Cityview 20F 2008 Annual report

SECURITIES AND EXCHANGE COMMISSION

FORM 20-F

(Mark One)

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

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

For the fiscal year ended December 31, 2008

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

For the transition period from __________________ to __________________

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

Date of event requiring this shell company report _________________________________

Commission file number ________________________________________

CityView Corporation Limited

(Exact name of Registrant as specified in its charter)

________________________________________________________________________

(Translation of Registrant's name into English)

Western Australia, Australia

(Jurisdiction of incorporation or organization)

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

(Address of principal executive offices)

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

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

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

Title of each class	Name of each exchange on which registered
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.

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

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

Yes ____ No X

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

Yes ___ No X

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

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

Yes X No ____

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

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

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

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

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

Item 17 ____Item 18 ____

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

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

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

Yes ____ No X

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Providing information called for in Item 1 is not required for filing a Form 20-F as an Annual Report under the Exchange Act. Nevertheless, the Company is providing its "Corporate Directory" updated form as it appeared in the Annual Report for the year ended December 31, 2008 as filed with Australian Securities Exchange Limited on March 31, 2009 (as amended).

M A Africano	Chairman	Appointed October 22, 2008
P M Smyth	Chief Executive	Appointed March 6, 2006
P Rand	Director	Appointed October 27, 2008
B R Brady	Director	Appointed June 29, 2009
W V Reid	Director	Appointed October 27, 2008 (Resigned June 29, 2009)
R J F Brothers	Director	Appointed December 4, 2007 (Resigned April 8, 2009)
P G H Smith	Director	Resigned April 21, 2008
I R Egan	Director	Resigned October 27, 2008
N P Hoexter	Director	Resigned October 27, 2008
P A de Chazal	Director	Resigned October 27, 2008

Company Secretary
P R Williams	Appointed July 31, 2007 (Resigned April 8, 2009)
P M Smyth	Appointed April 8, 2009

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

Principal Place of Business

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

Auditor - - Australia

Somes and Cooke

1304 Hay Street

West Perth Western Australia 6005

Public Registered Auditor

Michael F. Albanese, CPA

18 Lisa Court

Parsippany, New Jersey 07054

Australian Share Registry

Computershare Investor Services Pty Limited

Level 2, 45 St George's Terrace

Perth Western Australia 6000

Telephone: (61-8) 9323 2000

Facsimile: (61-8) 9323 2033

USA Share Registry

Computershare Trust Company, Inc.

350 Indiana Street, Suite 800

Golden, Colorado 80401

Telephone: (303) 262 0600

Facsimile: (303) 262 0700

Attorney - - Australia

Corrs Chambers Westgarth

240 St George’s Terrace

Perth Western Australia 6001

Attorney - - USA

Stephen J. Czarnik

Cohen & Czarnik LLP

17 State Street, 39th Floor

New York, New York 10004

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A. Selected Consolidated Financial Data

The selected historical data presented below has been derived from the financial statements of the Company, which were examined by Michael F. Albanese, CPA for year ended December 31, 2008 and BDO Kendalls (“BDO”) for years ended December 31, 2006 and 2007.

The consolidated financial statements are presented in Australian dollars and have been prepared in accordance with Australian equivalents to international financial reporting standards ("Australian IFRS"). Compliance with Australian IFRS ensures that the consolidated financial statements and notes for CityView Corporation Limited comply with the International Financial Reporting Standards as adopted by the IASB.

The following table summarizes certain financial information and should be read in conjunction with “Item 5 – Operating and Financial Review and Prospects.” The Company has not declared a dividend during each of the years ended December 31, 2006 through 2008 inclusive. There were significant fluctuations in revenues and net income (loss) between the years stated in the table below. For the reasons set forth herein the information shown below may not be indicative of the Company’s future results of operation.

Statement of Loss and Accumulated Deficit Data:

	Year Ended December 31 2004			Year Ended December 31 2005			Year Ended December 31 2006 Restated			Year Ended December 31 2007 Restated			Year Ended December 31 2008 Restated

Amounts in Accordance with Australian IFRS	AUD$			AUD$			AUD$			AUD$			AUD$

Income Statement Data:
Operating Revenues

Net Loss 1		(688,710	)		(2,784,287	)		(9,056,393	)		(13,974,696	)		(37,114,763	)

Per Ordinary Share (dollars)		(.098	)		(.345	)		(.647	)		(.550	)		(.875	)

Balance Sheet Data:
Total Assets		9,358,801			6,147,785			934,993			12,262,104			97,595

Shareholders Equity		8,671,228			5,886,941			922,490			11,961,999			84,585

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

Exchange Rates

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

A.	Five Most Recent Financial Years

Period	High	Low	Period End	Average
12 months to December 31, 2004	0.8005	0.6773	0.7801	0.7371
12 months to December 31, 2005	0.7988	0.7233	0.7301	0.7628
12 months to December 31, 2006	0.7929	0.7014	0.7893	0.7536
12 months to December 31, 2007	0.9400	0.7672	0.8767	0.8389
12 months to December 31, 2008	0.9849	0.6005	0.6907	0.8529

B. Previous Six Months

Period	High	Low	Period End	Average
November 1 to November 30, 2008	0.7013	0.6073	0.6555	0.6570
October 1 to October 31, 2008	0.8096	0.6005	0.6778	0.6925
September 1 to September 30, 2008	0.8579	0.7800	0.8211	0.8239
August 1 to August 31, 2008	0.9477	0.8493	0.8585	0.8855
July 1 to July 31, 2008	0.9849	0.9411	0.9476	0.9636
June 1 to June 30, 2008	0.9646	0.9327	0.9615	0.9522

C. Latest Practicable Date

At July 3, 2009 the Australian dollar expressed in US dollars per AUD$1.00 was $0.8019.

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

Nature of Trading Market

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

As of July 3, 2009 the Company had 3,917 holders of record of its Ordinary Shares.

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

The following reflects the high and low bid price for the Company’s Ordinary Shares as reflected on the company’s home exchange, the Australian Securities Exchange Limited for the last two years and the most recent quarter ended June 30, 2009.

Quarter Ending	High AUD $	High US $	Low AUD $	Low US $	Volume

September 2007	0.165	0.146	0.115	0.102	521,634,881

December 2007	0.320	0.280	0.200	0.175	574,372,682

March 2008	0.260	0.238	0.098	0.090	342,122,937

June 2008	0.265	0.250	0.094	0.089	343,748,850

September 2008	0.150	0.133	0.032	0.028	270,691,991

December 2008	0.042	0.028	0.007	0.004	338,381,690

March 2009	0.024	0.016	0.007	0.005	608,492,224

June 2009	0.011	0.008	0.005	0.004	480,185,432

Company Auditors

Somes and Cooke is the Company’s independent auditor in Australia.

Michael F. Albanese, CPA is the Independent Registered Public Accountant in the USA.

Capitalization and Indebtedness

Not applicable.

Reasons for the Offer and Use of Proceeds

Not applicable.

Risk Factors

Risks In Respect of the Company’s Commodity Resources Portfolio

Commodity prices;

Currency exchange rate fluctuations;

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

Judicial decisions and legislative amendments;

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

General economic conditions in Australia and Angola and their major trading partners and in particular inflation rates, commodity supply and demand factors and industrial disruption;

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

Political stability of Angola.

There is no assurance that any of the Company’s resources properties contain significant commercially viable reserves until appropriate and sufficient exploration work is concluded and an economic and feasibility study based upon such work is conducted and concluded.

Risk factors are highlighted in greater detail under item 4.B – Business Overview on page 10 of this report.

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

The term “Company” refers to CityView Corporation Limited, a corporation organized under the laws of Western Australia on May 3, 1987, and its wholly owned subsidiary CityView Asia Pty Ltd and Glenvale Associates Limited (deconsolidated during the twelve months ended December 31, 2008).

The Company publishes its consolidated financial statements expressed in Australian dollars. In this document, references to "US dollars" or "US$" are to the currency of the United States of America and references to “Australian Dollars" or "AUD$" are to currency of Australia. Solely for convenience, Form 20-F contains translations of certain Australian dollar amounts into US dollars at specified rates. These translations should not be construed as representations that the Australian dollar amounts actually represent such US dollar amounts or could have been or could be converted into US dollars at the rates indicated or any other rates. For information regarding rates of exchange between Australian dollars and US dollars from 2004 to the present, see "Item 3A. Selected Financial Data - Exchange Rates."

The Company is subject to the information requirements of the Securities Exchange Act of ’34, as amended. Accordingly, we file monthly Forms 6-K and Annual Form 20-F with the SEC. You may read and copy any document we file at the SEC's public reference room at 100 F Street, N. E., Washington, D.C. 20549. You should call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings will also be available to the public at the SEC's web site at "http:/www.sec.gov."

The current financial period is for the twelve months ended December 31, 2008. References in this document to a particular prior year are to the calendar year unless otherwise indicated. The Company produces annual reports containing audited consolidated financial statements and an opinion thereon by the Company’s independent public accountants. Such financial statements have been audited in accordance with PCAOB Generally Accepted Auditing Standards. The Company also produces quarterly reports as required by Australian Securities Exchange Limited, which contain selected financial information, and notices to shareholders of the Company. The Company also produces financial statements prepared in accordance with Australian IFRS, which are required to be furnished to shareholders under Australian law.

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

Australian Government Regulation

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

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

B Business Overview

General

The Company’s primary focus is on Angola.

Angola was selected after considering resources prospectively, demand for the produced product, availability of supportive infrastructure, foreign company participation terms and conditions and sovereign risk.

Benefits Associated with Angola

Angola has a record for honouring participation agreements and keeping tax and terms stable. As with Mozambique and some other African countries with similar experiences, Angola is now very stable in spite of having experienced a thirty year civil war which finished approximately five years ago. Since that time Angola has established important international connections as a key resource rich country. It has not only become a significant supplier of oil to USA but also to China.

Risks Associated With Angola

There are a number of factors, which could have a material downside effect on any future financial performance in Angola, or the value of the shares in the Company. These factors include:

·	Fluctuations in the world market price of oil and gas and minerals;

·	Abnormal interruptions in production or delivery resulting from war, political disturbance, civil unrest or industrial disruption;

·	Changes in government regulations or the relevant fiscal regime.

·	Unforeseen adverse geological conditions;

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

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

Selection of Target Areas for Acquisition

The criteria for assessing resource opportunities in Angola include consideration of the following:

·	Review of geological and geophysical information available.

