
interest in Nhefo and Luachisse alluvials to Pensador in return for (i) gaining
18.5% of Angola Diamond Holdings Limited, the parent company of Canzar and (ii)
acquiring the right to receivables of $2.3 million (₤1.1 million) and $4.6
million (US$3.2 million) owing by Fortitude Minerals Limited.
 
 B.            Organizational
Structure
 
 The
Company conducts its operations through itself and its wholly owned subsidiary
CityView Asia Pty Ltd.
 
 C.           Property,
Plant and Equipment
 
 The
Property, Plant and Equipment consist of Office Equipment and
Furniture.
 
 D.           Particulars
of Mineral Leases – Longonjo and Ucua Angola
 
 During
the year CityView completed the transfer of its working interest in the Longonjo
and Ucua licence areas to Fortitude Minerals Limited (“Fortitude”) for 15
million shares of Fortitude.  CityView has steadily increased this
holding in Fortitude to 24,646,103 shares of a total of 54,832,103 shares,
representing a 45% approximately equity in Fortitude.
 
 Executive
Address
 
 The
Company’s registered office is located at Level 9, 28 The Esplanade, Perth,
Western Australia 6000.  The Company’s principal place of business is
leased premises at Level 9, 28 The Esplanade, Perth, Western Australia 6000,
telephone:  (61 8) 9226 4788, fax: (61 8) 9226 4799, email:
info@cityviewcorp.com, website: www.cityviewcorp.com.
 
 12
  ITEM
5.                      OPERATING AND FINANCIAL REVIEW AND
PROSPECTS
 
 A.          
 Operating results
 
 The
current financial period is for the twelve months ended December 31, 2008. The
Company's consolidated financial statements are prepared in accordance with
Australian International Financial Reporting Standards ("Australian
IFRS").
 
 The
following discussion references the amounts computed in accordance with
Australian IFRS for the results of operations of the Company for the financial
periods ended December 31, 2008, 2007 and 2006.
 
 Principal
Activities
 
 The
principal continuing activities of CityView Corporation Limited are the
acquisition and development of a commodity portfolio – gold, base metals, rare
earths, coal, iron ore, diamonds, oil and oil refinery interests. There have
been no significant changes in the principal activities of the Group during the
financial year.
 
 Results
of Operations
 
 The
discussion set forth below relates to the Company's results of operations as
prepared in accordance with Australian IFRS for the financial periods ended
December 31, 2008, 2007 and 2006.
 
 Year
Ended December 31, 2008 Compared To Year Ended December 31, 2007
 
 The net
loss of the consolidated entity for the financial year after providing for
income tax and eliminating outside equity interests was AUD$37,114,763 compared
to a loss of AUD$13,974,696 for the previous financial year.  There
was an increase of impairment of other financial assets of AUD$30,607,931
compared to AUD$5,267,620 for the previous financial year and as a result there
was an increase in the operating loss compared to last year.
 
 Year
Ended December 31, 2007 Compared To Year Ended December 31, 2006
 
 The net
loss of the consolidated entity for the financial year after providing for
income tax and eliminating outside equity interests was AUD$13,974,696 compared
to a loss of AUD$9,056,393 for the previous financial year. There was an
increase of impairment of other financial assets of AUD$5,267,620 compared to
AUD$2,034,668 for the previous financial year and as a result there was an
increase in the operating loss compared to last year. There were no loan write
off’s or bad debt’s this year and as a result there was an increase in the
operating loss compared to last year.
 
 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 5 years.
 
 Review
of Operations
 
 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.
 
 Director/Employee
Share and Option Benefits
 
 The
shareholders of the Company at its annual general meeting held on May 19, 2008
approved an issue of options to R J F Brothers. A total of 3,000,000 options
were issued to R J F Brothers under the scheme during 2008. 7,000,000 options
were issued during 2007 and no options were issued in 2006.
 
 13
 Options
 
 At the
date of this report all options issued are fully vested.
 
 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 Angola 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 Angola 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 Angolan average inflation rates for the five years
beginning 2004 were as follows:
  2004
                        2005
                        2006
                        2007
                        2008Inflation
      Rates %
                        76.0%
                        44.0%
                        23.0%
                        12.5%
                        12.2%
  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 Angola 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
Angola where there has been a long established petroleum and mineral industry,
with significant elements of foreign capital investments.
 
 Angola
which is a separate national state, 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 Angola are by way of
contract between a subsidiary of the Company and bodies which are wholly owned
arms of the Government of Angola. These contracts are subject to controls and
regulations by the contracting parties and by the particular
governments.  These factors, in addition to the usual exploration and
production risk and the economic and political stability of the host countries,
must all be taken into account in relation to the Company's operations in
Angola.
 
 Other
than the effect of the government's economic fiscal monetary or political
policies of Angola, or factors upon the operations of the Company, these
policies or factors do not affect investments by United States Nationals in
Ordinary Shares of the Company.
 
 Likely
Developments and Expected Results of Operations
 
 Information
on likely developments and expected results of operations  (i.e.
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.
 
 14
 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.
 
 C.           Liquidity
and Capital Resources
 
 Year
Ended December 31, 2008 compared to Year Ended December 31, 2007
 
 At
December 31, 2008, the Company had a working capital of AUD$59,830 compared to a
working capital of AUD$11,927,107 at December 31, 2007.
 
 Cash flow
used in operating activities increased from AUD$1,460,675 in the year ended
December 31, 2007 to AUD$5,211,005 in the year ended December 31, 2008. The
primary differences for the increase in funds used, was for an increase in
consulting and marketing fees.
 
 Cash flow
used for investing increased from AUD$9,017,453 for the year ended December 31,
2007 to AUD$12,941,405 in the year ended December 31, 2008. The increase in
funds used for investing activities was primarily due to the purchase of mining
leases in Angola.
 
 The
Company generated cash flows from financing activities of AUD$6,120,559 after
fees and expenses in the year ended December 31, 2008 compared to AUD$21,732,451
in the year ended December 31, 2007. Cash flows from financing activities were
generated by way of a rights issue to shareholders and new share
placements.
 
 Year
Ended December 31, 2007 compared to Year Ended December 31, 2006
 
 At
December 31, 2007, the Company had a working capital of AUD$11,927,107 compared
to a working capital of AUD$911,616 at December 31, 2006.
 
 Cash flow
used in operating activities increased from AUD$956,698 in the year ended
December 31, 2006 to AUD$1,460,675 in the year ended December 31, 2007. The
primary differences for the increase in funds used, was for an increase in
consulting and marketing fees.
 
 Cash flow
used for investing increased from AUD$1,114,308 for the year ended December 31,
2006 to AUD$9,017,453 in the year ended December 31, 2007. The increase in funds
used for investing activities was primarily due to the purchase of mining leases
in Angola.
 
 The
Company generated cash flows from financing activities of AUD$21,732,451 after
fees and expenses in the year ended December 31, 2007 compared to AUD$2,811,442
in the year ended December 31, 2006. Cash flows from financing activities were
generated by way of a rights issue to shareholders and new share
placements.
 
 D.           Research
and Development, Patents and Licences
 
 Not
applicable.
 
 E.           Trend
Information
 
 Not
applicable.
 
 F.           Off-Balance
Sheet Arrangements
 
 The
Company does not have any off balance sheet arrangements in place.
 
 15
 G.           Tabular
Disclosures of Contractual Obligations
 
 The cost
of any work to the Angolan 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.
 
 H.           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
                                    PositionM A
      Africano
                                    50
                                    Chairman
                                    Appointed
      October 22, 2008P M
      Smyth
                                    69
                                    Chief
      Executive
                                    Appointed
      March 6, 2006P
      Rand
                                    57
                                    Director
                                    Appointed
      October 27, 2008B R
      Brady
                                    68
                                    Director
                                    Appointed
      June 29, 2009W V
      Reid
                                    71
                                    Director
                                    Appointed
      October 27, 2008(Resigned
      June 29, 2009)R J
      F Brothers
                                    67
                                    Director
                                    Appointed
      December 4, 2007(Resigned
      8 April 2009)P G
      H Smith
                                    76
                                    Director
                                    Resigned
      April 21, 2008I R
      Egan
                                    61
                                    Director
                                    Resigned
      October 27, 2008N P
      Hoexter
                                    64
                                    Director
                                    Resigned
      October 27, 2008P A
      de Chazal
                                    66
                                    Director
                                    Resigned
      October 27,
2008
 
 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:
 
 Manuel Antonio Africano –
Chairman. Age: 50
 Mr
Africano, who is based in Angola, is an expert at doing business in Africa. He
recently retired as the Minister for Geology and Mines in Angola and during his
term as a senior Minister in the Cabinet he successfully assisted in the
rebuilding of Angola’s fractured post-war economy.
 
 Mr
Africano has been the General Co-ordinator of the African Diamond Producers
Association and during Angola’s war of independence he was the Director of
Mobilisation supervising activities in Europe.
 
 Mr
Africano has a Masters Degree in International Relations from the Sorbonne
University Paris where he also studied for a doctorate in economics. Mr Africano
is fluent in Portuguese, French, English and a number of African languages and
has an outstanding network throughout Africa and the Middle East.
 
 16
  Peter Mark Smyth – Chief
Executive and Company Secretary. Age: 69
 Mr Smyth
has over 40 years of experience in the natural resources sector, which commenced
with Selection Trust where he was part of the project development teams for Mt.
Newman iron ore and Agnew nickel projects in Australia.  Since 1975 he
has co-founded a number of successful companies involved in the exploration and
production of gold, oil, gas and diamonds around the world. He was appointed to
the Board on March 6, 2006.
 
 Philip Rand – Non Executive
Director. Age: 57
 Mr Rand,
who is based in London, has many years experience in the upstream energy sector
working in complex geographical and political environments.
 
 Mr Rand
is currently chief executive and chief financial officer of Equator Exploration
Limited with operations in West Africa and is a non-executive director of
Victoria Oil & Gas PLC and also the Cyprus based Falcon group which has
connections with the Abu Dhabi National Oil Co.
 
 Bernard Robert Brady – Non
Executive Director. Age: 68
 Bernard
Brady joined the Commonwealth Bank in 1958 holding various positions in general
banking, lending and administration.  He was seconded to the Solomon
Islands Planning Group in Sydney in 1980 to assist the Solomons in setting up
their own national bank after independence.  He was subsequently posted to
Solomons for two years as Manager.  Returned to Australia (Sydney) in 1983
and was promoted to executive status in 1988.
  He
resigned from the Commonwealth Bank in 1994 to set up a business which he sold
in 2002.
  Mr Brady
is based in NSW and acts as Chairman of CityView's Audit Committee.
  Wayne Vivian Reid – Non
Executive Director. Age: 71
 Mr Reid
is based in Melbourne and was Chairman of CityView’s Audit
Committee.
 
 He is an
experienced public company director having been a director of a number of major
Australian companies covering a wide range of business interests. He has been
awarded the O.B.E. medal for a lifetime contribution for honorary services to
the community and sport.
 
 Robert John Francis Brothers –
Non Executive Director. Age: 67
 Mr
Brothers is based in Hong Kong and for over 20 years, owned and operated gas
tankers and floating gas storage facilities through Beckworth Enterprises Inc, a
ship owning group specialising in the carriage of liquid refrigerated petroleum
gas.  Prior to working for his own account Mr Brothers was an
executive director of the substantial Hong Kong conglomerate Wheelock Marden
& Co Ltd.
 
 Peter George Hunt Smith – Non
Executive Director. Age: 76
 Mr Smith
is a former international banker who served Westpac Bank for 40 years leading to
a position as a Senior Manager Asian Banking & Oil & Gas. Mr Smith has a
large network of corporate clients and has attended many Government sponsored
Trade Missions promoting Western Australia, as well as being responsible for
opening an oil & gas office for Westpac in Houston, Texas.
 
 Ian Egan – Non Executive
Director. Age: 61
 Mr Egan
is based in Melbourne and has extensive operational and Board experience in
relation to the development of new operations and the management of established
operations. He has worked in the mining industry for more than 35 years, holding
senior management positions at BHP including Group General Manager BHP Titanium
Minerals and General manager Non-Ferrous Metals BHP Minerals.
 
 Mr Egan
is the Chairman of Fortitude Minerals Limited and is non-executive director of
Kenmare Resources Limited.
 
 Nicholas Paul Hoexter – Non
Executive Director. Age: 64
 Mr
Hoexter is based in London and has been a senior member of BP’s HQ policy unit
“think tank” and chief economist unit reporting to the main Board of BP. Mr
Hoexter has a wide international business experience and is particularly skilled
at project evaluation, having been a member of the BP/Selection Trust takeover
evaluation/negotiation team.  Mr Hoexter was also Chief Executive of
the in-house asset leasing company of BG plc.
 
 17
 Paul Andre de Chazal – Non
Executive Director. Age: 66
 Mr de
Chazal, who is based in London, was a partner involved for over thirty years in
the international affairs of Simmons & Simmons, one of the world’s largest
international law firms. He has acted for many substantial industrial and
financial companies.  Mr de Chazal has been a director of a number of
insurance companies and was for many years a director of the executive committee
of the Belgian-Luxemburg Chamber of Commerce in Great Britain.
 
 B.           Compensation
 
 Remuneration
of Directors
 
 The
remuneration report is set out under the following main headings:
 
 A           Principles
used to determine the nature and amount of remuneration
 B           Details
of remuneration
 C           Service
agreements
 D           Share
based compensation
 E           Additional
information
 
 The
information provided under headings A to E includes remuneration disclosures
that are required under Accounting Standard AASB 124 Related Party Disclosures.
These disclosures have been transferred from the financial report and have been
audited.
 
 There has
been no share based payments to the directors or key management personnel under
the employee share and option plan introduced and approved by shareholders at
the company’s annual general meeting on May 4, 2007.
 
 There is
no further additional information.
 
 A           Principles
used to determine the nature and amount of remuneration
 
 The Board
of Directors is responsible for determining and reviewing compensation
arrangements for the directors.  The Board assesses the
appropriateness of the nature and amount of emoluments of such officers on a
periodic basis by reference to relevant employment market conditions with the
overall objective of ensuring maximum stakeholder benefit from the retention of
a high quality board and executive team.  Such officers are given the
opportunity to receive their base emolument in a variety of forms including cash
and other non-cash payments.  It is intended that the manner of
payment chosen will be optimal for the recipient without creating undue cost for
the Company. To assist in achieving these objectives, the Board links the nature
and amount of executive directors’ and officers’ emoluments on an annual basis
based on market conditions.
 
 On May 4,
2007 at the company annual general meeting the directors proposed a monthly fee
payable to all directors of $2,500 p/month which was approved by
shareholders.
 
 The only
relationship between shareholder wealth, company performance and remuneration is
the effect that the underlying share price has on the valuation of key
management personnel options.
 
 The Board
has not established a remuneration committee in view of the size of the Company.
The CEO and Company Secretary, Mr Mark Smyth has a service agreement with the
company.
 
 The Board
is responsible for determining and reviewing compensation arrangements for the
directors themselves.
 
