UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549D.C.20549

FORM 20-FFORM-20F

     [   ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 (B) OR (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 fiscal year-ended JUNE 30, 2010

or

[   ] TRANSITION REPORT PURSUANT TO SECTIONRegistration Statement Pursuant To Section 12 (B) Or (G) Of The Securities Exchange Act Of 1934
or
[X] Annual Report Pursuant To Section 13 OROr 15(D) Of The Securities Exchange Act Of 1934
For the Fiscal Year ended JUNE 30, 2013
or
[   ] Transition Report Pursuant To Section 13 Or 15 (D) OF THE SECURITIES EXCHANGE ACT OFOf The Securities Exchange Act Of 1934

Commission file number 0-17863

or

[   ] SHELL COMPANY REPORT PURSUANT TO SECTIONShell Company Report Pursuant To Section 13 OROr 15(D) OF THE SECURITIES EXCHANGE ACT OFOf The Securities Exchange Act Of 1934

CONTINENTAL ENERGY CORPORATION
(Exact name of Registrant as specified in its charter)

British Columbia, Canada
(Jurisdiction of incorporation or organization)

8751 North Himes Avenue, Tampa, Florida, U.S.A.,33614900-885 West Georgia Street, Vancouver, British Columbia, Canada V6C 3H1
(Address of principal executive offices)registered office)

Robert Rudman, CA, CFO,Chief Financial Officer, phone 561-779-9202, rrudman@continentalenergy.com, phone 813-387-3309, fax 813-935-8470
2311 Tradition Way, Unit 201, Naples, Florida, U.S.A., 34105

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

Securities registered or to be registered pursuant to Section 12(b) of the Act:Not Applicable

Securities registered or to be registered pursuant to Section 12(g) of the Act:Common Shares, Without Par Value

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:Not Applicable

Indicate the number of outstanding shares of each of the Registrant's classes of capital or common shares as of the close of the period covered by the annual report:
There were 72,390,381122,815,381 common shares, without par value, issued and outstanding as of 6/30/10.13.

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

[   ] YES [X]NO

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

[X]YES[   ] NO

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

[X]YES[   ] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[   ] YES [X]NO

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 basis of accounting the registrant has used to prepare the financial statements included in this filing:(Check one):

[X ]U.S. GAAP   [   ] IFRS by IASB   [   ] Other

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

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:(Check one):	[   ] U.S. GAAP [X]IFRS by IASB [   ] Other
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange.(Check one):	[   ] Large accelerated filer  [   ] Accelerated filer Act [X]Non-accelerated filer

Indicate by check mark which financial statement item the registrant has elected to follow.

[   ] Item-17 [X]Item-18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[   ] YES [X]NO

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. (Applicable Only To Issuers Involved In Bankruptcy Proceedings During The Past Five Years)

[   ] YES  [X]NO

Report Date:May 13, 2014

Report Date:November 26, 2010
TABLE OFCONTENTS
FORM-20F - ANNUALREPORT

---oOo---

P A R TPART - I

This United States Securities and Exchange Commission filing on Form-20F filing is made as an "Annual Report""Annual Report" pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Further, the following defined terms are used throughout this Annual Report.

• Dates are expressed in this Annual Report in the form "6/30/10,13", which in this case means June 30, 2010. Further:2013.

• Fiscal year-end Date- The Company's fiscal year ends on June 30^th. and the term "Fiscal Year" shall refer to a year so ending.

• This Annual Report is for our most recently completed Fiscal Year, ended on 6/30/13 and hereinafter referred to as “Fiscal 2013”, and includes audited annual consolidated financial statements as of the most recently completed fiscal year ended 6/30/10 (“Fiscal 2010”.).at that date. It also includes management prepared and unaudited interim consolidated financial statements through 12/31/13.

• Report Date- This Annual Report was prepared in November 2010. InformationMay 2014 and information contained herein is current and valid as at November 26, 2010, (11/26/10)5/13/14, which is referred to hereinafter as the "Report"Report Date"except where the context specified otherwise.may otherwise specify.

• As used in this Annual Report, the terms "we", "us", "our" and "Company" all refer to and mean Continental Energy Corporation, a foreign private issuer incorporated in British Columbia, Canada, whose shares trade on the OTCQB.

• Unless otherwise noted herein the currency abbreviations $, US$, and USD all refer to United States dollars; CDN refers to Canadian dollars; IDR to Indonesian Rupiah; SGD to Singapore dollars; MYR to Malaysian ringgit; and NOK to Norwegian krone.

This Annual Report contains forward-looking statements as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the United States Securities Exchange Act of 1934. These1934.These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this annual report, the terms "we", "us", "our" and "Company" mean Continental Energy Corporation, a foreign private issuer incorporated in British Columbia, Canada. Unless otherwise noted herein the symbol $ refers to US Dollars. The term CDN refers to Canadian Dollars. The term IDR refers to Rupiah, the currency of the Republic of Indonesia. The term SGD refers to Singapore dollars.

ITEM1.-1 : IDENTITY OFDIRECTORS, SENIORMANAGEMENT ANDADVISERS

We are filing this Form 20-FForm-20F as an annual report under the Exchange Act and therefore the provision of information called for by this Item-1 is not applicable.

ITEM2.-2 : OFFERSTATISTICS ANDEXPECTEDTIMETABLE

We are filing this Form 20-FForm-20F as an annual report under the Exchange Act and therefore the provision of information called for by this Item-2 is not applicable.

ITEM3.-3 : KEYINFORMATION

A.  SELECTED FINANCIAL DATA.

The financial data for Fiscal years ended 6/30/08,11, 6/30/09,12, and 6/30/1013 as shown in the following table is derived from our audited financial statements as indicated in the independent auditor’s report included elsewhere in this Annual Report. The data for the Fiscal years ended 6/30/0609 and 6/30/0710 are derived from the Company's audited financial statements, not included herein, but filed with previous Form 20F AnnualForm-20FAnnual Reports and incorporated herein by this reference.

The selected financial data should be read in conjunction with the financial statements and other financial information included elsewhereshown in the Annual Report. The financial datafollowing table is derived from the financial statements of the Company, which for Fiscal Years ending 6/30/11 and earlier, have been prepared in accordance with Canadian Generally Accepted Accounting Principles (“GAAP”GAAP”), the application of which, in the case of the Company, conforms in all material respects for the periods presented with US GAAP, except as disclosed in footnotes to the financial statements.

Commencing from 7/1/11 and for the Fiscal Years ended 6/30/12 and 6/30/13, the Company's financial statements were prepared in accordance with International Financial Reporting Standards {"IFRS") instead of GAAP. The first annual IFRS consolidated financial statements were prepared for the Fiscal year ended 6/30/12 with restated comparatives for the previous Fiscal Year ended 6/30/11.

*Note:The Fiscal Year Ended 6/30/06 is for a period of 11 months due to a change in fiscal year-end.

How Earnings Per Share Are Calculated- Under Canadian GAAP the calculation of basic loss per share is calculated using the weighted average number of common shares outstanding during the year as well as excluding any common stock equivalents that may be outstanding, if such common stock equivalents are not anti-dilutive. This weighted average number of common shares outstanding includes any shares that remain in escrow that are contingently cancelable, that may be earned out based on the Company incurring a certain amount of exploration and development expenditures. Under US GAAP, the weighted average number of common shares outstanding excludes any shares that remain in escrow that are contingently cancelable, but may be earned out based on the Company incurring a certain amount of exploration and development expenditures.

How Reported Ratios Are Calculated- The Company has not calculated and is not reporting any ratio of earning to fixed charges, to combined fixed charges or to any dividends and has not calculated and reported any other ratios, other than earnings per share as set forth above, in this report;Annual Report; and hence no basis for such calculation is included.

The selected financial data set forth in the following table should be read in conjunction with the financial statements and other financial information included elsewhere in the Annual Report.

Foreign Currency Exchange- The Company's financial statements are stated in US Dollars ("$" or "US$"), and are prepared in accordance with Canadian GAAP; nevertheless, the financial statements conform in all material respects with US GAAP, except as disclosed in the footnotes to the financial statements.. The Company transacts most of its business in US Dollars but has some expenditures and deposits denominated in threefive other currencies;currencies: Canadian Dollars (“CDN”), Indonesian Rupiah (“IDR”IDR”"), CanadianSingapore Dollars (“CDN”SGD”), Malaysian Ringgit ("MYR"), and Singapore Dollars (“SGD”Norwegian Krone ("NOK"). The following table sets forth the rate of exchange for these currencies upon the last trading day at the end of the 5 most recently completed fiscal yearsFiscal Years and at the most recently completed calendar month preceding the Report Date.

B.  CAPITALIZATION AND INDEBTEDNESS.

We are filing this Form 20-FForm-20F as an annual report under the Exchange Act and therefore the provision of information called for by this Item-3.B is not applicable.

C.  REASONS FOR THE OFFER AND USE OF PROCEEDS.

REASONS FOR THE OFFER AND USE OF PROCEEDS.

We are filing this Form 20-FForm-20F as an annual report under the Exchange Act and therefore the provision of information called for by this Item-3.C is not applicable.

D.  RISK FACTORS.

Much of the information contained in this annual report includes or is based on estimates, projections or other “forward looking” statements. Such forward looking statements include any projections or estimates made by our Company and our management in connection with our business operations. While these forward looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections assumptions or other future performance suggested herein.