·	Assessing proximity of the prospect to a means of transporting the production to market. The foregoing component of production costs can significantly affect the economics of a project.

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

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

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

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

Evaluation Techniques

Experienced geologists and geophysicists are engaged as contractors to employ the technologies of investigation in assessing prospects. These include reprocessing and reinterpretation of existing seismic data. Afterwards the data in its original interpreted form can be enhanced to enable more accurate mapping of the structure. The technology available for seismic acquisition and processing is continually being improved. Interpretation tools such as computer mapping and modelling packages enable greater amounts of data to be processed and superior interpretations to be made. This data is interpreted utilizing experienced engineers and advanced software packages designed for such analysis. The results are then integrated with the geological and geophysical information, in an endeavour to use one form of analysis to confirm the other. Any available past production records are analysed and can, on occasion, be utilized as a means of predicting future production rates and cumulative production forecast, by extrapolation of the past results, utilizing accepted engineering practices.

Resources Portfolio

A. Angola

Metals

During the year CityView completed the transfer of its working interest in the Longonjo and Ucua licence areas to Fortitude Minerals Limited (”Fortitude”) for 15 million shares of Fortitude. CityView has steadily increased this holding in Fortitude to 24,646,103 shares of a total of 54,832,103 shares, representing a 45% approximately equity in Fortitude.

The licence areas held by Fortitude are:-

Commodity	License	Percentage	Area

Copper	Cachoeiras de Binga	80%	3,615 sq km
	Zenza Dondo	70%	747 sq km
	Benguela	70%	3,943 sq km
	Bengual SW	80%	355 sq km
	Bentiabe	80%	183 sq km
Gold	Chipindo	60%	1,433 sq km
Carbonatite	Longonjo Minerals	70%	3,760 sq km
Pegmatite	Ucua	70%	3,760 sq km
Diamonds	Longonjo Diamonds	38%	3,000 sq Km
			18,405 sq km

Oil

Following an extensive data review of four blocks offshore Angola and calculating the timing amount of development capital required, it was decided not to proceed with the offshore programme (the oil price having fallen heavily).

Instead CityView decided to focus on the acquisition of a crude oil refinery which had been offered under option to CityView. The refinery has a 55,000 barrels per day capacity (readily capable of being increased to 100,000 barrels per day capacity) and its design is suitable for West Africa.

An extensive technical review has been undertaken to determine inter alia the optimum location, which was finally agreed to be the Niger Delta. Deanshanger Project Limited (“Deanshanger”) has been appointed as the project co-ordinator. Under the terms of the joint venture Deanshanger will own two-thirds of the refinery and CityView one-third, with each party sharing the costs of purchase and installation and operation on a pro-rata basis.

Diamonds

CityView initially acquired an option to take up 100% of Canzar Resources Limited, the holder of interests in the Luachisse and Nhefo alluvial and kimberlite diamond concession areas in Angola:

Concession	Percentage	Area

Luachisse	41%	2,720 sq km
Nhefo	42%	3,280 sq km

CityView then converted its option into a 10% net profits interest of Canzar’s percentage share of the Luachisse and Nhefo alluvial diamond concessions.

In mid 2008 CityView concluded negotiations with Pensador Resources Inc. to finance the projects in which CityView held interests or was evaluating. Because of the worldwide banking crisis which occurred in the second half of 2008 Pensador was not able to fulfil its obligations: CityView accordingly terminated its arrangements with Pensador.

Under the terms of the unwinding agreements, CityView transferred its 10% net profits interest in Nhefo and Luachisse alluvials to Pensador in return for (i) gaining 18.5% of Angola Diamond Holdings Limited, the parent company of Canzar and (ii) acquiring the right to receivables of $2.3 million (₤1.1 million) and $4.6 million (US$3.2 million) owing by Fortitude Minerals Limited.

B. Organizational Structure

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

C. Property, Plant and Equipment

The Property, Plant and Equipment consist of Office Equipment and Furniture.

D. Particulars of Mineral Leases – Longonjo and Ucua Angola

During the year CityView completed the transfer of its working interest in the Longonjo and Ucua licence areas to Fortitude Minerals Limited (“Fortitude”) for 15 million shares of Fortitude. CityView has steadily increased this holding in Fortitude to 24,646,103 shares of a total of 54,832,103 shares, representing a 45% approximately equity in Fortitude.

Executive Address

The Company’s registered office is located at Level 9, 28 The Esplanade, Perth, Western Australia 6000. The Company’s principal place of business is leased premises at Level 9, 28 The Esplanade, Perth, Western Australia 6000, telephone: (61 8) 9226 4788, fax: (61 8) 9226 4799, email: info@cityviewcorp.com, website: www.cityviewcorp.com.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. Operating results

The current financial period is for the twelve months ended December 31, 2008. The Company's consolidated financial statements are prepared in accordance with Australian International Financial Reporting Standards ("Australian IFRS").

The following discussion references the amounts computed in accordance with Australian IFRS for the results of operations of the Company for the financial periods ended December 31, 2008, 2007 and 2006.

Principal Activities

The principal continuing activities of CityView Corporation Limited are the acquisition and development of a commodity portfolio – gold, base metals, rare earths, coal, iron ore, diamonds, oil and oil refinery interests. There have been no significant changes in the principal activities of the Group during the financial year.

Results of Operations

The discussion set forth below relates to the Company's results of operations as prepared in accordance with Australian IFRS for the financial periods ended December 31, 2008, 2007 and 2006.

Year Ended December 31, 2008 Compared To Year Ended December 31, 2007

The net loss of the consolidated entity for the financial year after providing for income tax and eliminating outside equity interests was AUD$37,114,763 compared to a loss of AUD$13,974,696 for the previous financial year. There was an increase of impairment of other financial assets of AUD$30,607,931 compared to AUD$5,267,620 for the previous financial year and as a result there was an increase in the operating loss compared to last year.

Year Ended December 31, 2007 Compared To Year Ended December 31, 2006

The net loss of the consolidated entity for the financial year after providing for income tax and eliminating outside equity interests was AUD$13,974,696 compared to a loss of AUD$9,056,393 for the previous financial year. There was an increase of impairment of other financial assets of AUD$5,267,620 compared to AUD$2,034,668 for the previous financial year and as a result there was an increase in the operating loss compared to last year. There were no loan write off’s or bad debt’s this year and as a result there was an increase in the operating loss compared to last year.

Dividends

The directors did not recommend the payment of a dividend and no dividends have been paid or declared since the end of the previous financial year or during the previous 5 years.

Review of Operations

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

Director/Employee Share and Option Benefits

The shareholders of the Company at its annual general meeting held on May 19, 2008 approved an issue of options to R J F Brothers. A total of 3,000,000 options were issued to R J F Brothers under the scheme during 2008. 7,000,000 options were issued during 2007 and no options were issued in 2006.

Options

At the date of this report all options issued are fully vested.

Inflationary and Other Economic Pressures

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

The official government released Angolan average inflation rates for the five years beginning 2004 were as follows:

	2004	2005	2006	2007	2008
Inflation Rates %	76.0%	44.0%	23.0%	12.5%	12.2%

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

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

Government Policies

The Company considered the issue of political risk in Angola in which the Company has acquired assets and may continue to do so as a matter of normal business practice. The Company's expected initial producing properties are located in Angola where there has been a long established petroleum and mineral industry, with significant elements of foreign capital investments.

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

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

Likely Developments and Expected Results of Operations

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

Indemnification of Officers and Auditors

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

C. Liquidity and Capital Resources

Year Ended December 31, 2008 compared to Year Ended December 31, 2007

At December 31, 2008, the Company had a working capital of AUD$59,830 compared to a working capital of AUD$11,927,107 at December 31, 2007.

Cash flow used in operating activities increased from AUD$1,460,675 in the year ended December 31, 2007 to AUD$5,211,005 in the year ended December 31, 2008. The primary differences for the increase in funds used, was for an increase in consulting and marketing fees.

Cash flow used for investing increased from AUD$9,017,453 for the year ended December 31, 2007 to AUD$12,941,405 in the year ended December 31, 2008. The increase in funds used for investing activities was primarily due to the purchase of mining leases in Angola.

The Company generated cash flows from financing activities of AUD$6,120,559 after fees and expenses in the year ended December 31, 2008 compared to AUD$21,732,451 in the year ended December 31, 2007. Cash flows from financing activities were generated by way of a rights issue to shareholders and new share placements.

Year Ended December 31, 2007 compared to Year Ended December 31, 2006

At December 31, 2007, the Company had a working capital of AUD$11,927,107 compared to a working capital of AUD$911,616 at December 31, 2006.

Cash flow used in operating activities increased from AUD$956,698 in the year ended December 31, 2006 to AUD$1,460,675 in the year ended December 31, 2007. The primary differences for the increase in funds used, was for an increase in consulting and marketing fees.

Cash flow used for investing increased from AUD$1,114,308 for the year ended December 31, 2006 to AUD$9,017,453 in the year ended December 31, 2007. The increase in funds used for investing activities was primarily due to the purchase of mining leases in Angola.

The Company generated cash flows from financing activities of AUD$21,732,451 after fees and expenses in the year ended December 31, 2007 compared to AUD$2,811,442 in the year ended December 31, 2006. Cash flows from financing activities were generated by way of a rights issue to shareholders and new share placements.

D. Research and Development, Patents and Licences

Not applicable.

E. Trend Information

Not applicable.

F. Off-Balance Sheet Arrangements

The Company does not have any off balance sheet arrangements in place.

G. Tabular Disclosures of Contractual Obligations

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

H. Safe Harbor

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

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

Name	Age	Position

M A Africano	50	Chairman	Appointed October 22, 2008
P M Smyth	69	Chief Executive	Appointed March 6, 2006
P Rand	57	Director	Appointed October 27, 2008
B R Brady	68	Director	Appointed June 29, 2009
W V Reid	71	Director	Appointed October 27, 2008
			(Resigned June 29, 2009)
R J F Brothers	67	Director	Appointed December 4, 2007
			(Resigned 8 April 2009)
P G H Smith	76	Director	Resigned April 21, 2008
I R Egan	61	Director	Resigned October 27, 2008
N P Hoexter	64	Director	Resigned October 27, 2008
P A de Chazal	66	Director	Resigned October 27, 2008

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

Directors

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

Manuel Antonio Africano – Chairman. Age: 50

Mr Africano, who is based in Angola, is an expert at doing business in Africa. He recently retired as the Minister for Geology and Mines in Angola and during his term as a senior Minister in the Cabinet he successfully assisted in the rebuilding of Angola’s fractured post-war economy.

