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  June  30,  2001

[ ]  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 Identification No.)
Incorporation or Organization)


701  North  Post  Oak,  Road,  Suite  630,  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  August 1,  2001  registrant  had  26,143,495  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 SIX MONTHS ENDED JUNE 30, 2001 AND 2000


                                      F-1
<PAGE>
                             BERENS INDUSTRIES, INC.
                                TABLE OF CONTENTS
                                   __________

                                                                            PAGE
                                                                            ----

Unaudited  Consolidated  Condensed  Financial
  Statements:

  Unaudited  Consolidated  Condensed  Balance
    Sheet  as  of  June  30,  2001  and  December  31,
    2000                                                                    F-3

  Unaudited  Consolidated  Condensed  Statement  of
    Operations  for  the  three  months  and  six
    months  ended  June  30,  2001  and  2000                               F-4

  Unaudited  Consolidated  Condensed  Statement  of
    Stockholders'  Equity  for  the  six  months
    ended  June  30,  2001                                                  F-5

  Unaudited  Consolidated  Condensed  Statement  of
    Cash  Flows  for  the  six  months  ended  June  30,
    2001  and  2000                                                         F-6

Notes  to  Unaudited  Consolidated  Condensed
  Financial  Statements                                                     F-7


                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                             BERENS INDUSTRIES, INC.
                 UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEET
                                   __________

                                               JUNE 30,       DECEMBER 31,
                                                 2001            2000
     ASSETS                                   (UNAUDITED)       (NOTE)
     ------                                  --------------  ------------
<S>                                          <C>             <C>
Current assets:
  Cash and cash equivalents                  $       4,553   $    23,968
                                             --------------  ------------

    Total current assets                             4,553        23,968

Property and equipment, net of accum-
  ulated depreciation of $44,565 and
  $18,352 at June 30, 2001 and
  December 31, 2000, respectively                  132,577       157,527
                                             --------------  ------------

      Total assets                           $     137,130   $   181,495
                                             ==============  ============


LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------

Current liabilities:
  Note payable to bank                       $           -   $   250,000
  Note payable to a related party                   32,000             -
  Accounts payable                                 256,774       240,424
  Accrued liabilities                              157,257       114,258
                                             --------------  ------------

    Total current liabilities                      446,031       604,682
                                             --------------  ------------

Commitment and contingencies

Stockholders' deficit:
  Common stock, $.001 par value, 50,000,000
    shares authorized, 25,910,994 and
    24,229,355 shares issued and outstand-
    ing at June 30, 2001 and December 31,
    2000, respectively                              25,911        24,229
  Additional paid-in capital                    10,260,020     9,945,487
  Receivables from stockholders                   (350,000)     (500,848)
  Accumulated deficit                          (10,244,832)   (9,892,055)
                                             --------------  ------------

    Total stockholders' deficit                   (308,901)     (423,187)
                                             --------------  ------------

      Total liabilities and stockholders'
        deficit                              $     137,130   $   181,495
                                             ==============  ============
</TABLE>


Note:  The  balance sheet at December 31, 2000 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-3
<PAGE>
<TABLE>
<CAPTION>
                            BERENS INDUSTRIES, INC.
            UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                                   __________

                          THREE MONTHS ENDED JUNE 30,   SIX MONTHS ENDED JUNE 30,
                           --------------------------  --------------------------
                               2001          2000          2001          2000
                           ------------  ------------  ------------  ------------
<S>                        <C>           <C>           <C>           <C>
Service revenue            $     4,017   $   102,608   $    15,595   $   115,159

Cost of services                13,765        13,824        53,440        15,515
                           ------------  ------------  ------------  ------------

  Gross margin                  (9,748)       88,784       (37,845)      (99,644)

Selling, general and
  administrative expenses      167,261       405,223       330,932       604,467
                           ------------  ------------  ------------  ------------

Loss from operations          (177,009)     (316,439)     (368,777)     (504,823)

Other income                    16,000             -        16,000             -

Interest expense, net             -            4,631          -            4,631
                           ------------  ------------  ------------  ------------

Net loss                   $  (161,009)  $  (321,070)  $  (352,777)  $  (509,454)
                           ============  ============  ============  ============

Basic and dilutive net
  loss per common share    $     (0.01)  $     (0.02)  $     (0.01)  $     (0.03)
                           ============  ============  ============  ============

Weighted average shares
  outstanding               25,287,623    18,901,380    25,207,267    18,825,673
                           ============  ============  ============  ============
</TABLE>


                             See accompanying notes.

