U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-QSB
_______________________________________________________________________________

[ X ]      QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
           ACT  OF  1934

                               For the quarterly period ended September 30, 2000

[   ]      TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
           EXCHANGE  ACT  OF  1934


                             BERENS INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

Commission  file  number:  0-22711

                  Nevada                                   87-05065948
                  ------                                   -----------
     (State  or  Other  Jurisdiction  of                (I.R.S.  Employer
       Incorporation  or  Organization)                 Identification  No.)


701  N.  Post  Oak  Road, Suite 350, Houston, Texas           77024
---------------------------------------------------           -----
     (Address  of  Principal  Executive  Office)            (Zip Code)

                                 (713) 682-7400
                                 --------------
              (Registrant's Telephone Number, Including Area Code)


Check whether the issuer:  (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90  days.

Yes  [X]  No  [  ]

As  of  September  30,  2000  registrant  had  20,901,380 shares of Common Stock
outstanding.


<PAGE>
                                     PART I

Item  1.     Financial  Statements

                             BERENS INDUSTRIES, INC.
                                   __________


     UNAUDITED  CONSOLIDATED  CONDENSED  FINANCIAL  STATEMENTS
     FOR  THE  THREE  MONTHS  AND  NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)


<PAGE>
                            BERENS  INDUSTRIES,  INC.
                               TABLE  OF  CONTENTS
                                   __________


                                                                        PAGE
Unaudited Consolidated Condensed Financial
  Statements:

  Consolidated Condensed Balance Sheet as of
    September 30, 2000 and December 31, 1999                             F-1

  Unaudited Consolidated Condensed Statement
    of Operations for the three months ended
    September 30, 2000 and 1999, for the nine months
    ended September 30, 2000, and for the period
    from inception, February 26, 1999, to
    September 30, 1999                                                   F-2

  Unaudited Consolidated Condensed Statement
    of Stockholders' Equity for the nine months
    ended September 30, 2000                                             F-3

  Unaudited Consolidated Condensed Statement
    of Cash Flows for the nine months ended
    September 30, 2000, and for the period from
    inception, February 26, 1999, to September 30,
    1999                                                                 F-4

  Selected Notes to Unaudited Consolidated
      Condensed Financial Statements                                     F-5


<PAGE>
<TABLE>
<CAPTION>
                                      BERENS INDUSTRIES, INC.
                               CONSOLIDATED CONDENSED BALANCE SHEET
                                            __________
                                            (UNAUDITED)


                                                                SEPTEMBER 30,    DECEMBER 31,
                                                                    2000            1999
        ASSETS                                                   (UNAUDITED)         NOTE
        ------                                                  --------------  ------------
<S>                                                             <C>             <C>
Current assets:
  Cash and cash equivalents                                     $      19,600   $    13,316
  Marketable equity securities                                         92,125             -
  Accounts receivable, trade                                          175,608         1,989
  Other receivables                                                    21,331             -
  Prepaid license fee                                                       -        69,300
                                                                --------------  ------------

    Total current assets                                              308,664        84,605

Property and equipment, net of accumulated
  depreciation of $6,210 and $1,618 at
  September 30, 2000 and December 31, 1999,
  respectively                                                         70,263         6,022
Loan costs, net                                                       513,490             -
Other assets                                                                -         1,259
                                                                --------------  ------------

      Total assets                                              $     892,417   $    91,886
                                                                ==============  ============


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------

Current liabilities:
  Note payable to bank                                          $     250,000   $   150,000
  Accounts payable                                                    173,271        18,025
  Accrued liabilities                                                  79,912        17,863
                                                                --------------  ------------

    Total current liabilities                                         503,183       185,888
                                                                --------------  ------------

Commitment and contingencies

Stockholders' equity (deficit):
  Common stock, $.001 par value, 20,000,000
    shares authorized, 20,901,380 and
    18,108,500 shares issued and outstanding
    at September 30, 2000 and December 31,
    1999, respectively                                                 20,901        18,108
  Additional paid-in capital                                       11,481,145     9,258,653
  Receivables from stockholders                                    (2,700,000)   (2,948,775)
  Losses accumulated during the development
    stage                                                          (8,412,812)   (6,421,988)
                                                                --------------  ------------

    Total stockholders' equity (deficit)                              389,234       (94,002)
                                                                --------------  ------------

      Total liabilities and stockholders'
        equity (deficit)                                        $     892,417   $    91,886
                                                                ==============  ============
</TABLE>


<PAGE>
Note:  The  balance sheet at December 31, 1999 has been derived from the audited
financial  statements  at  that date but does not include all of the information
and  footnotes required by generally accepted accounting principles for complete
financial  statements.  See  accompanying  notes.


