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

                                    FORM 20-F


     REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES
     EXCHANGE ACT OF 1934
OR
X    ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934
     For the calendar year ended December 31, 2004
OR
     TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 For the transition  period from  _________________  to
     ________________


Commission file number

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

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

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

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


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

None

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

Ordinary Shares

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

None


                                       1

<PAGE>

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

                              80,661,616 ordinary shares as at December 31, 2004

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

                                                                      X Yes   No

Indicate by check mark which financial statement item the registrant has elected
to follow.

                                                         X Item 17       Item 18

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

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

Yes     No      Not Applicable






                                       2

<PAGE>

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Providing  information  called for in Item 1 is not  required  for filing a Form
20-F as an Annual  Report under the Exchange Act.  Nevertheless,  the Company is
providing its  "Corporate  Directory"  updated from as it appeared in the Annual
Report for the year ended  December  31,  2004 as filed  with  Australian  Stock
Exchange Limited on March 30, 2005.

Directors
Yusufali M Jumabhoy        Chairman                  Resigned March 5, 2004
A I Saddique               Chairman
Ee Beng Yew                Chief Executive
Goh Yong Kheng             Director
Md Nazri Ramli             Director                  Resigned June 13, 2005
Thinagaran                 Director
John F Arbouw              Director
Robert Elliott             Director

Company Secretary
John F Arbouw

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

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

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

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

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

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

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


                                       3

<PAGE>

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable

ITEM 3.  KEY INFORMATION

A.   Selected Consolidated Financial Data
The selected historical data presented below has been derived from the financial
statements  of the Company,  which have been  examined by Feldman Sherb and Co.,
P.C.  (hereinafter  "Feldman") in their report for the years ended  December 31,
2002, 2001,  2000, 1999, and 1998 and by Sherb & Co., LLP (hereinafter  "Sherb")
and BDO Chartered Accountants ("BDO") for year ended December 31, 2003 and 2004.
With respect to Sherb,  be advised that Feldman,  a professional  corporation of
certified public accountants was the independent accounting firm for the Company
for the years  indicated  above.  The report of  Feldman  on the 2001  financial
statements of Registrant contained no adverse opinion,  disclaimer of opinion or
modification of the opinion.

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

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

The  decision to change  Auditors was  recommended  and approved by the board of
directors  of the  Company on 17 April 2000.  During the period from  January 1,
1998 to the date of change of  auditors  and  through  the date of this  report,
there were no  disagreements  with Feldman or Sherb on any matter of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure,  which disagreements,  if not resolved to the satisfaction of Feldman
or Sherb would have  caused it to make  reference  to the subject  matter of the
disagreements  in  connection  with  its  reports  on  the  Company's  financial
statements  as described on Item  304(a)(1)(iv)(A).  In addition,  there were no
such events as described  under Item  304(a)(1)(iv)(B)  of Regulation S-B during
such periods.

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

The following table summarizes certain financial  information and should be read
in conjunction with "Item 5 - Operating and Financial Review and Prospects." The
Company has not declared a dividend  during each of the years ended December 31,
1998 through 2004 inclusive. There were significant fluctuations in revenues and
net income (loss)  between the years stated in the table below.  For the reasons
set forth  herein  the  information  shown  below may not be  indicative  of the
Company's future results of operation.

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

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


                                       4

<PAGE>

Statement of Loss and Accumulated Deficit Data:

                                     Year Ended      Year Ended      Year Ended
                                     December 31     December 31     December 31
                                        2002            2003            2004

Amounts in Accordance with
Australian GAAP                         AUD$            AUD$            AUD$
Income Statement Data:

Operating revenues Loss from
Continuing operations (1)            (9,303,440)     (1,076,003)       (688,710)

Per Ordinary Share (dollars) (2)           (.14)           (.02)           (.98)

Balance Sheet Data:
Total Assets                          9,483,216       8,625,142       9,358,801

Shareholder's equity                  9,385,941       8,309,938       8,671,228

Amounts in Accordance with US GAAP
Income Statement Data:
Operating Revenues

Loss from continuing operations      (4,683,438)      1,585,390        (983,119)

Per Ordinary Share (dollars) (2)           (.07)          (.026)          (.012)

Balance Sheet Data:
Total Assets                          2,040,416         672,955       1,112,205

Shareholder's equity                  1,943,141         357,751         424,632


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

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




                                       5

<PAGE>

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

A.   Five Most Recent Financial Years

          Period                     High      Low       Period End    Average
----------------------------------  --------  --------  ------------  ---------
12 months to December 31, 2000       0.6685    0.5073        0.5599     0.5828
----------------------------------  --------  --------  ------------  ---------
12 months to December 31, 2001       0.5727    0.4773        0.5115     0.5182
----------------------------------  --------  --------  ------------  ---------
12 months to December 31, 2002       0.6259    0.5049        0.5612     0.5424
----------------------------------  --------  --------  ------------  ---------
12 months to December 31, 2003       0.7493    0.5588        0.7495     0.6525
----------------------------------  --------  --------  ------------  ---------
12 months to December 31, 2004       0.8005    0.6773        0.7801     0.7371
----------------------------------  --------  --------  ------------  ---------

B.   Previous Six Months

          Period                     High      Low       Period End    Average
----------------------------------  --------  --------  ------------  ---------
November 1 to November 30, 2004      0.7946    0.7432        0.7843     0.7721
----------------------------------  --------  --------  ------------  ---------
October 1 to October 31, 2004        0.7529    0.7132        0.7522     0.7341
----------------------------------  --------  --------  ------------  ---------
September 1 to September 30, 2004    0.7193    0.6852        0.7168     0.7014
----------------------------------  --------  --------  ------------  ---------
August 1 to August 31, 2004          0.7262    0.6954        0.6994     0.7116
----------------------------------  --------  --------  ------------  ---------
July 1 to July 31, 2004              0.7347    0.6875        0.7022     0.7164
----------------------------------  --------  --------  ------------  ---------
June 1 to June 30, 2004              0.7174    0.6773        0.6903     0.6953
----------------------------------  --------  --------  ------------  ---------

C.   Latest Practicable Date

At May 30 2005 the Australian  dollar expressed in US dollars per AUD$1.00 was $
0.7620.

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

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

As of May 30, 2005 the Company had 875 holders of record of its Ordinary Shares.

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



                                       6
<PAGE>

The  following  reflects the high and low bid price for the  Company's  Ordinary
Shares as reflected on the Australian  Stock Exchange Limited for the last three
years and the most recent quarter ended March 31, 2005.


     Quarter Ending            High      High      Low       Low      Volume in
                               AUD $     US $     AUD $      US $        000's
---------------------------- --------  --------  --------  --------  -----------
March 2002                     0.29      0.16     0.165     0.077        12,780
---------------------------- --------  --------  --------  --------  -----------
June 30, 2002                  0.285     0.17     0.145     0.08      8,614,416
---------------------------- --------  --------  --------  --------  -----------
September 2002                 0.165     0.08     0.13      0.063     3,945,745
---------------------------- --------  --------  --------  --------  -----------
December 2002                  0.265     0.135    0.12      0.05      9,436,897
---------------------------- --------  --------  --------  --------  -----------
March 31, 2003                 0.22      0.12     0.15      0.08      4,489,765
---------------------------- --------  --------  --------  --------  -----------
June 2003                      0.145     0.080    0.090     0.055     2,229,062
---------------------------- --------  --------  --------  --------  -----------
September 2003                 0.125     0.065    0.092     0.05      2,845,066
---------------------------- --------  --------  --------  --------  -----------
December 2003                  0.12      0.075    0.071     0.04      4,294,403
---------------------------- --------  --------  --------  --------  -----------
March 2004                     0.125     0.11     0.07      0.04      3,766,237
---------------------------- --------  --------  --------  --------  -----------
June 2004                      0.09      0.06     0.057     0.03      3,701,798
---------------------------- --------  --------  --------  --------  -----------
September 2004                 0.10      0.18     0.062     0.04      3,186,213
---------------------------- --------  --------  --------  --------  -----------
December 2004                  0.11      0.07     0.066     0.03      1,989,069
---------------------------- --------  --------  --------  --------  -----------
March 2005                     0.075     0.065    0.043     0.031     4,534,197
---------------------------- --------  --------  --------  --------  -----------

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

B.   Capitalization And Indebtedness

Not applicable

C.   Reasons For The Offer And Use Of Proceeds

Not applicable

D.   Risk Factors
Risks In Respect of the Company's Energy Portfolio

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

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


                                       7


<PAGE>

Recoverability by the Company of Loans To Other Companies.

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

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

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

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

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

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

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

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

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

The Board has been advised that Allens  Arthur  Robinson has written to and also
carried out interviews with various former  directors of CityView on this matter
and has reported their findings to the Board.  The Board is currently  reviewing
the said  report and will be  deciding  if legal  proceedings  should be brought
against any person or party in this matter.

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

Item 4. Information on the Company
A.   History And Development Of The Company
The term  "Company"  refers  to  CityView  Corporation  Limited,  a  corporation
organized  under the laws of Western  Australia  on May 3, 1987,  and its wholly
owned  subsidiary  CityView Asia Pty Ltd.  During 2000 the Company  deregistered
five of the Company's subsidiary companies, as these companies were inactive and
superfluous to the Company's  requirements.  The names of these  companies were:
Western Akar  Petroleum  Pty Ltd;  Western  Wisesa  Petroleum  Pty Ltd;  Western
Nusantara  Energi Pty Ltd;  Western  Resources  NL; and  Western  Sangkimah  NL.


                                       8

<PAGE>

Another two of the Company's  former  subsidiaries  (Western  Madura Pty Ltd and
Western Simenggaris Petroleum Pty Ltd) are no longer subsidiaries of the Company
as these companies are now controlled by Pt Medco Energi  Corporation  which now
owns 75% of the shares in each of these companies.

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

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

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

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

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

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

B.    Business Overview

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


                                       9

<PAGE>

Benefits Associated with Indonesia

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

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

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

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

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

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

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

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

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

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

o    Changes in government regulations or the relevant fiscal regime.

o    Unforeseen adverse geological conditions;

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

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

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

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

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

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

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

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

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

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



                                       10

<PAGE>

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

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

Market For Oil And Gas Production

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

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

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

Gas is sold direct to consumers at prices determined by Pertamina.  As the price
continually  fluctuates,  it is not  possible to quote an accurate  figure.  The
report by Gaffney  Cline dated  February  16, 2004 and  announced by the Company
quoted gas prices at US dollars 2.35mmbtu .The lower gas prices in some industry
sectors are a form of subsidy  imposed by the  government.  Larger gas  reserves
near to LNG facilities are able to supply gas to these operations.  Indonesia is
the largest exporter of LNG in the world.

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

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

Government incentives for PSC-JOBs include

                                       11

<PAGE>

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

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

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

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

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

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

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

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

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

Approval was given at the Company's General Meeting held on December 30,1999 for
the Company to allot a 75% interest in Western Madura to Medco in  consideration
of Medco  carrying out and paying for the new work  programs.  The agreement was
signed between CityView and Medco on January 25, 2000. The Company's interest in
Western Madura was reduced from 100% to 25% and Western Madura was renamed Medco
Madura Pty Ltd. In accordance  with the above,  Medco submitted to Pertamina for
approval a Year 2000 budget of  US$3,519,000  for the drilling of three wells on
the Sebaya and  Karasan  prospects  at Madura in the second and third  quarters.
Medco is the operator of the block and required to supervise and pay for the new
work programs for  development  and bringing into  production of the fields.  On
December  24, 2004 the Company  announced  that it had entered into an agreement
for the sale of one fifth  (1/5) of its  interest  in Medco  Madura Pty Ltd with
Bainsford Limited for a consideration of AUD$1,108,553.00.  CityView now holds a
20% interest in Medco Madura Pty Ltd.


