someone has faith or too much money 1/7/2000.Name of...

someone has faith or too much money 1/7/2000.

Name of Entity
Quadtel Limited

ACN or ARBN
84 061 219 985

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).



1. Class of securities issued 1. Ordinary Shares
or to be issued

2. Number of securities issued 1. 31,000,000
or to be issued (if known)
or maximum number which
may be issued

3. Principal terms of the securities 1. Allotment of 31,000,000
(eg, if options, exercise price ordinary shares at $0.002c to
and expiry date; if partly paid "sophisticated investors"
securities, the amount made pursuant to section
outstanding and due dates for 708(10) of the Corporations
payment; if convertible securities, Law.
the conversion price and dates
for conversion)

4. Do the securities rank equally The shares rank pari passu
in all respects from the date with all other securities
of allotment with an existing on issue from the date of
class of quoted securities allotment.

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

5. Issue price or consideration 1. $0.002

6. Purpose of the issue (if 1. Offer to "Sophisticated
issued as consideration for Investors" made pursuant to
the acquisition of assets, section 708(10) of the
clearly identify those Corporations Law
assets)

7. Dates of entering securities 26 May 2003
into uncertified holdings
or despatch of certificates

NUMBER CLASS
8. Number and class of all 439,613,280 Ordinary Shares
securities quoted on
ASX (including the
securities in clause
2 if applicable)

NUMBER CLASS
9. Number and class of all 9,700,000 Directors Options
securities not quoted 13,275,000 Employee Options
on ASX (including the These Options expire
securities in clause 2 on various dates and
if applicable) are exercisable at
various prices.
22,975,000

10.Dividend policy (in the case Dividend Policy is unaffected
of a trust, distribution by the increase in capital.
policy) on the increased
capital (interests)

PART 2 - BONUS ISSUE OR PRO RATA ISSUE

Items 11 to 33 are Not Applicable

PART 3 - QUOTATION OF SECURITIES
You need only complete this section if you are applying for quotation
of securities


34. Type of securities (tick one)

(a) x Securities described in Part 1

(b) All other securities

Example: restricted securities at the end of the escrowed period,
partly paid securities that become fully paid, employee incentive
share securities when restriction ends, securities issued on expiry
or conversion of convertible securities

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 securites are equity securities, the names of
the 20 largest holders of the additional securities,
and the number and percentage of additional securities
held by those holders

36. If the securites 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)

Items 38 to 42 are Not Applicable

ALL ENTITIES

QUOTATION AGREEMENT

1. Quotation of our additional securities is in ASX's absolute
discretion. ASX may quote the securities on any conditions it
decides.

2. We warrant the following to ASX.

* The issue of the securities to be quoted complies with the
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.

* 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.

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.

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.


D Orrock
COMPANY SECRETARY
26/05/2003