UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the calendar year ended December 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to ________________
Commission file number
CityView Corporation Limited
(Exact Name of Registrant as specified in its charter)
(Translation of Registrant's name into English)
Western Australia, Australia
(Jurisdiction of incorporation or organization)
Level 9, 28 The Esplanade, Perth Western Australia 6000 (Address
of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
None
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Ordinary Shares
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
None
1
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report:
80,661,616 ordinary shares as at December 31, 2005
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days:
X Yes No
Indicate by check mark which financial statement item the registrant has elected
to follow.
X Item 17 Item 18
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST
FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No Not Applicable
Additional Disclosure and Amendments
We have amended our Form 20-F for the year ended December 31, 2005 to include
additional disclosure and amendments and to correct the auditors' opinion which
inadvertently indicated that the financial statements were prepared in
accordance with generally accepted accounting principles in the United States of
America. The financial statements are prepared in accordance with Australian
equivalents to international financial reporting standards ("Australian IFRS")
and include reconciliation to United States generally accepted accounting
principles.
Additional disclosure and amendments are as follows:
Page Description
28 Item 15 amendment
35 Audit opinion amendment
41 Note (e) amendment
44 Disclosure
44 Note 3 amendment
47 Note 9 disclosure
50 Note 20 amendment
52 Note 22 (f) amendment
54 Note 26 (b) amendment
54 Note 26 (f) amendment
58 Certifications amendment
59 Certifications amendment
2
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Providing
information called for in Item 1 is not required for filing a Form 20-F as an
Annual Report under the Exchange Act. Nevertheless, the Company is providing its
"Corporate Directory" updated from as it appeared in the Annual Report for the
year ended December 31, 2005 as filed with Australian Stock Exchange Limited on
March 30, 2006.
Directors
P M Smyth Chief Executive Appointed March 06, 2006
Mahmood al Ansari Director Appointed May 11, 2006
John Jacoby Director Appointed May 10, 2006
John F Arbouw Resigned May 09, 2006
Robert Elliott Resigned May 09, 2006
A I Saddique Resigned May 11, 2006
Thinagaran Resigned May 11, 2006
Company Secretary
John Jacoby
Registered Office
1st Floor
17 Ord Street, West Perth, Western Australia 6005
Principal Place of Business
Level 9,
28 The Esplanade
Perth Western Australia 6000
Telephone: (61-8) 9226 4788
Facsimile: (61-8) 9266 4799
Email: info@cityviewcorp.com
Web: www.cityviewcorp.com
Auditor
BDO Chartered Accountants
256 St George's Terrace
Perth Western Australia 6000
Australian Share Registry
Computershare Investor Services Pty Limited
Level 2, 45 St George's Terrace
Perth Western Australia 6000
Telephone: (61-8) 9323 2000
Facsimile: (61-8) 9323 2033
USA Share Registry
Computershare Trust Company, Inc.
350 Indiana Street, Suite 800
Golden, Colorado 80401
Telephone: (303) 262 0600
Facsimile: (303) 262 0700
Attorney - Australia
Simon Watson
17 Ord Street
West Perth Western Australia 6005
Attorney - USA
Gary B. Wolff, P C
805 Third Avenue
New York, New York 10022
3
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 Feldman Sherb and Co., P.C.
(hereinafter "Feldman") in their report for the years ended December 31, 2002,
2001, 2000, 1999, and 1998 and by Sherb & Co., LLP (hereinafter "Sherb") and BDO
Chartered Accountants ("BDO") for year ended December 31, 2003, 2004 and 2005.
Feldman was merged into Grassi & Co., CPA's, P.C., ("Grassi") and the principal
accountants who had been responsible for the Company's audit during the years
indicated above, left and started their own firm called Sherb & Co., LLP
("Sherb"). As a result the Company dismissed Grassi and selected Sherb to serve
as independent public accountants for the calendar year 2002.
During the three most recent calendar years the Company has not consulted with
Sherb regarding the application of accounting principles to a specific or
contemplated transaction. Neither the Company nor anyone on its behalf consulted
with Sherb regarding the type of audit opinion that might be rendered on the
Company's financial statements or any matter that was the subject of a
disagreement or event as defined at Item 304(a)(2) of Regulation S-B.
During the period from January 1, 1998 to the date of change of auditors and
through the date of this report, there were no disagreements with Feldman or
Sherb on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Feldman or Sherb would have caused it to make reference
to the subject matter of the disagreements in connection with its reports on the
Company's financial statements as described on Item 304(a)(1)(iv)(A). In
addition, there were no such events as described under Item 304(a)(1)(iv)(B) of
Regulation S-B during such periods.
In February 2004, the Board of Directors of the Company approved the
recommendation that BDO Australia would oversee the annual Audit both in
Australia and in the United States.
Sherb and Co has continued to edgarize the Company's monthly Forms 6K and annual
Form 20-F reports.
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"), which may vary in certain
respects from generally accepted accounting principles in the United States ("US
GAAP").
The following table summarizes certain financial information and should be read
in conjunction with "Item 5 - Operating and Financial review and Prospects." The
Company has not declared a dividend during each of the years ended December 31,
1998 through 2005 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.
4
Statement of Loss and Accumulated Deficit Data:
Year Ended Year Ended Year Ended Year Ended Year Ended
December 31 December 31 December 31 December 31 December 31
2001 2002 2003 2004 2005
Amounts in Accordance with
Australian IFRS AUD$ AUD$ AUD$ AUD$ AUD$
Income Statement Data:
Operating Revenues
Loss from continuing operations (1) (4,165,287) (9,303,440) (1,076,003) (688,710) (2,784,287)
Per Ordinary Share (dollars) (.08) (.14) (.02) (.098) (.345)
Balance Sheet Data:
Total Assets 15,857,736 9,483,216 8,625,142 9,358,801 6,147,785
Shareholder's equity 15,749,381 9,385,941 8,309,938 8,671,228 5,886,941
Amounts in Accordance with US GAAP
Income Statement Data:
Operating Revenues
Loss from continuing operations (4,374,487) (4,683,438) (1,585,390) (983,119) (512,233)
Per Ordinary Share (dollars) (.08) (.07) (.026) (.012) (.006)
Balance Sheet Data:
Total Assets 3,794,934 2,040,416 672,955 1,112,205 173,243
Shareholder's equity 3,686,579 1,943,141 357,751 424,632 (87,601)
(1) Net income (loss) consists of operating profit (loss) after income tax attributable to members of the parent entity.
5
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, 2001 0.5727 0.4773 0.5115 0.5182
12 months to December 31, 2002 0.6259 0.5049 0.5612 0.5424
12 months to December 31, 2003 0.7493 0.5588 0.7495 0.6525
12 months to December 31, 2004 0.8005 0.6773 0.7801 0.7371
12 months to December 31, 2005 0.7988 0.7233 0.7301 0.7628
B. Previous Six Months
Period High Low Period End Average
November 1 to November 30, 2005 0.7491 0.7259 0.7349 0.7356
October 1 to October 31, 2005 0.7644 0.7436 0.7505 0.7547
September 1 to September 30, 2005 0.7767 0.7453 0.7603 0.7655
August 1 to August 31, 2005 0.7754 0.7461 0.7483 0.7620
July 1 to July 31, 2005 0.7686 0.7364 0.7570 0.7530
June 1 to June 30, 2005 0.7810 0.7472 0.7620 0.7664
C. Latest Practicable Date
At May 17, 2006 the Australian dollar expressed in US dollars per AUD$1.00 was
$0.7675.
[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 May 17, 2006 the Company had 865 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.
6
The following reflects the high and low bid price for the Company's Ordinary
Shares as reflected on the Australian Stock Exchange Limited for the last three
years and the most recent quarter ended March 31, 2006.
Quarter Ending High High Low Low Volume in 000's
AUD $ US $ AUD $ US $
March 2003 0.22 0.12 0.15 0.08 4,489,765
June 2003 0.145 0.080 0.090 0.055 2,229,062
September 2003 0.125 0.065 0.092 0.05 2,845,066
December 2003 0.12 0.075 0.071 0.04 4,294,403
March 2004 0.125 0.11 0.07 0.04 3,766,237
June 2004 0.09 0.06 0.057 0.03 3,701,798
September 2004 .10 0.18 0.062 0.04 3,186,213
December 2004 0.11 0.07 0.066 0.03 1,989,069
March 2005 0.075 0.065 0.043 0.031 4,534,197
June 2005 0.045 0.030 0.033 0.025 586,848
September 2005 0.070 0.034 0.036 0.022 990,760
December 2005 0.040 0.024 0.036 0.015 822,848
March 2006 0.089 0.06 0.045 0.028 2,305,572
Company Auditors
BDO Chartered Accountants (through its office in Perth, Western Australia) is
the Company's independent auditor in all jurisdictions.
Capitalization and Indebtedness
Not applicable
Reasons for the Offer and Use of Proceeds
Not applicable
Risk Factors
Risks In Respect of the Company's Energy Portfolio
1. Commodity prices and in particular the price of oil and gas;
2. Currency exchange rate fluctuations;
3. The strength of the equity markets at the time of any capital
raising by the Company;
4. Judicial decisions and legislative amendments;
5. "Environmental management issues with which the Company may from
time to time have to comply;
6. General economic conditions in Australia and south east Asian
countries and their major trading partners and in particular
inflation rates, commodity supply and demand factors and
industrial disruption;
7. Risks inherent in exploration including, amongst other things,
successful exploration, identification, development and
exploitation of use of resources and reserves and competent
management; and
8. Political stability of south East Asian countries.
There is no assurance that any of the Company's energy properties contain
significant commercially viable reserves until appropriate and sufficient
exploration work is concluded and an economic and feasibility study based upon
such work is conducted and concluded.
7
Recoverability by the Company of Loans to Other Companies.
The "MEDCO" Loans
The loans of AUD$5,680,133 to Medco Madura Pty Ltd and Medco Simenggaris Pty Ltd
represent moneys owing to the Company for work previously carried out on the
Madura and Simenggaris blocks in Indonesia and paid for by the Company. The
ultimate recoverability of these loans is strictly dependent upon the future
development and successful exploitation of the Madura and Simenggaris blocks by
those companies.
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
The term "Company" refers to CityView Corporation Limited, a corporation
organized under the laws of Western Australia on May 3, 1987, and its wholly
owned subsidiary CityView Asia Pty Ltd. During 2000 the Company deregistered
five of the Company's subsidiary companies, as these companies were inactive and
superfluous to the Company's requirements. The names of these companies were:
Western Akar Petroleum Pty Ltd; Western Wisesa Petroleum Pty Ltd; Western
Nusantara Energi Pty Ltd; Western Resources NL; and Western Sangkimah NL.
Another two of the Company's former subsidiaries (Western Madura Pty Ltd and
Western Simenggaris Petroleum Pty Ltd) are no longer subsidiaries of the Company
as these companies are now controlled by Pt Medco Energi Corporation.
The Company publishes its consolidated financial statements expressed in
Australian dollars. In this document, references to "US dollars" or "US$" are to
the currency of the United States of America and references to "Australian
Dollars" or "AUD$" are to currency of Australia. Solely for convenience, Form
20-F contains translations of certain Australian dollar amounts into US dollars
at specified rates. These translations should not be construed as
representations that the Australian dollar amounts actually represent such US
dollar amounts or could have been or could be converted into US dollars at the
rates indicated or any other rates. For information regarding rates of exchange
between Australian dollars and US dollars from 1999 to the present, see "Item
3A. Selected Financial Data - Exchange Rates."
The Company is subject to the information requirements of the Securities
Exchange Act of '34, as amended. 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 Fifth 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, 2005.
References in this document to a particular prior year are to the calendar year
unless otherwise indicated. The Company produces annual reports containing
audited consolidated financial statements and an opinion thereon by the
Company's independent public accountants. Such financial statements have been
audited in accordance with Australian Standards ("AS"). The Company also
produces quarterly reports as required by Australian Stock Exchange Limited,
which contain selected financial information, and notices to shareholders of the
Company. The Company also produces financial statements prepared in accordance
with Australian Accounting Principles ("AAP"), which are required to be
furnished to shareholders under Australian law. AAP may vary in certain respects
from Generally Accepted Accounting Principles in the United States ("US GAAP").
A reconciliation between Australian IFRS and US GAAP for the financial periods
ended December 2005, 2004 are disclosed in footnote (26) to the financial
statements contained herein.
The Company is a corporation organized under the laws of Western Australia on
May 3, 1987 under the name CityView Investments Limited and was listed on
Australian Stock Exchange Limited as an investment company. The Company was
initially listed on the Second Board of the Perth Stock Exchange on October 20,
1987 and was transferred to the Main Board of Australian Stock Exchange Limited
on January 2 1992. The Company changed its name to CityView Corporation Limited
on August 9 1996, to CityView Energy Corporation Limited on May 19, 1996 and on
May 31, 2000 changed its name to its current name of CityView Corporation
Limited. CityView's investments were focused originally on realty, then gold and
realty, then energy and gold and then e-commerce and energy. Since early 2002
the Company's investments have focused on energy.
Australian Government Regulation
The Australian Securities and Investments Commission is an Australian government
instrumentality that administratively enforces the Australian Corporations Act
2001, which is the main body of law regulating companies in Australia. The
Corporations Act 2001 covers matters such as directors' duties and
responsibilities, preparation of accounts, auditor control, issue and transfer
of shares, control of shareholder meetings, rights of minority interests,
amendments to capital structure, preparation and filing of public documents such
as annual reports, changes in directors and changes in capital.
8
Australian Stock Exchange Limited imposes listing rules on all listed companies,
including the Company. The listing rules cover such issues as immediate
notification to the market of relevant information, periodic financial reporting
and the prior approval of shareholder reports by the Australian Stock Exchange
Limited. The Company believes that it is in compliance with the foregoing
Australian laws and regulations.
B Business Overview
General
The Company identified Indonesia for its focus for acquisitions and development
of oil and gas reserves. Indonesia was selected after considering prospectively
for oil and gas, demand for the produced product, availability of supportive
infrastructure, foreign company participation terms and conditions and sovereign
risk.
Benefits Associated with Indonesia
Indonesia has a record for honouring participation agreements and keeping tax
and terms stable. The process for co-operation with domestic and foreign parties
is explained as follows:
o All oil and natural gas exploitation in Indonesia is the
responsibility of Perusahaan Pertambangan Minyak dan Gas Bumi Negara
("Pertamina"), an enterprise established under the Law of the
Republic of Indonesia Number 8 Year 1971.
o Pertamina may co-operate with other parties by way of a "Production
Sharing Contract," (hereinafter "PSC"), the form and terms of which
are established by government regulations.
o While terms have altered marginally since the PSC was first
introduced, usually the objective of the change has been to improve
the terms in an attempt to attract further foreign investment in
Indonesia.
o The PSC format has proved a stable and reliable contract for
international investment.
o The Company is involved in two PSCs with Pertamina located onshore
Madura Island and Onshore North East Kalimantan and the PSCs are held
by Medco Madura Pty Ltd and Medco Simenggaris Pty Ltd respectively
(collectively hereinafter called "Madura and Simenggaris").
Risks Associated With Indonesia
There are a number of factors, which could have a material downside effect on
any Madura and Simenggaris' future financial performance in Indonesia, or the
value of the shares in the Company. These factors include:
o Fluctuations in the world market price of oil and gas;
o Fluctuations in the value of the Indonesian rupiah against the US
dollar;
o Abnormal interruptions in oil and gas production or delivery
resulting from war, political disturbance, civil unrest or
industrial disruption;
o Changes in government regulations or the relevant fiscal regime.
o Unforeseen adverse geological conditions;
o Unavailability or excessive costs of industry service support, caused
by any of the above.
The Company believes that the benefits described above outweigh the risks. There
is no assurance, however, that one or more of the aforementioned risks will not
severely damage Company prospects and operations.
Selection of Target Areas for Acquisition
The criteria for assessing oil and gas opportunities in Indonesia include
consideration of the following:
o Review of geological and geophysical information available from
Pertamina and other sources.
o Assessing proximity of the oil and/or gas prospect to a means of
transporting the production to market. The foregoing component of
production costs can significantly affect the economics of a project.
o Assessing access to support services such as engineering, rig services
and service contractors. Costs for mobilization and demobilization of
such services are an important consideration.
o Assessing field prospects of oil and gas, usually determined by quality
and quantity of geophysical, geological, petrophysical and production
data available.
o Assessing the degree of difficulty in producing the oil and gas
prospect from an engineering perspective, to enable an accurate
assessment of production costs.
o Conducting commercial analysis to establish the ability of a particular
project to achieve adequate rate of return on investment.
