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, 2002

                                       OR

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

      For the transition period from _________________ to ________________

                         Commission file number 0-28794

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

                          Western Australia, Australia
                 (Jurisdiction of incorporation or organization)

             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
                                (Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
                                      NONE
                                (Title of Class)
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
               70,161,616 ordinary shares as of December 31, 2002

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     _ X_  Not applicable


<PAGE>

PART I

ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Providing information called for in Item 1 is not required for filing a Form
20-F as an Annual Report under the Exchange Act. Nevertheless, the Company is
providing its "Corporate Directory" updated from as it appeared in the Annual
Report for the year ended December 31, 2002 as filed with Australian Stock
Exchange Limited on March 28, 2003.

Directors

Yusufali M Jumabhoy        Chairman
A I Saddique               Chief Executive
Goh Yong Kheng             Director
Ee Beng Yew                Director
Md Nazri Ramli             Director
Thinagaran                 Director
John F Arbouw              Director

Company Secretary
John F Arbouw

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

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

                                       2
<PAGE>


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

Auditors - USA
Sherb & Co., LLP
Members of (AICPA)
American Institute of Certified Public Accountants
805 Third Avenue
New York NY 10022

Stock Exchange Listings
Australian Stock Exchange Limited
Trading symbol: CVI

NASD OTC Bulletin Board
Trading symbol: CTVWF

                                       3
<PAGE>

Australian Share Registry
Computershare 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

                                       4
<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,
2001, 2000, 1999, and 1998 and by Sherb & Co., LLP (hereinafter "Sherb") and BDO
Chartered Accountants ("BDO") for year ended December 31, 2002. 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 Registrant 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 accountants was recommended and approved by the board of
directors of the Company. 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 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, 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").

                                       5
<PAGE>

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, 1999, 2000, 2001 and 2002. There were significant fluctuations in revenues
and net income (loss) between the years stated in the table below. For the
reasons set forth herein the information shown below may not be indicative of
the Company's future results of operation.

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

                        Year Ended       Year Ended       Year Ended       Year Ended      Year Ended
                       December 31,     December 31,     December 31,     December 31,    December 31,
                           1998             1999             2000             2001            2002
                       -------------- ----------------- ---------------- ---------------- ---------------
<S>                           <C>              <C>              <C>              <C>              <C>
   Amounts in              AUD$             AUD$             AUD$             AUD$             AUD$
   Accordance with
   Australian GAAP

   Income Statement
   Data:

   Operating
   revenues                        -                -                -               -                -

   Loss from
   continuing
   operations (1)        (20,362,087)     (11,095,107)      (5,537,576)     (4,165,287)      (9,303,440)

   Per Ordinary
   Share (dollars)
   (2)                        (1.53)            (0.70)            (.13)           (.08)            (.14)

   Balance Sheet
   Data:

   Total Assets           13,247,886        7,579,445       16,227,889      15,857,736        9,483,216

   Shareholders'
   equity                 (2,803,225)       5,491,274       15,936,943      15,749,381        9,385,941

   Amounts in
   Accordance with
   US GAAP

   Income Statement
   Data:

   Operating Revenues              -                -                -               -               -

   Loss from
   continuing
   operations (1)        (12,188,902)      (8,043,615)     (10,373,578)     (4,374,487)     (9,303,440)

   Per Ordinary
   Share (dollars)
   (2)                          (.92)           (0.51)            (.25)           (.08)           (.14)

   Balance Sheet
   Data:

   Total Assets              737,413          136,645        4,165,087       3,794,934       2,579,586

   Shareholders'
   equity                (15,313,698)      (1,951,526)       3,874,141       3,686,579      (2,676,861)
</TABLE>
(1) Net income  (loss)  consists of  operating  profit  (loss)  after income tax
attributable to members of the parent entity.
(2) Per share data has been retroactively restated to reflect the effects of a 1
for 5 reverse stock split effective April 14, 1997.

                                       6
<PAGE>

Exchange Rates

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


A.        5 Most Recent Financial Years

        Period                       High       Low     Period-End   Average(1)
  -------------------------------- --------- --------- ----------   -----------
  12 months to December 31, 1998     0.6806    0.5500     0.6139      0.6150
  --------------------------------   ------- --------- ----------   -----------
  12 months to December 31, 1999     0.6569    0.6240     0.6500      0.6429
  --------------------------------   ------- --------- ----------   -----------
  12 months to December 31, 2000     0.6685    0.5073     0.5599      0.5828
  --------------------------------   ------- --------- ----------   -----------
  12 months to December 31, 2001     0.5727    0.4773     0.5115      0.5182
  --------------------------------  -------- --------------------   -----------
  12 months to December 31, 2002     0.6259    0.5049     0.5612      0.5424

B.          Previous 6 Months

  December 1 to December 31, 2002    0.5696    0.5557     0.5650      0.5629
  January 1 to January 31, 2003      0.5948    0.5588     0.5892      0.5824
  February 1 to February 28, 2003    0.6092    0.5820     0.6054      0.5937
  March 1 to March 31, 2003          0.6188    0.5872     0.6013      0.6023
  April 1 to April 30, 2003          0.6236    0.5920     0.6226      0.6097
  May 1 to May 30, 2003              0.6632    0.6219     0.6530      0.6475

C.       Latest Practicable Date

  At June 23, 2003 the Australian dollar expressed in US dollars per AUD$1.00
was $ 0.6680.

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

Nature Of Trading Market

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

As of May 31, 2003 the Company had 1009 holders of record of its Ordinary
Shares.

                                       7
<PAGE>

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

The following reflects the high and low bid price for the Company's Ordinary
Shares as reflected on the Australian Stock Exchange Limited for the last three
years and the most recent quarter ended March 31, 2003.


Quarter Ending           High       High         Low           Low       Volume
                         AUD$        US$         AUD$          US$      in 000's
---------------------- ---------- ---------- ------------ ------------- --------
March 31 2000             3.91       2.72         0.56        0.34       132,174
---------------------- ---------- ---------- ------------ ------------- --------
June 30 2000              2.30       1.47         0.75        0.34        34,245
---------------------- ---------- ---------- ------------ ------------- --------
September 30, 2000        1.74       1.13         0.92        0.38         9,004
---------------------- ---------- ---------- ------------ ------------- --------
December 31 2000          1.17       0.50         0.61        0.16        13,205
---------------------- ---------- ---------- ------------ ------------- --------
March 31, 2001            1.14       0.64         0.35        0.18        16,864
---------------------- ---------- ---------- ------------ ------------- --------
June 30, 2001             0.57       0.30         0.33        0.15        15,892
---------------------- ---------- ---------- ------------ ------------- --------
September 30, 2001        0.39       0.18         0.20        0.10         8,257
---------------------- ---------- ---------- ------------ ------------- --------
December 31, 2001         0.27       0.13         0.15        0.07         9,455
---------------------- ---------- ---------- ------------ ------------- --------
March 31, 2002            0.29       0.16         0.165       0.077       12,780
---------------------- ---------- ---------- ------------ ------------- --------
June 30 2002             0.285       0.17         0.145       0.08     8,614,416
---------------------- ---------- ---------- ------------ ------------- --------
September 30, 2002       0.165       0.08         0.13        0.063    3,945,745
---------------------- ---------- ---------- ------------ ------------- --------
December 31, 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
---------------------- ---------- ---------- ------------ ------------- --------

                                       8
<PAGE>

ITEM 3 A (i)      COMPANY AUDITORS

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

B.       Capitalization And Indebtedness

Not applicable

C.       Reasons For The Offer And Use Of Proceeds

Not applicable

D.       Risk Factors

Risks In Respect Of The Company's Energy Portfolio

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

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

2.       Currency exchange rate fluctuations;

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

4.       Judicial decisions and legislative amendments;

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

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

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

8.       Political stability of south East Asian countries.

                                       9
<PAGE>


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


Recoverability Of Loans By The Company To Other Companies.

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

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

On 26 February 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 1 July 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 25 November 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 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 also instructed Grant Thornton to carry
out a review of Sands Solution's financial accounts and to scrutinise all
significant transactions of Sands Solutions for the last 3 years and to advise
if the same were in order. In the event that the said review reveals any
discrepancies in the financial accounts or in any significant transaction, the
Board has resolved to put the results of the review in the hands of their
solicitors and obtain their 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, whether against Sands Solutions or any other person, to
recover any loss that it should suffer in this matter.

                                       10
<PAGE>

ITEM 4.  INFORMATION ON THE COMPANY

A.       History And Development Of The Company

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

The Company publishes its consolidated financial statements expressed in
Australian dollars. In this document, references to "US dollars" or "US$" are to
the currency of the United States of America and references to "Australian
Dollars" or "AUD$" are to currency of Australia. Solely for convenience, Form
20-F contains translations of certain Australian dollar amounts into US dollars
at specified rates. These translations should not be construed as
representations that the Australian dollar amounts actually represent such US
dollar amounts or could have been or could be converted into US dollars at the
rates indicated or any other rates. For information regarding rates of exchange
between Australian dollars and US dollars from 1998 to the present, see "Item
3A. Selected Financial Data - Exchange Rates."

The current financial period is for the twelve months ended December 31, 2002.
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 2002, 2001, 2000, 1999, and 1998 are disclosed in footnote (25) to the
financial statements contained herein.

                                       11
<PAGE>

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 while it continues to be "free
carried" on certain oil and gas production projects as hereinafter summarized in
this Item 4 under subheading B - Business Overview - Energy Portfolio.