Such estimates, projections or other forward looking statements involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward looking statements.

The common shares of our Company are considered speculative. You should carefully consider the following risks and uncertainties in addition to other information in this annual report in evaluating our Company and our business before purchasing our common shares. Our business operatingprospects as an emerging international energy producer, our ongoing operations at a particular project, or our overall financial condition could be harmed due to any of the following risks:

Nature of the Exploration Business- The nature of the Company's business, oil and gas exploration, places the entire foundation of the enterprise in a high-risk category. Oil and gas exploration involves a very high degree of risk. There is no assurance that expenditures to be made, as intended by the Company on exploration or "wildcat" drilling of its properties will result in any discoveries of oil and gas in commercially exploitable quantities. The marketability of any oil and gas actually discovered will be affected by numerous factors beyond the control of the Company including availability of a market for gas, oil and gas market price fluctuations, the proximity and capacity of transport and processing equipment, additional financing and government regulation. Drilling and production operations involve risks including blowouts, oil spills and fires (each of which could result in damage to or destruction of wells, production facilities or other properties, o r injury to persons). Completion of a well does not assure a profit on the investment or recovery of drilling, completion and operating costs. In addition, drilling hazards or environmental damage could greatly increase the cost of operations, and various field operating conditions may adversely affect the Company's production from successful wells. Specific risk factors are described below:

Competitive Risk- Competition among oil companies for quality properties and limited amounts of drilling

a)	Competitive Risk- Competition among international energy producing companies for quality international oil, gas, and electricity production properties; for reliable joint venture partners; and for limited amounts of new development capital is intense. Partner Risk- The Company does not currently manage operations of its resource properties. Management and operatorship of each property is the responsibility of one of the Company’s wholly-owned subsidiary, partially owned joint venture companies, or joint venture partners. The degree of control over direct management of each property exerted by the Company is largely dependent upon the amount of participating interest held by the Company in the subsidiary, joint venture company, or joint venture in proportion to that held by other interest holders. Other factors affecting the degree of Company’s direct control include the number of Company designated directors on the boards of the subsidiaries and affiliates and the provisions of any applicable joint venture agreements or shareholders agreements in effect. Any number of risks beyond the control of the Company could have a detrimental effect on the Company's joint venture partners and cause them to be u nable to fund their own share of costs or meet their share of commitments. In such case there is a high degree of risk that the Company would not be able to take up and pay a failed partner's share of costs and the Company's own interest may thereby be detrimentally affected. Minority Shareholding Risks- The Company often holds minority interests in its oil and gas properties and this level of interest offers only very limited degree of management control or influence by the Company. The Company owns a minority stake of 18% in its flagship property the Bengara-II Block. Although the Company has rights to appoint a director to the board of the minority owned subsidiary who owns the Bengara-II Block, the director may be outvoted. In the event of a disputed management action endorsed by other, majority, or controlling shareholders, this lack of management control could have a detrimental effect upon the value of the Company’s interests. Financing Risks- The Company is not generating income or revenue, has generated losses to date and does not presently have sufficient financial resources to undertake by itself all of its planned acquisitions or to fund its contractual commitments. The Company’s ability to continue as a going concern depends upon its ability to obtain financing. There is no assurance that the Company will be able to obtain such financing on acceptable terms, or at all. There is no assurance that the Company will be able to extend or defer its contractual work commitments in the event sufficient funds are not available. It is possible that prolonged inability of the Company to fund its commitments could result in a loss of some or all of its interest. Management is pursuing all available options to raise working capital and funds for its various projects. There can be no assurance that the management will be successful. Liquidity Risk- The future development of the properties of the Company and acquisition of new properties shall depend upon the ability of the Company to finance through the joint venturing of projects, debt financing, equity financing or other means. The Company intends to raise required additional funds by selling equity or debt securities, until it develops or acquires cash flow from operations. While the Company has been successful in raising the necessary funds in the past, there can be no assurance it can continue to do so. If such funds cannot be secured, the Company will be forced to curtail its exploration/development efforts to a level for which funding can be secured. There is no assurance that the Company will be successful in obtaining such financing. This situation could be exacerbated by acts of international terrorism or unforeseen political disturbances. Material increases or decreases in the Company's liquidity are substantially determined by th e success or failure of its exploration programs or the acquisition of new properties and projects.
b)	Political Risk- The Company's business activities and investments are all located out of its home jurisdiction of Canada and are subject to the political risks of foreign investment. These include potential changes in laws affecting foreign ownership, contract and area tenure, government participation, taxation, royalties, duties, rates of exchange and exchange controls. Any new government policies adverse to the Company could include a change in crude oil pricing policy, expropriation, nationalization, renegotiation or nullification of existing concessions and contracts, taxation policies, foreign exchange and repatriation restrictions, international monetary fluctuations and currency controls. Direct and indirect effects of the decline in value of the local currency have included high levels of domestic inflation, reductions in employment, high interest rates, unavailability of traditional sources of financing, and an overall contraction in production and income levels. These conditions have affected and may continue to affect the operating environment in a particular country, as well as the cost and availability of financing for natural resources development efforts. The normal economic conditions in any country may sustain shocks that exacerbate adverse economic conditions and such shocks could originate from various sources, including social unrest, terrorism, Islamic fundamentalism, secessionist provinces, lack of government effectiveness due to political uncertainty, or policy initiatives adverse to foreign investment.
c)	Minority Shareholding Risks- The Company from time to time holds only a minority or similar non-controlling share holding interest in a partially owned subsidiary company which in turn owns and operates a particular project, property, business, and/or investment. In such cases the Company may exert no direct management control and have only very limited influence on decisions which may impact the performance of such partially owned subsidiary. This lack of direct management control could have a detrimental effect upon the value of the Company’s interests.
d)	JV Operator Risk- It is customary in the international oil and gas exploration and production business to share geological and engineering risks through partnerships with other oil companies through a Joint Venture ("JV") arrangement under a joint operating agreements. One member of the JV group, usually the one with the largest interest, is the designated "Operator" for the JV and conducts all management of operations on the property or project on behalf of the group. The Company's degree of influence and control over the Operator and the JV is directly proportional to the amount of participating interest held by the Company in proportion to that held by other interest holders. Annual budgets and major expenditures are authorized by the JV group members voting according to their respective percentage holding of the JV. In any case where the Company holds less than a voting control interest in the JV, the Company is at risk of being forced into contributing its shares of costs on activities it does not want to pursue or giving up some portion of its interest in the entire JV if it elects not to pay its share or fails to pay its share, as may be provided for under the terms of the joint operating agreement.
e)	JV Partner Risk- Any number of risks beyond the control of the Company could have a detrimental effect on the Company's JV partners, including the JV Operator and cause them to be unable to fund their own share of JV costs or meet their share of JV commitments. In such case there is a high degree of risk that the Company would not be able to take up and pay a failed partner's share of JV costs and the Company's own JV interest may thereby be detrimentally affected.
f)	Geological Risk- From time to time the Company participates in exploration for new oil and gas accumulations or it evaluates the availability of sufficient water, wind, or geothermal resources to justify a possible alternative energy development. Each of these activities involves a high degree of geological risk. There is no assurance that expenditures to be made by the Company in the search for such resources will result in any discoveries of sufficient resources of a quantity to justify or sustain a commercial development.
g)	Transport Risk- The marketability of any oil, gas, or electrical power which the Company may produce may be affected by numerous factors beyond the control of the Company. These factors may determine whether a new project is commercially viable at all, and include the proximity and capacity of existing pipelines, storage capacity, power transmission lines, and the locations of principal off-takers or markets.
h)	Operating Risks- Oil, gas, and electricity production operations involve risks normally incident to such heavy industrial activities, including fires, spills, equipment failure, accidents, and well blowouts. Any of these hazards could result in damage to, or destruction of, our facilities or properties. Such hazards could also injure persons or adversely affect the environment. Dealing with such damage could greatly increase the cost of operations and detrimentally effect our financial condition.

IncentiveBengara-II PSC Permitted to Expire- Pursuant to a news release dated 10/16/12 the Company announced that Kunlun Energy Ltd., acting in its capacity as operator of the Bengara-II Production Sharing Contract (“PSC”) and 70% majority shareholder of the Company's 18% owned subsidiary, Continental-GeoPetro (Bengara-II) Ltd., has terminated negotiations with Indonesian authorities for an extension of the PSC's term. Consequently the Bengara-II PSC shall be relinquished and allowed to expire in accordance with its terms.

COO Resignation- The Company's President/COO resigned effective 10/31/12 to pursue other business interests.

Reports Filed for Quarter Ended 9/30/12- On 11/26/12, we filed the required financial reports and other disclosure in compliance with regulations of our home jurisdiction and the British Columbia Securities for the quarter ended 9/30/12, the end of the first quarter and first three months of our Fiscal Year 2013. These reports were filed electronically on SEDAR and included management prepared but unaudited consolidated financial statements for the quarter plus a management discussion and analysis thereof.

Annual General Meeting of Shareholders- The Company held its AGM on 11/30/12 and all resolutions brought before the meeting were approved including the re-election of the Company’s four Directors and the re-appointment of the auditors for the ensuing year. In addition, an ordinary resolution to adopt the Company’s proposed amended and restated Stock Options ActivityOption Plan was approved.

