SC 13D 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 BERENS INDUSTRIES, INC. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 083687-10-3 (CUSIP Number) Manfred Sternberg 701 N. Post Oak Rd., Suite 630, Houston, Texas 77024, (713) 682-7400 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) July 23, 2001 (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 that is the subject of this Schedule 13D and is filing this schedule because of ''240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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 '240,13d-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). CUSIP No. 083687-10-3 Page 2 of 6 (1) Name of Reporting Person and IRS Identification No. of Above Person: Manfred Sternberg (2) Check the Appropriate Box if a Member of a Group (See Instructions). (a) [ ] (b) [ ] (3) SEC Use Only (4) Source of Funds (See Instructions) OO (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 (7) Sole Voting Power of 10,897,251 Shares Bene- ficially (8) Shared Voting Power Owned -0- by Each Report- (9) Sole Dispositive Power ing 10,897,251 Person With: (10) Shared Dispositive Power -0- (11) Aggregate Amount Owned by Each Reporting Person 10,897,251 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] CUSIP No. 083687-10-3 Page 3 of 6 (13) Percent of Class Represented by Amount if Row (11) 37.1% (14) Type of Reporting Person IN Please note: Berens Industries, Inc. ("Berens") is the issuer. Berens does not have enough authorized common stock at this time to effect a conversion of its Series A Preferred Stock that is held by Mr. Sternberg. Berens has reported that it will effect a 1:5 reverse split of its common shares and Series A Preferred Stock on or shortly after ten days after September 4, 2001, pursuant to a shareholder consent. At that time, Berens will have enough common stock to convert its Series A Preferred Stock, if Mr. Sternberg desires to convert. Until the time that Berens effects the1:5 reverse split of its common shares, Mr. Sternberg is reporting as beneficial ownership of common stock, his memo allocation of 10,285,501 shares of common stock, which is one-third of the currently authorized and unissued common stock available for the conversion of his Series A Preferred Stock, and his direct holdings of common stock is 611,750 shares of common stock. CUSIP No. 083687-10-3 Page 4 of 6 ITEM 1 Security and Issuer This Schedule 13D is being filed with respect to shares of common stock, par value $0.001 per share, of Berens Industries, Inc., whose address is 701 N. Post Oak Rd., Suite 630, Houston, Texas 77024. ITEM 2. Identity and Background (a) Manfred Sternberg. (b) Business address: 701 N. Post Oak Rd., Suite 630, Houston, Texas 77024. (c) Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of Berens Industries, Inc., 701 N. Post Oak Rd., Suite 630, Houston, Texas 77024. (d) Mr. Sternberg has not, during the last five years, been convicted in a criminal proceeding (excluding minor traffic violations or similar misdemeanors). (e) Mr. Sternberg has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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. (f) Mr. Sternberg is a citizen of the United States of America. ITEM 3. Source and Amount of Funds or Other Consideration On July 23, 2001, Berens and Mr. Sternberg entered into a Stock Exchange Agreement (the "Transaction") which provided for the acquisition by Berens of Mr. Sternberg's shares of Solis Communications, Inc. in exchange for 200 shares of Berens Series A Preferred Stock. Berens does not have enough authorized common stock at this time to effect a conversion of its Series A Preferred Stock that is held by Mr. Sternberg. Berens has reported that it will effect a 1:5 reverse split of its common shares and Series A Preferred Stock on or shortly after ten days after September 4, 2001, pursuant to a shareholder consent. At that time, Berens will have enough common stock to convert its Series A Preferred Stock, if Mr. Sternberg desires to convert. Until the time that Berens effects the1:5 reverse split of its common shares, Mr. Sternberg is reporting as beneficial ownership of common stock, his memo allocation of 10,285,501 shares of common stock, which is one-third of the currently authorized and unissued common stock available for the conversion of his Series A Preferred Stock, and his direct holdings of common stock is 611,750 shares of common stock. CUSIP No. 083687-10-3 Page 5 of 6 ITEM 4. Purpose of Transaction Mr. Sternberg made this Transaction as an investment in an industry in which Mr. Sternberg has invested in the past. As a result of the Transaction, Mr. Sternberg was appointed as the Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of Berens. (a) Mr. Sternberg may, from time to time, acquire additional securities of