UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the calendar year ended December 31, 2006
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
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(Exact Name of Registrant as specified in its charter)
- --------------------------------------------------------------------------------
(Translation of Registrant's name into English)
Western Australia, Australia
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(Jurisdiction of incorporation or organization)
Level 9, 28 The Esplanade, Perth Western Australia 6000
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(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:
182,333,232 ordinary shares as at December 31, 2006
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days:
X Yes No
Indicate by check mark which financial statement item the registrant has elected
to follow.
X Item 17 Item 18
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No Not Applicable
2
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Providing information called for in Item 1 is not required for filing a Form
20-F as an Annual Report under the Exchange Act. Nevertheless, the Company is
providing its "Corporate Directory" updated form as it appeared in the Annual
Report for the year ended December 31, 2006 as filed with Australian Stock
Exchange Limited on March 28, 2007.
Directors
P M Smyth Chief Executive Appointed March 6, 2006
Mahmood al Ansari Director Appointed May 11, 2006
John Jacoby Director Appointed May 10, 2006
Company Secretary
John Jacoby
Registered Office
Level 9,
28 The Esplanade
Perth Western Australia 6000
Principal Place of Business
Level 9,
28 The Esplanade
Perth Western Australia 6000
Telephone: (61-8) 9226 4788
Facsimile: (61-8) 9266 4799
Email: info@cityviewcorp.com
Web: www.cityviewcorp.com
Auditor
BDO Kendalls (WA)
128 Hay Street
Subiaco Western Australia 6008
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 year ended December 31, 2002,
and BDO Kendalls ("BDO") for year ended December 31, 2003, 2004, 2005 and 2006.
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"). Compliance with Australian IFRS ensures that the consolidated financial
statements and notes for CityView Corporation Limited comply with International
Financial Reporting Standards.
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,
2002 through 2006 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
2002 2003 2004 2005 2006
Amounts in Accordance with
Australian IFRS AUD$ AUD$ AUD$ AUD$ AUD$
Income Statement Data:
Operating Revenues
Loss from continuing operations (1) (688,710) (2,784,287) (7,021,725)
Per Ordinary Share (dollars) (.098) (.345) (.502)
Balance Sheet Data:
Total Assets 9,358,801 6,147,785 2,969,661
Shareholder's equity 8,671,228 5,886,941 2,957,158
Amounts in Accordance with US GAAP
Income Statement Data:
Operating Revenues
Loss from continuing operations (4,683,438) (1,585,390) (983,119) (512,233) (1,047,183)
Per Ordinary Share (dollars) (.07) (.026) (.012) (.006) (.005)
Balance Sheet Data:
Total Assets 2,040,416 672,955 1,112,205 173,243 2,969,661
Shareholder's equity 1,943,141 357,751 424,632 (87,601) 2,957,158
(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, 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
- ------------------------------------ ------------ ------------- -------------- ------------
12 months to December 31, 2006 0.7929 0.7014 0.7893 0.7536
- ------------------------------------ ------------ ------------- -------------- ------------
B. Previous Six Months
- ------------------------------------------- ------------ ------------- -------------- ------------
Period High Low Period End Average
- ------------------------------------------- ------------ ------------- -------------- ------------
November 1 to November 30, 2006 0.7854 0.7615 0.7834 0.7717
- ------------------------------------------- ------------ ------------- -------------- ------------
October 1 to October 31, 2006 0.7701 0.7413 0.7691 0.7531
- ------------------------------------------- ------------ ------------- -------------- ------------
September 1 to September 30, 2006 0.7720 0.7433 0.7468 0.7565
- ------------------------------------------- ------------ ------------- -------------- ------------
August 1 to August 31, 2006 0.7715 0.7551 0.7635 0.7631
- ------------------------------------------- ------------ ------------- -------------- ------------
July 1 to July 31, 2006 0.7674 0.7377 0.7674 0.7516
- ------------------------------------------- ------------ ------------- -------------- ------------
June 1 to June 30, 2006 0.7652 0.7269 0.7301 0.7415
- ------------------------------------------- ------------ ------------- -------------- ------------
C. Latest Practicable Date
At June 19, 2007 the Australian dollar expressed in US dollars per AUD$1.00 was
$0.8430
[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 June 19, 2007 the Company had 1,213 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, 2007.
- ---------------------------- ------------ ------------------ ------------------- ------------------ -------------------
Quarter Ending High High Low Low Volume in 000's
AUD $ US $ AUD $ US $
- ---------------------------- ------------ ------------------ ------------------- ------------------ -------------------
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 0.060 0.045 0.028 2,305,572
- ---------------------------- ------------ ------------------ ------------------- ------------------ -------------------
June 2006 0.058 0.055 0.041 0.034 9,175.911
- ---------------------------- ------------ ------------------ ------------------- ------------------ -------------------
September 2006 0.058 0.039 0.038 0.031 3,482,310
- ---------------------------- ------------ ------------------ ------------------- ------------------ -------------------
December 2006 0.160 0.150 0.070 0.061 7,899.824
- ---------------------------- ------------ ------------------ ------------------- ------------------ -------------------
March 2007 0.105 0.100 0.081 0.064 6,873,787
- ---------------------------- ------------ ------------------ ------------------- ------------------ -------------------
Company Auditors
BDO Kendalls (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, Angola 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 Angola and 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$5,680,133 to Medco Madura Pty Ltd and Medco Simenggaris Pty Ltd
represent moneys owing to the Company for work previously carried out on the
Madura and Simenggaris blocks in Indonesia and paid for by the Company. The
ultimate recoverability of these loans was strictly dependent upon the future
development and successful exploitation of the Madura and Simenggaris blocks by
those companies.
By December 31, 2006 the directors of the company made the decision to write off
the Medco Loans in full due to the expiry of the leases drawing near and the
lack of any proven reserves being discovered.
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
The term "Company" refers to CityView Corporation Limited, a corporation
organized under the laws of Western Australia on May 3, 1987, and its wholly
owned subsidiary CityView Asia Pty Ltd. During 2000 the Company deregistered
five of the Company's subsidiary companies, as these companies were inactive and
superfluous to the Company's requirements. The names of these companies were:
Western Akar Petroleum Pty Ltd; Western Wisesa Petroleum Pty Ltd; Western
Nusantara Energi Pty Ltd; Western Resources NL; and Western Sangkimah NL.
Another two of the Company's former subsidiaries (Western Madura Pty Ltd and
Western Simenggaris Petroleum Pty Ltd) are no longer subsidiaries of the Company
as these companies are now controlled by Pt Medco Energi Corporation.
The Company publishes its consolidated financial statements expressed in
Australian dollars. In this document, references to "US dollars" or "US$" 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 2002 to the present, see "Item
3A. Selected Financial Data - Exchange Rates."
The Company is subject to the information requirements of the Securities
Exchange Act of '34, as amended. Accordingly, we file monthly Forms 6-K and
Annual Form 20-F with the SEC. You may read and copy any document we file at the
SEC's public reference room at 100 F Street, N. E., Washington, D.C. 20549. You
should call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings will also be available to the public at the
SEC's web site at "http:/www.sec.gov."
The current financial period is for the twelve months ended December 31, 2006.
References in this document to a particular prior year are to the calendar year
unless otherwise indicated. The Company produces annual reports containing
audited consolidated financial statements and an opinion thereon by the
Company's independent public accountants. Such financial statements have been
audited in accordance with PCAOB Generally Accepted Auditing Standards. The
Company also produces quarterly reports as required by Australian 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 IFRS, which are required to be furnished
to shareholders under Australian law. Australian IFRS 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 2006, 2005 and 2004 are disclosed in footnote (29) 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
Because of the disappointing results from its Indonesian projects the Company
has changed it focus to Angola for acquisitions and development of oil and gas
and mineral reserves. Angola was selected after considering resources
prospectively, demand for the produced product, availability of supportive
infrastructure, foreign company participation terms and conditions and sovereign
risk.
Benefits Associated with Angola
Angola has a record for honouring participation agreements and keeping tax and
terms stable. As with Mozambique and some other African countries with similar
experiences, Angola is now very stable in spite of having experienced a thirty
year civil war which finished only five years ago. Since that time Angola has
established important international connections as a key resource rich country.
It has not only become a significant supplier of oil to USA but also to China.
Risks Associated With Angola
There are a number of factors, which could have a material downside effect on
any future financial performance in Angola, or the value of the shares in the
Company. These factors include:
o Fluctuations in the world market price of oil and gas and minerals;
o Abnormal interruptions in 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 resource opportunities in Angola include
consideration of the following:
o Review of geological and geophysical information available.
o Assessing proximity of the prospect to a means of transporting the
production to market. The foregoing component of production costs can
significantly affect the economics of a project.
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, usually determined by quality and quantity
of geophysical, geological, petrophysical and production data
available.
o Assessing the degree of difficulty in producing the prospect from an
engineering perspective, to enable an accurate assessment of production
costs.
o Conducting commercial analysis to establish the ability of a particular
project to achieve adequate rate of return on investment.
Evaluation Techniques
Experienced geologists and geophysicists are engaged as contractors to employ
the technologies of investigation in assessing prospectively prospects. These
include reprocessing and reinterpretation of existing seismic data. Afterwards
the data in its original interpreted form can be enhanced to enable more
accurate mapping of the structure. The technology available for seismic
acquisition and processing is continually being improved. Interpretation tools
such as computer mapping and modelling packages enable greater amounts of data
to be processed and superior interpretations to be made. This data is
interpreted utilizing experienced engineers and advanced software packages
designed for such analysis. The results are then integrated with the geological
and geophysical information, in an endeavour to use one form of analysis to
confirm the other. Any available past production records are analysed and can,
on occasion, be utilized as a means of predicting future production rates and
cumulative production forecast, by extrapolation of the past results, utilizing
accepted engineering practices.