New Indonesian Joint Bid Group Established–- On 9/16/09,2/4/13, the Company announced that it had entered into a joint bid arrangement with another local industry player to present bids for new Indonesian Production Sharing Contracts (“PSCs”) offered by Indonesian oil and gas authorities in 2013.

Reports Filed for Quarter Ended 12/31/12- On 3/4/13, we filed the required financial reports and other disclosure in compliance with regulations of our home jurisdiction and the British Columbia Securities for the quarter ended 12/31/12, the end of the second quarter and first six months of our Fiscal Year 2013. These reports were filed electronically on SEDAR and included management prepared but unaudited consolidated financial statements for the quarter plus a management discussion and analysis thereof.

TGE Shares Returned- On 5/7/12 the Company entered into an option agreement and acquired 300,000 shares of Tawau Green Energy Sdn. Bhd ("TGE") for 6,000,000 Malaysian Ringgit (“MYR”) (about US$1,965,600). TGE is a privately held company based in Malaysia and is in the business of developing geothermal energy. Under the terms of the agreement, the first MYR 3,000,000 must be paid by the 1st anniversary of the agreement, 5/7/13. The remaining MYR 3,000,000 of the investment was to be earned through the Company’s expenditures on a mutually agreed upon work program by the first anniversary of the agreement, or if not the Company must return an amount from its 300,000 TGE shares to the seller in proportion to the Company shortfall. By 5/7/13, the Company had invested a total of 1,000,000$114,769 in TGE. On 5/20/13 the Company returned all 300,000 of the TGE shares and wrote off its investment in TGE.

Acquisition of Majority Interest in Visionaire Energy- On 6/4/13, the Company acquired a 51% shareholding stake in VE. The acquisition was accomplished by an arms-length, non-cash, share-swap transaction with Visionaire Invest AS ("VI"), the sole shareholder of VE. The Company issued 20 million of its common shares, representing a stake of approximately 16.7% in the Company to VI, in exchange for 51% of the authorized and outstanding shares of VE. The principal assets of VE are its management and its shareholdings in two separate, privately owned, offshore oil and gas service providers both based in Bergen, Norway. VE owns a 49% shareholding equity interest in VTT Maritime AS and a 41% equity interest in RADA Engineering and Consulting AS.

Appointment of New Director- On 6/17/13, Johnny Christiansen was appointed to the Board of Directors. Mr. Christiansen is the Founder and CEO of Visionaire Invest AS, a Norwegian investment company which owns a 49% stake in Visionaire Energy AS, of which he is also Chairman.

CEO and CFO Appointed to Board of Visionaire Energy AS- On 6/19/13, the Company’s CEO, Richard L. McAdoo and its CFO, Robert V. Rudman both joined the Board of Directors of the Company's 51% owned subsidiary, Visionaire Energy AS.

New Share Issues– During the Fiscal Year ended June 30, 2013, the Company issued a total of 23,275,000 news common shares. In January 2013, a private placement was completed for 2,975,000 shares for total proceeds of $59,500. In June 2013, a share-swap with the Norwegian company of Visionaire Invest AS involving 20,000,000 Company shares was completed. Also in June 2013, a private placement was completed for 300,000 shares for total proceeds of $15,000.

Share Purchase Warrant Activity- During the 2013 Fiscal Year, a total of 3,125,000 warrants were issued in conjunction with two private placements and a total of 12,350,000 expired for a net decrease in total warrants of 9,225,000.

Incentive Stock Option Activity- On 12/31/12, a total of 8,340,000 stock options expired and on 1/04/13 at total of 7,800,000 new incentive stock options were granted havingfor a net decrease in total stock options of 540,000 for the 2013 Fiscal Year.

Convertible Promissory Note- On 9/10/11, the Company issued to the Encompass Fund (the “Holder”) a convertible note in the principal sum of $250,000 together with Interest at the annual rate of 10%, a conversion rate of $0.08 per share, and a maturity date of 9/16/12. In addition to the issuance of the note, the Company issued a total of 1,562,500 share purchase warrants to the Holder at the closing. The warrants had a fixed two year term and an exercise price of $0.15$0.12 per share. On 11/12/12, the Company and the Holder agreed to amend the note (1) to reflect a 3 yearnew annual interest rate of 18% to take effect from the issue date of 9/21/11, (2) to reduce the conversion rate from $0.08 to $0.05 per share, and (3) to extend

the maturity date to 3/15/13.On 5/14/13, the Company and the Holder further agreed (1) to amend the note by extending the maturity date to 9/16/13, (2) to extend the term expiring 9/16/12.of the warrants to 3/21/15, and (3) to reduce the exercise price of the warrants to $0.08.

MATERIAL EVENTS OCCURRING SINCE THE
LAST FISCAL YEAR END 6/30/1013 UNTIL THE REPORT DATE

2011 Bengara-II Block Budget Presented Reports Filed for Quarters Ended 9/30/13, 12/31/13, and 3/31/14-Pursuant to a press release made on 11/16/10 On 5/02/14 and 5/09/14 we filed the Company announced that its 18% owned subsidiary Continental-GeoPetro (Bengara-II) Ltd. ("CGB2") has proposed a 2011 Bengara-II Block exploration budget to Indonesian oilrequired interim quarterly financial reports and gas regulatorsother disclosure in compliance with regulations of our home jurisdiction and the total amount of US$ 89 Million. The total proposed by CGB2 included the drilling of two wells in 2011 including one appraisal well and one exploratory and/or additional appraisal well at a combined budget of US$ 53.8 Million. The total also included an amount of US$ 30.8 Million for 2D and 3D seismic acquisition, processing, and interpretation expenditures. Most of the 2011 seismic expenditure is a carry forward from the 2010 budget yearBritish Columbia Securities for the ongoing field acquisition survey originally begun in 2010. However,quarters ended 9/30/13, 12/31/13, and 3/31/14, the amount proposed for 2011 does include an increase in expected 2010 seismic acquisition costs to cover cost overruns expected as a resultfirst three quarters of delays to 2010 field acquisition ef forts caused by surface damage claim issues. The remainder of the proposed budget provides for technical studies intended to justify a plan of developmentour Fiscal 2014. These reports were filed electronically on SEDAR and for administrative expenses. The budget is subject to the revision of and the approval of Indonesian oil and gas regulator BPMIGAS.

2010 Audited Annual Financial Statements Filed- On 10/28/10 the Company filed its auditedincluded management prepared, but unaudited, interim, condensed, consolidated financial statements for the quarter plus a management discussion and analysis thereof.

Annual Financial Report Filed for Fiscal Year2013- On 4/23/14 we filed the required audited annual financial reports and other disclosure in compliance with regulations of our home jurisdiction and the British Columbia Securities for our Fiscal 2013 ended 6/30/10 with Canadian securities regulatory authorities13. These reports were filed electronically on SEDAR in accordance with Canadian securities requirements.

2010 AGM Set- On 10/08/10and included audited consolidated financial statements for the Company served notice of its Annual General Meeting to be held on 12/10/10. All holders of common shares as ofyear plus a management discussion and analysis thereof. This filing also included the record date, 11/05/10 shall be entitled to vote at the meeting.

2010 Annual Reserves Report Posted- On 11/04/10 the Company posted itsCompany's annual reserves report at fiscal year end 6/30/10 on SEDARfor Fiscal Year 2013 in the form referred to in item 3 of section 2.1 of Canadian National Instrument 51-101 “Standards of Disclosure for Oil and Gas Activities” (“NI 51-101”). The companion Form 51-101F2 “Report On Reserves Data By Independent Qualified Reserves Evaluator Or Auditor” to the Form 51-101F1 section of the NI 51-101 was filed concurrently and is nil because the Company is an exploration stage company and has no reserves to report on. The companion Form 51-101F3 “Report of Management and Directors on Oil And Gas Disclosure” was also filed concurrently. The full NI 51-101 report has been filed on SEDAR and is available for download at http://sedar.com/search/search_form_pc_en.htm.

Investment ActivityEstablishes Joint Venture in Malaysia- On 7/7/1011/12/13, the Company entered into a Share Sale50/50 joint bid arrangement with an established Malaysian partner to evaluate opportunities and Transfer Agreement to sell 100%present carefully selected bids for new oil and gas production sharing and risk service contracts offered in Malaysia by PETRONAS, the national oil company.

Reports Filed for Quarter Ended 3/31/13- On 12/2/13, we filed the required financial reports and other disclosure in compliance with regulations of our home jurisdiction and the British Columbia Securities for the quarter ended 3/31/13, the end of the shares inthird quarter and first nine months of our Fiscal Year 2013. These reports were filed electronically on SEDAR and included management prepared but unaudited consolidated financial statements for the quarter plus a management discussion and analysis thereof.

Results of Bengara-II Contract Bid Reported- On 12/23/13, the Company announced that its inactive subsidiary Continental Energy Pte. Ltd. (“CEPL”)Indonesian production sharing contract (PSC) bid group was one of seven unsuccessful bidders for the Bengara-II Block pursuant to Transafrica Management SARL (60%)a bid submitted to Indonesian oil and C&S Infrastructure LLC (40%gas regulator, MIGAS, on 2/14/13. The winning bid was submitted by PT Tansri Madjid Energi, an Indonesian coal mining company, and consisted of a firm work obligation of US$ 51,750,000 to be carried out during the first three PSC contract years plus a signature bonus of US$ 2,500,000. The winning work commitment includes the drilling of 5 exploratory wells, acquisition of 500 line kilometers of 2D seismic data, and acquisition of 200 square kilometers of 3D seismic data.