 18
 B           Details
of Remuneration
 
 Details
of the nature of each element of the emoluments of each key management personnel
paid during 2008 are as follows:
  Short-term
      employee benefits
                          Post-employment
                            Benefit
                          Share-based
                            payments
 2008
                                  Name
                                Cash
      salary and
                                  service
      fees
                                  $
                                Performance
                                  fees
                                  $
                                Superannuation
                                  $
                                Equity
      Options
                                  $
                                Total
                                  $
                                %
      Linked to
                                  PerformanceM
      A Africano
                                -
                                -
                                -
                                -
                                -
                                -P
      M Smyth
                                250,000
                                -
                                -
                                -
                                250,000
                                -R
      J F Brothers
                                30,000
                                -
                                -
                                201,230
                                231,230
                                -P
      Rand
                                -
                                -
                                -
                                -
                                -
                                -W
      V Reid
                                -
                                -
                                -
                                -
                                -
                                -P
      G H Smith
                                10,000
                                -
                                -
                                -
                                10,000
                                -I
      R Egan
                                12,500
                                -
                                -
                                -
                                12,500
                                -N
      P Hoexter
                                27,500
                                -
                                -
                                -
                                27,500
                                -P
      A de Chazal
                                22,500
                                -
                                -
                                -
                                22,500
                                -Total
      key management personnel compensation
                                352,500
                                -
                                -
                                201,230
                                553,730
                                -Other
      ExecutivesP
      R Williams
                                138,190
                                -
                                4,810
                                -
                                143,000
                                -
 
 There
were no other key management personnel of the company during the financial
year.
  Short-term
      employee benefits
                            Post-employment
                              Benefit
                            Share-based
                              payments
 2007
                                          Name
                                        Cash
      salary and
                                          service
      fees
                                          $
                                        Performance
                                          fees
                                          $
                                        Superannuation
                                          $
                                        Equity
      Options
                                          $
                                        Total
                                          $
                                        %
      Linked to
                                          PerformanceP
      M Smyth
                                        195,000
                                        -
                                        -
                                        690,000
                                        885,000
                                        -P
      G H Smith
                                        15,000
                                        -
                                        -
                                        417,000
                                        432,000
                                        -N
      P Hoexter
                                        -
                                        -
                                        -
                                        417,000
                                        417,000
                                        -P
      A de Chazal
                                        7,500
                                        -
                                        -
                                        417,000
                                        424,500
                                        -R
      J F Brothers
                                        -
                                        -
                                        -
                                        -
                                        -
                                        -J
      H Jacoby
                                        6,000
                                        -
                                        -
                                        276,000
                                        282,000
                                        -M
      al Ansari
                                        20,000
                                        -
                                        -
                                        -
                                        20,000
                                        -Total
      key management personnel compensation
                                        243,500
                                        -
                                        -
                                        2,217,000
                                        2,460,500
                                        -Other
      ExecutivesP
      R Williams
                                        127,560
                                        -
                                        4,440
                                        352,400
                                        484,400
                                        -
 
 C           Service
Agreements
 
 Romarcam
Investments Pty Ltd has contracted to provide the services of Mr Mark Smyth to
act as Chief Executive of CityView Corporation Limited.   Mr
Smyth took up the position of Chief Executive on March 6, 2006. The contract is
for a period of up to five years and can be terminated by either party on one
year’s notice.  The fees payable under the contract are $15,000 per
month. Mr Smyth also receives a director’s fee of $2,500 per month which was
approved by shareholders at the company’s annual general meeting held on May 4,
2007.
 
 19
 Mr P R
Williams was contracted to provide accounting, administration and Company
secretarial duties. The fees payable under the contract were $11,000 per month
including superannuation.  Mr Williams resigned on April 8,
2009.
 
 No other
key management personnel have service agreements with the company.
 
 D           Share
based compensation
 
 Options
 Options
over shares in CityView Corporation Limited are granted under the CityView
Corporation Limited Employee Share and Option Plan which was approved by
shareholders at the 2007 annual general meeting. The Employee Share and Option
Plan is designed to provide long term incentives for executives to deliver long
term shareholder returns. Participation in the plan is at the Board’s discretion
and no individual has a contractual right to participate in the plan or to
receive any guarantee benefits.
 
 The terms
and conditions of each grant of options affecting remuneration in the previous,
this or future reporting periods are below.
 
 Summary
of options granted to Directors from January 1, 2008 to December 31, 2008 are as
follows:
 
 Grant
      date
                      Date
      vested
                      Expiry
      date
                      Exercise
      price
                      Value
      per option at
                        grant
      dateMay
      23, 2008
                      May
      23, 2008
                      November
      30, 2009
                      $0.15
                      $0.067
 
 Summary
of options granted under ESOP from January 1, 2008 to December 31, 2008 are as
follows:
 
 Grant
      date
                    Date
      vested
                    Expiry
      date
                    Exercise
      price
                    Value
      per option at
                      grant
      dateNil
                    Nil
                    Nil
                    Nil
                    Nil
 
 Options
granted under the plan carry no dividend or voting rights.
 
 When
exercisable, each option is convertible into one ordinary share.
 
 Details
of options over ordinary shares in the company provided as remuneration to each
of the key management personnel of CityView Corporation Limited are set out
below. When exercisable, each option is convertible into one ordinary share of
CityView Corporation Limited. Further information on the options is set out in
note 29 to the financial statements.
 
 Name
                                                              
                                                              Number
      of options granted during the year
                                                              
                                                              
                                                              Number
      of options vested during the year2008
                                                              
                                                              
                                                              2007
                                                              
                                                              
                                                              2008
                                                              
                                                              
                                                              2007P M
      Smyth
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              5,000,000
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              5,000,000R J
      F Brothers
                                                              
                                                              
                                                              3,000,000
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              3,000,000
                                                              
                                                              
                                                              
                                                              -P G
      H Smith
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              3,000,000
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              3,000,000N P
      Hoexter
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              3,000,000
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              3,000,000P A
      de Chazal
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              3,000,000
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              3,000,000J H
      Jacoby
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              2,000,000
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              2,000,000Other
      Company and Group ExecutivesP R
      Williams
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              5,000,000
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              5,000,000
  20
 The model
inputs, not included in the table above, for options granted during the year
ended December 31, 2008 include:
 
 a)         Options
are granted for no consideration and vest over one and a half years
 b)         Share
price at grant date was $0.155
 c)         Expected
volatility, based on the history of the companies share price, range from 0.2620
to 0.9076
 d)         Expected
dividend yield of Nil
 e)         A
risk free interest rate of 6.03%
 
 E           Additional
Information
 
 Share-based
compensation: Options
 Further
details relating to options are set out below.
 
 Name
                  A
                    Remuneration
                    Consisting
      of Option
                  B
                    Value
      at Grant
                    date
                  C
                    Value
      at Exercise
                    Date
                  D
                    Value
      a Lapse
                    DateR J
      F Brothers
                  87%
                  201,230
                  -
                  -
 
 A
      =
              The
      percentage of the value of remuneration consisting of options, based on
      the value of options expensed during the current
  year.
 B
      =
              The
      value at grant date calculated in accordance with AASB 2 Share-based
      Paymentof options granted during the year as part of
      remuneration.
 C
      =
              The
      value at exercise date of options that were granted as part of
      remuneration and were exercised during the year, being the intrinsic value
      of the options at that date.
 D
      =
              The
      value at lapse date of options that were granted as part of remuneration
      and that lapsed during the year because a vesting condition was not
      satisfied. The value is determined at the time of lapsing, but assuming
      the condition was satisfied.
 
 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
 
 As at
December 31, 2008 the Company had 2 full time employees 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.
 
 F.           Employee
Share Plan/Options
 
 The
shareholders of the Company at its annual general meeting held on May 19, 2008
approved an issue of options to R J F Brothers.  A total of 3,000,000
options were issued to directors under the scheme during 2008. 7,000,000 options
were issued during 2007 and no options were issued in 2006.
 
 21
 
 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 July 3, 2009.  Each person has sole voting and
investment power with respect to the shareholdings shown and all ownership is of
record and beneficial.
 
 Directors/Officers
 
 Name
                  Number
      of SharesPeter
      Mark Smyth
                  1,050,426
      Shares in CityView.
                    5,210,086
      Options in CityView.Manuel
      Antonio Africano
                  Nil
      Shares in CityView.
                    Nil
      Options in CityView.Philip
      Rand
                  Nil
      Shares in CityView.
                    Nil
      Options in CityView.Bernard
      Robert Brady
                  Nil
      Shares in CityView.
                    Nil
      Options in CityView.
 
 Major
Shareholders
 
 Name
                  Number
      of Shares
                  Percent
      of ClassHSBC
      Custody Nominees (Australia) Limited
                  136,503,126
                  12.05%Citicorp
      Nominees Pty Ltd
                  97,956,224
                  9.05%US
      Control Account
                    C/-
      Computershare Trust Company Inc
                  56,249,974
                  5.19%
 
 Based on
1,082,369,441 shares outstanding as of July 3, 2009.
 
 B.           Related
Party Transactions
 
 There are
no additional interests of management in transaction involving the Company
except for those stated herein or in Item 28 – 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.
 
 22
 The
Company is not a party to any material litigation, and to its knowledge no
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.
 
 ITEM
9.                      THE
OFFER AND LISTING
 
 Not
applicable.
 
 ITEM
10.                    ADDITIONAL
INFORMATION
 
 A.           Share
Capital
 
 The
issued capital of CityView Corporation Limited at July 3, 2009 is 1,082,369,441
shares and 96,529,950 options exercisable by November 30, 2009 at 15 cents
each.
 
 B.           Memorandum
and Articles of Association
 
 This
information has been previously provided.
 
 C.           Material
Contracts
 
 There
were no material contracts other than those 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.
 
 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 are 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.
 
 23
 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) 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.
 
 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 entities 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.
 
 24
 The
Internal Revenue Code provides each US stockholder in a 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 a
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 retain earnings, if any, to finance expansion of its business. Should
the Company begin paying dividends, however, the Company's dividends t’ 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
“aid from the Company's non-Australian source dividend income as specified in
the foreign dividend account declaration percentage, and therefore would be
exempt from Australian dividend withholding tax.
 
 25
 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 ’he 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 100 F Street, N. E., 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.
 
 26
 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
 
 Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures
 CityView’s
management, under the supervision and with the participation of it’s chief
executive officer and chief accounting officer, conducted an evaluation of it’s
"disclosure controls and procedures" (as defined in the Securities Exchange Act
of 1934 Rules (13a-15(e)). CityView’s disclosure controls and procedures apply
to all wholly owned CityView companies. CityView’s chief executive officer and
chief accounting officer have concluded that as of the evaluation date December
31, 2008, its disclosure controls and procedures are effective.
 
 Scope
of Management’s Report on Internal Control over Financial Reporting
 Management
has not evaluated or tested the internal controls of the entities accounted for
via proportionate consolidation as described and listed in note 18 to the
consolidated financial statements (collectively, the “Excluded
Entities”).
 
 The
Excluded Entities accounted for via proportionate consolidation represents 0% of
consolidate net assets, as of December 31, 2008 and 0% of the consolidated net
income for the year ended December 31, 2008.
 
 Management
has been unable to access the effectiveness of internal controls at the Excluded
Entities because CityView does not have the ability to dictate or modify the
controls of the Excluded Entities and does not have the ability in practice, to
assess those controls. Accordingly management’s evaluation of CityView’s
internal control over financial reporting did not include an evaluation of the
internal controls of any of the Excluded Entities, and management’s conclusions
regarding the effectiveness of CityView’s internal control over financial
reporting does not extend to the internal controls of any of the Excluded
Entities.
 
 27
 Management’s
Annual Report on Internal Control over Financial Reporting
 Management
of CityView is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in the Securities Exchange Act of
1934 Rules (13a-15(f). CityView’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with International Financial Reporting Standards (IFRS)
as issued by the International Accounting Standards Board (IASB) as well as with
IFRS as approved by Australia on December 31, 2008 and includes those policies
and procedures that:
  ·
                Pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and disposition of the assets of
      CityView.
 ·
                Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, in accordance with IFRS as issued by the IASB as
      well as IFRS as approved by Australia on December 31, 2008, and that our
      receipts and expenditures are being made only in accordance with
      authorizations of CityView’s management and directors;
      and
 ·
                Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
  statements.
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
 
 CityView’s
management assessed the effectiveness of its internal control over financial
reporting as of December 31, 2008. In making this assessment, CityView’s
management used the criteria set forth by the Committee of Sponsoring
Organisations of the Treadway Commission, or COSO, in Internal
Control-Integrated Framework.
 
 Based
upon its assessment, CityView’s management concluded that, as of December 31,
2008, its internal control over financial reporting is effective based upon
those criteria.
 
 In
compliance with temporary rules the effectiveness of our internal control over
financial reporting as of December 31, 2008 it is not required for small issuers
at this time.
 
 Changes
in Internal Control over Financial Reporting
 During
the fiscal year 2008, there were no changes in the Company’s internal control
over financial reporting that materially affected or are reasonably likely to
materially affect the Company’s internal control over financial
reporting.
 
 ITEM
16A.                      Audit
Committee Financial Expert
 
 The
Company has established an Audit Committee, which is responsible for the
following:
 
 ·
              Oversee
      the existence and maintenance of internal controls and accounting systems,
      including the implementation of mandatory and non-mandatory accounting
      policies and reporting
requirements;
 ·
              Oversee
      the financial reporting process, including reviewing and reporting to the
      Board on the accuracy of all financial reports lodged with ASX which
      include the quarterly, half-yearly and annual financial
      reports;
 ·
              Recommend
      to the Board the nomination, removal and remuneration of the external
      auditors; and
 ·
              Review
      the external audit arrangements, including ensuring that any non-audit
      services provided do not impair the auditors
  independence.
 
 The Audit
Committee meets and reports to the Board as required, but in any case at least
twice each year and its members are Messrs Brady, Rand and Smyth.  The
Committee has authority to seek any pertinent information it requires from any
employee or external party.  Qualifications held by the individuals on
the Audit Committee are included in Item 6 of this Report.
 
 The Audit
committee does not follow ASX recommendations as the members are not all
independent and not all members are non-executive directors.  The
Audit Committee is comprised of those directors the Board considers best
qualified to carry out the responsibilities required of an Audit Committee. It
is Company policy that the Committee must comprise of at least three
members.  Any member of the Committee is able and obliged to bring any
matter to the attention of the Board where the member believes the matter has
not been adequately dealt with by the Committee or is of significant importance
that the Board should be informed.
 
 28
 The Chief
Executive Officer and Company Secretary are required to state in writing to the
Board that the Company’s financial reports present a true and fair view of the
Company’s financial condition and that operation results are reported in
accordance with relevant accounting standards.
 
 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 Securities 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 Securities 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 makes 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.
 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.
  29
  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 Securities
      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 Securities Exchange.
 
 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.
 
 30
 In
addition, the “financial expert” should have:
 
 ·
                  an
      understanding of generally accepted accounting principles and financial
      statements
 ·
                the
      ability to assess the general application of such principles in connection
      with the accounting for estimates, accruals and
  reserves
 ·
                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
 ·
                an
      understanding of internal controls and procedures for financial reporting
 ·
                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:
 ·
                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
 ·
                experience
      actively supervising a principal financial officer, principal accounting
      officer, controller, public accountant, auditor or person performing
      similar functions
 ·
                experience
      overseeing or assessing the performance of companies or public accountants
      with respect to the preparation, auditing or evaluation of financial
      statements
 ·
                other
      relevant experience
 ·
                an
      understanding of internal controls and procedures for financial
      reporting
 ·
                an
      understanding of audit committee
functions.
 
 The
Company designated Bernard Brady as its “financial expert” on the Audit
Committee in that Mr Brady fulfils some but not all of the criteria set out in
Section 407. Mr Brady has:
 ·
              an
      understanding of generally accepted accounting principles and financial
      statements
 ·
              the
      ability to assess the general application of such principles in connection
      with the accounting for estimates, accruals and
  reserves
 
 ·
              an
      understanding of internal controls and procedures for financial
      reporting.
 
 ITEM
16B.         Code of
Ethics
 
 This
report outlines the code of conduct in place for directors and managers and
employees of CityView Corporation Limited.
 
 All
directors, managers and employees are expected to act with the utmost integrity
and objectivity, striving at all times to enhance the reputation and performance
of the consolidated entity. Every employee has a nominated supervisor to whom
they may refer any issues arising from their employment.
 
 Code
of Conduct
 This code
of conduct sets out the standard which the Board, management and employees of
the Company are encouraged to comply with when dealing with each other,
shareholders and the broader community.
 
 Commitment
of the Board and Management to Corporate Code of Conduct
 The Board
and management approve and endorse this code of conduct and support the code and
all it strives to achieve.
 
 The Board
and management encourage all staff to consider the principles of the code and
use them as a guide to determining how to respond when acting on behalf of the
Company.
 
 Responsibilities
to Shareholders and the Financial Community Generally
 The
Company aims to:
 ·
              Increase
      shareholder value within an appropriate framework which safeguards the
      rights and interests of the Company’s shareholders and the financial
      community; and
 ·
              Comply
      with systems of control and accountability which the Company has in place
      as part of its corporate governance with openness and
      integrity.
 
 31
 Responsibilities
to Clients, Customers and Consumers
 The
Company is to comply with all legislative and common law requirements which
affect its business, in particular those in respect of occupational health and
safety, the environment, native title and cultural heritage.  Any
transgression from the applicable legal rules is to be reported to the managing
director as soon as a person becomes aware of such a transgression.
 
 Employment
Practices
 The
Company will employ the best available staff and consultants with skills
required to carry out vacant positions.
 