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.

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.

                                       12
<PAGE>

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

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

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

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

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

                                       13
<PAGE>

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

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

Evaluation Techniques

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

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

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

Market For Oil And Gas Production

The market for oil and gas production in Indonesia is generally regulated. Under
the terms of the PSC-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.

                                       14
<PAGE>


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

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

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

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

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

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

                                       15
<PAGE>

Government incentives for PSC-JOBs include:

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

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

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

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


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

Energy Portfolio

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.

                                       16
<PAGE>

History

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

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

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

Regional Setting

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

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

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

                                       17
<PAGE>

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 12 January 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 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: 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 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 is presently re-mapping the
structure in order to determine the possible reservoir reserves based on the
data obtained from drilling the well and test results. The well has been
suspended in consideration of delineation well and the possibility of production
from the Sebaya well, at a later date, if the structure is determined to be of
commercial value.

                                       18
<PAGE>

The second, third and fourth zones did not flow. The second zone is within one
foot of the loss circulation zone. It is believed at this time that a wash out
of the formation occurred in this zone while heavy losses were being
encountered. The Operator is performing a structure analysis to try to determine
the reasons that these zones did not flow.

Madura Block - Madura Island, Indonesia: Tambuku #1

Medco originally advised that Tembuku#-1 will 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 21 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 this
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 they anticipate to test 3 zones and
possibly a fourth with each test zone expected to take approximately ten days.
On 14 January 2003 DST 1 was perforated. No flow was established and an
injectivity test confirmed the perforating guns had misfired.

DST 1 was re-perforated on 17 January 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. With
the pressure of time restraints removed the Operator decided that they would be
able 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 thus determined that this
zone would also require acid stimulation and that economics dictated that
re-testing should be performed be 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.

                                       19
<PAGE>

Madura Block - Madura Island, Indonesia: Telaga # 1

Medco originally estimated the spud-in date for the Telaga #1 well would be
August 2002. Medco subsequently decided that the Telaga #1 would be drilled back
to back with Tambuku # 1. The target depth is 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. At the time of this report, drilling is
still on-going.

Prospects

Market

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

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 Genindo Western
Petroleum Pty Ltd ("Western Simenggaris") to commence operations on the
Simenggaris Block prior to the formal signing of the PSC-JOB agreement. The
signing of the Contract took place on February 24, 1998 awarding the 2734km2
Simenggaris Block to Genindo. The contract term is 10 years for exploration and
20 years for production. Genindo changed its name to Western Simenggaris
Petroleum Pty Ltd on June 22 1998. CityView was not required to make any cash
payment for this award and no payment in cash or otherwise was made by or on
behalf of CityView for the award of the Simenggaris Block.

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

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

History

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

                                       20
<PAGE>

Regional Setting

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

Prospects  - Market

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

Simenggaris Block - Kalimantan Indonesia: Pidawan#1

The Pidawan #1 well was spud in on 1 March 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 1 March 2002 and completed 17 July 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.

The Simenggaris block is programmed to drill a further two wells. These wells
are "Bangku Besar" and "Sesayap" #1.

Medco advised that drilling of the Bangku Besar and Sesayap wells would not be
commenced until a seismic survey had been performed in Simenggaris. The seismic
survey is expected to commence in the second half of this year and it is
anticipated that the next well in this block : Bangku Besar will be drilled in
October/November 2003. Medco wishes to perform and conclude the seismic survey,
as the geological data from the survey will assist them in determining which
part of the block to relinquish to the Indonesian authorities in Year 2004.
Under the terms of the agreement, 25% of the block is to be relinquished to the
Indonesian authorities in Year 2004.

                                       21
<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 has been free carried through a two well program (Hippo-1 and
Wildebeest-1) by MMC Exploration & Production (Philippines) Pte Ltd, a
subsidiary of Malaysia Mining Corporation Berhad. The next program is currently
under review by the operator Unocal. All contributions to expenditure on the
past work program of two wells within the block have been met on behalf of
CityView by MMC Exploration & Production (Philippines) Pte Ltd.

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 30 June 2000. The next
program was under review by the Operating Shareholder, Unocal, throughout 2002,
and will commence in mid 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 17
October 2002, in exchange for a full recovery of all expenditure to date, the
actual amount to be verified following the Government's audit. The recovery is
conditional upon successful production of petroleum in the Block.

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

Market

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

                                       22
<PAGE>

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
         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
21 June 2002. This agreement replaced an agreement of 8 January 2002 between
CityView Asia, ASAB Oil and Black Sea Oil Inc as European Oil has taken over
Black Sea's interest in the venture.

Through a former director, negotiations to sell CityView's shareholding to
European Oil plc have continued throughout the year unsuccessfully and
indications are that a settlement appears remote. The current Board of Directors
has determined that provision be made for its interest in ASAB Oil Limited.

                                       23
<PAGE>

B2B E-Commerce Investment

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

The current Board is 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 the due diligence of
Sands Solutions has been conducted by the independent directors of each Company.

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

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

Under the terms of the agreements between CityView and Sands Solutions, CityView
could have elected to have all moneys repaid to it on 1 July 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 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.

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

For material negative events relating to Sands occurring during 2002 reference
is made to Item 3 D - Risk Factors - "Recoverability of Loans...to Other
Companies" as well as to Item 5 - Technology and Item 10C - Material Contracts -
Sands Solutions.

                                       24
<PAGE>

CityView Corporation (UK) Ltd.

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

C. Organizational Structure

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

D. Property, Plant And Equipment

Particulars Of Oil Leases - Madura (Medco Madura Pty Ltd) And Simenggaris (Medco
Simenggaris Pty Ltd)

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

Executive Address

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

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

ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.       Operating results

The current financial period is for the twelve months ended December 31, 2002.
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, 2002, 2001, and 2000 are
disclosed in footnote 26 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, 2002, 2001, and 2000.

Principal Activities

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

                                       25
<PAGE>

Results Of Operations

The discussion set forth below relates to the Company's results of operations as
prepared in accordance with Australian GAAP. A reconciliation between Australian
and US GAAP for the financial periods ended December 31, 2002, 2001, and 2000,
are disclosed in footnote 26 to the financial statements contained herein.

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.

Year Ended December 31, 2001 Compared To Year Ended December 31, 2000.

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

Dividends

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

Review of Operations

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

Energy Portfolio

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

The operator of the block is PT Medco Energi Corporation TBK ("Medco") which has
been free carrying CityView throughout the current work program. After the end
of the free carry period, Medco and the Company will contribute on a pro-rata
basis in accordance with the respective 75% and 25% interests with the Company
continuing to receive 25% of any profits generated.

                                       26
<PAGE>



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 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 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 is presently re-mapping the
structure in order to determine the possible reservoir reserves based on the
data obtained from drilling the well and test results. The well has been
suspended in consideration of delineation well and the possibility of production
from the Sebaya well, at a later date, if the structure is determined to be of
commercial value.

                                       27
<PAGE>

The second, third and fourth zones did not flow. The second zone is within one
foot of the loss circulation zone. It is believed at this time that a wash out
of the formation occurred in this zone while heavy losses were being
encountered. The Operator is performing a structure analysis to try to determine
the reasons that these zones did not flow.

Madura Block - Madura Island, Indonesia: Karasan #1

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

Karasan #1 was spud in on 12 January 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 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 #1Medco originally advised that
Tembuku#-1 will 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 21 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 this
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 they anticipate to test 3 zones and
possibly a fourth with each test zone expected to take approximately ten days.
On 14 January 2003 DST 1 was perforated. No flow was established and an
injectivity test confirmed the perforating guns had misfired.

                                       28
<PAGE>

DST 1 was re-perforated on 17 January 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 they would be able 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 thus determined that this
zone would also require acid stimulation and that economics dictated that
re-testing should be performed be 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. Medco subsequently decided that the Telaga #1 would be drilled back
to back with Tambuku # 1. The target depth is programmed for 10,545 feet. The
finalising of land use rights, approvals and permits took place throughout 2002.
Telaga #1 was spud in on March 29, 2003.

B.       Indonesia - Simenggaris Block Onshore North-East Borneo

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

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

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

The Pidawan #1 well was spud in on 1 March 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.

                                       29
<PAGE>

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 17 July 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.

The Simenggaris block is programmed to drill a further two wells. These wells
are "Bangku Besar" and "Sesayap" #1.

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

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

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

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 30 June 2000. The next
program was under review by the Operating Shareholder, Unocal, throughout 2002,
and will commence after May 2004 due to a one-year moratorium granted by the
Philippine Government.

                                       30
<PAGE>

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

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

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

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

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

Under the terms of the agreements between CityView and Sands Solutions, CityView
could have elected to have all moneys repaid to it on 1 July 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 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. See Item 10C -
Material Contracts - Sands Solutions.

                                       31
<PAGE>

Global Network Technologies Pty Ltd

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

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

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

o        Panasonic Telephone systems and communication accessories;

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


CityView Corporation (UK) Ltd

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

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

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

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

Employee Share And Option Benefits

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

                                       32
<PAGE>

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

The Company is not currently 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 average official government released Indonesian inflation rates for the
seven years beginning 1996 were as follows:

                    1996    1997     1998    1999   2000   2001    2002
Inflation Rates %   6.47    11.05   77.63    2.01   9.35   9.00    9.70

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

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

Government Policies

The Company has 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.