Norwegian Affiliate Awarded Major Contract- On 1/13/14, the Company announced that its affiliate, VTT Maritime AS ("VTT"), had been awarded a contract valued at US$ 10.3 million by the Norwegian Road Authority ("NorRoad") for considerationa portion of $71,500 which wasNorRoad's planned highway E39 improvement project. Under the contract, VTT will provide sea mapping, seismic surveying and measurement wire drilling at the site of a major subsea tunnel location.

Convertible Promissory Note- On 9/10/11, the Company issued to be paid on or before 7/31/10. On 7/31/10, the agreement was amendedEncompass Fund (the “Holder”) a convertible note in the principal sum of $250,000 together with Interest at the annual rate of 10%, a conversion rate of $0.08 per share, and a maturity date of September 16, 2012. In addition to extend the 7/31/10 payment deadline until 11/1/10.

Share Purchase Warrants Activity- No outstandingissuance of the note, the Company issued a total of 1,562,500 share purchase warrants were exercised. No new share purchaseto the Holder at the closing. The warrants were issued. No share purchase warrants expired. On 8/29/10 the Company amended the terms of certain outstanding incentive warrants to bring them into line with the current market conditions. A total of 10,000,000 warrants withhad a fixed two year term and an exercise price of $0.90$0.12 per shareshare. On 11/12/12 and an expiryon 5/14/13, the Company and the Holder agreed to amend the note. On 10/4/13, it was further agreed to amend the note by extending the maturity date of 8/29/10 were amended to have a new11/15/13 and on 12/12/13, the Company and the Holder agreed (1) to amend the note by extending the maturity date to 1/31/14, and (2) to reduce the exercise price of $0.20the warrants from $0.08 to $0.05. On 3/31/14, the Company and a new expirythe holder of the convertible promissory note reached an agreement to extend the maturity date of 8/29/12.the promissory note to 4/30/14 and extended the terms of the warrants to 12/31/15.

New Share Issues- During the period between the 6/30/13 Fiscal Year end and the Report Date, the Company issued a total of 800,000 new common shares. A private placement of 500,000 shares for total proceeds of $25,000 was completed on 7/25/13 and another of 300,000 shares for total proceeds of $15,000 on 10/21/13.

Share Purchase Warrant Activity- During the period between the 6/30/13 Fiscal Year end and the Report Date, the Company issued a total of 2,550,000 warrants. Of this total, 550,000 were issued in conjunction with two private placements and the other 2,000,000 warrants were issued to two financial consultants. During the period, 2,643,000 warrants expired during this period.

Incentive Stock OptionsOption Activity- No outstandingDuring the period between the 6/30/13 Fiscal Year end and the Report Date, no incentive stock options were exercised. No new incentive stock options were granted. No outstanding incentive stock options expired. On 9/29/10 thegranted, exercised, expired, or amended.

The Company amended the terms of certain outstanding stock optionsis an emerging international energy investment company established to bring them into line with the current market conditions. A total of 600,000 stock options having exercise prices of $0.07 per share and with an expiry date of 12/31/10 were amended to have a new expiry date of 12/31/11. A total of 350,000 stock options having exercise prices of $0.07 and with varying expiry dates were amended to have a new expiry date of 6/30/12. A total of 7,690,000 stock options having exercise prices of $0.07 and with varying expiry dates were amended to have a new expiry date of 12/31/12.

B.  BUSINESS OVERVIEW.

Our mission is to discover a "Company Maker" oil field containing over 100 Million barrels of reserves, an "Elephant"acquire participating interests in oil, industry parlance. We believe our chancesgas, and alternative energy projects, producers, and related services providers doing business outside of doing so are greatest in Indonesia.North America.

We are a small oil and gas exploration company focused entirely on making a major oil or gas discovery in Indonesia, one of the few places in the world, where large tracts of highly prospective acreage can be accumulated. Indonesia has a long and successful history of oil and gas exploration since 1890 and is the birthplace of Shell Oil. Many independent oil finders have hit it big there. Geological conditions are proven to be excellent for sizable petroleum accumulation. A strong and growing domestic demand for both crude oil and natural gas provides expanding and nearby markets for any production Continental establishes.

Oil is first found in the mind, and any resource exploration company relies almost entirely upon the talent and experience of its technical staff and management. Continental's Jakarta based management and technical staff have long experience in-country and solid relationships with both industry and government at all levels.

Oil exploration involves a high degree of technical and commercial risk and is characterized by a continuous need for fresh capital. Continental intends to participate in properties exhibiting a range of risk profiles to reduce its cost exposure and enhance the possibility of wildcat success.

C.  ORGANIZATIONAL STRUCTURE.

The Company conducts and manages substantially all of its business activities through the use of wholly-owned corporate subsidiaries, partially owned joint venture corporations, and joint ventures. The Company itself functions as a holding company centralizing management and administrative activities while specific project and property ownership and management are held and vested in the subsidiary, joint venture company, or joint venture.

D.  PMalaysia Joint Study and Bid GroupROPERTY–,PLANT,AND EQUIPMENT.On 11/12/13, the Company entered into a 50/50 joint bid arrangement with an established Malaysian partner to evaluate opportunities and present carefully selected bids for new oil and gas production sharing and risk service contracts offered in Malaysia by PETRONAS, the national oil company.

a.  OIL AND GAS RESERVES.

Oil and gas operations are material to our business operations. As at the Report Date, all of our oil and gas properties are considered unproved and we have not established substantive proved reserves that are material to our operations or financial position in accordance with SEC reserve guidance set out in Industry Guide 2 - Disclosure of Oil and Gas Operations. We have not filed reports claiming oil or gas reserves to any other federal authority or agency since the beginning of the last fiscal year.Fiscal Year.

b.  OIL AND GAS PRODUCTION.

As at the Report Date, we have not established oil or gas production from any of our properties.

c.  DRILLING ACTIVITY.

The following table sets out the number of wells we participated in during each of our three most recently completed fiscal years.Fiscal Years.

Location of Company’s Oil & Gas Properties- As of the Report Date the Company owns one oil and gas property by virtue of its 18% shares holding interest in Continental-GeoPetro (Bengara-II) Ltd. The area covered by the Bengara -IIBengara-II PSC property (the "Bengara-II Block") is located mostly onshore and partially offshore in the Indonesian province of East Kalimantan on the east coast of the island of Borneo. The Block lies in the southern portion of the prolific hydrocarbon producing Tarakan Basin which has produced oil and gas since 1906. The regional capital city of Tanjung Selor lies in the center of the Block. Frequent commercial airline flights connect Jakarta through Balikpapan to the island of Tarakan and hourly water taxi rides connect Tarakan to Tanjung Selor.

The Bengara-II Production Sharing Contract (“PSC”)- On 12/04/97 Continental-GeoPetro (Bengara-II) Ltd. (“CGB2”("CGB2") entered into a Production Sharing Contract (“PSC”) for the Bengara-II PSC contract area with the Minister of Mines and Energy of the Republic of Indonesia. CGB2 iswas the sole owner of 100% of the rights to the Bengara-II PSC. Management of operating activities in the Bengara-II contract area pursuant to the PSC is vested in CGB2 as the Bengara-II PSC "Operator". At the Report Date, the Company owns 9,000 shares of CGB2 representing a minority 18% stake in CGB2. GeoPetro Resources Company owns 12%. Kunlun Energy Company Ltd. ("Kunlun") owns 70% and controls management of CGB2 and the Bengara-II PSC.

PSC Leaseholds- The Production Sharing Contract or "PSC" isAt the formend of leasehold by whichFiscal 2012 the government of Indonesian grantsCompany owned one oil and gas concession rights. In returnproperty by virtue of its 18% shares holding interest in CGB2. Subsequent to Fiscal 2012 year end, the Company announced on 10/16/12 that negotiations with the Indonesian government for a commitment to conduct an exploration work program of agree minimum expenditures for a specified seismic acquisition and exploratory drilling "Work Program", a PSC Contractor will receive exclusive rights to explore for and exploit and produce any petroleum found within his PSC contract area for a term of 30 years consisting of an 10-year exploration period followed by a 20-year production period. The signature featureextension of the Bengara-II PSC's term were terminated by CGB2 and consequently the Bengara-II PSC contract is the concepthas been relinquished and provision for "Cost Recovery". Cost Recovery provisions permit any Contractor making a commercial discovery of petroleum within his PSC contract areaallowed to fully recover ALL of his prior expenditures within the PSC contract area out of first revenue from oil and gas production prior to sharing any remaining revenueexpire in accordance with the government. With some mi nor variations, any PSC provides for the Contractor to take up to 80% of the revenues from all petroleum sales to reimburse 100% of its sunk historical costs with current period production operating costs as non-taxable Cost Recovery. Any revenues from any production period remaining after all Cost Recovery are "split" and shared usually, but not always, in the proportions 26.7857% to the Contractor and 73.2143% to the government in the case of crude oil and 62.50% to the Contractor and 37.50% to the government in the case of natural gas. Only after all prior and costs are recovered through Cost Recovery, the Contractor's production share of oil and gas is subject to a corporate income tax of 44%.term.