 The
Company will ensure a safe work place and maintain proper occupational health
and safety practices commensurate with the nature of the Company’s business and
activities.
 
 Responsibility
to the Community
 The
Company will recognise, consider and respect environmental issues which arise in
relation to the Company’s activities and comply with all applicable legal
requirements.
 
 Responsibility
to the Individual
 The
Company recognises and respects the rights of individuals and to the best of its
ability will comply with the applicable legal rules regarding privacy,
privileges, private and confidential information.
 
 Obligations
Relative to Fair Trading and Dealing
 The
Company will deal with others in a way that is fair and will not engage in
deceptive practices.
 
 Conflicts
of Interest
 The
Board, management and employees must not involve themselves in situations where
there is a real or apparent conflict of interest between them as individuals and
the interest of the Company. Where a real or apparent conflict of interest
arises the matter should be brought to the attention of the Chairperson in the
case of a board member or the managing director, the managing director in the
case of a member of management and a supervisor in the case of an employee, so
that it may be considered and dealt with in an appropriate manner for all
concerned.
 
 Compliance
with the Code
 Any
breach of compliance with this code is to be reported directly to the managing
director or chairperson, as appropriate.
 
 Periodic Review of
Code
 The
Company will monitor compliance with the code periodically by liaising with the
Board, management and staff especially in relation to any areas of difficulty
which arise from the code and any other ideas or suggestions for improvement of
the code.  Suggestions for improvements or amendments to the code can
be made at any time by providing a written note to the managing
director.
 
 Incorporation
of Code of Conduct for Executives
 The Code
of Conduct for Executives forms part of the Corporate Code of
Conduct.  It provides as follows:
 
 32
 All
Executives will:
 
 1.
              Actively
      promote the highest standards of ethics and integrity in carrying out
      their duties for the Company.
 
 2.
              Disclose
      any actual or perceived conflicts of interest of a direct or indirect
      nature of which they become aware and which they believe could compromise
      in any way the reputation or performance of the
  Company.
 
 3.
              Respect
      confidentiality of all information of a confidential nature which is
      acquired in the course of the Company’s business and not disclose or make
      improper use of such confidential information to any person unless
      specific authorisation is given for disclosure or disclosure is legally
      mandated.
 
 4.
              Deal
      with the Company’s customers, suppliers, competitors and each other with
      the highest level of honesty, fairness and integrity and to observe the
      rule and spirit of the legal and regulatory environment in which the
      Company operates.
 
 5.
              Protect
      the assets of the Company to ensure availability for legitimate business
      purposes and ensure all corporate opportunities are enjoyed by the Company
      and that no property, information or position  belonging to the
      Company or opportunity arising from these are used for personal gain or to
      compete with the Company.
 
 6.
              Report
      any breach of this code of conduct to the chairperson, who will treat
      reports made in good faith of such violations with respect and in
      confidence.
 
 Statement
of Corporate Governance
 
 The ASX
Corporate Governance Council requires that the Company must disclose the extent
to which it has followed best practice recommendations, identify which
recommendations have not been followed and the reason for not adopting the
recommendations.
 
 The ASX
Corporate Governance Council recognises that not all recommendations are
appropriate for all companies and those companies should only adopt those
recommendations that are suitable in each individual case.
 
 The
following is a summary of policies adopted by the Company and where appropriate,
explanations of where best practice recommendations have not been
applied.
 
 Board
Composition and Functions
 Under the
Company’s Constitution, the Board is required to consist of at least three and
no more than ten directors.  If the Company has three or more
directors, one third of the directors, with the exception of the Chief
Executive, must retire and seek re-election at the Annual General Meeting each
year.
 
 The Board
of the Company currently consists of three independent non-executive directors
and one executive director.  The Board is considered to be comprised
of directors with the experience and qualifications best suited to the Company’s
size and range of activities.
 
 The Board
is responsible for corporate strategy, implementation of business plans,
allocation of resources, approval of budgets and capital expenditure and the
adherence to Company policies.
 
 The Board
is also responsible for compliance with the Code of Conduct, overseeing risk
management and internal controls and the assessment, appointment and removal of
the Chief Executive, Company Secretary and other senior management.
 
 Directors
of the Company during the financial year and information pertaining to
individual directors, is included in the Director’s Report. Board members have
the right to seek independent professional advice in the furtherance of their
duties as directors at the Company’s expense.
 
 33
 Director
Independence
 The
Company has established guidelines for testing the independence of
directors.  A director is considered to be independent if they satisfy
certain criteria, the most significant being:
 
 ·
              The
      director must be in a non-executive role where any fees payable by the
      Company could not be considered to make the director reliant on such
      remuneration.  The director must have no other material
      contractual relationship with the Company other than as a director of the
      Company;
 ·
              The
      director is not a substantial shareholder of the
  Company;
 ·
              The
      director has not been employed in an executive capacity by the Company and
      has not been a principal of a material adviser or consultant to the
      Company within the last three years,
and
 ·
              The
      director is free from any interest which could reasonable be perceived to
      materially interfere with the director’s ability to act in the best
      interests of the Company.
 
 Terms
of Office
 
 The
company’s Constitution specifies that no director (except for the managing
director) may retain office without re-appointment for more than three years or
past the third annual general meeting following the directors appointment,
whichever is the longer.
 
 Chairman
and Chief Executive Officer (CEO)
 
 The
Chairman when appointed is responsible for leading the Board, ensuring directors
are properly briefed in all matters relevant to their role and responsibilities,
facilitating board discussions and managing the Board’s relationship with the
Company’s senior executives.
 
 The CEO
is responsible for implementing group strategies and policies. The Board charter
specifies that these are separate roles to be undertaken by separate
people.
 
 Commitment
 
 The Board
held nineteen board meetings during the year.
 
 It is the
company’s practice to allow its executive directors to accept appointments
outside the company.
 
 Prior to
appointment or being submitted for re-election, each non-executive director is
required to specifically acknowledge that they have and will continue to have
the time available to discharge their responsibilities to the
company.
 
 Risk
Management
 The Board
is responsible for the identification of significant areas of business risk,
implementing procedures to manage such risks and developing policies regarding
the establishment and maintenance of appropriate ethical standards
to:
 
 ·
              Ensure
      compliance in legal, statutory and ethical
  matters;
 ·
              Monitor
      the business environment;
 ·
              Identify
      business risk areas;
 ·
              Identify
      business opportunities; and
 ·
              Monitor
      systems established to ensure prompt and appropriate responses to
      shareholder complaints and
enquiries.
 
 The Board
meets on a regular basis. The Company does not follow the ASX best practice
recommendation that the Company should have an internal control
function.  The Board considers that the Company is not of a size or
operational complexity to warrant the implementation of a separate internal
control function.
 
 34
  Audit
Committee
 The
Company has established an Audit Committee, which is responsible for the
following:
 
 ·
              Oversee
      the existence and maintenance of internal controls and accounting systems,
      including the implementation of mandatory and non-mandatory accounting
      policies and reporting
requirements;
 ·
              Oversee
      the financial reporting process, including reviewing and reporting to the
      Board on the accuracy of all financial reports lodged with ASX which
      include the quarterly, half-yearly and annual financial
      reports;
 ·
              Recommend
      to the Board the nomination, removal and remuneration of the external
      auditors; and
 ·
              Review
      the external audit arrangements, including ensuring that any non-audit
      services provided do not impair the auditors
  independence.
 
 The Audit
Committee meets and reports to the Board as required, but in any case at least
twice each year and its members are Messrs Brady, Rand and Smyth. The Committee
has authority to seek any pertinent information it requires from any employee or
external party.  Qualifications held by the individuals on the Audit
Committee are included in the Directors’ Report.
 
 Corporate
Reporting
 
 The Chief
Executive Officer and Company Secretary are required to state in writing to the
Board that the Company’s financial reports present a true and fair view of the
Company’s financial condition and that operation results are reported in
accordance with relevant accounting standards.
 
 External
Auditors
 
 The
Company and the Audit Committee policy, is to appoint external auditors who
clearly demonstrate quality and independence. Somes and Cooke were appointed as
the external auditor in 2008.
 
 An
analysis of fees paid to external auditors, including a break down of fees for
non audit services, is provided in the director’s report and in note 5 to the
financial statements. It is the policy of the external auditors to provide an
annual declaration of their independence.
 
 The
external auditor will attend the annual general meeting and be available to
answer shareholder questions about the conduct of the audit and the preparation
and content of the audit report.
 
 Continuous
Disclosure and Shareholder Communication
 
 The
Company follows the ASX listing rule 3.1 in complying with continuous disclosure
requirements. Once the company is or becomes aware of any information concerning
it that a reasonable person would expect to have a material effect on the price
or value of the company’s securities, the company will immediately advise the
ASX.
 
 The CEO
and the Company Secretary have been nominated as the persons responsible for
communication with the ASX. This role includes responsibility for ensuring
compliance with the continuous disclosure requirements in the ASX Listing Rules
and overseeing and coordinating information disclosure to the ASX, analysts,
brokers, shareholders, the media and the public.
 
 Hedging
Committee
 The
Company does not follow ASX Best Practice recommendations with regard to
hedging.  The Board considers that the Company is not of a size or
operational complexity to warrant the implementation of a separate hedging
committee.
 
 35
 Procedure
for the Selection of New Directors
 The
Company believes it is not of a size to justify having a Nomination
Committee.  If any vacancies arise on the Board, all directors are
involved in the search and recruitment of a replacement.
 
 Corporate
performance is enhanced when the Board has an appropriate mix of skills and
experience.  The Board is evaluated before a candidate is selected to
join the Board. Candidates are nominated by existing Board members and, if
necessary, independent search consultants are utilised.  Where a
director nominates a candidate for the Board, the director must disclose any
pre-existing relationship with the nominee.  New directors are
provided with a letter of appointment setting out their responsibilities and
rights and are provided with a copy of the Company’s Constitution.
 
 ITEM
16C.
 
 Principal
Accountant Fees and Services
 
 The
aggregate fees billed for the last five fiscal years for professional services
rendered by the Company’s auditors are as follows:
 
 2008
                              AUD$
                            
                            
                            2007
                              AUD$
                            
                            
                            2006
                              AUD$
                            
                            
                            2005
                              AUD$
                            
                            
                            2004
                              AUD$Audit
      fees
                            
                            
                            14,562
                            
                            
                            
                            35,000
                            
                            
                            
                            35,000
                            
                            
                            
                            42,565
                            
                            
                            
                            38,165Tax
      services
                            
                            
                            -
                            
                            
                            
                            15,000
                            
                            
                            
                            10,000
                            
                            
                            
                            6,300
                            
                            
                            
                            7,90514,562
                            
                            
                            
                            50,000
                            
                            
                            
                            45,000
                            
                            
                            
                            48,865
                            
                            
                            
                            46,070
 
 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.
 
 36
 PART
III
 
 ITEM
17.                      FINANCIAL
STATEMENTS





CITYVIEW
CORPORATION LIMITED


ACN 009
235 634





FOR THE
FINANCIAL YEAR ENDED DECEMBER 31, 2008




Page
      NumberAuditor's
      Report
                        38Income
      Statement
                        41Balance
      Sheet
                        42Cash
      Flow
      Statement
                        43Statement
      of Changes in
      Equity
                        44Notes
      to and forming part of the Financial
      Statements
                        45




37








38


39







40




CITYVIEW
CORPORATION LIMITED





INCOME
STATEMENT


FOR
THE YEARS ENDED DECEMBER 31,






NOTE
                                                              
                                                              
                                                              2008
                                                                
                                                                $
                                                              
                                                              
                                                              2007
                                                                Restated
                                                                $
                                                              
                                                              
                                                              2006
                                                                Restated
                                                                $Revenue
                                                              
                                                              
                                                              2
                                                              
                                                              
                                                              
                                                              92,250
                                                              
                                                              
                                                              
                                                              210,063
                                                              
                                                              
                                                              
                                                              49,185Share
      of net profit of associates accounted forusing
      the equity method of accounting
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              357Administration
      expenses
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (1,337,070
                                                              )
                                                              
                                                              
                                                              (819,487
                                                              )
                                                              
                                                              
                                                              (318,873
                                                              )Employee
      wages and benefits expense
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (292,485
                                                              )
                                                              
                                                              
                                                              (121,286
                                                              )
                                                              
                                                              
                                                              (77,651
                                                              )Employee
      share based payment
                                                              
                                                              
                                                              29
                                                              
                                                              
                                                              
                                                              (201,230
                                                              )
                                                              
                                                              
                                                              (2,710,370
                                                              )
                                                              
                                                              
                                                              -Consulting/Legal
      expenses
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (1,288,602
                                                              )
                                                              
                                                              
                                                              (667,966
                                                              )
                                                              
                                                              
                                                              (574,618
                                                              )Depreciation
      and amortisation expense
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (15,197
                                                              )
                                                              
                                                              
                                                              (7,329
                                                              )
                                                              
                                                              
                                                              (2,120
                                                              )Occupancy
      Expenses
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (95,030
                                                              )
                                                              
                                                              
                                                              (79,897
                                                              )
                                                              
                                                              
                                                              (58,671
                                                              )Exploration
      & Development expenses
                                                              
                                                              
                                                              14
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (2,157,059
                                                              )
                                                              
                                                              
                                                              (294,409
                                                              )Marketing
      expenses
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (538,525
                                                              )
                                                              
                                                              
                                                              (430,820
                                                              )
                                                              
                                                              
                                                              (38,005
                                                              )Write
      off receivable - Madura &
      Simenggaris
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (5,680,134
                                                              )Impairment
      of other Financial Assets
                                                              
                                                              
                                                              8,10
      & 12
                                                              
                                                              
                                                              
                                                              (30,607,931
                                                              )
                                                              
                                                              
                                                              (5,267,620
                                                              )
                                                              
                                                              
                                                              (2,034,668
                                                              )Write
      off – Cameroon Oil deposit
                                                              
                                                              
                                                              9
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (1,896,409
                                                              )
                                                              
                                                              
                                                              -Write
      off – Fee in relation Enditrade Logistics
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (2,000,000
                                                              )
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -Write
      off – Refinery settlement
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (800,000
                                                              )
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -Other
      expenses from ordinary activities
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (30,943
                                                              )
                                                              
                                                              
                                                              (26,516
                                                              )
                                                              
                                                              
                                                              (26,786
                                                              )Loss
      before income tax expense
                                                              
                                                              
                                                              3
                                                              
                                                              
                                                              
                                                              (37,114,763
                                                              )
                                                              
                                                              
                                                              (13,974,696
                                                              )
                                                              
                                                              
                                                              (9,056,393
                                                              )Income
      tax expense
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -Loss
      for the year
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (37,114,763
                                                              )
                                                              
                                                              
                                                              (13,974,696
                                                              )
                                                              
                                                              
                                                              (9,056,393
                                                              )Loss
      attributable to members of the parent entity
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (37,114,763
                                                              )
                                                              
                                                              
                                                              (13,845,403
                                                              )
                                                              
                                                              
                                                              (9,056,393
                                                              )Minority
      Interest
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (129,293
                                                              )
                                                              
                                                              
                                                              -(37,114,763
                                                              )
                                                              
                                                              
                                                              (13,974,696
                                                              )
                                                              
                                                              
                                                              (9,056,393
                                                              )Basic
      loss per share (cents per share)
                                                              
                                                              
                                                              21
                                                              
                                                              
                                                              
                                                              (8.75c
                                                              )
                                                              
                                                              
                                                              (5.50c
                                                              )
                                                              
                                                              
                                                              (6.47c
                                                              )Where
      diluted losses per share are not diluted, they are not
      disclosed.








The above
income statement should be read in conjunction with the accompanying
notes.