                                       12

<PAGE>

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

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

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

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

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

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

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

Madura Block - Madura Island, Indonesia: Sebaya #1


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

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

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



                                       13

<PAGE>

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

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

At 5380 feet of the  sidetracking  operation,  the well encountered a gas influx
and the mud was 1% oil cut. In the  previous  well (ie.  before the  sidetrack),
Medco  advised  that  the  condensate  produced  may have  been a result  of gas
condensing over a long shut in period, however in the new sidetracked well bore,
the   formation   appeared  to  be  actually   producing   both  gas  and  light
oil/condensate.  Log data for zone 5614 to 5622  feet,  suggested  gas and light
oil/condensate with 15% porosity.  o o At 6890 feet,  background gas ranged from
300-400  units.  Medco  continued  to analyse the log data and  advised  that it
anticipated  testing  three  zones  and  possibly  a fourth  with each test zone
expected  to  take  approximately  ten  days.  On  January  14,  2003  DST 1 was
perforated.  No flow was  established  and an  injectivity  test  confirmed  the
perforating guns had misfired.  o o DST 1 was re-perforated on January 17, 2003.
Due to poor flow rates the zone was stimulated  with acid. The surface  pressure
increased to above 1000 psi and gas flow rates were in excess of 1 MMCFD. During
the test the  surface  pressure  dropped  consistently  although  gas flow rates
declined  at a lesser  rate.  It was  determined  that the zone would  require a
comprehensive acid stimulation prior to re-testing.

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

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

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

The  target  depth of 10,200  feet  (sub sea) was  reached  in early  July.  The
operator obtained  permission from the relevant  authority,  BPMIGAS to continue
drilling to 11,000 feet.  However due to hole problems,  the Operator was unable
to drill beyond  10,650 and this is the final total depth of the well.  Electric
logs and mud logs  indicated  possible gas bearing  zones in the drilled  Prupuh
formation.  Probable test  intervals  have been  identified and the Operator has
confirmed  that it will carry out  testing on one zone for now and this  testing
program is currently being carried out.

The Operator has indicated that it will be carrying out a thorough evaluation of
all the wells in this block and will advise  CityView  on their  recommendations
shortly.  This will include the  feasibility of the further  testing  program on
Tambuku and the delineation well in Sebaya. o

2003/2004 Summary of the Madura Block
Four wells in the Madura Block, namely the Pertamina-Medco  Madura Pty Ltd Joint
Operating Body (JOB) has drilled Sebaya,  Karasan,  Tambuku and Telaga. With the
exception of Karasan,  hydrocarbons  have been discovered in the wells,  however
problems  were  encountered  in  all  of  the  wells  preventing  full  prospect
evaluation.  In addition  to these  discoveries,  there was also an  undeveloped
gas-condensate discovery, Arosbaya, within the Block.

As the Madura Block concession was due for  relinquishment  in May 2004, the JOB
engaged international consultants, Gaffney Cline & Associates (GCA) to apply its


                                       14

<PAGE>

Decision Cycle  Compression (DCC) process in order to assist the JOB in making a
recommendation   on  the  future   course  of  action.   In   reaching  a  joint
recommendation,  a GCA/JOB  team  would:

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

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

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

CONCLUSIONS

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

GCA/JOB's RECOMMENDATIONS
The JOB should retain the block and make a proposal to the authorities, BP MIGAS
to:

     o    Extend the relinquishment date by a minimum of at least one year
     o    Drill two  appraisal  wells (1 firm and 1 contingent on the firm well)
          on the Sebaya prospect
     o    Obtain  agreement  to be able to hold the  entire  block  with Plan of
          Development  acceptance  and  development of Sebaya and for as long as
          production operations are maintained thereon.

Upon acceptance of the proposal by BP MIGAS, the JOB should:

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

Upon completion of the above Sebaya activities:

     o    Undertake geological field studies to investigate Tuban sand reservoir
          potential
     o    Prepare appraisal plan for Arosbaya
     o    Continue evaluation of other island prospects

The  shareholders  of  the  PSC/JOB  accepted  GCA/JOB's  recommendations.   The
recommendations  were  also  presented  to the  relevant  authorities,  BP MIGAS
together and a request for extension of the Block. A work program and Budget for
the drilling of the first  appraisal well on the Sebaya prospect - Sebaya 2, was
submitted to BP MIGAS and on 11 June 2004, the Company announced that a one-year
extension  for  the  relinquishment  of  the  Madura  Block  from  the  relevant
Indonesian authorities.

In July  2004,  a  Memorandum  of  Understanding  (MOU) was signed  between  JOB
Pertamina Medco Madura Pty Ltd and PT Pembagkitan Jawa Bali for Pusat Pembangkit
Listrik di Madura  (Electricity  Development Centre in Madura) for the supply of
gas for a period of 15 years in relation to power  generation on Madura  Island.
The MOU did not specify  prices for the sale of the gas and is contingent on the
proving of  sufficient  resources and  production  in sufficient  volumes over a
15-year period.


                                       15


<PAGE>

Also  in  July,  PT  Medco  Energi  Internasional  TBK  released  the  following
information to the Indonesian Stock Exchange in relation to Madura:

"MedcoEnergi  would  supply 20  million  cubic  feet per day  (MMCFD) to the Gas
Powered  Electricity Plant ("PLTG")  installation in Sebaya owned by PJB located
in Pamekasan district in East Java, especially in Madura Island.

Gas supply would come from Sebaya Field,  Madura Block.  The contract  valued at
USD260 million is planned for a period of 15 years starting in 2006.

Sebaya  Field has  enough  expected  gas  reserve  to supply  the  Sebaya  PLTG.
Currently,  MedcoEnergi through its JOB Pertamina-Medco Madura Pty Ltd continues
to evaluate  and explore  Sebaya  Field in order to expand its  contribution  to
electric power plant in that district."

In September 2004, the Medco Madura-Pertamina JOB prepared the following summary
of a prospect montage:

SEBAYA-2
The prospect is a delineation appraisal well. Located at Dusun Sumber Batu, Desa
Kadur, Kecamatan Kadur,  Kabupaten Pamekasan,  Madura Island, East Java. Seismic
Line 89 MDR-171/SP.2017.

The primary  target of the Sebaya-2  well is to define the western  extension of
the  overall  Sebaya  prospect  by  targeting  the  Tuban  sands  reservoir,  as
established from previous drilling and DSTs #1 and #2 in the Sebaya-1 well.

The drilling will also  establish the limits of the Tawun sand  reservoir as the
secondary  target.  Both  reservoirs  have been shown from  earlier  drilling on
Sebaya-1 to be gas bearing.

Sebaya-2 will be drilled before the drilling of the Sebaya-3. It will be drilled
to a total depth of 5000 feet sub-sea within the Early Miocene Tuban formation.

Hydrocarbon Resources
The Sebaya-2  structure  area is expected to contain gas resources of 132.3 BCFG
(most likely case) with an upside case estimate of 178.4 BCFG.

The recommendation to drill the well is based on the following analysis:

     1.   Sebaya-2  is  interpreted  to be  between  approximately  3.5 kms from
          Sebaya-1.  This well has  already  been shown to  contain  hydrocarbon
          potential in the Kertegeneh structure.
     2.   Sebaya-2 is expected to have pressure  communication with the Sebaya-1
          and Kertegeneh wells.
     3.   At Sebaya-1 these reservoirs  flowed at 1.02 MMSCFGPD and 55 BCPD with
          48/64" choke from DST#1 in the Tuban formation. DST#2 swabbed water.
     4.   Two other DSTs in the Tawun formation swabbed water.
     5.   The well test  chromatographs in these three zones detected a high gas
          presence and the well logs also suggested gas accumulation.

Geological and Structural Setting
Sebaya-2 is situated in the main fault block of the Sebaya  anticline  structure
on the crest of the Pemaroh anticline in its surface location. The anticline has
an East-West  direction.  The faulted anticlinal trap was formed and affected by
tectonic movement during the Plio-Pleistocene.

Sebaya-2 is separated by a down to the south normal fault from the Sebaya-1 well
on its  targeted  horizons.  Intra-formational  shales  of the  Tawun  and Tabun
formations are proven to be a good seal for the trapped hydrocarbons in Sebaya-1
and also the nearby Kertegeneh field.  Several other, older Dutch fields, on the
northern range of Madura (Tanjung,  Mandala,  Durbuk) produced hydrocarbons from
the shallow Tawun sandstone that is similar to that in the Kertegeneh field.

Sebaya-2 it is estimated will range between 500-600 feet higher than Sebaya-1 on
the DST #1 horizon.  It will likely be 700 feet higher than  Sebaya-1 on the DST
#2 horizon.

Stratigraphy
The stratigraphic situation of the Sebaya-2 well can be predicted as follows:
     o    Tawun  Formation  Middle  Miocene - Sandstone  layers of the  Ngrayong
          member of the Tawun formation -
     o    Tuban Formation Early Miocene - Calcareous sandstone layers


                                       16

<PAGE>

Source Rocks

The thick shale of both the Tuban and Tawun  formations  are believed to be good
source rock for hydrocarbons in the NE Java region. The Tuban formation deposits
of  Miocence  age are  typical  of  fluvial  and  shallow  marine  environments,
containing abundant  terrestrial matter.  These sediments are largely gas prone.
They are  recognised  as having  less  capacity  to expel  liquids  on  reaching
maturity.

The Tuban source formation is not mature in the Sebaya structure area but rather
in the kitchen area that is situated offshore  southeast of Madura. The expelled
hydrocarbons  were migrated  laterally  out from a kitchen along dip layers,  or
vertically, through fault planes as the migration pathways to the trap areas.

The source rock from the Kujung shales of Oligocene age were deposited in marine
environments with a maturity level ranging from mature-late mature.

Drilling Summary
Sebaya 2 was  spudded on 29  November  2004 as a 12 1/4" pilot hole to  evaluate
formations for gas shows by having a usable hole for effective  electric logging
if formations looked prospective.

After the 12 1/4" pilot hole,  26" hole was drilled and 20"  conductor  pipe was
set at 248 feet.

This was  followed by a 12 1/4" pilot hole to 1411 feet and then 13 3/8" surface
casing set at 1348 feet after it became stuck while  running (due to bit darting
and thick wall cake).

After  drilling out the shoe, a 12 1/4" hole was drilled to 3910 feet.  Once the
12 1/4" hole was conditioned,  electric logs were run successfully to bottom and
9 5/8" casing was cemented at 3890 feet.

The 9 5/8" casing was then drilled out. New hole was drilled to 6500 feet in one
bit run.  The hole was  logged  and a 7" liner  set from  3657 to 6150 feet with
cement plug at 6115 feet by 10 February 2005.

After analysis of the logs it was decided to run MDTs as well as CSTs on various
levels - these determined that the formations were relatively tight and unlikely
to flow adequately without stimulation and fracturing.

Based on mud logs,  wireline  logs data and  petrophysic/log  analysis,  the JOB
proposed is  necessary,  to run Drill Stem Test and  Fracturing  Job on Sebaya-2
well at two zones.

Drill Stem Testing was carried out. The Operator  confirmed  that both DSTs were
unsuccessful  despite  extensive  fracturing being carried out for DST 2 and has
recommended that the well be suspended pending a full technical evaluation.

In March 2005, the Operator  requested the  authorities for an extension of time
and subject to the extension of time being granted, the Operator has proposed to
drill  another  well at Sebaya #3 as  delineation  well in relation to Sebaya #1
solely.

Sale of One Fifth of Medco Madura Pty Ltd
On 24 December 2004 the Company  announced that it had entered into an agreement
for the sale of one fifth  (1/5) of its  interest  in Medco  Madura Pty Ltd with
Bainsford  Limited for a  consideration  of  AUD$1,108,553.00  to raise  working
capital. CityView now holds a 20% interest in Medco Madura Pty Ltd.

Prospects
Market
In July  2004,  a  Memorandum  of  Understanding  (MOU) was signed  between  JOB
Pertamina Medco Madura Pty Ltd and PT Pembagkitan Jawa Bali for Pusat Pembangkit
Listrik di Madura  (Electricity  Development Centre in Madura) for the supply of
gas for a period of 15 years in relation to power  generation on Madura  Island.
The MOU did not specify  prices for the sale of the gas and is contingent on the
proving of  sufficient  resources and  production  in sufficient  volumes over a
15-year period.