Mr Africano has been the General Co-ordinator of the African Diamond Producers Association and during Angola’s war of independence he was the Director of Mobilisation supervising activities in Europe.

Mr Africano has a Masters Degree in International Relations from the Sorbonne University Paris where he also studied for a doctorate in economics. Mr Africano is fluent in Portuguese, French, English and a number of African languages and has an outstanding network throughout Africa and the Middle East.

Peter Mark Smyth – Chief Executive and Company Secretary. Age: 69

Mr Smyth has over 40 years of experience in the natural resources sector, which commenced with Selection Trust where he was part of the project development teams for Mt. Newman iron ore and Agnew nickel projects in Australia. Since 1975 he has co-founded a number of successful companies involved in the exploration and production of gold, oil, gas and diamonds around the world. He was appointed to the Board on March 6, 2006.

Philip Rand – Non Executive Director. Age: 57

Mr Rand, who is based in London, has many years experience in the upstream energy sector working in complex geographical and political environments.

Mr Rand is currently chief executive and chief financial officer of Equator Exploration Limited with operations in West Africa and is a non-executive director of Victoria Oil & Gas PLC and also the Cyprus based Falcon group which has connections with the Abu Dhabi National Oil Co.

Bernard Robert Brady – Non Executive Director. Age: 68

Bernard Brady joined the Commonwealth Bank in 1958 holding various positions in general banking, lending and administration. He was seconded to the Solomon Islands Planning Group in Sydney in 1980 to assist the Solomons in setting up their own national bank after independence. He was subsequently posted to Solomons for two years as Manager. Returned to Australia (Sydney) in 1983 and was promoted to executive status in 1988.

He resigned from the Commonwealth Bank in 1994 to set up a business which he sold in 2002.

Mr Brady is based in NSW and acts as Chairman of CityView's Audit Committee.

Wayne Vivian Reid – Non Executive Director. Age: 71

Mr Reid is based in Melbourne and was Chairman of CityView’s Audit Committee.

He is an experienced public company director having been a director of a number of major Australian companies covering a wide range of business interests. He has been awarded the O.B.E. medal for a lifetime contribution for honorary services to the community and sport.

Robert John Francis Brothers – Non Executive Director. Age: 67

Mr Brothers is based in Hong Kong and for over 20 years, owned and operated gas tankers and floating gas storage facilities through Beckworth Enterprises Inc, a ship owning group specialising in the carriage of liquid refrigerated petroleum gas. Prior to working for his own account Mr Brothers was an executive director of the substantial Hong Kong conglomerate Wheelock Marden & Co Ltd.

Peter George Hunt Smith – Non Executive Director. Age: 76

Mr Smith is a former international banker who served Westpac Bank for 40 years leading to a position as a Senior Manager Asian Banking & Oil & Gas. Mr Smith has a large network of corporate clients and has attended many Government sponsored Trade Missions promoting Western Australia, as well as being responsible for opening an oil & gas office for Westpac in Houston, Texas.

Ian Egan – Non Executive Director. Age: 61

Mr Egan is based in Melbourne and has extensive operational and Board experience in relation to the development of new operations and the management of established operations. He has worked in the mining industry for more than 35 years, holding senior management positions at BHP including Group General Manager BHP Titanium Minerals and General manager Non-Ferrous Metals BHP Minerals.

Mr Egan is the Chairman of Fortitude Minerals Limited and is non-executive director of Kenmare Resources Limited.

Nicholas Paul Hoexter – Non Executive Director. Age: 64

Mr Hoexter is based in London and has been a senior member of BP’s HQ policy unit “think tank” and chief economist unit reporting to the main Board of BP. Mr Hoexter has a wide international business experience and is particularly skilled at project evaluation, having been a member of the BP/Selection Trust takeover evaluation/negotiation team. Mr Hoexter was also Chief Executive of the in-house asset leasing company of BG plc.

Paul Andre de Chazal – Non Executive Director. Age: 66

Mr de Chazal, who is based in London, was a partner involved for over thirty years in the international affairs of Simmons & Simmons, one of the world’s largest international law firms. He has acted for many substantial industrial and financial companies. Mr de Chazal has been a director of a number of insurance companies and was for many years a director of the executive committee of the Belgian-Luxemburg Chamber of Commerce in Great Britain.

B. Compensation

Remuneration of Directors

The remuneration report is set out under the following main headings:

A Principles used to determine the nature and amount of remuneration

B Details of remuneration

C Service agreements

D Share based compensation

E Additional information

The information provided under headings A to E includes remuneration disclosures that are required under Accounting Standard AASB 124 Related Party Disclosures. These disclosures have been transferred from the financial report and have been audited.

There has been no share based payments to the directors or key management personnel under the employee share and option plan introduced and approved by shareholders at the company’s annual general meeting on May 4, 2007.

There is no further additional information.

A Principles used to determine the nature and amount of remuneration

The Board of Directors is responsible for determining and reviewing compensation arrangements for the directors. The Board assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and executive team. Such officers are given the opportunity to receive their base emolument in a variety of forms including cash and other non-cash payments. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost for the Company. To assist in achieving these objectives, the Board links the nature and amount of executive directors’ and officers’ emoluments on an annual basis based on market conditions.

On May 4, 2007 at the company annual general meeting the directors proposed a monthly fee payable to all directors of $2,500 p/month which was approved by shareholders.

The only relationship between shareholder wealth, company performance and remuneration is the effect that the underlying share price has on the valuation of key management personnel options.

The Board has not established a remuneration committee in view of the size of the Company. The CEO and Company Secretary, Mr Mark Smyth has a service agreement with the company.

The Board is responsible for determining and reviewing compensation arrangements for the directors themselves.

B Details of Remuneration

Details of the nature of each element of the emoluments of each key management personnel paid during 2008 are as follows:


	Short-term employee benefits	Post-employment Benefit	Share-based payments

2008 Name	Cash salary and service fees $	Performance fees $	Superannuation $	Equity Options $	Total $	% Linked to Performance
M A Africano	-	-	-	-	-	-
P M Smyth	250,000	-	-	-	250,000	-
R J F Brothers	30,000	-	-	201,230	231,230	-
P Rand	-	-	-	-	-	-
W V Reid	-	-	-	-	-	-
P G H Smith	10,000	-	-	-	10,000	-
I R Egan	12,500	-	-	-	12,500	-
N P Hoexter	27,500	-	-	-	27,500	-
P A de Chazal	22,500	-	-	-	22,500	-

Total key management personnel compensation	352,500	-	-	201,230	553,730	-

Other Executives
P R Williams	138,190	-	4,810	-	143,000	-

There were no other key management personnel of the company during the financial year.


	Short-term employee benefits	Post-employment Benefit	Share-based payments

2007 Name	Cash salary and service fees $	Performance fees $	Superannuation $	Equity Options $	Total $	% Linked to Performance
P M Smyth	195,000	-	-	690,000	885,000	-
P G H Smith	15,000	-	-	417,000	432,000	-
N P Hoexter	-	-	-	417,000	417,000	-
P A de Chazal	7,500	-	-	417,000	424,500	-
R J F Brothers	-	-	-	-	-	-
J H Jacoby	6,000	-	-	276,000	282,000	-
M al Ansari	20,000	-	-	-	20,000	-

Total key management personnel compensation	243,500	-	-	2,217,000	2,460,500	-

Other Executives
P R Williams	127,560	-	4,440	352,400	484,400	-

C Service Agreements

Romarcam Investments Pty Ltd has contracted to provide the services of Mr Mark Smyth to act as Chief Executive of CityView Corporation Limited. Mr Smyth took up the position of Chief Executive on March 6, 2006. The contract is for a period of up to five years and can be terminated by either party on one year’s notice. The fees payable under the contract are $15,000 per month. Mr Smyth also receives a director’s fee of $2,500 per month which was approved by shareholders at the company’s annual general meeting held on May 4, 2007.

Mr P R Williams was contracted to provide accounting, administration and Company secretarial duties. The fees payable under the contract were $11,000 per month including superannuation. Mr Williams resigned on April 8, 2009.

No other key management personnel have service agreements with the company.

D Share based compensation

Options

Options over shares in CityView Corporation Limited are granted under the CityView Corporation Limited Employee Share and Option Plan which was approved by shareholders at the 2007 annual general meeting. The Employee Share and Option Plan is designed to provide long term incentives for executives to deliver long term shareholder returns. Participation in the plan is at the Board’s discretion and no individual has a contractual right to participate in the plan or to receive any guarantee benefits.

The terms and conditions of each grant of options affecting remuneration in the previous, this or future reporting periods are below.

Summary of options granted to Directors from January 1, 2008 to December 31, 2008 are as follows:

Grant date	Date vested	Expiry date	Exercise price	Value per option at grant date

May 23, 2008	May 23, 2008	November 30, 2009	$0.15	$0.067

Summary of options granted under ESOP from January 1, 2008 to December 31, 2008 are as follows:

Grant date	Date vested	Expiry date	Exercise price	Value per option at grant date

Nil	Nil	Nil	Nil	Nil

Options granted under the plan carry no dividend or voting rights.

When exercisable, each option is convertible into one ordinary share.

Details of options over ordinary shares in the company provided as remuneration to each of the key management personnel of CityView Corporation Limited are set out below. When exercisable, each option is convertible into one ordinary share of CityView Corporation Limited. Further information on the options is set out in note 29 to the financial statements.

Name	Number of options granted during the year				Number of options vested during the year
Name	2008		2007		2008		2007

P M Smyth		-		5,000,000		-		5,000,000
R J F Brothers		3,000,000		-		3,000,000		-
P G H Smith		-		3,000,000		-		3,000,000
N P Hoexter		-		3,000,000		-		3,000,000
P A de Chazal		-		3,000,000		-		3,000,000
J H Jacoby		-		2,000,000		-		2,000,000

Other Company and Group Executives
P R Williams		-		5,000,000		-		5,000,000

The model inputs, not included in the table above, for options granted during the year ended December 31, 2008 include:

a) Options are granted for no consideration and vest over one and a half years

b) Share price at grant date was $0.155

c) Expected volatility, based on the history of the companies share price, range from 0.2620 to 0.9076

d) Expected dividend yield of Nil

e) A risk free interest rate of 6.03%

E Additional Information

Share-based compensation: Options

Further details relating to options are set out below.