New Acquisitions and Dispositions- During Fiscal 2010 the Company made no new acquisitions or dispositions of oil and gas properties.

e.  OIL AND GAS COSTS.

The following table summarizes the costs incurred in oil and gas property acquisition, exploration, development, and related joint venture activities for our Company for our three most recently completed fiscal years.Fiscal Years.

ITEM5.-5 : OPERATING ANDFINANCIALREVIEW ANDPROSPECTS

A.  OPERATING RESULTS.

The following discussion of the Company's financial results includes those for the most recently completed last three fiscal yearsFiscal Years ended 6/30/10,13, 6/30/09,12, and 6/30/08. Comparisons to11. Also included below is a discussion of the Company's financial results for the first 6 months of our Fiscal Year 2014 as at 12/31/2013. As used below, the phrase "the same period last year" referrefers to financial results for the same fiscal period ended the previous fiscal year and may be read together with the audited, consolidated financial statements for the previous fiscal year ended 6/30/09.

Overview- The Company is an oil and gas exploration company engaged in the assembly of a portfolio of oil and gas exploration properties with high potential resource prospects. The Company is focusing its efforts in Indonesia where large tracts of acreage can be accumulated, there is a long and positive history of oil exploration success, and geological conditions are favorable for hydrocarbon accumulation. Continental is an exploration stage company and none of its oil and gas properties currently generate revenue.Fiscal Year.

FINANCIAL RESULTS FOR THE FIRST NINE MONTHS OF FISCAL YEAR 2010,2014, ENDED 3/31/14

The nine month period ended 3/31/14 corresponds to the third quarter of the Company's Fiscal Year ending 6/30/14.The information for the nine month period was derived from management prepared, unaudited, condensed, interim, consolidated financial statements filed herewith. All amounts disclosed are in United States dollars unless otherwise stated.

Investments during the Nine Months of Fiscal 2014 ended on 3/31/14- During the nine month period ended 3/31/14, the Company received $nil from investing activities.

Finance during the Nine Months of Fiscal 2014 ended on 3/31/14- During the nine month period ended 3/31/14, the Company generated $783,439 from financing activities which included proceeds from private placements and loans.

Income during the Nine Months of Fiscal 2014 ending on 3/31/14- Overall, the Company incurred a loss from operations during the nine month period ended 3/31/14 of $849,555 and a loss per share of $0.01.

Expenses during the Nine Months of Fiscal 2014 ending on 3/31/14- Total equity loss during the nine months ended 3/31/14 was $382,258 compared to $nil for the same period ended 3/31/13. The increase in loss is primarily due to the Company equity accounting for the losses of its affiliates. The Company made the investment in the affiliates during the quarter ended 6/30/13. During the nine months ended 3/31/14, financing fees were $nil compared to $154,352 during the same nine month period ended 3/31/13. The Company incurred share-based payment expense of $20,877 during the nine month period ended 3/31/14 representing the calculated fair value of the share purchase warrants granted to the Company’s consultants, compared to $152,880 for the same nine month period ended 3/31/13.

FINANCIAL RESULTS FOR THE COMPANY’S FISCAL YEAR 2013, ENDED 6/30/1013

All balances referred to in the following discussion are in US$ currency unless otherwise indicated.

Investments During Fiscal Year 2013 Ended on 6/30/13- On 6/4/13, the Company acquired a 51% shareholding stake in Visionaire Energy AS (“VE"), a privately held Norwegian company. The acquisition was accomplished by an arms-length, non-cash, share-swap transaction with VE's sole shareholder Visionaire Invest AS ("VI"). The Company issued 20 million of its common shares to VI, representing a stake of 16.7% in the Company, in exchange for 51% of the authorized and outstanding shares of Visionaire. The principal assets of Visionaire are its management and its shareholdings in two separate, privately owned, offshore oil and gas service providers both based in Bergen, Norway. Visionaire owns a 49% equity interest in VTT Maritime AS and a 41% equity interest in RADA Engineering and Consulting AS.

Finance During Fiscal Year 2013 Ended on 6/30/13- During the Fiscal Year ended 6/30/13, the Company received $44,500 from the proceeds of two private placements. In the prior year ended 6/30/12, $1,000,000 was received as proceeds of a private placement and a promissory note.

Income During Fiscal Year 2013 Ended on 6/30/13- Overall, the Company had a loss from operations during the Fiscal Year ended 6/30/13 of $700,115 compared to $1,846,559 in the prior year ended 6/30/12. The Company had a loss per share of $0.01 in 2013 compared to a loss per share of $0.02 in 2012.

Expenses During Fiscal Year 2013 Ended on 6/30/13- General and administrative expenses decreased by $854,718 from $1,501,366 to $646,648 for the Fiscal Years ended 6/30/12 and 6/30/13 respectively. The decrease is primarily attributable to the lower share-based payments expense of $52,250 compared to $692,182 in Fiscal 2012 and financing fee of $nil compared to $160,994, as a result of the differences in the Company’s estimates for such items in the two years. The Company’s investor relations costs were also higher in Fiscal 2012 due to the Company’s promotional activities at the time. The investor relations costs were $41,915 in Fiscal 2012 and only $2,180 in Fiscal 2013. As a result of the Company’s convertible promissory note being accreted almost to its face value, the accretion expense was also lower in Fiscal 2013 at $14,730 compared to $47,380 in Fiscal 2012. The decrease in costs related to the above items was offset by an increase in interest charges during Fiscal 2013 of $33,596. The terms of the Company’s convertible promissory note were modified in Fiscal 2013 to accrue interest at 18% retroactively from the 9/10/11 date of the issuance of such convertible promissory note, resulting in the higher interest charge during the year ended 6/30/13.

FINANCIAL RESULTS FOR THE COMPANY’S FISCAL YEAR 2012, ENDED ON 6/30/12

All balances referred to in the following discussion are in US$ currency unless otherwise indicated.

Investments During Fiscal Year 2012 Ended on 6/30/1012- TheDuring the Fiscal Year ended 6/30/12, the Company’s oil and gas property expenditures continue to be at a maintenance level until management decides to commence further exploration and development of its Indonesian properties. On 5/7/12, the Company acquired 300,000 shares of Tawau Green Energy Sdn. Bhd. (“TGE”) for the sum of 6,000,000 Malaysian Ringgit (“MYR”) ($1,965,600). TGE is a privately held company based in Kota Kinabalu, Sabah, Malaysia and is in the business of developing geothermal energy at the Apas Kiri project site. The 300,000 shares represent the Company’s 10% interest in TGE. Under the terms of the agreement, the Company shall pay MYR 3,000,000 in the form of 12 monthly payments of MYR 250,000 each before 5/6/13. The remaining MYR 3,000,000 of the investment will be earned through the Company’s expenditures on a mutually agreed upon work program conducted at Apas Kiri site prior to 5/6/13. In the event that the Company elects not to complete the transaction during the prescribed 12-month period, then the Company shall be obliged to return that proportion of the 300,000 shares unpaid-for at 5/6/13. Transaction costs amounted to MYR 19,969 ($6,500), resulting in a total cost of investment in TGE of $1,972,100.

Finance During Fiscal Year 2012 Ended on 6/30/12- During the Fiscal Year ended 6/30/12, the Company received $1,000,000 from the proceeds of a private placement and convertible promissory note. These receipts were offset by the payments on the Company’s promissory notes with interest of $110,830. In the prior year the Company incurred property acquisition costs related to the Tungkal acquisition and the South Bengara-II acquisition amounting to $1,313,123 and costs relating to its investment in Continental Biofuels amounting to $122,028.

Finance during Fiscal Year Ended 6/30/10- During the year ended 6/30/10, a total11, $30,000 was received as proceeds of 2,643,000 new shares were issued pursuant to private placements for net proceeds to the Company of $185,010. On 6/30/10, the Company had options outstanding granted to directors, officers and consultants to purchase an aggregate of 10,750,000 shares at a price of $0.07 and expiring at varying dates between December 31, 2010 and December 31, 2011. On 6/30/10, the Company had warrants outstanding to purchase an aggregate of 17,968,000 shares at prices rangingpromissory notes from $0.07 to $0.90 and expiring at varying dates between August 29, 2010 and February 26, 2013.related parties.

Income duringDuring Fiscal Year 2012 Ended on 6/30/1012- Overall, the Company had a loss from operations during the year ended 6/30/1012 of $1,275,386$ 1,846,559 compared to $3,128,587$1,893,765 in the year ended 6/30/09.11. The Company had a loss per share of $0.02 in 20102012 compared to a loss per share of $0.05$0.03 in 2009. During the period, the Company generated $5 in interest income compared with $12,717 in the prior period. The decrease is due to lower cash balances on hand during the current period. In the prior period, the Company wrote off its property acquisition costs related to the Tungkal acquisition and the South Bengara-II acquisition amounting to $1,313,123 and its investment in Continental Biofuels amounting to $122,029. The Company did not have any similar write offs during the year ended 6/30/10.2011.