B.   Simenggaris Block Onshore North East Borneo
On  September  28,  1997  the  President   Director  of  Pertamina   signed  the
authorization for CityView's then 100% owned subsidiary Western  Simenggaris Pty
Ltd ("Western  Simenggaris")  to commence  operations on the  Simenggaris  Block
prior to the  formal  signing  of the  PSC-JOB  agreement.  The  signing  of the
Contract  took place on February  24, 1998  awarding the  2734km(2)  Simenggaris
Block to Western Simenggaris.

The block  covers an area of 675,582  acres and lies in the oil and gas  Tarakan
Basin region.  The nearby giant  Pamusian  field was  discovered in 1905 and the
Bunyu  field in 1920.  Four  discoveries  have been made  within the block:  the
Sembakung oilfield (40 million barrels oil), the Bangkudulis oilfield, Sesayap-1


                                       17

<PAGE>

and  S.Sembakung-1.  The  former  two are  producing  fields  excluded  from the
contract  area and the latter two are  undeveloped  gas-condensate  discoveries,
which do form part of the contract area.

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

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

Regional Setting

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

A  petroleum  system  study was  commissioned  and carried out by the Faculty of
Earth  Sciences and Mineral  Technology  of the  Institute  Technology  Bandung,
Indonesia with support from the Indonesian  Petroleum  Geosciences Study Centre.
Based on the said study,  the Operator  has proposed to drill two wells,  namely
Sesayap B and South Sembakung #2 in 2005.

o In accordance with the terms of the Production  Sharing  Contract,  25% of the
Block was  relinquished  to the  Indonesian  Authorities  in the year 2004.  The
relinquished areas did not include any of the suspended discoveries or prospects
in the Block.

Prospects  - Market

Simenggaris Block - Kalimantan Indonesia: Pidawan#1

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

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

In  August  2002,  Medco  released  a press  statement  stating  -  "Pidawan  #1
exploration  well was spudded on 1 March 2002 and completed  July 17, 2002.  The
well is a gas discovery well located in Simenggaris JOB Block, N. E. Kalimantan,
near Tarakan Island. Total depth of the well is 7504 feet. Preliminary estimated
reserves;  based  on  available  information  for  Pidawan  #1 well is 25  BCFG.
Potential  market for the gas discovery  includes the Bunyu  Methanol  Plant and
power  generation  in Tarakan  Island".  Medco  advised that it would  conduct a
feasibility  study on the  building of a pipeline  from the Pidawan  location to
Tarakan  Island  in order to  market  the gas.  In  April  2004,  the  Operating
Shareholder  ("Medco")  advised  that it was  currently  focusing its efforts on
securing  purchasers  or a  reliable  market for the gas and the  results  would
determine the future course of action for this concession.

The  Simenggaris  block was programmed to drill a further two wells in 2004. The
proposed  wells were "Bangku Besar" and a second well, the location of which had
yet to be determined.  However,  due to the  unavailability of suitable rigs, it
was not  possible  to  carry  out any  drilling  in 2004  and the  Operator  has
therefore  deferred the drilling of the 2 wells to 2005.

A Petroleum  System Study was carried out on the Simenggaris  Block and CityView
has been advised that, as a result of the said study,  the 2 wells to be drilled
in 2005 will be Sesayap B and South  Sembakung.  Prospect  montages  for these 2
wells are being prepared.


                                       18

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

     o    After the expiration or termination or  relinquishment of any contract
          area,  or  abandonment   of  any  field,   remove  all  equipment  and
          installations  from the area in a manner acceptable to Pertamina,  and


                                       19

<PAGE>

          perform all necessary site  restoration  activities in accordance with
          applicable government  regulations,  the costs of which are treated as
          operating  costs  and  are  thus  cost  recoverable,  through  project
          revenues.

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

ASAB Oil Limited

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

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

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

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

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

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

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

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

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

On February 26, 2002,  Curtin  Consultancy  Services  ("CCS") advised the former
Directors  of  CityView  that it had formed  the view that there was  sufficient
potential value in the intellectual  property rights owned by Sands Solutions To
provide  security  for the loan of $3 million.  This  opinion  and a  subsequent
Independent  Report by CCS were  based  largely  on  anecdotal  information  and


                                       20

<PAGE>

in-house  product  demonstrations  provided  by  Sands  Solutions.  CCS  was not
provided with independently audited financial  statements;  did not consult with
any Sands  Solutions  customers;  did not  assess  the value of any  patents  or
patents pending;  and did not review or report on any of the company's  tangible
assets.

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

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

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

The Board has been advised that Allens  Arthur  Robinson has written to and also
carried out interviews with various former  directors of CityView on this matter
and has reported their findings to the Board.  The Board is currently  reviewing
the said  report and will be  deciding  if legal  proceedings  should be brought
against any person or party in this matter.

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

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

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

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

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

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

D.   Property, Plant And Equipment

Particulars Of Oil Leases - Madura (Medco Madura Pty Ltd) And Simenggaris (Medco
Simenggaris  Pty Ltd) On 24  December  2004 the  Company  announced  that it had
entered  into an  agreement  for the sale of one fifth (1/5) of its  interest in
Medco  Madura  Pty  Ltd  with   Bainsford   Limited  for  a   consideration   of
AUD$1,108,553.00 to raise working capital.  CityView now holds a 20% interest in
Medco Madura Pty Ltd.

The Company's wholly owned subsidiary CityView Asia Pty Ltd now owns 20% of
Medco Madura Pty Ltd and 25% of Medco Simenggaris Pty Ltd having previously
owned (since December 31, 1999) 100% of such companies.



                                       21

<PAGE>

Executive Address
The Company's registered office is located at 17 Ord Street, West Perth, Western
Australia 6005. The Company's  principal place of business is leased premises at
Level 9, 28 The Esplanade, Western Australia,  telephone: (61 8) 9226 4788, fax:
(61 8) 9226 4799, email: info@cityviewcorp.com, website: www.cityviewcorp.com.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.   Operating results

The current  financial  period is for the twelve months ended December 31, 2004.
The Company's  consolidated financial statements are prepared in accordance with
Australian Generally Accepted Accounting  Principals  ("Australian GAAP"), which
may vary in certain respects from Generally  Accepted  Accounting  Principals in
the United States ("US GAAP"). A reconciliation  between  Australian and US GAAP
for the financial  periods ended December 31, 2004, 2003, and 2002 are disclosed
in footnote 25 to the financial statements contained herein.

The following  discussion  references  the amounts  computed in accordance  with
Australian  GAAP for the results of  operations of the Company for the financial
periods ended December 31, 2004, 2003 and 2002.

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

Results Of Operations
The discussion set forth below relates to the Company's results of operations as
prepared in accordance with Australian GAAP. A reconciliation between Australian
and US GAAP for the financial  periods ended December 31, 2004 2003 and 2002 are
disclosed in footnote 25 to the financial statements contained herein.

Year Ended December 31, 2004 Compared To Year Ended December 31, 2003
The net loss of the  consolidated  entity for the financial year after providing
from  income  tax and  eliminating  outside  equity  interests  was  AUD$688,710
compared  to a loss  of  AUD$1,076,003  for the  previous  financial  year.  The
decrease in operating  loss was due to the fact that there were no further asset
write-downs as well as proceeds  received from the gain on the sale of one fifth
of the Madura field.

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

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

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

Energy Portfolio

A.  Indonesia - Madura  Block  onshore  Madura  Island near  Surabaya  east Java
Historical
On 24 December 2004 the Company  announced that it had entered into an agreement
for the sale of one fifth  (1/5) of its  interest  in Medco  Madura Pty Ltd with
Bainsford  Limited for a  consideration  of  AUD$1,108,553.00  to raise  working
capital. CityView now holds a 20% interest in Medco Madura Pty Ltd.


                                       22

<PAGE>

CityView  now owns 20% of Medco  Madura Pty Ltd,  the holder of the Madura Block
under a Production  Sharing Contract Joint Operating Body agreement  ("PSC/JOB")
with the Indonesian  Government for an exploration  term of ten years commencing
May 15, 1997 and a production term of twenty years.  The Block covers an area of
674,100 acres close to the heavily  industrialised  city of Surabaya where there
is a ready market for oil and gas. A number of large fields have been discovered
in the vicinity and it is these same producing trends,  which are being examined
on Madura.

The operator of the block is PT Medco Energi  Corporation  TBK ("Medco"),  which
free carried CityView throughout the recent work program. At the end of the free
carry  period,  Medco and the Company  will  contribute  on a pro-rata  basis in
accordance with the respective 75% and 20% interests with the Company continuing
to receive 20% of any profits generated.

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

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

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

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

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

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

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

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



                                       23

<PAGE>

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

As only one zone had been  identified  in the well and as the test  results were
poor,  it was believed that even with  stimulation  the zone may not prove to be
commercial.  The well was plugged and abandoned. Medco has performed an analysis
of the data and has issued a well final report  concluding  that the zone is not
commercial.

Madura Block - Madura Island, Indonesia: Tambuku #1

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

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

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

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

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

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

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

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

The  target  depth of 10,200  feet  (sub sea) was  reached  in early  July.  The
operator obtained  permission from the relevant  authority,  BPMIGAS to continue
drilling to 11,000 feet.  However due to hole problems,  the Operator was unable
to drill beyond  10,650 and this is the final total depth of the well.  Electric
logs and mud logs  indicated  possible gas bearing  zones in the drilled  Prupuh
formation.  Probable test  intervals  have been  identified and the Operator has
confirmed  that it will carry out  testing on one zone for now and this  testing
program is currently being carried out.

The Operator has indicated that it will be carrying out a thorough evaluation of
all the wells in this block and will advise  CityView  on their  recommendations
shortly.  This will include the  feasibility of the further  testing  program on
Tambuku and the delineation well in Sebaya.



                                       24

<PAGE>

SEBAYA-2
The prospect is a delineation appraisal well. Located at Dusun Sumber Batu, Desa
Kadur, Kecamatan Kadur,  Kabupaten Pamekasan,  Madura Island, East Java. Seismic
Line 89 MDR-171/SP.2017.

The primary  target of the Sebaya-2  well is to define the western  extension of
the  overall  Sebaya  prospect  by  targeting  the  Tuban  sands  reservoir,  as
established from previous drilling and DSTs #1 and #2 in the Sebaya-1 well.

The drilling will also  establish the limits of the Tawun sand  reservoir as the
secondary  target.  Both  reservoirs  have been shown from  earlier  drilling on
Sebaya-1 to be gas bearing.

Sebaya-2 will be drilled before the drilling of the Sebaya-3. It will be drilled
to a total depth of 5000 feet sub-sea within the Early Miocene Tuban formation.

Hydrocarbon Resources
The Sebaya-2  structure  area is expected to contain gas resources of 132.3 BCFG
(most likely case) with an upside case estimate of 178.4 BCFG.

The recommendation to drill the well is based on the following analysis:

     1.   Sebaya-2  is  interpreted  to be  between  approximately  3.5 kms from
          Sebaya-1.  This well has  already  been shown to  contain  hydrocarbon
          potential in the Kertegeneh structure.
     2.   Sebaya-2 is expected to have pressure  communication with the Sebaya-1
          and Kertegeneh wells.
     3.   At Sebaya-1 these reservoirs  flowed at 1.02 MMSCFGPD and 55 BCPD with
          48/64" choke from DST#1 in the Tuban formation. DST#2 swabbed water.
     4.   Two other DSTs in the Tawun formation swabbed water.
     5.   The well test  chromatographs in these three zones detected a high gas
          presence and the well logs also suggested gas accumulation.

Geological and Structural Setting

Sebaya-2 is situated in the main fault block of the Sebaya  anticline  structure
on the crest of the Pemaroh anticline in its surface location. The anticline has
an East-West  direction.  The faulted anticlinal trap was formed and affected by
tectonic movement during the Plio-Pleistocene.

Sebaya-2 is separated by a down to the south normal fault from the Sebaya-1 well
on its  targeted  horizons.  Intra-formational  shales  of the  Tawun  and Tabun
formations are proven to be a good seal for the trapped hydrocarbons in Sebaya-1
and also the nearby Kertegeneh field.  Several other, older Dutch fields, on the
northern range of Madura (Tanjung,  Mandala,  Durbuk) produced hydrocarbons from
the shallow Tawun sandstone that is similar to that in the Kertegeneh field.