41


CITYVIEW
CORPORATION LIMITED





BALANCE
SHEET


FOR
THE YEARS ENDED DECEMBER 31,






NOTE
                                              
                                              
                                              2008
                                                
                                                $
                                              
                                              
                                              2007
                                                Restated
                                                $
                                              
                                              
                                              2006
                                                Restated
                                                $ASSETSCurrent
      assetsCash
                                              
                                              
                                              6
                                              
                                              
                                              
                                              128,912
                                              
                                              
                                              
                                              12,160,763
                                              
                                              
                                              
                                              906,440Receivables
                                              
                                              
                                              7
                                              
                                              
                                              
                                              27,928
                                              
                                              
                                              
                                              66,449
                                              
                                              
                                              
                                              17,679Total
      current assets
                                              
                                              
                                              
                                              
                                              
                                              
                                              156,840
                                              
                                              
                                              
                                              12,227,212
                                              
                                              
                                              
                                              924,119Non-current
      assetsReceivables
                                              
                                              
                                              8
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Other
      financial assets
                                              
                                              
                                              9
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Available
      for sale financial assets
                                              
                                              
                                              10
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              2
                                              
                                              
                                              
                                              -Equipment
                                              
                                              
                                              11
                                              
                                              
                                              
                                              24,755
                                              
                                              
                                              
                                              34,890
                                              
                                              
                                              
                                              10,874Oil
      assets
                                              
                                              
                                              12
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Investments
      accounted for usingthe
      equity method of accounting
                                              
                                              
                                              13
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Exploration
      and evaluation expenditure
                                              
                                              
                                              14
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Total
      non-current assets
                                              
                                              
                                              
                                              
                                              
                                              
                                              24,755
                                              
                                              
                                              
                                              34,892
                                              
                                              
                                              
                                              10,874Total
      assets
                                              
                                              
                                              
                                              
                                              
                                              
                                              181,595
                                              
                                              
                                              
                                              12,262,104
                                              
                                              
                                              
                                              934,993LIABILITIESCurrent
      liabilitiesPayables
                                              
                                              
                                              15
                                              
                                              
                                              
                                              97,010
                                              
                                              
                                              
                                              300,105
                                              
                                              
                                              
                                              12,503Interest
      bearing liabilities
                                              
                                              
                                              16
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Total
      current liabilities
                                              
                                              
                                              
                                              
                                              
                                              
                                              97,010
                                              
                                              
                                              
                                              300,105
                                              
                                              
                                              
                                              12,503Non-current
      liabilitiesProvisions
                                              
                                              
                                              17
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Total
      non-current liabilities
                                              
                                              
                                              
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Total
      liabilities
                                              
                                              
                                              
                                              
                                              
                                              
                                              97,010
                                              
                                              
                                              
                                              300,105
                                              
                                              
                                              
                                              12,503Net
      assets
                                              
                                              
                                              
                                              
                                              
                                              
                                              84,585
                                              
                                              
                                              
                                              11,961,999
                                              
                                              
                                              
                                              922,490EQUITYContributed
      equity
                                              
                                              
                                              18(a)
                                              
                                              
                                              
                                              107,315,153
                                              
                                              
                                              
                                              81,930,730
                                              
                                              
                                              
                                              62,377,938Reserves
                                              
                                              
                                              19
                                              
                                              
                                              
                                              5,185,046
                                              
                                              
                                              
                                              4,983,816
                                              
                                              
                                              
                                              -Accumulated
      losses
                                              
                                              
                                              20
                                              
                                              
                                              
                                              (112,415,614
                                              )
                                              
                                              
                                              (75,300,851
                                              )
                                              
                                              
                                              (61,455,448
                                              )Minority
      Interests
                                              
                                              
                                              31
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              348,304
                                              
                                              
                                              
                                              -Total
      equity
                                              
                                              
                                              
                                              
                                              
                                              
                                              84,585
                                              
                                              
                                              
                                              11,961,999
                                              
                                              
                                              
                                              922,490








The above
balance sheet should be read in conjunction with the accompanying
notes.




42





CITYVIEW
CORPORATION LIMITED





CASH
FLOW STATEMENT


FOR
THE YEARS ENDED DECEMBER 31,






NOTE
                  
                  
                  2008
                    
                    $
                  
                  
                  2007
                    Restated
                    $
                  
                  
                  2006
                    Restated
                    $Cash
      flows from operating activitiesInterest
      received
                  
                  
                  
                  
                  
                  92,250
                  
                  
                  
                  210,063
                  
                  
                  
                  49,185Payments
      to suppliers and employees
                  
                  
                  
                  
                  
                  (5,303,255
                  )
                  
                  
                  (1,670,738
                  )
                  
                  
                  (1,005,883
                  )Net
      cash outflow from operating activities
                  
                  
                  24(b)
                  
                  
                  
                  (5,211,005
                  )
                  
                  
                  (1,460,675
                  )
                  
                  
                  (956,698
                  )Cash
      flows from investing activitiesSale
      of one fifth of investment in Medco Madura
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Exploration
      & development expenditure
                  
                  
                  
                  
                  
                  
                  (4,587,152
                  )
                  
                  
                  -
                  
                  
                  
                  -Other
      financial assets
                  
                  
                  
                  
                  
                  
                  (8,354,253
                  )
                  
                  
                  -
                  
                  
                  
                  -Payment
      for property, plant & equipment
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Loan
      – Glenvale Associates
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (670,601
                  )Payments
      for acquisition of subsidiaries
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  (1,853,421
                  )
                  
                  
                  (179,960
                  )Payments
      for available for sale assets
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  (7,164,032
                  )
                  
                  
                  (263,747
                  )Net
      cash outflow from investing activities
                  
                  
                  
                  
                  
                  
                  (12,941,405
                  )
                  
                  
                  (9,017,453
                  )
                  
                  
                  (1,114,308
                  )Cash
      from financing activitiesPayment
      of loans
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (210,500
                  )Proceeds
      from pro-rata option issue
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  2,273,446
                  
                  
                  
                  -Proceeds
      from the issue of shares
                  
                  
                  
                  
                  
                  
                  8,596,289
                  
                  
                  
                  20,304,121
                  
                  
                  
                  3,227,265Share
      issue costs
                  
                  
                  
                  
                  
                  
                  (2,475,730
                  )
                  
                  
                  (845,116
                  )
                  
                  
                  (205,323
                  )Net
      cash inflow from financing activities
                  
                  
                  
                  
                  
                  
                  6,120,559
                  
                  
                  
                  21,732,451
                  
                  
                  
                  2,811,442Net
      increase/(decrease) in cash
                  
                  
                  
                  
                  
                  
                  (12,031,851
                  )
                  
                  
                  11,254,323
                  
                  
                  
                  740,436Cash
      at the beginning of the period
                  
                  
                  
                  
                  
                  
                  12,160,763
                  
                  
                  
                  906,440
                  
                  
                  
                  166,004Cash
      at the end of the period
                  
                  
                  24(a)
                  
                  
                  
                  128,912
                  
                  
                  
                  12,160,763
                  
                  
                  
                  906,440








The above
cash flow statement should be read in conjunction with the accompanying
notes.




43





CITYVIEW
CORPORATION LIMITED





STATEMENT
OF CHANGES IN EQUITY


FOR
THE YEARS ENDED DECEMBER 31,






NOTE
                                                            
                                                            
                                                            2008
                                                              
                                                              $
                                                            
                                                            
                                                            2007

                                                                Restated
                                                                $
                                                            
                                                            
                                                            2006

                                                                Restated
                                                                $Total
      equity at the beginning of thefinancial
      year
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            11,961,999
                                                            
                                                            
                                                            
                                                            922,490
                                                            
                                                            
                                                            
                                                            5,886,941Minority
      Interest
                                                            
                                                            
                                                            31
                                                            
                                                            
                                                            
                                                            (348,304
                                                            )
                                                            
                                                            
                                                            348,304
                                                            
                                                            
                                                            
                                                            -Loss
      for the year
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            (37,114,763
                                                            )
                                                            
                                                            
                                                            (13,845,403
                                                            )
                                                            
                                                            
                                                            (9,056,393
                                                            )Total
      recognised income and expensesfor
      the year
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            (37,114,763
                                                            )
                                                            
                                                            
                                                            (13,845,403
                                                            )
                                                            
                                                            
                                                            (9,056,393
                                                            )Shares
      Issued
                                                            
                                                            
                                                            18
                                                            
                                                            
                                                            
                                                            27,864,789
                                                            
                                                            
                                                            
                                                            20,664,121
                                                            
                                                            
                                                            
                                                            4,297,265Reserves
                                                            
                                                            
                                                            18
                                                            
                                                            
                                                            
                                                            (2,480,366
                                                            )
                                                            
                                                            
                                                            4,983,816
                                                            
                                                            
                                                            
                                                            -Share
      Issue Cost
                                                            
                                                            
                                                            19
                                                            
                                                            
                                                            
                                                            201,230
                                                            
                                                            
                                                            
                                                            (1,111,329
                                                            )
                                                            
                                                            
                                                            (205,323
                                                            )25,585,653
                                                            
                                                            
                                                            
                                                            24,536,608
                                                            
                                                            
                                                            
                                                            4,091,942Total
      equity at the end of thefinancial
      year
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            84,585
                                                            
                                                            
                                                            
                                                            11,961,999
                                                            
                                                            
                                                            
                                                            922,490








The above
statement of changes in equity should be read in conjunction with the
accompanying notes.




44




CITYVIEW
CORPORATION LIMITED





NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008






1. Statement
of Significant Accounting Policies





(a) 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 Australian
Accounting Standards and Australian Accounting interpretations.





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 accounting policies have been consistently applied
to all years presented unless otherwise stated.





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.





Compliance
with IFRS


Australian
Accounting Standards include Australian equivalents to International Financial
Reporting Standards (AIFRS). Compliance with AIFRS ensures that the consolidated
financial statements and notes of CityView Corporation Limited comply with
International Financial Reporting Standards (IFRS). The parent entity financial
statements and notes also comply with IFRS.





Historical
cost convention


These
financial statements have been prepared under the historical cost convention, as
modified by the revaluation of available-for-sale financial assets, financial
assets and liabilities (including derivative instruments) at fair value through
profit or loss, certain classes of property, plant and equipment.





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.





Voluntary
Change in Accounting Policy


Exploration
and Evaluation Expenditure


Exploration
and evaluation costs including the costs of acquiring tenements and licenses are
expensed in the income statement in the year in which they are incurred.
Accounting policies of the associates have been changed where necessary to
ensure consistency with the policy by the group.





As a
result of this change in accounting policy during the year $2,157,059 of
capitalised expenditure previously held on the balance sheet, has been
transferred to the income statement in the December 31, 2007 financial
year.





The
reason why the directors have adopted this policy are:


- Uncertainty
as to the carrying value of the mineral tenements in today’s economic
climate.


- Sovereign
risk in respect to the location of the mineral tenements and
licenses.





Changes to Comparative Figures as a
result of changes in accounting policy and information received subsequent to
the lodgement of the December 31, 2007 financial statements


The
following changes have been made to the comparative figures.





Consolidated
Entity – Correction of error


Deposit –
Cameroon Oil at cost $1,896,409, written off through the income statement due to post December 31, 2007
sign-off evidence being received that the
deposit with Cameroon Oil was not going to be refundable to Cityview. Therefore
the Directors have determined that the best course of action was to impair the
deposit in the period that the recoverability over the balance was first
questioned. Please refer to Note 33 for a reconciliation between the previously
reported balance and the restated balance.




45




CITYVIEW
CORPORATION LIMITED





NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008






Statement
of Significant Accounting Policies (cont)





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




(b)
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 23 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.





(c)
Going Concern


The
financial report has been prepared on the going concern basis that contemplates
the continuity of normal business activities and the realisation of assets and
extinguishment of liabilities in the ordinary course of business.  For
the year ended December 31, 2008, and in accordance with the company’s change in
accounting policy to expense certain items as incurred rather than capitalising
them, the company recorded a loss of $37,114,763.





The
company expects to be able to maintain sufficient cash reserves to meet day to
day obligations as and when they fall due for the next 12 month
period.





The
company has available to it one or more of the following sources of
funding:





· Further
issue of shares


· Sale of
exploration properties held by associates


· CityView
has a draw down facility to the value of $2,000,000 to fund its next 15 months
administration and operating costs of which $100,000 has been drawn down as at
July 14, 2009.





The Board
of Directors is aware of the company’s working capital requirements to continue
its normal business activities and based on the above matters consider the going
concern basis of preparation to be appropriate for this financial
report.





In the
event that the above matters do not eventuate, there exists uncertainty as to
whether the company will be able to continue as a going concern and realise its
assets extinguish its liabilities in the normal course of business and at the
amounts stated in the financial report.





(d)
Income Tax


The
income tax expense for the period is the tax payable on the current period’s
taxable income based on the national income tax rate for each jurisdiction
adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences between the tax base of assets and liabilities and their
carrying amounts in the financial statements, and to unused tax
losses.





Deferred
tax assets and liabilities are recognised for all temporary differences, between
carrying amounts of assets and liabilities for financial reporting purposes and
their respective tax bases, at the tax rates expected to apply when the assets
are recovered or liabilities settled, based on those tax rates which are enacted
or substantively enacted for each jurisdiction. Exceptions are made for certain
temporary differences arising on initial recognition of an asset or a liability
if they arose in a transaction, other than a business combination, that at the
time of the transaction did not affect either accounting profit or taxable
profit.





Deferred
tax assets are only recognised for deductible temporary differences and unused
tax losses if it is probable that future taxable amounts will be available to
utilise those temporary differences and losses.




46





CITYVIEW
CORPORATION LIMITED





NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008






Statement
of Significant Accounting Policies (cont)





Deferred
tax assets and liabilities are not recognised for temporary differences between
the carrying amount and tax bases of investments in controlled entities,
associates and interests in joint ventures where the parent entity is able to
control the timing of the reversal of the temporary differences and it is
probable that the differences will not reverse in the foreseeable
future.





CityView
Corporation Limited and its wholly-owned subsidiary have implemented the tax
consolidation legislation from January 1, 2004. CityView Corporation Limited is
the head entity in the tax consolidated group. The stand-alone taxpayer/separate
tax payer within a group approach has been used to allocate current income tax
expenses and deferred tax balances to wholly-owned subsidiaries that form part
of the tax consolidated group. CityView Corporation Limited has assumed all the
current tax liabilities and the deferred tax assets arising from unused tax
losses for the tax consolidated group via intercompany receivables and payables
because a tax funding arrangement has been in place for the whole financial
year.





(e)
Foreign Currency


(i)
Functional and presentation currency


Items
included in the financial statements of each of the Group’s entities are
measured using the currency of the primary economic environment in which the
entity operates (“the functional currency”). The consolidated financial
statements are presented in Australian dollars, which is CityView Corporation
Limited’s functional and presentation currency.





(ii)
Transactions and balances


Foreign
currency transactions are translated into the functional currency using the
exchange rates prevailing at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of such transactions and from the
translation at year end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the income statement, except
when they are deferred in equity as qualifying cash flow hedges and qualifying
net investment hedges or are attributable to part of the net investment in a
foreign operation.





Translation
differences on financial assets and liabilities carried at fair value are
reported as part of their fair value gain or loss. Translation differences on
non-monetary financial assets and liabilities such as equities held at fair
value through profit or loss are recognised in profit or loss as part of the
fair value gain or loss. Translation differences on non-monetary financial
assets such as equities classified as available for sale financial assets are
included in the fair value reserve in equity.





(iii)
Group companies


The
results and financial position of all Group entities (none of which has the
currency of a hyperinflationary economy) that have a functional currency
different from the presentation currency are translated into the presentation
currency as follows:


Ø
              Assets
      and liabilities for each balance sheet presented are translated at the
      closing rate at the date of that balance
sheet,
 Ø
              Income
      and expenses for each income statement are translated at average exchange
      rates (unless this is not a reasonable approximation of the cumulative
      effect of the rates prevailing on the transaction date, in which case
      income and expenses are translated at the dates of the transactions),
      and
 Ø
              All
      resulting exchange differences are recognised as a separate component of
      equity.


On
consolidation, exchange differences arising from the translation of any
investment in foreign entities and of borrowings and other financial instruments
designed as hedges of such investments, are taken to shareholders’ equity. When
a foreign operation is sold or any borrowings forming part of that net
investment are repaid, a proportionate share of such exchange differences are
recognised in the income statement as part of the gain or loss on sale where
applicable.





(f)
Exploration and Evaluation Expenditure


Exploration
and evaluation costs including the costs of acquiring tenements and licenses are
expensed in the income statement in the year in which they are
incurred.




47




CITYVIEW
CORPORATION LIMITED





NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008






Statement
of Significant Accounting Policies (cont)





The
policy previously adopted is set out below.





