-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vot+1c8EVjbHXgYY3EmAVfk7TWAmmndAed0D4nST/jA4maFuG9zvUjmzAUadPAfM PZzkb1gYZlRWo1h760jsaQ== 0000950147-03-000488.txt : 20030416 0000950147-03-000488.hdr.sgml : 20030416 20030416134012 ACCESSION NUMBER: 0000950147-03-000488 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030414 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BESTNET COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000799694 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 861006416 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15482 FILM NUMBER: 03652240 BUSINESS ADDRESS: STREET 1: 5210 E WILLIAMS CIRCLE STREET 2: STE 200 CITY: TUCSON STATE: AR ZIP: 85711 BUSINESS PHONE: 5207509093 MAIL ADDRESS: STREET 1: 5210 E WILLIAMS CIRCLE CITY: TUCSON STATE: AZ ZIP: 85711 FORMER COMPANY: FORMER CONFORMED NAME: WAVETECH INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WAVETECH INTERNATIONAL INC DATE OF NAME CHANGE: 19980225 8-K 1 e-9864.txt CURRENT REPORT DATED 4-14-03 SECURITIES AND EXHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ 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) April 14, 2003 BestNet Communications Corporation (Exact Name of Registrant as Specified in its Charter) Nevada 001-15482 86-1006416 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 5075 Cascade Rd. SE, Suite A. Grand Rapids, MI 49546 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (616) 977-9933 ITEM 5. OTHER EVENTS. BestNet Communications Corporation releases its earnings for the 2nd quarter ended February 28, 2003. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits: Exhibits Title -------- ----- 99 Press release, issued by BestNet Communications Corporation Dated April 14, 2003 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/ Robert A. Blanchard ----------------------------------- Robert A. Blanchard Chief Executive Officer By: /s/ Paul H. Jachim ----------------------------------- Paul H. Jachim Chief Financial Officer Date: April 16, 2003 EX-99 3 ex99.txt PRESS RELEASE DATED 4-14-03 Exhibit 99 Press Release dated April 14, 2003 BESTNET COMMUNICATIONS CORPORATION ANNOUNCES SECOND QUARTER RESULTS AND THE RAISING OF OVER $1,000,000 IN WORKING CAPITAL. GRAND RAPIDS, Mich.--(PR Newswire)--April 14, 2003--BestNet Communications Corporation (OTCBB: BESC - News), a provider of patented Internet-based communication solutions, today announces results for the second quarter ending February 28, 2003. In addition, the company is also pleased to announce it has raised over $1,000,000 in capital to fund continued growth. Revenues for the second quarter ending February 28, 2003 increased 35% as compared with the same period last year. In addition, fiscal year to date revenue is up 47% as compared to last year. Cost of Goods Sold continued to trend lower as a percent of revenue reflecting close management of carrier and network costs. A positive 11.4% gross margin was generated during the second quarter as compared to negative contribution during the same period last year. Upward pressure was seen on General and Administrative costs however numerous steps have been taken to reduce these expenses. Steps include switching web-hosting providers, restructuring sales and marketing and close management of professional service fees. The results of these cost cutting measures will begin to be realized in the third quarter as a direct result of their implementation. Robert A. Blanchard, President and CEO of BestNet commented, "We are pleased with the higher demand for our services along with our ability to raise needed capital to fund our growth. This is a reflection of our continued commitment to the quality of our proprietary technology network, sound fiscal management, solid staff team work and meeting the needs of our global customers." BestNet is also pleased to report the completion of over $1,000,000 in private placement financing through both a Senior Secured Note and Unit offering. Further details of these financings are contained in the companies 10-QSB that will be released today. "We are very pleased with this recent infusion of working capital," said Paul H. Jachim, COO & CFO of BestNet. "Given current market conditions for companies of our size, this financing represents a significant accomplishment and gives us the resource we need to continue substantial growth of our business." Jachim went on to say, "I am also pleased with our recent cost improvement efforts. Those who have recently been to our web sites and used our applications have noticed an increase in speed and performance. This is directly related to a new web hosting relationship and new network equipment we put in place March 1, 2003. In addition to increased performance, our contract will provide us considerable cost savings during its three-year life. Additionally recent upgrades to our data base equipment has also improved service to our customers