                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                     BERENS INDUSTRIES, INC.
                UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                               FOR THE SIX MONTHS ENDED MARCH 31, 2001
                                             __________

                                    COMMON  STOCK      ADDITIONAL   RECEIVABLE
                                --------------------    PAID-IN        FROM       ACCUMULATED
                                  SHARES     AMOUNT      CAPITAL    STOCKHOLDERS    DEFICIT       TOTAL
------------------------------  ----------  --------  -------------  ----------  -------------  ----------
<S>                             <C>         <C>       <C>            <C>         <C>            <C>
Balance at December 31, 2000    24,229,355  $ 24,229  $   9,945,487  $(500,848)  $ (9,892,055)  $(423,187)

Collection of receivables from
  stockholders                           -         -              -     45,008              -      45,008

Common stock issued as
  compensation                   1,681,639     1,682        170,373          -              -     172,055

Note payable to a bank assumed
  by a stockholder in payment
  of an account receivable and
  as a contribution to addi-
  tional paid-in capital                 -         -        144,160    105,840              -     250,000

Net loss                                 -         -              -          -       (352,777)   (352,777)
                                ----------  --------  -------------  ----------  -------------  ----------

Balance at March 31, 2000       25,910,994  $ 25,911  $  10,260,020  $(350,000)  $(10,244,832)  $(308,901)
                                ==========  ========  =============  ==========  =============  ==========
</TABLE>


                            See accompanying notes.

                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                            BERENS INDUSTRIES, INC.
            UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                                   __________

                                       SIX MONTHS ENDED JUNE 30,
                                        ----------  ----------
                                           2001        2000
                                        ----------  ----------
<S>                                     <C>         <C>
Cash flows from operating activities:
  Net loss                              $(352,777)  $(509,454)
  Adjustments to reconcile net loss
    to net cash used in operating
    activities                            256,354     312,229
                                        ----------  ----------

        Net cash used in operating
          activities                      (96,423)   (197,225)
                                        ----------  ----------

Cash flows from investing activities:
  Purchase of computers and equipment           -     (14,496)
  Loan to stockholder                           -     (48,775)
                                        ----------  ----------

        Net cash used in investing
          activities                            -     (63,271)
                                        ----------  ----------

Cash flows from financing activities:
  Proceeds from note payable to bank            -     150,000
  Repayment of note payable to bank             -    (150,000)
  Proceeds from note payable to a
    related party                          32,000           -
  Proceeds from sale of common stock
    and other capital contributions             -     439,685
  Collection of receivable from
    stockholder                            45,008     200,000
                                        ----------  ----------

        Net cash provided by financing
          activities                       77,008     639,685
                                        ----------  ----------

Net increase (decrease) in cash and
  cash equivalents                        (19,415)    379,189

Cash and cash equivalents at
  beginning of period                      23,968      13,316
                                        ----------  ----------

Cash and cash equivalents at end of
  period                                $   4,553   $ 392,505
                                        ==========  ==========
</TABLE>

                             See accompanying notes.

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

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,  2000.  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,  2000,  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.


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.

                                    Continued

                                       F-7
<PAGE>
                             BERENS INDUSTRIES, INC.
                    NOTES TO UNAUDITED CONSOLIDATED CONDENSED
                         FINANCIAL STATEMENTS, CONTINUED
                                   __________


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.     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.


6.     RELATED  PARTY  TRANSACTIONS
       ----------------------------

       During  the  quarter  ended  March  31,  2000, a major stockholder of the
       Company assumed a $250,000 bank note in payment of a $105,840 stockholder
       receivable and as a contribution to additional paid-in capital. Effective
       July  19,  2000,  the  major stockholder returned 7,000,000 shares of the
       Company's  common  stock  to  treasury  for  cancellation  of  a $350,000
       subscription  receivable  in  connection  with the Solis Transaction (See
       Note  7).

       During  the  quarter ended June 30, 2000, the Company provided investment
       consulting  services  to  an affiliate and received fees totaling $16,000
       based on the performance of the investments. Such fees are shown as other
       income  in  the  accompanying  consolidated  condensed  statement  of
       operations.