Exploration
and evaluation expenditure incurred is accumulated in respect of each
identifiable area of interest. These costs are only carried forward to the
extent that the consolidated entity’s rights of tenure to that area of interest
are current and that the costs are expected to be recouped through the
successful development of the respective areas of interest or the ultimate sale
of those areas or where activities in the area have not yet reached a stage that
permits reasonable assessment of the existence of economically recoverable
reserves.





Accumulated
costs in relation to an abandoned area are written off in full against profit in
the year in which the decision to abandon the area is made.





A regular
review is undertaken of each area of interest to determine the appropriateness
of continuing to carry forward costs in relation to that area of
interest.





While the
share of revenue from the operations in Angola will be receivable by the
consolidated entity in US dollars, the directors are not able to determine what
affect these factors, together with any movements in world mineral and oil and
gas prices, may have on the future values of any expenditure carried
forward.





(g)
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.





(h)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.





(i)
Impairment of Assets


At each
reporting date the group assesses whether there is any indication that
individual assets may be impaired. Where impairment indicators exist,
recoverable amount is determined and impairment losses are recognised in the
income statement where the asset’s carrying value exceeds its recoverable
amount. Recoverable amount is the higher of an asset’s fair value less costs to
sell and value in use. For the purpose of assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the
risks specific to the asset.





(j)
Investments in Associates


Associates
are all entities over which the Group has significant influence but not control,
generally accompanying a shareholding of between 20% and 50% of the voting
rights. Investments in associates are accounted for in the parent entity
financial statements using the cost method and in the consolidated financial
statements using the equity method of accounting, after initially being recorded
at cost. The Group’s investment in associates includes goodwill (net of any
accumulated impairment loss) identified on acquisition.





The
Group’s share of its associates’ post acquisition profits or losses is
recognised in the income statement, and its share of post acquisition movements
in reserves is recognised in reserves. The cumulative post acquisition movements
are adjusted against the carrying amount of the investment. Dividends receivable
from the associates are recognised in the parent entity’s income statement,
while in the consolidated financial statements they reduce the carrying amount
of the investment.




48




CITYVIEW
CORPORATION LIMITED





NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008






Statement
of Significant Accounting Policies (cont)





When the
Group’s share of losses in an associate equals or exceeds its interest in the
associate, including any other unsecured long term receivables, the group does
not recognise further losses, unless it has incurred obligations or made
payments on behalf of the associate.





Unrealised
gains on transactions between the Group and its associates are eliminated to the
extent of the Group’s interest in the associates. Unrealised losses are also
eliminated unless the transaction provides evidence of an impairment of the
asset transferred. Accounting policies of the associates have been changed where
necessary to ensure consistency with the policies adopted by the
Group.





(k)
Payables


Trade
payables and other accounts payable are recognised when the entity becomes
obliged to make payments for the purchase of goods or services received prior to
the end of the financial year which are unpaid. They are unsecured and usually
payable within 30 days.





(l)      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. Bad debts are written
off when identified.





(m)
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 that 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 also uses the services of consultants and contractors on an as needs
basis.





Share
based payments


Share
based compensation benefits are provided to employees via the CityView
Corporation Limited Employee Share and Option Plan. Information relating to the
scheme is set out in note 29.





The fair
value of options granted under the CityView Corporation Limited “ESOP” is
recognised as an employee benefit expense with a corresponding increase in
equity. The fair value is measured at grant date and recognised over the period
during which the employees become unconditionally entitled to the
options.





The fair
value at grant date is independently determined using the Black Scholes option
pricing model that takes into account the exercise price, the term of the
option, the impact of dilution, the share price at grant date and expected price
volatility of the underlying share, the expected dividend yield and the risk
free interest rate for the term of the option.





(n)
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 20 days to maturity.


49




CITYVIEW
CORPORATION LIMITED





NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008






Statement
of Significant Accounting Policies (cont)





(o)
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





(p)
Comparative Figures


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





(q) Earnings per
share


Basic
earnings per share


Basic
earnings per share is calculated by dividing the profit attributable to members
of CityView Corporation Limited, adjusted for the after tax effect of preference
dividends on preference shares classified as equity, by the weighted average
number of ordinary shares outstanding during the financial year, adjusted for
bonus elements in ordinary shares during the year.





Diluted
earnings per share


Earnings
used to calculate diluted earnings per share are calculated by adjusting the
basic earnings by the after-tax effect of dividends and interest associated with
dilutive potential ordinary shares. The weighted average number of shares used
is adjusted for the weighted average number of shares assumed to have been
issued for no consideration in relation to dilutive potential ordinary
shares.





(r)  GST


Revenues,
expenses are recognised net of GST except where GST incurred on a purchase of
goods and services is not recoverable from the Australian Taxation Office, in
which case the GST is recognised as part of the cost of acquisition of the asset
or as part of the expense item.





Receivables
and payables are stated with the amount of GST included. The net amount of GST
recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the balance sheet.





Cash
flows are included in the cash flow statement on a gross basis and the GST
component of cash flows arising from investing and financing activities, which
is recoverable from, or payable to, the Australian Taxation Office, are
classified as operating cash flows.





Commitments
and contingencies are disclosed net of the amount of GST recoverable from, or
payable to, the Australian Taxation Office.





(s)  Business
combinations


The
purchase method of accounting is used to account for all business combinations,
including business combinations involving entities or business under common
control, regardless of whether equity instruments or other assets are required.
Cost is measured as the fair value of the assets given, equity instruments
issued or liabilities incurred or assumed at the date of exchange plus costs
directly attributable to the acquisition. Where equity instruments are issued in
an acquisition, the fair value of the instruments is their published market
price as at the date of exchange unless, in rare circumstances, it can be
demonstrated that the published price at the date of exchange is an unreliable
indicator of fair value and that other evidence and valuation methods provide a
more reliable measure of fair value. Transaction costs arising on the issue of
equity instruments are recognised directly in equity.





Identifiable
assets acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition date,
irrespective of the extent of any minority interest. The excess of the cost of
the acquisition over the fair value of the Group’s share of the identifiable net
assets acquired is recorded as goodwill. If the cost of acquisition is less than
the Group’s share of the fair value of the identifiable net assets of the
subsidiary acquired, the difference is recognised directly in the income
statement, but only after a reassessment of the identification and measurement
of the net assets acquired.




50


CITYVIEW
CORPORATION LIMITED





NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008






Statement
of Significant Accounting Policies (cont)





(t)  Investments


(i)
Available for sale financial assets


Available
for sale financial assets, are non derivatives that are either designated in
this category or not classified in any other categories. They are included in
non current assets unless management intends to dispose of the investment within
12 months of the balance sheet date.





(ii)
Loans and receivables


Loans and
receivables are non derivative financial assets with fixed or determined
payments that are not quoted in an active market. They are included in current
assets, except for those with maturities greater than 12 months after the
balance sheet date which are classified as non current assets. Loans and
receivables are included in trade and other receivables in the balance sheet
(note 7).





(u)
Fair value estimations


The fair
value of financial assets and financial liabilities must be estimated for
recognition and measurement or for disclosure purpose.





The fair
value of financial instruments traded in active markets is based on quoted
market prices at the balance sheet date. The quoted market price used for
financial assets if held by the Group would be the current bid
price.





The fair
value of financial instruments that are not traded in an active market is
determined using valuation techniques. The Group uses a variety of methods and
makes assumptions that are based on market conditions existing at each balance
date.





(v)
Contributed equity


Ordinary
shares are classified as equity.





Incremental
costs directly attributable to the issue of new shares or options are shown in
equity as a deduction, net of tax, from the proceeds. Incremental costs directly
attributable to the issue of new shares or options for the acquisition of a
business are not included in the cost of the acquisition as part of the purchase
consideration.





If the
entity reacquires its own equity instruments, eg as a result of a share buy
back, those instruments are deducted from equity and the associated shares are
cancelled. No gain or loss is recognised in the profit or loss and the
consideration paid including any directly attributable incremental costs (net of
income tax) is recognised directly in equity.





(w)  New
standards and interpretations not yet adopted


The
following new standards and interpretations have a potential impact on the
Financial Report, but have an effective date after the financial reporting
date.


AASB
      3 Business Combinations(2008) and
              AASB
      127 Consolidated and
      Separate Financial
              Statements
            
            AASB
      3 and AASB 127 are a result of the joint IASB-FASB Business Combinations
      Phase ll project. The Standards alter the manner in which business
      combinations and changes in ownership interests in subsidiaries are
      accounted for. Consequential amendments to other Standards are made
      through AASB 2008-3.AASB
      8 Operating
      Segments
            
            AASB
      8 will replace AASB 114 Segment Reporting and
      adopts a management approach to report on a company’s operating segments.
      The information reported would be that which management uses internally
      for evaluating the performance of operating segments and allocating
      resources to those segments.




51




CITYVIEW
CORPORATION LIMITED





NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008






Statement
of Significant Accounting Policies (cont)


AASB
      2007-3 Amendments to
      Australian Accounting Standards arising from AASB 8
            
            AASB
      2007-3 was issued as a consequence of the issuance of AASB 8.AASB
      101 Presentation of
      Financial Statements(Revised, September 2007)
            
            The
      revised AASB 101 is the result of phase A of the IASB’s financial
      statement presentation project. The revised Standard introduces total
      comprehensive income, which represents the change in equity during a
      period, other than changes from transactions with owners in their capacity
      as owners.AASB
      2007-8 Amendments to
      Australian Accounting Standards arising from AASB 101 (September
      2007)
            
            AASB
      2007-8 was issued as a consequence of the issuance of the revised AASB
      101.AASB
      2007-10 Further
      Amendments to Australian Accounting Standards arising from AASB
      101
            
            AASB
      2007-10 makes further changes to presentation and disclosure and builds on
      the changes made by AASB 2007-8 Amendments to Australian
      Accounting Standards arising from AASB 101.AASB
      2008-5 Amendments to
      Australian Accounting Standards arising from the Annual Improvements
      Project
            
            The
      Standard is a result of the IASB’s first Annual Improvements Project. It
      makes amendments to several Accounting Standards which may result in
      changes for presentation, recognition or measurement.AASB
      2008-6 Further
      Amendments to Australian Accounting Standards arising from the Annual
      Improvements Project
            
            The
      Standard is a result of the IASB’s first Annual Improvements Project. It
      makes amendments to several Accounting Standards which may result in
      changes for presentation, recognition or measurement.AASB
      2008-7Amendments to
      Australian Accounting Standards – Cost of an Investment in a Subsidiary,
      Jointly Controlled Entity or Associate
            
            The
      Standard makes clarifying amendments to several other Accounting
      Standards. Amongst other things the Standard specifies the accounting for
      certain transactions where a newly formed entity becomes the new parent of
      another entity or group.





The
potential effect of these standards and Interpretations is yet to be fully
determined. However it is not expected that the new Standards and
Interpretations will significantly affect the group’s financial
position.





(x)  Critical
accounting estimates and judgements





Estimates
and judgements are continually evaluated and are based on historical experience
and other factors, including expectations of future events that may have a
financial impact on the entity and that are believed to be reasonable under the
circumstances.




52




CITYVIEW
CORPORATION LIMITED





NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008






Consolidated
      Entity31-Dec-08
                                                                                        
                                                                                        $
                                                                                      
                                                                                      
                                                                                      
                                                                                      31-Dec-07Restated
                                                                                        $
                                                                                      
                                                                                      
                                                                                      
                                                                                      31-Dec-06Restated
                                                                                        $2. 
    RevenueInterest
      received – other parties
                                                                                      
                                                                                      
                                                                                      92,250
                                                                                      
                                                                                      
                                                                                      
                                                                                      210,063
                                                                                      
                                                                                      
                                                                                      
                                                                                      49,185Total
      Revenue
                                                                                      
                                                                                      
                                                                                      92,250
                                                                                      
                                                                                      
                                                                                      
                                                                                      210,063
                                                                                      
                                                                                      
                                                                                      
                                                                                      49,1853.  Loss
      from ordinary activitiesLoss
      from ordinary activities before income tax has been determined
      after:ExpensesGeneral
      and administrative expenses
                                                                                      
                                                                                      
                                                                                      2,294,053
                                                                                      
                                                                                      
                                                                                      
                                                                                      1,478,006
                                                                                      
                                                                                      
                                                                                      
                                                                                      519,986Share
      based payments
                                                                                      
                                                                                      
                                                                                      201,230
                                                                                      
                                                                                      
                                                                                      
                                                                                      2,710,370
                                                                                      
                                                                                      
                                                                                      
                                                                                      -Depreciation
                                                                                      
                                                                                      
                                                                                      15,197
                                                                                      
                                                                                      
                                                                                      
                                                                                      7,329
                                                                                      
                                                                                      
                                                                                      
                                                                                      2,120Consultants/Legal
      Services
                                                                                      
                                                                                      
                                                                                      1,288,602
                                                                                      
                                                                                      
                                                                                      
                                                                                      667,966
                                                                                      
                                                                                      
                                                                                      
                                                                                      574,618Drilling
      expenses
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      294,409Write
      off receivables – Madura & Simenggaris
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      5,680,134Impairment
      of Other Financial Assets
                                                                                      
                                                                                      
                                                                                      30,607,931
                                                                                      
                                                                                      
                                                                                      
                                                                                      5,267,620
                                                                                      
                                                                                      
                                                                                      
                                                                                      2,034,668Write
      off - Exploration & Development expenses
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      2,157,059
                                                                                      
                                                                                      
                                                                                      
                                                                                      -Write
      off – Cameroon Oil deposit
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      1,896,409
                                                                                      
                                                                                      
                                                                                      
                                                                                      -Write
      off – Fee in relation to Enditrade Logistics
                                                                                      
                                                                                      
                                                                                      2,000,000
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -Write
      off – Refinery settlement
                                                                                      
                                                                                      
                                                                                      800,000
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -37,207,013
                                                                                      
                                                                                      
                                                                                      
                                                                                      14,184,759
                                                                                      
                                                                                      
                                                                                      
                                                                                      9,105,935(a)Income
      tax benefitCurrent
      tax
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -Deferred
      tax
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      --
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -Income
      tax benefit is attributable to:Loss
      from continuing operations
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -Aggregate
      income tax benefit
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -Deferred
      income tax (revenue) expense comprises:Decrease
      (increase) in deferred tax assets
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -Decrease
      (increase) in deferred tax liabilities
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      --
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -(b) 
      Numerical reconciliation of income tax expense to prima facie tax
      payableLoss
      from continuing operations before income tax expense37,114,763
                                                                                      
                                                                                      
                                                                                      
                                                                                      (13,974,696
                                                                                      )
                                                                                      
                                                                                      
                                                                                      (9,056,393
                                                                                      )Tax
      at the Australian tax rate of 30% (2007-30%)
                                                                                      
                                                                                      
                                                                                      (11,134,428
                                                                                      )
                                                                                      
                                                                                      
                                                                                      (4,192,408
                                                                                      )
                                                                                      
                                                                                      
                                                                                      (2,716,917
                                                                                      )Permanent
      non-deductible difference
                                                                                      
                                                                                      
                                                                                      10,047,579
                                                                                      
                                                                                      
                                                                                      
                                                                                      3,764,141
                                                                                      
                                                                                      
                                                                                      
                                                                                      2,414,383Losses
      not recognised
                                                                                      
                                                                                      
                                                                                      1,086,849
                                                                                      
                                                                                      
                                                                                      
                                                                                      428,267
                                                                                      
                                                                                      
                                                                                      
                                                                                      302,534Income
      tax benefit
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -




53




CITYVIEW
CORPORATION LIMITED





NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008






4.  Income
Tax (cont)


Consolidated
      Entity31-Dec-08
                        
                        $
                      
                      
                      31-Dec-07Restated
                        $
                      
                      
                      31-Dec-06Restated
                        $(c)  Tax
      lossesUnused
      tax losses for which no deferred tax assethas
      been recognised
                      
                      
                      21,186,596
                      
                      
                      
                      17,563,764
                      
                      
                      
                      16,136,207Potential
      tax benefit @ 30%
                      
                      
                      6,355,978
                      
                      
                      
                      5,269,129
                      
                      
                      
                      4,840,862




5.
Remuneration of Auditors


Amounts
      paid/payable to Somes and Cooke and BDO for audit of the financial report
      for the company:Auditing
      services
                
                
                14,562
                
                
                
                35,000
                
                
                
                35,00014,562
                
                
                
                35,000
                
                
                
                35,000Amounts
      paid/payable to Somes and Cooke and BDO for non-audit taxation services
      performed for the company:Taxation
      services
                
                
                -
                
                
                
                15,000
                
                
                
                10,000-
                
                
                
                15,000
                
                
                
                10,000




6.
Cash and Cash Equivalents


Cash
      on hand
                    
                    
                    500
                    
                    
                    
                    500
                    
                    
                    
                    500Cash
      at bank
                    
                    
                    128,412
                    
                    
                    
                    388,553
                    
                    
                    
                    111,801Deposits
      at call
                    
                    
                    -
                    
                    
                    
                    11,771,710
                    
                    
                    
                    794,139128,912
                    
                    
                    
                    12,160,763
                    
                    
                    
                    906,440





Cash at
bank and deposits at call attract an interest rate of 3.75% (2007
6.20%).