                                       F-1
<TABLE>
<CAPTION>
BERENS  INDUSTRIES,  INC.
UNAUDITED  CONSOLIDATED  CONDENSED  STATEMENT  OF  OPERATIONS

                                         ___________
                                         (UNAUDITED)


                                                                                   INCEPTION,
                                     THREE  MONTHS  ENDED         NINE MONTHS     FEBRUARY 26,
                              ------------------------------         ENDED          1999, TO
                                        SEPTEMBER 30,             SEPTEMBER 30,   SEPTEMBER 30,
                                   2000             1999             2000            1999
                              ---------------  ---------------  ---------------  --------------
<S>                           <C>              <C>              <C>              <C>
Service revenue               $      184,720   $            -   $      299,879   $           -

Cost of services                     167,473                -          295,266               -
                              ---------------  ---------------  ---------------  --------------

  Gross margin                        17,247                -            4,613               -

Selling, general and
  administrative expenses            241,664          165,423          733,853         310,921
                              ---------------  ---------------  ---------------  --------------

Loss from operations                (224,417)        (165,423)        (729,240)       (310,921)
                              ---------------  ---------------  ---------------  --------------

Other income (expense):
  Other income                         1,132                -            3,487               -
  Unrealized loss on market-
    able equity securities          (131,420)               -         (131,420)              -
  Interest expense                  (361,466)               -       (1,133,651)              -
                              ---------------  ---------------  ---------------  --------------

    Other expense, net              (491,754)               -       (1,261,584)              -
                              ---------------  ---------------  ---------------  --------------

Net loss                      $     (716,171)  $     (165,423)      (1,990,824)  $    (310,921)
                              ===============  ===============  ===============  ==============

Basic and dilutive net loss
  per common share            $        (0.03)  $        (0.04)  $        (0.10)  $       (0.14)
                              ===============  ===============  ===============  ==============

Weighted average shares out-
  standing                        20,901,380        4,500,000       20,517,575       2,212,195
                              ===============  ===============  ===============  ==============
</TABLE>

                                   See accompanying notes.


                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                                                BERENS  INDUSTRIES,  INC.
                            UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
                                       FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000

                                                        ___________
                                                        (UNAUDITED)


                                                                                                  LOSSES
                                                                                               ACCUMULATED
                                             COMMON STOCK          ADDITIONAL    RECEIVABLE    DURING THE
                                       -------------------------    PAID-IN         FROM       DEVELOPMENT
                                          SHARES       AMOUNT       CAPITAL     STOCKHOLDERS      STAGE          TOTAL
                                       ------------  -----------  -----------  --------------  ------------  ------------
<S>                                    <C>           <C>          <C>          <C>             <C>           <C>
Balance at December 31, 1999             18,108,500  $    18,108  $ 9,258,653  $  (2,948,775)  $(6,421,988)  $   (94,002)

Proceeds from private placements of
  common stock, net of offering costs
  of $63,310                                759,280          759      438,926              -             -       439,685

Common stock issued as compensation
  to consultants                             33,600           34       33,566              -             -        33,600

Receipt of cash from stockholder
  under loan commitment                           -            -            -        248,775             -       248,775

Common stock issued to stockholders
  for loan guarantees                     2,000,000        2,000    1,748,000              -             -     1,750,000

Net loss                                          -            -            -              -    (1,990,824)   (1,990,824)
                                       ------------  -----------  -----------  --------------  ------------  ------------

Balance at September 30, 2000            20,901,380  $    20,901  $11,479,145  $  (2,700,000)  $(8,412,812)  $   387,234
                                       ============  ===========  ===========  ==============  ============  ============
</TABLE>

                                                See  accompanying  notes.