                                       33
<PAGE>

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

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

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

B.       Liquidity And Capital Resources

Year Ended December 31, 2002 compared to Year Ended December 31, 2001
At December 31, 2002, the Company had working capital of AUD$1,438,705 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 comprise the
issue of ordinary shares in the Company by private placements.

                                       34
<PAGE>

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

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

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

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

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

C.       Research And Development, Patents And Licences

Not applicable

D.       Trend Information

Not applicable

ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.       Directors And Senior Management

Name                                Age              Position
Directors
Yusufali M Jumabhoy                 65               Chairman
A I Saddique                        60               Chief Executive
Goh Yong Kheng                      57               Director
Ee Beng Yew                         49               Director
Md Nazri Ramli                      47               Director
Thinagaran                          40               Director
John F Arbouw                       58               Director/Company Secretary

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:

                                       35
<PAGE>


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

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

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

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.

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

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

Mr. Nazri was appointed as the General Manager of Business Development for Crest
Petroleum Berhad in 1993 and later as General Manager of PT Petronusa
Bhumibakti, the partner with Crest in the Selat Panjang concession in Central
Sumatera. Currently he is the General Manager of Business Development for MMC
Engineering Group Berhad, a 75% subsidiary of Malaysia Mining Corporation
Berhad.

Prior to his current appointment, Mr. Nazri was a freelance business
development consultant in the exploitation of natural resources since 1997. Part
of the assignment involved the assessment of oil and gas concessions in Asia and
Africa. Mr. Nazri has authored and delivered papers on topics covering
hydrocarbon exploration in SEA

                                       36
<PAGE>

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

Messrs Saddique, Goh, Thinagaran and Ee are associated with CityView's largest
individual shareholder Midwestern Oil Pte Ltd (formerly Falcon 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 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.

The following persons previously served as Directors during part of 2002:

Peter Mark Smyth
Mr Smyth was a director of CityView throughout the year until his resignation on
31 May 2002.

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

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

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

B.       Compensation

Remuneration of Directors

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

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

                                       37
<PAGE>

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


<S>                                                      <C>               <C>            <C>
  Name                                                   Base fee          Other fees     Incentives
                                                         $                 $              (Options)
  Y M Jumabhoy                                           Nil               75,703         200,000
  A I Saddique                                           Nil               Nil            Nil
  Y K Goh                                                Nil               Nil            Nil
  B Y Ee                                                 Nil               Nil            Nil
  Md N Ramli                                             Nil               Nil            Nil
  Thinagaran                                             Nil               Nil            Nil
  J F Arbouw                                             Nil               Nil            Nil
  P M Smyth (resigned May 31,2002)                       Nil               128,777        900,000
  W M Shotton - Resigned April 11, 2002                                    54,524         Nil
  D M Saunders - Resigned April 11, 2002                 Nil               Nil            Nil
</TABLE>

 See also Item 7B hereinafter.

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

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

C.       Board Practices

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

D.       Employees
At December 31, 2002 the Company had 1 full time employees at its principal
place of business in Australia. Much of the Company's work is undertaken by
consultants on a per diem basis.

E.       Share Ownership
See Item 7A Major shareholders

Employee Share Plan

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

                                       38
<PAGE>

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

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

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, 2003. Each person has sole voting and
investment power with respect to the shareholdings shown and all ownership is of
record and beneficial.

                                       39
<PAGE>
<TABLE>
<CAPTION>

<S>                               <C>
Directors/Officers
Name                              Number of Shares                                                               Options
----                              ----------------                                                               -------

Y M Jumabhoy                      Nil                                                                            200,000 which
Chairman                                                                                                         expired on 24 June
63 Robinson Rd                                                                                                   2002
Afro Asia
Building #03-16
Singapore

A I Saddique                      Mr Saddique is a director and  shareholder of Midwestern  Oil Pte Ltd (formerly  known as Falcon
Chief Executive                   Oil Pte Ltd), which owns 14,760,517  fully paid ordinary shares in CityView.  13,000,000
63 Robinson Rd                    options werealso issued to  Midwestern  Oil at an  exercise  price of 40 cents  and  convertible
Afro Asia                         into fully paid ordinary shares in the capital of CityView.  The options were not exercised and
Building #03-16                   expired on 24 June2002.  Mr Saddique is also a director  and  shareholder of Thomas Omar Pte Ltd,
Singapore                         which owns 500,000 fully paid ordinary shares in CityView.

Y K Goh                           Mr Goh is a shareholder  of Midwestern  Oil Pte Ltd  (formerly known as Falcon Oil Pte Ltd), which
Director                          owns14,760,517  fully paid  ordinary  shares in  CityView. 13,000,000 options  were also issued to
63 Robinson Rd                    Midwestern Oil at an exercise price of 40cents and  convertible into fully paid ordinary shares in
Afro Asia                         the capital of CityView.  The options were not exercised and expired on 24 June 2002.
Building #03-16
Singapore

Thinagaran                        Nil                                                                            Nil
Director
63 Robinson Rd
Afro Asia
Building #03-16
Singapore

B Y Ee                            Mr Ee is a shareholder of Midwestern Oil Pte Ltd (formerly known as Falcon Oil Pte Ltd) which owns
Director                          14,760,517  fully  paid  ordinary  shares  in  CityView.  13,000,000 options  were  also issued to
63 Robinson Rd                    Midwestern Oil at an exercise price of 40cents and  convertible into fully paid ordinary shares in
Afro Asia                         the capital of CityView.  The options were not exercised and expired on 24 June 2002.
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
</TABLE>

                                       40

<PAGE>
<TABLE>
<CAPTION>

Major Shareholders
<S>                                                       <C>                         <C>
Name                                                     Number of Shares            Percent of Class

US Control Account
C/- Computershare Trust Company Inc                        23,711,915                  33.80%

*Midwestern Oil Pte Ltd
63 Robinson Rd
Afro Asia Building #3-16
Singapore                                                  14,760,517                  21.04%

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

</TABLE>

*See Item 8B (b) regarding issue to Falcon Oil Pte Ltd (now know as Midwestern
Oil Pte Ltd) of 13,000,000 securities. Falcon Oil Pte Ltd (now known as
Midwestern Oil Pte Ltd) is a Singaporean energy company which is a co-venturer
with CityView in the Madura and Simenggaris Blocks. Falcon's shareholders have
interests in substantial oil and gas producing fields in Central Asia and also
interests in water treatment and oil technology businesses.

**Includes an additional 6,624,790 Ordinary Shares issued on July 11, 2000
subject to an irrevocable contractual agreement made to Malaysia Mining
Corporation Berhad ("MMC") for consideration received. MMC is one of the largest
Malaysian companies listed on the Kuala Lunpur Stock Exchange and is part of the
Pemodalan Nasional Berhad Group ("PNB"). PNB is a wholly owned subsidiary of
Yayasan Pelaburan Bumiputra ("YPB"), the investment foundation of Malaysia. PNB
owns investments and assets valued at more that US $15 billion and owns majority
interests in approximately 170 companies.

Based on 70,161,616 shares outstanding as of March 31, 2003.

B.       Related Party Transactions

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

Mr P M Smyth is a director and shareholder of Romarcam Investments Pty Ltd. The
Company entered into a contract with Romarcam Investments Pty Ltd dated 3
December 2001 for the provision of management services. Fees paid during the
financial year ended 31 December 2002 at normal commercial rates were
AUD$128,777 compared to AUD$253,523 in the previous year.

Mr P J A Remta was an employee and members of his family are shareholders of
Westchester Pty Ltd which provided consultancy and corporate management services
to the Company during 2001 under a consultancy agreement dated 1 February 2001.
Fees paid during the financial year ended December 31, 2001 at normal commercial
rates were AUD$91,135.

                                       41
<PAGE>

Mr L R M Friday is a director and shareholder of Lifestyle Nominees Pty Ltd
which provided consultancy services to the Company. Fees paid during the
financial year ended December 31, 2001 were AUD$20,785.

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

Mr Y M Jumabhoy is the proprietor of YMJ Consultancy. The Company entered into a
contract with YMJ Consultancy dated 1 June 2002 for the provision of services
and overseeing the Company's general operations in South East Asia 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.

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

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

B.       Significant changes

There have been no significant changes since date of last annual financial
statements. However, the following significant changes occurred during 2002:

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

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

                                       42
<PAGE>

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

(b) On 14 January 2002 the Company issued 400,000 ordinary fully paid shares to
private investors in the United Kingdom. The shares were issued at a price of
AUD$0.20 with each purchaser being entitled to one unlisted option per share
convertible into one ordinary fully paid share at an exercise price of AUD$0.40
each and exercisable by June 24, 2002 The options were never exercised.

On 28 February 2002 the Company issued 13 million ordinary fully paid shares to
Falcon Oil Pte Ltd ("Falcon") a Singaporean energy company which is co-venturer
with CityView in the Madura and Simenggaris blocks. The shares were issued at a
price of AUD$0.24 with each purchaser being entitled to one unlisted option per
share convertible into one ordinary fully paid share at an exercise price of
AUD$0.40 each and exercisable by June 24, 2002. These options have expired.
Falcon Oil changed its name to Midwestern Oil Pte Ltd on 21 May 2002.