9
Resources 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. The exploration term of 10 years has now expired. As there has been
no exploration success, the Block is being relinquished.
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.
Because of the lack of exploration success, CityView's interest has been written
off.
C. Longonjo and Ucua, Angola
On July 20, 2006 CityView acquire 30% of Glenvale Associates Limited, the holder
of two wholly owned subsidiaries Foreign Trading Limited and Firstcorp Limited.
Foreign Trading Limited owns 70% of the Ucua licence and Firstcorp Limited owns
70% of the Longonjo licence. On October 13,2006 CityView increased its holding
in Glenvale Associates Limited to 36.3%.
The Longonjo licence covers an area of 3,764 square kilometres southwest of the
city of Huambo in central Angola. The licence area lies within the Congo Craton,
an Archaean basement which has been overlain by Proterozoic and Eocene sediments
and intruded by a series of Proterozoic granite and Cretaceous ultramafic pipes.
Work to date has revealed two prospects within the licence area. These have been
named Longonjo Carbonatite and Catabola.
Longonjo Carbonatite consists of an outer rim of altered granitoid around a
series of central polymictic, carbonate rich breccias. The distribution of
carbonatites in Angola is loosely related kimberlites and they are generally
situated within the same NE-SW trends as the kimberlites.
Longonjo Carbonatite is known to be prospective for niobium, tantalum and
uranium minerals in particular, as well as other minerals commonly associated
with carbonatite complexes.
Catabola is an IOCG (iron oxide copper-gold) occurrence situated in the southern
part of the licence area. Copper and iron oxide mineralization has been
identified over a 1.6km strike length, with copper minerals including azurite,
malachite and chrysocolla constituting approximately 50% of the host rock.
The Ucua licence covers an area of 1,358 square kilometres and hosts the Dande
Pegmatite Complex. This complex is potentially an important source of beryllium,
with studies conducted during the 1970's indicating the potential for the
occurrence of economic quantities of beryllium.
10
A contract has been executed with Black Rock Resources Ltd for the provision of
project management services of two experienced geological consultants: Dr
Michael Smith FIMM.CSci, C.Eng and Mr David Furlong who are both familiar with
the area. Also an agreement has been executed with Aurum Exploration Ltd for the
provision of geological and technical field services and G.I.S. and drafting
services, and an agreement with Murphy Geological Services for the provision of
the structural interpretation of Landsat ETM+ imagery.
During November and December 2006 a field programme was undertaken to complete a
soil sampling programme over the target areas allowing the accurate delineation
of the potential mineralization that is know to exist in these areas with a view
to defining potential drill targets.
The Longonjo Carbonatite target area overlaid the outer rim of altered granitoid
surrounding a series of polymictic, carbonate rich breccias. The soil samples
were taken on a 100m x 100m east - west orientated grid at Longonjo, with a
total of 453 samples, including 46 duplicates and 15 standards.
The soil sample programme for Catabola consisted of a 100m x 50m grid orientated
at 130(degree) - 310(degree). A duplicate sample field sample was taken randomly
every ten samples and a standard sample added every 30 samples. A total of 623
samples were taken, including 62 duplicates and 20 standards. In addition to the
soil sampling a total of 107 channel samples from a selected 14 historical
trenches, including 8 duplicates and 13 standards and six grab samples were
taken. Approximately 2km(2) of detailed mapping of the mineralized area was
completed and a geological map produced, concentrating on mapping the various
mineralized veins. The work programme at Catabola has extended the strike length
of the known mineralization from 450 metres to 1.6 kilometres.
D. Organizational Structure
The Company conducts its operations through itself and its wholly owned
subsidiary CityView Asia Pty Ltd.
E. 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"), CityView's effective interest in Madura Production Sharing
Contract ("PSC") was scaled down from 13.00% (based on its 20% shareholding in
MMPL) to a direct 2.65% interest in the Madura PSC. This has now been written
off.
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. CityView's effective
interest in the Simenggaris Production Sharing Contract was 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. This has now been
written off.
F. Particulars of Mineral Leases - Longonjo and Ucua Angola
On July 20, 2006 CityView acquired 30% of Glenvale associates Limited the holder
of two wholly owned subsidiaries Foreign Trading Limited and Firstcorp Limited.
Foreign Trading Limited owns 70% of the Ucua licence in Angola and Firstcorp
Limited owns 70% of the Longonjo licence in Angola. On October 13,2006 CityView
increased its holding in Glenvale Associates Limited to 36.3%. On February 27,
2007 CityView increased its' holding in Glenvale Associates Limited to 42.7%.
Executive Address
The Company's registered office is located at Level 9, 28 The Esplanade, Perth,
Western Australia 6000. The Company's principal place of business is leased
premises at Level 9, 28 The Esplanade, Perth, Western Australia 6000, telephone:
(61 8) 9226 4788, fax:(61 8) 9226 4799, email: info@cityviewcorp.com, website:
www.cityviewcorp.com.
11
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A. Operating results
The current financial period is for the twelve months ended December 31, 2006.
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, 2006, 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, 2006, 2005 and 2004.
Principal Activities
The principal activities of the Company during the financial year were
investments in energy and minerals.
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, 2006, 2005 and
2004 are disclosed in footnote 26 to the financial statements contained herein.
Year Ended December 31, 2006 Compared To Year Ended December 31, 2005
The net loss of the consolidated entity for the financial year after providing
for income tax and eliminating outside equity interests was AUD$7,021,725
compared to a loss of AUD$2,784,287 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$2,272,052 and from Medco
Simenggaris of approximately AUD$3,408,082 due to the expiry of the leases and a
lack of proven reserves.
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$2,272,052. 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. Longonjo and Ucua, Angola
On July 20, 2006 CityView acquire 30% of Glenvale Associates Limited, the holder
of two wholly owned subsidiaries Foreign Trading Limited and Firstcorp Limited.
Foreign Trading Limited owns 70% of the Ucua licence and Firstcorp Limited owns
70% of the Longonjo licence. On October 13, 2006 CityView increased its holding
in Glenvale Associates Limited to 36.3%. On February 27, 2007 CityView increased
its' holding in Glenvale Associates Limited to 42.7%.
The Longonjo licence covers an area of 3,764 square kilometres southwest of the
city of Huambo in central Angola. The licence area lies within the Congo Craton,
an Archaean basement which has been overlain by Proterozoic and Eocene sediments
and intruded by a series of Proterozoic granite and Cretaceous ultramafic pipes.
Work to date as revealed two prospects within the licence area. These have been
named Longonjo Carbonatite and Catabola.
Longonjo Carbonatite consists of an outer rim of altered granitoid around a
series of central polymictic, carbonate rich breccias. The distribution of
carbonatites in Angola is loosely related kimberlites and they are generally
situated within the same NE-SW trends as the kimberlites.
Longonjo Carbonatite is known to be prospective for niobium, tantalum and
uranium minerals in particular, as well as other minerals commonly associated
with carbonatite complexes.
12
Catabola is an IOCG (iron oxide copper-gold) occurrence situated in the southern
part of the licence area. Copper and iron oxide mineralization has been
identified over a 1.6km strike length, with copper minerals including azurite,
malachite and chrysocolla constituting approximately 50% of the host rock.
The Ucua licence covers an area of 1,358 square kilometres and hosts the Dande
Pegmatite Complex. This complex is potentially an important source of beryllium,
with studies conducted during the 1970's indicating the potential for the
occurrence of economic quantities of beryllium.
B. 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") was scaled down from its current 13.00% (based on its 20% shareholding
in MMPL) to a direct 2.65% interest in the Madura PSC. Due to the lack of
exploration success, CityView's interest has been written off.
C. 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 was 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. Due to the lack of
exploration success, CityView's interest has been written off.
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.
No options were issued in 2004, 2005 or 2006.
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,
Angola 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 Angola and 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.
13
The official government released Angolan average inflation rates for the five
years beginning 2002 were as follows:
- -----------------------------------------------------------------------------
2002 2003 2004 2005 2006
- -----------------------------------------------------------------------------
Inflation Rates % 116.0% 106.0% 76.0% 44.0% 23.0%
The official government released Indonesian average inflation rates for the five
years beginning 2002 were as follows:
- -----------------------------------------------------------------------------
2002 2003 2004 2005 2006
- -----------------------------------------------------------------------------
Inflation Rates % 9.70% 5.06% 6.40% 7.42% 6.30%
It is the policy of the directors to regularly monitor the cost of operations on
a per barrel basis in respect to viability of individual projects and to take
any necessary actions.
The Company's operations in these industries comprise exploration and
development expenditure and therefore are not affected by inflationary and price
pressures of oil and gas product pricing. However, normal inflationary pressures
on the Company's general expenditure on goods and services affect this
expenditure.
Government Policies
The Company considered the issue of political risk in Angola and 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 Angola and Indonesia where there has been a long
established petroleum and mineral industry, with significant elements of foreign
capital investments.
Angola and the Republic of Indonesia which is a separate national state,
regulates, controls and taxes activities conducted by residents and
non-residents in the country and the flow of investment into the country and the
return of capital out of the country. All of these controls and regulations are
subject to change from time to time. Some of the interests of the Company both
in Angola and Indonesia are by way of contract between a subsidiary of the
Company and bodies which are wholly owned arms of the Governments of Angola and
the Republic of Indonesia. These contracts are subject to controls and
regulations by the contracting parties and by the particular governments. These
factors, in addition to the usual exploration and production risk and the
economic and political stability of the host countries, must all be taken into
account in relation to the Company's operations in Angola and Indonesia.