Sebaya-2 it is estimated will range between 500-600 feet higher than Sebaya-1 on
the DST #1 horizon.  It will likely be 700 feet higher than  Sebaya-1 on the DST
#2 horizon.

Stratigraphy
The stratigraphic situation of the Sebaya-2 well can be predicted as follows:
     o    Tawun  Formation  Middle  Miocene - Sandstone  layers of the  Ngrayong
          member of the Tawun formation -
     o    Tuban Formation Early Miocene - Calcareous sandstone layers
Source Rocks
The thick shale of both the Tuban and Tawun  formations  are believed to be good
source rock for hydrocarbons in the NE Java region. The Tuban formation deposits
of  Miocence  age are  typical  of  fluvial  and  shallow  marine  environments,
containing abundant  terrestrial matter.  These sediments are largely gas prone.
They are  recognised  as having  less  capacity  to expel  liquids  on  reaching
maturity.

The Tuban source formation is not mature in the Sebaya structure area but rather
in the kitchen area that is situated offshore  southeast of Madura. The expelled
hydrocarbons  were migrated  laterally  out from a kitchen along dip layers,  or
vertically,  through fault planes as the  migration  pathways to the trap areas.
The source rock from the Kujung shales of Oligocene age were deposited in marine
environments with a maturity level ranging from mature-late mature.

Drilling Summary
Sebaya 2 was  spudded on 29  November  2004 as a 12 1/4" pilot hole to  evaluate
formations for gas shows by having a usable hole for effective  electric logging
if formations  looked  prospective.  After the 12 1/4" pilot hole,  26" hole was
drilled and 20" conductor pipe was set at 248 feet.


                                       25

<PAGE>

This was  followed by a 12 1/4" pilot hole to 1411 feet and then 13 3/8" surface
casing set at 1348 feet after it became stuck while  running (due to bit darting
and thick wall cake).

After  drilling out the shoe, a 12 1/4" hole was drilled to 3910 feet.  Once the
12 1/4" hole was conditioned,  electric logs were run successfully to bottom and
9 5/8" casing was cemented at 3890 feet.

The 9 5/8" casing was then drilled out. New hole was drilled to 6500 feet in one
bit run.  The hole was  logged  and a 7" liner  set from  3657 to 6150 feet with
cement plug at 6115 feet by 10 February 2005.

After analysis of the logs it was decided to run MDTs as well as CSTs on various
levels - these determined that the formations were relatively tight and unlikely
to flow adequately without stimulation and fracturing.

Based on mud logs,  wireline  logs data and  petrophysic/log  analysis,  the JOB
proposed is  necessary,  to run Drill Stem Test and  Fracturing  Job on Sebaya-2
well at two zones.

Drill Stem Testing was carried out. The Operator  confirmed  that both DSTs were
unsuccessful  despite  extensive  fracturing being carried out for DST 2 and has
recommended that the well be suspended pending a full technical evaluation.

In March 2005, the Operator  requested the  authorities for an extension of time
and subject to the extension of time being granted, the Operator has proposed to
drill  another  well at Sebaya #3 as  delineation  well in relation to Sebaya #1
solely.

On December 24, 2004,  CityView  announced that it had entered into an agreement
for the sale of one fifth  (1/5) of its  interest  in Medco  Madura Pty Ltd with
Bainsford  Limited for a  consideration  of A$1,108,553 to raise working capital
for CityView's administration, general expenses and exploration commitments.

CityView now holds 20% of the total issued capital of Medco Madura Pty Ltd.

SEE ALSO ITEM 4B

2003/2004 Summary of the Madura Block

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

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

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

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

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

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



                                       26

<PAGE>

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

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

      Bangku Besar A1              27 MMBO oil and 127 BCF gas

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

The  Simenggaris  block was programmed to drill a further two wells in 2004. The
proposed  wells were "Bangku Besar" and a second well, the location of which had
yet to be determined.  However,  due to the  unavailability of suitable rigs, it
was not  possible  to  carry  out any  drilling  in 2004  and the  Operator  has
therefore  deferred the drilling of the 2 wells to 2005. o o A Petroleum  System
Study was carried out on the  Simenggaris  Block and  CityView  has been advised
that as a result of the said  study,  the 2 wells to be  drilled in 2005 will be
Sesayap B and South  Sembakung.  Prospect  montages  for these 2 wells are being
prepared.

In accordance  with the terms of the  Production  Sharing  Contract,  25% of the
Block was  relinquished  to the  Indonesian  Authorities  in the year 2004.  The
relinquished areas did not include any of the suspended discoveries or prospects
in the Block.

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

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

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

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

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

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

MMCP has agreed to pay  CityView a portion of the amount  that MMCP  receives in
accordance with CityView's proportionate interest in the Block. As the recovery


                                       27

<PAGE>

of these monies are conditional  upon successful  production of petroleum in the
Block,  the Board of Directors  have deemed it prudent to make provision for the
same in CityView's accounts

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

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

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

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

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

Employee Share And Option Benefits
The  shareholders  of the Company at its annual  general  meeting held on 31 May
2000 approved an Employee Share Plan,  which included an Incentive  Option Plan.
The Company issued  2,500,000  options in 2001 under the Plan  exercisable on or
before June 30, 2002 at a price of $0.35 and 200,000  options  exercisable on or
before  June 30,  2002 at a price  of $0.20  each.  All of  these  options  were
unexercised  and expired on June 30, 2002. No options were issued in 2002,  2003
or 2004.

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

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

The official  government  released  Indonesian  average  inflation rates for the
seven years beginning 1998 were as follows:

                       1998     1999    2000    2001    2002    2003    2004
Inflation Rates %      77.63%   2.01%   9.35%   9.00%   9.70%   5.06%   6.40%

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.


                                       28

<PAGE>

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

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

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

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

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

B.   Liquidity and Capital Resources

Year Ended December 31, 2004 compared to Year Ended December 31, 2003
At December 31, 2004, the Company had working capital of AUD$420,738 compared to
working capital of AUD$350,091 at December 31, 2003.

Cash flow used in operating  activities  decreased from  AUD$833,819 in the year
ended  December 31, 2003 to AUD$543,486 in the year ended December 31, 2004. The
primary  differences  for the  decrease  in funds used were for a  reduction  in
consulting and marketing fees.

Cash  flow  used for  investing  increased  from  AUD$6,746  for the year  ended
December  31,  2003 to  AUD$63,498  in the year ended  December  31,  2004.  The
increase in funds used for investing activities was primarily due to increase in
drilling activities.

The Company  generated cash flows from financing  activities of AUD$1,050,000 in
the year ended  December 31, 2004 compared to AUD$NIL in the year ended December
31,  2003.  Cash flows  from  financing  activities  principally  comprised  the
issuance of ordinary shares in the Company by a private placement

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

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

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

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


                                       29

<PAGE>

Year Ended December 31, 2002 compared to Year Ended December 31, 2001

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

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

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

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

C.   Research And Development, Patents And Licences

Not applicable

D.   Trend Information

Not applicable

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

E.   Tabular Disclosures of Contractual Obligations

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

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

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.   Directors And Senior Management

Name                   Age   Position
A I Saddique           61    Chairman
Ee Beng Yew            51    Chief Executive Officer and Chief Financial Officer
Goh Yong Kheng         58    Director
Md Nazri Ramli         49    Director Resigned June 13, 2005
Thinagaran             42    Director
John F Arbouw          59    Director/Company Secretary
R M Elliott            46    Director Appointed April 20, 2004
Yusufali M Jumabhoy    67    Resigned March 5, 2004

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

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

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



                                       30

<PAGE>

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

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

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

Md Nazri Ramli - Director                                 Resigned June 13, 2005
Mr. Nazri  graduated from  University of Malaya with a Bachelor of Science (BSc)
Honours Degree in Geology in 1979 and started his career in the upstream  sector
of the oil & gas industry.  He was a senior  geologist for various oil companies
including Petronas,  Occidental, Sun Oil and Texaco covering the Southeast Asian
(SEA) region.

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

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

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

John Arbouw - Director and Company Secretary
Mr Arbouw  was born in Holland  and  educated  in Canada.  He is a member of the
Australian  Institute  of  Company  Directors  (MAICD)  and has  worked in North
America,  Europe, Asia and New Zealand. He has lived and worked in Australia for
the past 26 years and has provided  strategic  communications  advice to Federal
and State Governments as well as some of the major corporations in Australia. Mr
Arbouw has served on a number of boards and has  written  extensively  on global
corporate  governance  issues.  o o Robert Maxwell Elliott - Director  Appointed
April 20, 2004 o Mr Elliott has degrees in both law and  commerce and has served
as  non-executive  director on a number of boards.  He is currently the in-house
legal counsel, company secretary and policy manager for the Australian Institute
of  Company  Directors.  Mr  Elliott  has  previously  worked  for major  legal,
accounting  and  financial  institutions  and has been company  secretary  and a
non-executive  director of a number of companies.  He is a qualified  commercial
mediator, a Fellow of the Chartered Institute of Company  Secretaries,  a member
of the  Australian  Institute of Company  Directors  and the  Corporate  Lawyers
Association of Australia.

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


                                       31

<PAGE>

B.   Compensation

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

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

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

  Name                     Base fee          Other fees     Incentives
                           $                 $              (Options)
  A I Saddique             Nil               Nil            Nil
  B Y Ee                   Nil               Nil            Nil
  Y K Goh                  Nil               Nil            Nil
  Md N Ramli               Nil               Nil            Nil
  Thinagaran               Nil               Nil            Nil
  J F Arbouw               Nil               Nil            Nil
  R M Elliott              12,000            Nil            Nil
  Y M Jumabhoy             Nil               Nil            Nil

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

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

D.   Employees
At December 31, 2004 the Company had 1 full time employee at its principal place
of business in Australia.  Consultants on a per diem basis undertake much of the
Company's work.

E.   Share Ownership
See Item 7A Major shareholders

Employee Share Plan
No  Options  were  issued  under the  Incentive  Option  Plan for the year ended
December 31, 2004.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.   Major Shareholders

The following table sets forth the Ordinary Share ownership of each person known
by the  Company  to be the  beneficial  owner  of  five  percent  or more of the
Company's shares,  each director and officer  individually and the directors and
officers  as a group as at March 31,  2005.  Each  person  has sole  voting  and
investment power with respect to the shareholdings shown and all ownership is of
record and beneficial.





                                       32

<PAGE>
<TABLE>
<CAPTION>

Directors/Officers
--------------------------------------------------------------------------------
 Name                      Number of Shares                                   Options
-----------------------   ------------------------------------------------   ---------
<S>                       <C>                                                <C>
 A I Saddique              Mr Saddique is a director and  shareholder  of     Nil
 Chairman                  Midwestern Oil  Pte Ltd, whichowns  15,802,000
 63 Robinson Rd            fully paid  ordinary  shares in  CityView.  Mr
 Afro Asia                 Saddique isalso a director and  shareholder of
 Building #03-16           Thomas Omar Pte Ltd,  which owns 500,000 fully
 Singapore                 paid ordinary shares in CityView.
-----------------------   ------------------------------------------------   ---------
 B Y Ee                    Mr Ee is a shareholder  of  Midwestern  Oil Pte    Nil
 Chief Executive           Ltd,  which owns 15,802,000 fully paid ordinary
 Officer                   shares in CityView.
 63 Robinson Rd
 Afro Asia
 Building #03-16
 Singapore
-----------------------   ------------------------------------------------   ---------
 Y K Goh                   Mr Goh is a shareholder  of Midwestern  Oil Pte    Nil
 Director                  Ltd,  which owns 15,802,000 fully paid ordinary
 63 Robinson Rd            shares in CityView.
 Afro Asia
 Building #03-16
 Singapore
-----------------------   ------------------------------------------------   ---------
 Thinagaran                Nil                                                Nil
 Director
 63 Robinson Rd
 Afro Asia
 Building #03-16
 Singapore
-----------------------   ------------------------------------------------   ---------
 Md N Ramli                Nil                                                Nil
 Director
 62000 Putra Jaya
 Wilayah
 Perseketuan
 Malaysia
-----------------------   ------------------------------------------------   ---------
 J F Arbouw                30,425                                             Nil
 Director/Company
 Secretary
 22 Derby Street
 Vaucluse NSW 2000
-----------------------   ------------------------------------------------   ---------
 R M Elliott               Nil                                                Nil
 Appointed April 20,
 2004
 22 Brightmore Street
 Cremorne     NSW
 2090
-----------------------   ------------------------------------------------   ---------
 Y M Jumabhoy              Nil                                                Nil
 Resigned March 5, 2004
 63 Robinson Rd
 Afro Asia
 Building #03-16
 Singapore
-----------------------   ------------------------------------------------   ---------

</TABLE>



                                       33

<PAGE>

Major Shareholders
----------------------------------------  --------------------------------------
                Name                       Number of Shares     Percent of Class
----------------------------------------  ------------------   -----------------
US Control Account
C/- Computershare Trust Company Inc          21,512,801             26.67%
----------------------------------------  ------------------   -----------------
Midwestern Oil Pte Ltd                       15,802,000             19.59%
63 Robinson Rd
Afro Asia Building #3-16
Singapore
----------------------------------------  ------------------   -----------------
Bainsford Limited
C/- Ms Karen Krug
273 Furmanov  3rd Floor
Almaty    480099   Republic Kazakhstan       10,500,000             13.02%
----------------------------------------  ------------------   -----------------
Malaysia Mining Corporation Berhad
32nd Floor, Menara PNB
201A Jalan Tun Razak
50400 Kuala Lumpur Malaysia                   8,616,188             10.68%
----------------------------------------  ------------------   -----------------

Based on 80,661,616 shares outstanding as of March 31, 2005.