Name	A Remuneration Consisting of Option	B Value at Grant date	C Value at Exercise Date	D Value a Lapse Date
R J F Brothers	87%	201,230	-	-

A =	The percentage of the value of remuneration consisting of options, based on the value of options expensed during the current year.

B =	The value at grant date calculated in accordance with AASB 2 Share-based Payment of options granted during the year as part of remuneration.

C =	The value at exercise date of options that were granted as part of remuneration and were exercised during the year, being the intrinsic value of the options at that date.

D =	The value at lapse date of options that were granted as part of remuneration and that lapsed during the year because a vesting condition was not satisfied. The value is determined at the time of lapsing, but assuming the condition was satisfied.

C. Board Practices

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

D. Employees

As at December 31, 2008 the Company had 2 full time employees at its principal place of business in Australia.

Consultants on a per diem basis undertake much of the Company’s work.

E. Share Ownership

See Item 7A Major shareholders.

F. Employee Share Plan/Options

The shareholders of the Company at its annual general meeting held on May 19, 2008 approved an issue of options to R J F Brothers. A total of 3,000,000 options were issued to directors under the scheme during 2008. 7,000,000 options were issued during 2007 and no options were issued in 2006.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

The following table sets forth the Ordinary Share ownership of each person known by the Company to be the beneficial owner of five percent or more of the Company's shares, each director and officer individually and the directors and officers as a group as at July 3, 2009. Each person has sole voting and investment power with respect to the shareholdings shown and all ownership is of record and beneficial.

Directors/Officers

Name	Number of Shares
Peter Mark Smyth	1,050,426 Shares in CityView. 5,210,086 Options in CityView.
Manuel Antonio Africano	Nil Shares in CityView. Nil Options in CityView.
Philip Rand	Nil Shares in CityView. Nil Options in CityView.
Bernard Robert Brady	Nil Shares in CityView. Nil Options in CityView.

Major Shareholders

Name	Number of Shares	Percent of Class
HSBC Custody Nominees (Australia) Limited	136,503,126	12.05%
Citicorp Nominees Pty Ltd	97,956,224	9.05%
US Control Account C/- Computershare Trust Company Inc	56,249,974	5.19%

Based on 1,082,369,441 shares outstanding as of July 3, 2009.

B. Related Party Transactions

There are no additional interests of management in transaction involving the Company except for those stated herein or in Item 28 – notes to financial statements.

C. Interests of Experts and Counsel

Not applicable

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

Reference is made to “Item 17. Financial Statements” for the financial statements included in this annual report.

The Company is not a party to any material litigation, and to its knowledge no action, suit or proceeding is pending or has been threatened.

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

ITEM 9. THE OFFER AND LISTING

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

The issued capital of CityView Corporation Limited at July 3, 2009 is 1,082,369,441 shares and 96,529,950 options exercisable by November 30, 2009 at 15 cents each.

B. Memorandum and Articles of Association

This information has been previously provided.

C. Material Contracts

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

D. Exchange Controls

Exchange controls and other limitations affecting security holders:

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

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

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

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

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

E. Taxation

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

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

Taxation of Gains on Sale

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

Passive Foreign Investment Company Status

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

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

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

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

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

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

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

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

Taxation of Dividends

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

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

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

Estate and Gift Tax

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

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

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

The Company is subject to the information requirements of the Securities Exchange Act of ’34, as amended. Accordingly the monthly Form 6-K and Annual Form 20-F are filed with the SEC. A copy of any document filed can be read at the SEC's public reference room at 100 F Street, N. E., Washington, D.C. 20549. For further information, please call the SEC at 1-800-SEC-0330 on the public reference rooms. The Company’s SEC filings are also available to the public at the SEC's web site at "http:/www.sec.gov”.

I. Subsidiary Information

Additional information not applicable.

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. Debt Securities

Not applicable.

B. Warrants and Rights

Not applicable.

C. Other Securities

Not applicable.

D. American Depositary Shares

Not applicable.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15. Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

CityView’s management, under the supervision and with the participation of it’s chief executive officer and chief accounting officer, conducted an evaluation of it’s "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules (13a-15(e)). CityView’s disclosure controls and procedures apply to all wholly owned CityView companies. CityView’s chief executive officer and chief accounting officer have concluded that as of the evaluation date December 31, 2008, its disclosure controls and procedures are effective.

Scope of Management’s Report on Internal Control over Financial Reporting

Management has not evaluated or tested the internal controls of the entities accounted for via proportionate consolidation as described and listed in note 18 to the consolidated financial statements (collectively, the “Excluded Entities”).

The Excluded Entities accounted for via proportionate consolidation represents 0% of consolidate net assets, as of December 31, 2008 and 0% of the consolidated net income for the year ended December 31, 2008.

Management has been unable to access the effectiveness of internal controls at the Excluded Entities because CityView does not have the ability to dictate or modify the controls of the Excluded Entities and does not have the ability in practice, to assess those controls. Accordingly management’s evaluation of CityView’s internal control over financial reporting did not include an evaluation of the internal controls of any of the Excluded Entities, and management’s conclusions regarding the effectiveness of CityView’s internal control over financial reporting does not extend to the internal controls of any of the Excluded Entities.

Management’s Annual Report on Internal Control over Financial Reporting

Management of CityView is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in the Securities Exchange Act of 1934 Rules (13a-15(f). CityView’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) as well as with IFRS as approved by Australia on December 31, 2008 and includes those policies and procedures that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of CityView.

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, in accordance with IFRS as issued by the IASB as well as IFRS as approved by Australia on December 31, 2008, and that our receipts and expenditures are being made only in accordance with authorizations of CityView’s management and directors; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

CityView’s management assessed the effectiveness of its internal control over financial reporting as of December 31, 2008. In making this assessment, CityView’s management used the criteria set forth by the Committee of Sponsoring Organisations of the Treadway Commission, or COSO, in Internal Control-Integrated Framework.

Based upon its assessment, CityView’s management concluded that, as of December 31, 2008, its internal control over financial reporting is effective based upon those criteria.

In compliance with temporary rules the effectiveness of our internal control over financial reporting as of December 31, 2008 it is not required for small issuers at this time.

Changes in Internal Control over Financial Reporting

During the fiscal year 2008, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

ITEM 16A. Audit Committee Financial Expert

The Company has established an Audit Committee, which is responsible for the following:

Oversee the existence and maintenance of internal controls and accounting systems, including the implementation of mandatory and non-mandatory accounting policies and reporting requirements;

Oversee the financial reporting process, including reviewing and reporting to the Board on the accuracy of all financial reports lodged with ASX which include the quarterly, half-yearly and annual financial reports;

Recommend to the Board the nomination, removal and remuneration of the external auditors; and

Review the external audit arrangements, including ensuring that any non-audit services provided do not impair the auditors independence.

The Audit Committee meets and reports to the Board as required, but in any case at least twice each year and its members are Messrs Brady, Rand and Smyth. The Committee has authority to seek any pertinent information it requires from any employee or external party. Qualifications held by the individuals on the Audit Committee are included in Item 6 of this Report.

The Audit committee does not follow ASX recommendations as the members are not all independent and not all members are non-executive directors. The Audit Committee is comprised of those directors the Board considers best qualified to carry out the responsibilities required of an Audit Committee. It is Company policy that the Committee must comprise of at least three members. Any member of the Committee is able and obliged to bring any matter to the attention of the Board where the member believes the matter has not been adequately dealt with by the Committee or is of significant importance that the Board should be informed.

The Chief Executive Officer and Company Secretary are required to state in writing to the Board that the Company’s financial reports present a true and fair view of the Company’s financial condition and that operation results are reported in accordance with relevant accounting standards.

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

Audit Committee Charter

Objectives:

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

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

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

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

The Audit Committee makes regular reports to the Board.

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

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

2.	Review the annual audited financial statements with management, including major issues regarding accounting and auditing principles and practices as well as the adequacy of internal controls that could significantly affect the Company’s financial statements.

3.	Review an analysis prepared by management and the independent auditor of significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements.

4.	Review with management and the independent auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company’s financial statements.

5.	Review with management and the independent auditor the Company’s quarterly financial statements prior to the filing of them with the relevant regulators.

6.	Meet periodically with management to review the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures.

7.	Review major changes to the Company’s auditing and accounting principles and practices as suggested by the independent auditor, internal auditors or management.

8.	Recommend to the Board the appointment of the independent auditor, which firm is ultimately accountable to the Audit Committee and the Board.

9.	Review the experience and qualifications of the senior members of the independent auditor team and the quality control procedures of the independent auditor. Review the experience and qualifications of the Company’s senior finance executives.

10.	Approve the fees to be paid to the independent auditor.

11.	Establish guidelines for the retention of the independent auditor for any non-audit service.

12.	Receive periodic reports from the independent auditor regarding the auditor’s independence, discuss such reports with the auditor, and if so determined by the Audit Committee, recommend that the Board take appropriate action to satisfy itself of the independence of the auditor.

13.	Evaluate together with the Board the performance of the independent auditor and, whether it is appropriate to rotate independent auditors on a regular basis. If so determined by the Audit Committee, recommend that the Board replace the independent auditor.

14.	Recommend to the Board guidelines for the Company’s hiring of employees of the independent auditor who were engaged on the Company’s account.

15.	Review the appointment and replacement of the senior internal auditing executive.

16.	Review the significant reports to management prepared by the internal auditing department and management’s responses.

17.	Meet with the independent auditor prior to the audit to review the planning and staffing of the audit.

18.	Obtain from the independent auditor assurance that Section 10A of the Private Securities Litigation Reform Act (1995) is adhered to.

19.

Obtain reports from management, the Company’s senior internal auditing executive and the independent auditor that the Company’s subsidiary/foreign affiliated entities are in conformity with applicable legal requirements and the Company’s Code of Conduct/Ethics, including disclosures of insider and affiliated party transactions.

20.	Discuss with the independent auditor the matters required to be discussed in relating to the conduct of the audit.

21.	Review with the independent auditor any problems or difficulties the auditor may have encountered and any management letter provided by the auditor and the Company’s response to that letter.

Such review should include:

(a)	Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information, and any disagreements with management.

(b)	Any changes required in the planned scope of the internal audit.

(c)	The internal audit department responsibilities, budget and staffing.

22.	Prepare the report required by the rules of the Australian Securities Exchange/Securities Exchange Commission.

23.	Advise the Board with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations and with the Company’s Code of Conduct/Ethics.