Other than the effect of the government's economic fiscal monetary or political
policies of Angola and the Republic of Indonesia, or factors upon the operations
of the Company, these policies or factors do not affect investments by United
States Nationals in Ordinary Shares of the Company.
Likely Developments and Expected Results of Operations
Information on likely developments and expected results of operations (ie
financial forecasts and/or forward looking information) of the consolidated
entity has not been included in this report since management considers such
information to be commercially sensitive and/or confidential and/or not subject
to sufficient certainty.
Indemnification of Officers and Auditors
The Company has not, during or since the financial year, indemnified or agreed
to indemnify an officer or director of the Company or any related body corporate
against a liability incurred as an officer or auditor.
B. Liquidity and Capital Resources
Year Ended December 31, 2006 compared to Year Ended December 31, 2005
At December 31, 2006, the Company had a working capital of AUD$911,616 compared
to a negative working capital of AUD$88,488 at December 31, 2005.
Cash flow used in operating activities increased from AUD$428,820 in the year
ended December 31, 2005 to AUD$956,698 in the year ended December 31, 2006. The
primary differences for the increase in funds used, was for an increase in
consulting and marketing fees.
Cash flow used for investing increased from AUD$607,135 for the year ended
December 31, 2005 to AUD$1,114,308 in the year ended December 31, 2006. The
increase in funds used for investing activities was primarily due to the
purchase of mining leases in Angola.
The Company generated cash flows from financing activities of AUD$2,811,442
after fees and expenses in the year ended December 31, 2006 compared to
AUD$100,000 in the year ended December 31, 2005. Cash flows from financing
activities were by way of a rights issue to shareholder.
14
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 a 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.
D. Tabular Disclosures of Contractual Obligations
The cost of any work to the Angolan or 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.
E. 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
P M Smyth 67 Chief Executive Officer Appointed 6 March 2006
J. Jacoby 60 Appointed 10 May 2006
M Al Ansari 54 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.
Directors
The names and particulars of the directors of the Company in office during and
since the end of the financial year are:
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.
15
John Henry Jacoby
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
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.
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:
- ------------------ ---------------------- --------------- -----------------
M. al Ansari M. Smyth J. Jacoby
$ $ $
- ------------------ ---------------------- --------------- -----------------
Monthly Fee 2,000 15,000 2,000
Daily Rate Nil Nil 1,000
Performance Fee Nil 100,000 Nil
Superannuation Nil Nil Nil
Options Nil Nil Nil
Vehicle Nil Nil Nil
Housing Nil Nil Nil
Subscriptions Nil Nil Nil
Health Benefits Nil Nil Nil
- ------------------ ---------------------- --------------- -----------------
- ------------------ ------------- ------------------ --------- ----------- ------------------- ---------- --------- ---------
2006 Salary & Primary Cash Non-cash Post Employment Equity Other Total
Name Fees Superannuation Bonus Benefits Superannuation Options
Contribution $
$ $ $ $ $ $
$
- ------------------ ------------- ------------------ --------- ----------- ------------------- ---------- --------- ---------
P M Smyth 251,500 - - - - - - 251,500
J H Jacoby 29,360 - - - - - - 29,360
M al Ansari - - - - - - - -
J F Arbouw 12,000 - - - - - - 12,000
R M Elliot 7,500 - - - - - - 7,500
- ------------------ ------------- ------------------ --------- ----------- ------------------- ---------- --------- ---------
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, 2006 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
16
Employee Share Plan
No Options were issued under the Incentive Option Plan for the year ended
December 31, 2006.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
The following table sets forth the Ordinary Share ownership of each person known
by the Company to be the beneficial owner of five percent or more of the
Company's shares, each director and officer individually and the directors and
officers as a group as at June 19, 2007. 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
- ------------------------------------------- ------------------------------------
Mahmood al Ansari 1,250,000
Chairman
Villa 5, 83 C Street
Dubai
United Arab Emirates
- ------------------------------------------- ------------------------------------
P M Smyth Mr Smyth's Superannuation Fund owns
1,050,426 fully paid
Chief Executive Officer Ordinary shares in CityView
12/30 Jarrad Street
Cottesloe WA 6011
- ------------------------------------------- ------------------------------------
John Jacoby 200,000
Director/Secretary
32 Taylor Road
Nedlands WA 6009
- ------------------------------------------- ------------------------------------
Major Shareholders
- --------------------------------------------- ------------------------- ---------------------
Name Number of Shares Percent of Class
- --------------------------------------------- ------------------------- ---------------------
Midwestern Oil Pte Ltd 27,717,496 10.54%
17 Ord Street
West Perth Western Australia 6005
- --------------------------------------------- ------------------------- ---------------------
US Control Account
C/- Computershare Trust Company Inc 27,322,454 10.39%
- --------------------------------------------- ------------------------- ---------------------
Global Investments Strategy UK Pty Ltd
14 Thames Point
Imperial Wharf
London SW6 28X
United Kingdom GBR 20,000,000 7.61%
- --------------------------------------------- ------------------------- ---------------------
Based on 262,984,848 shares outstanding as of June 19, 2007.
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
17
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
Reference is made to "Item 17. Financial Statements" for the financial
statements included in this annual report.
The Company is not a party to any material litigation, and to its knowledge no
action, suit or proceeding is pending or has been threatened.
To date, the Company has not paid a dividend. The declaration, amount, and date
of distribution of any dividend in the future will be decided by the Board of
Directors from time to time based upon and subject to the Company's earnings,
financial requirements, and other conditions prevailing at the time.
ITEM 9. THE OFFER AND LISTING
Not applicable
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
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, all of which were exercised. The issued capital of CityView Corporation
Limited is now 262,984,848 shares.
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.
18
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.
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.
19
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.
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
20
The Company is subject to the information requirements of the Securities
Exchange Act of '34, as amended. Accordingly the monthly Form 6-K and Annual
Form 20-F are filed with the SEC. A copy of any document filed can be read at
the SEC's public reference room at 100 F Street, N. E., Washington, D.C. 20549.
For further information, please call the SEC at 1-800-SEC-0330 on the public
reference rooms. The Company's SEC filings are also available to the public at
the SEC's web site at "http:/www.sec.gov."
I. Subsidiary Information Additional information not applicable
21
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. Debt Securities
Not applicable
B. Warrants and Rights
Not applicable
C. Other Securities
Not applicable
D. American Depositary Shares
Not applicable
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
Not applicable
ITEM 15. Controls and Procedures
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, 2006, its disclosure controls and procedures are effective.
During the fiscal year 2006, 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 Smyth, Jacoby and
Ansari. 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.
22
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.
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.
23
21. Review with the independent auditor any problems or difficulties the
auditor may have encountered and any management letter provided by the
auditor and the Company's response to that letter.
Such review should include:
(a) Any difficulties encountered in the course of the audit work, including any
restrictions on the scope of activities or access to required information,
and any disagreements with management.
(b) Any changes required in the planned scope of the internal audit. (c) The
internal audit department responsibilities, budget and staffing.
22. Prepare the report required by the rules of the Australian Stock
Exchange/Securities Exchange Commission.
23. Advise the Board with respect to the Company's policies and procedures
regarding compliance with applicable laws and regulations and with the
Company's Code of Conduct/Ethics.
24. Review with the Company's General Counsel legal matters that may have a
material impact on the financial statements, the Company's compliance
policies and any material reports or inquiries received from regulators or
governmental agencies.
25. Assess its performance of the duties specified in this charter and report
its findings to the Board of Directors.
While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations and the Company's Code of Conduct/Ethics.
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 H Jacoby as its "financial expert" on the Audit
Committee in that Mr Jacoby fulfils some but not all of the criteria set out in
Section 407. Mr Jacoby has :
o an understanding of generally accepted accounting principles and financial
statements
o the ability to assess the general application of such principles in
connection with the accounting for estimates, accruals and
reserves
o an understanding of internal controls and procedures for financial
reporting.
ITEM 16B. Code of Ethics
CityView Corporation Limited is committed to excellence, integrity and
professionalism as well as the growth and development of all its operations.
This commitment extends to ensuring shareholders and stakeholders are fully
informed about the company's activities and that the Board of Directors and
employees conduct themselves:
24
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 2006 consisted of two independent non-executive
directors and one executive director. The board includes the Chief Executive
Officer (executive) and the Chairman (non-executive).
The same person does not exercise the roles of Chairman and Chief Executive
Officer and the Board is considered to be comprised of directors with the
experience and qualifications best suited to the Company's size and range of
activities.
The Board delegates responsibilities to committees, executive directors and
senior management.
The Board is responsible for corporate strategy, implementation of business
plans, allocation of resources, approval of budgets and capital expenditure and
the adherence to Company policies.
The Board is also responsible for compliance with the Code of Conduct,
overseeing risk management and internal controls and the assessment, appointment
and removal of the Chief Executive, Company Secretary and other senior
management.
Directors of the Company during the financial year and information pertaining to
individual directors, is included in the Director's Report. Board members have
the right to seek independent professional advice in the furtherance of their
duties as directors at the Company's expense.
Director Independence
The Company has established guidelines for testing the independence of
directors. A director is considered to be independent if they satisfy certain
criteria, the most significant being:
o The director must be in a non-executive role where any fees payable by
the Company could not be considered to make the director reliant on
such remuneration. The director must have no other material contractual
relationship with the Company other than as a director of the Company;
o The director is not a substantial shareholder of the Company;
o The director has not been employed in an executive capacity by the
Company and has not been a principal of a material adviser or
consultant to the Company within the last three years, and
o The director is free from any interest which could reasonable be
perceived to materially interfere with the director's ability to act in
the best interests of the Company.
Risk Management
o 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.