9
Evaluation Techniques
Experienced geologists and geophysicists are engaged as contractors to employ
the technologies of investigation in assessing hydrocarbon prospects. These
include reprocessing and reinterpretation of existing seismic data. Afterwards
the data in its original interpreted form can be enhanced to enable more
accurate mapping of the structure. The technology available for seismic
acquisition and processing is continually being improved. Interpretation tools
such as computer mapping and modelling packages enable greater amounts of data
to be processed and superior interpretations to be made. Madura and Simenggaris
utilize both the data directly relating to the field being investigated, along
with regional data to compile as complete an understanding, as the available
data will allow.
Electrical wireline logs are utilized where available to interpret reservoir
parameters of interval thickness, hydrocarbon presence, porosity, water
saturation and other important parameters. This data is interpreted utilizing
experienced engineers and advanced software packages designed for such analysis.
The results are then integrated with the geological and geophysical information,
in an endeavour to use one form of analysis to confirm the other.
Utilizing the geophysical mapping and the petrophysical interpretation, the
reservoir engineer is then able to estimate potential oil and/or gas reserves
and recovery factors likely to be achieved. Any available past production
records are analysed and can, on occasion, be utilized as a means of predicting
future production rates and cumulative production forecast, by extrapolation of
the past results, utilizing accepted engineering practices. The application of
computer models can also aid the reservoir engineer in forecasting production
potential. An accurate model can duplicate past production history.
Market for Oil and Gas Production
The market for oil and gas production in Indonesia is generally regulated. Under
the terms of the PSC-JOB, Madura and Simenggaris have the right to sell their
oil production to Pertamina at the government established Indonesian Crude Price
(hereinafter "ICP") and Pertamina cannot refuse to buy the production. The ICP
is an average price for a basket of crude oil. The basket used in the ICP
calculation is comprised of Sumatra Light Crude (SLC), Tapis crude (from
Malaysia), Oman crude, Dubai crude and Gippsland crude (Australia) prices. The
ICP is adjusted on a monthly basis at the end of each month and then applied to
the same month. The price for a particular crude oil in Indonesia is then
adjusted relative to the crude quality. Pertamina has strategically located
facilities throughout most of Indonesia, where crude oil can be delivered,
commonly referred to as the "Point of Custody Transfer." Madura and Simenggaris
are responsible for their portion of costs for delivering the crude to the Point
of Custody Transfer. Above certain levels of production, Madura and Simenggaris
have the right to sell its oil production on the world market if it is able to
negotiate preferred selling terms. Preferred selling terms are terms, which are
more favourable, then those available to the contractor under the ICP pricing
system.
Under the standard terms of Technical Assistance Contracts and Production
Sharing Contracts, the contractor has the right during the term thereof to
freely lift, dispose of and export 100% of its share of crude oil, and retain
abroad the proceeds obtained there from. After 5 years of production the
contractor is required to meet its domestic market obligation and sell 25% of
its share of production to Pertamina at 15% of the prevailing price.
All producers in a producing region receive the same price. The major oil
companies purchase crude oil offered for sale at posted field prices. There are
price adjustments for quality difference from the Bench Mark. Oil sales are
normally contracted with gatherers who will pick-up the oil at the well site. In
some instances there may be deductions for transportation from the wellhead to
the sales point. At this time the majority of crude oil purchasers do not charge
transportation fees, unless the well is outside their service area. The oil
gatherer will usually handle all check disbursements to both the working
interest and royalty owners. The Company was a working interest owner to
December 31, 1999. In January 2000 the Company entered an agreement for the
Company's interest in the new work programs to be carried by Pt Medco Energi
Corporation TBK. When the Company becomes a working interest owner, the Company
will be responsible for the payment of its proportionate share of the operating
expenses of the well. Royalty owners and over-riding royalty owners receive a
percentage of gross oil production for the particular lease and are not
obligated in any manner whatsoever to pay for the cost of operating the lease.
Gas is sold direct to consumers at prices determined by Pertamina. As the price
continually fluctuates, it is not possible to quote an accurate figure. The
report by Gaffney Cline dated February 16, 2004 and announced by the Company
quoted gas prices at US dollars 2.35mmbtu .The lower gas prices in some industry
sectors are a form of subsidy imposed by the government. Larger gas reserves
near to LNG facilities are able to supply gas to these operations. Indonesia is
the largest exporter of LNG in the world.
The gas purchaser will pay the well operator 100% of the sales proceeds each and
every month for the previous month's sales. The operator is responsible for all
checks and distributions to the working interest and royalty owners. There is no
standard price for gas. Depending on the type of contract, ultimate destination,
transportation, treatment and compression charges, the prices will vary. Prices
will fluctuate with the seasons and the general market conditions. The Company
does not anticipate any significant change in the manner production is
purchased. However, no assurance can be given at this time that such changes
will not occur.
10
As Indonesia moves closer towards becoming a net importer of crude oil, the
Indonesian government, through the state owned enterprise Pertamina in which all
oil and gas reserves are vested, is endeavouring to increase production through
new incentives to attract foreign expertise and capital for exploration and
production, through development and enhancement of existing reserves.
Government incentives for PSC-JOBs include
o After tax split for oil, new incentive 35% Contractor Equity, from a
previous range of 15% to 25%. This in effect means that the Contractor
can receive a larger portion of the total production from any field,
after the deduction of Operating Costs. Allowing for a tax rate of 44%,
the Contractor is entitled under this legislation, to 62.5% of
remaining production after recovery of Operating Costs pre tax, as
opposed to the previous entitlement of 26.7857% to 44.6428% pre tax.
o After tax split for gas 40% for Contractor, from 35% previously.
Similar to the above, the Contractor is entitled to 71.426% of the
production, after deducting Operating Costs, as opposed to 62.5%
previously.
o Domestic market oil fee increased from 15% of crude price to 25% of
crude price. Under the terms of all TACs and PSCs, the Contractor is
required to sell and deliver to Pertamina a portion of the share of the
Crude Oil to which the Contractor is entitled, at the Domestic Market
Oil Fee, which is a set percentage of the price realized by the
Contractor for all other production from the Contract Area. Under the
previous regulations, the Contractor received only 15% of such price,
whereas under the new legislation, the Contractor receives 25% of the
realized price. The net result is that the Contractor is receiving an
additional 10% of the Crude Oil price for that portion of Crude Oil,
which it is obligated to sell and deliver to Pertamina to fulfil the
Contractor's obligation towards the supply of the domestic market in
Indonesia.
o First Tranche Petroleum reduced from 20% to 15%. First Tranche
Petroleum, being a portion of the total Petroleum production to be
split between the parties before any deduction for recovery of
Operating Costs, reduces the amount available for recovery of Operating
Costs. As the Contractor is providing funding under the contract terms,
it is in the Contractor's interest to have as much of the Petroleum
production available for recovery of such costs, prior to distribution
between the parties thereafter. Reduction of the First Tranche
Petroleum percentage from 20% to 15% means an additional 5% of the
Petroleum production is available to the Contractor for Cost Recovery.
The price for oil in Indonesia is tied to a basket of crude oils around the
world, ensuring an "international" price dependency. The basket of crude oils
used to establish the ICP effectively means that the ICP is very much subject to
world oil prices, giving it international stability as opposed to being affected
by domestic constraints. The ICP compares favourably with other comparable crude
oils in that its price is formulated from a basket of comparable crude from
other countries.
Energy Portfolio
A. Madura Block Onshore Madura Island near Surabaya East Java On January 28,
1997 the President Director of Pertamina awarded the Madura Block to CityView
and signed the authorization for CityView's then 100% owned subsidiary Western
Madura Pty Ltd ("Western Madura") to commence operations on the Madura Block
prior to the formal signing of the PSC-JOB agreement. The signing of the
contract took place on May 15, 1997, awarding the 2728km2 Madura Block to
Western Madura for an exploration term of 10 years and production term of 20
years. CityView was not required to make any cash payment for this award and no
payment in cash or otherwise was made by or on behalf of CityView for the award
of the Madura Block.
The block covers an area of 674,100 acres and lies in the oil and gas region of
east Java. A number of large fields have been discovered in the vicinity and it
is these same producing trends, which are being examined on Madura. The block
lies close to the heavily industrialized city of Surabaya where there is a ready
market for oil and gas.
History
Oil and gas exploration began on Madura Island in the late 1800's to 1910 with
over 100 shallow (less than 500m) wells drilled on oil seeps and surface
features. Production was marginal with a cumulative total of less than 1.0MMBO
("Million barrels of Oil"). Exploration was limited on the block until the
1970's when it was held in succession by Indonesia Cities Services, Pertamina
and Shell. Several generations of seismic data were acquired in the 1980's and
1990's but only 6 wells have been drilled on the Island since 1910.
11
Throughout 1999, discussions took place with PT Medco Energi Corporation TBK
("Medco") for Medco to supervise and pay for the new work programs for the
development and bringing into production of the Madura block.
Approval was given at the Company's General Meeting held on December 30,1999 for
the Company to allot a 75% interest in Western Madura to Medco in consideration
of Medco carrying out and paying for the new work programs. The agreement was
signed between CityView and Medco on January 25, 2000. The Company's interest in
Western Madura was reduced from 100% to 25% and Western Madura was renamed Medco
Madura Pty Ltd. In accordance with the above, Medco submitted to Pertamina for
approval a Year 2000 budget of US$3,519,000 for the drilling of three wells on
the Sebaya and Karasan prospects at Madura in the second and third quarters.
Medco is the operator of the block and required to supervise and pay for the new
work programs for development and bringing into production of the fields. On
December 24, 2004 the Company announced that it had entered into an agreement
for the sale of one fifth (1/5) of its interest in Medco Madura Pty Ltd with
Bainsford Limited for a consideration of AUD$1,108,553.00.
In March 2006, CityView announced that its wholly owned subsidiary, CityView
Asia Pty Ltd had entered into an agreement with the shareholders of Medco Madura
Pty Ltd - PT Medco Energi International Tbk ("Medco"), Midwestern Oil Pte Ltd
and Bainsford Ltd for the restructuring of ownership interests in Medco Madura
Pty Ltd ("MMPL"), details of which were:
1. CityView's effective interest in Madura Production Sharing
Contract ("PSC") has been scaled down from its 13.00% (based on
its 20% shareholding in MMPL) to a direct 2.65% interest in the
Madura PSC.
2. In consideration for the transfer of (a) 10.35% direct interest to
Medco and (b) 50% of CityView's entitlement to recover the
previous payments made in relation to the Madura Block, Medco
agreed to bear CityView's share of all previous unpaid cash calls
made by MMPL as well as CityView's portion of drilling and other
costs in relation to a further one well to be drilled in the
Madura block, namely Konang-3.
3. CityView remains fully entitled to the recovery of 50% of the
previous payments of US$1,329,150 made in relation to the Madura
block on the same terms as specified in the Subscription Agreement
between CityView and Medco dated 25 January 2000.
In March 2006 Medco advised that an application for a one year extension of the
Madura concession for the drilling of Konang-3 had been submitted to the
relevant authorities.
Regional Setting
There is an E-W terrain running across the block that underwent inversion in the
Plio-Pleistocene. Within that band, a number of structures have been identified
due to the inversion at fairly shallow levels. These relatively shallow features
were the principal target for the Medco Madura Pty Ltd program. PT Medco Energi
Corporation TBK ("Medco" "Operator") free carried CityView throughout the work
program. The first well drilled by Medco was Sebaya-1 into a large faulted
anticlinal feature underlying the old Kertegeneh field discovered in 1900. Medco
spudded (i.e., commenced drilling and entered) Sebaya-1 on September 20, 2001.
Medco's original objective for Sebaya-1 was to drill to a depth of 1230 metres
(4035 feet) and test the Tawun sands at 200 metres (656 feet) and the Tuban
sands at 900 metres (2953 feet). During the course of the drilling three zones
of oil and gas shows were encountered between 2250-3100 feet.
Medco was sufficiently encouraged by the drilling results to decide to deepen
the well to explore its deeper zones, Lower Tuban Limestone or Upper Kujung
Limestone. During the deepening of the well Medco encountered high formation
pressures. The rig was only equipped with a 3000 psi Blowout Preventor (BOP).
Oil and gas shows were encountered at 4527 feet and 5793 feet. Due to lost
circulation problems at 4531 feet and high formation pressures encountered below
this depth, deeper drilling was suspended at 5954 feet. The well was plugged
back with cement to 5498 feet and 7-inch liner was run and cemented with the
bottom of the liner at 5310 feet.
A zone that had encountered oil and gas shows from 4527-4570 during drilling was
production tested to determine the pressure, fluid content and potential
production rates of the formation. This production test was within 1ft of a loss
circulation zone. The zone was perforated from 4528-4548 feet. There was
insufficient pressure and no flow rate was established. The Operator had elected
to return to the Sebaya Well with a 5,000-PSI BOP and as such decided to re-test
this zone with the others after drilling the Karasan Well.
o Madura Block - Madura Island, Indonesia: Karasan #1 Karasan #1 was spud in on
January 12, 2002 and was drilled to a depth of 4300 feet. One zone was
identified for testing. This zone was tested and initially flowed gas. However,
the flow rate was constricted allowing only marginal gas build up during well
shut-in, which quickly bled to zero once the well was flowed. Acid injection was
used to try to remove the formation restriction; which was successful in the
short term however the well stopped flowing again. Medco believed that chalk
migration may have been a contributory factor for possible plugging of the
formation.
12
As only one zone had been identified in the well and as test results were poor,
it was believed that even with stimulation the zone may not prove to be
commercial. The well was plugged and abandoned.
Medco performed an analysis of the data and issued a well final report
concluding that the zone was not commercial.
Madura Block - Madura Island, Indonesia: Sebaya #1
Sebaya #1 was re-entered on April 10, 2002. The cement plug retaining the well
was drilled out and a 4 1/2-inch liner was set and cemented ready for testing.
The cementing of the 4 1/2-inch liner was poor due to the high influx of gas
while cementing. Delays were encountered due to a leak in the 4 1/2-inch hanger
caused by gas channelling during cementing. The mud weight was increased in
order to control the channel leak through the hanger. Shortly after a plug was
set an injection test was performed. The well started to encounter loss
circulation. It was determined that a second leak had occurred in the previous
cement squeezed second zone due to fracturing of the cement retainer. Mud was
used to control the gas influx from the 4 1/2-inch hanger, however the heavy
weight mud was lost through the fractured second zone, which resulted in
continued high-pressure gas influx from the 4 1/2-inch hanger. Considerable time
was lost due to the difficulty in balancing these two problems at the same time.
The problem was finally resolved with the constant addition of LCM (loss
circulation material) to the mud until such time that losses stabilised through
the second zone. The second zone was then immediately squeezed allowing the
operation to continue.
Once the problems were overcome the first zone of the well was perforated. The
well immediately flowed gas and condensate. The gas and condensate rates changed
considerably during the test and it was believed that some degree of blockage
was present at the casing perforation due to plugging by loose shale. The final
results for the zone showed a flow rate through a 16-inch choke of 76.24 bpd
condensate, 51.3 API, and 0.670 MMSCF/D gas. The Operator re-mapped the
structure in order to determine the possible reservoir reserves based on the
data obtained from drilling the well and test results. The well was suspended in
consideration of drilling delineation well and the possibility of production
from the Sebaya well at a later date, should the structure be determined to be
of commercial value.
The second, third and fourth zones did not flow. The second zone was within one
foot of the loss circulation zone. It was believed at the time that a wash out
of the formation occurred in the zone while heavy losses were being encountered.
Madura Block - Madura Island, Indonesia: Tambuku #1
Tembuku#-1 was spudded on October 21, 2002. The target depth was programmed for
10,416 feet.
At 5616 feet the rig took a gas kick and there was a gas flare 5 metres in
length. In order to contain the gas influx, mud weight was increased. At the
time the bit nozzles became plugged and the rig was unable to circulate the mud.
The operator decided to collide (cut) the drill pipe to regain circulation due
to well control safety requirements. The bottom hole assembly was then left in
the hole and the well was side tracked.
At 5380 feet of the sidetracking operation, the well encountered a gas influx
and the mud was 1% oil cut. In the previous well (i.e. before the sidetrack),
Medco advised that the condensate produced may have been a result of gas
condensing over a long shut in period, however in the new sidetracked well bore,
the formation appeared to be actually producing both gas and light
oil/condensate. Log data for zone 5614 to 5622 feet suggested gas and light
oil/condensate with 15% porosity.
At 6890 feet, background gas ranged from 300-400 units. Medco continued to
analyse the log data and advised that it anticipated testing three zones and
possibly a fourth with each test zone expected to take approximately ten days.
On January 14, 2003 DST 1 was perforated. No flow was established and an
injectivity test confirmed the perforating guns had misfired.
DST 1 was re-perforated on January 17, 2003.
Due to poor flow rates the zone was stimulated with acid. The surface pressure
increased to above 1000 psi and gas flow rates were in excess of 1 MMCFD. During
the test the surface pressure dropped consistently although gas flow rates
declined at a lesser rate. It was determined that the zone would require a
comprehensive acid stimulation prior to re-testing.