24.	Review with the Company’s General Counsel legal matters that may have a material impact on the financial statements, the Company’s compliance policies and any material reports or inquiries received from regulators or governmental agencies.

25.	Assess its performance of the duties specified in this charter and report its findings to the Board of Directors.

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

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

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

In addition, the “financial expert” should have:

·	an understanding of generally accepted accounting principles and financial statements

·	the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves

·	experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity generally comparable to those of the issuer’s financial statements, or experience actively supervising one or more person engaged in such activities

·	an understanding of internal controls and procedures for financial reporting

·	an understanding of audit committee functions

The attributes of the “financial expert” will have been acquired through any one or more of the following ways:

·	education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of a similar function

·	experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions

·	experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements

·	other relevant experience

·	an understanding of internal controls and procedures for financial reporting

·	an understanding of audit committee functions.

The Company designated Bernard Brady as its “financial expert” on the Audit Committee in that Mr Brady fulfils some but not all of the criteria set out in Section 407. Mr Brady has:

·	an understanding of generally accepted accounting principles and financial statements

·	the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves

·	an understanding of internal controls and procedures for financial reporting.

ITEM 16B. Code of Ethics

This report outlines the code of conduct in place for directors and managers and employees of CityView Corporation Limited.

All directors, managers and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the consolidated entity. Every employee has a nominated supervisor to whom they may refer any issues arising from their employment.

Code of Conduct

This code of conduct sets out the standard which the Board, management and employees of the Company are encouraged to comply with when dealing with each other, shareholders and the broader community.

Commitment of the Board and Management to Corporate Code of Conduct

The Board and management approve and endorse this code of conduct and support the code and all it strives to achieve.

The Board and management encourage all staff to consider the principles of the code and use them as a guide to determining how to respond when acting on behalf of the Company.

Responsibilities to Shareholders and the Financial Community Generally

The Company aims to:

·	Increase shareholder value within an appropriate framework which safeguards the rights and interests of the Company’s shareholders and the financial community; and

·	Comply with systems of control and accountability which the Company has in place as part of its corporate governance with openness and integrity.

Responsibilities to Clients, Customers and Consumers

The Company is to comply with all legislative and common law requirements which affect its business, in particular those in respect of occupational health and safety, the environment, native title and cultural heritage. Any transgression from the applicable legal rules is to be reported to the managing director as soon as a person becomes aware of such a transgression.

Employment Practices

The Company will employ the best available staff and consultants with skills required to carry out vacant positions.

The Company will ensure a safe work place and maintain proper occupational health and safety practices commensurate with the nature of the Company’s business and activities.

Responsibility to the Community

The Company will recognise, consider and respect environmental issues which arise in relation to the Company’s activities and comply with all applicable legal requirements.

Responsibility to the Individual

The Company recognises and respects the rights of individuals and to the best of its ability will comply with the applicable legal rules regarding privacy, privileges, private and confidential information.

Obligations Relative to Fair Trading and Dealing

The Company will deal with others in a way that is fair and will not engage in deceptive practices.

Conflicts of Interest

The Board, management and employees must not involve themselves in situations where there is a real or apparent conflict of interest between them as individuals and the interest of the Company. Where a real or apparent conflict of interest arises the matter should be brought to the attention of the Chairperson in the case of a board member or the managing director, the managing director in the case of a member of management and a supervisor in the case of an employee, so that it may be considered and dealt with in an appropriate manner for all concerned.

Compliance with the Code

Any breach of compliance with this code is to be reported directly to the managing director or chairperson, as appropriate.

Periodic Review of Code

The Company will monitor compliance with the code periodically by liaising with the Board, management and staff especially in relation to any areas of difficulty which arise from the code and any other ideas or suggestions for improvement of the code. Suggestions for improvements or amendments to the code can be made at any time by providing a written note to the managing director.

Incorporation of Code of Conduct for Executives

The Code of Conduct for Executives forms part of the Corporate Code of Conduct. It provides as follows:

All Executives will:

1.	Actively promote the highest standards of ethics and integrity in carrying out their duties for the Company.

2.	Disclose any actual or perceived conflicts of interest of a direct or indirect nature of which they become aware and which they believe could compromise in any way the reputation or performance of the Company.

3.	Respect confidentiality of all information of a confidential nature which is acquired in the course of the Company’s business and not disclose or make improper use of such confidential information to any person unless specific authorisation is given for disclosure or disclosure is legally mandated.

4.	Deal with the Company’s customers, suppliers, competitors and each other with the highest level of honesty, fairness and integrity and to observe the rule and spirit of the legal and regulatory environment in which the Company operates.

Protect the assets of the Company to ensure availability for legitimate business purposes and ensure all corporate opportunities are enjoyed by the Company and that no property, information or position belonging to the Company or opportunity arising from these are used for personal gain or to compete with the Company.

6.	Report any breach of this code of conduct to the chairperson, who will treat reports made in good faith of such violations with respect and in confidence.

Statement of Corporate Governance

The ASX Corporate Governance Council requires that the Company must disclose the extent to which it has followed best practice recommendations, identify which recommendations have not been followed and the reason for not adopting the recommendations.

The ASX Corporate Governance Council recognises that not all recommendations are appropriate for all companies and those companies should only adopt those recommendations that are suitable in each individual case.

The following is a summary of policies adopted by the Company and where appropriate, explanations of where best practice recommendations have not been applied.

Board Composition and Functions

Under the Company’s Constitution, the Board is required to consist of at least three and no more than ten directors. If the Company has three or more directors, one third of the directors, with the exception of the Chief Executive, must retire and seek re-election at the Annual General Meeting each year.

The Board of the Company currently consists of three independent non-executive directors and one executive director. The Board is considered to be comprised of directors with the experience and qualifications best suited to the Company’s size and range of activities.

The Board is responsible for corporate strategy, implementation of business plans, allocation of resources, approval of budgets and capital expenditure and the adherence to Company policies.

The Board is also responsible for compliance with the Code of Conduct, overseeing risk management and internal controls and the assessment, appointment and removal of the Chief Executive, Company Secretary and other senior management.

Directors of the Company during the financial year and information pertaining to individual directors, is included in the Director’s Report. Board members have the right to seek independent professional advice in the furtherance of their duties as directors at the Company’s expense.

Director Independence

The Company has established guidelines for testing the independence of directors. A director is considered to be independent if they satisfy certain criteria, the most significant being:

The director must be in a non-executive role where any fees payable by the Company could not be considered to make the director reliant on such remuneration. The director must have no other material contractual relationship with the Company other than as a director of the Company;

The director is not a substantial shareholder of the Company;

The director has not been employed in an executive capacity by the Company and has not been a principal of a material adviser or consultant to the Company within the last three years, and

The director is free from any interest which could reasonable be perceived to materially interfere with the director’s ability to act in the best interests of the Company.

Terms of Office

The company’s Constitution specifies that no director (except for the managing director) may retain office without re-appointment for more than three years or past the third annual general meeting following the directors appointment, whichever is the longer.

Chairman and Chief Executive Officer (CEO)

The Chairman when appointed is responsible for leading the Board, ensuring directors are properly briefed in all matters relevant to their role and responsibilities, facilitating board discussions and managing the Board’s relationship with the Company’s senior executives.

The CEO is responsible for implementing group strategies and policies. The Board charter specifies that these are separate roles to be undertaken by separate people.

Commitment

The Board held nineteen board meetings during the year.

It is the company’s practice to allow its executive directors to accept appointments outside the company.

Prior to appointment or being submitted for re-election, each non-executive director is required to specifically acknowledge that they have and will continue to have the time available to discharge their responsibilities to the company.

Risk Management

The Board is responsible for the identification of significant areas of business risk, implementing procedures to manage such risks and developing policies regarding the establishment and maintenance of appropriate ethical standards to:

Ensure compliance in legal, statutory and ethical matters;

Monitor the business environment;

Identify business risk areas;

Identify business opportunities; and

Monitor systems established to ensure prompt and appropriate responses to shareholder complaints and enquiries.

The Board meets on a regular basis. The Company does not follow the ASX best practice recommendation that the Company should have an internal control function. The Board considers that the Company is not of a size or operational complexity to warrant the implementation of a separate internal control function.

Audit Committee

The Company has established an Audit Committee, which is responsible for the following:

Oversee the existence and maintenance of internal controls and accounting systems, including the implementation of mandatory and non-mandatory accounting policies and reporting requirements;

Recommend to the Board the nomination, removal and remuneration of the external auditors; and

Review the external audit arrangements, including ensuring that any non-audit services provided do not impair the auditors independence.

Corporate Reporting

External Auditors

The Company and the Audit Committee policy, is to appoint external auditors who clearly demonstrate quality and independence. Somes and Cooke were appointed as the external auditor in 2008.

An analysis of fees paid to external auditors, including a break down of fees for non audit services, is provided in the director’s report and in note 5 to the financial statements. It is the policy of the external auditors to provide an annual declaration of their independence.

The external auditor will attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the audit report.

Continuous Disclosure and Shareholder Communication

The Company follows the ASX listing rule 3.1 in complying with continuous disclosure requirements. Once the company is or becomes aware of any information concerning it that a reasonable person would expect to have a material effect on the price or value of the company’s securities, the company will immediately advise the ASX.

The CEO and the Company Secretary have been nominated as the persons responsible for communication with the ASX. This role includes responsibility for ensuring compliance with the continuous disclosure requirements in the ASX Listing Rules and overseeing and coordinating information disclosure to the ASX, analysts, brokers, shareholders, the media and the public.

Hedging Committee

The Company does not follow ASX Best Practice recommendations with regard to hedging. The Board considers that the Company is not of a size or operational complexity to warrant the implementation of a separate hedging committee.

Procedure for the Selection of New Directors

The Company believes it is not of a size to justify having a Nomination Committee. If any vacancies arise on the Board, all directors are involved in the search and recruitment of a replacement.

Corporate performance is enhanced when the Board has an appropriate mix of skills and experience. The Board is evaluated before a candidate is selected to join the Board. Candidates are nominated by existing Board members and, if necessary, independent search consultants are utilised. Where a director nominates a candidate for the Board, the director must disclose any pre-existing relationship with the nominee. New directors are provided with a letter of appointment setting out their responsibilities and rights and are provided with a copy of the Company’s Constitution.

ITEM 16C.