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

C.   Interests Of Experts And Counsel
Not applicable

ITEM 8. FINANCIAL INFORMATION

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

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

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

B.   Significant changes
Sebaya #2 Well Madura Island  Indonesia:  On 1 March 2005, the Company announced
that the Operator,  Medco  confirmed that two drill stem tests were carried out.
Both tests were unsuccessful despite extensive fracturing being carried out. The
Operator  recommended  that  the  well be  suspended  pending  a full  technical
evaluation.  The Operator has requested permission from the authorities to drill
a further appraisal well on Sebaya 3 as a delineation well to the Sebaya well.

ITEM 9. THE OFFER AND LISTING
Not applicable

ITEM 10. ADDITIONAL INFORMATION

A.   Share Capital
Not applicable

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



                                       34

<PAGE>

C.   Material Contracts

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

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.

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

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

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

Taxation of Gains on Sale

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

Passive Foreign Investment Company Status

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




                                       35

<PAGE>

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

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

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

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

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

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


                                       36

<PAGE>

"franked," or paid from the Company's  non-Australian  source dividend income as
specified in the foreign dividend account declaration percentage,  and therefore
would be exempt from Australian dividend withholding tax.

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

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

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

F.   Dividends And Paying Agents
Not applicable

G.   Statement By Experts
Not applicable

H.   Documents On Display

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

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

I.   Subsidiary Information Additional information not applicable

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

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.   Debt Securities
Not applicable

B.   Warrants And Rights
Not applicable

C.   Other Securities
Not applicable



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<PAGE>

D.   American Depositary Shares
Not applicable

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable

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

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

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

ITEM 16A.         Audit Committee Financial Expert

o The Company established an Audit Committee, which is responsible for the
following:
     o    Oversee  the  existence  and  maintenance  of  internal  controls  and
          accounting  systems,  including  the  implementation  of mandatory and
          non-mandatory accounting policies and reporting requirements;
     o    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;
     o    Recommend to the Board the nomination, removal and remuneration of the
          external auditors; and
     o    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  Goh and  Arbouw.  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.

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.  Due to the
resignation of Mr Jumabhoy on 11 March 2004,  there were only two members on the
Audit  Committee,  as at that time,  save for the  supervision  of the Company's
investments there were no other significant business  operations.  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.

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 Stock Exchange Corporate Governance Council on March 31, 2003. A copy
of the Charter has been posted on the website.

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



                                       38

<PAGE>

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

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

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

The Audit Committee 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.
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.


                                       39

<PAGE>

22.  Prepare  the  report  required  by  the  rules  of  the  Australian   Stock
     Exchange/Securities Exchange Commission.
23.  Advise the Board with  respect to the  Company's  policies  and  procedures
     regarding  compliance  with  applicable  laws and  regulations and with the
     Company's Code of Conduct/Ethics.
24.  Review with the  Company's  General  Counsel  legal matters that may have a
     material  impact on the  financial  statements,  the  Company's  compliance
     policies and any material reports or inquiries  received from regulators or
     governmental agencies.
25.  Assess its  performance of the duties  specified in this charter and report
     its findings to the Board of Directors.

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

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

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

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

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

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

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

ITEM 16B.   Code of Ethics

CityView Corporation Limited is committed to excellence, integrity and
professionalism as well as the growth and development of all its operations.
This commitment extends to ensuring shareholders and stakeholders are fully
informed about the company's activities and that the Board of Directors and
employees conduct themselves:
  o  Honestly and with integrity and respect not only with one another, but with
     all of the group's stakeholders;
  o  That they use confidentiality and discretion involving  information that is
     proprietary to the group;



                                       40

<PAGE>

  o  That they avoid any  conflict  of  interest  which may  interfere  with the
     independent exercise of their judgment in the best interests of the group;
  o  That they adhere to all laws and regulations  determining the group's legal
     and moral obligations; and
  o  That they foster a  non-discriminatory  work and  business  environment  to
     promote a climate of harmony  and  tolerance.

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 that  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 two  independent  non-executive
directors, two non-executive directors, and three executive directors. The board
includes   the   Chief   Executive   Officer   (executive)   and  the   Chairman
(non-executive).

The Board composition does not follow ASX recommendations, in that a majority of
directors are not  independent.  However,  the same person does not exercise the
roles of Chairman and Chief Executive  Officer and 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  delegates  responsibilities  to committees,  executive  directors and
senior management.

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.

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:
       o  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;
       o  The director is not a substantial shareholder of the Company;
       o  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
       o  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.

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:

       o  Ensure compliance in legal, statutory and ethical matters;
       o  Monitor the business environment;
       o  Identify business risk areas;


                                       41

<PAGE>
       o  Identify business opportunities; and
       o  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.

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.

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.

Remuneration of Board Members
The Company does not follow ASX Best  Practice  recommendations,  as it does not
have a Remuneration Committee.  The Board considers that the Company is not of a
size or operation  complexity to warrant the  implementation  of a  Remuneration
Committee.
Performance  evaluations for Board members are held annually. No director may be
involved in setting his or her own remuneration or terms and conditions.

Ethical Standards and Performance
The  Company  intends  to  maintain a  reputation  for  integrity  and the board
recognises the need for directors and employees to observe the highest standards
of behaviour and business ethics when engaging in corporate activity.  Currently
the Company is not of  sufficient  size to warrant the  preparation  of a formal
code of ethical  business  standards for the Company.  The board does,  however,
require of itself,  its employees and contractors the highest ethical  standards
when carrying out their duties and when acting on behalf of the Company.

The directors are  responsible  for  performing  their  functions with a view to
achieving  the  highest   possible   level  of  financial   performance  by  the
consolidated  entity.  This concerns  both the  propriety of decision  making in
situations  of possible or real  conflicts  of interest  and quality of decision
making for the benefit of shareholders.

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

                                     2004                 2003
Audit fees                           A$46,070         A$85,607
Other services                              -         A$13,365
                                   ------------------------------
                                     A$46,070         A$98,972
                                   ------------------------------

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

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

ITEM 17. FINANCIAL STATEMENTS


                                       42

<PAGE>

                          CITYVIEW CORPORATION LIMITED
                                 ACN 009 235 634

                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2004


                                                                     Page Number


Auditor's Report                                                         44

Statement of Financial Performance                                       45

Statement of Financial Position as at 31 December 2004                   46

Statement of Cash Flows                                                  47

Notes to and forming part of the Financial Statements                    48-64

















                                       43

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We have audited the  accompanying  Statement  of Financial  Position of CityView
Corporation  Limited as of  December  31,  2004,  2003 and 2002 and the  related
statements of financial  performance  and cash flows for each of the three years
in the period ended  December  31,  2004.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Company's  internal  control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements referred to above, present fairly, in
all  material  respects,  the  financial  position of the Company as of December
2004,  2003 and 2002 and the  results of its  operations  and its cash flows for
each of the three years in the period ended December 31, 2004 in conformity with
Australia generally accepted accounting principles.

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

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



BDO
Chartered Accountants
Perth, Western Australia

Dated 28 day of June 2005






                                       44
<PAGE>


<TABLE>
<CAPTION>


                       STATEMENT OF FINANCIAL PERFORMANCE
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2004


                                                    Consolidated Entity                                   Parent Entity
                                                     31-Dec-04        31-Dec-03       31 Dec 02      31-Dec-04      31-Dec-03
                                            NOTE         $                $                              $              $

<S>                                         <C>         <C>              <C>            <C>             <C>            <C>
Revenues from ordinary activities           2           17,028           24,629         595,007         17,028         24,629

Administration expenses                               (130,592)        (129,856)       (235,146)      (130,592)      (129,856)

Employee wages and benefits expense                    (86,292)         (92,272)       (150,088)       (86,292)       (92,272)

Consulting/Legal expenses                             (183,393)        (625,806)       (607,251)      (183,393)      (625,806)

Depreciation and amortisation expense                   (4,828)          (6,995)         (7,050)        (4,828)        (6,995)

Occupancy Expenses                                     (57,079)         (62,848)        (68,272)       (57,079)       (62,848)

Provision for doubtful debts                                 -                -      (3,000,000)             -              -

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

Investment loss                                              -                -        (408,811)             -              -

Exploration & Development expenses                  (1,297,000)               -                        (26,030)             -

Write back of intercompany receivable                        -                -                       (162,436)             -

Gain on sale of investment                  2        1,108,534                -                              -              -

Other expenses from ordinary activities                (55,088)        (182,855)        (37,659)       (55,088)      (182,855)
                                                  -----------------------------------------------------------------------------
Loss from ordinary activities before
income tax expense                          3         (688,710)      (1,076,003)     (9,303,440)      (688,710)    (1,076,003)
                                                  -----------------------------------------------------------------------------
Income tax expense                                           -                -               -              -              -
Loss from ordinary activities after
related income tax expense                            (688,710)      (1,076,003)     (9,303,440)      (688,710)    (1,076,003)

Net loss attributable to members of the
parent entity                                         (688,710)      (1,076,003)     (9,303,440)      (688,710)    (1,076,003)
                                                  -----------------------------------------------------------------------------

Basic loss per share (cents per share)      18          (0.98c)          (1.53c)        (13.67c)
Where diluted losses per share are not
diluted, they are not disclosed.

The accompanying notes form part of these financial statements.

</TABLE>





                                       45


<PAGE>

<TABLE>
<CAPTION>

             STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2004

                                                          Consolidated Entity                 Parent Entity
                                                            31-Dec-04        31-Dec-03          31-Dec-04       31-Dec-03
                                                   NOTE         $                $                  $               $

<S>                                                <C>    <C>                <C>              <C>               <C>
CURRENT ASSETS
Cash                                               8        1,101,959          658,943          1,101,951         658,935
Receivables                                        9            6,352            6,352              6,352           6,352
                                                         ---------------------------------   -----------------------------
TOTAL CURRENT ASSETS                                        1,108,311          665,295          1,108,303         665,287
                                                         ---------------------------------   -----------------------------

NON CURRENT ASSETS
Receivables                                        10       7,952,187        7,952,187          8,246,596       7,952,187
Investments                                        11               -                -                 10              10
Equipment                                          12           3,892            7,658              3,892           7,658
Acquisition, exploration and development           13         294,411                2                  -               -
                                                         ---------------------------------   -----------------------------
TOTAL NON CURRENT ASSETS                                    8,250,490        7,959,847          8,250,498       7,959,855
                                                         ---------------------------------   -----------------------------
TOTAL ASSETS                                                9,358,801        8,625,142          9,358,801       8,625,142
                                                         ---------------------------------   -----------------------------

CURRENT LIABILITIES
Payables                                           14         571,373          300,804            571,373         300,804
Interest bearing liabilities                       15         100,000                -            100,000               -
                                                         ---------------------------------   -----------------------------
TOTAL CURRENT LIABILITIES                                     671,373          300,804            671,373         300,804
                                                         ---------------------------------   -----------------------------

NON CURRENT LIABILITIES
Provisions                                         16          16,200           14,400             16,200          14,400
                                                         ---------------------------------   -----------------------------
TOTAL NON CURRENT LIABILITIES                                  16,200           14,400             16,200          14,400
                                                         ---------------------------------   -----------------------------
TOTAL LIABILITIES                                             687,573          315,204            687,573         315,204
                                                         ---------------------------------   -----------------------------
                                                         ---------------------------------   -----------------------------
NET ASSETS                                                  8,671,228        8,309,938          8,671,228       8,309,938
                                                         =================================   =============================

EQUITY
Contributed equity                                 17(a)   58,285,996       57,235,996         58,285,996      57,235,996
Accumulated losses                                 17(e)  (49,614,768)     (48,926,058)       (49,614,768)    (48,926,058)
                                                         ---------------------------------   -----------------------------
TOTAL EQUITY                                                8,671,228        8,309,938          8,671,228       8,309,938
                                                         =================================   =============================

</TABLE>

The accompanying notes form part of these financial statements.