7.     SUBSEQUENT  EVENT  -  BUSINESS  COMBINATION  WITH  SOLIS  COMMUNICATIONS
       ------------------------------------------------------------------------
       CORPORATION
       -----------

       Effective  July  19,  2001,  the  Company  entered  into a stock exchange
       agreement  under  which  the  Company  agreed  to  merge  with  Solis
       Communications  Corporation  in  a  reverse  acquisition  (the  "Solis
       Transaction")  in  which  Solis  is  the  ultimate  acquirer.


                                       F-8
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

     This  Management's Discussion and Analysis for the three-month period as of
June  30, 2001 and for the six-month periods ended June 30, 2001 and 2000 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, 2000. 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 that has been involved in the development of an
online  auction  site  for  exclusive  paintings  and  other art works. We are a
development  stage  enterprise because we have not generated significant revenue
from  our  business  operations and because substantially all of our efforts are
focused  on  website  development  activities  and  to the search for sources of
capital  to  fund our efforts. In 2000, we began generating revenue from website
hosting  activities.

     On  June  15,  1999,  we  were  acquired  by  National Air Corporation in a
recapitalization  transaction  accounted  for  similar  to a reverse acquisition
without  recognition  of  goodwill.  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,  and  not a business combination, proforma information was not
presented  and  a  valuation  of  our  company  was  not  performed.

     During  the  three-month period ended June 30, 2001, we generated $4,017 in
revenue  from  our  operations. The majority of our revenues were generated from
website  hosting  activities. We do not feel that this activity will sustain our
business  because  low revenues and related liquidity problems have caused us to
curtail  our website hosting operations. We have developed what we believe to be
useful  Internet  technologies  that  we hope to commercialize or sell to assist
with  our current liquidity problems, but the success or commercial viability of
those  technologies  is  not  assured.


<PAGE>
     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 the new and rapidly evolving
markets of online commerce. We have and will continue to 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  serious  adverse  effect  on  our  business.

RESULTS  OF  OPERATIONS

     During  the six months ended June 30, 2001, we generated service revenue of
$15,595  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.

THREE MONTHS ENDED JUNE 30, 2001 COMPARED WITH  THE THREE MONTHS ENDED JUNE 30 ,
--------------------------------------------------------------------------------
2000
----

     During  the three months ended June 30, 2001, service revenues from website
hosting  activities decreased $98,591 in the three months ended June 30, 2001 as
compared  to  the  three  months  ended  June 30, 2000. This decrease was due to
downturns  in  the  business  cycle

     Selling,  general  and administrative expenses decreased by $237,962 in the
three  months ended June 30, 2001 as compared to the three months ended June 30,
2000.  This  decrease  was  due  to  a significant overall decrease in corporate
activity.

SIX  MONTHS  ENDED  JUNE  30, 2001 COMPARED WITH  THE SIX MONTHS ENDED JUNE 30 ,
--------------------------------------------------------------------------------
2000
----

     During  the  six  months ended June 30, 2001, service revenues from website
hosting  activities  decreased  $99,564 in the six months ended June 30, 2001 as
compared  to  the  six  months  ended  June  30,  2000. This decrease was due to
downturns  in  the  business  cycle

     Selling,  general  and administrative expenses decreased by $273,535 in the
six  months  ended  June  30,  2001 as compared to the six months ended June 30,
2000.  This  decrease  was  due  to  a significant overall decrease in corporate
activity.

PLAN  OF  OPERATIONS,  LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of June 30, 2001, we had an accumulated deficit of $10,244,832 incurred
since  inception,  and  funded  by  paid-in capital, debt, and use of our common
stock  in  acquisitions. At June 30, 2001, we also had cash and cash equivalents
of  $4,553.  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 three months ended June 30, 2001, we
generated  advisory  fees  from  an  affiliate in the amount of $16,000 which we
recorded  as  other  income.

     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.


<PAGE>
     Based  on  our  current  plan  of  operation we anticipate that our monthly
operating  expenditures will increase and will average approximately $30,000 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.

     We  have  reduced  our  operating  budget  accordingly so that we will have
enough  cash  to  operate through June 2001. We have reduced our expenditures on
marketing  and  business development, and are operating at a level significantly
below  that required to fully execute our business plan. By operating under such
a  restricted  budget, we may not be able to proceed with our long-term business
plan  and marketing strategy as originally intended. We will continue to operate
on  a  reduced  budget  until  we raise additional funds to execute our business
plan.