At the time the Operator received confirmation from the authorities that the
exploration period for the concession would be extended a further year. With the
pressure of time restraints removed the Operator decided that it would be in a
position to return to the Tambuku Well for full acid stimulation and re-testing
of this zone.
DST 2 was perforated to establish if the zone was able to flow by itself or
would also require acid stimulation. Initially the zone did not flow and was
swabbed. Swabbing was successful and the zone flowed gas and condensate for a
15-minute period until flow rates dropped off. It was then determined that this
zone would also require acid stimulation and that economics dictated that
re-testing should be performed by a smaller less expensive rig, allowing the
larger rig 2 to move to the Telaga location. The Operator also considered
perforating other zones during the retesting of the Tambuku Well.
13
Madura Block - Madura Island, Indonesia: Telaga # 1
The Operator decided that the Telaga #1 would be drilled back to back with
Tambuku # 1. The target depth was programmed for 10,545 feet. The finalising of
land use rights, approvals and permits took place throughout 2002. On March 29,
2003 Telaga #1 was spudded.
The target depth of 10,200 feet (Sub Sea) was reached in early July. The
operator obtained permission from the relevant authority, BPMIGAS to continue
drilling to 11,000 feet. However due to hole problems, the Operator was unable
to drill beyond 10,650 and this was the final total depth of the well. Electric
logs and mud logs indicated possible gas bearing zones in the drilled Prupuh
formation.
Madura Block - Gaffney Cline Report
As the Madura Block concession was due for relinquishment in May 2004, the JOB
engaged international consultants, Gaffney Cline & Associates (GCA) to apply its
Decision Cycle Compression (DCC) process in order to assist the JOB in making a
recommendation on the future course of action. In reaching a joint
recommendation, a GCA/JOB team had to:
1. Review all geotechnical work
2. Integrate well results and independent reviews into a coherent block wide
evaluation
3. Identify and provide plans to mitigate the risks of key uncertainties 4.
Review previous drilling programs and make recommendations for future success
5. Evaluate and assess markets, pricing and costs 6. Review PSC commitments
and requirements 7. Make a detailed recommendation with action plan for the
way forward.
The project commenced with the first of the three phases of DCC, data gathering,
in mid-November 2003. Further data gathering and interviews of key stakeholders
was conducted in Jakarta during the period of December 3 to 5, 2003. The second
phase of DCC, Pre-Implementation, had the GCA team working independently from
December 5 to December 19 reviewing all available information. During this time
the GCA team familiarised itself with operations and formed its own insights,
opinions and conclusions relative to the Madura block.
The last phase of the DCC process was Implementation. During this phase GCA
worked collaboratively with dedicated staff from the JOB with the goal to
ultimately reaching a unanimous opinion as to the potential of the Madura block.
The JOB/GCA team presented its findings and recommendations in late January
2004.
(A) Findings
1. The Madura block is hydrocarbon bearing with potentially commercial
accumulations with unrisked gas resources in the order of 1.2 trillion
cubic feet in 4 prospects namely, Sebaya, Arosbaya, Telaga and Tambuku.
2. The power market on Madura represents a ready opportunity for sales of
up to 16 MMcf/d.
3. A ten-year volume commitment will likely be required from the Gili
Power Plant. For full conversion of the Gili power plant, this
commitment amounts to approximately 80 Bcf of gas reserves.
4. The central fault block of the Sebaya prospect is estimated to contain
about 155 Bcf of recoverable gas, more than enough for the existing
power market.
5. The production rate is the key to economics. Drilling operations must
be carefully carried out to minimize formation damage.
6. A Production Sharing Contract extension should be obtained that not
only allows development of Sebaya but also holds the block for future
development of the other identified prospects.
(B) Recommendations
The JOB should retain the block and make a proposal to the authorities, BP MIGAS
to: o Extend the relinquishment date by a minimum of at least one year o Drill
two appraisal wells on the Sebaya prospect o Obtain agreement to be able to hold
the entire block with Plan of Development
acceptance and development of Sebaya and for as long as production operations
are maintained thereon.
Upon acceptance of the proposal by BP MIGAS, the JOB should: o Obtain a Letter
Of Intent for gas sales to the Gili Power Plant from the
national power company, PLN
o Investigate independent power generation by the JOB at the Sebaya field site o
Run a Drilling Well On Paper workshop for both appraisal wells o Refine facility
costs and construction timing o Perform detailed mapping of the Sebaya prospect
Upon completion of the above Sebaya activities:
o Undertake geological field studies to investigate Tuban sand reservoir
potential
o Prepare appraisal plan for Arosbaya
o Continue evaluation of other island prospects
14
The shareholders of the PSC/JOB accepted GCA/JOB's recommendations. The
recommendations were also presented to the relevant authorities, BP MIGAS
together and a request for extension of the Block. A work program and Budget for
the drilling of the first appraisal well on the Sebaya prospect - Sebaya 2, was
submitted to BP MIGAS and on 11 June 2004, the Company announced that a one-year
extension for the relinquishment of the Madura Block had been granted by the
relevant Indonesian authorities.
In July 2004, a Memorandum of Understanding (MOU) was signed between JOB
Pertamina Medco Madura Pty Ltd and PT Pembagkitan Jawa Bali for Pusat Pembangkit
Listrik di Madura (Electricity Development Centre in Madura) for the supply of
gas for a period of 15 years in relation to power generation on Madura Island.
The MOU did not specify prices for the sale of the gas and is contingent on the
proving of sufficient resources and production in sufficient volumes over a
15-year period.
Also in July, PT Medco Energi Internasional TBK released the following
information to the Indonesian Stock Exchange in relation to Madura:
"MedcoEnergi would supply 20 million cubic feet per day (MMCFD) to the Gas
Powered Electricity Plant ("PLTG") installation in Sebaya owned by PJB located
in Pamekasan district in East Java, especially in Madura Island.
Gas supply would come from Sebaya Field, Madura Block. The contract valued at
USD260 million is planned for a period of 15 years starting in 2006.
Sebaya Field has enough expected gas reserve to supply the Sebaya PLTG.
Currently, MedcoEnergi through its JOB Pertamina-Medco Madura Pty Ltd continues
to evaluate and explore Sebaya Field in order to expand its contribution to
electric power plant in that district."
In September 2004, the Medco Madura-Pertamina JOB prepared the following summary
of a prospect montage:
Sebaya-2
Sebaya-2 was spudded on 29 November 2004 as a 12 1/4" pilot hole to evaluate
formations for gas shows by having a usable hole for effective electric logging
if formations looked prospective.
After the 12 1/4" pilot hole, 26" hole was drilled and 20" conductor pipe was
set at 248 feet.
This was followed by a 12 1/4" pilot hole to 1411 feet and the 13?" surface
casing set at 1348 feet after it became stuck while running (due to bit darting
and thick wall cake).
After drilling out the shoe, a 12 1/4" hole was drilled to 3910 feet. Once the
12 1/4" hole was conditioned, electric logs were run successfully to bottom and
9?" casing was cemented at 3890 feet.
The 9?" casing was then drilled out. New hole was drilled to 6500 feet in one
bit run. The hole was logged and a 7" liner set from 3657 to 6150 feet with
cement plug at 6115 feet by 10 February 2005.
After analysis of the logs it was decided to run MDTs as well as CSTs on various
levels - these determined that the formations were relatively tight and unlikely
to flow adequately without stimulation and fracturing.
Based on mud logs, wireline logs data and petrophysic/log analysis, the JOB
proposed is necessary, to run Drill Stem Test and Fracturing Job on Sebaya-2
well at two zones.
Drill Stem Testing was carried out. The Operator confirmed that both DSTs were
unsuccessful despite extensive fracturing being carried out for DST 2 and has
recommended that the well be suspended pending a full technical evaluation.
Sebaya-3
The most recent well, Sebaya #3 reached target depth of 6,221 feet MD/ 6100 feet
TVD in Tuban Formation in July 2005. The well penetrated a stratigraphic
sequence ranging in ages from middle Miocene to early Miocene namely Tawun and
Tuban Formations.
The Tawun formation was exhibited from surface to depth 3450 feet MD (-3080 SS),
from surface to 1200 feet MD in dominantly claystones with intercalations of
limestone, and from 1200 feet-3450 feet are claystones, sandy siltstones and
limestone in middle Miocene age with depositional environment is marine middle
sub lithoral. The Tuban formation was exhibited from 3450 feet MD (- 3080 SS) to
6221 feet (-5777 SS) consisting of alternating claystones/shales, sandstone and
limestone, but the sandstones and not developed in the lower part or as a shale
out.
15
The facies stratigraphic period can be divided into 4 (four) mud flooding
surface (MFS) as: MFS-1 from 6221 feet to 4719 feet , MFS-2 from 4719 feet to
3948 feet , MFS-2 from 3948 feet to 2572 feet and MFS-4 from 2572 feet to 2130
feet. The sand shale ratio MFS-1 and MFS-2 in Sebaya-3 well is lower than MFS-1
and MFS-2 in Sebaya-1 and Sebaya-2 wells (only around 6-9 %). Test results
carried out at Sebaya-3 at the DST-1 interval (3040-3060 feet; 3085-3095 feet;
3125-3145 feet) showed a flow rate of weak bubble gas and the well was therefore
temporarily suspended.
Prospects
Market
In July 2004, a Memorandum of Understanding (MOU) was signed between JOB
Pertamina Medco Madura Pty Ltd and PT Pembagkitan Jawa Bali for Pusat Pembangkit
Listrik di Madura (Electricity Development Centre in Madura) for the supply of
gas for a period of 15 years in relation to power generation on Madura Island.
The MOU did not specify prices for the sale of the gas and is contingent on the
proving of sufficient resources and production in sufficient volumes over a
15-year period.
B. Simenggaris Block Onshore North East Borneo On September 28, 1997 the
President Director of Pertamina signed the authorization for CityView's then
100% owned subsidiary Western Simenggaris Pty Ltd ("Western Simenggaris") to
commence operations on the Simenggaris Block prior to the formal signing of the
PSC-JOB agreement. The signing of the Contract took place on February 24, 1998
awarding the 2734km(2) Simenggaris Block to Western Simenggaris.
The block covers an area of 675,582 acres and lies in the oil and gas Tarakan
Basin region. The nearby giant Pamusian field was discovered in 1905 and the
Bunyu field in 1920. Four discoveries have been made within the block: the
Sembakung oilfield (40 million barrels oil), the Bangkudulis oilfield, Sesayap-1
and S.Sembakung-1. The former two are producing fields excluded from the
contract area and the latter two are undeveloped gas-condensate discoveries,
which do form part of the contract area.
Similar to the agreement negotiated with Medco on Madura, CityView retained a
25% interest in exchange for being free carried throughout the work program as
per the January 25, 2000 agreement.
In January 2006, CityView announced that its wholly owned subsidiary, CityView
Asia Pty Ltd had entered into an agreement for the restructuring of the
ownership of its interest in Medco Simenggaris Pty Ltd. The details of the
agreement, between the existing shareholders - Pt Medco Energi Internasional
TBK, Midwestern Oil Pte Ltd and CityView Asia Pty Ltd were:
o CityView's effective interest in the Simenggaris Production Sharing Contract
would be scaled down from its current 15.625% (based on the Company's 25%
shareholding in MSPL) to a direct 2.50% interest in the Simenggaris Production
Sharing Contract.
History
The Simenggaris Block is adjacent to some of the earliest oil production in
Indonesia with exploration dating back to the 1890's. Exploration was limited on
the block until the late 1960's when Japex, ARCO, Deminex and Pertamina held
portions of the block in succession. Several generations of seismic data were
acquired and 15 wells were drilled within the Block leading to four discoveries:
Sembakung oil field, Bangkudulis oil field, Sesayap-1 and S.Sembakung-1.
In accordance with the terms of the Production Sharing Contract, 25% of the
Block was relinquished to the Indonesian Authorities in the year 2004. The
relinquished areas did not include any of the suspended discoveries or prospects
in the Block.
Regional Setting
The Simenggaris Block lies in the Tarakan Basin region. The Tarakan Basin
stratigraphy consists of a classic prograding deltaic sequence from upper
Miocene through Pliocene time. The majority of the reserves are found along the
Kalimantan coast in Pliocene age deltaic reservoirs. Further inland gas and oil
are found in upper Miocene age, paleogeographic equivalent, deltaic reservoirs.
The upper Miocene age reservoirs are under explored and are expected to be the
focus of the Medco work program.
Simenggaris Block - Kalimantan Indonesia: Pidawan#1
The Pidawan #1 well was spudded on March 1, 2002 and the anticipated target
depth was 7546 feet. Two zones were identified for testing. Gas readings were
116 units at 2,439 feet, 174 units at 2,609 feet, 134 units at 2,694 feet and
184 units at 2,882 feet. At around 7000 feet, there were several oil shows in
the lower section of the well. Mud logs indicated that the shows ranged from
2-foot sections to 6 feet in length.
16
Drilling problems and delays were encountered during the drilling of this well.
In July 2002 when Drill Stem Test # 1 ("DST") was perforated, Zone-1 flowed gas
and condensate. Preliminary test results indicate that the well was able to flow
2.870 MMSCF/D on a 128/64-inch choke size from DST #1 and 1.6 MMSCF/D on a
28/64-inch choke size from DST #2. At this time Medco requested permission from
the relevant authorities to temporarily suspend the well. Medco then worked on
the results of the well and performed an analysis, re-mapping the structure and
estimating possible reserves.
In August 2002, Medco released a press statement stating - "Pidawan #1
exploration well was spudded on 1 March 2002 and completed July 17, 2002. The
well is a gas discovery well located in Simenggaris JOB Block, N. E. Kalimantan,
near Tarakan Island. Total depth of the well is 7504 feet. Preliminary estimated
reserves; based on available information for Pidawan #1 well is 25 BCFG.
Potential market for the gas discovery includes the Bunyu Methanol Plant and
power generation in Tarakan Island". Medco advised that it would conduct a
feasibility study on the building of a pipeline from the Pidawan location to
Tarakan Island in order to market the gas. In April 2004, the Operating
Shareholder ("Medco") advised that it was currently focusing its efforts on
securing purchasers or a reliable market for the gas and the results would
determine the future course of action for this concession.
Sesayap-B1
A petroleum system study of the Simenggaris Concession was commissioned and
carried out by the Faculty of Earth Sciences and Mineral Technology of the
Institute Technology Bandung, Indonesia with support from the Indonesian
Petroleum Geosciences Study Centre. Based on this study, Medco drilled two
wells, namely Sesayup B and South Sembakung 2.
The main potential source of hydrocarbons for the Simenggaris block is the
organic rich shales and coals of the Meliat formation and, to a lesser extent,
the Naintupo formation. Thermal maturity levels show that both shales are in the
onset of maturity. The migration systems are both lateral running through the
adjacent carrier beds and vertically along the older growth fault prior to
Plio-Pleistocene compression.
The Sesayap-A1 well encountered multiple sandstone reservoirs within the Meliat
and Tabul formations. They flowed at: 28.4 MMSCFGD and also included condensate.
This was from 8 drill stem tests ("DST'). The Bangkudulis-1 well flowed at 5996
BOPD from 5 DSTs also within multiple sandstone layers. These sandstone layers
are in distributory channels.
The Sesayap-B1 prospect is 70 milliseconds higher than Sesayap-A1 at the Tabul
level and 150 milliseconds lower than the Bangkudulis structure at the Meliat
level.
Sesayup B-1 was spudded on 30 December 2005 and drilling reached the target
depth of 6025 feet in February 2006. The well was logged, four tools were run
and sidewall cores for 51 points. The Operator also ran logs for MDT, pressure
test on 41 points and 2 fluid sampling on zones 37 and 38 (upper Meliat). Based
on the results, the Operator recommended that the well be temporarily suspended
with the lower zone (Naintupo and Meliat Formation) plugged and abandoned. The
upper zone (Tabul Formation) in 9 5/8' casing is temporarily plugged and
suspended and the Operator will evaluate the potential zone in Tabul prior to
decision whether to test or not test this zone. The Operator advised that it was
considering returning with a smaller rig to test the well at a later date.
Simenggaris Block - South Sembakung-2
South Sembakung-2 was spudded on 9 March 2006 at a point where the seismic lines
intersect and show a good thick channel of sandstone development with the Tabul
formation interval. The recommendation to drill has been based on the analysis
of the favourable results from adjacent wells and testing. Deposited sandstones
in braided channels constitute good reservoir potential:
log porosity ranges from 20-32%
Market
Oil is easier to produce and market as it would simply be produced from a
floating production storage unit ("FPSU") and then delivered anywhere in the
country. Gas is more difficult to monetize as it will require a pipeline to get
the gas to market and costs associated with laying a pipeline far exceed
production and marketing costs for oil in the regions discussed herein.