                                       46


<PAGE>

<TABLE>
<CAPTION>

                             STATEMENT OF CASH FLOWS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2004


                                                              Consolidated Entity                                Parent Entity
                                                                31-Dec-04     31-Dec-03      31 Dec 02      31-Dec-04     31-Dec-03
                                                     NOTE           $             $                             $             $

<S>                                                  <C>      <C>             <C>            <C>            <C>            <C>
Cash Flows From Operating Activities
Interest received                                                  17,028        41,888        260,117         17,028        41,888
Payments to suppliers and employees                              (560,514)     (875,707)    (1,373,789)      (560,514)     (875,707)

                                                             ----------------------------------------------------------------------
Net cash provided/(used) by operating activities     21(c)       (543,486)     (833,819)    (1,113,672)      (543,486)     (833,819)
                                                             ----------------------------------------------------------------------

Cash flows from investing activities
Sale of one fifth of investment in Medco Madura                 1,108,534             -                             -             -
Sale of shares in listed corporations                                   -             -        335,467              -             -
Payment for acquisitions                                                -             -       (764,170)             -             -
Loan - Major shareholder                                          100,000             -              -        100,000             -
Advance to/(from) controlled entities                                   -             -              -       (162,436)            -
Exploration and development expenditure                        (1,270,970)            -              -              -             -
Payment for property, plant & equipment                            (1,062)       (6,746)             -         (1,062)       (6,746)

                                                             ----------------------------------------------------------------------
Net cash provided/(used) by investing activities                  (63,498)       (6,746)      (428,703)       (63,498)       (6,746)
                                                             -----------------------------------------------------------------------

Cash from financing activities
Proceeds from the issue of shares                               1,050,000             -      2,940,000      1,050,000             -
                                                             ----------------------------------------------------------------------
Net cash provided/(used) by financing activities                1,050,000             -      2,940,000      1,050,000             -
                                                             ----------------------------------------------------------------------

Net increase/(decrease) in cash                                   443,016      (840,565)    (1,397,625)       443,016      (840,565)
Cash at the beginning of the financial year                       658,943     1,499,508        101,883        658,935     1,499,500
                                                             ----------------------------------------------------------------------
Cash at the end of the financial year                21(a)      1,101,959       658,943      1,499,508      1,101,951       658,935
                                                             ----------------------------------------------------------------------

</TABLE>

The accompanying notes form part of these financial statements.




                                       47

<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2004

1.   Statement of Significant Accounting Policies

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

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

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

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

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

     (a)  Principles of Consolidation
     A controlled  entity is an entity  controlled by CityView.  Control  exists
     where CityView has the capacity to dominate the decision making in relation
     to the financial and operating policies of another entity so that the other
     entity operates with CityView to achieve the objectives of CityView. A list
     of controlled entities is contained in Note 20 to the financial statements.

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

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

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

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

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

     CityView  and its  wholly  owned  subsidiaries  have  formed an income  tax
     consolidation  group  under  the  tax  consolidation  regime.  CityView  is
     responsible  for  recognising  the current and deferred tax liabilities for
     the tax  consolidated  group.  The group formed an income tax  consolidated
     group on 1 January 2004.

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





                                       48
<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2004

     Statement of Significant Accounting Policies (cont)

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

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

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

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

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

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

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

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

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

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

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

     (k)  Employee Entitlements
     Provision is made for the  company's  liability  for employee  entitlements
     arising  from  services  rendered by employees  to balance  date.  Employee
     entitlements   expected  to  be  settled  within  one  year  together  with
     entitlements  arising from wages and salaries,  annual leave and sick leave
     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.



                                       49
<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2004


     Statement of Significant Accounting Policies (continued)

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

     The  Company  operates an Employee  Share Plan,  no shares or options  were
     outstanding as at the 31 December 2004 under the plan.
<TABLE>
<CAPTION>
                                              Consolidated Entity             Parent Entity
                                             31-Dec-04   31-Dec-03       31-Dec-04    31-Dec-03
<S>                                          <C>         <C>             <C>          <C>
      Number of employees at year end            1           1               1            1
</TABLE>

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

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

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

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

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

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

     (p)  Earnings per share
     The economic entity has applied AASB 1027 Earnings per Share.

     Basic  EPS are  calculated  using  net  profit  or loss  after  income  tax
     attributable to members of the Company.

     Diluted EPS earnings are calculated by adjusting the basic EPS earnings for
     this after tax effect of financing  costs and the effect of  conversion  to
     ordinary shares associated with dilutive potential ordinary shares,  rather
     than the  notional  earnings on the funds that would have been  received by
     the entity had the potential  ordinary shares been  converted.  The diluted
     EPS  weighted  average  number of shares  includes  the number of  ordinary
     shares  assumed to be issued for no  consideration  in relation to dilutive
     potential  ordinary  shares,  rather  than the  total  number  of  dilutive
     potential  ordinary  shares.  The number of ordinary  shares  assumed to be
     issued for no  consideration  represents the difference  between the number
     that would have been issued at the exercise price and the number that would
     have been issued at the average market price.

     The  identification of dilutive  potential  ordinary shares is based on net
     profit or loss from  continuing  ordinary  operations  and is  applied on a
     cumulative  basis,  taking  into  account  the  incremental   earnings  and
     incremental  number of shares for each series of potential  ordinary share.
     Where diluted earnings per share are not dilutive, they are not disclosed.

     (q)  Impact of Adopting AASB Equivalent to IASB Standards
     CityView  Corporation  Limited has commenced  transitioning  its accounting
     policies  and  financial  reporting  from current  Australian  Standards to
     Australian  equivalent  of  International   Financial  Reporting  standards
     (IFRS).  Set out below are the key areas  where  accounting  policies  will
     change:


                                       50

<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2004

     (i)  Exploration for and Evaluation of Mineral Resource
     Since the preparation of the 31 December 2003 financial  statements,  AASB6
     Exploration for and Evaluation of Mineral  Resource has been approved.  The
     carrying value of the Company's exploration  expenditure may be affected by
     the application of AASB6.

     (ii) Taxation
     A "balance sheet" approach will be adopted under Australian  equivalents to
     IFRSs,   replacing  the  "statement  of  financial   performance"  approach
     currently  used  by  Australian  companies.   The  "balance  sheet"  method
     recognises  deferred  tax balances  when there is a difference  between the
     carrying  value of an asset or  liability  and its tax  base.  Any  initial
     adjustments  to  calculate  deferred tax assets and  liability  balances on
     transition  using the new basis will be made  through  opening  balances of
     retained  earnings  at 1 January  2005.  Deferred  tax asset and  liability
     balances at 1 January 2005 can only be  calculated  once all other  opening
     balance sheet amounts have been finalised at that date.

     (iii)  Impairment of Assets
     The  entity  currently  assesses  the  amount  of  impairment  of assets by
     determining the recoverable amount on the basis of undiscounted cash flows.
     Under  Australian  equivalents  to IFRSs,  the entity  will be  required to
     determine the recoverable  amount as the higher of fair value less costs to
     sell and value in use (which is determined using discounted cash flows). It
     is likely that this change in policy and basis for calculation will lead to
     more impairment losses being recognised and therefore greater volatility in
     future  earnings.  It is also likely  that when  discounting  is  initially
     applied on  transition at 1 January 2005  impairment  losses may need to be
     recognised on a large number of assets,  resulting in a negative  impact on
     opening balances of retained earnings at that date.

     (iv)  Non-Current Investments
     Currently the entity  measures  non-current  investments  at cost,  with an
     annual review by directors to ensure that their carrying amounts are not in
     excess of their recoverable amount.  Under Australian  equivalents to IFRS,
     subsequent   measurement   of  non-current   investments   depends  on  the
     classification as outlined below.

     (v)  Investments in Controlled Entities and Equity Accounted Joint Ventures
     Under Australian equivalents to IFRSs, these investments are not classified
     as held for sale and as such will be measured by the parent  entity at cost
     with   impairment   tests  performed  when  indicators  of  impairment  are
     identified  in  accordance  with AASB 136  Impairment  of  Assets.  Initial
     impairment  adjustments  may arise because of the  requirement  to discount
     cash flows and these  would have a negative  impact on opening  balances of
     retained earnings as at 1 January 2005.




                                       51

<PAGE>
<TABLE>
<CAPTION>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2004

                                                                Consolidated Entity                             Parent Entity
                                                             31-Dec-04       31-Dec-03      31 Dec 02      31-Dec-04     31-Dec-03
                                                                 $               $                             $             $
<S>                                                          <C>            <C>             <C>            <C>           <C>
2.   Revenue
Revenue - Investing activities
Gain on sale of investment - 1/5 Madura field                1,108,534               -                             -             -
Proceeds from sale of shares in listed corporations                  -               -        335,467              -             -
Revenue - From Outside Operating activities
Interest received on loan to Sands Solutions                         -               -        192,166              -             -
Interest received - other parties                               17,028          24,629         67,374         17,028        24,629
                                                           -------------------------------------------------------------------------
Total Revenue                                                1,125,562          24,629        595,007         17,028        24,629
                                                           -------------------------------------------------------------------------

3.   Loss from ordinary activities
Loss from ordinary activities before income tax
has been determined after:
Expenses
General and administrative expenses                            329,051         467,831        457,678        329,051       467,831
Depreciation                                                     4,828           6,995          7,050          4,828         6,995
Marketing services                                                   -               -         33,487              -             -
Consultants/Legal Services                                     183,393         625,806        607,251        183,393       625,806
Investment Loss                                                      -               -        408,811              -             -
Provision for doubtful debts                                         -               -      3,000,000              -             -
Provision for write-down of investments                              -               -      5,384,170              -             -
Drilling expenses                                            1,297,000               -              -         26,030             -
Write back of intercompany receivables                               -               -              -        162,436             -
                                                           -------------------------------------------------------------------------
Total expenses                                               1,814,272       1,100,632      9,898,447        705,738     1,100,632
                                                           -------------------------------------------------------------------------
4.   Income Tax
 (a) The prima facie income tax benefit on loss
 from ordinary activities before income tax
 reconciles to the income tax benefit in the
 financial statements as follows:
Loss from ordinary activities before income tax               (688,710)     (1,076,003)    (9,303,440)      (688,710)   (1,076,003)
                                                           -------------------------------------------------------------------------

Income tax expense/(benefit) calculated at 30% of
loss from ordinary activities before income tax for
year ended 31 December 2004                                   (206,613)       (322,801)    (2,791,032)      (206,613)     (322,801)
Permanent differences                                           19,796          49,959         68,794         68,527        49,959
Timing differences and tax losses not brought to
account as future income tax benefits                              540           2,966      2,520,648            540         2,966
Current Year Tax loss not recognised                           186,277         269,876        201,590        137,546       269,876
                                                           -------------------------------------------------------------------------
Income tax expense                                                   -               -              -              -             -
                                                           -------------------------------------------------------------------------
 (b) Future income tax benefits not brought to
 account as assets                                           4,083,075       3,896,798      3,626,922              -     3,896,798
                                                           -------------------------------------------------------------------------
                                                             4,083,075       3,896,798      3,626,922              -     3,896,798
                                                           -------------------------------------------------------------------------
</TABLE>
The  taxation  benefits  of tax  losses and timing  differences  not  brought to
account will only be obtained if:
i)   assessable  income is derived of a nature  and of an amount  sufficient  to
     enable the benefit from the deductions to be realised;
ii)  conditions for deductibility imposed by the law are complied with; and
iii) no changes in tax  legislation  adversely  affect  the  realisation  of the
     benefit from the deductions.