Expenses duringDuring Fiscal Year 2012 Ended on 6/30/1012- General and administrative expenses decreased by $442,092$ 391,178 from $1,716,014$1,892,544 to $1,273,922$ 1,501,366 for the yearsFiscal Years ended 6/30/0911 and 20106/30/12, respectively. The significant changes to general and administrative expenses are as follows. Management salaries and wagesfollows: Most significantly, non-cash financing fees decreased $421,180 from $791,070$1,115,458 to $369,890$ 160,994 as the Company did not haveterms of fewer outstanding share purchase warrants were modified resulting in a CFO in place for the first 3 months of the year as well as all other management taking a reduction in pay effective April 1, 2009. Office expenses decreased $38,179 from $135,571 to $97,392 as the former CFO’s Dallas office was closedlower incremental fair value charge during the prior year. Travel and accommodation decreased by $63,167 from $106,283 to $43,116 as the Company was not working on any acquisition deals during the period that required extensive travel. The Company recorded stock-based compensation expense, relating to management and consulting contracts, of $183,960 for the year ended 6/30/10 compared12. Management fees decreased from $282,724 to $376,127$172,184 as a result of the termination of an employment contract and the temporary suspension of the salary of an officer in the prior year. Office expenses decreased from $85,305 to $39,644 as a result of the sale of the Company’s inactive subsidiary, CEPL in the prior year and the wind up of the operations of the CGX joint venture. The decreases in the above costs were offset by an increase in share-based payments expense which increased from $140,953 to $ 692,182 as a result of additional option grants in the current year. Accretion expense increased from $nil to $47,380 as a result of accretion of the discounted liability balance of the convertible note issued by the Company during the year ended 6/30/0912. Travel and accommodation expense increased from $18,942 to $53,724 as a result of increased corporate travel related to securing a private placement as well as travel during negotiations for a decrease of $192,167. The current period expense relates to options and warrants granted to Robert Rudman, the Company’s new CFO, the Company’s President and COO, Andrew Erikkson, the Company’s Geophysicist, Robert Paul, Agoracom Investor Relations Corp. (“Agoracom”), Aspen Capital Partners LLC (“Aspen”)TGE investment and the incremental increase in fair value from the options that were amended during the period.CBM Asia joint venture. Investor relations fees increased from $3,724 to $39,070. This is due to the Company commencing more investor relations activities with the engagement of Agoracom. Consulting fees increased from $9,750 to $92,500 as the result of an agreement that was signed with Aspen in September. Financing feescosts increased from $nil to $109,229$41,915 as thea result of increased promotion of the revaluation of several warrant grantsCompany during the period. All other expense groups do not significantly differ from the prior period.

Expenses During Fiscal Year 2011 Ended on 6/30/0911- General and administrative expenses decreasedincreased by $1,372,649$632,965 from $3,088,663$1,273,922 to $1,716,014$1,906,887 for the yearsFiscal Years ended 6/30/0810 and 6/30/0911 respectively. The significant changes to general and administrative expenses are as follows. The Company recorded stock-based compensation expense, relatingfollows: Most significantly, non-cash financing fees increased from $79,008 to management and consulting contracts, of $376,127 for the year ended 6/30/09 compared to $1,167,688 in the year ended 6/30/08 for a decrease of $791,561. Office expenses decreased $143,977 from $279,548 to $135,571$1,115,458 as the Dallas office was closedresult of the revaluation of 10,000,000 warrants during the year and less data software was purchased.year. The majority of the other expenditure items in this category decreased from 2011 to 2010; including consulting fees that decreased $10,000 from $92,500 to $82,500 as a result of the termination of the agreement with Aspen Capital Partners during the current year. Cash financing fees decreased from $14,800 to $nil as there were no private placements completed during the current year. Investor relations costs decreased by $124,571 from $128,295$39,070 to $3,724. In$nil as a result of the termination of two agreements during the previous Fiscal Year. Management fees, salaries and wages decreased $87,166 from $369,890 to $282,724 as a result of the termination of an employment contract during the prior year, two investor relations contractsyear. Professional fees decreased $66,567 from $161,010 to $94,443 as a result of lower legal fees during the current year. Rent, office maintenance and advertising contracts were signed, and additional conferences were attended by Company’s management. All other expense groups do not significantly differutilities decreased $20,595 from the prior period.

FINANCIAL RESULTS FOR THE COMPANY’S FISCAL YEAR 2008, ENDED 6/30/08

All balances referred$51,447 to $30,852 as a result of reduced corporate activity in the following discussion are in US$ currency unless otherwise indicated.

Investments Duringcurrent Fiscal Year Ended 6/30/08- DuringYear. Stock based compensation decreased $138,813 from $279,766 to $140,953 as the year ended 6/30/08, the Company invested $100,000 for a 40% stake in a company named Continental Biofuels Corporation in order to pursue biodiesel projects in Indonesia. The Company also spent $32,760 on exploration expenditures relating to its Indonesian properties and $61,761 on equipment purchases mainly relating to computer and computer software. During the year ended 6/30/07, the Company invested $259,886 in its Indonesian oil & gas properties and recovered $146,500 from its farm out partner, GeoPetro. The prior year amount includes the proceeds from the sale of CGB2 shares in the amount of $21,000 as well as equipment purchases of $55,574 and the write-off of costs related to CGB2 of $8,858.

Finance During Fiscal Year Ended 6/30/08- During the year ended 6/30/08, the Company issued 5,265,000 shares for gross proceeds to the Company of $3,309,750. There were no Stock Options or Warrants exercisedonly stock option activity during the current year ended 6/30/08. Duringwas the year ended 6/30/07 there were 3,330,000 Stock Optionsrevaluation of previously granted stock options. Travel and 2,823,334 Warrants exercised, and 111,111 shares issued for services generating proceedsaccommodation expenditures decreased $24,174 from $43,116 to the company of $1,136,333. On 6/30/08, the Company had options outstanding granted to Directors, Officers and consultants to purchase an aggregate of 11,250,000 shares at prices ranging from $0.15 to $0.65 and expiring at varying dates between 4/30/09 and 5/25/11. On 6/30/08, the Company had warrants outstanding to purchase an aggregate of 13,990,000 shares at prices ranging from $0.15 to $1.00 and expiring at varying dates between 7/23/09 and 8/29/10.

Income During Fiscal Year Ended 6/30/08- Overall, the Company had a loss from operations during the year ended 6/30/08 of $3,116,762 compared to a loss of $2,603,000 during the year ended 6/30/07. The Company had a loss per share (basic and diluted) of $0.05 in 2008 compared to a loss per share of $0.04 in 2007. During the year ended 6/30/08, the Company generated $105,274 in interest income compared with $81,995 during the year ended 6/30/07. The Company’s portion of the loss sustained in Continental Biofuels since inception to 6/30/08 was $82,184. The Company wrote down the investment in Continental Biofuels at 6/30/08 as the company was dissolved subsequent to the year-end. During the year ended 6/30/08, the Company also wrote down resource property costs in the amount of $32,760 compared to $113,386 during the year ended 6/30/07.$18,942.

The table below reflects our “Short Term” (at least one year), “Mid Term” (two to three years) and “Long Term” (over three years) debt and fixed contractual obligations for the upcoming five fiscal years:Fiscal Years:

• Experience and Principal Business Activities of the Directors- A brief description of the qualifications, experience, and principal business activities of each Director referenced in the preceding table follows:

  1.