Marketing opportunities in nearby Sabah are being examined.
Competition
The oil and gas industry is highly competitive. The Company's competitors and
potential competitors include major oil companies and independent producers of
varying sizes, which are engaged in the acquisition of producing properties and
the exploration and development of prospects. Many of the Company's competitors
have greater financial, personnel and other resources than does the Company and
therefore have a greater leverage to use in acquiring prospects, hiring
personnel and marketing oil and gas. Accordingly, a high degree of competition
in these areas is expected to continue.
17
Indonesian Government Regulation
The Company may either sell its production on the international market or opt to
sell it domestically. There is a commitment to sell 25% of any oil production
domestically (called Domestic Market Obligation) at 15% of the crude price. This
commitment is imposed in the terms of all PSCs and does not vary between PSCs.
This commitment becomes effective after the first 60 months of production. As
the fields have not reached a level of commercial production, the commitment
does not currently apply. There are no constraints on production. Indonesia has
no exchange controls; therefore, foreigners are able to move funds freely in and
out of the country through accounts denominated in local foreign currency.
On all projects in which a company enters into a PSC with Pertamina, it is
obligated to:
o Conduct an environmental baseline assessment at the beginning of its
activities.
o Take the necessary precautions for protection of ecological systems,
navigation and fishing, and prevent extensive pollution of the area,
sea or rivers as the result of operations undertaken under the work
program.
o After the expiration or termination or relinquishment of any contract
area, or abandonment of any field, remove all equipment and
installations from the area in a manner acceptable to Pertamina, and
perform all necessary site restoration activities in accordance with
applicable government regulations, the costs of which are treated as
operating costs and are thus cost recoverable, through project
revenues.
The Company considers these environmental obligations to be a part of its policy
of good oil field practice and further acknowledges that the terms are
considered normal throughout the world. Further, the Company believes that the
foregoing obligations will not have a material impact on the Company's
operations.
C. Organizational Structure
The Company conducts its operations through itself and its wholly owned
subsidiary CityView Asia Pty Ltd.
D. Property, Plant And Equipment
Particulars of Oil Leases - Madura (Medco Madura Pty Ltd) and Simenggaris (Medco
Simenggaris Pty Ltd) In March 2006, CityView announced that its wholly owned
subsidiary, CityView Asia Pty Ltd had entered into an agreement with the
shareholders of Medco Madura Pty Ltd - PT Medco Energi Internasional Tbk
("Medco"), Midwestern Oil Pte Ltd and Bainsford Ltd for the restructuring of
ownership interests in Medco Madura Pty Ltd ("MMPL"), details of which were:
CityView's effective interest in Madura Production Sharing Contract ("PSC") will
be scaled down from its current 13.00% (based on its 20% shareholding in MMPL)
to a direct 2.65% interest in the Madura PSC.
In January 2006, CityView announced that its wholly owned subsidiary, CityView
Asia Pty Ltd had entered into an agreement for the restructuring of the
ownership of its interest in Medco Simenggaris Pty Ltd. The details of the
agreement, between the existing shareholders - Pt Medco Energi Internasional
TBK, Midwestern Oil Pte Ltd and CityView Asia Pty Ltd were:
o CityView's effective interest in the Simenggaris Production Sharing Contract
would be scaled down from its current 15.625% (based on the Company's 25%
shareholding in MSPL) to a direct 2.50% interest in the Simenggaris Production
Sharing Contract.
Executive Address
The Company's registered office is located at 17 Ord Street, West Perth, Western
Australia 6005. The Company's principal place of business is leased premises at
Level 9, 28 The Esplanade, Western Australia, telephone: (61 8) 9226 4788, fax:
(61 8) 9226 4799, email: info@cityviewcorp.com, website: www.cityviewcorp.com.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A. Operating results
The current financial period is for the twelve months ended December 31, 2005.
The Company's consolidated financial statements are prepared in accordance with
Australian International Financial Reporting Standards ("Australian IFRS"),
which may vary in certain respects from Generally Accepted Accounting Principals
in the United States ("US GAAP"). A reconciliation between Australian IFRS and
US GAAP for the financial periods ended December 31, 2005 and 2004. The
following discussion references the amounts computed in accordance with
Australian IFRS and US GAAP for the results of operations of the Company for the
financial periods ended December 31, 2005 and 2004.
Principal Activities
The principal activities of the Company during the financial year were
investments in energy.
18
Results of Operations
The discussion set forth below relates to the Company's results of operations as
prepared in accordance with Australian IFRS. A reconciliation between Australian
IFRS and US GAAP for the financial periods ended December 31, 2005 are disclosed
in footnote 26 to the financial statements contained herein.
Year Ended December 31, 2005 Compared To Year Ended December 31, 2004 The net
loss of the consolidated entity for the financial year after providing for
income tax and eliminating outside equity interests was AUD$2,784,287 compared
to a loss of AUD$688,710 for the previous financial year. The increase in
operating loss was due primarily from the write off of the receivable from Medco
Madura of approximately AUD$2,272,054. As part of the agreement to scale down
CityView's ownership in Medco Madura from 13% to 2.65% interest, CityView agreed
to forfeit 50% of the receivable due to it, on the successful development and
exploitation of the Madura block.
Dividends
The directors did not recommend the payment of a dividend and no dividends have
been paid or declared since the end of the previous financial year or during the
previous 5 years.
Review of Operations
Although an extensive description of the operations of the Company is included
in the Business overview, which precedes this report, a summary of the pertinent
aspects of those operations is contained in this Item 5.
Energy Portfolio
A. Indonesia - Madura Block onshore Madura Island near Surabaya east Java
Historical On 24 December 2004 the Company announced that it had entered into an
agreement for the sale of one fifth (1/5) of its interest in Medco Madura Pty
Ltd with Bainsford Limited for a consideration of AUD$1,108,553.00 to raise
working capital.
In March 2006, CityView announced that its wholly owned subsidiary, CityView
Asia Pty Ltd had entered into an agreement with the shareholders of Medco Madura
Pty Ltd - PT Medco Energi Internasional Tbk ("Medco"), Midwestern Oil Pte Ltd
and Bainsford Ltd for the restructuring of ownership interests in Medco Madura
Pty Ltd ("MMPL"), details of which were:
CityView's effective interest in Madura Production Sharing Contract ("PSC") will
be scaled down from its current 13.00% (based on its 20% shareholding in MMPL)
to a direct 2.65% interest in the Madura PSC.
o Madura Block - Madura Island, Indonesia: Sebaya #1.
The first well drilled by Medco was Sebaya-1 into a large faulted anticlinal
feature underlying the old Kertegeneh field discovered in 1900. Medco spudded
Sebaya-1 on 20 September 2001.
SEE ALSO ITEM 4B
2004/2005 Summary of the Madura Block
B. Indonesia - Simenggaris Block Onshore North-East Borneo Historical: CityView
owned 25% of Medco Simenggaris Pty Ltd which holds the Simenggaris Block under a
PSC-JOB agreement for a ten-year exploration term commencing February 24, 1998
followed by a production term of twenty years. The Block encompasses an area of
675,582 acres and lies in the oil and gas Tarakan Basin region. Four discoveries
have been made within the Block: the Sembakung oilfield (40 million barrels
oil), the Bangkudulis oilfield, Sesayap-1 and S.Sembakung-1. The former two are
producing fields excluded from the contract area and the latter two are
undeveloped gas-condensate discoveries, which do form part of the contract area.
Similar to the agreement negotiated with Medco on Madura, CityView was free
carried throughout the work program. The first drilling location selected by
Medco was at Pidawan on the same trend as the Sembakung oilfield. The Pidawan-1
well was spudded on February 21, 2002 with a target depth of approximately 7000
feet.
In January 2006, CityView announced that its wholly owned subsidiary, CityView
Asia Pty Ltd had entered into an agreement for the restructuring of the
ownership of its interest in Medco Simenggaris Pty Ltd. The details of the
agreement, between the existing shareholders - Pt Medco Energi Internasional
TBK, Midwestern Oil Pte Ltd and CityView Asia Pty Ltd were:
o CityView's effective interest in the Simenggaris Production Sharing Contract
would be scaled down from its current 15.625% (based on the Company's 25%
shareholding in MSPL) to a direct 2.50% interest in the Simenggaris Production
Sharing Contract.
19
Employee Share and Option Benefits
The shareholders of the Company at its annual general meeting held on 31 May
2000 approved an Employee Share Plan, which included an Incentive Option Plan.
The Company issued 2,500,000 options in 2001 under the Plan exercisable on or
before June 30, 2002 at a price of $0.35 and 200,000 options exercisable on or
before June 30, 2002 at a price of $0.20 each. All of these options were
unexercised and expired on June 30, 2002. No options were issued in 2002, 2003
2004 or 2005.
Options
At the date of this report there are no outstanding options on issue. No options
were issued throughout the year.
Inflationary and Other Economic Pressures
Currently, the Company is not generating revenues from its oil and gas
operations. Future revenues, if any, in this segment are governed, in part
primarily by worldwide commodity pricing. No immediate effect in respect to
inflation and changes on prices is expected. However, inflationary pressures
affect the Company's exploration and development expenditure, which is primarily
incurred in U.S. dollars. The director's estimation of inflation is considered
in regards to the general state of the world economy, and of the United States
and Indonesia in particular. This exposure to inflationary pressure is dependent
on the mix of goods and services provided to the Company by suppliers, sourced
internally in Indonesia and externally. At this stage the Company is unable to
quantify the mix of inflationary pressures from different sources that will
affect the supply of goods and services to the Company.
The official government released Indonesian average inflation rates for the
seven years beginning 1999 were as follows:
1999 2000 2001 2002 2003 2004 2005
Inflation Rates % 2.01% 9.35% 9.00% 9.70% 5.06% 6.40% 7.42%
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 the Republic of Indonesia
in which the Company has acquired assets and may continue to do so as a matter
of normal business practice. The Company's expected initial producing properties
are located in Indonesia where there has been a long established petroleum
industry, with significant elements of foreign capital investments and no
history of expropriation.
The Republic of Indonesia is a separate national state and like many other
national states regulates, controls and taxes activities conducted by residents
and non-residents in the country and the flow of investment into the country and
the return of capital out of the country. All of these controls and regulations
are subject to change from time to time. Some of the interests of the Company in
Indonesia are by way of contract between a subsidiary of the Company and bodies
which are wholly owned arms of the Government of the Republic of Indonesia.
These contracts are subject to controls and regulations by the contracting
parties and by the government of the Republic of Indonesia. These factors, in
addition to the usual exploration and production risk and the economic and
political stability of the host country, Indonesia must all be taken into
account in relation to the Company's operations in Indonesia.
Other than the effect of the government's economic fiscal monetary or political
policies of the Republic of Indonesia, or factors upon the operations of the
Company, these policies or factors do not affect investments by United States
Nationals in Ordinary Shares of the Company.
Likely Developments and Expected Results Of Operations Information on likely
developments and expected results of operations (ie financial forecasts and/or
forward looking information) of the consolidated entity has not been included in
this report since management considers such information to be commercially
sensitive and/or confidential and/or not subject to sufficient certainty.
20
Indemnification of Officers and Auditors
The Company has not, during or since the financial year, indemnified or agreed
to indemnify an officer or director of the Company or any related body corporate
against a liability incurred as an officer or auditor.
B. Liquidity and Capital Resources
Year Ended December 31, 2005 compared to Year Ended December 31, 2004 At
December 31, 2005, the Company had a negative working capital of AUD$88,488
compared to working capital of AUD$420,738 at December 31, 2004.
Cash flow used in operating activities decreased from AUD$543,486 in the year
ended December 31, 2004 to AUD$428,820 in the year ended December 31, 2005. The
primary differences for the decrease in funds used were for a reduction in
consulting and marketing fees.
Cash flow used for investing increased from AUD$63,498 for the year ended
December 31, 2004 to AUD$607,135 in the year ended December 31, 2005. The
increase in funds used for investing activities was primarily due to increase in
drilling activities.
The Company generated cash flows from financing activities of AUD$100,000 in the
year ended December 31, 2005 compared to AUD$1,150,000 in the year ended
December 31, 2004. Cash flows from financing activities were by way of a loan
from the company's major shareholder.
C. Research and Development, Patents and Licences
Not applicable
D. Trend Information
Not applicable
Off-Balance Sheet Arrangements
The Company does not have any off balance sheet arrangements in place.
E. Tabular Disclosures of Contractual Obligations
The cost of any work to the Madura and Simenggaris Blocks (hereto discussed in
Items 4 and 5) will be met by the Company in proportion to its equity interests,
however, these amounts and the time frame in which they will be required is
still uncertain.
F. Safe Harbor
In accordance with Safe Harbor Provisions referred to in Item 5G as provided for
in Section 27A of the Securities Act ("Statutory Safe Harbors") the Company
applies same to any forward looking information provided by it in response to
Item 5E and 5F hereof, as well as the Items (4 and 5) referred to in Item 5F
except to the extent that same relates to historical facts.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
Name Age Position
A I Saddique 62 Resigned 11 May 2006
P M Smyth 66 Chief Executive Officer Appointed 6 March 2006
Thinagaran 43 Resigned 11 May 2006
John F Arbouw 60 Resigned 9 May 2006
R M Elliott 47 Resigned 9 May 2006
J. Jacoby 60 Appointed 10 May 2006
M Al Ansari 57 Appointed 11 May 2006
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.
21
Directors
The names and particulars of the directors of the Company in office during and
since the end of the financial year are:
Ahmad Iqbal Saddique - Resigned 11 May 2006
Mr Saddique read law in the United Kingdom and qualified as a barrister. He is
the President of Central Asia Petroleum Limited, a company having substantial
interests in oil and gas producing fields in Central Asia. Mr Saddique is
currently the Managing Director of Midwestern Oil Pte Ltd (formerly Falcon Oil
Pte Ltd).
Mr Saddique has substantial interests in companies owning the patents to unique,
innovative and revolutionary water treatment and desalination technologies as
well as other cutting edge technologies in the field of extraction of water from
waste material and the pulverizing of the residue.
Peter Mark Smyth - Chief Executive
Mr Smyth has over 35 years of experience in the natural resources sector which
commenced with Selection Trust in 1969 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.
Mr Smyth operates from Perth Western Australia, Dubai and London. He has a law
degree from Oxford University and was admitted as a solicitor in England and
Wales, Hong Kong and several states in Australia. He was Chief Executive of
CityView from 1996 to 2002.
Thinagaran - Resigned 11 May 2006
Mr Thinagaran holds a law degree from the National University of Singapore and
has been in practice for the past 13 years as an advocate and solicitor in
Singapore. He was a partner with an established law firm and is currently
practicing as a consultant with the same firm.
Messrs Saddique, Goh, Thinagaran and Ee are associated with CityView's largest
individual shareholder Midwestern Oil Pte Ltd, a Singaporean energy company
whose shareholders have interests in substantial oil and gas producing fields in
Central Asia.
John Arbouw - Resigned 9 May 2006
Mr Arbouw was born in Holland and educated in Canada. He is a member of the
Australian Institute of Company Directors (MAICD) and has worked in North
America, Europe, Asia and New Zealand. He has lived and worked in Australia for
the past 26 years and has provided strategic communications advice to Federal
and State Governments as well as some of the major corporations in Australia. Mr
Arbouw has served on a number of boards and has written extensively on global
corporate governance issues.
Robert Maxwell Elliott - Resigned 9 May 2006
Mr Elliott has degrees in both law and commerce and has served as non-executive
director on a number of boards. He is currently the in-house legal counsel,
company secretary and policy manager for the Australian Institute of Company
Directors. Mr Elliott has previously worked for major legal, accounting and
financial institutions and has been company secretary and a non-executive
director of a number of companies. He is a qualified commercial mediator, a
Fellow of both the Chartered Institute of Company Secretaries, and of the
Australian Institute of Company Directors and the Corporate Lawyers Association
of Australia.
John Henry Jacoby - Appointed 10 May 2006
Mr Jacoby is based in Perth, Western Australia and has a long association with
the resource and finance industries. He is very experienced in working in remote
locations and hands-on management.
Mahmood Mohamad Rahamah al Ansari - Appointed 11 May 2006
Mr Ansari has a degree in Computer engineering from the University of Michigan
and initially worked as an engineer with ADMA (Abu Dhabi Marine Operating) and
ADCO (Abu Dhabi Company for Onshore Oil Operations). Mr Ansari is based in Dubai
and specializes in major project negotiation and finance. Mr Ansari is the
President of Quest Energy Limited and Chairman of Quest International General
Trading Establishment.