25
Hedging Committee
The Company does not follow ASX Best Practice recommendations with
regard to hedging. The Board considers that the Company is not of a size or
operational complexity to warrant the implementation of a separate hedging
committee.
Procedure for the Selection of New Directors
The Company believes it is not of a size to justify having a Nomination
Committee. If any vacancies arise on the Board, all directors are involved in
the search and recruitment of a replacement.
Corporate performance is enhanced when the Board has an appropriate mix of
skills and experience. The Board is evaluated before a candidate is selected to
join the Board. Candidates are nominated by existing Board members and, if
necessary, independent search consultants are utilised. Where a director
nominates a candidate for the Board, the director must disclose any pre-existing
relationship with the nominee.
New directors are provided with a letter of appointment setting out their
responsibilities and rights and are provided with a copy of the Company's
Constitution.
Remuneration of Board Members
The Company does not follow ASX Best Practice recommendations, as it does not
have a Remuneration Committee. The Board considers that the Company is not of a
size or operation complexity to warrant the implementation of a Remuneration
Committee. Performance evaluations for Board members are held annually. No
director may be involved in setting his or her own remuneration or terms and
conditions.
Ethical Standards and Performance
The Company intends to maintain a reputation for integrity and the board
recognises the need for directors and employees to observe the highest standards
of behaviour and business ethics when engaging in corporate activity. Currently
the Company is not of sufficient size to warrant the preparation of a formal
code of ethical business standards for the Company. The board does, however,
require of itself, its employees and contractors the highest ethical standards
when carrying out their duties and when acting on behalf of the Company.
The directors are responsible for performing their functions with a view to
achieving the highest possible level of financial performance by the
consolidated entity. This concerns both the propriety of decision making in
situations of possible or real conflicts of interest and quality of decision
making for the benefit of shareholders.
ITEM 16C.
Principal Accountant Fees and Services
The aggregate fees billed for the last two fiscal years for professional
services rendered by the Company's auditors are as follows:
2006 2005 2004
A$ A$ A$
Audit fees 35,000 42,565 38,165
Tax services 10,000 6,300 7,905
------------------------------------------------
45,000 48,865 46,070
------------------------------------------------
ITEM 16D.
Exemption from the Listing Standards for Audit Committees
Not Applicable.
ITEM 16E
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
26
PART III
ITEM 17. FINANCIAL STATEMENTS
CITYVIEW CORPORATION LIMITED
ACN 009 235 634
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
Page Number
Auditor's Report 27
Income Statement 28
Balance Sheet 29
Cash Flow Statement 30
Statement of Changes in Equity 31
Notes to and forming part of the Financial Statements 32-50
BDO Kendalls Audit & Assurance (WA)
128 Hay Street
SUBIACO WA 6008
PO Box 700
WEST PERTH WA 6872
Phone 61 8 9380 8400
Fax 61 8 9380 8499
aa.perth@bdo.com.au
www.bdo.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, 2006 2005 and 2004 and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the three years in the period ended December 31, 2006. 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, 2006, 2005 and 2004, and the results of its operations,
stakeholders' equity and its cash flows for each of the three years in the
period ended December 31, 2006, in conformity with accounting principles
generally accepted in Australia.
Inherent Uncertainty Regarding Investment and Loan
Without qualification to the opinion expressed above, attention is drawn to the
following matter.
As disclosed in Note 8 and Note 12 to the financial report, CityView Corporation
Ltd has an investment and a loan receivable in Glenvale. The recoverability of
both items is heavily dependent on the successful commercial exploitation of the
underlying tenement in Angola. As yet there has been no development in the area
due to the fact that it is still being investigated for development.
/s/ BDO Kendalls
BDO Kendalls Audit & Assurance (WA)
/S/ BG McVeigh
BG McVeigh
Partner
Perth, Western Australia
Date this 28th day of June 2007
BDO Kendalls is a national association of
separate partnerships and entities
28
CITYVIEW CORPORATION LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2006
Consolidated Entity
31 Dec 06 31 Dec 05 31 Dec 04
NOTE $ $ $
Revenue 2 49,185 7,813 17,028
Share of net profit of associates accounted for
using the equity method of accounting 357 - -
Administration expenses (318,873) (76,458) (130,592)
Employee wages and benefits expense (77,651) (93,912) (86,292)
Consulting/Legal expenses (574,618) 81,477 (183,393)
Depreciation and amortisation expense (2,120) (3,007) (4,828)
Occupancy Expenses (58,671) (54,253) (57,079)
Exploration & Development expenses (294,409) (311,336) (1,297,000)
Marketing expenses (38,005) - -
Write off receivable - Madura & Simenggaris (5,680,134) (2,272,054) -
Gain on sale of investment - - 1,108,534
Other expenses from ordinary activities (26,786) (62,557) (55,088)
-
-------------------------------------------
Loss before income tax expense 3 (7,021,725) (2,784,287) (688,710)
-------------------------------------------
Income tax expense - - -
Loss for the year (7,021,725) (2,784,287) (688,710)
Loss attributable to members of the parent entity
(7,021,725) (2,784,287) (688,710)
-------------------------------------------
Basic loss per share (cents per share) 18 (5.02c) (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.
29
CITYVIEW CORPORATION LIMITED
BALANCE SHEET FOR THE YEAR ENDED 31 DECEMBER 2006
Consolidated Entity
31-Dec-06 31-Dec-05 31 Dec 04
NOTE $ $ $
ASSETS
Current assets
Cash 6 906,440 166,004 1,101,959
Receivables 7 17,679 6,352 6,352
-----------------------------------------------
Total current assets 924,119 172,356 1,108,311
-----------------------------------------------
Non-current assets
Receivables 8 670,601 5,680,133 7,952,187
Other financial assets 9 263,750 - -
Equipment 10 10,874 885 3,892
Oil assets 11 - 294,411 294,411
Investments accounted for using
the equity method of accounting 12 1,100,317 - -
-----------------------------------------------
Total non-current assets 2,045,542 5,975,429 8,250,490
-----------------------------------------------
Total assets 2,969,661 6,147,785 9,358,801
-----------------------------------------------
LIABILITIES
Current liabilities
Payables 13 12,503 38,178 571,373
Interest bearing liabilities 14 - 204,666 100,000
-----------------------------------------------
Total current liabilities 12,503 242,844 671,373
-----------------------------------------------
Non-current liabilities
Provisions 15 - 18,000 16,200
-----------------------------------------------
Total non-current liabilities - 18,000 16,200
-----------------------------------------------
Total liabilities 12,503 260,844 687,573
-----------------------------------------------
-----------------------------------------------
Net assets 2,957,158 5,886,941 8,671,228
===============================================
EQUITY
Contributed equity 16(a) 62,377,938 58,285,996 58,285,996
Accumulated losses 17 (59,420,780) (52,399,055) (49,614,768)
-----------------------------------------------
Total equity 2,957,158 5,886,941 8,671,228
===============================================
The above balance sheet should be read in conjunction with the accompanying
notes.
30
CITYVIEW CORPORATION LIMITED
CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2006
Consolidated Entity
31-Dec-06 31-Dec-05 31-Dec-04
NOTE $ $ $
Cash flows from operating activities
Interest received 49,185 7,813 17,028
Payments to suppliers and employees (1,005,883) (436,633) (560,514)
------------------------------------------------
Net cash outflow from operating activities 21(b) (956,698) (428,820) (543,486)
------------------------------------------------
Cash flows from investing activities
Sale of one fifth of investment in Medco Madura - - 1,108,534
Loans made during the year - (607,135) -
Payment for property, plant & equipment - - (1,062)
Loan - Glenvale Associates (670,601) - -
Purchase of investments (443,707) - -
------------------------------------------------
Net cash outflow from investing activities (1,114,308) (607,135) (163,498)
------------------------------------------------
Cash from financing activities
Payment of loans (210,500) 100,000 100,000
Proceeds from the issue of shares 3,227,265 - 1,050,000
Share issue costs (205,323) - -
------------------------------------------------
Net cash inflow from financing activities 2,811,442 100,000 1,150,000
------------------------------------------------
Net increase/(decrease) in cash 740,436 (935,955) 443,016
Cash at the beginning of the period 166,004 1,101,959 658,943
------------------------------------------------
Cash at the end of the period 21(a) 906,440 166,004 1,101,959
------------------------------------------------
The above cash flow statement should be read in conjunction with the
accompanying notes.
31
CITYVIEW CORPORATION LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2006
Consolidated Entity
31-Dec-06 31-Dec-05 31-Dec-04
NOTE $ $ $
Total equity at the beginning of the
financial year 5,886,941 8,671,228 8,309,938
----------------------------------------------
Loss for the year (7,021,725) (2,784,287) (688,710)
----------------------------------------------
Total recognised income and expenses
for the year (7,021,725) (2,784,287) (688,710)
----------------------------------------------
Shares Issued 16 4,297,265 - 1,050,000
Share Issue Cost 16 (205,323) - -
----------------------------------------------
4,091,942 - 1,050,000
----------------------------------------------
Total equity at the end of the
financial year 2,957,158 5,886,941 8,671,228
----------------------------------------------
The above statement of changes in equity should be read in conjunction with the
accompanying notes.
32
CITYVIEW CORPORATION LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
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.
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.
The following significant accounting policies have been adopted in the
preparation and presentation of the financial report:
(a) Principles of Consolidation
A controlled entity is an entity controlled by CityView. Control exists'
where CityView has the capacity to dominate the decision making in relation
to the financial and operating policies of another entity so that the other
entity operates with CityView to achieve the objectives of CityView. A list
of controlled entities is contained in Note 20 to the financial statements.
All inter company balances and transactions between entities in the
consolidated entity, including any unrealised profits or losses, have been
eliminated on consolidation.