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


                                       52

<PAGE>
              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2004

As a consequence,  CityView  Corporation  Limited, as the head entity in the tax
consolidated  group, will recognise current and deferred tax amounts relating to
transactions,  events and  balances of the wholly  owned  Australian  controlled
entities in this group, in future financial statements as if those transactions,
event and  balances  were its own, in addition to the current and  deferred  tax
balances  arising in  relation  to its own  transactions,  events and  balances.
Amounts receivable or payable under the tax sharing agreement will be recognised
separately by CityView  Corporation Limited as tax-related amounts receivable or
payable.  The  impact  on  the  income  tax  expense  and  results  of  CityView
Corporation  Limited is  unlikely  to be  material  because  of the tax  sharing
agreement.  This is not expected to have a material  impact on the  consolidated
assets and liabilities and results.

The  financial  effect of the  implementation  of the  legislation  has not been
recognised in the financial statements for the year ended 31 December 2004.

5.   Directors' Remuneration
(a) Names and positions held of parent entity directors and specified executives
in office at any time during the financial year:

A I Saddique             Chairman
B Y Ee                   Chief Executive/Director
R M Goh                  Director
Thinagaran               Director
Md N Ramli               Director
J F Arbouw               Company Secretary/Director
R M Elliott              Director                        Appointed 20 April 2004
Y M Jumabhoy             Chairman                         Resigned 11 March 2004

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

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

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

<TABLE>
<CAPTION>

2004               Salary &     Primary            Cash      Non-cash     Post Employment    Equity     Other     Total
Name               Fees         Superannuation     Bonus     Benefits     Superannuation     Options
                                Contribution
<S>                <C>          <C>                <C>       <C>          <C>                <C>        <C>       <C>
                     $               $               $          $               $               $         $         $
A I Saddique         -               -               -          -               -               -         -         -
B Y Ee               -               -               -          -               -               -         -         -
Y K Goh              -               -               -          -               -               -         -         -
Thinagaran           -               -               -          -               -               -         -         -
Md N Ramli           -               -               -          -               -               -         -         -
J F Arbouw           -               -               -          -               -               -         -         -
R M Elliott       12,000             -               -          -               -               -         -         -

</TABLE>




                                       53

<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2004

Note 5(b) (continued)

<TABLE>
<CAPTION>
2003              Salary &         Primary        Cash       Non-cash      Post Employment     Equity     Other      Total
Name               Fees        Superannuation     Bonus      Benefits       Superannuation     Options
                                Contribution
                      $               $             $            $                $               $         $          $
<S>               <C>          <C>                <C>        <C>           <C>                 <C>        <C>        <C>
A I Saddique          -               -             -            -                -               -         -          -
B Y Ee                -               -             -            -                -               -         -          -
Y K Goh               -               -             -            -                -               -         -          -
Thinagaran            -               -             -            -                -               -         -          -
Md N Ramli            -               -             -            -                -               -         -          -
J F Arbouw            -               -             -            -                -               -         -          -
Y M Jumabhoy        61,589            -             -            -                -               -         -          -
</TABLE>

<TABLE>
<CAPTION>

                                         Consolidated Entity                              Parent Entity
                               31-Dec-04     31-Dec 03      31 Dec 02       31-Dec-04      31-Dec-03       31 Dec 02
                                Number         Number                        Number         Number
<S>                            <C>            <C>            <C>            <C>            <C>             <C>
Nil                               6              6              7              6              6               7
$10,000 - $19,999                 1              -              -              1              -               -
$20,000 - $29,999                 -              -              -              -              -               -
$30,000 - $39,999                 -              -              -              -              -               -
$50,000 -  $ 59,999               -              -              1              -              -               1
$60,000 -  $ 69,999               -              1              -              -              1               -
$70,000 -  $ 79,999               -              -              1              -              -               1
$100,000 - $109,999               -              -              -              -              -               -
$120,000 - $129,999               -              -              1              -              -               1
$250,000 - $259,999               -              -              -              -              -               -
</TABLE>

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

Note 5 (c) Shareholdings of Directors
The shareholdings of directors and related parties as at the date of this report
are:
<TABLE>
<CAPTION>

Directors                       Shares                                               Options
<S>                  <C>                                                             <C>
A I Saddique         Mr Saddique is a director and  shareholder  of Midwestern         Nil
                     Oil Pte Ltd,  which owns 15,802,000 fully paid ordinary
                     shares in CityView. Mr Saddique is also a director and
                     shareholder of Thomas Omar Pte Ltd, which owns 500,000
                     fully paid ordinary shares in CityView.
B Y Ee               Mr Ee is a shareholder of Midwestern Oil Pte Ltd, which           Nil
                     owns 15,802,000  fully  paid ordinary shares in CityView.
Y K Goh              Mr Goh is a  shareholder  of  Midwestern  Oil Pte Ltd,            Nil
                     which owns 15,802,000 fully paid ordinary shares in CityView.
Thinagaran           Nil                                                               Nil
Md N Ramli           Nil                                                               Nil
J F Arbouw           30,425                                                            Nil
R M Elliott          Nil                                                               Nil
</TABLE>

6.   Employee Share Plan
There are no shares or options outstanding at 31 December 2004under the Employee
Share Plan.




                                       54

<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2004

<TABLE>
<CAPTION>

                                                                Consolidated Entity                 Parent Entity
                                                                  31-Dec-04        31-Dec-03           31-Dec-04       31-Dec-03
                                                                      $                $                   $               $
7.   Remuneration of Auditors
<S>                                                             <C>                <C>              <C>                <C>
Amounts received, or due and receivable from
the Company and any related organisation for:
Auditing the financial statements                                    46,070           85,607             46,070          85,607
Other services                                                            -           13,365                  -          13,365
                                                               ---------------------------------   ---------------------------------
                                                                     46,070           98,972             46,070          98,972
                                                               ---------------------------------   ---------------------------------
8.   Cash
Cash on hand                                                            500              500                500             500
Cash at bank                                                      1,101,459          658,443          1,101,451         658,435
                                                               ---------------------------------   ---------------------------------
                                                                  1,101,959          658,943          1,101,951         658,935
                                                               ---------------------------------   ---------------------------------
9.   Current Receivables
Other debtors                                                             -                -                  -               -
Deposits                                                              6,352            6,352              6,352           6,352
                                                               ---------------------------------   ---------------------------------
                                                                      6,352            6,352              6,352           6,352
                                                               ---------------------------------   ---------------------------------
10.  Non Current Receivables
Loans to controlled entities - at cost                                    -                -          4,570,045       5,384,170
Provision for doubtful debt - at cost                                     -                -         (4,275,636)     (5,384,170)
Loan to Sands Solutions - at cost                                 3,000,000        3,000,000          3,000,000       3,000,000
Provision for doubtful debt - at cost                            (3,000,000)      (3,000,000)        (3,000,000)     (3,000,000)
Loans to Medco Madura Pty Ltd and
Medco Simenggaris Pty Ltd - at cost                               7,952,187        7,952,187          7,952,187       7,952,187
                                                               ---------------------------------   ---------------------------------
                                                                  7,952,187        7,952,187          8,246,596       7,952,187
                                                               ---------------------------------   ---------------------------------
</TABLE>


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

Upon stringent  review of the Company's  assets,  the Board of Directors had, in
previous years raised a provision for doubtful debt of the following assets:

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

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

The sale of a 20% stake in Medco Madura for an amount of  $1,108,534.00  held by
CityView Asia Pty Ltd has reduced the provision for doubtful debt by that amount
due to an advance being paid to its parent entity.

Sands Solutions Group Pty Ltd       $3,000,000.00

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


                                       55

<PAGE>
<TABLE>
<CAPTION>


              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2004

                                                     Consolidated Entity                 Parent Entity
                                                       31-Dec-04        31-Dec-03          31-Dec-04       31-Dec-03
                                                           $                $                  $               $
<S>                                                  <C>                <C>              <C>               <C>
11.  Non-Current Investments
     in controlled entities - at cost
CityView Asia Pty Ltd                                          -                -                 10              10
                                                    ---------------------------------   ---------------------------------
Total Non-Current Investments                                  -                -                 10              10
                                                    ---------------------------------   ---------------------------------

12.   Equipment
Equipment at cost                                         30,175           29,113             30,175          29,113
Less accumulated depreciation                            (26,283)         (21,455)           (26,283)        (21,455)
                                                    ---------------------------------   ---------------------------------
                                                           3,892            7,658              3,892           7,658
                                                    ---------------------------------   ---------------------------------

Balance at the beginning of year                           7,658            7,907              7,658           7,907
Additions                                                  1,062            6,746              1,062           6,746
Depreciation expense                                      (4,828)          (6,995)            (4,828)         (6,995)
                                                    ---------------------------------   ---------------------------------
Carrying amount at year end                                3,892            7,658              3,892           7,658
                                                    ---------------------------------   ---------------------------------

13.  Acquisition, Exploration and Development
Acquisition costs and exploration and development
expenditure carried forward in respect of areas of
interest - at cost                                     5,678,581        5,384,172                  -               -
Provision for write-down of areas of interest         (5,384,170)      (5,384,170)                 -               -
                                                    ---------------------------------   ---------------------------------
                                                         294,411                2                  -               -
                                                    ---------------------------------   ---------------------------------

As  mentioned  in Note 10 The Board of  Directors  has  raised a  provision  for
write-down  of  areas of  interest.  The pre  drilling  cost at  Simenggaris  of
$294,409.00 has been capitalised.

14.  Current Payables
Unsecured:
Trade creditors                                          242,897          239,867            242,897         239,867
Accrued expenses                                         328,476           60,937            328,476          60,937
                                                    ---------------------------------   ---------------------------------
                                                         571,373          300,804            571,373         300,804
                                                    ---------------------------------   ---------------------------------
15.  Interest Bearing Liabilities
Loan Payable                                             100,000                -            100,000               -
                                                    ---------------------------------   ---------------------------------
                                                         100,000                -            100,000               -
                                                    ---------------------------------   ---------------------------------

The loan  payable  bears a 7% per annum rate of interest and is  unsecured.  The
loan was repaid on 28 January 2005.

16.  Non Current Payables
Long Service Leave                                        16,200           14,400             16,200          14,400
                                                    ---------------------------------   ---------------------------------
                                                          16,200           14,400             16,200          14,400
                                                    ---------------------------------   ---------------------------------

</TABLE>



                                       56

<PAGE>
              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2004

17.  Equity

(a)  Contributed  equity  During the year  ended 31  December  2004 the  Company
     issued the shares listed below.

<TABLE>
<CAPTION>

<S>                <C>                    <C>                 <C>                  <C>
Date               Nature of Issue        Price per Share     Number of Shares     Share Capital $
30 12 2004         Share placement            0.10c              10,500,000         1,050,000

Ordinary fully paid shares at 31 December 2003                   70,161,616        57,235,996
Ordinary fully paid shares at 31 December 2004                   80,661,616        58,285,996
</TABLE>


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

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

(b)  Options:
     As at 31 December 2004 there were no options on issue.

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

(d)  Franking credits
     The Company retains no franking credits for the year ended 31 December 2004
     and the year ended 31 December 2003.