22
B. Compensation
Remuneration of Directors
The remuneration of all directors is determined and reviewed on a periodic basis
and appropriate recommendations are made to the board of directors. In each
instance the remuneration is assessed with regard to the nature of the
remuneration and the performance of the recipient together with all other
relevant factors with the overall objective of achieving maximum benefits for
shareholders by providing sufficient expertise and experience within the board
and executive officers.
The remuneration is made up of several elements including base fees and
salaries, incentive benefits (including the Incentive Option Plan established
under the Employee Share Plan) and other general benefits covering travel and
vehicle expenses and similar outgoings.
The remuneration for each director for the financial year (inclusive of benefits
to associated or related parties) was:
Name Base fee Other fees Incentives
$ $ (Options)
A I Saddique Nil Nil Nil
P M Smyth Nil Nil Nil
Thinagaran Nil Nil Nil
J F Arbouw Nil Nil Nil
R M Elliott 18,000 Nil Nil
B Y Ee Nil Nil Nil
Y K Goh Nil Nil Nil
Md N Ramli Nil Nil Nil
No amount of money has been set aside by the Company to provide pension or
similar benefits for its officers and directors.
C. Board Practices
The board of directors resolved on June 14, 2000 to formalize the terms of
reference of the board audit committee. The board has adopted a formal audit
charter with the primary objective of assisting the board in fulfilling its
responsibilities to shareholders, potential shareholders and the investment
community relating to accounting and reporting practices of the Company and its
present or future subsidiaries and the quality and integrity of the financial
reporting.
D. Employees
At December 31, 2005 the Company had 1 full time employee at its principal place
of business in Australia. Consultants on a per diem basis undertake much of the
Company's work.
E. Share Ownership
See Item 7A Major shareholders
Employee Share Plan
No Options were issued under the Incentive Option Plan for the year ended
December 31, 2005.
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 May 17, 2006. 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 Options
- -------------------------- -----------------------------------------------------
Mahmood al Ansari 1,000,000 1,000,000
Chairman
Villa 5, 83 C Street
Dubai
United Arab Emirates
- -------------------------- -----------------------------------------------------
PM Smyth Mr Smyth's Superannuation Fund 1,050,426
Chief Executive Officer owns 1,050,426 fully paid Ordinary
12/30 Jarrad Street shares in City View
Cottesloe WA 6011
- -------------------------- -----------------------------------------------------
John Jacoby 100,000 100,000
Director/Secretary
32 Taylor Road
Nedlands WA 6009
- -------------------------- -----------------------------------------------------
23
Major Shareholders
- -------------------------- -----------------------------------------------------
Name Number of Shares Percent of Class
- -------------------------- -----------------------------------------------------
Midwestern Oil Pte Ltd 31,000,000 19.22%
17 Ord Street
West Perth
Western Australia 6005
- -------------------------- -----------------------------------------------------
US Control Account
C/- Computershare Trust
Company Inc 20,088,369 12.45%
- -------------------------- -----------------------------------------------------
Mr Phang Cheng Kwang
Block 54 Marine Terrace
#09-41 440054
Singapore 13,016,188 8.07%
- -------------------------- -----------------------------------------------------
Bainsford Limited
Level 39
BankWest Tower
108 St George's Terrace
Perth WA 6000 10,500,000 6.51%
- -------------------------- -----------------------------------------------------
Based on 161,323,232 shares outstanding as of May 17, 2006.
B. Related Party Transactions
There are no additional interests of management in transaction involving the
Company except for those stated herein or in Item 17 - notes to financial
statements.
C. Interests of Experts and Counsel
Not applicable
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information Reference is made to
"Item 17. Financial Statements" for the financial statements included in this
annual report.
The Company is not a party to any other 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
On May 16 2006, 80,661,616 new shares and 80,661,616 options exercisable by
March 31, 2007 at 8 cents each were allotted pursuant to a shareholders rights
issue. The issued capital of CityView Corporation Limited is now 161,323,232
shares and 80,661,616 options.
24
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) is
a citizen or resident of the US, a US corporation or that otherwise will be
subject to US federal income tax on a net income basis in respect of the Shares;
(ii) is not a resident of Australia for Australian tax purposes; (iii) has not,
within the preceding five years, beneficially owned 10% of the issued capital or
voting stock in the Company; and, (iv) has not used the Shares in carrying on a
trade or business, wholly or partly through a permanent establishment in
Australia.
The statements regarding US and Australian tax laws set forth herein are based
on those laws as in force on the date of this document that may affect the tax
consequence described herein (some of which may have retroactive effect). This
summary is not exhaustive of all possible tax consideration and investors are
advised to satisfy themselves as to the overall tax consequences, including
specifically the consequences under US, state, local and other laws, of the
acquisition, ownership and disposition of Shares by consulting their own tax
advisers.
Taxation of Gains on Sale
A US Portfolio Stockholder is not subject to Australian income tax on the sale
of its Shares in the Company.
Passive Foreign Investment Company Status
A foreign corporation is classified as a passive foreign investment company (a
"PFIC") in any taxable year in which, after taking into account the income and
assets of certain subsidiaries pursuant to the applicable US Internal Revenue
Code "look-through" rules, either (i) at least 75% of its gross income is
passive income, or (ii) at least 50% of the average value of its assets is
attributable to assets that produce passive income from cash holdings and
profits from the sale of marketable securities, even if derived from an active
business.
25
If the Company were a PFIC during any year in which a US Portfolio Stockholder
owned Shares, that US Portfolio Stockholder would be subject to additional taxes
on any gain realized from the sale or any other disposition of the Shares, or
any excess distribution received from the Company.
A US Portfolio Stockholder will have an excess distribution to the extent that
distributions on Shares during a taxable year exceeded 125% of the average
amount received during the three preceding taxable years (or, if shorter, the US
Portfolio Stockholders' holding period for the Shares). To compute the tax on
gain or on an excess distribution, (i) the excess distribution or the gain is
allocated rateably over the US Portfolio Stockholder's holding period for the
Shares, (ii) the amount allocated to the current taxable year at the highest
applicable marginal rate in effect for each year and (iii) an interest charge is
imposed to recover the deemed benefit from the deferred payment of the tax
attributable to each year.
If the Company is a PFIC, US persons that own an interest in another entity that
owns shares in the Company may be treated as indirect holders of their
proportionate share of that entity's Shares, and may be taxed on their
proportional share of any gain or excess distribution from that entity
attributable to the entity's in the Company. A US person that owns an interest
in the entity that is an actual holder of Shares will be treated as an indirect
holder if (i) the actual holder is itself a PFIC, (ii) the actual holder is a
foreign corporation other than a PFIC in which the US person who owns an
interest in the actual holder owns (directly or indirectly) at least 50% in
value of the actual holder's shares, or (iii) the actual holder is a
partnership, trust or estate in which the US Portfolio Stockholder is a partner
or beneficiary. An indirect holder must take into income its portion of any
excess distribution received by the actual holder or any gain recognized by the
actual holder on the Shares. An indirect holder also must treat an appropriate
portion of its gain on the sale or disproportion of its interest in the actual
holder as gain on the sale of the Shares. If the Company were a PFIC, a US
Portfolio Stockholder of Shares would generally be subject to similar rules with
respect to distribution by, and dispositions of the shares of, any direct or
indirect subsidiaries of the Company that were PFICs.
The Internal Revenue Code provides each US stockholder in a PFIC with an
election whereby the additional US tax burden imposed on gain on sale of PFIC
stock and receipt of excess distributions from a PFIC, as described above, can
be avoided. This election generally requires that the PFIC stockholder include
in its income, its pro-rata share of the PFICs distributed and undistributed
income, as computed under US tax accounting principles, on an current basis. In
certain cases, a further election is available to an electing PFIC stockholder
to defer the tax payable with respect to the stockholder's pro-rata share of the
PFICs undistributed income, although in this case interest applies on the
deferred tax. Thus, even if the first or both of these elections are made, a US
stockholder of a PFIC loses the tax benefit, which is available with respect to
investment in a non-PFIC corporation, of deferring and converting to capital
gain the investor's personal US tax liability with respect to the Company's
undistributed income. These elections also generally require that the PFIC
annually provide the electing PFIC shareholder, for inspection by the Internal
Revenue Service, an analysis of the PFICs income computed under US tax
accounting principals.
The Company does not intend to furnish any US Portfolio Stockholder with the
information that it would need in order to avoid the PFIC tax treatment
described by electing to include its share of the Company's income on a current
basis. Therefore these elections may not be available to the Company's US
Portfolio Stockholders.
There are other adverse US tax rules associated with holding Shares in a company
that has been a PFIC during any part of a US Portfolio Stockholders holding
period. These include a denial of a step-up in a tax basis on the death of a US
individual stockholder, and burdensome reporting requirements.
If the Company ceases to be a PFIC, a US Portfolio Stockholder may avoid the
contained application of the tax treatment described above by electing to be
treated as if it sold its Shares on the last day of the last taxable year in
which the Company was a PFIC. Any gain is recognized and subjected to tax under
the rules described above. Loss is not recognized. The US Portfolio
Stockholder's basis in the Shares is increased by the amount of gain recognized
on the deemed sale. This election is not available to a US Portfolio Stockholder
that previously elected to include its share of the Company's income on a
current basis. The US Congress recently has considered legislation that would
alter the PFIC rules substantially. Prospective investors should consult their
own tax advisors as to the potential application of the PFIC rules, as well as,
the impact of any proposed legislation that could affect them.
Taxation of Dividends
The Company does not expect to pay cash dividends for the foreseeable future,
but, rather, to retain earnings, if any, to finance expansion of its business.
Should the Company begin paying dividends, however, the Company's dividends to
its US Portfolio Stockholders would be exempt from Australian dividend
withholding tax to the extent such dividends are considered to be "franked" for
Australian tax purposes. A dividend is considered to be "franked" to the extent
that such dividend is paid out of the Company's income on which Australian
corporate tax has been levied. Even if not "franked," a dividend will be exempt
from Australian dividend withholding tax if it is paid out of the Company's
non-Australian source dividend income and the Company specifies a "foreign
dividend account declaration percentage" for such purpose. The Company
anticipates that if it pays dividends, such dividends would likely be either
"franked," or paid from the Company's non-Australian source dividend income as
specified in the foreign dividend account declaration percentage, and therefore
would be exempt from Australian dividend withholding tax.
26
If, however, dividends are paid by the Company that are not "franked," nor paid
from the initial Company's non-Australian source dividend income as specified in
the foreign dividend account declaration percentage, such dividend would then be
subject to Australian dividend withholding tax. However, in accordance with the
provisions of the Australia/United States Income Tax Treaty, Australian
withholding tax on dividend income derived by a US stockholder would be limited
to 15% of the gross amount of the dividend. Subject to certain limitations, any
Australian dividend withholding tax may be claimed as a credit against the
federal income tax liability of the US stockholder. The overall limitation on
non-US taxes eligible for US credit is calculated separately with respect to
specific classes, or "baskets" of income. For this purpose, dividends
distributed by the Company will generally constitute "passive income" or, in the
case of certain US Portfolio Stockholder, "financial service income." The US tax
credits allowable with respect to each income basket cannot exceed the US
federal income tax payable with respect to such income. The consequences of the
separate limitation calculation will depend on the nature and sources of each US
Portfolio Stockholder's income and the deductions allocable thereto.
Distributions on the Shares will constitute dividends for US Federal income tax
purposes to the extent paid out of current or accumulated earnings and profits,
if any of the Company, as determined for US federal income tax purposes. If the
Company pays a dividend, such dividend would likely be paid in Australian
dollars. The amount of dividend income for a US Portfolio Stockholder will be
the US dollar value of the dividend payment on the date of receipt, even if the
dividend is not converted into US dollars Gain or loss, if any, realized on a
sale or other disposition of Australian Dollars will be ordinary income or loss
to the US Portfolio Stockholder. Dividends paid by the Company will not be
eligible for the "inter-corporate dividends received" deduction allowed to US
corporations.
Estate and Gift Tax
Australia does not impose any estate, inheritance or gift taxes. Therefore, no
Australian estate tax, inheritance tax or gift tax will be imposed on the death
or upon a lifetime gift by, a US Portfolio Stockholder.
F. Dividends and Paying Agents Not applicable
G. Statement by Experts Not applicable
H. Documents on Display
Persons having a right of inspection of the Company's records under the
Australian Corporations and securities legislation can inspect such records by
contacting the Company's principal place of business at Level 9, 28 The
Esplanade, Perth Western Australia,Telephone: (61 8) 9226 4788, Fax: (61 8) 9226
4799, email: info@cityviewcorp.com
The Company is subject to the information requirements of the Securities
Exchange Act of '34, as amended. Accordingly the monthly Form 6-K and Annual
Form 20-F are filed with the SEC. A copy of any document filed can be read at
the SEC's public reference room at 100 Fifth 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
27
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
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 and 15d-15). CityView's chief executive officer and
chief accounting officer have concluded that as of the evaluation date December
31, 2005, its disclosure controls and procedures are effective.
During the fiscal year 2005, 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
o The Company established an Audit Committee, which is responsible for the
following:
o Oversee the existence and maintenance of internal controls and
accounting systems, including the implementation of mandatory and
non-mandatory accounting policies and reporting requirements;
o Oversee the financial reporting process, including reviewing and
reporting to the Board on the accuracy of all financial reports lodged
with ASX which include the quarterly, half-yearly and annual financial
reports;
o Recommend to the Board the nomination, removal and remuneration of the
external auditors; and
o Review the external audit arrangements, including ensuring that any
non-audit services provided do not impair the auditors independence.
The Audit Committee meets and reports to the Board as required, but in any case
at least twice each year and its members are Messrs Thinagaran and Arbouw. The
Committee has authority to seek any pertinent information it requires from any
employee or external party. Qualifications held by the individuals on the Audit
Committee are included in the Directors' Report.
The Audit committee does not follow ASX recommendations as the members are not
all independent and not all members are non-executive directors. The Audit
Committee is comprised of those directors the Board considers best qualified to
carry out the responsibilities required of an Audit Committee. It is Company
policy that the Committee must comprise of at least three members. Any member of
the Committee is able and obliged to bring any matter to the attention of the
Board where the member believes the matter has not been adequately dealt with by
the Committee or is of significant importance that the Board should be informed.
The Chief Executive Officer and Company Secretary are required to state in
writing to the Board that the Company's financial reports present a true and
fair view of the Company's financial condition and that operation results are
reported in accordance with relevant accounting standards.
The objectives, composition, term of office and duties and responsibilities of
the Committee ("the Charter") have been updated to meet the Principles of Good
Corporate Governance and Best Practice Recommendations as suggested by the
Australian Stock Exchange Corporate Governance Council on March 31, 2003. A copy
of the Charter has been posted on the website.
Audit Committee Charter
Objectives:
The Audit Committee is appointed by the Board to assist the Board in monitoring
(1) the integrity of the financial statements of the Company, (2) the compliance
by the Company with legal and regulatory requirements and (3) the independence
and performance of the Company's internal and external auditors.
28
The members of the Audit Committee shall meet the independence and experience
requirements of the Australian Stock Exchange.
The Audit Committee shall have the authority to retain special legal, accounting
or other consultants to advise the Committee.
The Audit Committee may request any officer or employee of the Company or the
Company's outside counsel or independent auditor to attend a meeting of the
Committee or to meet with any members of, or consultants to, the Committee.
The Audit Committee makes regular reports to the Board.
The Audit Committee shall at least annually, unless otherwise specified:
1. Review and reassess the adequacy of this Charter annually and recommend any
proposed changes to the Board for approval.
2. Review the annual audited financial statements with management, including
major issues regarding accounting and auditing principles and practices as
well as the adequacy of internal controls that could significantly affect
the Company's financial statements.
3. Review an analysis prepared by management and the independent auditor of
significant financial reporting issues and judgments made in connection
with the preparation of the Company's financial statements.
4. Review with management and the independent auditor the effect of regulatory
and accounting initiatives as well as off-balance sheet structures on the
Company's financial statements.
5. Review with management and the independent auditor the Company's quarterly
financial statements prior to the filing of them with the relevant
regulators.
6. Meet periodically with management to review the Company's major financial
risk exposures and the steps management has taken to monitor and control
such exposures.
7. Review major changes to the Company's auditing and accounting principles
and practices as suggested by the independent auditor, internal auditors or
management.
8. Recommend to the Board the appointment of the independent auditor, which
firm is ultimately accountable to the Audit Committee and the Board.
9. Review the experience and qualifications of the senior members of the
independent auditor team and the quality control procedures of the
independent auditor. Review the experience and qualifications of the
Company's senior finance executives.
10. Approve the fees to be paid to the independent auditor. 11. Establish
guidelines for the retention of the independent auditor for any
non-audit service.
12. Receive periodic reports from the independent auditor regarding the
auditor's independence, discuss such reports with the auditor, and if so
determined by the Audit Committee, recommend that the Board take
appropriate action to satisfy itself of the independence of the auditor.
