-----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, KiU/vYrKfUKTyIHKAJYtxzcBhfDFP9Qb5JohTSZbjAVBUBTEqUMmi9IUO5ZkngXs lxY4t7Xl0rxZoKYQwtafZg== 0001104659-03-022997.txt : 20031017 0001104659-03-022997.hdr.sgml : 20031017 20031016191638 ACCESSION NUMBER: 0001104659-03-022997 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031017 GROUP MEMBERS: MARCO MESSINA GROUP MEMBERS: RICHARD BOURKE GROUP MEMBERS: ROBERT F. CAYLOR GROUP MEMBERS: STANLEY L. SCHLOZ GROUP MEMBERS: WILLIAM W. HOLDREN 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: 861006416 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47986 FILM NUMBER: 03944692 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: SILVERMAN ANTHONY CENTRAL INDEX KEY: 0000904550 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11811 N TATUM BLVD STE 4040 CITY: PHOENIX STATE: AZ ZIP: 85028 BUSINESS PHONE: 6029537980 MAIL ADDRESS: STREET 1: 11811 N TATUM BLVD STE 4040 CITY: PHOENIX STATE: AZ ZIP: 85028 SC 13D/A 1 a03-4100_1sc13da.htm SC 13D/A

SEC 1746
(11-02)


Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13D

Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

BESTNET COMMUNICATIONS CORP

(Name of Issuer)

 

Common Stock, $.001 Par Value

(Title of Class of Securities)

 

08659K102

(CUSIP Number)

 

Anthony Silverman 

7305 E. Del Acero Drive

Scottsdale, AZ 85258

(480) 657-7083

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

October 9, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [   ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

1



 

CUSIP No.   08659K102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Anthony Silverman

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [     ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [     ]

 

 

6.

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
2,606,591

 

8.

Shared Voting Power
None

 

9.

Sole Dispositive Power
2,606,591

 

10.

Shared Dispositive Power
None

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,606,591

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [     ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.7%*

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


*Based on a total of 29,948,104 shares of Common Stock issued as stated in the Issuer's Proxy Statement dated August 19, 2003

 

2



 

CUSIP No.   08659K102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Stanley L. Schloz

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [     ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [     ]

 

 

6.

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
200,000

 

8.

Shared Voting Power
None

 

9.

Sole Dispositive Power
200,000

 

10.

Shared Dispositive Power
None

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
200,000

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [     ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
.66%*

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


*Based on a total of 29,948,104 shares of Common Stock issued as stated in the Issuer's Proxy Statement dated August 19, 2003

 

3



 

CUSIP No.   08659K102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Marco Messina

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [     ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [     ]

 

 

6.

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
46,600

 

8.

Shared Voting Power
None

 

9.

Sole Dispositive Power
46,600

 

10.

Shared Dispositive Power
None

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
46,600

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [     ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
.0155%*

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


*Based on a total of 29,948,104 shares of Common Stock issued as stated in the Issuer's Proxy Statement dated August 19, 2003

 

4



 

CUSIP No.   08659K102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Richard Bourke

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [     ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [     ]

 

 

6.

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
8,000

 

8.

Shared Voting Power
None

 

9.

Sole Dispositive Power
8,000

 

10.

Shared Dispositive Power
None

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
8,000

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [     ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
.0027%*

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


*Based on a total of 29,948,104 shares of Common Stock issued as stated in the Issuer's Proxy Statement dated August 19, 2003

 

5



 

CUSIP No.   08659K102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Robert F. Caylor

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [     ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [     ]

 

 

6.

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,315,022

 

8.

Shared Voting Power
None

 

9.

Sole Dispositive Power
1,315,022

 

10.

Shared Dispositive Power
None

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,315,022

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [     ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.39%*

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


*Based on a total of 29,948,104 shares of Common Stock issued as stated in the Issuer's Proxy Statement dated August 19, 2003

 

6



 

CUSIP No.   08659K102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
William W. Holdren

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [     ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [     ]

 

 

6.

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
491,000

 

8.

Shared Voting Power
None

 

9.

Sole Dispositive Power
491,000

 

10.

Shared Dispositive Power
None

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
491,000

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [     ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
1.6%*

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


*Based on a total of 29,948,104 shares of Common Stock issued as stated in the Issuer's Proxy Statement dated August 19, 2003

 

7



 

CUSIP No.  08659K102

 

 

 

Item 1.