Principal Accountant Fees and Services

The aggregate fees billed for the last five fiscal years for professional services rendered by the Company’s auditors are as follows:

	2008 AUD$		2007 AUD$		2006 AUD$		2005 AUD$		2004 AUD$
Audit fees		14,562		35,000		35,000		42,565		38,165
Tax services		-		15,000		10,000		6,300		7,905
		14,562		50,000		45,000		48,865		46,070

ITEM 16D.

Exemption from the Listing Standards for Audit Committees

Not Applicable.

ITEM 16E

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

PART III

ITEM 17. FINANCIAL STATEMENTS

CITYVIEW CORPORATION LIMITED

ACN 009 235 634

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

	Page Number

Auditor's Report	38

Income Statement	41

Balance Sheet	42

Cash Flow Statement	43

Statement of Changes in Equity	44

Notes to and forming part of the Financial Statements	45

CITYVIEW CORPORATION LIMITED

INCOME STATEMENT

FOR THE YEARS ENDED DECEMBER 31,

	NOTE		2008 $			2007 Restated $			2006 Restated $

Revenue		2		92,250			210,063			49,185
Share of net profit of associates accounted for
using the equity method of accounting				-			-			357
Administration expenses				(1,337,070	)		(819,487	)		(318,873	)
Employee wages and benefits expense				(292,485	)		(121,286	)		(77,651	)
Employee share based payment		29		(201,230	)		(2,710,370	)		-
Consulting/Legal expenses				(1,288,602	)		(667,966	)		(574,618	)
Depreciation and amortisation expense				(15,197	)		(7,329	)		(2,120	)
Occupancy Expenses				(95,030	)		(79,897	)		(58,671	)
Exploration & Development expenses		14		-			(2,157,059	)		(294,409	)
Marketing expenses				(538,525	)		(430,820	)		(38,005	)
Write off receivable - Madura & Simenggaris				-			-			(5,680,134	)
Impairment of other Financial Assets		8,10 & 12		(30,607,931	)		(5,267,620	)		(2,034,668	)
Write off – Cameroon Oil deposit		9		-			(1,896,409	)		-
Write off – Fee in relation Enditrade Logistics				(2,000,000	)		-			-
Write off – Refinery settlement				(800,000	)		-			-
Other expenses from ordinary activities				(30,943	)		(26,516	)		(26,786	)

Loss before income tax expense		3		(37,114,763	)		(13,974,696	)		(9,056,393	)

Income tax expense				-			-			-
Loss for the year				(37,114,763	)		(13,974,696	)		(9,056,393	)

Loss attributable to members of the parent entity				(37,114,763	)		(13,845,403	)		(9,056,393	)
Minority Interest				-			(129,293	)		-
				(37,114,763	)		(13,974,696	)		(9,056,393	)

Basic loss per share (cents per share)		21		(8.75c	)		(5.50c	)		(6.47c	)
Where diluted losses per share are not diluted, they are not disclosed.

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

CITYVIEW CORPORATION LIMITED

BALANCE SHEET

FOR THE YEARS ENDED DECEMBER 31,

	NOTE		2008 $			2007 Restated $			2006 Restated $

ASSETS
Current assets
Cash		6		128,912			12,160,763			906,440
Receivables		7		27,928			66,449			17,679
Total current assets				156,840			12,227,212			924,119

Non-current assets
Receivables		8		-			-			-
Other financial assets		9		-			-			-
Available for sale financial assets		10		-			2			-
Equipment		11		24,755			34,890			10,874
Oil assets		12		-			-			-
Investments accounted for using
the equity method of accounting		13		-			-			-
Exploration and evaluation expenditure		14		-			-			-
Total non-current assets				24,755			34,892			10,874
Total assets				181,595			12,262,104			934,993

LIABILITIES
Current liabilities
Payables		15		97,010			300,105			12,503
Interest bearing liabilities		16		-			-			-
Total current liabilities				97,010			300,105			12,503

Non-current liabilities
Provisions		17		-			-			-
Total non-current liabilities				-			-			-
Total liabilities				97,010			300,105			12,503

Net assets				84,585			11,961,999			922,490

EQUITY
Contributed equity		18(a)		107,315,153			81,930,730			62,377,938
Reserves		19		5,185,046			4,983,816			-
Accumulated losses		20		(112,415,614	)		(75,300,851	)		(61,455,448	)
Minority Interests		31		-			348,304			-
Total equity				84,585			11,961,999			922,490

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

CITYVIEW CORPORATION LIMITED

CASH FLOW STATEMENT

FOR THE YEARS ENDED DECEMBER 31,

	NOTE		2008 $			2007 Restated $			2006 Restated $

Cash flows from operating activities
Interest received				92,250			210,063			49,185
Payments to suppliers and employees				(5,303,255	)		(1,670,738	)		(1,005,883	)
Net cash outflow from operating activities		24(b)		(5,211,005	)		(1,460,675	)		(956,698	)

Cash flows from investing activities
Sale of one fifth of investment in Medco Madura				-			-			-
Exploration & development expenditure				(4,587,152	)		-			-
Other financial assets				(8,354,253	)		-			-
Payment for property, plant & equipment				-			-			-
Loan – Glenvale Associates				-			-			(670,601	)
Payments for acquisition of subsidiaries				-			(1,853,421	)		(179,960	)
Payments for available for sale assets				-			(7,164,032	)		(263,747	)
Net cash outflow from investing activities				(12,941,405	)		(9,017,453	)		(1,114,308	)

Cash from financing activities
Payment of loans				-			-			(210,500	)
Proceeds from pro-rata option issue							2,273,446			-
Proceeds from the issue of shares				8,596,289			20,304,121			3,227,265
Share issue costs				(2,475,730	)		(845,116	)		(205,323	)
Net cash inflow from financing activities				6,120,559			21,732,451			2,811,442

Net increase/(decrease) in cash				(12,031,851	)		11,254,323			740,436
Cash at the beginning of the period				12,160,763			906,440			166,004
Cash at the end of the period		24(a)		128,912			12,160,763			906,440

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

CITYVIEW CORPORATION LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31,

	NOTE		2008 $			2007 Restated $			2006 Restated $

Total equity at the beginning of the
financial year				11,961,999			922,490			5,886,941

Minority Interest		31		(348,304	)		348,304			-

Loss for the year				(37,114,763	)		(13,845,403	)		(9,056,393	)

Total recognised income and expenses
for the year				(37,114,763	)		(13,845,403	)		(9,056,393	)

Shares Issued		18		27,864,789			20,664,121			4,297,265
Reserves		18		(2,480,366	)		4,983,816			-
Share Issue Cost		19		201,230			(1,111,329	)		(205,323	)
				25,585,653			24,536,608			4,091,942


Total equity at the end of the
financial year				84,585			11,961,999			922,490

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

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

1. Statement of Significant Accounting Policies

(a) Basis of Reporting

The financial report is a general-purpose financial report, which has been prepared in accordance with the Corporations Act 2001, all applicable Australian Accounting Standards and Australian Accounting interpretations.

The financial report covers the consolidated entity CityView Corporation Limited (“CityView”) and its controlled entities and CityView as an individual parent entity. CityView is a listed public company, incorporated and domiciled in Australia. The accounting policies have been consistently applied to all years presented unless otherwise stated.

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

Compliance with IFRS

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

Historical cost convention

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

Significant Accounting Policies

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

Voluntary Change in Accounting Policy

Exploration and Evaluation Expenditure

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

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

The reason why the directors have adopted this policy are:

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

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

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

The following changes have been made to the comparative figures.

Consolidated Entity – Correction of error

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

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

Statement of Significant Accounting Policies (cont)

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

(b) Principles of Consolidation

A controlled entity is an entity controlled by CityView. Control exists where CityView has the capacity to dominate the decision making in relation to the financial and operating policies of another entity so that the other entity operates with CityView to achieve the objectives of CityView. A list of controlled entities is contained in Note 23 to the financial statements.

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

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

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

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

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

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

· Further issue of shares

· Sale of exploration properties held by associates

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

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

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

(d) Income Tax

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

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

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

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

Statement of Significant Accounting Policies (cont)

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

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

(e) Foreign Currency

(i) Functional and presentation currency

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

(ii) Transactions and balances

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

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

(iii) Group companies

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

Ø	Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet,

Ø	Income and expenses for each income statement are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction date, in which case income and expenses are translated at the dates of the transactions), and

Ø	All resulting exchange differences are recognised as a separate component of equity.

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

(f) Exploration and Evaluation Expenditure

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

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

Statement of Significant Accounting Policies (cont)

The policy previously adopted is set out below.

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

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

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

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

(g) Equipment

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

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

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

(h) Depreciation

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

(i) Impairment of Assets

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

(j) Investments in Associates

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

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

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

Statement of Significant Accounting Policies (cont)

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

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

(k) Payables

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

(l) Receivables

Trade and other receivables are recorded at amounts due less provision for doubtful debts if recovery of the full amount due is no longer probable. Bad debts are written off when identified.

(m) Employee Entitlements

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

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

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

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

Share based payments

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

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

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

(n) Cash

For the purpose of the statement of cash flows, cash includes:

- Cash on hand and at call deposits with banks or financial institutions, net of bank overdrafts; and

- Investments in money market instruments with less than 20 days to maturity.

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

Statement of Significant Accounting Policies (cont)

(o) Revenue

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

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

(p) Comparative Figures

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

(q) Earnings per share

Basic earnings per share

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

Diluted earnings per share

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

(r) GST

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

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

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

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

(s) Business combinations

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

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

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

Statement of Significant Accounting Policies (cont)

(t) Investments

(i) Available for sale financial assets

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

(ii) Loans and receivables

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

(u) Fair value estimations

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

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

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

(v) Contributed equity

Ordinary shares are classified as equity.