13. Evaluate together with the Board the performance of the independent auditor
and, whether it is appropriate to rotate independent auditors on a regular
basis. If so determined by the Audit Committee, recommend that the Board
replace the independent auditor.
14. Recommend to the Board guidelines for the Company's hiring of employees of
the independent auditor who were engaged on the Company's account.
15. Review the appointment and replacement of the senior internal auditing
executive.
16. Review the significant reports to management prepared by the internal
auditing department and management's responses.
17. Meet with the independent auditor prior to the audit to review the planning
and staffing of the audit.
18. Obtain from the independent auditor assurance that Section 10A of the
Private Securities Litigation Reform Act (1995) is adhered to.
19. Obtain reports from management, the Company's senior internal auditing
executive and the independent auditor that the Company's subsidiary/foreign
affiliated entities are in conformity with applicable legal requirements
and the Company's Code of Conduct/Ethics, including disclosures of insider
and affiliated party transactions.
20. Discuss with the independent auditor the matters required to be discussed
in relating to the conduct of the audit.
21. Review with the independent auditor any problems or difficulties the
auditor may have encountered and any management letter provided by the
auditor and the Company's response to that letter.
29
Such review should include:
(a) Any difficulties encountered in the course of the audit work, including any
restrictions on the scope of activities or access to required information,
and any disagreements with management.
(b) Any changes required in the planned scope of the internal audit. (c) The
internal audit department responsibilities, budget and staffing. 22.
Prepare the report required by the rules of the Australian Stock
Exchange/Securities Exchange Commission.
23. Advise the Board with respect to the Company's policies and procedures
regarding compliance with applicable laws and regulations and with the
Company's Code of Conduct/Ethics.
24. Review with the Company's General Counsel legal matters that may have a
material impact on the financial statements, the Company's compliance
policies and any material reports or inquiries received from regulators or
governmental agencies.
25. Assess its performance of the duties specified in this charter and report
its findings to the Board of Directors.
While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations and the Company's Code of Conduct/Ethics.
The CityView Audit Committee currently comprises three directors, two of which
are independent under the Principles of Corporate Governance and Best Practice
Recommendations of the Australian Stock Exchange.
Pursuant to Section 407 of the Sarbanes-Oxley Act of 2002 (SOXA), the Company
has a duty as party of its dual listing to adopt rules disclosing whether it has
at least one "audit committee financial expert" serving on its audit committee,
and, if so, whether the expert is independent of management.
In addition, the "financial expert" should have:
o an understanding of generally accepted accounting principles and financial
statements
o the ability to assess the general application of such principles in
connection with the accounting for estimates, accruals and reserves
o experience preparing, auditing, analyzing or evaluating financial
statements that present a breadth and level of complexity generally
comparable to those of the issuer's financial statements, or experience
actively supervising one or more person engaged in such activities
o an understanding of internal controls and procedures for financial
reporting
o an understanding of audit committee functions
The attributes of the "financial expert" will have been acquired through any one
or more of the following ways: o education and experience as a principal
financial officer, principal
accounting officer, controller, public accountant or auditor or experience
in one or more positions that involve the performance of a similar function
o experience actively supervising a principal financial officer, principal
accounting officer, controller, public accountant, auditor or person
performing similar functions
o experience overseeing or assessing the performance of companies or public
accountants with respect to the preparation, auditing or evaluation of
financial statements
o other relevant experience
o an understanding of internal controls and procedures for financial
reporting
o an understanding of audit committee functions.
The Company designated John F. Arbouw MAICD as its "financial expert" on the
Audit Committee in that Mr Arbouw fulfils some but not all of the criteria set
out in Section 407. Mr Arbouw has experience as a managing director and chief
financial officer of a communications company and has been a financial
journalist and financial commentator. He is an advisor to several companies on
corporate strategy and on a cumulative basis has gained experience and
understanding of internal controls and procedures for financial reporting and an
understanding of audit committee functions. As well, Mr Arbouw has:
o an understanding of generally accepted accounting principles and financial
statements
o the ability to assess the general application of such principles in
connection with the accounting for estimates, accruals and reserves
o an understanding of internal controls and procedures for financial reporting.
30
ITEM 16B. Code of Ethics
CityView Corporation Limited is committed to excellence, integrity and
professionalism as well as the growth and development of all its operations.
This commitment extends to ensuring shareholders and stakeholders are fully
informed about the company's activities and that the Board of Directors and
employees conduct themselves:
o Honestly and with integrity and respect not only with one another, but with
all of the group's stakeholders;
o That they use confidentiality and discretion involving information that is
proprietary to the group;
o That they avoid any conflict of interest which may interfere with the
independent exercise of their judgment in the best interests of the group;
o That they adhere to all laws and regulations determining the group's legal and
moral obligations; and
o That they foster a non-discriminatory work and business environment to promote
a climate of harmony and tolerance.
Statement of Corporate Governance
The ASX Corporate Governance Council requires that the Company must disclose the
extent to which it has followed best practice recommendations, identify which
recommendations have not been followed and the reason for not adopting the
recommendations.
The ASX Corporate Governance Council recognises that not all recommendations are
appropriate for all companies and that companies should only adopt those
recommendations that are suitable in each individual case.
The following is a summary of policies adopted by the Company and where
appropriate, explanations of where best practice recommendations have not been
applied.
Board Composition and Functions
Under the Company's Constitution, the Board is required to consist of at least
three and no more than ten directors. If the Company has three or more
directors, one third of the directors, with the exception of the Chief
Executive, must retire and seek re-election at the Annual General Meeting each
year.
The Board of the Company in 2005 consisted of two independent non-executive
directors, two non-executive directors, and two executive directors. The board
includes the Chief Executive Officer (executive) and the Chairman
(non-executive).
The Board composition does not follow ASX recommendations, in that a majority of
directors are not independent. However, the same person does not exercise the
roles of Chairman and Chief Executive Officer and the Board is considered to be
comprised of directors with the experience and qualifications best suited to the
Company's size and range of activities.
The Board delegates responsibilities to committees, executive directors and
senior management.
The Board is responsible for corporate strategy, implementation of business
plans, allocation of resources, approval of budgets and capital expenditure and
the adherence to Company policies.
The Board is also responsible for compliance with the Code of Conduct,
overseeing risk management and internal controls and the assessment, appointment
and removal of the Chief Executive, Company Secretary and other senior
management.
Directors of the Company during the financial year and information pertaining to
individual directors, is included in the Director's Report. Board members have
the right to seek independent professional advice in the furtherance of their
duties as directors at the Company's expense.
Director Independence
The Company has established guidelines for testing the independence of
directors. A director is considered to be independent if they satisfy certain
criteria, the most significant being:
o The director must be in a non-executive role where any fees payable by the
Company could not be considered to make the director reliant on such
remuneration. The director must have no other material contractual
relationship with the Company other than as a director of the Company;
o The director is not a substantial shareholder of the Company; o The director
has not been employed in an executive capacity by the Company and
has not been a principal of a material adviser or consultant to the Company
within the last three years, and
o The director is free from any interest which could reasonable be perceived to
materially interfere with the director's ability to act in the best interests
of the Company.
31
Risk Management
The Board is responsible for the identification of significant areas of business
risk, implementing procedures to manage such risks and developing policies
regarding the establishment and maintenance of appropriate ethical standards to:
o Ensure compliance in legal, statutory and ethical matters; o Monitor the
business environment; o Identify business risk areas; o Identify business
opportunities; and o Monitor systems established to ensure prompt and
appropriate responses to
shareholder complaints and enquiries. The Board meets on a regular basis. The
Company does not follow the ASX best practice recommendation that the Company
should have an internal control function. The Board considers that the Company
is not of a size or operational complexity to warrant the implementation of a
separate internal control function.
Hedging
Committee
o The Company does not follow ASX Best Practice recommendations with regard to
hedging. The Board considers that the Company is not of a size or operational
complexity to warrant the implementation of a separate hedging committee.
Procedure for the Selection of New Directors
The Company believes it is not of a size to justify having a Nomination
Committee. If any vacancies arise on the Board, all directors are involved in
the search and recruitment of a replacement.
Corporate performance is enhanced when the Board has an appropriate mix of
skills and experience. The Board is evaluated before a candidate is selected to
join the Board. Candidates are nominated by existing Board members and, if
necessary, independent search consultants are utilised. Where a director
nominates a candidate for the Board, the director must disclose any pre-existing
relationship with the nominee.
New directors are provided with a letter of appointment setting out their
responsibilities and rights and are provided with a copy of the Company's
Constitution.
Remuneration of Board Members
The Company does not follow ASX Best Practice recommendations, as it does not
have a Remuneration Committee. The Board considers that the Company is not of a
size or operation complexity to warrant the implementation of a Remuneration
Committee.
Performance evaluations for Board members are held annually. No director may be
involved in setting his or her own remuneration or terms and conditions.
Ethical Standards and Performance
The Company intends to maintain a reputation for integrity and the board
recognizes the need for directors and employees to observe the highest standards
of behaviour and business ethics when engaging in corporate activity. Currently
the Company is not of sufficient size to warrant the preparation of a formal
code of ethical business standards for the Company. The board does, however,
require of itself, its employees and contractors the highest ethical standards
when carrying out their duties and when acting on behalf of the Company.
The directors are responsible for performing their functions with a view to
achieving the highest possible level of financial performance by the
consolidated entity. This concerns both the propriety of decision making in
situations of possible or real conflicts of interest and quality of decision
making for the benefit of shareholders.
ITEM 16C.
Principal Accountant Fees and Services
The aggregate fees billed for the last two fiscal years for professional
services rendered by the Company's auditors are as follows:
2005 2004
A$ A$
Audit fees 42,565 38,165
Other services 6,300 7,905
------------------------------
48,865 46,070
------------------------------
32
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.
33
PART III
ITEM 17. FINANCIAL STATEMENTS
CITYVIEW CORPORATION LIMITED
ACN 009 235 634
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2005
Page Number
Auditor's Report 35
Income Statement 36
Balance Sheet 37
Statement of Cash Flows 38
Notes to and forming part of the Financial Statements 39-52
34
BDO
CHARTERED ACCOUNTANTS
& ADVISERS
Level 8, 256 St. George's Terrace Perth WA 6000
Tel: (61-8) 9360 4200
Fax: (61-8) 9481-2524
Email: bdo@bdowa.com.au
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
CityView Corporation Limited
Perth, Western Australia
We have audited the accompanying consolidated balance sheets of CityView
Corporation Limited as of December 31, 2005 and 2004 and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the two years in the period ended December 31, 2005. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of CityView Corporation
Limited at December 31, 2005 and 2004, and the results of its operations and its
cash flows for each of the two years in the period ended December 31, 2005, in
conformity with Australian equivalent to International Financial Reporting
Standards.
Carrying Value of Assets
Without qualification to the opinion expressed above, attention is drawn to the
following matter.
As disclosed in Note 10, the ultimate recoverability of the loans amounting to
$5,680,133 from Medco Madura Pty Ltd and Medco Simenggaris Pty Ltd are dependant
upon the future development and successful exploitation or possible sale of the
underlying areas of interest.
/s/ BDO Chartered Accountants
BDO Chartered Accountants
Perth, Australia
Date 30 June 2006
35
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2005
Consolidated Entity Parent Entity
31 Dec 05 31 Dec 04 31 Dec 05 31 Dec 04
NOTE $ $ $ $
Revenue 2 7,813 17,028 7,813 17,028
Administration expenses (76,458) (130,592) (76,458) (130,592)
Employee wages and benefits expense (93,912) (86,292) (93,912) (86,292)
Consulting/Legal expenses 81,477 (183,393) 81,477 (183,393)
Depreciation and amortisation expense (3,007) (4,828) (3,007) (4,828)
Occupancy Expenses (54,253) (57,079) (54,253) (57,079)
Exploration & Development expenses (311,336) (1,297,000) (311,336) (26,030)
Write off receivable - Medco Madura (2,272,054) - (2,272,054) -
Write back of intercompany receivable - - - (162,436)
Gain on sale of investment 2 - 1,108,534 - -
Other expenses from ordinary activities (62,557) (55,088) (62,557) (55,088)
--------------------------------- ---------------------------------
Loss before income tax expense 3 (2,784,287) (688,710) (2,784,287) (688,710)
--------------------------------- ---------------------------------
Income tax expense - - - -
Loss for the year (2,784,287) (688,710) (2,784,287) (688,710)
Loss attributable to members of the parent entity
(2,784,287) (688,710) (2,784,287) (688,710)
--------------------------------- -------------------------------
Basic loss per share (cents per share) 18 (3.45c) (0.98c)
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.
36
BALANCE SHEET FOR THE YEAR ENDED 31 DECEMBER 2005
Consolidated Entity Parent Entity
31-Dec-05 31-Dec-04 31-Dec-05 31-Dec-04
NOTE $ $ $ $
ASSETS
Current assets
Cash 7 166,004 1,101,959 165,996 1,101,951
Receivables 8 6,352 6,352 6,352 6,352
--------------------------------- --------------------------------
Total current assets 172,356 1,108,311 172,348 1,108,303
--------------------------------- --------------------------------
Non-current assets
Receivables 9 5,680,133 7,952,187 5,974,542 8,246,596
Other financial assets 10 - - 10 10
Equipment 11 885 3,892 885 3,892
Oil assets 12 294,411 294,411 - -
--------------------------------- --------------------------------
Total non-current assets 5,975,429 8,250,490 5,975,437 8,250,498
--------------------------------- --------------------------------
Total assets 6,147,785 9,358,801 6,147,785 9,358,801
--------------------------------- --------------------------------
LIABILITIES
Current liabilities
Payables 13 38,178 571,373 38,178 571,373
Interest bearing liabilities 14 204,666 100,000 204,666 100,000
--------------------------------- --------------------------------
Total current liabilities 242,844 671,373 242,844 671,373
--------------------------------- --------------------------------
Non-current liabilities
Provisions 15 18,000 16,200 18,000 16,200
--------------------------------- --------------------------------
Total non-current liabilities 18,000 16,200 18,000 16,200
--------------------------------- --------------------------------
Total liabilities 260,844 687,573 260,844 687,573
--------------------------------- --------------------------------
--------------------------------- --------------------------------
Net assets 5,886,941 8,671,228 5,886,941 8,671,228
================================= ================================
EQUITY
Contributed equity 16(a) 58,285,996 58,285,996 58,285,996 58,285,996
Accumulated losses 17 (52,399,055) (49,614,768) (52,399,055) (49,614,768)
--------------------------------- --------------------------------
Total equity 5,886,941 8,671,228 5,886,941 8,671,228
================================= ================================
The above balance sheet should be read in conjunction with the accompanying
notes.
37
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2005
Consolidated Entity Parent Entity
31-Dec-05 31-Dec-04 31-Dec-05 31-Dec-04
NOTE $ $ $ $
Cash flows from operating activities
Interest received 7,813 17,028 7,813 17,028
Payments to suppliers and employees (436,633) (560,514) (436,633) (560,514)
--------------------------------- -------------------------------
Net cash outflow from operating activities 21(b) (428,820) (543,486) (428,820) (543,486)
--------------------------------- -------------------------------
Cash flows from investing activities
Sale of one fifth of investment in Medco Madura - 1,108,534 - -
Advance to/(from) controlled entities - - - (162,436)
Exploration and development expenditure (607,135) (1,270,970) (607,135) -
Payment for property, plant & equipment - (1,062) - (1,062)
--------------------------------- -------------------------------
Net cash outflow from investing activities (607,135) (163,498) (607,135) (163,498)
--------------------------------- -------------------------------
Cash from financing activities
Loan - Major shareholder 100,000 100,000 100,000 100,000
Proceeds from the issue of shares - 1,050,000 - 1,050,000
--------------------------------- -------------------------------
Net cash inflow from financing activities 100,000 1,150,000 100,000 1,150,000
--------------------------------- -------------------------------
Net increase/(decrease) in cash (935,955) 443,016 (935,955) 443,016
Cash at the beginning of the period 1,101,959 658,943 1,101,951 658,935
--------------------------------- -------------------------------
Cash at the end of the period 21(a) 166,004 1,101,959 165,996 1,101,951
--------------------------------- -------------------------------
The above cash flow statement should be read in conjunction with the
accompanying notes.
38
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2005
1. Statement of Significant Accounting Policies
Basis of Reporting
The financial report is a general-purpose financial report, which has been
prepared in accordance with the Corporations Act 2001, all applicable
Accounting Standards and Urgent Issues Group Consensus Views and other
authoritative pronouncements of the Australian Accounting Standards Board,
and complies with other legal requirements.
The financial report covers the consolidated entity CityView Corporation
Limited ("CityView") and its controlled entities and CityView as an
individual parent entity. CityView is a listed public company, incorporated
and domiciled in Australia.