Security and Issuer

 

 

This statement relates to the Common Stock, $.001 par value, (the "Common Stock"), of Best Net Communications Corp, a Nevada corporation (the “Issuer”).  The principal executive office of the Issuer is located at 5075 East Cascade Road, SE, Suite K, Grand Rapids, Michigan 49546.

 

Item 2.

Identity and Background

 

 

A. Anthony Silverman resides at 7305 E. Del Acero Drive, Scottsdale, AZ 85258. He is a private investor and financial consultant. He is a citizen of the United States. He has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). He has not been, during the past five years, nor is he now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction.

 

B. Stanley L. Schloz resides at 10060 East Sonoran Vista Circle, Scottsdale, Arizona 85265. He is a private investor. He has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). He has not been, during the past five years, nor is he now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction.

 

C. Marco Messina resides at 11703 North 123rd Way, Scottsdale, AZ 85259. He has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). He has not been, during the past five years, nor is he now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction.

 

D. Richard Bourke resides at 7710 East Vista Drive, Scottsdale, Arizona 85250. He has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). He has not been, during the past five years, nor is he now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction.

 

E. Robert F. Caylor resides at 6711 East Camino Principal, Tucson, Arizona 85715. He has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). He has not been, during the past five years, nor is he now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction.

 

F. William W. Holdren has his address at 171 South Anita, Suite 212, Orange, CA 92868. He has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). He has not been, during the past five years, nor is he now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction.

 

8



 

Item 3.

Source and Amount of Funds or Other Consideration

 

A.     Anthony Silverman. Over the seven-month period since the filing of his previous Report on Form 13D, Mr. Silverman purchased an aggregate 1,182,041 shares (net of a total of 199,000 shares sold) of the Common Stock of the Issuer in private placements of securities by the Issuer and in the open market, all with his own funds.

 

B.      Stanley L. Schloz. Purchased 12,000 shares in the open market during the period July - December, 2002 at prices ranging between $1.29 and $0.57 per share, with 200,000 shares having been purchased directly from the Issuer during March, 2003 at $0.10 per share. Mr. Schloz sold the 12,000 in the open market during the week of October 6-11.

 

C.      Marco Messina. Purchased all of his shares in the open market.

 

D.      Richard Bourke. Purchased all of his shares in the open market.

 

E.      Robert F. Caylor. Purchased 762,000 shares that were included in 254,000 Units directly from the Issuer in a private transaction during March 2003 for a total cost of $75,000. In addition, more than 60 days prior to the date of this Report he acquired 970,522 in the open market at an average price of $1.00 per share and 111,000 shares directly from the Issuer in a private transaction for a total price of $50,000. Of the 970,522 shares, 31,583 are held by Datawave Management, Inc., an Arizona corporation and 1,283,439 by Bavispe Ltd. Partners, both controlled by and having the same address as Mr. Caylor. Mr. Caylor sold 28,500 shares in the open market on October 9, 2003 at a price of $0.48 per share.

 

F.      William W. Holdren. Purchased 291,800 shares in the open market more than six months before the date of this Report at an average price of $2.07 per share. Acquired 250,000 shares directly from the Issuer in a private placement during May, 2002 at $0.40 per share. Of the 291,800 shares purchased in the open market, 47,300 are held by W.W. Holdren, Inc., a California corporation having the same address as Mr. Holdren, which is controlled by him.

 

Item 4.

Purpose of Transaction

 

 

A.     Mr. Silverman acquired the Common Stock (including derivate securities) in private placements and in the open market for general investment purposes. He has not yet determined if he will acquire additional shares of the Issuer. He made the subject disposition as gifts to various persons who are not affiliates of the Issuer.

 

 

B.      Mr. Schloz acquired 200,000 shares in a private placement and 12,000 shares in the open market for general investment purposes. He has not yet determined if he will acquire additional shares of the Issuer.

 

 

C.      Mr. Messina acquired the Common Stock in the open market for general investment purposes.

 

 

D.      Mr. Bourke acquired the Common Stock in the open market for general investment purposes.

 

 

E.      Mr. Caylor acquired the Common Stock in private placements and in the open market for general investment purposes.