                                       F-3
<PAGE>
                          BERENS  INDUSTRIES,  INC.
            UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS

                                   ___________
                                   (UNAUDITED)

                                                                INCEPTION,
                                               NINE MONTHS     FEBRUARY 26,
                                                  ENDED          1999, TO
                                              SEPTEMBER 30,    SEPTEMBER 30,
                                                  2000             1999
                                             ---------------  --------------
Cash flows from operating activities:
  Net loss                                   $   (1,990,824)  $    (310,921)
  Adjustments to reconcile net loss
    to net cash used in operating
    activities                                    1,598,576         110,561
                                             ---------------  --------------

      Net cash used in operating activities        (392,248)       (200,360)
                                             ---------------  --------------

Cash flows from investing activities:
  Purchase of marketable equity securities         (223,545)              -
  Purchase of computers and equipment               (68,833)           (640)
  Collection of loan to stockholder                 (48,775)              -
                                             ---------------  --------------

      Net cash used in investing activities        (341,153)           (640)
                                             ---------------  --------------

Cash flows from financing activities:
  Proceeds from note payable to bank                100,000               -
  Net proceeds from sale of common stock            439,685         201,000
  Proceeds from subscriptions receivable
    from stockholder                                200,000               -
                                             ---------------  --------------

      Net cash provided by financing
        activities                                  739,685         201,000
                                             ---------------  --------------

Net increase in cash and cash equivalents             6,284               -

Cash and cash equivalents at beginning
  of period                                          13,316               -
                                             ---------------  --------------

Cash and cash equivalents at end of
  period                                     $       19,600   $           -
                                             ===============  ==============

                             See accompanying notes.


                                       F-4
<PAGE>
                             BERENS INDUSTRIES, INC.
               SELECTED NOTES TO UNAUDITED CONSOLIDATED CONDENSED
                              FINANCIAL STATEMENTS

                                   ___________
                                   (UNAUDITED)

1.   BASIS OF PRESENTATION
     ---------------------

     The accompanying  unaudited interim financial statements have been prepared
     in accordance with generally accepted  accounting  principles and the rules
     of the U.S.  Securities  and  Exchange  Commission,  and  should be read in
     conjunction  with  the  audited  financial  statements  and  notes  thereto
     contained in the Company's  Annual Report of Form 10-KSB for the year ended
     December  31,  1999.  In  the  opinion  of  management,   all  adjustments,
     consisting  of  normal   recurring   adjustments,   necessary  for  a  fair
     presentation  of financial  position and the results of operations  for the
     interim  periods  presented  have been  reflected  herein.  The  results of
     operations  for  interim  periods  are not  necessarily  indicative  of the
     results to be expected for the full year. Notes to the financial statements
     which would substantially duplicate the disclosure contained in the audited
     financial  statements  for the most recent  fiscal year ended  December 31,
     1999, as reported in the Form 10-KSB, have been omitted.


2.   GENERAL
     -------

     Effective June 15, 1999,  Berens  Industries,  Inc.  acquired  National Air
     Corporation  (together  the  "Company") in a  recapitalization  transaction
     accounted for similar to a reverse acquisition.  Berens Industries, Inc. is
     currently involved in the development of an online auction site for sale of
     exclusive paintings and other art works. During the second quarter of 2000,
     the  Company  generated   significant   revenue  from  its  operations  and
     transitioned from a development  stage enterprise to an operating  company.
     Prior to the second quarter of 2000, the Company  reported as a development
     stage  enterprise  because,  since  its  inception,  substantially  all its
     efforts  had  been  devoted  to  Web  site  development  and  fund  raising
     activities.


                                    Continued


                                       F-5
<PAGE>
                                    Continued
                             BERENS INDUSTRIES, INC.
               SELECTED NOTES TO UNAUDITED CONSOLIDATED CONDENSED
                         FINANCIAL STATEMENTS, CONTINUED

                                   ___________

                                   (UNAUDITED)

3.   COMPREHENSIVE INCOME
     --------------------

     The  Company  has  adopted  Statement  of  Financial  Accounting  Standards
     ("SFAS") No. 130, Reporting  Comprehensive Income, which requires a company
     to  display  an  amount  representing  comprehensive  income as part of the
     Company's basic financial  statements.  Comprehensive  income includes such
     items as unrealized  gains or losses on certain  investment  securities and
     certain foreign currency translation  adjustments.  The Company's financial
     statements   include   none  of  the   additional   elements   that  affect
     comprehensive income. Accordingly,  comprehensive income and net income are
     identical.


4.   ESTIMATES
     ---------

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosures  of  contingent  assets  or  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.