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

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

(d) On 22 March 2002 the Company appointed Mr Goh Yong Kheng and Mr Thinagaran
as directors of the Company and on 4 April 2002 appointed Mr Ee as a director of
the Company. On 11 April 2002 Messrs Shotton and Saunders resigned as directors
of the Company and Mr Shotton organised a management buy-out of the Company's
former subsidiary CityView Corporation (UK) Ltd. Mr Goh was appointed Chief
Executive of the Company on 10 April 2002 until 31 May 2002 when Mr Saddique was
appointed Chief Executive.

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

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

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

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

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

                                       43
<PAGE>

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

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

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

ITEM 9.  THE OFFER AND LISTING

Not applicable

ITEM 10. ADDITIONAL INFORMATION

A.       Share Capital

Not applicable

B.       Memorandum and Articles of Association

This information has been previously provided.

C.       Material Contracts

No material contracts were entered into during the past 2 years that were
outside the ordinary course of business.

The following contracts, deemed relevant, were entered into during the ordinary
course of business during the periods indicated.

Petroleum Permit Block SC41 - Offshore Western Philippines
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'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 30 June 2000. The next
program was under review by the Operating Shareholder, Unocal, throughout 2002,
and will commence in 2003 due to a one-year moratorium granted by the Philippine
Government.

                                       44
<PAGE>

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

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

2001 20F On 30 June 1999 CityView's wholly owned subsidiary, CityView Asia Pty
Ltd, executed an agreement with Malaysia Mining Corporation Berhad ("MMC") for
the transfer of the Company's 49% interest in MMC Exploration & Production
(Philippines) Pte Ltd ("MMCEPPL") in full or partial satisfaction of the
Company's then outstanding debt to MMC and to discharge the Deed of Charge of 4
February 1998. At the general meeting of the Company's shareholders on 30
December 1999, the shareholders approved the sale and the Deed of Charge was
discharged on 24 January 2000.

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

Indonesia - Madura And Simenggaris

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

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.
This agreement replaced an agreement of 8 January 2002 between CityView Asia,
ASAB Oil and Black Sea Oil Inc as European Oil has taken over Black Sea's
interest in the venture.

Through a former director, negotiations to sell CityView's shareholding to
European Oil plc have continued throughout the year unsuccessfully and
indications are that a settlement appears remote. The current Board of Directors
has determined that provision be made for its interest in ASAB Oil Limited.

                                       45
<PAGE>

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

On 26 February 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
could have elected to have all moneys repaid to it on 1 July 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.

Status
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 crystallised their floating charge over all of
Sands' assets and undertaking.

On 25 November 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 is still in the process of realising the assets and
undertaking of Sands Solutions and we will know in due course as to how much 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 also instructed Grant Thornton to carry
out a review of Sands Solution's financial accounts and to scrutinise all
significant transactions of Sands Solutions for the last 3 years and to advise
if the same were in order. In the event that the said review reveals any
discrepancies in the financial accounts or in any significant transaction, the
Board has resolved to put the results of the review in the hands of their
solicitors and obtain their 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, whether against Sands Solutions or any other person, to
recover any loss that it should suffer in this matter.

Annual General Meeting held May 30, 2003 - Chairman's Update advised that some
progress had been made but it was unlikely that the full amount would be
recovered. There is still some outstanding matters and negotiations over some of
the assets.

                                       46
<PAGE>

The Chairman stated that individual shareholders may be concerned by the events
that culminated in shareholder funds being provided to a company in which one of
CityView's former Directors had an interest notwithstanding that his interest
was disclosed to CityView's former Board of Directors.

The current Board inherited this situation and intends to pursue all legal
channels to seek redress. In this respect it has appointed Allens Arthur
Robinson, a leading Australian law firm, to act on behalf of CityView. Allens
Artur Robinson has been instructed to review all the circumstances leading up
and subsequent to the making of the loans to Sands Solutions and to advise if
there has been any impropriety, breach of duty or wrongdoings by any person or
party whether within CityView or Sands Solutions.

 See also 3D Risk Factors "Recoverability of Loans...to other Companies", Item 4
B2B E-Commerce Investment, Item 5 Technology and Item 10C Material Contracts -
Sands Solutions.

Primeorder AG

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

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

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

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

D.       Exchange Controls

Exchange controls and other limitations affecting security holders

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

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

                                       47
<PAGE>

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.

                                       48
<PAGE>

Passive Foreign Investment Company Status

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

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

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

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

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

                                       49
<PAGE>

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

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

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

Taxation of Dividends

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

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

                                       50
<PAGE>

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

Estate And Gift Tax

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

F.       Dividends And Paying Agents

Not applicable

G.       Statement By Experts

Not applicable

H.       Documents On Display

Persons  having  a right  of  inspection  of the  Company's  records  under  the
Australian  Corporations and securities  legislation can inspect such records by
contacting  the  Company's  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

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

                                       51
<PAGE>

B.       Warrants And Rights

Not applicable

C.       Other Securities

Not applicable

D.       American Depositary Shares

Not applicable

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable

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

Not applicable

E.       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). Based on their 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.

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.

                                       52
<PAGE>

ITEM 16A.         Audit Committee Financial Expert

CODE OF BUSINESS CONDUCT AND ETHICS
The Board of Directors of CityView Corporation Limited (`the Company") resolved
on June 14 2000 to formulate the terms of reference (Charter) of the Board of
Audit committee ("the Committee").

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

Audit Committee Charter
Objectives:

The Audit Committee is appointed by the Board to assist the Board in monitoring:
o The integrity of the financial statements of the Company; o the compliance by
the Company with legal and regulatory requirements; and o the independence and
performance of the Company's internal and external auditors.

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

The Audit Committee has 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, 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.

                                       53
<PAGE>

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
19.      Obtain  reports from  management,  the Company's  senior  internal
         auditing  executive and the  independent  auditor that the
         Company's subsidiary/foreign affiliated entities are in conformity with
         applicable legal requirements and the Company's Code of Conduct/Ethics,
         including disclosures of insider and affiliated party transactions.
20.      Discuss with the independent auditor the matters required to be
         discussed in relating to the conduct of the audit.
21.      Review with the independent  auditor any problems or difficulties the
         auditor may have  encountered and any management  letter
         provided by the auditor and the Company's response to that letter.
         Such review should include:
         (a)    Any difficulties encountered in the course of the audit work,
                including any restrictions on the scope of activities or
                access to required information, and any disagreements with
                management.
         (b)    Any changes required in the planned scope of the internal audit.
         (c)    The internal audit department responsibilities, budget and
                staffing.

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

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

                                       54
<PAGE>


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 designates Yusufali M Jumabhoy as its "financial expert" on the
Audit Committee in that Mr Jumabhoy fulfils some but not all of the criteria set
out in Section 407. Mr Jumabhoy is a lawyer and barrister who has had extensive
experience as commercial lawyer. It is through this experience that he has an
understanding of internal controls and procedures for financial reporting and an
understanding of audit committee functions. As well, Mr Jumabhoy 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.

                                       55
<PAGE>

ITEM 16B.         Code of Ethics

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

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

                                       56
<PAGE>

PART IV

ITEM 17. FINANCIAL STATEMENTS


                          CITYVIEW CORPORATION LIMITED
                                ACN 009 235 634

                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2002


                                                                 Page Number


Auditor's Report                                                     F-2

Statement of Financial Performance                                   F-3

Statement of Financial Position as at 31 December 2002               F-4

Statement of Cash Flows                                              F-5

Notes to and forming part of the Financial Statements               F-6-F-24



<PAGE>

                          INDEPENDENT AUDITORS' REPORT


Board of Directors and Shareholders
CityView Corporation Limited

        We have audited the accompanying consolidated statement of financial
position of CityView Corporation Limited as of December 31, 2002 and 2001 and
the related consolidated statements of financial performance, and cash flows for
the years ended December 31, 2002, 2001, and 2000. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

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

         In our opinion, the financial statements referred to above present
fairly, the consolidated financial position of CityView Corporation Limited as
of December 31, 2002 and 2001 and the consolidated results of its financial
performance and its cash flows for the years ended December 31, 2002, 2001 and
2000 in conformity with Australian generally accepted accounting principles.


