-----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, AGZ6SLvvdbBnMdlPAPoNq6cfzTtUfLMDczKEMr/ylR7CrFgbTnT/PcY8ECMl4h4C phP72F/nydRVuIbORUMQFQ== 0000950129-01-500901.txt : 20010521 0000950129-01-500901.hdr.sgml : 20010521 ACCESSION NUMBER: 0000950129-01-500901 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010518 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BESTNET COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000799694 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 860916826 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-54287 FILM NUMBER: 1643312 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 INTERNATIONAL INC DATE OF NAME CHANGE: 19980225 FORMER COMPANY: FORMER CONFORMED NAME: WAVETECH INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CEDAR AVENUE LLC CENTRAL INDEX KEY: 0001140473 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O CITCO TRUSTEES CAYMAN LTD STREET 2: P O BOX 31106 SMB GRAND CAYMANS CITY: CAYMAN ISLANDS BVT BUSINESS PHONE: 4168608344 MAIL ADDRESS: STREET 1: C/O CITCO TRUSTEES CAYMAN LTD STREET 2: P O BOX 31106 SMB GRAND CAYMANS CITY: CAYMAN ISLAND BVT SC 13G 1 h87081sc13g.txt CEDAR AVENUE LLC FOR BEST NET COMMUNICATIONS CORP. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __) Best Net Communications Corp. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 08659k107 - -------------------------------------------------------------------------------- (CUSIP Number) May 1, 2000 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) Page 1 2 CUSIP No. 08659k107 13G - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cedar Avenue LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 1,120,968 Shares (NOTE A) -------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY N/A OWNED BY -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 1,120,968 Shares (Note A) WITH -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER N/A - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,120,968 (Note A) - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* PN Page 2 3 ITEM 1 (a) NAME OF ISSUER BEST NET COMMUNICATIONS CORP. (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 5210 E. Williams Circle Tucson, Arizona 85711 ITEM 2 (a) NAMES OF PERSONS FILING CEDAR AVENUE LLC (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE CEDAR AVENUE LLC c/o CITCO Trustees (Cayman) Ltd Corporate Centre West Bay Rd P.O. Box 31106 SMB Grand Cayman, Cayman Islands BVI (c) CITIZENSHIP Cayman Islands (d) TITLE OF CLASS OF SECURITIES Common Stock, $.001 par value (e) CUSIP NUMBER 08659k107 Page 3 4 ITEM 3 If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (b) [ ] Bank as defined in section 3(a)(6) of the Act (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) (h) [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J) If this statement is filed pursuant to Rule 13d-1(c), check this box [X] Page 4 5 ITEM 4 OWNERSHIP CEDAR AVENUE LLC (a) Amount beneficially owned: 1,120,968 shares (Note A) (b) Percent of class: 9.9% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 1,120,968 shares (ii) Shared power to vote or to direct the vote: N/A (iii) Sole power to dispose or to direct the disposition of: 1,120,968 shares (iv) Shared power to dispose or to direct the disposition of: N/A Page 5 6 ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ] ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON N/A ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY N/A ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP N/A ITEM 9 NOTICE OF DISSOLUTION OF GROUP N/A ITEM 10 CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: May 10, 2001 CEDAR AVENUE LLC by: Navigator Management Ltd., Director by: /s/ David Sims ---------------------------------------- (Signature)David Sims, Director NOTE A The Reporting Person received 1,000 shares of Series B Convertible Preferred Stock pursuant to a Securities Purchase Agreement between the Reporting Person and Issuer dated May 1, 2000. Upon conversion of 114.7 shares of the preferred stock, the Reporting Person received 1,120,968 shares of the Issuer's common stock. Reporting person cannot convert the remaining 532.38 shares of preferred stock if after such conversion the Reporting Person would own more than 9.99% of the outstanding common stock of the Issuer. In addition, the Reporting Person holds 160,000 warrants exercisable at $01 expiring April 30, 2003, convertible into common stock of the Issuer. Reporting Person cannot convert the 160,000 warrants if after such conversion the Reporting Person would own more than 9.99% of the outstanding common stock of the Issuer. The Reporting Person disclaims any beneficial interest in or voting rights in the shares of common stock of the Issuer held by or issuable upon the exercise of any conversion or other rights held by any other holder of shares or rights of the Issuer. Page 6 -----END PRIVACY-ENHANCED MESSAGE-----