  Executive Director- Richard L. McAdooholds a Bachelors degree in Geology and Masters degree in Geophysics from Texas Tech University; and a Masters degree in Business Administration from Boston University. He is registered as a Certified Petroleum Geologist by the American Association of Petroleum Geologists. Actively involved in the international oil exploration and production business for the last 30 years, Mr. McAdoo has held a variety of technical and management positions in exploration and production for Mobil Oil Company, Phillips Petroleum Company, Jackson Exploration, Inc., Triton Energy Corporation, Tracer Petroleum Company, and others in many regions including the North Sea, Middle East, Africa, South America, FSU and Asia. Mr. McAdoo is Chairman and CEO of the Company. Executive Director - Robert V. Rudmanis a Canadian Chartered Accountant, a former auditor with the firm of Price Waterhouse Coopers and a proven professional with more than thirty years of hands-on experience in the management and analysis of companies. As a senior member of Canadian and U.S. financial advisory firms, Mr. Rudman has been instrumental in arranging a wide range of debt and equity financings, in structuring a number of mergers and acquisitions, in developing strategic and operational business plans, and in the preparation and filing of all required regulatory reports. Mr. Rudman’s scope of experience includes both domestic and international transactions. His focus has been on the challenges facing early stage public companies. As an officer and Director of an emerging high technology public company for a period of twelve years, Mr. Rudman served as its CFO, CEO, and later as the Chairman of the Board. Non-Executive Director - David T.W. Yuis a resident of Hong Kong, and is an independent financial professional with thirty years of experience in the securities, commodities, bullion, and foreign exchange trading business in Hong Kong. He has been employed by Rothschild & Sons, Shearson American Express, and Citibank. Recently Mr. Yu has led negotiations that led to long term intergovernmental oil supply agreements between the Chinese government and oil producing nations in Africa in exchange for Chinese government backed investment in economic development, trade and infrastructure projects. He is currently working on similar deals in South America and in Indonesia. Non-Executive Director - Phillip B. Garrisonis a resident of Dubai, United Arab Emirates. He is a graduate of the University of Oklahoma and holds an MBA from Southern Methodist University. He is a CPA registered in Texas. He is a past President of the American Business Council in Dubai and is a trustee of the American School of Dubai. He began his career in 1975 in the Oklahoma City office of the public accounting firm of Arthur Young and Company (now Ernst & Young) before eventually becoming the Director of Tax in its Hong Kong office. In 1987 he joined Caltex (a Chevron-Texaco joint venture company) in its Irving, Texas office before being posted to Caltex’s Dubai office in 1994.After serving in various regional positions he was appointed Managing Director - Gulf Region responsible for all aspects of Caltex downstream and marketing activities in the Middle East. In 2001 he founded Downstream Developments Inc. in Dubai and consults on and develops ventures for transportation and logistics, oil and gas infrastructure projects, and petroleum product marketing. Recently he has worked with the Falcon Group of Dubai, a FEDEX subcontractor in the Middle East and North Africa, as its Managing Director - Ground, where he ran operations for land express cargo and logistics services. He is presently working with Specialist Group Dubai as its executive officer in charge of operations for its British Military contracts providing logistics, bulk fuels transportation, and waste management services in Iraq and other parts of the Middle East region. Non-Executive Director – Johnny Christiansenis a resident of Norway. He is the Founder and CEO of Visionaire Invest AS, an investment company which owns 49% of Visionaire Energy AS. The Company owns the other 51% interest in Visionaire Energy AS. Mr. Christiansen is the CEO of Visionaire Energy AS. After graduating as an engineer, he spent nine years as an officer in the Norwegian Navy before entering the business community. He has held various executive positions with international firms including Kongsberg Maritime AS and also Getech AS, a seismic technology innovator now a division of Western-GECO-Schlumberger. Mr. Christiansen has been instrumental in several new business start-ups including Lapback AS, General Storage & Technology AS, and MaritimTønsberg AS. He has been involved in a diverse range of products and technologies ranging from automotive applications, data storage systems, surveillance technologies, navigation systems, nanotechnology, micro pumps, and intelligent textiles. Mr. Christiansen has extensive business experience, qualifications and personal relationships in the Norwegian offshore and maritime industry. He plays a key managerial role in Visionaire Energy AS and is subsidiaries. OFFICERS- Richard L. McAdooholds a Bachelors degree in Geology and Masters degree in Geophysics from Texas Tech University; and a Masters degree in Business Administration from Boston University. He is registered as a Certified Petroleum Geologist by the American Association of Petroleum Geologists. Actively involved in the international oil exploration and production business for the last 30 years, Mr. McAdoo has held a variety of technical and management positions in exploration and production for Mobil Oil Company, Phillips Petroleum Company, Jackson Exploration, Inc., Triton Energy Corporation, Tracer Petroleum Company, and others in many regions including the North Sea, Middle East, Africa, South America, FSU and Asia. Mr. McAdoo is Chairman and CEO of the Company.

  Continental Energy Corp.	2010 Annual Report on Form 20F	Page 17 of 33

  
  

• Officers at the Report Date- The names and other information concerning the incumbent Officers of the Company at the Report Date are shown in the following table.

Notes to table:

• Richard L. McAdoo is the Company’s Chairman and Chief Executive Officer or CEO.See other details in the preceding section concerning Directors experience.

• Robert V. Rudman is the Company’s Chief Financial Officer or CFO.See other details in the preceding section concerning Directors experience.

The Company’s executive compensation program is designed to attract, motivate and retain high performing senior executives, encourage and reward superior performance and align the executives’ interests with those of the Company’s shareholders. Individual compensation may be based on individual experience and performance or other criteria deemed important by the Compensation Committee. In order to meet the Company’s objectives, executive compensation is guided by:

• by three principles: 1) providing executives with an equity-based incentive plan, namely a stock option plan;

• 2) aligning employee compensation with Company corporate objectives; and

• 3) attracting and retaining highly qualified individuals in key positions.

The Compensation Committee -The Company’s Board of Directors has delegated compensation matters to its Compensation Committee which from time to time reviews and recommends executive compensation to the Board of Directors for its approval. The Compensation Committee uses discretion and judgment when determining compensation levels as they apply to a specific executive.

Compensation Elements -An executive compensation policy has been established to acknowledge and reward the contributions of the executive Officers to the Company’s success and to ensure competitive compensation, in order that the Company may benefit from the expertise required to pursue its objectives. The Company’s executive compensation policy is comprised of both fixed and variable components. The variable components include equity and non-equity incentive plans. Each compensation component has a different function, but all elements are intended to work in concert to maximize Company and individual performance by establishing specific, competitive operational and financial goals and by providing financial incentives to employees based on their level of attainment of these goals. The Company’s current executive compensation program is comprised of the following four basic components:

The 2012 Plan permits the award of up to a numbermaximum of 25,000,000 options that varies in accordance withto the contribution of the Officers and their responsibilitiesParticipants and limits the amounts of options which can be granted to a single person to 5%7.5% of the Company’s issued and outstanding shares and 10%15% of same to all related persons (Directors, Officers, and insiders) as a group. We established the Company’s Stock Option Plan in order to attract and retain Directors, executive Officers and employees, who will be motivated to work towards ensuring the success of the Company. The Stock Option Plan was adopted by vote of the Shareholders at the Company’s annual general meeting on 12/12/08 and remains in full force and effect at present.

The Board of Directors has full and complete authority to interpret the Company’s Stock Option Plan, to establish applicable rules and regulations applying to it and to make all other determinations it deems necessary or useful for the administration of the Stock Option Plan, provided that such interpretations, rules, regulations and determinations are consistent with the express provisions of the Stock Option Plan; rules of all stock exchanges and quotation systems on which the Company’s securities are then traded; and with all applicable securities legislation.

Individuals eligible to participate under the Stock Option Plan will be determined by either the Board of Directors or the Compensation Committee. Options granted under the Stock Option Plan may be exercised at any time within a maximum period fixed at the date of their grant but not more than 5 years (the ‘‘Outside Expiry Date’’). The Board of Directors or the Compensation Committee, as the case may be, designates, at its discretion, the individuals to whom stock options are granted under the Stock Option Plan and determines the number of Common Shares covered by each of such options, the grant date, the exercise price of each option, the expiry date, the vesting schedule and any other matter relating thereto, in each case in accordance with the applicable rules and regulations of the regulatory authorities. To encourage retention and focus management on developing and successfully implementing the continuing growth strategy of the Compan y,Company, stock options generally vest immediately but may vest over a specified period of months. The Board of Directors or the Compensation Committee, as the case may be, takes into account previous grants of options when considering new grants. The price at which the common shares may be purchased may not be lower than the closing price of the Common Shares on the OTC-BB on the last five trading days preceding the date of grant of the option.

• Pension Plan Benefits -The Company does not currently have any formal pension plans that oblige the Company to make payments or provide benefits at, following, or in connection with retirement of its Directors, Officers, or employees.

• Share-Based Awards -The Company does not currently have any formal short or long term share-based award plans that oblige the Company to make any direct grants and issues of Company securities to its Directors, Officers, or employees as compensation.

Compensation on Termination -There are no Company policies providing for, and no provisions in the Company’s employment agreements with its Officers or employees for, incremental payments to be made to them by the Company in the event of termination of their employment “Without Cause”.

Compensation on Change of Control of Company -There are no Company policies providing for, and no provisions in the Company’s employment agreements with its Officers or employees for incremental payments to be made to them by the Company in the event of termination of their employment on the event of any “Change of Control” of the Company.

Compensation of Directors- The-The Company has no standard arrangement pursuant to which Directors are compensated by the Company for their services solely in their capacity as Directors except for the granting from time to time of incentive stock options in accordance with the Company’s Stock Option Plan and except for compensation paid to Directors who are also executive Officers. No cash compensation was paid to any Director of the Company for the Director’s services as a Director during the most recently completed financial year, other than the reimbursement of out-of-pocket expenses.

COMPENSATION OFOFFICERS ANDDIRECTORS INFISCAL2010Compensation of Officers and Directors- During the most recently completed financial year of the Company, the Company compensated its Directors and Officers as set forth in the following table. The Company reports its financial statements in US dollars and therefore all amounts therein are reported in US dollars.

Election of Directors- The Directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting. In the event or resignation of a sitting Director, the Board of Directors may act to appoint a replacement Director who shall serve until the next general meeting. The Company is currently authorized to have up to fourfive Directors. Our last annual general meeting was held on 12/11/30/09,12, at which then retiring incumbent Directors McAdoo, Garrison, Yu and YuRudman were each re-elected and Director Rudman was newly elected. Our next annual general meeting is scheduled for 12/10/10.re-elected. Each of our Directors holds office until the next annual general meeting of the Company, unless his office is earlier vacated under any of the relevant provisions of our articles or the Business Corporations Act (British Columbia).

Audit Committee- The Board of Directors has created an "Audit Committee" and duly appointed Executive Director Robert V. Rudman and non-executive Directors Garrison and Yu to serve on the Audit Committee. Non-Executive Director Garrison is a CPA. The Audit Committee is charged with the responsibility of coordinating, reviewing and working with the Company’s auditors with respect to the annual fiscal year-endFiscal Year end audit. The Company’s CFO serves as the Audit Committee’s chairman. As at the Report Date the Compensation Committee does not consist of the entire Board of Directors.