The
group’s and the parent entity’s exposure to interest rate risk is discussed at
note 26.





7.
Trade and Other Receivables


Deposits
                  
                  
                  6,352
                  
                  
                  
                  6,352
                  
                  
                  
                  6,352GST
      – Receivable
                  
                  
                  21,576
                  
                  
                  
                  60,097
                  
                  
                  
                  11,32727,928
                  
                  
                  
                  66,449
                  
                  
                  
                  17,679




54




CITYVIEW
CORPORATION LIMITED


NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS
 FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008


Consolidated
      Entity31-Dec-08
                          
                          $
                        
                        
                        31-Dec-07Restated
                          $
                        
                        
                        31-Dec-06Restated
                          $8.       Non Current
      Receivables


Loans
      to controlled entities – at cost
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Provision
      for doubtful debts
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Loan
      to Glenvale Associates – at cost
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  670,601Impairment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (670,601
                  )-
                  
                  
                  
                  -
                  
                  
                  
                  -





9.  Non-Current
      Other Financial Assets


Deposit
      – Cameroon Oil at cost (as previously reported)
                
                
                -
                
                
                
                1,896,409
                
                
                
                -Written-Off
      due to non-recoverability (see Note 1a)
                
                
                -
                
                
                
                (1,896,409
                )
                
                
                --
                
                
                
                -
                
                
                
                -





10.  Non-Current
      Available for sale Financial
Assets


Investment
      - Quest Middle East Limited at cost
                
                
                -
                
                
                
                -
                
                
                
                263,748Investment
      – Madura/ Simenggaris at cost
                
                
                -
                
                
                
                -
                
                
                
                2Investment
      – European Oil Limited at cost (c)
                
                
                1,600,910
                
                
                
                713,150
                
                
                
                -Investment
      – Fortitude Minerals at cost
                
                
                15,519,734
                
                
                
                4,818,220
                
                
                
                -Investment
      – Pensador Resources Inc at cost
                
                
                13,637,060
                
                
                
                -
                
                
                
                -Investment
      – Canzar Resources at cost
                
                
                5,381,595
                
                
                
                -
                
                
                
                -Impairment
      note (a)
                
                
                (36,139,301
                )
                
                
                (5,531,370
                )
                
                
                (263,748
                )-
                
                
                
                2
                
                
                
                2Balance
      at the beginning of the year
                
                
                2
                
                
                
                2
                
                
                
                2Additions
                
                
                30,607,929
                
                
                
                5,537,370
                
                
                
                263,748Disposals
      (sale and redemption)
                
                
                -
                
                
                
                -
                
                
                
                -Impairment
                
                
                (30,607,931
                )
                
                
                (5,531,370
                )
                
                
                (263,748
                )-
                
                
                
                2
                
                
                
                2Unlisted
      securities (note (b))Equity
      securities
                
                
                -
                
                
                
                2
                
                
                
                2-
                
                
                
                2
                
                
                
                2




(a)           Impairment


The
principle activity of the above associate entities is mineral exploration. It is
the policy of the consolidated entity to expense exploration and evaluation
expenditure. The application of this policy to the above associated entities has
resulted in the impairment of the above, other financial assets.





(b)           Unlisted
securities


Unlisted
securities are traded in inactive markets. They are recorded at cost and written
off through the income statement in accordance with the company’s accounting
policy.  Included in unlisted securities are shares in issued capital
of Fortitude Minerals Limited at fair value of the Australian dollar equivalent
to US$1.39 per share (at cost).





(c)           European
Oil Limited


European
Oil Limited has a 45% ownership interest in Quest Energy Middle East
Limited




55




CITYVIEW
CORPORATION LIMITED




NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008




Consolidated
      Entity31-Dec-08
                            
                            $
                          
                          
                          31-Dec-07Restated
                            $
                          
                          
                          31-Dec-06Restated
                            $11.
      Equipment


Equipment
      at cost
                      
                      
                      73,630
                      
                      
                      
                      73,630
                      
                      
                      
                      42,285Disposals
                      
                      
                      (22,504
                      )
                      
                      
                      -
                      
                      
                      
                      -Less
      accumulated depreciation
                      
                      
                      (26,371
                      )
                      
                      
                      (38,740
                      )
                      
                      
                      (31,411
                      )24,755
                      
                      
                      
                      34,890
                      
                      
                      
                      10,874Balance
      at the beginning of year
                      
                      
                      34,890
                      
                      
                      
                      10,874
                      
                      
                      
                      885Additions
                      
                      
                      5,062
                      
                      
                      
                      31,345
                      
                      
                      
                      12,109Depreciation
      expense
                      
                      
                      (15,197
                      )
                      
                      
                      (7,329
                      )
                      
                      
                      (2,120
                      )Carrying
      amount at year end
                      
                      
                      24,755
                      
                      
                      
                      34,890
                      
                      
                      
                      10,874





12.
      Oil AssetsAcquisition
      costs and exploration anddevelopment
      expenditure carried forward inrespect
      of areas of interest – at cost.
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  --
                  
                  
                  
                  -
                  
                  
                  
                  -





13.
Investments accounted for using the equity method


Shares
      in Associates (note 23)
                
                
                -
                
                
                
                -
                
                
                
                1,100,317Impairment
                
                
                -
                
                
                
                -
                
                
                
                (1,100,317
                )-
                
                
                
                -
                
                
                
                -





14.
Exploration and Evaluation Expenditure


Exploration
      and evaluation costs
                
                
                -
                
                
                
                -
                
                
                
                --
                
                
                
                -
                
                
                
                -Balance
      at the beginning of the year
                
                
                -
                
                
                
                -
                
                
                
                -Exploration
      and evaluation costs – Angola
                
                
                -
                
                
                
                2,157,059
                
                
                
                -Costs
      written off
                
                
                -
                
                
                
                (2,157,059
                )
                
                
                --
                
                
                
                -
                
                
                
                -





15.
Trade and Other Payables


Unsecured:Trade
      creditors
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Accrued
      expenses
                  
                  
                  88,576
                  
                  
                  
                  295,343
                  
                  
                  
                  12,503Annual
      leave provision
                  
                  
                  8,434
                  
                  
                  
                  4,762
                  
                  
                  
                  -97,010
                  
                  
                  
                  300,105
                  
                  
                  
                  12,503





56




CITYVIEW
CORPORATION LIMITED




NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008






Consolidated
      Entity31-Dec-08
                          
                          $
                        
                        
                        31-Dec-07Restated
                          $
                        
                        
                        31-Dec-06Restated
                          $16. Interest
      Bearing Liabilities


Loan
      payable to a major shareholder
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  --
                  
                  
                  
                  -
                  
                  
                  
                  -


17.
Non Current Payables


Long
      service leave provision
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  --
                  
                  
                  
                  -
                  
                  
                  
                  -Balance
      at the beginning of year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  18,000Add
      long service leave provision
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Less
      Long service leave paid
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (18,000
                  )-
                  
                  
                  
                  -
                  
                  
                  
                  -
  18.
Contributed Equity
 (a)
Share capital
 Number
      of Shares
                          
                          
                          Share
      Capital$Ordinary
      fully paid shares at December 31, 2006
                          
                          
                          182,333,232
                          
                          
                          
                          62,377,938Ordinary
      fully paid shares at December 31, 2007
                          
                          
                          333,692,632
                          
                          
                          
                          81,930,730Ordinary
      fully paid shares at December 31, 2008
                          
                          
                          561,873,441
                          
                          
                          
                          107,315,153(b)
      Movements in ordinary shares on issueBalance
      at beginning of year
                          
                          
                          333,692,632
                          
                          
                          
                          81,930,730Exercise
      of options
                          
                          
                          111,596
                          
                          
                          
                          19,299Issue
      of fully paid ordinary shares @ $0.0125
                          
                          
                          63,819,213
                          
                          
                          
                          797,740Issue
      of fully paid ordinary shares @ $0.10
                          
                          
                          36,000,000
                          
                          
                          
                          3,600,000Issue
      of fully paid ordinary shares @ $0.11
                          
                          
                          5,000,000
                          
                          
                          
                          550,000Issue
      of fully paid ordinary shares @ $0.15
                          
                          
                          9,000,000
                          
                          
                          
                          1,350,000Issue
      of fully paid ordinary shares @ $0.175
                          
                          
                          12,500,000
                          
                          
                          
                          2,187,500Issue
      of fully paid ordinary shares @ $0.222
                          
                          
                          75,000,000
                          
                          
                          
                          16,650,000Issue
      of fully paid ordinary shares @ $0.238
                          
                          
                          2,000,000
                          
                          
                          
                          476,000Issue
      of fully paid ordinary shares @ $0.022 insatisfaction
      of promotion and marketing of thecompany
                          
                          
                          4,000,000
                          
                          
                          
                          88,000Issue
      of fully paid ordinary shares @ $0.10 insatisfaction
      of fees in relation to Enditrade Logistics
                          
                          
                          20,000,000
                          
                          
                          
                          2,000,000Issue
      of fully paid ordinary shares @ $0.195 insatisfaction
      of promotion and marketing of thecompany
                          
                          
                          750,000
                          
                          
                          
                          146,250Share
      issue costs
                          
                          
                          -
                          
                          
                          
                          (2,480,366
                          )Ordinary
      fully paid shares at December 31, 2008
                          
                          
                          561,873,441
                          
                          
                          
                          107,315,153
  57
  CITYVIEW
CORPORATION LIMITED
  NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS
 FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008


18.   Contributed
Equity (cont)




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




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




(c)
              Options:
  As at
December 31, 2008 there were 96,529,950 options on issue. The options have a
exercise price of 15c and expire on November 30, 2009.
 
 (d)
              Dividends:
 
 The
Directors declared no dividend during the reporting period.
 
 (e)
              Franking
      credits:
 
 The
Company retains no franking credits for the year ended December 31, 2008 and the
year ended December 31, 2007.
 
 
 (f)
              Capital
      risk management:
 
 The group
and the parent entity’s objectives when managing capital are to safeguard their
ability to continue as a going concern, so that they can continue to potentially
provide for shareholders in the future and to maintain an optimal capital
structure to reduce the cost of capital.
 
 As at
December 31, 2007 and 2008 the parent and group entities were debt free, the
gearing ratio’s for both parent and group was zero.




Consolidated
      Entity31-Dec-08
                              
                              $
                            
                            
                            31-Dec-07Restated
                              $
                            
                            
                            31-Dec-06Restated
                              $19. ReservesReserves


Share
      based payment reserve
                  
                  
                  2,911,600
                  
                  
                  
                  2,710,370
                  
                  
                  
                  -Option
      premium reserve
                  
                  
                  2,273,446
                  
                  
                  
                  2,273,446
                  
                  
                  
                  -5,185,046
                  
                  
                  
                  4,983,816
                  
                  
                  
                  -MovementsShare
      based payment reserveBalance
      at the beginning of the year
                  
                  
                  2,710,370
                  
                  
                  
                  -
                  
                  
                  
                  -Movement
      during the year
                  
                  
                  201,230
                  
                  
                  
                  2,710,370
                  
                  
                  
                  -Balance
      at 31 December
                  
                  
                  2,911,600
                  
                  
                  
                  2,710,370
                  
                  
                  
                  -Option
      premium reserveBalance
      at the beginning of the year
                  
                  
                  2,273,446
                  
                  
                  
                  -
                  
                  
                  
                  -Movement
      during the year
                  
                  
                  -
                  
                  
                  
                  2,273,446
                  
                  
                  
                  -Balance
      at 31 December
                  
                  
                  2,273,446
                  
                  
                  
                  2,273,446
                  
                  
                  
                  -




58


NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008












Consolidated
      Entity31-Dec-08
                                      
                                      $
                                    
                                    
                                    31-Dec-07

                                        Restated
                                        $
                                    
                                    
                                    31-Dec-06

                                        Restated
                                        $20.  Accumulated
      lossesAccumulated losses
      at the beginning of the financial year
                                    
                                    
                                    75,300,851
                                    
                                    
                                    
                                    61,455,448
                                    
                                    
                                    
                                    52,399,055Net loss
      attributable to the members of the entity
                                    
                                    
                                    37,114,763
                                    
                                    
                                    
                                    13,845,403
                                    
                                    
                                    
                                    9,056,393Accumulated
      losses at the end of this financial year
                                    
                                    
                                    112,415,614
                                    
                                    
                                    
                                    75,300,851
                                    
                                    
                                    
                                    61,455,448




21.  Earnings
      per share
                
                31-Dec-08
                
                
                31-Dec-07
                
                
                31-Dec-06(a)  Basic
      and diluted loss per share (cents per share)
                
                
                (8.75c
                )
                
                
                (5.50c
                )
                
                
                (6.47c
                )The
      weighted average number of ordinary shares on
                  issue
      used in the calculation of basic and diluted losses per
    share
                
                
                424,403,386
                
                
                
                251,606,109
                
                
                
                139,905,758





(b)  Diluted
losses per share are not disclosed, as they are not diluted.




22.  Financial
Reporting by Segments





(a)
Primary Segments


Investments
                                                                                
                                                                                
                                                                                
                                                                                Exploration
                                                                                
                                                                                
                                                                                
                                                                                Unallocated
                                                                                
                                                                                
                                                                                
                                                                                Consolidated31
      Dec 08
                                                                                
                                                                                
                                                                                
                                                                                31
      Dec 07
                                                                                
                                                                                
                                                                                
                                                                                31
      Dec 08
                                                                                
                                                                                
                                                                                
                                                                                31
      Dec 07
                                                                                
                                                                                
                                                                                
                                                                                31
      Dec 08
                                                                                
                                                                                
                                                                                
                                                                                31
      Dec 07
                                                                                
                                                                                
                                                                                
                                                                                31
      Dec 08
                                                                                
                                                                                
                                                                                
                                                                                31
      Dec 07$
                                                                                
                                                                                
                                                                                
                                                                                $
                                                                                
                                                                                
                                                                                
                                                                                $
                                                                                
                                                                                
                                                                                
                                                                                $
                                                                                
                                                                                
                                                                                
                                                                                $
                                                                                
                                                                                
                                                                                
                                                                                $
                                                                                
                                                                                
                                                                                
                                                                                $
                                                                                
                                                                                
                                                                                
                                                                                $Other
      revenue/income
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                92,250
                                                                                
                                                                                
                                                                                
                                                                                210,063
                                                                                
                                                                                
                                                                                
                                                                                92,250
                                                                                
                                                                                
                                                                                
                                                                                210,063Segment
      profit/(loss) after income tax
                                                                                
                                                                                
                                                                                (37,207,013
                                                                                )
                                                                                
                                                                                
                                                                                (14,184,759
                                                                                )
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                92,250
                                                                                
                                                                                
                                                                                
                                                                                210,063
                                                                                
                                                                                
                                                                                
                                                                                (37,114,763
                                                                                )
                                                                                
                                                                                
                                                                                (13,974,696
                                                                                )Segment
      Assets
                                                                                
                                                                                
                                                                                181,595
                                                                                
                                                                                
                                                                                
                                                                                12,262,104
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                181,595
                                                                                
                                                                                
                                                                                
                                                                                12,262,104Segment
      Liabilities
                                                                                
                                                                                
                                                                                (97,010
                                                                                )
                                                                                
                                                                                
                                                                                (300,105
                                                                                )
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                (97,010
                                                                                )
                                                                                
                                                                                
                                                                                (300,105
                                                                                )Depreciation/amortisation
                                                                                
                                                                                
                                                                                (15,197
                                                                                )
                                                                                
                                                                                
                                                                                (7,329
                                                                                )
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                (15,197
                                                                                )
                                                                                
                                                                                
                                                                                (7,329
                                                                                )Investments
      in associates,
                                                                                  Exploration
      expenditure
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -





The major
products and services covered by those segments are:


Investments from general
financing and corporate activities


Exploration of minerals and
oil and gas interests




59





CITYVIEW
CORPORATION LIMITED
  NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS
 FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008





22.  Financial
Reporting by Segments (Continued)





(b)
Secondary Segments





Indonesia
                                  
                                  
                                  Africa/Middle
      East
                                  
                                  
                                  Australia
                                  
                                  
                                  Unallocated
                                  
                                  
                                  Consolidated31Dec08
                                    $
                                  
                                  
                                  31Dec07
                                    $
                                  
                                  
                                  31Dec08
                                    $
                                  
                                  
                                  31Dec07
                                    $
                                  
                                  
                                  31Dec08
                                    $
                                  
                                  
                                  31Dec07
                                    $
                                  
                                  
                                  31Dec08
                                    $
                                  
                                  
                                  31Dec07
                                    $
                                  
                                  
                                  31Dec08
                                    $
                                  
                                  
                                  31Dec07
                                    $Other
      revenue/income
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  92,250
                                  
                                  
                                  
                                  210,063
                                  
                                  
                                  
                                  92,250
                                  
                                  
                                  
                                  210,063Segment
      profit/(loss) after income tax
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (9,450,381
                                  )
                                  
                                  
                                  (37,207,013
                                  )
                                  
                                  
                                  (4,734,378
                                  )
                                  
                                  
                                  92,250
                                  
                                  
                                  
                                  210,063
                                  
                                  
                                  
                                  (37,114,763
                                  )
                                  
                                  
                                  (13,974,696
                                  )Segment
      Assets
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  181,595
                                  
                                  
                                  
                                  12,262,102
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  181,595
                                  
                                  
                                  
                                  12,262,102Segment
      Liabilities
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (97,010
                                  )
                                  
                                  
                                  (300,105
                                  )
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (97,010
                                  )
                                  
                                  
                                  (300,105
                                  )Depreciation
      / amortisation
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (15,197
                                  )
                                  
                                  
                                  (7,329
                                  )
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (15,197
                                  )
                                  
                                  
                                  (7,329
                                  )Investments
      in associates, exploration expenditure
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -


The
pricing of inter-segmental transactions is the same as prices charged on
transactions with parties outside the economic entity.