Where controlled entities have entered or left the consolidated entity
during the year their operating results have been included from the date
control was obtained or until the date control ceased.
Outside interests in the equity and results of the entities that are
controlled are shown as a separate item in the consolidated financial
report.
(b) 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.
33
CITYVIEW CORPORATION LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
Statement of Significant Accounting Policies (cont)
(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 2006. 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.
(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.
(e) Acquisition, Exploration and Evaluation Expenditure
The consolidated entity has interests in contracts to develop and operate
oil and gas fields in Indonesia and Angola. These contracts are under
standard terms for foreign companies operating in those countries and the
amounts for acquisition costs and exploration and development expenditure
are recorded at cost. The contracts are subject to controls and regulations
by the respective host country and to some extent may be affected by the
political stability of that country.
34
CITYVIEW CORPORATION LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
Statement of Significant Accounting Policies (cont)
Exploration and evaluation expenditure incurred is accumulated in respect
of each identifiable area of interest. These costs are only carried forward
to the extent that the consolidated entity's rights of tenure to that area
of interest are current and that the costs are expected to be recouped
through the successful development of the respective areas of interest or
the ultimate sale of those areas or where activities in the area have not
yet reached a stage that permits reasonable assessment of the existence of
economically recoverable reserves.
Accumulated costs in relation to an abandoned area are written off in full
against profit in the year in which the decision to abandon the area is
made.
A regular review is undertaken of each area of interest to determine the
appropriateness of continuing to carry forward costs in relation to that
area of interest.
While the share of revenue from shareable oil and gas from the operations
in Indonesia and Angola will be receivable by the consolidated entity in US
dollars, the directors are not able to determine what affect these factors,
together with any movements in world 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 may be impaired. Where impairment indicators exist,
recoverable amount is determined and impairment losses are recognised in
the income statement where the asset's carrying value exceeds its
recoverable amount. Recoverable amount is the higher of an asset's fair
value less costs to sell and value in use. For the purpose of assessing
value in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset.
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.
35
CITYVIEW CORPORATION LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
Statement of Significant Accounting Policies (cont)
(i) Investments in Associates
Associates are all entities over which the Group has significant influence
but not control, generally accompanying a shareholding of between 20% and
50% of the voting rights. Investments in associates are accounted for in
the consolidated financial statements using the equity method of
accounting, after initially being recorded at cost. The Group's investment
in associates includes goodwill (net of any accumulated impairment loss)
identified on acquisition.
The Group's share of its associates' post acquisition profits or losses is
recognised in the income statement, and its share of post acquisition
movements in reserves is recognised in reserves. The cumulative post
acquisition movements are adjusted against the carrying amount of the
investment.
When the Group's share of losses in an associate equals or exceeds its
interest in the associate, including any other unsecured long term
receivables, the group does not recognise further losses, unless it has
incurred obligations or made payments on behalf of the associate.
Unrealised gains on transactions between the Group and its associates are
eliminated to the extent of the Group's interest in the associates.
Unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred. Accounting policies of
the associates have been changed where necessary to ensure consistency with
the policies adopted by the Group.
(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.
Bad debts are written off when identified.
(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.
(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
31-Dec-06 31-Dec-05 31-Dec-04
----------------------------------------------
Number of employees at year end 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.
36
CITYVIEW CORPORATION LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
Statement of Significant Accounting Policies (cont)
(o) Revenue
Interest revenue is recognised on a proportional basis taking into account
the interest rates applicable to the financial assets. Dividend revenue is
recognised when the right to receive a dividend has been established.
Dividends received from associates and joint venture entities are accounted
for in accordance with the equity method of accounting.
(p) Comparative Figures
Where required by Accounting Standards comparative figures have been
adjusted to conform to changes in presentation for the current financial
year.
(q) Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable
to members of CityView Corporation Limited, adjusted for the after tax
effect of preference dividends on preference shares classified as equity,
by the weighted average number of ordinary shares outstanding during the
financial year, adjusted for bonus elements in ordinary shares during the
year.
(r) 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.
(s) GST
Revenues, expenses are recognised net of GST except where GST incurred on a
purchase of goods and services is not recoverable from the Australian
Taxation Office, in which case the GST is recognised as part of the cost of
acquisition of the asset or as part of the expense item.
Receivables and payables are stated with the amount of GST included. The
net amount of GST recoverable from, or payable to, the taxation authority
is included as part of receivables or payables in the balance sheet.
Cash flows are included in the cash flow statement on a gross basis and the
GST component of cash flows arising from investing and financing
activities, which is recoverable from, or payable to, the Australian
Taxation Office, are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST
recoverable from, or payable to, the Australian Taxation Office.
(t) Standards
The following Australian Accounting Standards have been issued or amended
and are applicable to the parent and economic entity but are not yet
effective. They have not been adopted in preparation of the financial
statements reporting date.
Nature of Change in
AASB AASB Standard Accounting Policy Application Date of Application Date
Amendment Affected and impact the Standard for the Group
---------- --------------- ------------------ --------------- ---------------
2005-10 AASB 139: Financial No change, no impact 1 January 2007 1 January 2007
Instruments: Recognition
And Measurement
AASB 101: Presentation No change, no impact 1 January 2007 1 January 2007
of Financial Statements
AASB 114: Segment No change, no impact 1 January 2007 1 January 2007
Reporting
AASB 117: Leases No change, no impact 1 January 2007 1 January 2007
37
CITYVIEW CORPORATION LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
Statement of Significant Accounting Policies (cont)
Nature of Change in
AASB AASB Standard Accounting Policy Application Date of Application Date
Amendment Affected and impact the Standard for the Group
---------- --------------- ------------------ --------------- ---------------
AASB 133: Earnings No change, no impact 1 January 2007 1 January 2007
per share
AASB 132: Financial No change, no impact 1 January 2007 1 January 2007
Instruments: Disclosure
and Presentation
AASB 1: First-time No change, no impact 1 January 2007 1 January 2007
Adoption of AIFRS
AASB 4: Insurance No change, no impact 1 January 2007 1 January 2007
Contracts
AASB 1023: General No change, no impact 1 January 2007 1 January 2007
Insurance Contracts
AASB 1038: Life No change, no impact 1 January 2007 1 January 2007
Insurance Contracts
New Standard AASB 7: Financial No change, no impact 1 January 2007 1 January 2007
Instruments: Disclosure
All other pending Standards issued between the previous financial report
and the current reporting dates have no application to either the parent or
economic entity.
AASB
Amendment AASB Standard Affected
---------- -----------------------------------------------------------------
2005-2 AASB 1023: General Insurance Contracts
2005-4 AASB 139: Financial Instruments: Recognition and Measurement
AASB 132: Financial Instruments: Disclosure and Presentation
2005-9 AASB 4: Insurance Contracts
AASB 1023; General Insurance Contracts
AASB 139: Financial Instruments: Recognition and Measurement
AASB 132: Financial Instruments: Disclosure and Presentation.
2006-1 AASB 121: The Effects Of Changes in Foreign Exchange Rates
38
CITYVIEW CORPORATION LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
Consolidated Entity
31-Dec-06 31-Dec-05 31-Dec-04
$ $ $
2. Revenue
Gain on sale of investment - one fifth Madura Field - - 1,108,534
Interest received - other parties 49,185 7,813 17,028
------------------------------------------------------
Total Revenue 49,185 7,813 1,125,562
------------------------------------------------------
3. Loss from ordinary activities Loss from ordinary activities before income tax
has been determined after:
Expenses
General and administrative expenses 519,986 287,180 329,051
Depreciation 2,120 3,007 4,828
Consultants/Legal Services 574,618 (81,477) 183,393
Drilling expenses 294,409 311,336 1,297,000
Write off receivables - Madura & Simenggaris 5,680,134 2,272,054 -
(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 (7,021,725) (2,784,287) (688,710)
------------------------------------------------------
Tax at the Australian tax rate of 30% (2005-30%) (2,106,517) (835,286) (206,613)
Permanent non-deductible difference 1,803,983 -
Sale Medco Madura $1,108,534 @ 30% - - (332,560)
Losses not recognised 302,534 835,286 539,173
------------------------------------------------------
Income tax benefit - - -
------------------------------------------------------
39
CITYVIEW CORPORATION LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
4. Income Tax (cont)
Consolidated Entity
31-Dec-06 31-Dec-05 31-Dec-04
$ $ $
(c) Tax losses
Unused tax losses for which no deferred tax asset
has been recognised 1,008,447 2,784,287 688,710
----------------------------------------------------
Potential tax benefit @ 30% 302,534 835,286 206,613
----------------------------------------------------
Total deferred assets not brought to account 5,220,895 4,918,361 4,083,075
----------------------------------------------------
5. Remuneration of Auditors
Amounts paid/payable to BDO for audit of the financial report for the company:
Auditing services 35,000 42,565 38,165
-----------------------------------------------
35,000 42,565 38,165
-----------------------------------------------
Amounts paid/payable to BDO for non-audit taxation services performed for the
company:
Taxation services 10,000 6,300 7,905
-----------------------------------------------
10,000 6,300 7,905
-----------------------------------------------
6. Cash
Cash on hand 500 500 500
Cash at bank 111,801 106,108 1,101,459
Deposits at call 794,139 59,396 -
-----------------------------------------------
906,440 166,004 1,101,959
-----------------------------------------------
Cash on hand is non interest bearing.
Cash at bank and deposits at call attract an interest rate of 5.20% (2005 3.40%)
These deposits have an average maturity of 20 days.