The financial report has been prepared on an accrual basis and is based on
historical cost and, except where stated, does not take into account
changing money values or current valuations of non current assets. Cost is
based on the consideration given in exchange for assets.
Compliance with IFRSs
Australian Accounting Standards include Australian equivalents to
International Financial Reporting Standards. Compliance with AIFRSs ensures
that the consolidated financial statements and notes of CityView
Corporation Limited comply with International Financial Reporting Standards
(IFRSs). The parent entity financial statements and notes also comply with
IFRSs except that it has elected to apply the relief provided to parent
entities in respect of certain disclosure requirements contained in AASB
132 Financial Instruments: Presentation and Disclosure and AASB 124 Related
Party Disclosures.
Application of AASB 1 First-time Adoption of Australian Equivalents to
International Financial Reporting Standards These financial statements are
the first CityView Corporation Limited financial statements to be prepared
in accordance with AIFRSs. AASB 1 First-time Adoption of Australian
Equivalents to International Financial Reporting Standards has been applied
in preparing these financial statements.
Financial statements of CityView Corporation Limited until 31 December 2004
had been prepared in accordance with previous Australian Generally Accepted
Accounting Principles (AGAAP). AGAAP differs in certain respects from
AIFRS. When preparing financial statements, management has amended certain
accounting, valuation and consolidation methods applied in the AGAAP
financial statements to comply with AIFRS. With the exception of financial
instruments, the comparative figures in respect of 2004 were restated to
reflect these adjustments. The Group has taken the exemption available
under AASB 1 to apply AASB 132 and AASB 139 from 1 January 2005.
Reconciliations and descriptions of the effect of transition from previous
AGAAP to AIFRS on the Group's equity and its net income are given in note
25.
Early adoption of standard
The Group has elected to apply AASB 119 Employee Benefits (issued in
December 2004) to the annual reporting period beginning 1 January 2005.
This includes applying AASB 119 to the comparatives in accordance with AASB
108 Accounting Policies, Changes in Accounting Estimates and Errors.
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 and investment property.
Critical accounting estimates
The preparation of financial statements in conformity with AIFRS requires
the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group's
accounting policies.
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.
39
The following significant accounting policies have been adopted in the
preparation and presentation of the financial report:
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2005
Statement of Significant Accounting Policies (cont)
(a) Principles of Consolidation
A controlled entity is an entity controlled by CityView. Control exists
where CityView has the capacity to dominate the decision making in relation
to the financial and operating policies of another entity so that the other
entity operates with CityView to achieve the objectives of CityView. A list
of controlled entities is contained in Note 20 to the financial statements.
All inter company balances and transactions between entities in the
consolidated entity, including any unrealised profits or losses, have been
eliminated on consolidation.
Where controlled entities have entered or left the consolidated entity
during the year their operating results have been included from the date
control was obtained or until the date control ceased.
Outside interests in the equity and results of the entities that are
controlled are shown as a separate item in the consolidated financial
report.
(b) Going Concern
The financial statements have been prepared adopting the going concern
convention, which assumes continuity of normal business activities and the
realisation of assets and the settlement of liabilities in the ordinary
course of business.
o The ability of the company to continue as a going concern is dependent on
the ability of the company to raise adequate funding for future activities.
The Directors have authorised the preparation of a rights issue to raise
sufficient working capital to fund ongoing operations.
(c) 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 possible that future taxable
amounts will be available to utilise those temporary differences and
losses.
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 subsidiaries have
implemented the tax consolidation legislation for the whole of the
financial year 2005. 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.
40
(d) Foreign Currency
Foreign currency transactions during the year are converted to Australian
currency at the rates of exchange applicable at the dates of the
transactions. Amounts receivable and payable in foreign currencies at
balance date are converted at the rates of exchange ruling at that date.
The gains and losses from conversion of short-term assets and liabilities,
whether realised or unrealised are included in profit from ordinary
activities as they arise.
The assets and liabilities of the overseas controlled entities, which are
self-sustaining, are translated at year-end rates and operating results are
translated at the rates ruling at the end of each month. Gains and losses
arising on translation are taken directly to the foreign currency
translation reserve.
CITYVIEW CORPORATION LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2005
Statement of Significant Accounting Policies (cont)
(e) Acquisition, Exploration and Development Expenditure The consolidated
entity has interests in contracts to develop and operate oil and gas fields
in Indonesia. These contracts are under standard terms for foreign
companies operating in those countries and the amounts for acquisition
costs and exploration and development expenditure are recorded at full
cost. The contracts are subject to controls and regulations by the
respective host country and to some extent may be affected by the political
stability of that country.
While the share of revenue from shareable oil and gas from the operations
in Indonesia will be receivable by the consolidated entity in US dollars,
the ultimate recoverability of the acquisition costs and exploration and
development expenditure will be dependent on the future development and
successful exploitation of the respective areas of interest or the ultimate
sale of those areas. The directors are not able to determine what affect
these factors, together with any movements in world oil and gas prices, may
have on the future values of any expenditure carried forward.
(f) 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.
(g) 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.
(h) Impairment of Assets
At each reporting date the group assesses whether there is any indication
that individual assets are 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.
Where it is not possible to estimate recoverable amount for an individual
asset, recoverable amount is determined for cash-generating unit to which
the asset belongs.
(i) Investments
Investments in controlled entities are recorded at cost and other
investments are carried at cost or valuation determined by the directors.
41
(j) Payables
Trade payables and other accounts payable are recognised when the
consolidated entity becomes obliged to make payments for the purchase of
goods or services received.
(k) 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.
(l) Recoverable Amount of Non-Current Assets
Non-current assets are written down to the recoverable amount where the
carrying value of a non-current asset exceeds the recoverable amount. In
determining the recoverable amount, expected net cash flows have not been
discounted. The ultimate recoverability of the receivables and oil asset
expenditure will be dependent on the future development and successful
exploitation of the respective areas of interest or the ultimate sale of
those areas.
CITYVIEW CORPORATION LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2005
Statement of Significant Accounting Policies (cont)
(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.
Consolidated Entity Parent Entity
31-Dec-05 31-Dec-04 31-Dec-05 31-Dec-04
--------------------------------- -------------------------------
Number of employees at year end 1 1 1 1
The Company also uses the services of consultants and contractors on an as
needs basis.
(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.
(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.
i. Earnings per share Basic earnings per share
42
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 taxation authority,
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 taxation authority, are classified as
operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable
from, or payable to, the taxation authority.
43
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2005
Consolidated Entity Parent Entity
31-Dec-05 31-Dec-04 31-Dec-05 31-Dec-04
$ $ $ $
The following note 2 is a detail of revenue.
The following note 3 is a detail of expenditure
The following note 4 is the income tax calculation derived from
revenue (note 2) less expenditure (note 3)
2. Revenue
Revenue - Investing activities
Gain on sale of investment - one fifth Madura field - 1,108,534 - -
Revenue - From Outside Operating activities
Interest received - other parties 7,813 17,028 7,813 17,028
-------------------------------------- --------------------------------
Total Revenue 7,813 1,125,562 7,813 17,028
-------------------------------------- --------------------------------
3. Loss from ordinary activities Loss from ordinary activities before income tax
has been determined after: Expenses
General and administrative expenses 287,180 329,051 287,180 329,051
Depreciation 3,007 4,828 3,007 4,828
Consultants/Legal Services (81,477) 183,393 (81,477) 183,393
Drilling expenses 311,336 1,297,000 311,336 26,030
Write off receivable- Medco Madura 2,272,054 - 2,272,054 -
Write back of intercompany receivables - - - 162,436
-------------------------------------- --------------------------------
2,792,100 1,814,272 2,792,100 705,738
-------------------------------------- --------------------------------
4. Income Tax (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 (2,784,287) (688,710) (2,784,287) (688,710)
-------------------------------------- --------------------------------
Tax at the Australian tax rate of 30% (2005-30%) (835,286) (206,613) (835,286) (206,613)
Sale Medco Madura $1,108,534 @ 30% - (332,560) - (332,560)
Income tax benefit not recognised 835,286 539,173 835,286 539,173
-------------------------------------- --------------------------------
Income tax benefit - - - -
-------------------------------------- --------------------------------
44
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2005
4. Income Tax continued
Consolidated Entity Parent Entity
31-Dec-05 31-Dec-04 31-Dec-05 31-Dec-04
$ $ $ $
(c) Tax losses
Unused tax losses for which no deferred tax asset
has been recognised 2,784,287 688,710 2,784,287 688,710
-------------------------------------- --------------------------------
Potential tax benefit @ 30% 835,286 206,613 835,286 206,613
-------------------------------------- --------------------------------
Total deferred assets not brought to account 4,918,361 4,083,075 - -
-------------------------------------- --------------------------------
5. Directors' and Executive's Disclosures
(a) Names and positions held of parent entity directors and specified executives
in office at any time during the financial year:
A I Saddique Chairman
P M Smyth Chief Executive Appointed 6 March 2006
Thinagaran Director
J F Arbouw Company Secretary/Director
R M Elliott Director
B Y Ee Chief Executive/Director Resigned 6 March 2006
Y K Goh Director Resigned 6 March 2006
Md N Ramli Director Resigned 13 June 2005
(b) There were no executives during the financial year other than Ee Beng Yew.
(c) Remuneration of Directors and Executives
The remuneration of all directors and executive officers is determined and
reviewed on a periodic basis and appropriate recommendations are made to the
board of directors. In each instance the remuneration is assessed having regard
to the nature of the remuneration and the performance of the recipient together
with all other relevant factors with the overall objective of achieving maximum
benefits for shareholders by providing sufficient expertise and experience
within the board and executive officers.
The remuneration is made up of several elements including base fees and
salaries, incentive benefits (including the Incentive Option Plan established
under the Employee Share Plan) and other general benefits covering travel and
vehicle expenses and similar outgoings.
The remuneration for each director for the financial year (inclusive of benefits
to associated or related parties) was:
2005 Salary & Primary Cash Non-cash Post Employment Equity Other Total
Name Fees Superannuation Bonus Benefits Superannuation Options
Contribution
$ $ $ $ $ $ $ $
A I Saddique - - - - - - - -
B Y Ee - - - - - - - -
Y K Goh - - - - - - - -
Thinagaran - - - - - - - -
Md N Ramli - - - - - - - -
J F Arbouw - - - - - - - -
R M Elliott 18,000 - - - - - - 18,000
P M Smyth - - - - - - - -
45
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2005
Note 5(c)
2004 Salary & Primary Cash Non-cash Post Employment Equity Other Total
Name Fees Superannuation Bonus Benefits Superannuation Options
Contribution
$ $ $ $ $ $ $ $
A I Saddique - - - - - - - -
B Y Ee - - - - - - - -
Y K Goh - - - - - - - -
Thinagaran - - - - - - - -
Md N Ramli - - - - - - - -
J F Arbouw - - - - - - - -
R M Elliott 12,000 - - - - - - 12,000
P M Smyth - - - - - - - -
Shareholdings of Directors
The shareholdings of directors and related parties as at the date of this report
are:
Directors Shares Options
A I Saddique Mr Saddique is a director and shareholder of Midwestern Oil Pte Ltd, which owns Nil
15,802,000 fully paid ordinary shares in CityView. Mr
Saddique is also a director and shareholder of Thomas
Omar Pte Ltd, which owns 500,000 fully paid ordinary
shares in CityView.
B Y Ee Mr Ee is a shareholder of Midwestern Oil Pte Ltd, which owns 15,802,000 fully paid Nil
ordinary shares in CityView.
Y K Goh Mr Goh is a shareholder of Midwestern Oil Pte Ltd, which owns 15,802,000 fully paid Nil
ordinary shares in CityView.
Thinagaran Nil Nil
Md N Ramli Nil Nil
J F Arbouw 30,425 Nil
R M Elliott Nil Nil
P M Smyth Nil Nil
46
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2004
Consolidated Entity Parent Entity
31-Dec-05 31-Dec-04 31-Dec-05 31-Dec-04
$ $ $ $
6. Remuneration of Auditors
Amounts paid/payable to BDO for audit of the financial report for the company:
Auditing services 42,565 38,165 42,565 38,165
--------------------------------- --------------------------------
42,565 38,165 42,565 38,165
--------------------------------- --------------------------------
Amounts paid/payable to BDO for non-audit taxation services performed for the
company:
Taxation services 6,300 7,905 6,300 7,905
--------------------------------- --------------------------------
6,300 7,905 6,300 7,905
--------------------------------- --------------------------------
7. Cash
Cash on hand 500 500 500 500
Cash at bank 106,108 1,101,459 106,100 1,101,451
Deposits at call 59,396 - 59,396 -
--------------------------------- --------------------------------
166,004 1,101,959 165,996 1,101,951
--------------------------------- --------------------------------
Cash on hand is non interest bearing.
Cash at bank and deposits at call attract an interest rate of 3.40% (2004 5.06%)
These deposits have an average maturity of 20 days.
8. Current Receivables
Deposits 6,352 6,352 6,352 6,352
--------------------------------- --------------------------------
6,352 6,352 6,352 6,352
--------------------------------- --------------------------------
9. Non Current Receivables
Loans to controlled entities - at cost - - 294,409 4,570,045
Provision for doubtful debt - at cost - - - (4,275,636)
Loan to Sands Solutions - at cost - 3,000,000 - 3,000,000
Provision for doubtful debt - at cost - (3,000,000) - (3,000,000)
Loans to Medco Madura Pty Ltd and
Medco Simenggaris Pty Ltd - at cost 5,680,133 7,952,187 5,680,133 7,952,187
--------------------------------- --------------------------------
5,680,133 7,952,187 5,974,542 8,246,596
--------------------------------- --------------------------------
The loans to Medco Madura Pty Ltd and Medco Simenggaris Pty Ltd represent monies
owing to CityView for exploration expenditure previously carried out on the
Madura and Simenggaris blocks in Indonesia and paid for by CityView. The
ultimate recoverability of these loans is dependent upon the successful
exploitation of the Madura and Simenggaris blocks by those companies. Failure to
exploit the blocks will result in CityView taking a loss and writing the loans
off.
CityView maintains a 2.65% ownership interest in Medco Madura Pty Ltd and a
2.50% ownership interest in Medco Simenggaris.
Drilling of two wells at Simenggaris is scheduled for early 2006 and drilling at
Madura is scheduled for July/August 2006.
At the evaluation date of December 31, 2005 and pending the drilling results,
the directors remain confident of the recoverability of the loans.
47
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2004
Consolidated Entity Parent Entity
31-Dec-05 31-Dec-04 31-Dec-05 31-Dec-04
$ $ $ $
10. Non-Current Other Financial Assets
CityView Asia Pty Ltd - - 10 10
--------------------------------- --------------------------------
Total Non-Current other financial assets - - 10 10
--------------------------------- --------------------------------
11. Equipment
Equipment at cost 30,175 30,175 30,175 30,175
Less accumulated depreciation (29,290) (26,283) (29,290) (26,283)
--------------------------------- --------------------------------
885 3,892 885 3,892
--------------------------------- --------------------------------
Balance at the beginning of year 3,892 7,658 3,892 7,658
Additions - 1,062 - 1,062
Depreciation expense 3,007 (4,828) 3,007 (4,828)
--------------------------------- --------------------------------
Carrying amount at year end 885 3,892 885 3,892
--------------------------------- --------------------------------
12. Oil Asset
Acquisition costs and exploration and development
expenditure carried forward in respect of areas of
interest - at cost. - 5,678,581 - -
a. Simenggaris pre drilling 294,409 - - -
b. Madura 1 - - -
c. Simenggaris 1 - - -
Provision for write-down of areas of interest - (5,384,170) - -
--------------------------------- --------------------------------
294,411 294,411 - -
--------------------------------- --------------------------------
The pre drilling cost at Simenggaris of $294,409.00 has been capitalised.
13. Current Payables
Unsecured:
Trade creditors - 242,897 - 242,897
Accrued expenses 22,233 328,476 22,233 328,476
Annual leave provision 15,945 - 15,945 -
--------------------------------- --------------------------------
38,178 571,373 38,178 571,373
--------------------------------- --------------------------------
14. Interest Bearing Liabilities
Loan payable to a major shareholder 204,666 100,000 204,666 100,000
--------------------------------- --------------------------------
204,666 100,000 204,666 100,000
--------------------------------- --------------------------------
The loan payable is unsecured and bears a 7% per annum rate of interest. The
loan is repayable on demand.
15. Non Current Payables
Long service leave provision 18,000 16,200 18,000 16,200
--------------------------------- --------------------------------
18,000 16,200 18,000 16,200
--------------------------------- --------------------------------
Balance at the beginning of year 16,200 14,400 16,200 14,400
Add long service leave provision 1,800 1,800 1,800 1,800
--------------------------------- --------------------------------
18,000 16,200 18,000 16,200
--------------------------------- --------------------------------
48
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2005
16. Contributed Equity
(a) Share capital
During the year ended 31 December 2005, no shares were issued by the
Company.