60




CITYVIEW
CORPORATION LIMITED
  NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS
 FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008


23.  Particulars
Relating to All Entities





Country
      of
                Incorporation
              Type
      of
                Shares
      Held
              Principal
                Activity
              Ownership
      interestParent
      entity
              
              
              
              2008
              2007CityView
      Corporation Limited
              Australia
              Ordinary
              Investment
              100%
              100%Controlled
      entitiesCityView
      Asia Pty Ltd
              Australia
              Ordinary
              Exploration
              100%
              100%Glenvale
      Associates Limited
              Belize
              Ordinary
              Exploration
              -
              79%Other
      Financial AssetsEuropean
      Oil Limited
              UK
              Ordinary
              Exploration
              70%
              -Fortitude
      Minerals Limited
              Belize
              Ordinary
              Exploration
              45%
              8.00%Pensador
      Resources Inc.
              USA
              Ordinary
              Exploration
              18.5%
              -Quest
      Energy Middle East Limited
              UAE
              Ordinary
              Exploration
              -
              8.30%Medco
      Madura Pty Ltd
              Australia
              Ordinary
              Exploration
              -
              2.65%Medco
      Simenggaris Pty Ltd
              Australia
              Ordinary
              Exploration
              -
              2.50%





The
accounts of, Fortitude Minerals Limited 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.





European
Oil Limited for accounting purposes has been treated as an associate as the
Company administers no control and has not received any financial accounts to
December 31, 2008.





Consolidated
      Entity24.  Notes
      to Cash Flow Statement
                    
                    31-Dec-08
                      
                      $
                    
                    
                    31-Dec-07
                      Restated
                      $
                    
                    
                    31-Dec-06
                      Restated
                      $(a)
      Reconciliation of cashCash
      at the end of the financial year as shown in
                      the
      cash flow statement is reconciled to the related
                      items
      in the balance sheet as follows:Cash
                    
                    
                    128,
      912
                    
                    
                    
                    12,160,763
                    
                    
                    
                    906,440128,912
                    
                    
                    
                    12,160,763
                    
                    
                    
                    906,440






61




CITYVIEW
CORPORATION LIMITED





NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008







Consolidated
      Entity31-Dec-08
                                                                
                                                                $
                                                              
                                                              
                                                              31-Dec-07
                                                                Restated
                                                                $
                                                              
                                                              
                                                              31-Dec-06
                                                                Restated
                                                                $24.  Notes to Cash
      Flow Statement
      (cont)(b)
      Reconciliation of loss from ordinary
                                                                activities
      after tax to net cash (used by)
                                                                operating
      activitiesLoss
      from ordinary activities
                                                              
                                                              
                                                              (37,114,763
                                                              )
                                                              
                                                              
                                                              (13,974,696
                                                              )
                                                              
                                                              
                                                              (9,056,393
                                                              )Add
      non cash operating items:Depreciation
                                                              
                                                              
                                                              15,197
                                                              
                                                              
                                                              
                                                              7,329
                                                              
                                                              
                                                              
                                                              2,120Exploration
      & Development expenditure written off
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              294,409Issue
      of shares in lieu of payment
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              150,000Impairment
      of Other Financial Assets
                                                              
                                                              
                                                              30,607,931
                                                              
                                                              
                                                              
                                                              5,267,620
                                                              
                                                              
                                                              
                                                              2,034,668Exploration
      & Development expenditure written off
                                                              
                                                              
                                                              2,800,000
                                                              
                                                              
                                                              
                                                              2,157,059
                                                              
                                                              
                                                              
                                                              -Cameroon
      Oil deposit written off
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              1,896,409
                                                              
                                                              
                                                              
                                                              -Pensador
      reclassification
                                                              
                                                              
                                                              (1,200,340
                                                              )
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -Share
      based payments – ESOP
                                                              
                                                              
                                                              201,230
                                                              
                                                              
                                                              
                                                              2,710,370
                                                              
                                                              
                                                              
                                                              -Share
      based payments – Marketing
                                                              
                                                              
                                                              234,250
                                                              
                                                              
                                                              
                                                              360,000
                                                              
                                                              
                                                              
                                                              -Change
      in assets and liabilities net of the effect of purchase and disposal of
      controlled entities:
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (285,000
                                                              )
                                                              
                                                              
                                                              5,644,530(Increase)/decrease
      in receivables
                                                              
                                                              
                                                              38,521
                                                              
                                                              
                                                              
                                                              (48,770
                                                              )
                                                              
                                                              
                                                              -(Decrease)/increase
      in payables
                                                              
                                                              
                                                              (203,095
                                                              )
                                                              
                                                              
                                                              287,602
                                                              
                                                              
                                                              
                                                              (25,675
                                                              )Foreign
      exchange losses
                                                              
                                                              
                                                              (8,316
                                                              )
                                                              
                                                              
                                                              (12,558
                                                              )
                                                              
                                                              
                                                              -Minority
      interests
                                                              
                                                              
                                                              (581,620
                                                              )
                                                              
                                                              
                                                              173,960
                                                              
                                                              
                                                              
                                                              -Share
      of net profit of associates accounted for
                                                                Using
      the equity method of accounting
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (357
                                                              )Net
      cash (used) by operating activities
                                                              
                                                              
                                                              (5,211,005
                                                              )
                                                              
                                                              
                                                              (1,460,675
                                                              )
                                                              
                                                              
                                                              (956,698
                                                              )





(c) 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.










31-Dec-08
                                        Restated
                                        $
                                      
                                      
                                      31-Dec-07
                                        Restated
                                        $
                                      
                                      
                                      31-Dec-06
                                        Restated
                                        $25.  Non-cash
      investing activityAcquisition
      of shares in Glenvale
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      920,000Acquisition
      of shares in Fortitude
                                      
                                      
                                      16,500,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -




During
the financial year the parent entity issued shares to the value of approximately
$16.5 million for an investment in an associated entity owned by a control
entity. This transaction was processed through the company’s broker in
London.




62




CITYVIEW
CORPORATION LIMITED





NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008






26.  Financial
Instruments





Financial
Risk Management


CityView
is exposed in particular to risks to movements in interest rates that affect the
value of its assets. Financial risk management aims to limit these market risks
through the on going review of the interest rates and its predicted
outcomes.





(a)
Interest Rate Risks





CityView
is exposed to interest rate risk in Australia. To minimise the effects of
reducing interest income that the group may receive, the board plans to invest
the excess cash position in the near future to avoid any adverse effects of
future interest rates. As the parent and the group plan to invest the large cash
balances, there is no written internal policy on interest rate
management.





Interest
rate risks are required to be presented by way of sensitivity analysis in
accordance with AASB 7; these show the effects of changes in the market interest
rates on interest income. The interest rate sensitivity analysis is based on the
following assumptions:





Changes
in market interest rates affects the interest income of non derivative variable
interest financial instruments and is based on both historic trends and the
perceived market interest. .





CityView
Group and Parent have determined that the effects of changes in these interest
rates based upon forward looking rates would not have a material effect on the
group or the parent for 2008 or 2007.





The
following table summarises the sensitivity of the Groups financial assets (cash)
to interest rate risk.




Interest
      rate risk-1%
                                                              
                                                              
                                                              +1%December
      31, 2008
                                                              
                                                              Carrying
      amount $
                                                              
                                                              
                                                              Profit
      $
                                                              
                                                              
                                                              Equity
      $
                                                              
                                                              
                                                              Profit
      $
                                                              
                                                              
                                                              Equity
      $Financial
      assetsCash
      and cash equivalents
                                                              
                                                              
                                                              128,912
                                                              
                                                              
                                                              
                                                              (1,289
                                                              )
                                                              
                                                              
                                                              (1,289
                                                              )
                                                              
                                                              
                                                              1,289
                                                              
                                                              
                                                              
                                                              1,289Total
      increase/(decrease)
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (1,289
                                                              )
                                                              
                                                              
                                                              (1,289
                                                              )
                                                              
                                                              
                                                              1,289
                                                              
                                                              
                                                              
                                                              1,289




(b)
Liquidity risk





The group
has no significant exposure to Liquidity risk as there is effectively no debt
however should there be a risk of a non material nature then the group manages
liquidity risk by monitoring forecast cash flows.





(c)
Foreign exchange risk





Foreign
exchange risk arises when future commercial transactions and recognised assets
and liabilities are denominated in a currency that is not the entity’s
functional currency.





The group
operates internationally and is exposed to foreign exchange risk arising from
the exposure to the US dollar.




63




CITYVIEW
CORPORATION LIMITED





NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008






26.  Financial
Instruments (cont)





(d)          
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.





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.





(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.





27.  Key
management personal disclosure





(a) Directors


The
following persons were directors of the Company during the financial year ended
December 31, 2008:




(i)
                  Chairman
      – non-executiveM A
      Africano
                  (from
      October 22, 2008)(ii)
                  Executive
      directorsP M
      Smyth
                  Chief
      Executive(iii)
                  Non
      - executive directorsR J
      F BrothersP
      Rand
                  (from
      October 27, 2008)W V
      Reid
                  (from
      October 27, 2008)P G
      H Smith
                  (from
      January 1, 2008 – April 21, 2008)I
      Egan
                  (from
      April 21, 2008 – October 27, 2008)N
      Hoexter
                  (from
      January 1, 2008 – October 27, 2008)P
      de Chazal
                  (from
      January 1, 2008 – October 27, 2008)




64




CITYVIEW
CORPORATION LIMITED





NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008





27.  Key
management personal disclosure (cont)





(b) Key
management personal compensation





Consolidated
      Entity31
      Dec 08
                        
                        $
                      
                      
                      31
      Dec 07
                        Restated
                        $
                      
                      
                      31Dec
      06
                        Restated
                        $Short
      term employee benefits
                      
                      
                      665,730
                      
                      
                      
                      2,944,900
                      
                      
                      
                      300,360Post
      employee benefits
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Long
      term benefits
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Share
      based payments
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -665,730
                      
                      
                      
                      2,944,900
                      
                      
                      
                      300,360





The
Company has taken advantage of the relief provided by Corporations Regulations
2M.6.04 and has transferred the detailed remuneration disclosures to the
directors report. The relevant information can be found in section A – E of the
remuneration report on pages 18 to 21.





(c) Equity
instruments disclosures relating to key management personal





(i)           Option
holdings


The
number of options over ordinary shares in the company held during the financial
year by each director of CityView Corporation Limited and other key management
personnel of the group, including their personally related parties, are set out
below.





2008
                  Name
                Balance
      at
                  start
      of year
                Received
      during
                  the
      year
                Exercised
                  duringthe
      year
                Other
      changes
                  during
      the year
                Balance
      at the
                  end
      of the yearM
      A Africano
                -
                -
                -
                -
                -P
      M Smyth
                5,210,086
                -
                -
                -
                5,210,086R
      J F Brothers
                -
                3,000,000
                -
                -
                3,000,000P
      Rand
                -
                -
                -
                -
                -W
      V Reid
                -
                -
                -
                -
                -P
      G H Smith
                -
                -
                -
                -
                -I
      R Egan
                -
                -
                -
                -
                -N
      P Hoexter
                3,000,000
                -
                -
                -
                3,000,000P
      A de Chazal
                3,000,000
                -
                -
                -
                3,000,000





2007
                  Name
                Balance
      at start
                  of
      year
                Received
      during
                  the
      year
                Exercised
      during
                  the
      year
                Other
      changes
                  during
      the year
                Balance
      at the
                  end
      of the yearP M
      Smyth
                -
                5,000,000
                -
                210,086
                5,210,086P G
      H Smith
                -
                3,000,000
                -
                -
                3,000,000N P
      Hoexter
                -
                3,000,000
                -
                -
                3,000,000P A
      de Chazal
                -
                3,000,000
                -
                -
                3,000,000R J
      F Brothers
                -
                -
                -
                -
                -M
      al Ansari
                750,000
                -
                -
                (750,000)
                -J H
      Jacoby
                100,000
                2,000,000
                -
                (100,000)
                2,000,000




65


CITYVIEW
CORPORATION LIMITED
  NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS
 FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008




27.  Key
management personal disclosure (cont)





(ii)           Share
holdings


The
number of shares in the company held during the financial year by each director
of CityView Corporation Limited and other key management personnel of the group,
including their personally related parties, are set out below. There were no
shares granted during the reporting period as compensation.





2008
                  Name
                Balance
      at start
                  of
      year
                Received
      during
                  the
      year on
                  option
      exercise
                Other
      changes
                  during
      the year
                Balance
      at the
                  end
      of the yearM
      A Africano
                -
                -
                -
                -P
      M Smyth
                1,050,426
                -
                -
                1,050,426R
      J F Brothers
                -
                -
                -
                -P
      Rand
                -
                -
                -
                -W
      V Reid
                -
                -
                -
                -P
      G H Smith
                -
                -
                -
                -I
      R Egan
                -
                -
                -
                -N
      P Hoexter
                -
                -
                -
                -P
      A de Chazal
                -
                -
                -
                -








2007
                  Name
                Balance
      at start of
                  year
                Received
      during
                  the
      year on option
                  exercise
                Other
      changes
                  during
      the year
                Balance
      at the
                  end
      of the yearP M
      Smyth
                1,050,426
                -
                -
                1,050,426P G
      H Smith
                -
                -
                -
                -N P
      Hoexter
                -
                -
                -
                -P A
      de Chazal
                -
                -
                -
                -R J
      F Brothers
                -
                -
                -
                -M
      al Ansari
                1,250,000
                -
                -
                1,250,000J H
      Jacoby
                200,000
                -
                (200,000)
                -





28.  Related
Party Disclosures





(a)           Parent
entities





The
parent entity as well as the ultimate Australian entity within the Group is
CityView Corporation Limited.





(b)           Subsidiaries





Interest
in subsidiaries are set out in note 23.





(c)           Key
management personnel





Disclosure
relating to key management personnel are set out in note 27.