5.   NOTE PAYABLE TO BANK
     --------------------

     Effective  July 1, 2000 the Company's  revolving line of credit with a bank
     was extended for six months to December 31, 2000.  The note bears  interest
     at the bank's  prime rate (9.0% at  September  30, 2000) plus 2.0% per year
     and   is    collateralized   by   the   guarantees   of   certain   primary
     stockholders/officers  of the  Company.  In order to obtain  the  continued
     guarantee of the  stockholders/officers  of the Company, the Company issued
     such guarantors a total of 1,000,000  shares of the Company's  common stock
     at July 1, 2000.  The value of such  shares was $0.875 per share based upon
     the  quoted  market  price  at the  date of the  guarantee.  The  resulting
     $875,000 loan cost is shown as an asset and is being  amortized,  using the
     interest method,  through December 31, 2000. The remaining unamortized loan
     cost of $513,490 at September 30, 2000 is presented in  non-current  assets
     in the accompanying unaudited consolidated condensed balance sheet.


                                    Continued


                                       F-6
<PAGE>
                             BERENS INDUSTRIES, INC.
               SELECTED NOTES TO UNAUDITED CONSOLIDATED CONDENSED
                         FINANCIAL STATEMENTS, CONTINUED

                                   ___________
                                   (UNAUDITED)

6.   INCOME TAX
     ----------

     The  difference  between  the  Federal  statutory  income  tax rate and the
     Company's effective income tax rate is primarily  attributable to increases
     in valuation  allowances for deferred tax assets  relating to net operating
     losses.


<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

     This  Management's Discussion and Analysis as of September 30, 2000 and for
the  three  and  nine-month  periods ended September 30, 2000 and 1999 should be
read  in  conjunction  with  the  unaudited  condensed  consolidated  financial
statements  and  notes  thereto  set  forth  in  Item  1  of  this  report.

     The  information  in  this  discussion  contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.  Such statements
are  based  upon current expectations that involve risks and uncertainties.  Any
statements  contained  herein that are not statements of historical facts may be
deemed  to  be  forward-looking  statements.  For example, words such as, "may,"
"will,"  "should," "estimates," "predicts," "potential," "continue," "strategy,"
"believes,"  "anticipates,"  "plans,"  "expects,"  "intends,"  and  similar
expressions  are  intended  to  identify forward-looking statements.  Our actual
results  and  the  timing  of  certain  events may differ significantly from the
results discussed in the forward-looking statement.  Factors that might cause or
contribute  to  such  a  discrepancy  include,  but are not limited to the risks
discussed in our other SEC filings, including those in our annual report on Form
10-KSB  for  the year ended December 31, 1999.  These forward-looking statements
speak  only  as  of  the  date  hereof.  We expressly disclaim any obligation or
undertaking  to release publicly any updates or revisions to any forward-looking
statements  contained  herein  to  reflect  any  change in our expectations with
regard thereto or any change in events, conditions or circumstances on which any
such  statement  is  based.

GENERAL

     We  are  a  Nevada  corporation  involved  in  the development of an online
auction  site  for exclusive paintings and other art works.  We are considered a
development  stage  enterprise  because  we  have  not yet generated significant
revenue  from our primary business operations.  Since inception, we have devoted
substantially  all  of  our efforts to website development activities and to the
search  for  sources  of  capital  to  fund  our  efforts.

     On  June  15,  1999,  National  Air  Corporation  acquired  us  in  a
recapitalization  transaction  accounted  for  similar to a reverse acquisition,
except  that  no  goodwill  was  recorded.  National  Air  Corporation  was  the
"acquired"  company  in the transaction, but remains the surviving legal entity.
Prior  to  the  acquisition, National Air Corporation was a non-operating public
shell  corporation with no significant assets.  Accordingly, the transaction was
treated  as  an  issuance  of  stock  by  us  for National Air Corporation's net
monetary  assets,  accompanied  by  a recapitalization.  In connection with this
transaction,  we  issued  3,755,745  shares  of common stock in exchange for all
outstanding  shares of National Air Corporation.  Since this transaction was, in
substance,  a  recapitalization  of  and  not  a  business combination, proforma
information  is  not presented and a valuation of our company was not performed.

     During  the  three-month  period  ended  September  30,  2000, we generated
$184,720  in  revenue  from  our  operations,  however,  we  may  not  generate
significant  revenue  during  the  remainder  of  2000  because  we  plan to use
substantially  all  our resources for further development of our markets and for
further  improvements  to  our  website  operations.

