August 15, 2007
Via U.S. Mail and Facsimile
Peter Mark Smyth
Chief Executive Officer
CityView Corporation Limited
Level 9
28 The Esplanade
Perth, Western Australia 6000
RE: CityView Corporation Limited
Form 20-F for the fiscal year ended December 31, 2006
File No. 0-28794
Dear Mr. Smyth:
We have limited our review of your Form 20-F for the fiscal
year ended December 31, 2006, to disclosures relating to your
contacts with countries that have been identified as state
sponsors
of terrorism. Our review with respect to this issue does not
preclude further review by the Assistant Director group with
respect
to other issues. At this juncture, we are asking you to provide
us
with supplemental information, so that we may better understand
your
disclosure. Please be as detailed as necessary in your response.
After reviewing this information, we may raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. We note the disclosure on pages 41 and 44 of your 20-F
regarding
your investment in Quest Middle East. We also note that your
website
includes a Quest Energy Middle East Limited icon and a hyperlink
to
that company`s website. Finally, we note that on April 18, 2007,
you
furnished under cover of Form 6-K a February 14, 2007, update on
the
operations of Quest Energy Middle East Limited which stated, among
other things, that (i) you are seeking to increase your
shareholding
in Quest Energy Middle East Limited from 8.3% to "a minimum of
20%";
and Quest Energy Middle East Limited is a negotiating a number
of
projects, including an Iran-Kuwait pipeline contract. In light of
the fact that Iran is identified as a state sponsor of terrorism
by
the U.S. State Department and the fact that it is subject to U.S.
economic sanctions and export controls, please describe your
current,
past and anticipated operations in, and other contacts with, Iran,
if
any, whether directly or through indirect arrangements. Discuss
the
materiality to you of such contacts, in light of Iran`s status as
a
state sponsor of terrorism. Please also discuss whether the
contacts
constitute a material investment risk to your security holders.
2. Your materiality analysis should address materiality in
quantitative terms, including the approximate dollar amount of
revenues, assets and liabilities associated with Iran. Please
also
address materiality in terms of qualitative factors that a
reasonable
investor would deem important in making an investment decision,
including the potential impact of corporate activities upon a
company`s reputation and share value.
We note, for example, that Arizona and Louisiana have adopted
legislation that requires their state retirement systems to
prepare
reports regarding state pension fund assets invested in, and/or
permits divestment of state pension fund assets from, companies
that
do business with U.S.-designated state sponsors of terrorism, and
similar legislation in regard to Iran has been proposed by several
other states. The Missouri Investment Trust has established an
equity fund for the investment of certain state-held monies that
screens out stocks of companies that do business with U.S.-
designated
state sponsors of terrorism. The Pennsylvania General Assembly
has
adopted a resolution that requires its Budget and Finance
Committee
to report annually regarding state pension fund assets invested in
companies that do business with certain U.S.-designated state
sponsors of terrorism. Your materiality analysis should address
the
potential impact of the investor sentiment evidenced by such
actions
directed toward companies that have operations associated Iran.
3. We also note a March 2007 article that reports that it is your
"management`s objective to grow CityView into a significant oil
and
gas and uranium company by developing its interests in Angola,
Indonesia and the Middle East." Please advise us whether you have
contacts with Syria. If you do, please provide the same
information
regarding your contacts with Syria as requested in the foregoing
comments regarding your contacts with Iran.
Closing Comments
Please respond to this comment within 10 business days or
tell
us when you will provide us with a response. Please submit your
response letter on EDGAR.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filings; and
the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.
Please understand that we may have additional comments after
we
review your response to our comment. Please contact Jack
Guggenheim
at (202) 551-3523 if you have any questions about the comment or
our
review. You may also contact me at (202) 551-3470.
Sincerely,
Cecilia D. Blye, Chief
Office of Global Security
Risk
cc: Karl Hiller
Brad Skinner
Division of Corporation Finance
Peter Mark Smyth
CityView Corporation Limited
August 15, 2007
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546
DIVISION OF
CORPORATION FINANCE