                                                 /s/Sherb and Co., LLP
                                                    Sherb and Co., LLP
                                                  Certified Public Accountants

New York, New York
June 3, 2003


                                       F-2

<PAGE>

                          CITYVIEW CORPORATION LIMITED

                       STATEMENT OF FINANCIAL PERFORMANCE
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2002

<TABLE>
<CAPTION>

                                                                  Consolidated Entity                         Parent Entity
                                                         31-Dec-02        31-Dec-01    31-Dec-00        31-Dec-02      31-Dec-01
                                              NOTE          AUD$             AUD$         AUD$             AUD$            AUD$

<S>                                                        <C>             <C>             <C>           <C>              <C>
Revenues from ordinary activities                2         595,007         229,087       207,368         595,007          229,087

Employee wages and benefits expense                       (150,088)       (185,558)     (118,123)       (150,088)        (185,558)

Depreciation and amortization expense                       (7,050)         (5,226)       (2,184)         (7,050)          (5,226)

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

Provision for doubtful debts                            (3,000,000)              -             -      (8,384,170)               -
Provision for write-down of investments                 (5,384,170)              -             -               -                -

Investment loss                                           (408,811)              -             -        (257,235)               -

Other expenses from ordinary activities                   (948,328)     (3,653,952)   (5,017,182)       (948,328)      (3,805,528)
                                                      --------------------------------------------   -------------------------------
Profit(loss) from ordinary activities before
income tax expense                               3      (9,303,440)     (4,165,287)   (5,537,576)     (9,151,864)      (4,316,863)
                                                      --------------------------------------------   -------------------------------

Profit(loss) from ordinary activities after
related Income tax expense                              (9,303,440)     (4,165,287)   (5,537,576)     (9,151,864)      (4,316,863)

Net profit(loss) attributable to members of the
parent entity                                           (9,303,440)     (4,165,287)   (5,537,576)     (9,151,864)      (4,316,863)
                                                      --------------------------------------------   -------------------------------

Basic earnings(loss) per share (cents per share) 17         (13.67)          (8.07)        (0.13)

</TABLE>




         The accompanying notes form part of these financial statements.
                                       F-3

<PAGE>

                          CITYVIEW CORPORATION LIMITED
                         STATEMENT OF FINANCIAL POSITION
                                31 DECEMBER 2002
<TABLE>
<CAPTION>

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

CURRENT ASSETS
<S>                                                      <C>          <C>               <C>              <C>                <C>
Cash                                                     8            1,499,508         101,883          1,499,500          56,425
Receivables                                              9               23,612         173,487             23,612          17,836
                                                               ---------------------------------   --------------------------------
TOTAL CURRENT ASSETS                                                  1,523,120         275,370          1,523,112          74,261
                                                               ---------------------------------   --------------------------------

NON CURRENT ASSETS
Receivables                                             10            7,952,187      10,952,187          7,952,187      15,572,187
Investments                                             11                    -               -                 10              16
Property, plant and equipment                           12                7,907          10,177              7,907          10,177
Acquisition, exploration and development                13                    2       4,620,002                  -               -
                                                               ---------------------------------   --------------------------------
TOTAL NON CURRENT ASSETS                                              7,960,096      15,582,366          7,960,104      15,582,380
                                                               ---------------------------------   --------------------------------
TOTAL ASSETS                                                          9,483,216      15,857,736          9,483,216      15,656,641
                                                               ---------------------------------   --------------------------------

CURRENT LIABILITIES
Accounts payables                                       14               84,415         108,355             84,415          58,836
                                                               ---------------------------------   --------------------------------
TOTAL CURRENT LIABILITIES                                                84,415         108,355             84,415          58,836
                                                               ---------------------------------   --------------------------------

NON CURRENT LIABILITIES
Provisions                                              15               12,860               -             12,860               -
                                                               ---------------------------------   --------------------------------
TOTAL NON CURRENT LIABILITIES                                            12,860               -             12,860               -
                                                               ---------------------------------   --------------------------------
TOTAL LIABILITIES                                                        97,275         108,355             97,275          58,836
                                                               ---------------------------------   --------------------------------
NET ASSETS/(LIABILITIES)                                              9,385,941      15,749,381          9,385,941      15,597,805
                                                               =================================   ================================

SHAREHOLDERS' EQUITY
Contributed capital                                    16(a)         67,791,446      64,851,446         57,235,996      54,295,996
Accumulated losses                                     16(e)        (58,405,505)    (49,102,065)       (47,850,055)    (38,698,191)
                                                               ---------------------------------   --------------------------------
Shareholders' equity attributable to the
members of the parent entity                                          9,385,941      15,749,381          9,385,941      15,597,805
                                                               ---------------------------------   --------------------------------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                                  9,385,941      15,749,381          9,385,941      15,597,805
                                                               =================================   ================================

</TABLE>



         The accompanying notes form part of these financial statements.
                                       F-4



<PAGE>

                          CITYVIEW CORPORATION LIMITED

                             STATEMENT OF CASH FLOWS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2002

<TABLE>
<CAPTION>

                                                                    Consolidated Entity                       Parent Entity
                                                            31-Dec-02       31-Dec-01   31-Dec-00       31-Dec-02      31-Dec-01
                                                   NOTE       AUD$            AUD$         AUD$            AUD$          AUD$

Cash Flows From Operating Activities
<S>                                                           <C>            <C>          <C>            <C>    <C>
Interest received                                             260,117        211,251      139,119         260,117       211,251
Interest and other costs of finance paid                            -       (549,638)    (607,455)              -      (549,638)
Payments to suppliers and employees                        (1,373,789)    (3,540,452)  (2,386,099)     (1,071,112)   (3,181,553)
                                                          -----------------------------------------  -------------------------------
Net cash provided(used) by operating activities    20(c)   (1,113,672)    (3,878,839)  (2,854,435)       (810,995)   (3,519,940)
                                                          -----------------------------------------  -------------------------------

Cash flows from investing activities
Sale of shares in listed corporations                         335,467              -            -         335,467             -
Loan to Sands Solutions Group Pty Ltd ("Sands
Solutions")                                                         -       (500,000)  (2,500,000)              -      (500,000)
Payment for the development of oil fields                           -              -     (949,647)              -             -
Payment for investment in listed corporation                        -       (163,911)    (550,500)              -      (163,911)
Payment for the acquisition, exploration,
  evaluation and development of oil fields                   (764,170)      (155,651)           -               -             -
Advance to controlled entities                                      -              -            -      (1,021,397)     (560,000)
                                                          -----------------------------------------  -------------------------------
Net cash provided(used) by investing activities              (428,703)      (819,562)  (4,000,147)       (685,930)   (1,223,911)
                                                          -----------------------------------------  -------------------------------

Cash from financing activities
Proceeds from the issue of shares                           2,940,000      3,977,725    7,679,977       2,940,000     3,977,725
                                                          -----------------------------------------  -------------------------------
Net cash provided(used) by financing activities             2,940,000      3,977,725    7,679,977       2,940,000     3,977,725
                                                          -----------------------------------------  -------------------------------

Net increase(decrease) in cash                              1,397,625       (720,676)     825,395       1,443,075      (766,126)
Cash at the beginning of the financial year                   101,883        822,559       11,679          56,425       822,551
Adjustment re cash held in entities disposed                        -              -      (14,515)              -             -
                                                          -----------------------------------------  -------------------------------
Cash at the end of the financial year              20(a)    1,499,508        101,883      822,559       1,499,500        56,425
                                                          -----------------------------------------  -------------------------------

</TABLE>




         The accompanying notes form part of these financial statements.
                                       F-5

<PAGE>

                          CITYVIEW CORPORATION LIMITED

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2002

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:

     Principles of Consolidation

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

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

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

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

     (b) Taxation

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

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

     (c) Foreign Currency

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

                                      F-6
<PAGE>


                          CITYVIEW CORPORATION LIMITED

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2002

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

     (e) Equipment

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

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

                                       F-7
<PAGE>

                          CITYVIEW CORPORATION LIMITED

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2002

     Statement of Significant Accounting Policies (cont)

     (k) Employee Entitlements

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

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

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

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

                                                                    Consolidated Entity                    Parent Entity
                                                                 31-Dec-02        31-Dec-01          31-Dec-02        31-Dec-01
                                                              ---------------------------------   ----------------------------------
<S>                                                                  <C>              <C>                <C>              <C>
      Number of employees at year end                                1                2                  1                2

</TABLE>

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

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

     (m) Revenue

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

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

     (n) Comparative Figures

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

                                       F-8
<PAGE>

                          CITYVIEW CORPORATION LIMITED

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2002

<TABLE>
<CAPTION>

                                                                       Consolidated Entity                     Parent Entity
                                                             31-Dec-02        31-Dec-01    31-Dec-00      31-Dec-02       31-Dec-01
                                                                 A$               A$           A$            A$               A$
2.  Revenue

Revenue - Investing activities
<S>                                                           <C>                   <C>            <C>     <C>                  <C>
Proceeds from the sale of shares in listed corporations       335,467               -              -       335,467               -

Revenue - Operating activities

Sales                                                               -               -              -             -               -
Interest received on loan to Sands Solutions                  192,166         216,522         63,095       192,166         216,522
Interest received - other parties                              67,374          12,565         76,024        67,374          12,565
Foreign exchange gain                                               -               -         68,249             -               -
                                                        ----------------------------------------------  ----------------------------
Total Revenue                                                 595,007         229,087        207,368       595,007         229,087
                                                        ----------------------------------------------  ----------------------------
3.  Loss from ordinary activities

Loss from ordinary activities before income tax has
been determined after:
Expenses
General and administrative expenses                           713,428         870,930      1,728,903       713,428         834,336
Depreciation                                                    7,050           5,226          2,184         7,050           5,226
Provision for doubtful debts                                        -               -        854,850             -               -
Interest expense                                                    -               -         59,570             -               -
Marketing services                                             33,487       1,579,107      1,499,430        33,487       1,579,107
Corporate public relations                                          -         229,864        818,007             -         229,864
Financial and brokerage services                                    -         319,774         86,000             -         319,774
Consultants services                                          351,501         675,063        696,000       351,501         303,233
Investment Loss                                               408,811         714,410              -       257,234         714,410
Provision for diminution of investment                      3,000,000               -              -     8,384,170         560,000
Provision for write-down of investments                     5,384,170               -              -             -               -
                                                        ----------------------------------------------  ----------------------------
Total expenses                                              9,898,447       4,394,374      5,744,944     9,746,871      (4,545,950)
                                                        ----------------------------------------------  ----------------------------
Net Income (Loss)                                          (9,303,440)     (4,165,287)    (5,537,576)   (9,151,864)     (4,316,863)
                                                        ============================================================================

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            (9,303,440)     (4,165,287)    (5,537,576)   (9,151,863)     (4,316,863)
                                                        ----------------------------------------------  ----------------------------
Income tax expense/(benefit) calculated at 30% of
loss from ordinary activities before income tax for
year ended 31 December 2002, 2001 and 2000                 (2,791,032)     (1,249,586)    (1,882,775)   (2,745,559)     (1,295,059)

Permanent differences                                          68,794         974,333              -        23,321       1,028,492

Timing differences and tax losses not brought to
account as future income tax benefits                       2,520,648         275,253      1,882,775     2,520,648         266,567

Current Year Tax loss not recognised                          201,590               -              -       201,590               -
                                                        ----------------------------------------------  ----------------------------
Income tax expense                                                  -               -              -             -               -
                                                        ----------------------------------------------  ----------------------------
    (b) Future income tax benefits not brought to
        account as assets                                   7,226,922       7,025,331     14,211,080     7,226,922       7,025,331
                                                        ----------------------------------------------  ----------------------------
                                                            7,226,922       7,025,331     14,211,080     7,226,922       7,025,331
                                                        ----------------------------------------------  ----------------------------
</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.