66





CITYVIEW
CORPORATION LIMITED





NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008





28.  Related
Party Disclosures (cont)





(d)
            Loans
      to/from related parties




Consolidated
      Entity31-Dec-08
                                                      
                                                      $
                                                    
                                                    
                                                    
                                                    31-Dec-07Restated
                                                      $
                                                    
                                                    
                                                    
                                                    31-Dec-06Restated
                                                      $Loans from other related
      partiesBeginning
      of the year
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    204,666Loans
      advanced
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -Loans
      repaid
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (200,000
                                                    )Interest
      charged
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    5,834Interest
      paid
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (10,500
                                                    )End
      of year
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -


Loans
to associates


Beginning
      of the year
                          
                          
                          -
                          
                          
                          
                          670,601
                          
                          
                          
                          -Loans
      advanced
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          670,601Loans
      taken up on consolidation
                          
                          
                          -
                          
                          
                          
                          (670,601
                          )
                          
                          
                          -Interest
      charged
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Interest
      paid
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -End
      of year
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          670,601





(e)
            Terms
      and conditions


On July
21, 2006, the company made an interest free loan of $670,601 to Glenvale
Associates. The terms of the loan state that Glenvale Associates will repay the
loan to CityView on the successful development and commercial exploitation of
the Longonjo lease in Angola held by Glenvale Associates. The loan has been
taken up on consolidation of Glenvale into CityView. The loan of $670,601 has
been fully impaired as at December 31, 2006 – see note 8.





(f)
            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.





(g)
            Equity
      interests in controlled entities


As
disclosed in Note 23 at December 31, 2008, the Company has the entire ownership
of CityView Asia Pty Ltd and 45% of Fortitude Minerals Limited and 70% of
European Oil Limited.




Consolidated
      Entity31-Dec-08
                                                                
                                                                $
                                                              
                                                              
                                                              
                                                              31-Dec-07Restated
                                                                $
                                                              
                                                              
                                                              
                                                              31-Dec-06Restated
                                                                $29.  Share Based Payments
    Plans


Total
expenses arising from share based payment transactions recognised during the
period as part of share based payment expense were as follows:





Shares
      issued in lieu of marketing expenses
                    
                    
                    2,234,250
                    
                    
                    
                    360,000
                    
                    
                    
                    150,000Options
      issued under employee option plan fully vested
                    
                    
                    -
                    
                    
                    
                    493,370
                    
                    
                    
                    -Options
      issued to “KMP” fully vested
                    
                    
                    201,230
                    
                    
                    
                    2,217,000
                    
                    
                    
                    -2,435,480
                    
                    
                    
                    3,070,370
                    
                    
                    
                    150,000




67




CITYVIEW
CORPORATION LIMITED





NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008






(b)           Type
of share based payment plan





The
Company has established an employee share option plan (ESOP). The objective of
the ESOP is to assist in the recruitment, reward, retention and motivation of
employees of CityView Corporation Limited and its subsidiaries. Under the ESOP,
the directors may invite individuals acting in a manner similar to employees to
participate in the ESOP and receive options. An individual may receive the
options or nominate a relative or associate to receive the options. The plan is
open to executive officers, nominated consultants and employees of CityView
Corporation Limited and its subsidiaries.





The fair
value at grant date of options granted during the reporting period is determined
using the Black Scholes option pricing model that takes into account the
exercise price, the term of the option, the impact of dilution, the share price
at grant date and expected price volatility of the underlying share and the risk
free interest rate for the term of the option.





(c)           Summary
of options granted under ESOP





Grant
      Date
            Expiry
      Date
            Exercise
              Price
            Balance
      at
              Start
      of
              Year
            Granted
              During
      the
              Year
            Exercised
              During
      the
              Year
            Balanceat
              end
      of Year
            Vested
      &
              Exercisable
              at
      end of
              Year-
            -
            -
            -
            -
            -
            -
            -Weighted
      average exercise price
            
            
            $0.00
            $0.00
            $0.00





There
were no options granted under ESOP from January 1, 2008 to December 31,
2008.





30.  Commitments
for Expenditure





All of
CityView’s future exploration and development expenditure will be paid directly
by its associated companies for their relevant exploration and development
expenditure.





CityView
will be responsible for its ongoing local administration and operating
costs.





CityView
has a draw down facility to the value of $2,000,000 to fund its next 15 months
administration and operating costs of which $100,000 has been drawn down as at
July 14, 2009.




68





CITYVIEW
CORPORATION LIMITED





NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008





31.  Business
Combinations





On March
5, 2008, CityView Corporation Limited sold its shareholding in Glenvale
Associates Limited to Fortitude Minerals Limited, an exploration group operating
in Angola for 15 million shares in Fortitude Minerals Limited at US$1.39 per
share.





Details
of the sale are as follows:





Sale
Consideration





$Value
      received for sale of subsidiary
                  
                  
                  22,361,647Less
      Costs incurred
                  
                  
                  448,572Gain
      on sale
                  
                  
                  21,913,075





32.  Investments
in Associates





On March
5, 2008, CityView Corporation Limited acquired 45% of Fortitude Minerals
Limited, an exploration group with projects in Angola. This acquisition has been
achieved in stages as follows.





Purchase
Fortitude Minerals Limited - Shares.





No
      of shares
                  
                  
                  $Book
      value of investment
                  
                  
                  9,646,103
                  
                  
                  
                  14,433,669Other
      – Sale of Glenvale Associates Limited – Shares
                  
                  
                  15,000,000
                  
                  
                  
                  22,361,64724,646,103
                  
                  
                  
                  36,795,316Less
      Gain on sale of subsidiary (see note 31)
                  
                  
                  
                  
                  
                  
                  (21,913,075
                  )Consolidating
      carried value of associate
                  
                  
                  
                  
                  
                  
                  14,882,241





Fortitude
Minerals Limited has a number of subsidiaries companies which hold the licenses
over mining permits in Angola.





Subsequent
to March 5, 2008 $637,493 in Fortitude Mineral expenses was reclassified as part
of the Carrying Value of Associate. As at December 31, 2008 the Investment in
Fortitude Minerals at cost was $15,519,734 which has been fully impaired – see
note 10.




69





CITYVIEW
CORPORATION LIMITED





NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008






33.
Voluntary Changes in Accounting Policy





Consolidated
      Entity2007$Changes
      to account balancesNon
      current available for sale financial assets prior to
change-
      Quest Energy Middle East Limited
                  713,150-
      Fortitude Minerals at Cost
                  4,818,2205,531,370Expensed
      through income statement-
      Impairment of Other Financial Assets
                  (5,267,620)Adjustments
      accumulated losses – December 31, 2006
                  (263,750)Exploration
      and evaluation expenditure prior to change-
      Exploration and evaluation costs – Angola
                  3,927,977Expensed
      through income statement-
      Exploration and evaluation expenditure
                  (2,157,059)Adjustments
      accumulated losses – December 31, 2006
                  (1,770,918)-Adjustments
      to the financial accountIncome
      Statements for the year ended December 31, 2007-
      Impairment of Other Financial Assets
                  5,267,620-
      Exploration and Evaluation expenditure
                  2,157,059-
      Prior to the change in accounting policy
                  -Balance
      Sheet for the year ended December 31, 2007-
      Available for sale financial assets
                  2-
      Prior to change in accounting policy
                  5,531,370-
      Exploration and evaluation expenditure
                  --
      Prior to change in accounting policy
                  3,927,977Statements
      of change in equity-
      Total equity at the beginning of the financial year
                  922,490-
      Prior to the change in accounting policy
                  2,957,158




70




CITYVIEW
CORPORATION LIMITED
  NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS
 FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008


Consolidated
      Entity
                        2007$Changes
      in notes to and forming part of the financial statements for the financialyear
      ended December 31, 2007Non
      current available for sale financial asset-
      Total non current other financial asset
                      2-
      Prior to change in accounting policy
                      5,531,372Exploration
      and evaluation expenditure-
      Exploration and evaluation cost
                      --
      Prior to change in accounting policy
                      3,927,977Accumulated
      LossesSee
      accumulated losses (b) belowFinancial
      Reporting by Segmenta)
      Primary segments see (b) belowb)
      Secondary segments see (b) belowNotes
      to Statement of Cash FlowSee
      (b) below





71


CITYVIEW
CORPORATION LIMITED
  NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS
 FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008


Consolidated
      Entity
                        2007$(b)
      Changes to comparative figures to account for material misstatements in
      the prior years reportAdjustments
      to the financial accountsIncome
      StatementWrite
      off deposit - Cameroon Oil
                      1,896,409Write
      off loans to controlled entities – at cost
                      -Loss
      for the year prior to changes
                      4,653,608AdjustmentsChange
      in accounting policy
                      7,424,679See
      (a) above
                      12,078,287Change
      in (b)
                      1,896,409Loss
      for the year prior to changes
                      13,974,696Loss
      is attributed to equity holders of CityView Corporation
    Ltd.
                      13,845,403Minority
      interests
                      129,29313,974,696Prior
      to the changes (a) and (b) aboveLoss
      is attributed to equity holders of CityView Corporation
    Ltd.
                      4,524,315Minority
      interests
                      129,2934,653,608Basic
      loss per share
                      5.50cPrior
      to changes (a) and (b) above
                      1.80c




72




CITYVIEW
CORPORATION LIMITED
  NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS
 FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008


Consolidated
      Entity
                          2007$(b)
      Changes to comparative figures to account for material misstatements in
      the prior years report (cont.)Adjustments
      to Balance SheetOther
      financial assets
                        -Prior
      to the change in (b)
                        1,896,409Trade
      and other receivable
                        -Prior
      to change in (b)
                        -Accumulated
      losses prior to adjustments (a) and (b)
                        63,945,095Change
      in accounting policy
                        9,459,347Change
      in (b)
                        1,896,409Accumulated
      loss
                        75,300,851Total
      equity prior to adjustments (a) and (b)
                        23,317,755Change
      in accounting policy
                        (9,459,347)Change
      in (b)
                        (1,896,409)11,961,999Statement
      of change in equityLoss
      for the year attributable to CityView Corporation Ltd. prior to
      adjustments (a) and (b)
                        4,524,315Change
      in accounting policy
                        7,424,679Change
      in (b)
                        1,896,40913,845,403




73
 
  CITYVIEW
CORPORATION LIMITED
  NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS
 FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008


Consolidated
      Entity
                        2007$Adjustments
      to the notes to and forming part of the financial statements for the year
      ended December 31, 2007Trade
      and other receivablesLoan
      to controlled entities – at cost
                      -Prior
      to change in (b)
                      -Non
      current other financial assetsDeposit
      Cameroon Oil – at cost
                      -Prior
      to change in (b)
                      1,896,409Accumulated
      lossesAccumulated
      losses at the beginning of the financial year prior to adjustments (a) and
      (b)
                      59,420,780Change
      in accounting policy
                      2,034,66861,455,448Net
      loss attributable to the members of the parent entity prior to
      adjustments(a) and (b)
                      4,524,315Change
      in accounting policy
                      7,424,679Change
      in (b)
                      1,896,40913,845,403Accumulated
      Losses
                      75,300,851




74




CITYVIEW
CORPORATION LIMITED
  NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS
 FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008





Investments
                              2007
                            Exploration
                              2007$
                            $Adjustments
      to Financial Reporting by SegmentsPrimary
      SegmentsSegment
      profit (loss) after income tax prior to adjustment (a) and
    (b)
                            4,863,671
                            -Change
      in accounting policy
                            7,424,679
                            -Change
      in (b)
                            1,896,409
                            -14,184,759
                            -Segment
      assets prior to adjustments (a) and (b)
                            19,689,883
                            3,927,977Change
      in accounting policy
                            (5,531,370)
                            (3,927,977)Change
      in (b)
                            (1,896,409)
                            -12,262,104
                            -Secondary
      Segments
                            Africa/Middle
      EastSegment
      profit (loss) after income tax prior to adjustments (a) and
      (b)
                            (129,293)Change
      in accounting policy
                            (7,424,679)Change
      in (b)
                            (1,896,409)(9,450,381)Segment
      assets prior to adjustments (a) and (b)
                            11,355,756Change
      in accounting policy
                            (9,459,347)Change
      in (b)
                            (1,896,409)-Adjustments
      to notes to statement and cash flow
                            Consolidated
      Entity
                              2007
                              $Reconciliation
      of loss from ordinary activities after tax to net cash (used by) operating
      activitiesLoss
      from continuing operations prior to adjustments (a) and
(b)
                            4,653,608Change
      in accounting policy
                            7,424,679Change
      in (b)
                            1,896,40913,974,696Add
      non cash operating itemsImpairment
      of Other Financial Assets
                            5,267,620Exploration
      and Evaluation expenditure
                            2,157,059Prior
      to change in accounting policy
                            -Write
      off loans to controlled entities
                            -Prior
      to change in (b)
                            -Write
      off deposit Cameroon Oil
                            1,896,409Prior
      to change in (b)
                            -





75
  CITYVIEW
CORPORATION LIMITED


NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008






34.
Contingent Liabilities





The
Company is currently involved in negotiations for the purchase of an oil
refinery. Negotiations are continuing.





Montaque
Capital Partners previously threatened to make a claim against the Company for
non-payment of an alleged commission to it from the Company.  The
claim has been withdrawn.





35.  Subsequent
Events





On
January 21, 2009, The Company announced the termination of its relationship with
Pensador Resources Inc.  As a result of the termination, the following
occurred:





1.
            Pensador
      has transferred to CityView 18.5% of Angola Diamond Holdings Ltd, the
      parent company of Canzar Resources Limited (“Canzar”), in consideration of
      CityView returning 862,667 Pensador shares and the termination of a US$1
      million loan agreement. Canzar who holds approximately 42% interests in
      Nhefo and Luachisse diamond concessions in
  Angola.





2.
            Pensador
      has transferred to CityView the benefit of loans of ₤1,100,000 (GBP)
      and  US$3.2 million made by Pensador to Fortitude Minerals
      Limited in consideration of CityView transferring to Pensador its 10% Net
      Profits Interest in Nhefo and Luachisse
  alluvials.





3.
            Pensador
      has terminated CityView’s obligation to transfer to Pensador the refinery
      and the offshore oil potential rights in consideration for 3,400,000
      Pensador shares.





On
February 27, 2009, The Company in accordance with the resolution approved at the
Extraordinary General Meeting of January 30, 2009, allotted 8,796,000 shares to
six of the remaining seven shareholders of European Oil Limited in exchange for
their holding in European Oil Limited. CityView now holds 96.42% of European Oil
Limited.





On
February 28, 2009, The Company completed the placement of the shortfall stock in
relation to its rights issue to raise AUD$6.2 million. These funds have been
loaned to Fortitude Minerals Limited for the payment of licence fees in Angola
and the commencement of its work program in Angola.





On March
3, 2009, The Company allotted 15,000,000 shares at 0.8 cents per share for
marketing services in the United States.





On April
8, 2009, R J F Brothers resigned as a Director and P R Williams resigned as
Company Secretary of the Company. P M Smyth was appointed as Company
Secretary.





On May
11, 2009, The Company allotted 12,500,000 shares at 0.8 cents per share for
Working Capital.





On May
29, 2009 The Company held the Annual General Meeting. All resolutions were
passed on a poll.





On June
2, 2009, The Company allotted 50,000,000 shares at 0.8 cents per share for
Working Capital.





On June
29, 2009, W V Reid resigned as a Director and B R Brady was appointed as a
Director of the Company.





On June
29, 2009, The Company announced that Fortitude Minerals Limited have decided in
principle to merge. CityView has the option to merge on the same terms at any
time with the next six months. It is intended that the new entity will be listed
on the AIM market.





On July
13, 2009, The Company announced its participation in two South African Coal
Projects.





On July
13, 2009, The Company announced the General Meeting of Shareholders to be held
on August 21, 2009 to consider resolutions relating to the approval of issue of
options, ratification of past share placements and approval of issue of
shares.





76





CITYVIEW
CORPORATION LIMITED





NOTES
TO AND FORMING PART OF THE FINANCIAL STATEMENTS


FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2008







ITEM
18.            FINANCIAL
STATEMENTS





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





ITEM
19.            EXHIBITS





Attached.




77




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 authorised the undersigned to sign
this annual report on its behalf.






CITYVIEW CORPORATION
LIMITED




/s/
      Peter Mark SmythPM
      Smyth
                          Director
                        Dated:
      July 14, 2009






78