7. Current Receivables
Deposits 6,352 6,352 6,352
GST - Receivable 11,327 - -
-----------------------------------------------
17,679 6,352 6,352
-----------------------------------------------
40
CITYVIEW CORPORATION LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
Consolidated Entity
31-Dec-06 31-Dec-05 31-Dec-04
$ $ $
8. Non Current Receivables
Loans to controlled entities - at cost - - 3,000,000
Provision for doubtful debts - - (3,000,000)
Loan to Glenvale Associates - at cost 670,601 - -
Loans to Medco Madura Pty Ltd and
Medco Simenggaris Pty Ltd - at cost - 5,680,133 7,952,187
-----------------------------------------------
670,601 5,680,133 7,952,187
-----------------------------------------------
The recoverability of the loans are dependent on the successful development and
commercial exploitation of the Longonjo lease held by Glenvale Associates.
The company wrote off $5,680,133, being the full value of the receivables for
the Madura and Simenggaris projects due to the expiry of the leases during 2007
and the lack of proven reserves.
9. Non-Current Other Financial Assets
Investment - CityView Asia Pty Ltd at cost - - -
Investment - Quest Middle East at cost 263,748 - -
Investment - Madura at cost 1 - -
Investment - Simenggaris at cost 1 - -
-----------------------------------------------
Total Non-Current other financial assets 263,750 - -
-----------------------------------------------
10. Equipment
Equipment at cost 42,285 30,175 30,175
Less accumulated depreciation (31,411) (29,290) (26,283)
-----------------------------------------------
10,874 885 3,892
-----------------------------------------------
Balance at the beginning of year 885 3,892 7,658
Additions 12,109 - 1,062
Depreciation expense 2,120 3,007 (4,828)
-----------------------------------------------
Carrying amount at year end 10,874 885 3,892
-----------------------------------------------
11. 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 1
c. Simenggaris - 1 1
d. Prov'n for write-down of interest (5,384,170)
-----------------------------------------------
- 294,411 294,411
-----------------------------------------------
41
CITYVIEW CORPORATION LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
12. Investments accounted for using the equity method
Consolidated Entity
31-Dec-06 31-Dec-05 31-Dec-04
$ $ $
Shares in Associates (note 27) 1,100,317 - -
----------------------------------------------
1,100,317 -
----------------------------------------------
Shares in associates:
Investments in associates are accounted for in the consolidated financial
statements using the equity method of accounting and are carried at cost by the
parent entity. The recoverability of the investment is dependent on the
successful development and commercial exploitation of the Longonjo lease held by
Glenvale associates.
13. Current Payables
Unsecured:
Trade creditors - - 242,897
Accrued expenses 12,503 22,233 328,476
Annual leave provision - 15,945 -
----------------------------------------------
12,503 38,178 571,373
----------------------------------------------
14. Interest Bearing Liabilities
Loan payable to a major shareholder - 204,666 100,000
-----------------------------------------------
- 204,666 100,000
-----------------------------------------------
o 15. Non Current Payables
Long service leave provision - 18,000 16,200
-----------------------------------------------
- 18,000 16,200
-----------------------------------------------
Balance at the beginning of year 18,000 16,200 14,400
Add long service leave provision - 1,800 1,800
Less Long service leave paid (18,000) - -
-----------------------------------------------
- 18,000 16,200
-----------------------------------------------
16. Contributed Equit
(a) Share capital
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 fully paid shares at 31 December 2006 182,333,232 62,377,938
(b) Movements in ordinary shares on issue
Balance at beginning of year 80,661,616 58,285,996
Rights issue at $0.04 on 16 May 2006 80,661,616 3,226,465
Exercise of options at $0.08 on 21 June 2006 10,000 800
Placement at $0.046 on 1 August 2006 20,000,000 920,000
Shares issued at $0.15 on 22 December 2006 in satisfaction of
promotion and marketing of the company. 1,000,000 150,000
Share issue costs - (205,323)
---------------------- ------------------------
182,333,232 62,377,938
---------------------- ------------------------
42
CITYVIEW CORPORATION LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
16. Contributed Equity (cont)
During the year ended 31 December 2006, the following shares were issued by the
Company
Ordinary shares participate in dividends and the proceeds on winding up of the
parent entity in proportion to the number of shares held.
At shareholders' meetings each ordinary shareholder is entitled to one vote when
a poll is called otherwise each shareholder has one vote on a show of hands.
(c) Options:
As at 31 December 2006 there were 80,651,616 options on issue.
(d) Dividends:
The Directors declared no dividend during the reporting period.
(e) Franking credits:
The Company retains no franking credits for the year ended 31 December
2006 and the year ended 31 December 2005.
17. Accumulated losses
Consolidated Entity
31-Dec-06 31-Dec-05 31-Dec-04
$ $ $
Accumulated losses at the beginning of the financial year 52,399,055 49,614,768 48,926,058
Net loss attributable to the members of the parent entity 7,021,725 2,784,287 688,710
---------------------------------------------------
Accumulated losses at the end of this financial year 59,420,780 52,399,055 49,614,768
---------------------------------------------------
18. Earnings per share 31-Dec-06 31-Dec-05 31-Dec-04
(a) Basic and diluted loss per share (cents per share) (5.02) (3.45c) (0.98c)
The weighted average number of ordinary shares on issue used in the
calculation of basic and diluted losses per share 139,905,758 80,661,616 70,190,383
(b) Diluted losses per share are not disclosed, as they are not diluted.
19. Financial Reporting by Segments
(a) Primary Segments
Investments Exploration Consolidated
31 Dec 06 31 Dec 05 31 Dec 06 31 Dec 05 31 Dec 06 31 Dec 05
$ $ $ $ $ $
Other revenue/income 49,185 7,813 - - 49,185 7,813
--------------- ----------------- -------------- -------------- ------ -------------- ---------------
Segment profit/(loss) after
income tax (1,047,182) (200,897) (5,974,543) (2,583,390) (7,021,725) (2,784,287)
--------------- ----------------- -------------- -------------- ------ -------------- ---------------
Segment Assets 2,969,661 173,241 - 5,974,544 2,969,661 6,147,785
Segment Liabilities (12,503) (260,844) - - (12,503) (260,844)
Depreciation/amortisation (2,120) (3,007) - - (2,120) (3,007)
The major products and services covered by those segments are:
Investments from general financing and corporate activities
Exploration of oil and gas interests
43
CITYVIEW CORPORATION LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
19. Financial Reporting by Segments (cont)
(b) Secondary Segments
Indonesia Angola Australia Consolidated
31 Dec 06 31 Dec 05 31 Dec 06 31 Dec 05 31 Dec 06 31 Dec 05 31 Dec 06 31 Dec 05
$ $ $ $ $ $ $ $
Other revenue/income - - - - 49,185 7,813 49,185 7,813
------------ ----------- ----------- ---------- ------------- ------------ ------------ ------------
Segment profit/ (loss) after
income tax (5,974,543) (2,583,390) - - (1,047,182) (200,897) (7,021,725) (2,784,287)
------------ ----------- ----------- ---------- ------------- ------------ ------------ ------------
Segment Assets 2 5,974,544 1,770,918 - 1,198,741 173,241 2,969,661 6,147,785
Segment Liabilities - - - (12,503) (260,844) (12,503) (260,844)
Depreciation/amortisation - - - - (2,120) (3,007) (2,120) (3,007)
The pricing of intersegmental 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 2006 2005
---- ----
CityView Corporation Limited Australia Ordinary Investment 100% 100%
Controlled entities
CityView Asia Pty Ltd Australia Ordinary Exploration 100% 100%
Investments in Associates
Glenvale Associates Limited Belize Ordinary Exploration 36.30% -
Others
Quest Middle East UAE Ordinary Exploration 8.30% -
Medco Madura Pty Ltd Australia Ordinary Exploration 2.65% 2.65%
Medco Simenggaris Pty Ltd Australia Ordinary Exploration 2.50% 2.50%
The accounts of Medco Madura Pty Ltd and Medco Simenggaris Pty Ltd and Quest
Middle East 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 equity method of
accounting has been used for Glenvale Associates Limited as the company does
exercise significant influence over it.
Consolidated Entity
31-Dec-06 31-Dec-05 31-Dec-04
21. Notes to Cash Flow Statement $ $ $
(a) Reconciliation of cash
Cash at the end of the financial year as shown in
the cash flow statement is reconciled to the
related items in the balance sheet as follows:
Cash 906,440 166,004 1,101,959
---------------------------------------------
906,440 166,004 1,101,959
---------------------------------------------
44
CITYVIEW CORPORATION LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
21. Notes to Cash Flow Statement (cont) Consolidated Entity
(b) Reconciliation of loss from ordinary activities after tax to net cash (used
by) operating activities
31 Dec 06 31 Dec 05 31 Dec 04
$ $ $
Loss from ordinary activities (7,021,725) (2,784,287) (688,710)
Add non cash operating items:
Depreciation 2,120 3,007 4,828
Exploration & Development expenditure Simenggaris written off 294,409 294,409 (294,409)
Exploration & Development expenditure Madura written off - 312,726 1,270,970
Gain on sale of investment - - (1,108,534)
Issue of shares in lieu of payment 150,000 - -
Loan - Major shareholder - (100,000) -
Change in assets and liabilities net of the effect of purchase
and disposal of controlled entities: 5,644,530 - -
(Increase)/decrease in receivables - 2,272,054 -
(Decrease)/increase in payables (25,675) (428,529) 270,569
Increase/(decrease) in provisions - 1,800 1,800
Share of net profit of associates accounted for
Using the equity method of accounting (357) - -
-------------------------------------------------
Net cash (used) by operating activities (956,698) (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.