(e)  Accumulated losses

<TABLE>
<CAPTION>
                                                              Consolidated Entity                        Parent Entity
                                                                   31-Dec-04       31-Dec-03        31-Dec-04       31-Dec-03
                                                                       $               $                $               $
<S>                                                           <C>                 <C>               <C>            <C>
Accumulated  losses at the beginning of the financial year        48,926,058      47,850,055        48,926,058     47,850,055
Net loss attributable to the members of the parent entity            688,710       1,076,003           688,710      1,076,003
                                                              --------------------------------    --------------------------------
Accumulated  losses  at the end of this financial year            49,614,768      48,926,058        49,614,768     48,926,058
                                                              --------------------------------    --------------------------------

18.  Earnings per share                                            31-Dec-04       31-Dec-03                31-Dec-02
Basic and diluted loss per share (cents per share)                  (0.98c)         (1.53c)                  (13.67c)
The weighted average number of ordinary shares on
issue used in the calculation of basic and diluted losses
per share
                                                                  70,190,383      70,161,616                68,044,904

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


                                       57

<PAGE>

                          CITYVIEW CORPORATION LIMITED

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2004
<TABLE>
<CAPTION>

19.  Financial Reporting by Segments

(a) Primary Segments
<S>                                  <C>          <C>          <C>            <C>         <C>           <C>
                                             Investments             Exploration                 Consolidated
                                     31 Dec 04    31 Dec 03    31 Dec 04      31 Dec 03    31 Dec 04    31 Dec 03
                                        $            $            $              $            $            $
Revenue outside the
consolidated entity                     17,028       24,629            -              -       17,028       24,629
                                    -----------  -----------  -----------  -------------  -----------  -----------
Segment profit/(loss) after
income tax                            (500,244)    (896,949)    (188,466)      (179,054)    (688,710)  (1,076,003)
                                    -----------  -----------  -----------  -------------  -----------  -----------
Segment assets                       1,112,203       14,010    8,246,598      8,611,132    9,358,801    8,625,142
Segment Liability
Depreciation/amortisation               (4,828)      (6,995)           -              -       (4,828)      (6,995)
</TABLE>

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

<TABLE>
<CAPTION>

(b) Secondary Segments
<S>                                  <C>          <C>          <C>            <C>         <C>           <C>
                                     Indonesia                          Australia                      Consolidated
                                     31 Dec 04    31 Dec 03    31 Dec 04     31 Dec 03     31 Dec 0     31 Dec 03
                                        $            $            $             $             $            $
Revenue outside the
consolidated entity                          -            -       17,028         24,629       17,028       24,629
                                    -----------  -----------  -----------  -------------  -----------  -----------
Segment profit/ (loss) after
income tax                            (188,466)    (179,054)    (500,244)      (896,949)    (688,710)  (1,076,003)
                                    -----------  -----------  -----------  -------------  -----------  -----------
Segment Assets                       8,246,598    7,952,187    1,112,203        672,955    9,358,801    8,625,142
Segment Liability
Depreciation/amortisation                    -            -       (4,828)        (6,995)      (4,828)      (6,995)

The pricing of intersegmental transactions is the same as prices charged on
transactions with parties outside the economic entity.
</TABLE>


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

                                     Country of       Type of        Principal      Ownership interest
                                   Incorporation    Shares Held      Activity
<S>                                <C>              <C>              <C>            <C>
Parent entity                                                                       2004          2003
                                                                                    ----          ----
CityView Corporation Limited         Australia       Ordinary       Investment      100%          100%

Controlled entities
CityView Asia Pty Ltd                Australia       Ordinary       Exploration     100%          100%

Other
Medco Madura Pty Ltd                 Australia       Ordinary       Exploration      20%           25%
Medco Simenggaris Pty Ltd            Australia       Ordinary       Exploration      25%           25%

</TABLE>

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


                                       58

<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2004
<TABLE>
<CAPTION>

                                                                Consolidated Entity                          Parent Entity
<S>                                                          <C>            <C>           <C>           <C>            <C>
                                                             31-Dec-04      31-Dec-03     31 Dec 02     31-Dec-04      31-Dec 03
21.  Notes to Statement of Cash Flow                             $              $                           $                $
(a) Reconciliation of cash
Cash at the end of the financial year as shown in
the statement of cash flows is reconciled to the
related items in the balance sheet as follows:
Cash                                                         1,101,959        658,943     1,499,508     1,101,951        658,935
                                                            ---------------------------------------------------------------------
                                                             1,101,959        658,943     1,499,508     1,101,951        658,935
                                                            ---------------------------------------------------------------------
(b) Reconciliation of loss from ordinary activities
after tax to net cash provided by/(used by) operating
activities
Loss from ordinary activities                                 (688,710)    (1,076,003)   (9,303,440)     (688,710)  (1,076,003)
Add non cash operating items:
Depreciation                                                     4,828          6,995         7,050         4,828        6,995
Exploration & Development expenditure Simenggaris             (294,409)             -             -      (294,409)           -
Exploration & Development expenditure Madura written off     1,270,970              -             -             -            -
Gain on sale of investment                                  (1,108,534)             -             -             -            -
Provision for write down of intercompany receivable                  -              -                     162,436            -
Write-downs to recoverable amount of investment                      -              -     5,043,923             -            -
Change in assets and liabilities net of the effect of purchase
and disposal of controlled entities:
(Increase)/decrease in receivables                                   -         17,260     3,149,875             -       17,260
(Decrease)/increase in payables                                270,569        217,929       (11,080)      270,569      217,929
(Decrease)/increase in provisions                                1,800              -                       1,800            -
                                                            ---------------------------------------------------------------------
Net cash provided/(used) by operating activities              (543,486)      (833,819)   (1,113,672)     (543,486)    (833,819)
                                                            ---------------------------------------------------------------------
</TABLE>

(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

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

(a)  Directors
     The following  persons held the position of director of the Company  during
     the financial year ended 31 December 2004:

A I Saddique         Md N Ramli
B Y Ee               J F Arbouw
Y K Goh              R M Elliott              Appointed 20 April 2004
Thinagaran           Y M Jumabhoy             Resigned 11 March 2004

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

(b)  Interests of directors
     As at 31 December  2004 the  directors  of the  Company  and their  related
     entities hold a relevant  interest in the  following  shares and options in
     the Company:
                                 31 December 04         31 December 03
    Shares                         16,332,425             16,030,425
    Options                           Nil                    Nil




                                       59
<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2004

Note 22 Related Party (continued)

(c)  Transactions  with directors and related  entities - no  transactions  took
     place with directors or related entities.

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

(e)  Equity interests in controlled entities As disclosed in Note 20 the Company
     has the  entire  ownership  of  CityView  Asia Pty Ltd.,  which is its only
     controlled entity.

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

     In  addition,  Medco  Simenggaris  Pty Ltd and Medco Madura Pty Ltd owe the
     Company  $3,408,082 and $4,544,105  respectively,  although these companies
     are not part of the consolidated entity (refer to Note 10).

23.  Commitments for Expenditure
     The cost of any work to the Madura and  Simenggaris  blocks  will be met by
     the Company by the  dilution of its equity  interests  in both Medco Madura
     Pty Ltd and Medco Simenggaris Pty Ltd.

24.  Financial Instruments


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

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

<TABLE>
<CAPTION>

                                                        FIXED INTEREST
-------------------------------------------------------------------------------------------------------------------------------
                              Average     Variable     Less than       1 to 5      More than    Non-Interest        Total
                              Interest     Interest      1 Year        Years        5 years        Bearing
           2004                rate %         $            $             $             $              $               $
<S>                         <C>           <C>         <C>           <C>           <C>          <C>              <C>
--------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Financial Assets
--------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Cash                           5.06%          -         1,101,959        -             -              -             1,101,959
--------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Receivables                      -            -            -             -             -               6,352            6,352
--------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Financial Liabilities
--------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Payables                         -            -            -             -             -             587,573          587,573
--------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Loan                           7.0%           -           100,000        -             -              -               100,000
--------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------

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

</TABLE>




                                       60

<PAGE>

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2004


Note 24. Financial Investments (continued)

(c)  Credit Risk

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

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

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

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

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

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

25.  Subsequent Events

     Under  a loan  agreement  dated  29  October  2004,  a  major  shareholder,
     Midwestern  Oil  Pte  Ltd  advanced  CityView  $100,000.00.  The  loan  was
     subsequently repaid on 28 January 2005.

     Sebaya #2 Well  Madura  Island  Indonesia:  On 1 March  2005,  the  Company
     announced that the Operator, Medco confirmed that two drill stem tests were
     carried out.  Both tests were  unsuccessful  despite  extensive  fracturing
     being  carried  out. The  Operator  recommended  that the well be suspended
     pending a full technical evaluation.

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

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

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

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

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

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


                                       61

<PAGE>

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

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

(f)  The  company's  accounting  policy in  respect of  amortization  of carried
forward  exploration   expenditure  is  calculated  based  on  the  economically
recoverable proven reserves of the company. US GAAP requires the amortization to
be based on the proven and  probable  reserves of the  company.  As  significant
production has not commenced  CityView has not applied this accounting policy in
the financial  statements  for the financial  periods ended 31 December 2002, 31
December 2003and 31 December 2004 and therefore no reconciliation  adjustment is
required.

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

(h)  The  company's  accounting  policy in  respect of  amortization  of carried
forward  exploration   expenditure  is  calculated  based  on  the  economically
recoverable proven reserves of the company. US GAAP requires the amortization to
be based on the proven and  probable  reserves of the  company.  As  significant
production has not commenced  CityView has not applied this accounting policy in
the financial  statements  for the financial  periods ended 31 December 2002, 31
December 2003 and 31 December 2004 and therefore no reconciliation adjustment is
required.

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

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

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

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

SFAS 148    Accounting  for Stock-Based Compensation - Transition and Disclosure
Amends FASB 123 to provide  alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based
employee compensation.

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

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

SFAS 150 Financial  Instruments  with  Characteristics  of both  Liabilities and
         Equity


                                       62

<PAGE>

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

Interpretation No. 46 (FIN 46)
Effective 31 January 2003,  The Financial  Accounting  Standards  Board requires
certain variable interest entities to be consolidated by the primary beneficiary
of  the  entity  if  the  equity  investors  in  the  entity  do  not  have  the
characteristics  of an continuing  financial  interest or do not have sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated  financial support from other parties. The Company has not invested
in any such entities and does not expect to do so in the foreseeable future.

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

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


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



                                       63

<PAGE>

Reconciliation Adjustments
The  following  reconciliations  show  the  effect  on net  profit/loss  for the
financial periods ended December 31, 2004, 2003 and 2002 using the US GAAP basis
of accounting for the matters outlined in items (a) to (h) above.


<TABLE>
<CAPTION>

                                                       31 Dec 04                    31 Dec 03            31 Dec 02
Reconciliation Adjustments                         US$           A$                     A$                   A$
---------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>            <C>                  <C>                 <C>
Net income (loss) after Tax in accordance
with Australian GAAP                            (507,648)      (688,710)            (1,076,003)         (9,303,440)

Reconciliation Adjustments
Exploration expenditure written-off as
incurred                                        (217,009)      (296,409)              (509,357)          4,620,002*


                                              -----------------------------------------------------------------------------
Net income (loss) after tax in accordance
with US GAAP                                    (724,657)      (983,117)            (1,585,390)         (4,683,438)

                                              -----------------------------------------------------------------------------
* Previously already written off
  for US GAAP purposes.

Earnings (loss) per share after tax in
accordance                                         (.009)         (.012)                 (.026)               (.07)
 With US GAAP (in cents)

                                                       31 Dec 04                    31 Dec 03           31 Dec 02
Reconciliation Adjustments                         US$           A$                     A$                  A$
--------------------------                     -----------------------------------------------------------------------------

Shareholder's equity attributable to member
of the chief entity in accordance with
Australian GAAP                                  6,764,425    8,671,228              8,309,938           9,385,941

Reconciliation Adjustments
Exploration expenditure written-off as
incurred                                        (6,433,169)  (8,246,596)            (7,952,187)         (7,442,800)
                                              ------------------------------------------------------------------------------
Total shareholder's equity in accordance
with US GAAP                                       331,256      424,632                357,751           1,943,141
                                              ------------------------------------------------------------------------------
</TABLE>


ITEM 18. FINANCIAL STATEMENTS

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

ITEM 19. EXHIBITS

None


















                                       64

<PAGE>

                                   SIGNATURES

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


                          CITYVIEW CORPORATION LIMITED






/s/ THINAGARAN
--------------------------
THINAGARAN
Director

Dated  June 28, 2005



















                                       65