Prospectus Supplement                           Filed Pursuant to Rule 424(b)(3)
(To Prospectus Dated January 3, 2003)                Registration No. 333-101561


                          BESTNET COMMUNICATIONS CORP.

                   UP TO 1,662,050 SHARES OF OUR COMMON STOCK

     You should read this prospectus supplement and the related prospectus dated
January 3, 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 8 of our prospectus dated January 3, 2003 and 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 to register the resale of an aggregate of 1,662,050 shares of
our common  stock  issuable as  follows:  (i)  732,500  shares upon  exercise of
certain of our outstanding warrants;  (ii) 665,000 shares upon conversion of our
6%  Convertible  Promissory  Notes,  pursuant  to a Note  and  Warrant  Purchase
Agreement,  dated  September  26, 2002;  and (iii)  264,550  shares  pursuant to
registration  rights under a Common Stock Purchase  Agreement,  dated August 30,
2002.  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 22 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
$1,248,750 if all of the warrants are exercised.

     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.