31-Dec-06 31-Dec-05 31-Dec-04
22. Non-cash investing activity $ $ $
Acquisition of shares in Glenvale 920,000 - -
Loan to controlled entity - - -
---------------------------------------
The parent company CityView Corporation Limited issued on behalf of
the controlled entity 20 million ordinary fully paid shares at $0.046
to purchase 30% of Glenvale Associates Limited
23. Financial Instruments
Financial Risk Management
The group's financial instruments consist mainly of deposits with banks,
short-term investments, accounts receivable and payable, loans to and from
subsidiaries and leases.
(a) Currency hedging
The consolidated entity has not entered into forward foreign exchange contracts
to hedge the exchange rate risk arising from transactions in foreign currencies.
(b) Liquidity risk
The group manages liquidity risk by monitoring forecast cash flows.
(c) Credit Risk
The Company has adopted a policy of only dealing with credit worthy parties and,
where appropriate, obtaining sufficient collateral or security as a means of
mitigating the risk of financial loss through defaults in contractual
obligations. The Company does not have any significant credit risk exposure to a
single debtor or group of debtors having similar characteristics. o
45
CITYVIEW CORPORATION LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
23. Financial Instruments (cont)
The carrying amount of financial assets recorded in the financial statements,
without provision for losses, represents the maximum exposure of the
consolidated entity to credit risk without taking into account the value of any
collateral or other security.
The credit risk exposure of the consolidated entity would also include the
difference between the carrying amount and the realisable amount.
The consolidated entity's exposure to interest rate risk which is the risk that
a financial instrument's value will fluctuate as a result of changes in market
interest rates and the effective weighted average interest rates on classes of
financial assets and financial liabilities is as follows:
- -------------------------------------------------------------------------------------------------------------------------------
FIXED INTEREST
- -------------------------------------------------------------------------------------------------------------------------------
Average Variable Less than 1 to 5 More than Non-Interest Total
Interest Interest 1 Year Years 5 years Bearing
2006 rate % $ $ $ $ $ $
- --------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Financial Assets
- --------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Cash 5.20% - 906,440 - - - 906,440
- --------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Receivables - - - - - 688,280 688,280
- --------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Financial Liabilities
- --------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Payables - - - - - 12,503 12,503
- --------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Loan - - - - - -
- -------------------------------------------------------------------------------------------------------------------------------
FIXED INTEREST
- --------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Average Variable Less than 1 to 5 Years More than Non-Interest Total
Interest Interest 1 Year $ 5 years Bearing
2005 rate % $ $ $ $ $
- --------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Financial Assets
- --------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Cash 3.40% - 166,004 - - - 166,004
- --------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Receivables - - - - - 5,686,485 5,686,485
- --------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Financial Liabilities
- --------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Payables - - - - - 38,178 38,178
- --------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
Loan 7.0% - 200,000 - - 4,666 204,666
- --------------------------- ------------- ----------- ------------- ------------- ------------ ---------------- ---------------
(d) Net Fair Value
The carrying amount of assets and liabilities recorded in the financial
statements represents their respective net fair values determined in accordance
with the accounting policies referred to in note 1.
24. Key management personal disclosure
(a) Directors
The following persons were directors of the Company during the financial year
ended 31 December 2006
(i) Chairman - non-executive
M al Ansari (from 11 May 2006)
A I Saddique (from 1 January 2006 - 11 May 2006)
(ii) Executive directors
M Smyth, Chief Executive (from 6 March 2006)
Ee Beng Yew, Chief Executive (from 1 January 2006 - 6 March 2006)
Thinagaran, Director (from 1 January 2006 - 11 May 2006)
(iii) Non - executive directors
J Jacoby, Director and Company Secretary (from 10 May 2006)
J Arbouw, Director and Company Secretary (from 1 January 2006 - 9 May 2006)
R Elliott, Director (from 1 January 2006 - 9 May 2006)
Y K Goh (from 1 January 2006 - 6 March 2006)
46
CITYVIEW CORPORATION LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
24. Key management personal disclosure (cont)
(b) Key management personal compensation
--------------------------------------------------------------------------
Consolidated Entity
31 Dec 06 31Dec 05 31Dec 04
$ $ $
------------------------ ----------------------- ------------------------
Short term employee 300,360 18,000 12,000
benefits
Post employee benefits - - -
Long term benefits - - -
Share based payments - - -
------------------------ ----------------------- ------------------------
300,360 18,000 12,000
------------------------ ----------------------- ------------------------
The company has taken advantage of the relief provided by Corporations
Regulations 2M604 and has transferred the detailed remuneration disclosures to
the directors report. The relevant information can be found in section A - C of
the remuneration report on pages 13 -15.
(c) Equity instruments disclosures relating to key management personal
(i) Option holdings
The number of options over ordinary shares in the company held during the
financial year by each director of CityView Corporation Limited and other key
management personal of the group, including their personally related parties,
are set out below.
- --------------------------- ----------------- ------------------ ----------------- --------------------- ------------------
2006 Balance at Received during Exercised Balance at the end Vested and
Name start of year the year (1) during the year of the year exercisable at
end of year
- --------------------------- ----------------- ------------------ ----------------- --------------------- ------------------
M al Ansari - 1,000,000 250,000 750,000 750,000
M Smyth - 1,050,426 - 1,050,426 1,050,426
J Jacoby - 100,000 - 100,000 100,000
A Saddique - 15,802,000 - 15,802,000 15,802,000
Ee Beng Yew - - - - -
Thinagaran - - - - -
Y K Goh - -
J Arbouw - 30,425 - 30,425 30,425
R Elliott - - - - -
- --------------------------- ----------------- ------------------ ----------------- --------------------- ------------------
(1) These options were issued as part of capital raising as free attached
option for every share issued.
- --------------------------- ----------------- ------------------ ----------------- --------------------- ------------------
2005 Balance at Received during Exercised Balance at the end Vested and
Name start of year the year as during the year of the year exercisable at
end of year
- --------------------------- ----------------- ------------------ ----------------- --------------------- ------------------
M al Ansari - - - - -
M Smyth - - - - -
J Jacoby - - - - -
A Saddique - - - - -
Ee Beng Yew - - - - -
Thinagaran - - - - -
Y K Goh - - - -
J Arbouw - - - - -
R Elliott - - - - -
- --------------------------- ----------------- ------------------ ----------------- --------------------- ------------------
47
CITYVIEW CORPORATION LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
24. Key management personal disclosure (cont)
(ii) Share holdings
The number of shares in the company held during the financial year by each
director of CityView Corporation Limited and other key management personal of
the group, including their personally related parties, are set out below. There
were no shares granted during the reporting period as compensation.
- --------------------------- ----------------- ---------------- ------------------- ---------------------
2006 Balance at Received Other changes Balance at the end
Name start of year during the during the year of the year
year on option
exercise
- --------------------------- ----------------- ---------------- ------------------- ---------------------
M al Ansari - 250,000 1,000,000 1,250,000
M Smyth - - 1,050,426 1,050,426
J Jacoby - - 200,000 200,000
A Saddique 15,802,000 - 15,802,000 31,604,000
Ee Beng Yew - - - -
Thinagaran - - - -
Y K Goh - -
J Arbouw 30,425 30,425 - 60,850
R Elliott - - - -
- --------------------------- ----------------- ---------------- ------------------- ---------------------
- --------------------------- ----------------- ------------------ ----------------- ---------------------
2005 Balance at Received during Other changes Balance at the end
Name start of year the year on during the year of the year
option exercise
- --------------------------- ----------------- ------------------ ----------------- ---------------------
M al Ansari - - - -
M Smyth - - - -
J Jacoby - - - -
A Saddique 15,802,000 - - 15,802,000
Ee Beng Yew - - - -
Thinagaran - - - -
Y K Goh - - -
J Arbouw 30,425 - - 30,425
R Elliott - - - -
- --------------------------- ----------------- ------------------ ----------------- ---------------------
25. Related Party Disclosures
(a) Parent entities
The parent entity as well as the ultimate Australian entity within the Group is
CityView Corporation Limited.
(b) Subsidiaries
Interest in subsidiaries are set out in note 20.
(c) Key management personnel
Disclosure relating to key management personnel are set out in note 24.
48
CITYVIEW CORPORATION LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
25. Related Party Disclosures (cont) (d) Loans to/from related parties
Consolidated Entity
31-Dec-06 31-Dec-05 31-Dec-04
$ $ $
Loans from other related parties
Beginning of the year 204,666 100,000 -
Loans advanced - 100,000 100,000
Loans repaid (200,000) - -
Interest charged 5,834 4,666 -
Interest paid (10,500) - -
-------------------------------------------
End of year - 204,666 100,000
-------------------------------------------
Loans to associates
Beginning of the year - - -
Loans advanced 670,601 - -
Loans repaid - - -
Interest charged - - -
Interest paid - - -
--------------------------------------------
End of year 670,601 - -
--------------------------------------------
(e) Terms and conditions
On 19 May, 2006 the company repaid in full an outstanding loan plus
interest of $210,500.00 to MidWestern Oil.
On 21 July, 2006 the company made an interest free loan of $670,601.00 to
Glenvale Associates. The terms of the loan state that Glenvale Associates
will repay the loan to CityView on the successful development and
commercial exploitation of the Longonjo lease in Angola held by Glenvale
Associates.
(f) Interests in director-related entities
Apart from the disclosures in this note, no director has entered into a
material contract with the Company since the end of the financial year and
there were no material contracts involving interests of directors or
payment upon termination subsisting at the end of the financial year.
(g) Equity interests in controlled entities
As disclosed in Note 20 the Company has the entire ownership of CityView
Asia Pty Ltd., which is its only controlled entity.
o
26. Commitments for Expenditure
The underwriting of the company's traded options ensures the appropriate
funding required for exploration and drilling works in Angola as well as
increasing its investment in Quest Middle East.