     In  April  2001,  we entered into a letter of intent with Crescent Services
Corporation ("Crescent") to acquire certain assets in exchange for $150,000 cash
consideration.  In  connection with the agreement to acquire the assets, we will
perform  a  5-for-1  reverse  stock split, and issue convertible preferred stock
which  is  convertible  into  approximately  90%  of  the  post-split  shares of
outstanding  common  stock, we will issue in exchange for $600,000 cash and cash
equivalents.

SUBSEQUENT  EVENTS

     On  July  23,  2001,  we  entered  into a Stock Exchange Agreement with the
shareholders  of  Solis  Communications,  Inc.  ("Solis").  Solis  is  a  Texas
corporation  that  is  in  the  co-location  hosting  and  connectivity  systems
business.  Solis  was originally founded by Robert E. Davis to capitalize on the
telecommunications'  industry  economic  downturn  by  providing  affordable
co-location  facilities  to  Internet  service  providers.

     Pursuant to the Stock Exchange Agreement, we acquired all of the issued and
outstanding  shares  of  Solis Communications, Inc., which became a wholly-owned
subsidiary.  In exchange, we issued an aggregate of 600 shares of our new Series
A Convertible Non-Redeemable Preferred Stock to the three shareholders of Solis,
who  were  Robert  E.  Davis,  Jeff  Olexa  and  Manfred  Sternberg.  On a fully
convertible  basis,  the  former  shareholders  of  Solis  beneficially  own  an
aggregate  of  approximately 140,000,000 shares of our common stock. Each of the
three  former  shareholders  of  Solis  directly  own 200 shares of our Series A
Preferred  Stock  at  this  time.

     Each  share  of  the  Series  A Preferred Stock is convertible into 233,333
shares  of  Common  Stock (on a post-split basis) at the option of Solis. If all
600  shares  of  Series  A Preferred Stock is converted into Common Stock, Solis
will  receive  28,000,000  shares  of  Common  Stock (on a post-split basis), or
approximately  88.1%  of  the  outstanding  Common Stock. The Series A Preferred
Stock  shall  not  receive  dividends.

     Of  the $600,000 received from the sale of the Series A Preferred Stock, we
intend  to  use  $150,000  to  purchase  certain  assets  of  Crescent  Services
Corporation ("Crescent"), a Houston, Texas based company that provides broadband
and  wireless  services.  An  involuntary  petition  under Chapter 7 of the U.S.
Bankruptcy  Code  ("Code")  was  filed  against  Crescent in the U.S. Bankruptcy
Court  in  the Southern District of Texas Crescent in January 2001.  In February
2001,  Crescent  converted  the case to a voluntary petition under Chapter 11 of
the  Code.  We  intend  to  use  the  remaining  $450,000  for  working capital.

     Concurrently  with the investment by Solis, Yolana Partnership, Ltd., which
beneficially  owns 16,400,000 shares of Common Stock (on a pre-split basis), has
agreed  to:  (1)  cancel  7,000,000  shares  of Common Stock in exchange for the
canceling  a  subscription receivable for $350,000; (2) lock-up 7,400,000 shares
of  Company  common stock until June 30, 2002, unless a change of control occurs
prior  thereto  in which case the 7,400,000 shares will be released immediately;
and  (3) place 2,000,000 shares of Common Stock in escrow, which shares shall be
released  to  the Yolana Partnership on a pro-rata basis upon the Company paying
off  approximately  $150,000  in liabilities with funds raised in future private
placement offerings. If the $150,000 in liabilities are not paid off on or about
December 31, 2001, any of the 2,000,000 shares which have not been released from
escrow  to  the  Yolana  Partnership  shall  be  returned  to Berens Industries.


<PAGE>
     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 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,
2000.


<PAGE>
                                     PART B

Pursuant to the Instructions to Part II of the Form 10-QSB, Items 1, and 3-S 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 June 30, 2001, 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 ending June 30, 2001, we issued to our chief executive
officer  and  our  chief  technical  officer, 556,600 shares of common stock for
services  rendered,  and 75,000 shares of common stock for services rendered. We
believe  the transactions were exempt from registration pursuant to Section 4(2)
of  the Securities Act, as both officers are accredited investors, and since the
transactions  were  non-recurring  and  privately  negotiated.

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:  August 13, 2001                   /s/  Manfred Sternberg
                                         ---------------------------------------
                                         Manfred Sternberg, Chief Executive
                                         Officer and Principal Financial Officer


<PAGE>