SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BOURKE RICHARD

(Last)

(First)

(Middle)

5075 CASCADE ROAD SE

(Street)

GRAND RAPIDS

49546

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BESTNET COMMUNICATIONS CORP [ BESC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock⁽¹⁾	08/26/2004		A		9,960	A	$0.7	207,960	I⁽²⁾	By Self

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
BestNet Units⁽³⁾	$0.3	08/26/2004		A		3,320		03/30/2003	03/31/2006	Common Stock	9,960	$0.7	94,560	I⁽⁴⁾	By Self

Explanation of Responses:

1. An investment partnership, of which Mr. Bourke is a 4% owner, purchased 83,000 units. Each unit consists of (a) three shares of common stock of the Company; (b) one share of the Series A Convertible Preferred Stock of the company; (c) one warrant to purchase one share of common stock of the Company. Each share of the Series A Convertible Preferred Stock is convertible into two shares of common stock. 9,960 shares of common stock underly the 3,320 units attributed to Mr. Bourke partnership interest.

2. Mr. Bourke has a direct ownership interest in 158,000 shares of common stock and an indirect ownership interest in the 40,000 shares of common stock owned through an investment parternership of which Mr. Bourke is a 4% owner and 9,960 shares of common stock which underly 3,320 units held by the investment partnership which represents Mr. Bourke's 4% interest.

3. An investment partnership, of which Mr. Bourke is a 4% owner, purchased 83,000 units. 9,960 shares of common stock underly the Series A Convertible Preferred Stock and the warrants underlying the units.

4. Mr. Bourke has a direct ownership in 75,000 options to purchase the Company's common stock, an indirect ownership in 9,600 in warrants to purchase the Company's common stock which are held through an investment partnership of which Mr. Bourke is a 4% owner and an indirect ownership in 9,960 shares of common stock which underly 3,320 units owned by the investment partnership.

	Richard Bourke	09/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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