                                       F-9
<PAGE>

                          CITYVIEW CORPORATION LIMITED

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2002

5.       Directors' Remuneration

The directors of the Company who held office during the Financial year ended 31
December 2002 were:

        Y M Jumabhoy
        P M Smyth (resigned 31 May 2002)
        W M Shotton (resigned 11 April 2002)
        D M Saunders (resigned 11 April 2002)
        A I Saddique (appointed 31 May 2002)
        R M Goh (appointed 22 March 2002)
        Thinagaran (appointed 22 March 2002)
        B Y Ee (appointed 4 April 2002)
        Md N Ramli (appointed 31 May 2002)
        J F Arbouw (appointed 31 May 2002)

<TABLE>
<CAPTION>
<S>                                             <C>             <C>           <C>            <C>             <C>          <C>
                                                           Consolidated Entity                               Parent Entity
                                                31-Dec-02       31-Dec 01    31-Dec-00       31-Dec-02       31-Dec-01    31-Dec-00
                                                     A$              A$         A$               A$              A$          A$
The aggregate of income paid or payable,
or otherwise made available, in respect
of the financial year, to all directors
of the Company, directly or indirectly,
by the Company or by any related party.                                                       259,004          564,023      284,915
                                                                                            ----------------------------------------

The aggregate of income paid or payable,
or otherwise made available, in respect
of the financial year, to all directors
of each entity in the consolidated
entity, directly or indirectly, by the
entities in which they are directors or
by any related party.                            259,004        564,023       284,915
                                             ------------------------------------------

The number of directors of the Company
whose total income falls within each
successive $10,000 band of income:

                                           Consolidated Entity                     Parent Entity
                               31-Dec-02       31-Dec 01    31-Dec-00       31-Dec-02       31-Dec-01     31-Dec-00
                                Number           Number       Number         Number          Number        Number
Nil                                7               1           -               7               1             -
$20,000  -  $ 29,999               -               1           -               -               1             -
$30,000  -  $ 39,999               -               1           -               -               1             -
$50,000  -  $ 59,999               1               -           1               1               -             1
$70,000  -  $ 79,999               1               -           -               1               -             -
$100,000 -  $109,999               -               1           -               -               1             -
$120,000 -  $129,999               1               1           -               1               1             -
$250,000 -  $259,999               -               1           -               -               1             -

</TABLE>

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

                                      F-10
<PAGE>

                          CITYVIEW CORPORATION LIMITED

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2002

6.       Employee Share Plan

There are no shares or options outstanding at 31 December 2002 under the
Employee Share Plan.
<TABLE>
<CAPTION>



                                                                     Consolidated Entity                    Parent Entity
                                                                  31-Dec-02        31-Dec-01          31-Dec-02       31-Dec-01
                                                                      $                $                  $               $
7.       Remuneration of Auditors

Amounts  received,  or due and  receivable  from the
Company and any related organisation for:
<S>                                                                     <C>              <C>                <C>             <C>
Auditing the financial statements                                       88,019           65,000             88,019          50,000
Other services                                                          17,540           15,000             17,540          15,000
                                                                                                   --------------------------------
                                                               ---------------------------------
                                                                       105,559           80,000            105,559          65,000
                                                               ---------------------------------   --------------------------------
8.    Cash
Cash on hand                                                               500              500                500             500
Cash at bank                                                         1,499,008          101,383          1,499,000          55,925
                                                               ---------------------------------   --------------------------------
                                                                     1,499,508          101,883          1,499,500          56,425
                                                               ---------------------------------   --------------------------------
9.    Current Receivables
Other debtors                                                           17,260          173,487             17,260          17,836
Deposits                                                                 6,352                -              6,352               -
                                                               ---------------------------------   --------------------------------
                                                                        23,612          173,487             23,612          17,836
                                                               ---------------------------------   --------------------------------

10.   Non Current Receivables
Loans to controlled entities                                                 -                -          5,384,170       5,180,000
Provision for investment write down - at cost                                -                -         (5,384,170)       (560,000)
Loan to Sands Solutions                                              3,000,000        3,000,000          3,000,000       3,000,000
Provision for doubtful debt                                         (3,000,000)               -         (3,000,000)              -
Loans to Medco Madura Pty Ltd and
Medco Simenggaris Pty Ltd                                            7,952,187        7,952,187          7,952,187       7,952,187
                                                               ---------------------------------   --------------------------------
                                                                     7,952,187       10,952,187          7,952,187      15,572,187
                                                               ---------------------------------   --------------------------------
</TABLE>

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

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

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

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

Sands Solutions Group Pty Ltd       $3,000,000.00

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

                                      F-11
<PAGE>

                          CITYVIEW CORPORATION LIMITED

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2002

<TABLE>
<CAPTION>

                                                                        Consolidated Entity                    Parent Entity
                                                                     31-Dec-02        31-Dec-01          31-Dec-02       31-Dec-01
                                                                         $                $                  $               $
11.      Non-Current Investments
         In controlled entities - at cost
<S>                                                                          <C>             <C>
CityView Asia Pty Ltd                                                        -                -                 10              10
CityView Corporation (UK) Ltd                                                -                -                  -               6
                                                               ---------------------------------   --------------------------------
Total Non-Current Investments                                                -                -                 10              16
                                                               ---------------------------------   --------------------------------

12.   Equipment
Equipment at cost                                                       22,367           17,586             22,367          17,586
Less accumulated depreciation                                          (14,460)          (7,409)           (14,460)         (7,409)
                                                               ---------------------------------   --------------------------------
                                                                         7,907           10,177              7,907          10,177
                                                               ---------------------------------   --------------------------------

Balance at the beginning of year                                        10,177            9,723             10,177           9,723
Additions                                                                4,780            5,680              4,780           5,680
Depreciation expense                                                    (7,050)          (5,226)            (7,050)         (5,226)
                                                               ---------------------------------   --------------------------------
Carrying amount at year end                                              7,907           10,177              7,907          10,177
                                                               ---------------------------------   --------------------------------

13.   Acquisition, Exploration and Development
Acquisition costs and exploration and development
expenditure carried forward in respect of areas of
interest - at cost                                                   5,384,172        4,620,002                  -               -
Provision for write-down of investments                             (5,384,170)               -                  -               -
                                                               ---------------------------------   --------------------------------
                                                                             2        4,620,002                  -               -
                                                               ---------------------------------   --------------------------------

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

14.      Current Payables

Unsecured:
Trade creditors                                                         13,697           48,250             13,697          48,250
Accrued expenses                                                        70,718           60,105             70,718          10,586
                                                               ---------------------------------   --------------------------------
                                                                        84,415          108,355             84,415          58,836
                                                               ---------------------------------   --------------------------------

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


                          CITYVIEW CORPORATION LIMITED

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2002

16.   Equity

(a)      Contributed equity

         During the year ended 31 December 2002 the Company issued the shares
         listed below.  Shareholders approved all placements.
<TABLE>
<CAPTION>


                                       Issue price for         Number of           Share
       Date      Nature of Issue          each share             shares           capital
      -----     -----------------      ----------------        ----------        ---------
     <S>         <C>                        <C>                  <C>                <C>
     14 01 02    Share placement            0.20                 400,000            80,000
     28 02 02    Share placement            0.22              13,000,000         2,860,000
                                                              ----------         ---------
                                                              13,400,000         2,940,000
Ordinary fully paid shares at 31 December 2001                56,761,616        54,295,996
                                                              ----------         ----------
Ordinary fully paid shares at 31 December 2002                70,161,616        57,235,996

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

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

(b)      Options:
         As at 31 December 2002 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 2002 and the year ended 31 December 2001.