worldwide." ABOUT BESTNET BestNet Communications is an Internet-based provider of long distance, conference calling and e-commerce communication services. BestNet's services are accessed via the internet and delivered using standard phone lines. This results in a cost effective high quality service for both businesses and consumers. Under the brand name Bestnetcall (www.bestnetcall.com), the patented service offers subscribers premium quality calls, at significantly lower rates. Calls can also be launched via a desktop application or handheld devices including Palm(TM), Pocket PC(R) and Blackberry(TM) and used with any standard or wireless phone. Contact BestNet at: investors@bestnetcom.com THIS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, WHICH ARE INTENDED TO BE COVERED BY THE "SAFE HARBOR" CREATED THEREBY. THESE STATEMENTS INCLUDE THE PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES. THE FORWARD-LOOKING STATEMENTS HEREIN ARE BASED ON CURRENT EXPECTATIONS THAT INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE AND MARKET CONDITIONS AND FUTURE BUSINESS DECISIONS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE BEYOND CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, ANY ONE OF THE ASSUMPTIONS COULD BE INACCURATE AND, THEREFORE, CAN BE NO ASSURANCE THAT THE FORWARD-LOOKING STATEMENTS INCLUDED IN THIS RELEASE WILL PROVE TO BE ACCURATE. - -------------------------------------------------------------------------------- FINANCIAL INFORMATION BESTNET COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
FEBRUARY 28, AUGUST 31, 2003 2002 ------------ ------------ (UNAUDITED) ASSETS Current Assets: Cash and cash equivalents $ 136,522 $ 351,784 Certificate of deposit -- 22,773 Accounts receivable, less allowance of $11,478 and $7,826 50,601 72,844 Prepaid expenses and other current assets 93,638 71,801 ------------ ------------ Total current assets 280,761 519,202 Property and equipment, net of accumulated depreciation of $2,546,660 and $2,335,732 1,249,067 1,625,348 License fee, net of accumulated amortization of $4,621,313, and $3,930,258 5,053,455 5,744,510 Note receivable from Softalk 1,549,020 1,508,043 Deposits and other assets 81,504 103,297 ------------ ------------ Total assets $ 8,213,807 $ 9,500,400 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable and accrued expenses $ 785,480 $ 700,270 Notes payable, net of discount of $502,766 and $96,875 333,659 203,125 Deferred interest income 170,300 129,323 Deferred revenue 11,159 13,407 ------------ ------------ Total current liabilities 1,300,598 1,046,125 Common stock, par value $.001 per share; 50,000,000 shares authorized; 19,199,825 and 16,530,005 shares issued and outstanding 19,200 16,530 Additional paid-in capital 33,033,993 31,041,961 Accumulated deficit (26,161,984) (23,488,980) Common stock subscribed, underlying common shares of 50,000 and 1,866,842 22,000 884,764 ------------ ------------ Total stockholders' equity 6,913,209 8,454,275 ------------ ------------ Total liabilities and stockholders' equity $ 8,213,807 $ 9,500,400 ============ ============
See accompanying notes to condensed consolidated financial statements. BESTNET COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2003 AND 2002
2003 2002 ------------ ------------ (UNAUDITED) (UNAUDITED) Revenues: $ 316,628 $ 233,417 ------------ ------------ Expenses: Cost of revenues (exclusive of depreciation and amortization shown separately below) 280,031 300,353 General and administrative expenses 484,763 408,528 Depreciation and amortization 557,763 572,787 ------------ ------------ Total expenses 1,322,557 1,281,668 ------------ ------------ Loss from operations (1,005,929) (1,048,251) ------------ ------------ Other income (expense): Interest income 700 182 Interest expense (211,737) -- Preferred stock conversion penalty -- -- Foreign asset tax expense -- (30,000) Gain on sale of assets -- -- Other (expense) income 2,593 (3,893) ------------ ------------ Total other expense (208,444) (33,711) ------------ ------------ Loss from continuing operations (1,214,373) (1,081,962) Discontinued Operations Operating income from discontinued operations -- 667 Loss on sale of discontinued operations -- -- ------------ ------------ Income from discontinued operations -- 667 ------------ ------------ Loss from operations (1,214,373) (1,081,295) ------------ ------------ Preferred stock dividends -- 7,125 ------------ ------------ Loss available to common shareholders $ (1,214,373) $ (1,088,420) ============ ============ Loss per common share, basic and diluted Continuing operations $ (.06) $ (.07) Discontinued operations -- .00 ------------ ------------ $ (.06) $ (.07) ============ ============ Weighted average number of shares outstanding, basic and diluted 19,200,663 15,078,284 ============ ============
See accompanying notes to condensed consolidated financial statements. -----END PRIVACY-ENHANCED MESSAGE-----