     We  have  a limited operating history on which to base an evaluation of our
business and prospects.  Our prospects must be considered in light of the risks,
expenses  and  difficulties  frequently  encountered by companies in their early
stages  of  development,  particularly  companies  in  new  and rapidly evolving
markets  such  as  online  commerce.  We  will  encounter  various  risks  in
implementing  and  executing our business strategy.  We can provide no assurance
that  we  will  be successful in addressing such risks, and the failure to do so
could  have  a  material  adverse  effect  on  our  business.

RESULTS  OF  OPERATIONS

     During  the  nine  months  ended  September  30, 2000, we generated service
revenue of $299,879 from website hosting activities and made the transition from
a  development  stage  enterprise  to  an  operating  company.  Following  is  a
description  of  the  results  of  our  operations.


<PAGE>
THREE  MONTHS  ENDED  SEPTEMBER  30,  2000  COMPARED  TO  THE THREE MONTHS ENDED
--------------------------------------------------------------------------------
SEPTEMBER  30,  1999
--------------------

     During  the  three  months  ended  September  30, 2000, we began generating
revenues  from  website  hosting  activities  and those revenues account for the
entire  increase  of  $184,720  in  the three months ended September 30, 2000 as
compared  to  the  three  months  ended  September  30,  1999.

     Selling,  general  and  administrative expenses increased by $76,241 in the
three  months  ended  September  30,  2000 as compared to the three months ended
September  30,  1999.  This  increase  was  due to increases in staff, reporting
costs,  telephone  and  utilities  costs,  and a significant overall increase in
corporate  activity.

     Interest  expense  was $366,466 during the three months ended September 30,
2000,  as  compared  to zero for the three months ended September 30, 1999.  The
substantial  increase  was due to the use of debt financing in the third quarter
of  2000  that was not used in 1999.  The Company issued 1,000,000 shares of its
common stock to officers/stockholders of the Company for their guarantees of the
Company's  bank  line of credit.  The value of such shares is being amortized as
interest  expense  over  the  term  of  the line of credit and such amortization
accounts  for  the  increase  in  interest  expense.

NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
--------------------------------------------------------------------------------
30,  1999
---------

     During  the  nine  months  ended  September  30,  2000, we began generating
revenues  from  website  hosting  activities  and those revenues account for the
entire  increase  of  $299,879  in  the  nine months ended September 30, 2000 as
compared  to  the  nine  months  ended  September  30,  1999.

     Selling,  general  and administrative expenses increased by $422,932 in the
nine  months  ended  September  30,  2000  as  compared to the nine months ended
September  30,  1999.  This  increase  was  due to increases in staff, moving to
larger  quarters,  lease  of additional computer services (bandwidth), reporting
costs,  telephone  and  utilities  costs  and  a significant overall increase in
corporate  activity.

     Interest  expense was $1,133,651 during the nine months ended September 30,
2000,  as  compared  to  zero for the nine months ended September 30, 1999.  The
substantial  increase  was due to the use of debt financing in 2000 that was not
used  in  1999.  The  Company  issued  2,000,000  shares  of its common stock to
officers/stockholders  of  the  Company  during 2000 for their guarantees of the
Company's  bank  line of credit.  The value of such shares is being amortized as
interest  expense  over  the  term  of  the line of credit and such amortization
accounts  for  the  increase  in  interest  expense.

PLAN  OF  OPERATIONS,  LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  September  30,  2000,  we  had an accumulated deficit of $8,412,812
incurred  entirely  in  1999  and  the  first  nine months of 2000 and funded by
paid-in  capital,  debt,  and  use  of  our  common  stock  in acquisitions.  At
September 30, 2000, we also had cash and cash equivalents of $19,600.  We do not
expect  to make any major capital expenditures in the foreseeable future, but we
do  expect  that  operating  losses  will  continue  until  such time as website
operations  generate  sufficient revenues to fund our continuing operations, and
we  cannot  be  sure  when  or  if  that  will  occur.

     We have financed our operations mainly through the sale of our common stock
and  we  have  been  entirely  dependent  on  outside  sources  of financing for
continuation of our operations.  During the nine months ended September 30, 2000
we raised approximately $439,685 in net proceeds from a private placement of our
common stock.  Our acquisition of Artmovement.com for $8,263,157 on December 31,
1999 was designed to give us a platform for better market penetration and access
to  additional  capital.

