SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Griffith Barry K

(Last)

(First)

(Middle)

5075 CASCADE ROAD SE

SUITE A

(Street)

GRAND RAPIDS

49546

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2004

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
BestNet Units (BESCU)⁽¹⁾	1,800	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (right to buy)	⁽²⁾	12/15/2014	Common Stock	20,000	$0.23	D
Stock Options (right to buy)	⁽³⁾	12/15/2014	Common Stock	50,000	$0.23	D

Explanation of Responses:

1. 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. 10,800 shares of common stock underly the 1,800 units held by Mr. Griffith.

2. These options vest as follows: 6,666 vest on December 15, 2004; 6,667 vest on December 15, 2005; and 6,667 vest on December 15, 2006. The options shall terminate upon the first to occur, 90 days after termination or ten years after grant date.

3. These options vest as follows: 12,500 vest on March 15, 2005; 12,500 vest on June 15, 2005; 12,500 vest on September 15, 2004; and 12,500 vest on December 15, 2005.

	Barry K. Griffith	12/29/2004
	** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.