 

F.      Mr. Holdren acquired the Common Stock in a private placement and in the open market for general investment purposes.

 

9



 

Except as described below, the reporting persons have no present plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, (e) any material change to the present capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer's business or corporate structure, (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any action similar to any of those enumerated above.

 

The reporting persons are dissatisfied with the performance of the Issuer and are contemplating entering into discussions and possibly taking other actions with a view to changing the composition of the board of directors to be more representative of the shareholders of the Issuer.

 

Mr. Silverman is considering the acquisition of certain outstanding promissory notes of the Issuer that are convertible into shares of Common Stock, but no there are no existing agreements with respect thereto.

 

Item 5.

Interest in Securities of the Issuer

 

(a) The aggregate number and percentage of shares of Common Stock of the Issuer beneficially owned by each Reporting Person is as follows:

 

Beneficial Owner

 

Aggregate Number
of Shares Owned

 

Percentage
of Class*

 

Anthony Silverman

 

2,606,591

 

8.7

%

 

 

 

 

 

 

Stanley L. Schloz

 

200,000

 

.66

%

 

 

 

 

 

 

Marco Messina

 

46,600

 

.0155

%

 

 

 

 

 

 

Richard Bourke

 

8,000

 

.0027

%

 

 

 

 

 

 

Robert F. Caylor**

 

1,315,022

 

4.39

%

 

 

 

 

 

 

William W. Holdren***

 

491,800

 

1.6

%


* Based on 29,948,104 shares of Common Stock issued and outstanding as stated in the Issuer's Proxy Statement dated August 19, 2003.

** Includes 31,583 shares held by a corporation (named above) controlled by him and 1,283,439 shares held by a limited partnership (named above) also controlled by him.

*** Includes 47,300 shares held by a corporation (named above) controlled by him.

 

10



 

 

(b) The number of shares of Common Stock as to which there is sole power to direct the vote, shares power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for the Reporting Person is set forth on the cover pages.

 

(c) There have been no reportable transactions with respect to the Common Stock of the Issuer within the last 60 days by the Reporting Person except for the acquisition of beneficial ownership of the securities being reported on this Schedule 13D, as follows:

 

A. Anthony Silverman

(i)            During March, 2003 acquired 25,000 shares, valued at $0.10 each, in consideration of services and 3,750 shares, valued at $0.10 each, in consideration of interest due on a promissory note.

 

(ii) Sold 109,000 shares in the open market during the period November 13, 2002 - February 6, 2003 at prices between $.475 and $.98

 

(iii)          Acquired in a private placement on February 25, 2003, a $75,000 promissory note of the Issuer that was convertible into 254,097 Units, such Unit containing 762,291 shares of the Issuer’s Common Stock. That note was converted into that number of shares on April 21, 2003.

 

(iv)          Acquired 80,000 shares in the open market at prices ranging from $.265 to $.57 during the period December 24, 2002 - May 22, 2003.

 

(v)           Sold 90,000 shares during the period June 19, 2003 - August 4, 2003 in the open market at prices between $.51 and $.56.

 

11



 

B. Stanley L. Schloz

Acquired 12,000 shares in the open market at approximately $2.07 per share and 200,000 shares as part of Units in the private placement that is described above with respect to Mr. Silverman.

 

C. Marco Messina

Acquired 46,600 shares in the open market during 2001 and 2002 at an average price of $1.00 per share.

 

D. Richard Bourke

Acquired 5000 shares in the open market on March 6, 2002 at $0.777 per share and 3000 shares in the open market on December 18, 2002 at $0.567 per share.

 

E. Robert F. Caylor

Acquired 629,000 shares in the open market more than six months prior to this Report and 762,000 shares directly from the Issuer in a private placement in March, 2003 at the price set forth above.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The arrangement under which Mr. Silverman acted as financial consultant to the Issuer expired on February 28, 2003.

 

Item 7.

Material to Be Filed as Exhibits

 

Not applicable.

 

12



 

CUSIP No.   08659K102

 

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.

 

September 25, 2003

 

Date

 


/s/ Anthony Silverman

 

Signature

 


Anthony Silverman

 

Name/Title

 

ATTENTION:  INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (see 18 U.S.C. 1001).

 

13


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