(e)          Accumulated losses
                                                                   Consolidated Entity              Parent Entity

                                                                 31-Dec-02        31-Dec-01         31-Dec-02       31-Dec-01
                                                                      $                $                 $               $

Accumulated losses at the beginning of the financial year       49,102,065      44,936,778         38,698,191     34,381,328
Net loss attributable to the members of the parent entity        9,303,440       4,165,287          9,151,864      4,316,863
                                                                --------------------------------- ---------------------------------
Accumulated losses at the end of this financial year            58,405,505      49,102,065         47,850,055     38,698,191
                                                                --------------------------------- ---------------------------------
</TABLE>
                                      F-13
<PAGE>


                          CITYVIEW CORPORATION LIMITED

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2002


<TABLE>
<CAPTION>

17.  Earnings per share                                                    31-Dec-02      31-Dec-01     31-Dec-00

<S>                                                                         <C>           <C>             <C>
Basic earnings(loss) per share (cents per share)                           (.14c)        (.08c)         (.13c)

The weighted average number of ordinary shares on
issue used in the calculation of basic earnings per share                 68,044,904     51,579,570     41,999,364

Diluted earnings per share are not disclosed, as they are
not materially different from basic earnings per share. Refer
to Note 22 for ordinary shares issued subsequent to year-end.
</TABLE>

18.  Financial Reporting by Segments

<TABLE>
<CAPTION>

(a)  Industry Segments
<S>                     <C>          <C>                                    <C>                               <C>
                                     Investments                             Exploration                      Consolidated
                        31 Dec 02    31 Dec 01   31 Dec 00   31 Dec 02    31 Dec 01    31 Dec 00   31 Dec 02   31 Dec 01   31 Dec 00
                            A$           A$           A$         A$           A$           A$          A$          A$         A$
Revenue outside the
consolidated entity      595,007      211,251     139,119           -            -            -     595,007     211,251     139,119
                     -------------------------------------  -----------------------------------  -----------------------------------
Segment profit(loss)
after income tax      (9,303,440)  (4,392,369)   (604,656)          -      227,082   (4,932,920) (9,303,440) (4,165,287) (5,537,576)
                     -------------------------------------  -----------------------------------  -----------------------------------
Segment assets            31,519    3,285,547   3,882,782   9,451,697   12,572,189   12,345,107   9,483,216  15,857,736  16,227,889

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

(b)   Geographical Segments
                                         Indonesia                                         Australia
                             31 Dec 02     31 Dec 01        31 Dec 00         31 Dec 02        31 Dec 01       31 Dec 00
                                A$             A$              A$                A$               A$              A$
Revenue Outside the
consolidated entity                    -           -                  -          595,007          211,251        139,119

Segment operating profit
and (loss) after tax                   -     227,082         (4,932,920)      (9,151,864)      (3,983,945)      (604,656)
                           -------------- ------------- ------------------ ---------------- ---------------- --------------
Segment Assets                 7,952,187  12,572,189         12,345,107        1,531,029        3,084,446      3,882,782


                                      United Kingdom                                     Consolidated
                             31 Dec 02     31 Dec 01        31 Dec 00         31 Dec 02        31 Dec 01       31 Dec 00
                                A$             A$              A$                A$               A$              A$
Revenue Outside the
consolidated entity                   -             -                 -          595,007          211,251        139,119

Segment operating profit
and (loss) after tax           (151,576)     (408,424)                -       (9,303,440)      (4,165,287)    (5,537,576)
                           -------------- ------------- ------------------ ---------------- ---------------- --------------
Segment Assets                        -       201,101                 -        9,483,216       15,857,736     16,227,889

</TABLE>


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

                                      F-14
<PAGE>


                          CITYVIEW CORPORATION LIMITED

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2002

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

                                                                    Type of
                                      Country of       Shares       Principal
                                     Incorporation      Held        Activity        Ownership Interest
                                   ----------------- ----------- -------------- ----------------------------
<S>                                                                                  <C>           <C>
Parent entity                                                                        2002          2001
                                                                                     ----          ----
CityView Corporation Limited          Australia       Ordinary      Investment       100%          100%

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

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

On 8 April 2002 the Parent Entity sold 100% of the share capital of CityView
Corporation (UK) Ltd.

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

                                                                        Consolidated Entity                  Parent Entity

                                                           31-Dec-02        31-Dec-01     31-Dec-00      31-Dec-02       31-Dec 01
20.  Notes to Statement of Cash Flow                           A$               A$            A$            A$               A$

(a) Reconciliation of cash
Cash at the end of the financial year as shown in
the statement of cash flows is reconciled to the
related items in the balance sheet as follows:
Borrowings                                                           -             -             -               -             -
Cash                                                         1,499,508       101,883       822,559       1,499,500        56,425
                                                           ----------------------------------------   ------------------------------
                                                             1,499,508       101,883       822,559       1,499,500        56,425
                                                           ----------------------------------------   ------------------------------

(b) Business disposed of                                             -             -             -               -             -
During the year 100% of the Controlled Entity
CityView Corporation (UK) Ltd was disposed of

(c) Reconciliation of loss from ordinary activities
after tax to net cash provided by/(used by)
operating activities
Loss from ordinary activities                               (9,303,440)   (4,165,287)   (5,537,576)     (9,151,864)   (4,316,863)
Less non cash operating items:
Depreciation                                                     7,050         5,226         2,184           7,050         5,226
Interest expense                                                     -             -        59,570               -
Exchange (gain)/loss                                                 -             -       (68,249)              -
Issue of shares in lieu of payment to suppliers and
employees                                                            -       762,743     6,600,556               -     1,067,425
Write-downs to recoverable amount of investment              5,043,923       701,300             -         681,156       701,300

Change in assets and liabilities net of the effect
of purchase and disposal of controlled entities:
(Increase)/decrease in receivables                           3,149,875      (920,025)   (2,782,305)      7,614,224      (744,918)
(Decrease)/increase in payables                                (11,080)     (262,796)   (1,128,615)         38,439      (232,110)
                                                           ----------------------------------------   ------------------------------
Net cash provided/(used) by operating activities            (1,113,672)   (3,878,839)   (2,854,435)       (810,995)   (3,519,940)
                                                           ----------------------------------------   ------------------------------

</TABLE>

(d) For the purpose of the statement of cash flows, cash includes cash on hand
and in banks and investments in money market instruments, net of outstanding
bank overdrafts
                                      F-15
<PAGE>


                          CITYVIEW CORPORATION LIMITED

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2002


21. Related Party Disclosures

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

(a)  Directors
     The following persons held the position of director of the Company during
     the financial year ended 31 December 2002:

     Y M Jumabhoy              Appointed 16 October 2002
     A I Saddique              Appointed 31 May 2002
     R Goh                     Appointed 22 March 2002
     Thinagaran                Appointed 22 March 2002
     B Y Ee                    Appointed 4 April 2002
     Md N Ramli                Appointed 31 May 2002
     J F Arbouw                Appointed 31 May 2002
     P M Smyth                 Resigned 31 May 2002
     W M Shotton               Resigned 11 April 2002
     D M Saunders              Resigned 11 April 2002

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

(b)  Interests of directors

         As at 31 December 2002 the directors of the Company and their related
         entities hold a relevant interest in the following shares and options
         in the Company:


                         31 December 02              31 December 01
        Shares             14,790,942                  1,446,084
        Options               Nil                      1,100,000


(c)  Transactions with directors and related entities

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

    (ii) Mr P M Smyth is a director and shareholder of Romarcam Investments
         Pty Ltd. The Company entered into a contract with Romarcam
         Investments Pty Ltd dated 3 December 2001 for the provision of
         management services. Fees paid during the financial year up to his
         resignation as a Director on 31 May 2002 at normal commercial rates
         were $128,777 compared to $253,523 in the previous year. These
         transactions have been reflected in Note 5.

(d)  Interests in director-related entities

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

(e)  Equity interests in controlled entities

     As disclosed in Note 19 the Company has the entire ownership of CityView
     Asia Pty Ltd., which is their only controlled entity.

(f)  Transactions within the group

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

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

                                      F-16
<PAGE>

                          CITYVIEW CORPORATION LIMITED

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2002

22.  Commitments for Expenditure

Madura and Simenggaris

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

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

There are no other commitments for expenditure.


23.  Subsequent Events

     There have been no subsequent events effecting the financial statements for
     the year ended 31 December 2002.

                                      F-17
<PAGE>

                          CITYVIEW CORPORATION LIMITED


              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2002


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
           2002                rate %         $            $             $             $              $               $
--------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Financial Assets

<S>                            <C>                    <C>                                                            <C>
Cash                           4.69%                  1,499,508                                                      1,499,508
Receivables                                                                                             23,612          23,612

Financial Liabilities

Payables                                                                                                97,275          97,275
                                                                  FIXED INTEREST
----------------------------------------------------- ---------------------------------------- --------------------------------
                              Average     Variable     Less than    1 to 5 Years   More than    Non-Interest        Total
                              Interest     Interest      1 Year          $          5 years        Bearing
           2001                rate %         $            $                           $              $               $
--------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Financial Assets

Cash                                                                                                   101,883         101,883
Receivables                                                                                            173,487         173,487
Loan - Sands Solutions          7%                                    3,000,000                                      3,000,000

Financial Liabilities

Payables                                                                                               108,355         108,355
</TABLE>

(c)  Credit Risk

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

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

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

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

(d)  Currency hedging

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

(e)  Net Fair Value

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

                                      F-18
<PAGE>

                          CITYVIEW CORPORATION LIMITED

              NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
                  FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2002


25.  Company Details

     Registered office:                             Principal Place of Business
     1ST Floor                                      Level 9
     17 Ord Street                                  28 The Esplanade
     West Perth                                     Perth
     Western Australia 6005                         Western Australia 6000

Additional information as to holders of shares and options at 28 February 2003

Market Capitalisation
Shares on Issue           70,161,616
Options - Unlisted           Nil
Fully Diluted Capital     70,161,616

Trading volumes for the financial year ended 31 December 2002

                       AUS                     USA                  TOTAL
                     Volume                  Volume                 Volume
  January          2,750,432               3,011,700              5,762,132
  February         1,555,755               1,093,400              2,649,155
  March            2,200,167               2,168,700              4,368,867
  April            2,265,728               2,277,400              4,543,128
  May                932,917               1,137,100              2,070,017
  June             1,309,571                 691,700              2,001,271
  July             1,038,270                 745,800              1,784,070
  August             650,828                 349,600              1,000,428
  September          520,247                 641,000              1,161,247
  October            430,297                 506,500                936,797
  November         1,096,600                 986,900              2,083,500
  December         3,929,800               2,486,800              6,416,600
                  ----------              -----------            -----------
     Total        18,680,612              16,096,600             34,777,212
                  ==========              ===========            ===========

Number of Share and Option Holders

Ordinary Share Capital
70,161,616 fully paid ordinary shares held by 1024 individual shareholders

Options
No outstanding options

Voting Rights
In accordance with the constitution of the Company, on a show of hands each
shareholder present in person or by proxy, representative or attorney has one
vote and on a poll every shareholder present in person or by proxy,
representative or attorney has, in respect of fully paid shares, one vote for
every share held.