Number of Shares Share Capital
$
Ordinary fully paid shares at 31 December 2004 80,661,616 58,285,996
Ordinary fully paid shares at 31 December 2005 80,661,616 58,285,996
Ordinary shares participate in dividends and the proceeds on winding up of the
parent entity in proportion to the number of shares held.
At shareholders' meetings each ordinary shareholder is entitled to one vote when
a poll is called otherwise each shareholder has one vote on a show of hands.
(b) Options:
As at 31 December 2005 there were no options on issue.
(c) Dividends:
The Directors declared no dividend during the reporting period.
(d) Franking credits
The Company retains no franking credits for the year ended 31 December
2005 and the year ended 31 December 2004.
17. Accumulated losses
Consolidated Entity Parent Entity
Accumulated losses at the beginning of the financial year Net loss attributable
to the members of the parent entity Accumulated losses at the end of this
financial year
31-Dec-05 31-Dec-04 31-Dec-05 31-Dec-04
$ $ $ $
49,614,768 48,926,058 49,614,768 48,926,058
2,784,287 688,710 2,784,287 688,710
------------------------------ ---------------------------------
52,399,055 49,614,768 52,399,055 49,614,768
------------------------------ ---------------------------------
18. Earnings per share 31-Dec-05 31-Dec-04 (a) Basic and diluted loss per share
(cents per share) The weighted average number of ordinary shares on (3.45c)
(0.98c) issue used in the calculation of basic and diluted losses per share
80,661,616 70,190,383
(b) Diluted losses per share are not disclosed, as they are not diluted.
49
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2005
19. Financial Reporting by Segments
(a) Primary Segments
Investments Exploration Consolidated
31 Dec 05 31 Dec 04 31 Dec 05 31 Dec 04 31 Dec 05 31 Dec 04
$ $ $ $ $ $
Other revenue/income 7,813 17,028 - - 7,813 17,028
--------------- ----------------- -------------- -------------- ------ -------------- --------------
Segment profit/(loss) after
income tax (200,897) (500,244) (2,583,390) (188,466) (2,784,287) (688,710)
--------------- ----------------- -------------- -------------- ------ -------------- --------------
Segment Assets 173,241 1,112,203 5,974,544 8,246,598 6,147,785 9,358,801
Segment Liabilities (260,844) (687,573) - - (260,844) (687,573)
Depreciation/amortisation (3,007) (4,828) - - (3,007) (4,828)
The major products and services covered by those segments are: Investments from
general financing and corporate activities Exploration of oil and gas interests
(b) Secondary Segments
Indonesia Australia Consolidated
31 Dec 05 31 Dec 04 31 Dec 05 31 Dec 04 31 Dec 05 31 Dec 04
$ $ $ $ $ $
Other revenue/income - - 7,813 17,028 7,813 17,028
---------------- --------------- -------------- ------------------- -------------- ---------------
Segment profit/ (loss) after
income tax (2,583,390) (188,466) (200,897) (500,244) (2,784,287) (688,710)
---------------- --------------- -------------- ------------------- -------------- ---------------
Segment Assets 5,974,544 8,246,598 173,241 1,112,203 6,147,785 9,358,801
Segment Liabilities - - (260,844) (687,573) (260,844) (687,573)
Depreciation/amortisation - - (3,007) (4,828) (3,007) (4,828)
The pricing of inter segmental transactions is the same as prices charged on
transactions with parties outside the economic entity.
20. Particulars Relating to All Entities
Country of Type of Principal Ownership interest
Incorporation Shares Held Activity
Parent entity 2005 2004
---- ----
CityView Corporation Limited Australia Ordinary Investment 100% 100%
Controlled entities
CityView Asia Pty Ltd Australia Ordinary Exploration 100% 100%
Others
Medco Madura Pty Ltd Australia Ordinary Exploration 2.65% 20%
Medco Simenggaris Pty Ltd Australia Ordinary Exploration 2.50% 25%
The reduction in ownership interest in Medco Simenggaris was announced on 23
January 2006.
The reduction in ownership interest in Medco Madura was announced on 2 March
2006.
The accounts of Medco Madura Pty Ltd and Medco Simenggaris Pty Ltd are not
included in the consolidated accounts according to the equity method of
accounting for investments because the Company does not exercise a significant
influence over those companies. The loans to Medco Madura Pty Ltd and Medco
Simenggaris Pty Ltd are classified as non-current receivables in the balance
sheet (refer to Note 10).
50
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2005
Consolidated Entity Parent Entity
31-Dec-05 31-Dec-04 31-Dec-05 31-Dec 04
21. Notes to Statement of Cash Flow $ $ $ $
(a) Reconciliation of cash
Cash at the end of the financial year as shown in
the statement of cash flows is reconciled to the
related items in the balance sheet as follows:
Cash 166,004 1,101,959 165,996 1,101,951
--------------------------------- -------------------------------
166,004 1,101,959 165,996 1,101,951
--------------------------------- -------------------------------
(b) Reconciliation of loss from ordinary activities after tax to net cash (used
by) operating activities
Loss from ordinary activities (2,784,287) (688,710) (2,784,287) (688,710)
Add non cash operating items:
Depreciation 3,007 4,828 3,007 4,828
Exploration & Development expenditure Simenggaris 294,409 (294,409) 294,409 (294,409)
Exploration & Development expenditure Madura written off 312,726 1,270,970 312,726 -
Gain on sale of investment - (1,108,534) - -
Provision for write down of inter company receivable - - - 162,436
Loan - Major shareholder (100,000) - (100,000) -
Change in assets and liabilities net of the effect of purchase
and disposal of controlled entities:
(Increase)/decrease in receivables 2,272,054 - 2,272,054 -
(Decrease)/increase in payables (428,529) 270,569 (428,529) 270,569
Increase in provisions 1,800 1,800 1,800 1,800
------------------------------- -------------------------------
Net cash (used) by operating activities (428,820) (543,486) (428,820) (543,486)
------------------------------- -------------------------------
(c) For the purpose of the statement of cash flows, cash includes cash on hand
and in banks and investments in money market instruments, net of outstanding
bank overdrafts.
22. Related Party Disclosures
Transactions between related parties are on normal commercial terms and
conditions are no more favourable than those available to other parties unless
otherwise stated.
(a) Directors
The following persons held the position of director of the Company during
the financial year ended 31 December 2005:
A I Saddique B Y Ee Resigned 6 March 2006 Thinagaran Y K Goh Resigned 6 March
2006 J F Arbouw Md N Ramli Resigned 13 June 2005 R M Elliott P M Smyth Appointed
6 March 2006
The remuneration of directors is disclosed in Note 5 to the financial
statements.
(b) Interests of directors As at 31 December 2005 the directors of the Company
and their related entities hold a relevant interest in the following shares
and options in the Company:
31 December 05 31 December 04
Shares (note 5(b)) 16,332,425 16,332,425
Options Nil Nil
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NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2005
Note 22 Related Party (continued)
(c) Transactions with directors and related entities - no transactions took
place with directors or related entities.
(d) Interests in director-related entities
Apart from the disclosures in this note, no director has entered into a
material contract with the Company since the end of the financial year and
there were no material contracts involving interests of directors or
payment upon termination subsisting at the end of the financial year.
(e) Equity interests in controlled entities
As disclosed in Note 20 the Company has the entire ownership of CityView
Asia Pty Ltd., which is its only controlled entity.
(f) Medco Simenggaris Pty Ltd and Medco Madura Pty Ltd owe the Company
$3,408,082 and $2,272,052 respectively; although these companies are not
part of the consolidated entity (refer to Note 9).
(g) Loan from a major shareholder - Terms of loan as disclosed in note 15.
23. Commitments for Expenditure
The cost of any work to the Madura and Simenggaris blocks will be met by
the Company by the dilution of its equity interests in both Medco Madura
Pty Ltd and Medco Simenggaris Pty Ltd.
24. Subsequent Events
The Directors have authorised the preparation of a rights issue to raise
sufficient working capital to fund ongoing operations.
Effective 6 March 2006, the Company announced the resignation of Ee Beng
Yew as Chief Executive Officer and Director together with Goh Yong Kheng as
a Director and member of the Audit Committee. Peter Mark Smyth was
appointed as Chief Executive Office and Director. A release has been
received from Mr Smyth's company - Romarcam Investments for the release of
past debt.
25. Explanation of transition to Australian Equivalents to International
Financial Reporting Standards
1. Reconciliation of equity reported under previous Australian Generally
Accepted Accounting Principles (AGAAP) to equity reported under Australian
Equivalents to International Financial Reporting Standards (AIFRS):
(a) At the date of transition to AIFRS: 1 January 2004. The adoption of AIFRS
has not resulted in any adjustments at this date.
(b) At the end of the last reporting period under previous AGAAP: 31 December
2004. The adoption of AIFRS has not resulted in any adjustments at this
date.
2. Reconciliation of profit reported under previous Australian Generally
Accepted Accounting Principles (AGAAP) to equity reported under Australian
Equivalents to International Financial Reporting Standards (AIFRS):
(a) At the date of transition to AIFRS: 1 January 2004. The adoption of AIFRS
has not resulted in any adjustments at this date.
(b) At the end of the last reporting period under previous AGAAP: 31 December
2004. The adoption of AIFRS has not resulted in any adjustments at this
date.
3. Reconciliation of cash flow statements reported under previous Australian
Generally Accepted Accounting Principles (AGAAP) to equity reported under
Australian Equivalents to International Financial Reporting Standards
(AIFRS):
(a) At the date of transition to AIFRS: 1 January 2004. The adoption of AIFRS
has not resulted in any adjustments at this date.
(b) At the end of the last reporting period under previous AGAAP: 31 December
2004. The adoption of AIFRS has not resulted in any adjustments at this
date.
52
26. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES RECONCILIATION ("US
GAAP")
The following is a summary of all material differences between Australian
equivalents to international financial reporting standards and United States
generally accepted accounting principles.
(a) Marketable Securities
Investments (or Marketable Securities) are valued at the lower of cost and
recoverable amount (often equated to market value). Any such write-down is
adjusted through the profit and loss account. For US GAAP purposes, securities
are separated into portfolios of "Trading", "Available for Sale" and "Held to
Maturity". The amounts recorded as current investments represent these which
would be classified as "Available for Sale" under US GAAP. Available for Sale
are accounted for at market value, with movement adjusted through shareholders'
equity. An "other than temporary" decline in the market value of investments has
been recognized as impairments and recorded in the profit and loss account.
Realized profits and losses are reversed and adjusted to the profit and loss
account.
(b) Capitalized Exploration Expenditure
CityView, adopts the sucessfull efforts method of accounting in relation to it's
oil and gas activities.
All exploration expenditure incurred by CityView, directly or through it's
joint venture interest, are capitalized as incurred to the extent the
expenditure is expected to be recouped through the sale of successful
development of the area, or where the activities have not yet reached a stage
that permits reasonable assessment of the existence of economically recoverable
reserves. US GAAP requirements indicate that these costs are generally
written-off as incurred, oruntil economically recoverable reserves are
identified.
(c) Income tax
There are no major differences between accounting for income tax under
Australian IFRS and US GAAP. However, where adjustments for other reconciling
items result in a permanent difference, appropriate adjustment has been made.
(d) SFAS 144: Accounting for Impairment of Long-Lived Assets and for Long-Lived
Assets to be disposed of
This pronouncement is similar to an Australian Corporations Law requirement that
requires directors to review the carrying value of all non-current assets
annually, determine if they are being recorded at greater than their recoverable
amount, and if so, write-down the value of the asset to its recoverable amount
of disclose information to prevent the accounts from being misleading.
(e) Principles of Consolidation
As indicated in Note 1(l) to the financial statements, Australian IFRS requires
consolidation of controlled entities. In accordance with Australian IFRS,
control exists where an entity has the "capacity to dominate decision making in
relation to the financial and operating policies of another entity..." US GAAP,
however, requires than an entity must control another entity usually as
indicated by its ownership interests. As the ownership interest in the Company's
subsidiaries is greater then 50% in all cases (representing ownership and actual
control), no reconciling Australian/US GAAP adjustments are required.
(f) The company's accounting policy in respect of amortization of carried
forward exploration expenditure is calculated based on the economically
recoverable proven reserves of the company. US GAAP requires the amortization to
be calculated on the units of production method based on estimated proven and
probable reserves of the company. As significant production has not commenced
CityView has not applied this accounting policy in the financial statements for
the financial periods ended 31 December 2003, 31 December 2004 and 31 December
2005 and therefore no reconciliation adjustment is required.
SFAS 146 Accounting for Costs Associated with Exit or Disposal Activities This
statement requires companies to recognize costs associated with exit or disposal
activities, other than SFAS 143 costs, when they are incurred rather than at the
date of a commitment to an exit or disposal plan. Examples of these costs are
lease termination costs, employee severance costs associated with restructuring,
discontinued operation; plant closing or other exit or disposal activity. This
statement is effective after 15 December 2002.
SFAS 147 Acquisitions of Certain Financial Institutions - an amendment of FASB
Statement No. 72 and 144 and FASB Interpretation No. 9.
This statement makes the acquisition of financial institutions come under the
statements 141 and 142 instead of statement 72, 144 and FASB Interpretation No.
9. This statement is applicable for acquisition on or after 1 October 2002.
SFAS 148 Accounting for Stock-Based Compensation - Transition and Disclosure
Amends FASB 123 to provide alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based
employee compensation.
53
SFAS 149 Amendment of Statement 133 on Derivative Instruments and Hedging
Activities
This Statement amends and clarifies financial accounting and reporting for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives) and for hedging
activities under FASB Statement No. 133, Accounting for Derivative Instruments
and Hedging Activities.
SFAS 150 Financial Instruments with Characteristics of both Liabilities and
Equity This statement requires that such instruments be classified as
liabilities in the balance sheet. SFAS 150 is effective for financial
instruments entered into or modified after 31 May 2003.
Interpretation No. 46 (FIN 46)
Effective 31 January 2003, The Financial Accounting Standards Board requires
certain variable interest entities to be consolidated by the primary beneficiary
of the entity if the equity investors in the entity do not have the
characteristics of an continuing financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. The Company has not invested
in any such entities and does not expect to do so in the foreseeable future.
The adoption of these new Statements is not expected to have a material effect
on the Company's current financial position, results or operations or cash
flows.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure -- an Amendment of FASB Statement No.
123." SFAS No. 148 provides alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. The Company does not currently intend to adopt the fair value
based method of measuring compensation associated with stock awards and grants.
As a consequence of continuing to utilize the intrinsic value method of
measuring such compensation, the Company will be required to provide additional
disclosures in its quarterly financial statements, which will reflect the impact
on net income and earnings per share on a pro forma basis as if the Company had
applied the fair value method to stock-based employee compensation.
(g) Employee Stock Purchase Plan
The Company has one stock-based compensation plan. The Company applies
Australian IFRS and related interpretations in accounting for its plans.
Accordingly, no compensation cost has been recognized for its stock option plan.
Under US GAAP under FASB 123, Accounting for Stock Based Compensation,
disclosure is required of compensation expense that would have been recognized
on FASB 123. For the years ended 31 December 2004 and 2005 no stock based
compensation has been made.
54
Reconciliation Adjustments
The following reconciliations show the effect on net profit/loss for the
financial periods ended December 31, 2005 and 2004 using the US GAAP basis of
accounting for the matters outlined in items (a) to (f) above.
31 Dec 05 31 Dec 04
Reconciliation Adjustments US$ A$ A$
- --------------------------------------------- ----------------------------- -----------------------
Net income (loss) after Tax in accordance
with Australian IFRS (2,123,854) (2,784,287) (688,710)
Reconciliation Adjustments
Exploration expenditure written-off as
incurred 1,733,122 2,272,054 (294,409)
-------------- -------------- -----------------------
Net income (loss) after tax in accordance
with US GAAP (390,732) (512,233) (983,119)
-------------- -------------- -----------------------
Earnings (loss) per share after tax in accordance (.005) (.006) (.012)
With US GAAP (in cents)
31 Dec 05 31 Dec 04
US$ A$ A$
- --------------------------------------------- ----------------------------- -----------------------
Shareholder's equity attributable to member
of the chief entity in accordance with
Australian IFRS 4,490,558 5,886,941 8,671,228
Reconciliation Adjustments
Exploration expenditure written-off as
incurred (4,557,380) (5,974,542) (8,246,596)
-------------- -------------- -----------------------
Total shareholder's equity in accordance
with US GAAP (66,822) (87,601) 424,632
-------------- -------------- -----------------------
ITEM 27. FINANCIAL STATEMENTS
Not applicable. Consolidated financial statements are provided under Item 17.
ITEM 28. EXHIBITS
None
55
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
P M Smyth
Director
Dated December 11, 2006
56