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

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

(w) New standards and interpretations not yet adopted

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


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

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

Statement of Significant Accounting Policies (cont)


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

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

(x) Critical accounting estimates and judgements

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

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

			Consolidated Entity
	31-Dec-08 $		31-Dec-07 Restated $		31-Dec-06 Restated $

2. Revenue
Interest received – other parties	92,250		210,063		49,185
Total Revenue	92,250		210,063		49,185

3. Loss from ordinary activities
Loss from ordinary activities before income tax has been determined after:
Expenses
General and administrative expenses	2,294,053		1,478,006		519,986
Share based payments	201,230		2,710,370		-
Depreciation	15,197		7,329		2,120
Consultants/Legal Services	1,288,602		667,966		574,618
Drilling expenses	-		-		294,409
Write off receivables – Madura & Simenggaris	-		-		5,680,134
Impairment of Other Financial Assets	30,607,931		5,267,620		2,034,668
Write off - Exploration & Development expenses	-		2,157,059		-
Write off – Cameroon Oil deposit	-		1,896,409		-
Write off – Fee in relation to Enditrade Logistics	2,000,000		-		-
Write off – Refinery settlement	800,000		-		-
	37,207,013		14,184,759		9,105,935

(a) Income tax benefit
Current tax	-		-		-
Deferred tax	-		-		-
	-		-		-
Income tax benefit is attributable to:
Loss from continuing operations	-		-		-
Aggregate income tax benefit	-		-		-

Deferred income tax (revenue) expense comprises:
Decrease (increase) in deferred tax assets	-		-		-
Decrease (increase) in deferred tax liabilities	-		-		-
	-		-		-
(b) Numerical reconciliation of income tax expense to prima facie tax payable
Loss from continuing operations before income tax expense
	37,114,763		(13,974,696	)	(9,056,393	)
Tax at the Australian tax rate of 30% (2007-30%)	(11,134,428	)	(4,192,408	)	(2,716,917	)
Permanent non-deductible difference	10,047,579		3,764,141		2,414,383
Losses not recognised	1,086,849		428,267		302,534
Income tax benefit	-		-		-

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

4. Income Tax (cont)

		Consolidated Entity
	31-Dec-08 $	31-Dec-07 Restated $		31-Dec-06 Restated $

(c) Tax losses
Unused tax losses for which no deferred tax asset has been recognised	21,186,596		17,563,764		16,136,207
Potential tax benefit @ 30%	6,355,978		5,269,129		4,840,862

5. Remuneration of Auditors

Amounts paid/payable to Somes and Cooke and BDO for audit of the financial report for the company:

Auditing services	14,562	35,000	35,000
	14,562	35,000	35,000
Amounts paid/payable to Somes and Cooke and BDO for non-audit taxation services performed for the company:

Taxation services	-	15,000	10,000
	-	15,000	10,000

6. Cash and Cash Equivalents

Cash on hand	500	500	500
Cash at bank	128,412	388,553	111,801
Deposits at call	-	11,771,710	794,139
	128,912	12,160,763	906,440

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

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

7. Trade and Other Receivables

Deposits	6,352	6,352	6,352
GST – Receivable	21,576	60,097	11,327
	27,928	66,449	17,679

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

Consolidated Entity

31-Dec-08

31-Dec-07

Restated

31-Dec-06

Restated

8. Non Current Receivables

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

9. Non-Current Other Financial Assets

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

10. Non-Current Available for sale Financial Assets

Investment - Quest Middle East Limited at cost	-		-		263,748
Investment – Madura/ Simenggaris at cost	-		-		2
Investment – European Oil Limited at cost (c)	1,600,910		713,150		-
Investment – Fortitude Minerals at cost	15,519,734		4,818,220		-
Investment – Pensador Resources Inc at cost	13,637,060		-		-
Investment – Canzar Resources at cost	5,381,595		-		-
Impairment note (a)	(36,139,301	)	(5,531,370	)	(263,748	)
	-		2		2

Balance at the beginning of the year	2		2		2
Additions	30,607,929		5,537,370		263,748
Disposals (sale and redemption)	-		-		-
Impairment	(30,607,931	)	(5,531,370	)	(263,748	)
	-		2		2

Unlisted securities (note (b))
Equity securities	-		2		2
	-		2		2

(a) Impairment

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

(b) Unlisted securities

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

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

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

Consolidated Entity

31-Dec-08

31-Dec-07

Restated

31-Dec-06

Restated

11. Equipment

Equipment at cost	73,630		73,630		42,285
Disposals	(22,504	)	-		-
Less accumulated depreciation	(26,371	)	(38,740	)	(31,411	)
	24,755		34,890		10,874

Balance at the beginning of year	34,890		10,874		885
Additions	5,062		31,345		12,109
Depreciation expense	(15,197	)	(7,329	)	(2,120	)
Carrying amount at year end	24,755		34,890		10,874

12. Oil Assets

Acquisition costs and exploration and development expenditure carried forward in respect of areas of interest – at cost.

13. Investments accounted for using the equity method

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

14. Exploration and Evaluation Expenditure

Exploration and evaluation costs	-	-		-
	-	-		-

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

15. Trade and Other Payables

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

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

Consolidated Entity

31-Dec-08

31-Dec-07

Restated

31-Dec-06

Restated

16. Interest Bearing Liabilities

Loan payable to a major shareholder

17. Non Current Payables

Long service leave provision	-	-	-
	-	-	-

Balance at the beginning of year	-	-	18,000
Add long service leave provision	-	-	-
Less Long service leave paid	-	-	(18,000	)
	-	-	-

18. Contributed Equity

(a) Share capital

	Number of Shares		Share Capital
				$
Ordinary fully paid shares at December 31, 2006		182,333,232		62,377,938
Ordinary fully paid shares at December 31, 2007		333,692,632		81,930,730
Ordinary fully paid shares at December 31, 2008		561,873,441		107,315,153

(b) Movements in ordinary shares on issue

Balance at beginning of year		333,692,632		81,930,730
Exercise of options		111,596		19,299
Issue of fully paid ordinary shares @ $0.0125		63,819,213		797,740
Issue of fully paid ordinary shares @ $0.10		36,000,000		3,600,000
Issue of fully paid ordinary shares @ $0.11		5,000,000		550,000
Issue of fully paid ordinary shares @ $0.15		9,000,000		1,350,000
Issue of fully paid ordinary shares @ $0.175		12,500,000		2,187,500
Issue of fully paid ordinary shares @ $0.222		75,000,000		16,650,000
Issue of fully paid ordinary shares @ $0.238		2,000,000		476,000
Issue of fully paid ordinary shares @ $0.022 in satisfaction of promotion and marketing of the company		4,000,000		88,000
Issue of fully paid ordinary shares @ $0.10 in satisfaction of fees in relation to Enditrade Logistics		20,000,000		2,000,000
Issue of fully paid ordinary shares @ $0.195 in satisfaction of promotion and marketing of the company		750,000		146,250
Share issue costs		-		(2,480,366	)
Ordinary fully paid shares at December 31, 2008		561,873,441		107,315,153

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

18. Contributed Equity (cont)

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

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

(c)

Options:

As at December 31, 2008 there were 96,529,950 options on issue. The options have a exercise price of 15c and expire on November 30, 2009.

(d)	Dividends:

The Directors declared no dividend during the reporting period.

(e)	Franking credits:

The Company retains no franking credits for the year ended December 31, 2008 and the year ended December 31, 2007.

(f)	Capital risk management:

The group and the parent entity’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue to potentially provide for shareholders in the future and to maintain an optimal capital structure to reduce the cost of capital.

As at December 31, 2007 and 2008 the parent and group entities were debt free, the gearing ratio’s for both parent and group was zero.

Consolidated Entity

31-Dec-08

31-Dec-07

Restated

31-Dec-06

Restated

19. Reserves

Reserves

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

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

	Consolidated Entity
	31-Dec-08 $		31-Dec-07 Restated $		31-Dec-06 Restated $
20. Accumulated losses
Accumulated losses at the beginning of the financial year		75,300,851		61,455,448		52,399,055
Net loss attributable to the members of the entity		37,114,763		13,845,403		9,056,393
Accumulated losses at the end of this financial year		112,415,614		75,300,851		61,455,448

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

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

22. Financial Reporting by Segments

(a) Primary Segments


	Investments				Exploration		Unallocated		Consolidated
	31 Dec 08		31 Dec 07		31 Dec 08	31 Dec 07	31 Dec 08	31 Dec 07	31 Dec 08		31 Dec 07

	$		$		$	$	$	$	$		$

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

The major products and services covered by those segments are:

Investments from general financing and corporate activities

Exploration of minerals and oil and gas interests

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

22. Financial Reporting by Segments (Continued)

(b) Secondary Segments

	Indonesia				Africa/Middle East					Australia						Unallocated				Consolidated

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

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

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

23. Particulars Relating to All Entities

	Country of Incorporation	Type of Shares Held	Principal Activity	Ownership interest
Parent entity				2008	2007
CityView Corporation Limited	Australia	Ordinary	Investment	100%	100%

Controlled entities
CityView Asia Pty Ltd	Australia	Ordinary	Exploration	100%	100%
Glenvale Associates Limited	Belize	Ordinary	Exploration	-	79%

Other Financial Assets
European Oil Limited	UK	Ordinary	Exploration	70%	-
Fortitude Minerals Limited	Belize	Ordinary	Exploration	45%	8.00%
Pensador Resources Inc.	USA	Ordinary	Exploration	18.5%	-
Quest Energy Middle East Limited	UAE	Ordinary	Exploration	-	8.30%
Medco Madura Pty Ltd	Australia	Ordinary	Exploration	-	2.65%
Medco Simenggaris Pty Ltd	Australia	Ordinary	Exploration	-	2.50%

The accounts of, Fortitude Minerals Limited are not included in the consolidated accounts according to the equity method of accounting for investments because the Company does not exercise a significant influence over those companies.

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

	Consolidated Entity
24. Notes to Cash Flow Statement	31-Dec-08 $		31-Dec-07 Restated $		31-Dec-06 Restated $
(a) Reconciliation of cash
Cash at the end of the financial year as shown in the cash flow statement is reconciled to the related items in the balance sheet as follows:

Cash		128, 912		12,160,763		906,440
		128,912		12,160,763		906,440

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

				Consolidated Entity

	31-Dec-08 $			31-Dec-07 Restated $			31-Dec-06 Restated $
24. Notes to Cash Flow Statement (cont)

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

(c) For the purpose of the statement of cash flows, cash includes cash on hand and in banks and investments in money market instruments, net of outstanding bank overdrafts.

	31-Dec-08 Restated $		31-Dec-07 Restated $		31-Dec-06 Restated $
25. Non-cash investing activity

Acquisition of shares in Glenvale		-		-		920,000
Acquisition of shares in Fortitude		16,500,000		-		-

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

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

26. Financial Instruments

Financial Risk Management

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

(a) Interest Rate Risks

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

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

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

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

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

			Interest rate risk
			-1%						+1%
December 31, 2008	Carrying amount $		Profit $			Equity $			Profit $		Equity $
Financial assets

Cash and cash equivalents		128,912		(1,289	)		(1,289	)		1,289		1,289

Total increase/(decrease)				(1,289	)		(1,289	)		1,289		1,289

(b) Liquidity risk

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

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

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

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

26. Financial Instruments (cont)

(d) Credit Risk

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

The Company does not have any significant credit risk exposure to a single debtor or group of debtors having similar characteristics.