None of the options confers a right to vote but shares issued upon the exercise
of options will rank equally in all respects (including voting rights) with the
then existing issued fully paid ordinary shares.

Distribution of Shareholding

Holdings                       Shareholders
1 to 1,000                         240
1,001 to 5,000                     358
5,001 to 10,000                    180
10,001 to 100,000                  215
100,001 and over                    31
                                -------
   Total                         1,024
                                =======

Number of shareholders holding less than a marketable parcel: 423

                                      F-19
<PAGE>

                          CITYVIEW CORPORATION LIMITED

Additional  information  as to holders of shares and options at 28 February 2003
(continued)

<TABLE>
<CAPTION>

Substantial Shareholders

       <S>                                      <C>                               <C>
       Name                                     Number of Shares                  Percentage of Capital

US Control Account
C/- Computershare Trust Company Inc                 23,711,915                             33.80%
Midwestern Oil Pte Ltd                              14,760,517                             21.04%
Malaysia Mining Corporation Berhad                   8,616,188                             12.28%


Twenty Largest Holders of Shares

Name                                                  Shares                      Percentage of Capital
-----                                              -----------                   -----------------------
US Control Account
C/- Computershare Trust Company Inc                 23,711,915                             33.80%
Midwestern Oil Pte Ltd                              14,760,517                             21.04%
Malaysia Mining Corporation Berhad                   8,616,188                             12.28%
OCBC Securities Pte Ltd                              2,908,570                              4.15%
Phillip Securities Pte Ltd A/C Clients               2,090,000                              2.98%
Tower Trust Limited                                  1,016,931                              1.45%
Uob Kay Hian Pte Ltd                                   856,026                              1.22%
William Mansell Shotton                                739,483                              1.05%
Ka Fai Martin Wong                                     710,951                              1.01%
Thomas Omar Pte Ltd                                    500,000                              0.71%
David Cliffe                                           480,000                              0.68%
Chien Cheng Goh                                        400,000                              0.57%
Tonbar Pty Ltd                                         359,336                              0.51%
Kenneth John Thomas & Beryl Winifred Thomas            345,000                              0.49%
Entity Holdings Pty Ltd                                318,855                              0.45%
Michael Vincent Taylor                                 310,251                              0.44%
Dr Eng Chiang Ong                                      300,000                              0.43%
Tonbar Pty Limited                                     294,630                              0.42%
Mr Say Hann Ng                                         220,000                              0.31%
Mr Michael Riabkoff                                    215,782                              0.31%
                                                   -------------
TOTAL                                               59,154,435
                                                   =============
</TABLE>
                                      F-20
<PAGE>


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

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

(a)      Marketable Securities

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

(b)      Capitalized Exploration Expenditure

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

(c)      Income tax

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

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

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

                                      F-21
<PAGE>

(e)      Principles of Consolidation

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

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

(g)      New Accounting Standards

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

          In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
     Retirement Obligations." The standard requires entities to record the fair
     value of a liability for an asset retirement obligation in the period in
     which it is incurred. When the liability is initially recorded, the entity
     capitalizes a cost by increasing the carrying amount of the related
     long-lived asset. Over time, the liability is accreted to its present value
     each period, and the capitalized cost is depreciated over the useful life
     of the related asset. Upon settlement of the liability, an entity either
     settles the obligation for its recorded amount or incurs a gain or loss
     upon settlement. The standard is effective for fiscal years beginning after
     June 15, 2002. The adoption of SFAS No. 143 is not expected to have a
     material impact on the Company's consolidated financial statements.

     In July 2002, the FASB issued Statement No. 146 (SFAS 146), "Accounting for
     Costs Associated with Exit or Disposal Activities." This Standard
     supercedes the accounting guidance provided by Emerging Issues Task Force
     Issue No. 94-3, "Liability Recognition for Certain Employee Termination
     Benefits and Other Costs to Exit an Activity" (including "Certain Costs
     Incurred in a Restructuring"). SFAS No. 146 requires companies to recognize
     costs associated with exit activities when they are incurred rather than at
     the date of a commitment to an exit or disposal plan. SFAS No. 146 is to be
     applied prospectively to exit or disposal activities initiated after
     December 31, 2002. The Company is currently evaluating this Standard.

                                      F-22
<PAGE>

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

(h)      Employee Stock Purchase Plan

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

                                                       31-Dec-02        31-Dec-02         31-Dec-01          31-Dec-00
                                                          US$               A$                A$                A$
                                                     --------------- ----------------- ----------------- ------------------
<S>                                                  <C>             <C>               <C>               <C>
Net Profit (Loss) after Income Tax  attributable to
members    of    the    parent    company
        -   As reported                              (5,235,046)     (9,303,440)       (4,165,287)        (5,537,576)
        -   Pro Forma                                (5,235,046)     (9,303,440)       (4,165,287)        (5,681,576)

Basic earnings (loss) per share
       - As reported                                     (.08)            (.14)             (.08)             (0.13)
       - Pro Forma                                       (.08)            (.14)             (.08)             (0.14)
</TABLE>

The fair value of each option grant was estimated as of the date of grant using
the Black- Scholes option-pricing model with the following weighted-average
assumptions used for grants in the period ended December 31, 2002, 2001 and
2000: no dividends will be paid, expected volatility of 50.0% risk-free interest
rate of 5% and expected lives of 1 year.

                                      F-23
<PAGE>


Reconciliation Adjustments

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


                                                       31-Dec-02        31-Dec-02        31-Dec-01       31-Dec-00
                                           Note           US$              A$                A$               A$
--------------------------------------- ----------- ---------------- ---------------- ----------------- ----------------
Reconciliation Adjustments

<S>                                                     <C>              <C>               <C>            <C>
   Net income (loss) after tax
   in accordance with Australian GAAP                   (5,235,046)      (9,303,440)       (4,165,287)     (5,537,576)

Reconciliation Adjustments

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

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

                                                    ---------------- ---------------- ----------------- ----------------
Net income (loss) after tax in
accordance with US GAAP                                 (5,235,046)      (9,303,440)      (4,374,487)     (10,373,578)
                                                    ================ ================ ================= ================

Earnings (loss) per share from
Continuing Operations in accordance
with US GAAP (in cents)                                       (.08)            (.14)             (.08)           (.25)




                                                       31-Dec-02        31-Dec-02        31-Dec-01       31-Dec-00
                                           Note           US$              A$                A$               A$
                                          ----------- ---------------- ---------------- ----------------- ----------------
Reconciliation Adjustments

   Shareholder's equity attributable
   to member of the chief entity in
   accordance with Australian GAAP                       5,281,469        9,385,941        15,749,381       15,936,943

Reconciliation Adjustments

   Exploration expenditure
   written-off as incurred                 (b)          (6,787,740)     (12,062,804)      (12,062,802)     (12,062,802)
                                                     ---------------- ---------------- ----------------- ----------------
Total shareholder's equity (deficit) in
accordance with US GAAP                                 (1,506,271)      (2,676,863)        3,686,579        3,874,141
                                                     ================ ================ ================= ================
</TABLE>
                                      F-24
<PAGE>

ITEM 18. FINANCIAL STATEMENTS

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

ITEM 19. EXHIBITS

None

SIGNATURES

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

                                          CITYVIEW CORPORATION LIMITED




SIGNATURE: /s/THINAGARAN
          ----------------
              THINAGARAN
              Director

Dated: June 27, 2003


                                       57


<PAGE>



CERTIFICATIONS


I, A I Saddique, the Chief Executive Officer certify that:

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

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

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

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

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

   b.  evaluated the  effectiveness of the registrant's  disclosure  controls
       and procedures as of a date within 90 days prior to the filing date of
       this annual report (the "Evaluation Date"); and

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

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

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

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


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




Date: June 27, 2003

                                                     By: /s/A I Saddique
                                                            A I Saddique


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

                                       58
<PAGE>


CERTIFICATIONS


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


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

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

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

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

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

   b.  evaluated the  effectiveness of the registrant's  disclosure  controls
       and procedures as of a date within 90 days prior to the
       filing date of this annual report (the "Evaluation Date"); and

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

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

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

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

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




Date: June 27, 2003

                                                     By: /s/Ee Beng Yew
                                                            Ee Beng Yew


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

                                       59