SECURITIES AND EXHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 23, 2005
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BestNet Communications Corporation
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(Exact Name of Registrant as Specified in its Charter)
Nevada 001-15482 86-1006416
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
5075 Cascade Rd. SE, Suite A. Grand Rapids, MI 49546
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (616) 977-9933
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ITEM 7.01. REGULATION FD DISCLOSURE
On March 23, 2005, the Registrant issued its Convertible Promissory Note in
the principal amount of $110,000 to Anthony Silverman. Mr. Silverman is a member
of the Registrant's Board of Directors and Executive Committee. The Note is due
on March 31, 2006 and bears interest at the rate of 10% per annum, payable
monthly. The principal of and any accrued interest under Note is convertible at
the option of the Holder into shares of the Registrant's common stock at a
conversion price of $0.12 per share. If the Note is converted, the Holder may
participate in any registration of securities (with certain exceptions) effected
by the Registrant under the Securities Act of 1933 (so-called "piggy-back"
rights).
The consideration for the Note is the discharge of two existing promissory
notes issued by the Registrant to Mr. Silverman, in the aggregate principal
amount of $110,000, which notes had been due and payable on March 13, 2005 and
May 3, 2005 respectively.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits Title
99 Form of Convertible Promissory Note Issued to Anthony
Silverman
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BestNet Communications Corporation
By: /s/ Stanley L. Schloz
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Stanley L. Schloz
President
By: /s/ Michael A. Kramarz
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Michael A. Kramarz
Chief Financial Officer
Date: March 24, 2005
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