     As  part  of  our  acquisition  of  Artmovement,  we  obtained a $3,000,000
non-recourse  receivable  owed to Artmovement, of which $100,000 was received in
1999  and  $200,000 in the first half of 2000.  As of September 30, the original
debtor  terminated  the remaining portion of the receivable. During the quarter,
the  majority shareholder of the Company agreed to assume the obligations of the
debtor  for  the  remaining $2,700,000 subscription receivable for an additional
period  of  one  year  to  provide  the  funding.

     Based  on  our  current  plan  of  operation we anticipate that our monthly
operating  expenditures will increase and will average approximately $63,000 per
month for the next twelve months.  Operating expenditures include administrative
expenses, web site development, and professional fees.  These amounts are merely
estimates,  and  we  can  provide no assurance that unexpected expenses will not
shorten  the  period  of  time  within  which  our  funds  may  be  utilized.

     At  the  present  time,  we  do  not  have  sufficient  funding to continue
operations  through the remainder of fiscal year 2000, and we are in the process
of  seeking  additional funding, but have no commitments for any funding at this
time.  If  we are not able to raise additional funding, we may have to limit our
operations  to  an extent that we cannot presently determine.  The effect on our
business  may  include  the  sale  of  our  assets,  the curtailment of business


<PAGE>
operations,  or  the  cessation  of  business  operations.  Currently, we do not
generate  significant  revenues  from  the  services  that we provide and do not
expect to generate significant revenues for the foreseeable future.  Although we
have  no  commitments  for  capital,  we  may  raise  additional  funds through:

-     public  offerings  of  equity  securities  or  convertible  debt,

-     private  offerings  of  equity  or  debt  securities,  or

-     other  sources.

     Stockholders should assume that any additional funding that we obtain would
cause  substantial  dilution  to  current  stockholders.  In addition, we may be
unable  to  raise  additional  funds  on  favorable  terms,  if  at  all.

     Our  capital  requirements  will  depend on numerous factors, including our
website  development  and marketing efforts and the economic impact of competing
websites.  Our  ability  to  achieve profitability will depend on our ability to
successfully  make  the  transformation from a development stage enterprise to a
commercially viable Internet business.  We can make no assurance that we will be
able  to  successfully  make  that  transition.

     The  report from our independent accountants, included in our Annual Report
on  Form  10-KSB, includes an explanatory paragraph, which describes substantial
doubt  concerning our ability to continue as a going concern, without continuing
additional  contributions  to  capital.  We may incur losses for the foreseeable
future  due  to  the  significant  costs associated with website development and
marketing activities which will be necessary for successful commercialization of
Artmovement.com.  See "Financial Statements - Report of Independent Accountants"
included  in  our  annual  report on Form 10-KSB for the year ended December 31,
1999.


<PAGE>
                                    PART  II

     Pursuant  to  the  Instructions to Part II of the Form 10-QSB, Items 1, and
3-5  are  omitted.

ITEM  2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

     The following information sets forth certain information for all securities
we  issued  during  the  quarter  ended September 30, 2000, without registration
under  the  Act,  excluding  any information "previously reported" as defined in
Rule  12b-2  of the Securities Exchange Act of 1934.  There were no underwriters
in  any  of  these  transactions,  nor  were any sales commissions paid thereon.

     During the quarter ended September 30, 2000, we issued one of our customers
an  option to purchase 1,000,000 shares of our common stock at an exercise price
of  $.25 per share, in connection with a strategic business venture.  We believe
this  transaction  was  exempt from registration pursuant to Section 4(2) of the
Act,  as  the  issuance  was  to  an  accredited  investor.

ITEM  6.          EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)          The following exhibits are to be filed as part of this Form 10-QSB:

EXHIBIT  NO.          IDENTIFICATION  OF  EXHIBIT

Exhibit  27.1          Financial  Data  Schedule
____________________

(b)     Reports  on  Form  8-K.

        None.


<PAGE>
                                   SIGNATURES
                                   ----------


     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons on behalf of the undersigned, thereunto duly authorized.


                              Berens  Industries,  Inc.




Date:  November  20,  2000    /S/ Marc I. Berens
                              ---------------------------------------
                              Marc I. Berens, Chief Executive Officer
                              and  principal financial officer



<PAGE>