SEQUOIA FINANCIAL GROUP LTD — Capital/Financing Update 2005

Mar 13, 2005

Rule 2, 7, 3, 10, 3, 3, 10, 4, 3, 10, 5

Appendix 3B

New issue announcement. application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002.

Name of entity

CommSoft Group Limited

ABN

90 091 744 884

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

+ Class of + securities issued or to be Secured Convertible Notesissued
be issued (if known) or maximumnumber which may be issued	Number of + securities issued or to 270,000 Secured Convertible Notes of $1.00each issued on 11 March 2005. The Companywill not apply for Quotation of the Notes

Principal terms of the *securities 3 (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)

Convertible by the Noteholder into Ordinary Shares at $0.10 per share at any time prior to 31 December 2005. Automatic conversion into Ordinary Shares of $0.10 per share on completion of acquisition of MDSnews prior to 31 December 2005 or redeemed by the Company after that date.

4	Do the "securities rank equally inall respects from the date ofallotment with an existing *class ofquoted *securities?If the additional securities do notrank equally, please state:the date from which they dowhichtheextent totheyparticipate for the next dividend,caseof(inthe$\mathbf{a}$trust.distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment	N/A. Issue of new series of SecuredConvertible NotesOrdinary shares issued on conversion of securedconvertible notes will rank equallywith other ordinary shares on issue
5	Issue price or consideration	$270,000
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	Pre-Prospectus capital to fund working capitalRequirements of the Company
7	Dates of entering *securities intouncertificatedholdingsOfdespatch of certificates	14 March 2005 Issue of secured note certficates
		Number	*Class
8	and 'class ofNumberall*securitiesquoted$-$ on$\mathbf{ASX}$(including the securities in clause2 if applicable)	406,524,494	Ordinary Shares

$\overline{9}$ Number and *class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	* Class
1,492,748	Convertible Notes of
	$1.00 each
270,000	Secured Convertible
	Notes of $1.00 each.

$10$ Dividend policy (in the case of a The company does not expect to be paying trust, distribution policy) on the dividends out of profits for at least the next 12 increased capital (interests) months.

Part 2 - Bonus issue or pro rata issue

11	securityholderapprovalĪsrequired?
12	Is the issue renounceable or non-renounceable?
13	Ratio in which the *securities willbe offered.
14	Class of securities to which theoffer relates
15	*RecorddeterminedateİΘentitlements
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?
17	Policy for deciding entitlements inrelation to fractions
18	Names of countries in which theentity has "security holders whowill notbe -sent newissnedocuments
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closingdateforreceiptоfacceptances or renunciations

Appendix 3B New issue announcement

20	Names of any underwriters
21	Amount of any underwriting fee orcommission
22	Names of any brokers to the issue
23	Fee or commission payable to thebroker to the issue
24	Amount of any handlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of *security holders
25.	If the issue iscontingenton*security holders'approval,thedate of the meeting
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled
27.	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	How do *security holders sell theirentitlements in full through abroker?
31	How do + security holders sell partof their entitlements through abroker and accept for the balance?

• 32 How do *security holders dispose of their entitlements (except by sale through a broker)?
• 33 *Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities $(ick one)$ Securities described in Part 1 $(a)$ All other securities $(b)$ Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employeeincentive share securities when restriction ends, securities issued on expiry or conversion of conve

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to $43$ )

Tick to indicate you are providing the information or documents

35	If the "securities are "equity securities, the names of the 20 largest holders of theadditional 'securities, and the number and percentage of additional 'securities held bythose holders
36	If the "securities are "equity securities, a distribution schedule of the additional*securities setting out the number of holders in the categories$1 - 1,000$$1,001 - 5,000$5,001 - 10,000$10,001 - 100,000$$100,001$ and over

37

A copy of any trust deed for the additional *securities

(now go to 43)

Entities that have ticked box 34(b)

• 38 Number of securities for which +quotation is sought
• 39 Class of 'securities for which quotation is sought
• 40 Do the 'securities rank equally in all respects from the date of allotment with an existing *class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and 'class of all 'securities quoted on ASX (including the securities in clause 38)

Number	+ Class

(now go to 43)

$14 - 03 - 05$

All enfities

Fees

43

Payment method (tick one)
	$\vert \vert$ Cheque attached
	Electronic payment madeNote: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.
	Periodic payment as agreed with the home branch has been arrangedNote: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

• +Ouotation of our additional +securities is in ASX's absolute discretion. ASX may $\mathbf{I}$ quote the 'securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
  • The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those "securities should not be granted "quotation.
  • An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any "securities to be quoted and that no-one has any right to return any "securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the 'securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.

$\div$ See chapter 19 for defined terms.

• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before 'quotation of the 'securities begins. We acknowledge that $ASX$ is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:2005		Date:	-14	March
	(Director)

Print name: David Whitfield....................................

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