Additional Audit Committee Disclosure- National Instrument 52-110 of the Canadian Securities Administrators (“NI 52-110”) requires the Company, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth in the following.

• Composition of the Audit Committee -The Company’s audit committee during the most recently completed financial year consisted of three directors: Robert V. Rudman, Philip B. Garrison, and David W.T. Yu. As defined in NI 52-110, Philip B. Garrison, and David W.T. Yu. are both “independent”. Robert V. Rudman is CFO of the Company and areis therefore not independent. Also as defined in NI 52-110, all of the audit committee members are “financially literate”.

• Relevant Education and Experience -Details of the relevant education and experience of each audit committee member is disclosed above under Item 6 – Directors and Officers.

• Audit Committee Charter- The Company has adopted a Charter of the Audit Committee of the Board of Directors, which is attached as Exhibit 99.1” to this Form 20-F.Form-20F.

• Audit Committee Oversight- During the most recently completed financial year, the Company’s Board of Directors has not failed to adopt a recommendation of the audit committee to nominate or compensate an external auditor.

• Reliance on Certain Exemptions -During the most recently completed financial year, the Company has not relied on the exemptions contained in Part 2, Section 2.4 or under part 8 of NI 52-110. Section52-110.Section 2.4 provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal yearFiscal Year in which the non-audit services were provided. Part 7,Part7, Section 7.1 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

• Pre-Approval Policies and Procedures- The audit committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Company’s Board of Directors, and where applicable the audit committee, on a case-by-case basis.

  Continental Energy Corp.	2010 Annual Report on Form 20F	Page 21 of 33

The table below lists, as at the Report Date, the number of voting securities owned directly or indirectly by all Directors and Officers. The common share voting rights of our Directors and Officers do not differ from those of any other shareholders. The amounts of common shares shown do not include those common shares that a Director or Officer may yet acquire upon exercise of any outstanding options or warrants.

Issued and Outstanding Share Capital- At the Company’s most recently completed Fiscal 20102013 year end on 6/30/1013 the total number of common shares issued and outstanding was 72,390,381.122,815,381. As of the Report Date the total number of common shares issued and outstanding was 72,390,381.123,615,381. Zero preferred shares were issued at Fiscal 2010 year-end2013 year end and none are issued as of the Report Date. The authorized and issued share capital of the Company is summarized in the table below.

Registered and Unregistered Shareholders -We estimate that the exceptiontotal number of Macquarie Bank Ltd. who purchased its shares through a private placementRegistered and Unregistered Shareholders of equity in the Company during Fiscal 2008 there have been no significant changes in Major Shareholders and no significant changes in the number of shares held by each Major Shareholder during the last three Fiscal Years.

Other Shareholders -Basedto total about 990, based on the following assumptions we estimate that the number of other shareholders of the Company, the amounts of shares each holds, and the geographic distribution of their residence as follows:assumptions:

• Registered Shareholders- The Company knows the names, residences, and respective numbers of shares held by only those holders who possess a paper certificate on file with our registrar and transfer agent (collectively our “Registered Shareholders”). Each year our transfer agent furnishes us a list of Registered Shareholders entitled to vote at our annual general meeting and we use this list to mail proxy and meeting information. The information about shareholder shown inAs at the following table is at 11/5/10 “Record Date”4/17/24 record date for the Company’s Fiscal 2010our annual general meeting.meeting we have 189 registered shareholders holding about 51% of our outstanding common shares.

• Unregistered Shareholders- The Company has researched to the best of its ability, the “Unregistered Shareholders”. The shares of our Unregistered Shareholders are commonly held by brokerage firm who uses a share depository institution as its nominee and clearing house on behalf of banks, brokerage firms, institutions and their respective clients. Two of these share depository institutions, CDS and CEDE, hold a majority of the Company’s issued and outstanding common shares as shown in the preceding table. Canadian Depository for Securities, Inc., or “CDS” is a Canadian depository and “CEDE” an American nominee of the Depository Trust Company is a USA depository. The actual number of shareholders, the amount of shares owned by each, the residence of each, and the identities of each actual individual shareholders represented by the CDS and CEDE holdings is not known to the Company except for a limited amount of shareholders who have elected to receive annual meeting proxy and other information directly from the Company. We estimate the number of our Unregistered Shareholders from the number of proxy materials requested of the Company by various brokerage houses for distribution to our shareholders at eachthe record date of our most recently held annual meeting Record Date.general or special shareholders meeting. Unregistered Shareholders hold about 49% of our outstanding common shares.

  Continental Energy Corp.	2010 Annual Report on Form 20F	Page 24 of 33

ITEM8.-8 : FINANCIALINFORMATION

A.  CONSOLIDATEDSTATEMENTS ANDOTHERFINANCIALINFORMATION.

Preparation of Financial Statements- The Company prepares annual audited consolidated financial statements as at its year end date of 30 June. These consolidated financial statements include the accounts of the Company and its majority owned subsidiaries. During the course of the Company’s fiscal yearFiscal Year, management prepares unaudited quarterly consolidated financial statements as at September 30, December 31, and March 31 which are filed on SEDAR with the British Columbia Securities Commission within 60 days of the quarter’s end. These same quarterly statements are filed by the Company on EDGAR as Form-6K filings.

SEDAR Filings- The Company makes continuous disclosure filings with Canadian securities regulators electronically via “SEDAR”, the "System for Electronic Document Archiving and Retrieval". The Company began filing electronically on SEDAR in 1997. Copies of the Company’s SEDAR filings, including our annual audited and quarterly unaudited financial statements and management discussion and analysis may be downloaded from the SEDAR website at www.sedar.com.

Reporting Currency- Commencing for its 7/31/02 year-endyear end the Company adopted the U.S. currency as its reporting currency and has prepared its financial statements since then on that basis. The accounts of the Company are now prepared in U.S. dollars and the Company’s Canadian operations are translated into U.S. dollars under the temporal method.

Canadian GAAP- ThePrior to and including the Company's Fiscal Year ended 6/30/11, the Company's financial statements arewere prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of the Company, conformsconformed in all material respects for the periods presented with US GAAP, except as disclosed in footnotes to the financial statements.

IFRS - International Financial Reporting Standards -The Canadian Accounting Standards Board announced its decision to replace Canadian GAAP with International Financial Reporting Standards (“IFRS”) for all Canadian publicly accountable enterprises. The effective changeover date for the Company is 7/1/11, at which time Canadian GAAP ceased to apply for Continental and was replaced by IFRS. Following this timeline, the Company issued its first set of interim financial statements prepared under IFRS for the quarter ended9/30/11 including comparative IFRS financial results and an opening balance sheet as at 7/1/10. The first annual IFRS consolidated financial statements were prepared for the Fiscal year ended 6/30/12 with restated comparatives for the previous Fiscal Year ended 6/30/11. Commencing from 7/1/11, the Company's financial statements were prepared in accordance with IFRS. The Company’s audited financial statements for Fiscal 20102013 can be found under "Item 18 - Financial Statements" in the annual report below.

B.  SIGNIFICANTCHANGES.

Legal Proceedings- As of the Report Date, the Company knows of no material, active or pending legal proceedings against them; nor is the Company involved as a plaintiff in any material proceeding or pending litigation.

Cease Trade Orders- Subsequent to the end of Fiscal 2013, the British Columbia Securities Commission issued the Company a cease trade order on 12/23/13 and the Alberta Securities Commission issued a cease trade order on 3/26/14. These orders were issued because the Company was at the time deficient in its regulatory requirements involving the filing of its audited consolidated financial statements for the year ended 6/30/13 and interim unaudited statements for the quarters ended 9/30/13 and 12/31/13. The orders prohibit trading of the Company’s securities in Canada until the deficiency is cured by the filing by the Company of the required financial reports and revocation orders have been issued by both Commissions. The Company has cured these deficiencies with its 4/23/14 filing on SEDAR of its audited annual financial statements for Fiscal 2013 and its subsequent filing, on 2/5/14, of interim statements for quarters ended 9/30/13 and 12/31/13. On 5/5/14 the Company filed for a revocation order with the Commissions. As at the Report Date, no approval has yet been received.

Dividend Distributions- Holders of our common shares are entitled to receive such dividends as may be declared from time to time by our board, in its discretion, out of funds legally available for that purpose. The Company has not declared any dividends for the last five fiscal yearsFiscal Years and does not anticipate that it will do so in the foreseeable future. We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future.

ITEM9.-9 : THEOFFER ANDLISTING.

A.  OFFER AND LISTING DETAILS.

The Company's common shares trade on the NASD Electronic OTC Bulletin BoardOTCQB in the United States under the symbol "CPPXF", since 3/24/98. The following table lists the volume of trading and the high and low trading prices during the quarter and the end quarter closing sales price for the Company's common shares for the last eight fiscal quarters. The closing price of the common shares on the Report Date3/31/14 was $0.12.$0.04.

B.  PLAN OF DISTRIBUTION.

We are filing this Form 20-FForm-20F as an annual report under the Exchange Act and therefore the provision of information called for by this Item-9.B is not applicable.

C.  MARKETS.

Our common shares are quoted on the OTC Bulletin BoardOTCQB under the symbol "CPPXF".