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United States Securities and Exchange Commission
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: January 12, 2007
(Date of earliest event reported: January 8, 2007)
BESTNET COMMUNICATIONS CORP.
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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 (IRS Employer
of incorporation) File Number) Identification No.)
2850 Thornhills Ave., S.E., Suite 104
Grand Rapids, Michigan 49546
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(Address of principal executive offices) (Zip Code)
(616) 977-9933
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(Registrant's telephone number)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Unless otherwise indicated or the context otherwise requires, all references
below in this report on Form 8-K to "we," "us" and the "Company" are to BestNet
Communications Corp., a Nevada corporation
Cautionary Note Regarding Forward-looking Statements and Risk Factors
The Registrant's Form 10-KSB, any Form 10-QSB or any Form 8-K of the Registrant
or any other written or oral statements made by or on behalf of the Registrant
may contain forward-looking statements which reflect the Registrant's current
views with respect to future events and financial performance. The words
"believe," "expect," "anticipate," "intends," "estimate," "forecast," "project,"
and similar expressions identify forward-looking statements. All statements
other than statements of historical fact are statements that could be deemed
forward-looking statements, including any statements of the plans, strategies
and objectives of management for future operations; any statements concerning
proposed new products, services, developments or industry rankings; any
statements regarding future economic conditions or performance; any statements
of belief; any statements regarding the validity of our intellectual property
and patent protection; and any statements of assumptions underlying any of the
foregoing. Such "forward-looking statements" are subject to risks and
uncertainties set forth from time to time in the Registrant's SEC reports and
include, among others, the Risk Factors described below.
Readers are cautioned not to place undue reliance on such forward-looking
statements as they speak only of the Registrant's views as of the date the
statement was made. The Registrant undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
ITEM 1.01 Entry into Material Definitive Agreements
Item 2.01 Completion of Acquisition or Disposition of Assets.
We are hereby reporting our entry into the following material agreement:
Asset Purchase Agreement. On January 8, 2007, BestNet Communications Corp., a
Nevada corporation ( the "Seller") entered into an Asset Purchase Agreement with
Interactive Media Technologies, Inc., a Florida corporation ( the "Buyer"), to
sell most of the assets, including the goodwill, of our Telephone Business. The
purchase price for purchase assets and assumed liabilities is $60,000 payable as
follows: (a) $30,000 payable upon the execution of the Asset Purchase Agreement;
and (b) $30,000 payable upon the Closing Date of February 15, 2007. On the
closing date, the Buyer also agrees to reimburse the Seller for all expenses
paid by the Seller after January 31, 2007 (the "Switchover Date") through the
Closing Date which relate to liabilities associated with the business that were
incurred by the Seller after the Switchover Date.
ITEM 9.01 Financial Statements and Exhibits
(a) Exhibits
Exhibit Title
10.01 Asset Purchase Agreement
99 Press release, issued by BestNet Communications Corp. Dated
January 12, 2007
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: January 12, 2007