Prospectus Supplement                           Filed Pursuant to Rule 424(b)(3)
(To Prospectus Dated May 19, 2003)                   Registration No. 333-105026


                          BESTNET COMMUNICATIONS CORP.

                              UP TO 3,563,593 UNITS
       UP TO 3,563,593 SHARES OF OUR SERIES A CONVERTIBLE PREFERRED STOCK
                            UP TO 3,563,593 WARRANTS
                   UP TO 21,439,058 SHARES OF OUR COMMON STOCK

     You should read this prospectus supplement and the related prospectus dated
May 19, 2003 carefully before you invest. Both documents contain information you
should consider when making your investment decision.

     Investing  in our common  stock  involves a high degree of risk.  See "Risk
Factors"  beginning  on  page  7 of  our  prospectus  dated  May  19,  2003  and
"Additional  Factors that Could Affect our Future Results"  beginning on page 16
of our Annual  Report on Form 10-KSB for the fiscal year ended  August 31, 2002,
for a description  of certain  factors that should be considered by  prospective
investors.

     This  prospectus  supplement is part of a  registration  statement  that we
filed with the SEC on May 6, 2003, in connection  with an offering of units that
we  completed in March 2003.  Each unit  consists of the  following  securities:
three  shares of our common  stock,  par value $.001 per share;  one  three-year
warrant to purchase one share of common stock at a per share  exercise  price of
$0.30; and one share of Series A Preferred Stock, convertible into two shares of
common stock at a conversion  price of $0.10 per share of common stock. We filed
the  registration  statement  to  register  the  resale of an  aggregate  of the
following: (a) 3,563,593 units; (b) 3,563,593 shares of our Series A Convertible
Preferred Stock;  (c) 3,563,593  warrants;  and (d) 21,439,058  shares of common
stock,  10,690,779 of which were issued in the unit offering,  and 10,690,779 of
which are issuable upon exercise of the warrants and  conversion of the Series A
Convertible  Preferred  Stock.  The  shares  of  common  stock  covered  by  the
registration statement are being offered by the selling stockholders  identified
in the "Selling  Stockholders"  section  beginning on page 23 of the prospectus.
The  selling  stockholders  may sell the  common  stock from time to time in the
principal market on which the stock is traded at the prevailing  market price or
in  negotiated  transactions.  The  selling  stockholders  may be  deemed  to be
underwriters  of the shares of common stock that they are  offering.  Please see
the "Selling  Stockholders" section beginning on page 23 of the prospectus for a
complete description of all of the selling stockholders.

     The selling  stockholders will receive all of the amounts received upon any
sale by them of the  common  stock,  less  any  brokerage  commissions  or other
expenses incurred by them. We will not receive any proceeds from the sale of the
common stock by the selling stockholders.  We will receive up to an aggregate of
$1,781,796.50  if all  warrants  are  exercised  and all  shares of the Series A
Convertible  Preferred  Stock are converted.  Selling  stockholders  may neither
exercise the warrants nor convert the Series A Convertible Preferred stock until
an increase in the number of authorized common shares is approved by stockholder
vote.

     This prospectus  supplement updates the list of documents  contained in our
prospectus under the heading "Incorporation of Documents by Reference." Since we
filed the last amendment to the registration  statement,  we have filed with the
SEC our Quarterly  Report on Form 10-QSB for the quarterly  period ended May 31,
2003,  which is hereby  incorporated  by reference  into the prospectus and this
prospectus supplement. You should read carefully this prospectus supplement, the
prospectus,  and the  information  that we  incorporate  by reference into those
documents.  In case there are any  differences or  inconsistencies  between this
prospectus  supplement,  the  prospectus,  and the  information  incorporated by
reference into those documents,  you should rely on the information contained in
the document with the latest date.

     This  prospectus  supplement,  the  prospectus,  our Annual  Report on Form
10-KSB for the fiscal year ended August 31, 2002,  and our  Quarterly  Report on
Form 10-QSB for the quarterly  period ended May 31, 2003, are being delivered to
you in connection with your proposed investment in our common stock.

     You  should  rely  only on the  information  provided  or  incorporated  by
reference in this prospectus supplement and the related prospectus.  We have not
authorized anyone else to provide you with different information. You should not
assume that the information in this prospectus  supplement is accurate as of any
date other than the date on the front of these documents.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

            The date of this prospectus supplement is July 16, 2003.