27. Investments in Associates
(a) Carrying amounts
Information relating to associates is set out below.
------------------------ ---------------------- ----------------------- -----------------------------------
Name of Company Principal Activity Ownership Interest Consolidated
2006 2005 2006 2005 2004
Unlisted % % $ $ $
------------------------ ---------------------- ------------ ---------- ----------- ------------ ----------
Glenvale Exploration 36.3 0 1,100,317 - -
----------- ------------ ----------
1,100,317 - -
----------- ------------ ----------
The above associate is incorporated in Belize.
49
CITYVIEW CORPORATION LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
27. Investments in Associates (cont)
(b) Movements in carrying amounts
-------------------------------------------
Consolidated
2006 2005 2004
$ $ $
----------------- ------------ -----------
Carrying amount at the beginning of the financial year - - -
Share of profits after income tax 357 - -
Increase in investment 1,099,960 - -
Share of increment on revaluation of freehold land - - -
----------------- ------------ -----------
Carrying amount at the end of the financial year 1,100,317 - -
----------------- ------------ -----------
(c) Share of associates' profits or losses
------------------------------------------
Consolidated
2006 2005 2004
$ $ $
---------------- ------------ -----------
Profit before income tax 357 - -
Income tax expense - - -
---------------- ------------ -----------
Profit after income tax 357 - -
---------------- ------------ -----------
(d) Summarised financial information of associates
----------------------------------------------------------------------------------------------
Groups share of:
Assets Liabilities Revenues Profit
$ $ $ $
---------------------- ----------------------- ---------------------- ----------------------
2006
Glenvale 310,468 309,949 381 357
---------------------- ----------------------- ---------------------- ----------------------
2005
Glenvale - - - -
2004
Glenvale - - - -
---------------------- ----------------------- ---------------------- ----------------------
(e) Share of associates' expenditure commitments, other
than for the supply of inventories
-------------------------------------------
Consolidated
2006 2005 2004
$ $ $
------------------ ------------ -----------
Capital commitments - - -
Lease commitments - - -
------------------ ------------ -----------
- - -
------------------ ------------ -----------
(f) Contingent liabilities of associates
--------------------------------------------
Consolidated
2006 2005 2004
$ $ $
-------------- ------------- ---------------
Share of incurred jointly with other investors
for which the company is severally liable - - -
-------------- ------------- ---------------
- - -
-------------- ------------- ---------------
28. Subsequent Events
On 8 February 2007 Patersons Securities Limited underwrote the exercise of
the remaining options which are due to be exercised by 31 March 2007 at 8
cents each.
On 27 February 2007 The company announced it had increased its holding in
Glenvale Associates Limited from 36.3% to 42.7%.
50
29. 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) In July 2006, the FASB issued FASB Interpretation No.48, Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109 (FIN
48). This Interpretation provides guidance for recognizing and measuring
uncertain tax positions, as defined in SFAS No. 109, Accounting for Income
Taxes. FIN 48 prescribes a threshold condition that a tax provision must meet
for any of the uncertain tax position to be recognized in the financial
statements. Guidance is also provided regarding de-recognition, classification
and disclosure of these uncertain tax positions. FIN 48 is effective for fiscal
years beginning after December 15, 2006. The Company's management does not
expect that this Interpretation will have a material impact on the company's
financial position, results of operations or cash flows.
In September 2006, the FASB issued FAS 157, Fair Value Measurements (FAS 157).
FAS 157 defines fair value, establishes a framework for measuring fair value in
accordance with generally accepted accounting principles, and expands
disclosures about fair value measurements. The provisions of FAS 157 are
effective for the fiscal year beginning after November 15, 2007. The Company's
management is currently evaluating the impact of the provisions of FAS 157.
(b) 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.
(c) Capitalized Exploration Expenditure
CityView adopts the successful efforts method of accounting in relation to its
oil and gas activities. Under this method, the costs of successful wells,
acquisition costs such as leases and permits and development costs are
capitalized and amortized on a, units of production basis over the life of the
related reserves. Amortization is determined on a field by field basis. Unproved
properties with significant acquisition costs are assessed quarterly for
impairment in value, with any impairment charged to expenses. The successful
efforts method also imposes limitations on the carrying value of proved
properties. Proved oil and gas properties are reviewed for impairment quarterly
or whenever circumstances change indicating that the carrying amounts may not be
recoverable, with any impairment charged to expenses.
Exploratory drilling costs are initially capitalized pending determination of
proved reserves and are charged to expense if no proved reserves are found.
CityView and the joint venture operator Medco have an agreement in place stating
that all monies previously expended by CityView in relation to Madura and
Simenggaris would be converted to a loan and repaid to CityView upon the
successful development or sale of the Madura and Simenggaris fields.
The leases at Madura and Simenggaris are due to expire in 2007 and as at
December 31, 2006 no economically proven reserves had been discovered. Due to
the inconclusive drilling results at Madura and Simenggaris the directors
decided to write off, in full, the value of the Madura and Simenggaris
receivables. These amounts had previously been written off under the US GAAP
reconciliation due to the failure of any economically proven reserves being
discovered.
(d) 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.
(e) 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.
51
(f) 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 that 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.
(g) 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
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 2004, 31 December 2005 and 31 December 2006
and therefore no reconciliation adjustment is required.
(h) 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, 2005 and 2006 no stock based
compensation has been made.
52
Reconciliation Adjustments
The following reconciliations show the effect on net profit/loss for the
financial periods ended December 31, 2006, 2005 and 2004 using the US GAAP basis
of accounting for the matters outlined in items (a) to (f) above.
31 Dec 06 31 Dec 05 31 Dec 04
Reconciliation Adjustments US$ A$ A$ A$
- ------------------------------------ -------------- -------------- -------------- ---------------
Net income (loss) after Tax in
accordance with Australian IFRS (5,291,572) (7,021,725) (2,784,287) (688,710)
Reconciliation Adjustments
Exploration expenditure
written-off as incurred 4,502,415 5,974,542 2,272,054 (294,409)
-------------- -------------- -------------- ---------------
Net income (loss) after tax in
accordance with US GAAP (789,157) (1,047,183) (512,233) (983,119)
-------------- -------------- -------------- ---------------
Earnings (loss) per share after
tax in accordance with US GAAP (.004) (.005) (.006) (.012)
(in cents)
31 Dec 06 31 Dec 05 31 Dec 04
Reconciliation Adjustments US$ A$ A$ A$
- ------------------------------------- -------------- ------------- --------------- --------------
Shareholder's equity attributable
to member of the chief entity in 2,228,513 2,957,158 5,886,941 8,671,228
accordance with Australian IFRS
Reconciliation Adjustments
Exploration expenditure written-off
as incurred - - (5,974,542) (8,246,596)
-------------- ------------- --------------- --------------
Total shareholder's equity in
accordance with US GAAP 2,228,513 2,957,158 (87,601) 424,632
-------------- ------------- --------------- --------------
ITEM 18. FINANCIAL STATEMENTS
Not applicable. Consolidated financial statements are provided under Item 17.
ITEM 19. EXHIBITS
Attached.
53
SIGNATURES
The Registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and that it has duly caused and authorised the undersigned to sign
this annual report on its behalf.
CITYVIEW CORPORATION LIMITED
/S/ P M Smyth
P M Smyth
Director
Dated June 28, 2007
54
CERTIFICATIONS
I, Peter Mark Smyth, certify that:
1. I have reviewed this annual report on Form 20-F of CityView
Corporation Limited;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the company as of, and for, the periods presented in this report;
4. The company's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the company, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report
is being prepared; (b) Designed such internal control over
financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles; (c) Evaluated the
effectiveness of the company's disclosure controls and
procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on
such evaluation; and (d) Disclosed in this report any change
in the company's internal control over financial reporting
that occurred during the period covered by the annual report
that has materially affected, or is reasonably likely to
materially affect, the company's internal control over
financial reporting; and
5. The company's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the company's auditors and the audit committee of the
company's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
company's ability to record, process, summarize and report
financial information; and (b) Any fraud, whether or not
material, that involves management or other employees who have
a significant role in the company's internal control over
financial reporting.
Date: June 28, 2007
/s/ Peter Mark Smyth
- -----------------------
Peter Mark Smyth
Chief Executive Officer
55
CERTIFICATIONS
I, Peter Mark Smyth, certify that:
1. I have reviewed this annual report on Form 20-F of CityView
Corporation Limited;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the company as of, and for, the periods presented in this report;
4. The company's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the company, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report
is being prepared; (b) Designed such internal control over
financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles; (c) Evaluated the
effectiveness of the company's disclosure controls and
procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on
such evaluation; and (d) Disclosed in this report any change
in the company's internal control over financial reporting
that occurred during the period covered by the annual report
that has materially affected, or is reasonably likely to
materially affect, the company's internal control over
financial reporting; and
5. The company's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the company's auditors and the audit committee of the
company's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
company's ability to record, process, summarize and report
financial information; and (b) Any fraud, whether or not
material, that involves management or other employees who have
a significant role in the company's internal control over
financial reporting.
Date: June 28, 2007
/s/ Peter Mark Smyth
- -----------------------
Peter Mark Smyth
Chief Financial Officer
56
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of CityView Corporation Limited (the
"Company") on Form 20-F for the fiscal year ended December 31, 2006 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I,P M Smyth, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002,
that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations
of the Company.
/s/ P M Smyth
- ------------------
P M Smyth
June 28, 2007
57
Exhibit 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of CityView Corporation Limited (the
"Company") on Form 20-F for the fiscal year ended December 31, 2006 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, P M Smyth, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002,
that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations
of the Company.
/s/ P M Smyth
- ------------------
P M Smyth
June 28, 2007
58