Berens for investment purposes. In connection with Mr. Sternberg's position as an executive officer of Berens, he could receive as compensation, stock and options to acquire shares of common stock of Berens. (b) Mr. Sternberg has no present plans or proposals for an extraordinary corporate transaction involving Berens. (c) Mr. Sternberg has no present plans or proposals involving the sale or transfer of a material amount of assets of Berens or any of its subsidiaries. (d) Mr. Sternberg has no present plans or proposals involving any change in the present board of directors or management of Berens, nor any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board. In connection with the Transaction, Mr. Sternberg was appointed as the Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of Berens. On July 23, 2001, a majority of shareholders of Berens, including Mr. Sternberg, by consent, elected Mr. Sternberg as a Director and Mr. Sternberg expects to take office as a Director of Berens on or about September 24, 2001. (e) Mr. Sternberg has no present plans or proposals for a material change in the present capitalization or dividend policy of Berens. (f) Mr. Sternberg has no present plans or proposals for a material change in Berens business or corporate structure. (g) Mr. Sternberg has no present plans or proposals for changes in Berens charter or bylaws, or instruments corresponding thereto or other actions that may impede the acquisition of control of Berens by any person. (h) Mr. Sternberg has no present plans or proposals for causing a class of securities of Berens to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association. (i) Mr. Sternberg has no present plans or proposals for a class of securities of Berens becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act. (j) Mr. Sternberg has no present plans or proposals for any actions similar to those enumerated above. CUSIP No. 083687-10-3 Page 6 of 6 ITEM 5. Interest in Securities of the Issuer (a) Berens does not have enough authorized common stock at this time to effect a conversion of its Series A Preferred Stock that is held by Mr. Sternberg. Berens has reported that it will effect a 1:5 reverse split of its common shares and Series A Preferred Stock on or shortly after ten days after September 4, 2001, pursuant to a shareholder consent. At that time, Berens will have enough common stock to convert its Series A Preferred Stock, if Mr. Sternberg desires to convertUntil the time that Berens effects the1:5 reverse split of its common shares, Mr. Sternberg is reporting as beneficial ownership of common stock, his memo allocation of 10,285,501 shares of common stock, which is one-third of the currently authorized and unissued common stock available for the conversion of his Series A Preferred Stock, and his direct holdings of common stock is 611,750 shares of common stock. Each share of Series A Preferred Stock is convertible into 233,975 shares of common stock. On a pro forma basis, and after the reverse split, Mr. Sternberg would be the beneficial owner of 9,359,000 shares of common stock related to his Series A Preferred Stock, and the 122,350 shares of common stock he presently owns. These beneficial holdings, totaling 9,481,350 shares of common stock, would represent 71.9% of the outstanding common stock of Berens on a pro forma post-reverse-split basis. (b) Mr. Sternberg has sole voting and dispositive power for all of the 10,897,251 shares of common stock of Berens that he beneficially owns at this time. (c) Mr. Sternberg has not made any transactions in Berens common stock during the past sixty days, other than as described herein. (d) Other than Mr. Sternberg, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Mr. Sternberg's holdings in Berens. (e) Not applicable. ITEM 6. Contract, Agreements, Understandings or Relationships with Respect to Securities of the Issuer On July 23, 2001, Berens and Mr. Sternberg entered into a Stock Exchange which provided for the acquisition by Berens of Mr. Sternberg's shares of Solis Communications, Inc. in exchange for 200 shares of Berens Series A Preferred Stock. This is the Transaction that triggered the requirement to file this Schedule 13D. Also on July 23, 2001, Mr. Sternberg entered into an Option and Distribution Agreement with Yolana Partnership, Ltd., a holder of more than 5% of our common stock, that provides that if Berens spins off its Artmovement.com, Inc. subsidiary to shareholders, then Mr. Sternberg will sell his shares of Artmovement.com, Inc. to Yolana under certain conditions. ITEM 7. Material to be Filed as Exhibits 10.1 Stock Exchange Agreement. 10.2 Option and Distribution Agreement 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. Date ---------------------------------- July 30, 2001 /s/ Manfred Sternberg Manfred Sternberg