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

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

(e) Net Fair Value

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

27. Key management personal disclosure

(a) Directors

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

(i)	Chairman – non-executive
	M A Africano	(from October 22, 2008)

(ii)	Executive directors
	P M Smyth	Chief Executive

(iii)	Non - executive directors
	R J F Brothers
	P Rand	(from October 27, 2008)
	W V Reid	(from October 27, 2008)
	P G H Smith	(from January 1, 2008 – April 21, 2008)
	I Egan	(from April 21, 2008 – October 27, 2008)
	N Hoexter	(from January 1, 2008 – October 27, 2008)
	P de Chazal	(from January 1, 2008 – October 27, 2008)

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

27. Key management personal disclosure (cont)

(b) Key management personal compensation


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

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

(i) Option holdings

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


2008 Name	Balance at start of year	Received during the year	Exercised during the year	Other changes during the year	Balance at the end of the year

M A Africano	-	-	-	-	-
P M Smyth	5,210,086	-	-	-	5,210,086
R J F Brothers	-	3,000,000	-	-	3,000,000
P Rand	-	-	-	-	-
W V Reid	-	-	-	-	-
P G H Smith	-	-	-	-	-
I R Egan	-	-	-	-	-
N P Hoexter	3,000,000	-	-	-	3,000,000
P A de Chazal	3,000,000	-	-	-	3,000,000


2007 Name	Balance at start of year	Received during the year	Exercised during the year	Other changes during the year	Balance at the end of the year

P M Smyth	-	5,000,000	-	210,086	5,210,086
P G H Smith	-	3,000,000	-	-	3,000,000
N P Hoexter	-	3,000,000	-	-	3,000,000
P A de Chazal	-	3,000,000	-	-	3,000,000
R J F Brothers	-	-	-	-	-
M al Ansari	750,000	-	-	(750,000)	-
J H Jacoby	100,000	2,000,000	-	(100,000)	2,000,000

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

27. Key management personal disclosure (cont)

(ii) Share holdings

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


2008 Name	Balance at start of year	Received during the year on option exercise	Other changes during the year	Balance at the end of the year

M A Africano	-	-	-	-
P M Smyth	1,050,426	-	-	1,050,426
R J F Brothers	-	-	-	-
P Rand	-	-	-	-
W V Reid	-	-	-	-
P G H Smith	-	-	-	-
I R Egan	-	-	-	-
N P Hoexter	-	-	-	-
P A de Chazal	-	-	-	-


2007 Name	Balance at start of year	Received during the year on option exercise	Other changes during the year	Balance at the end of the year

P M Smyth	1,050,426	-	-	1,050,426
P G H Smith	-	-	-	-
N P Hoexter	-	-	-	-
P A de Chazal	-	-	-	-
R J F Brothers	-	-	-	-
M al Ansari	1,250,000	-	-	1,250,000
J H Jacoby	200,000	-	(200,000)	-

28. Related Party Disclosures

(a) Parent entities

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

(b) Subsidiaries

Interest in subsidiaries are set out in note 23.

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

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

28. Related Party Disclosures (cont)

(d)	Loans to/from related parties

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

Loans to associates

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

(e)	Terms and conditions

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

(f)	Interests in director-related entities

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

(g)	Equity interests in controlled entities

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

Consolidated Entity

31-Dec-08

31-Dec-07

Restated

31-Dec-06

Restated

29. Share Based Payments Plans

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

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

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

(b) Type of share based payment plan

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

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

Grant Date	Expiry Date	Exercise Price	Balance at Start of Year	Granted During the Year	Exercised During the Year	Balance at end of Year	Vested & Exercisable at end of Year

-	-	-	-	-	-	-	-
Weighted average exercise price				$0.00	$0.00	$0.00

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

30. Commitments for Expenditure

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

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

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

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

31. Business Combinations

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

Details of the sale are as follows:

Sale Consideration

			$

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

32. Investments in Associates

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

Purchase Fortitude Minerals Limited - Shares.

	No of shares		$

Book value of investment		9,646,103		14,433,669
Other – Sale of Glenvale Associates Limited – Shares		15,000,000		22,361,647
		24,646,103		36,795,316
Less Gain on sale of subsidiary (see note 31)				(21,913,075	)
Consolidating carried value of associate				14,882,241

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

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

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

33. Voluntary Changes in Accounting Policy

	Consolidated Entity
	2007
	$
Changes to account balances

Non current available for sale financial assets prior to change
- Quest Energy Middle East Limited	713,150
- Fortitude Minerals at Cost	4,818,220
	5,531,370
Expensed through income statement
- Impairment of Other Financial Assets	(5,267,620)
Adjustments accumulated losses – December 31, 2006	(263,750)

Exploration and evaluation expenditure prior to change
- Exploration and evaluation costs – Angola	3,927,977

Expensed through income statement
- Exploration and evaluation expenditure	(2,157,059)
Adjustments accumulated losses – December 31, 2006	(1,770,918)
	-
Adjustments to the financial account

Income Statements for the year ended December 31, 2007
- Impairment of Other Financial Assets	5,267,620
- Exploration and Evaluation expenditure	2,157,059
- Prior to the change in accounting policy	-

Balance Sheet for the year ended December 31, 2007
- Available for sale financial assets	2
- Prior to change in accounting policy	5,531,370

- Exploration and evaluation expenditure	-
- Prior to change in accounting policy	3,927,977

Statements of change in equity
- Total equity at the beginning of the financial year	922,490
- Prior to the change in accounting policy	2,957,158

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

	Consolidated Entity 2007
	$
Changes in notes to and forming part of the financial statements for the financial year ended December 31, 2007

Non current available for sale financial asset
- Total non current other financial asset	2
- Prior to change in accounting policy	5,531,372

Exploration and evaluation expenditure
- Exploration and evaluation cost	-
- Prior to change in accounting policy	3,927,977

Accumulated Losses
See accumulated losses (b) below

Financial Reporting by Segment
a) Primary segments see (b) below
b) Secondary segments see (b) below

Notes to Statement of Cash Flow
See (b) below

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

	Consolidated Entity 2007
	$
(b) Changes to comparative figures to account for material misstatements in the prior years report

Adjustments to the financial accounts
Income Statement
Write off deposit - Cameroon Oil	1,896,409
Write off loans to controlled entities – at cost	-
Loss for the year prior to changes	4,653,608
Adjustments
Change in accounting policy	7,424,679

See (a) above	12,078,287
Change in (b)	1,896,409
Loss for the year prior to changes	13,974,696

Loss is attributed to equity holders of CityView Corporation Ltd.	13,845,403
Minority interests	129,293
	13,974,696

Prior to the changes (a) and (b) above
Loss is attributed to equity holders of CityView Corporation Ltd.	4,524,315
Minority interests	129,293
	4,653,608

Basic loss per share	5.50c
Prior to changes (a) and (b) above	1.80c

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

	Consolidated Entity 2007
	$
(b) Changes to comparative figures to account for material misstatements in the prior years report (cont.)
Adjustments to Balance Sheet
Other financial assets	-
Prior to the change in (b)	1,896,409

Trade and other receivable	-
Prior to change in (b)	-

Accumulated losses prior to adjustments (a) and (b)	63,945,095
Change in accounting policy	9,459,347
Change in (b)	1,896,409
Accumulated loss	75,300,851

Total equity prior to adjustments (a) and (b)	23,317,755
Change in accounting policy	(9,459,347)
Change in (b)	(1,896,409)
	11,961,999

Statement of change in equity
Loss for the year attributable to CityView Corporation Ltd. prior to adjustments (a) and (b)	4,524,315
Change in accounting policy	7,424,679
Change in (b)	1,896,409
	13,845,403

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

	Consolidated Entity 2007
	$
Adjustments to the notes to and forming part of the financial statements for the year ended December 31, 2007

Trade and other receivables
Loan to controlled entities – at cost	-
Prior to change in (b)	-

Non current other financial assets
Deposit Cameroon Oil – at cost	-
Prior to change in (b)	1,896,409

Accumulated losses
Accumulated losses at the beginning of the financial year prior to adjustments (a) and (b)	59,420,780
Change in accounting policy	2,034,668
	61,455,448

Net loss attributable to the members of the parent entity prior to adjustments(a) and (b)	4,524,315
Change in accounting policy	7,424,679
Change in (b)	1,896,409
	13,845,403

Accumulated Losses	75,300,851

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

	Investments 2007	Exploration 2007
	$	$
Adjustments to Financial Reporting by Segments

Primary Segments
Segment profit (loss) after income tax prior to adjustment (a) and (b)	4,863,671	-
Change in accounting policy	7,424,679	-
Change in (b)	1,896,409	-
	14,184,759	-

Segment assets prior to adjustments (a) and (b)	19,689,883	3,927,977
Change in accounting policy	(5,531,370)	(3,927,977)
Change in (b)	(1,896,409)	-
	12,262,104	-

Secondary Segments	Africa/Middle East
Segment profit (loss) after income tax prior to adjustments (a) and (b)	(129,293)
Change in accounting policy	(7,424,679)
Change in (b)	(1,896,409)
	(9,450,381)

Segment assets prior to adjustments (a) and (b)	11,355,756
Change in accounting policy	(9,459,347)
Change in (b)	(1,896,409)
	-

Adjustments to notes to statement and cash flow	Consolidated Entity 2007 $

Reconciliation of loss from ordinary activities after tax to net cash (used by) operating activities
Loss from continuing operations prior to adjustments (a) and (b)	4,653,608
Change in accounting policy	7,424,679
Change in (b)	1,896,409
	13,974,696
Add non cash operating items
Impairment of Other Financial Assets	5,267,620
Exploration and Evaluation expenditure	2,157,059
Prior to change in accounting policy	-
Write off loans to controlled entities	-
Prior to change in (b)	-
Write off deposit Cameroon Oil	1,896,409
Prior to change in (b)	-

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

34. Contingent Liabilities

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

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

35. Subsequent Events

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CITYVIEW CORPORATION LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008

ITEM 18. FINANCIAL STATEMENTS

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

ITEM 19. EXHIBITS

Attached.

SIGNATURES

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

CITYVIEW CORPORATION LIMITED


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

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Cityview (CTVWF) Inactive 20-F2008 FY Annual report (foreign)

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