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, 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 Identification No.)
     Incorporation or Organization)

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  June 30,  2000  registrant  had  19,711,380  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 SIX MONTHS ENDED JUNE 30, 2000 AND 1999

                                   (UNAUDITED)


<PAGE>
                             BERENS INDUSTRIES, INC.

                                TABLE OF CONTENTS

                                   __________

                                                                  PAGE
                                                                  ----

Unaudited  Consolidated  Condensed  Financial
  Statements:

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

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

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

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

Selected  Notes  to  Unaudited  Consolidated
   Condensed  Financial  Statements                                F-5


<PAGE>
<TABLE>
<CAPTION>
                                    BERENS INDUSTRIES, INC.

                            (A CORPORATION IN THE DEVELOPMENT STAGE)

                              CONSOLIDATED CONDENSED BALANCE SHEET

                                           __________

                                          (UNAUDITED)


                                                                 JUNE 30,     DECEMBER 31,
                                                                  2000           1999
     ASSETS                                                    (UNAUDITED)       NOTE
     ------                                                  --------------  --------------
<S>                                                          <C>             <C>
Current assets:
  Cash and cash equivalents                                  $     392,505   $    13,316
  Accounts receivable, trade                                        21,810         1,989
  Other receivables                                                 14,050             -
  Prepaid license fee                                                9,900        69,300
                                                             --------------  ------------

    Total current assets                                           438,265        84,605

Property and equipment, net of accum-
  ulated depreciation of $2,254 and
  $1,618 at June 30, 2000 and
  December 31, 1999, respectively                                   21,154         6,022
Other assets                                                             -         1,259
                                                             --------------  ------------

      Total assets                                           $     459,419   $    91,886
                                                             ==============  ============


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

Current liabilities:
  Note payable to bank                                       $     150,000   $   150,000
  Accounts payable                                                 153,077        18,025
  Accrued liabilities                                               37,738        17,863
                                                             --------------  ------------

    Total current liabilities                                      340,815       185,888
                                                             --------------  ------------

Commitment and contingencies

Stockholders' equity (deficit):
  Common stock, $.001 par value, 20,000,000
    shares authorized, 18,901,380 and
    18,108,500 shares issued and outstand-
    ing at June 30, 2000 and December 31,
    1999, respectively                                              18,901        18,108
  Additional paid-in capital                                     9,731,145     9,258,653
  Receivables from stockholders                                 (2,700,000)   (2,948,775)
  Losses accumulated during the development
    stage                                                       (6,931,442)   (6,421,988)
                                                             --------------  ------------

    Total stockholders' equity (deficit)                           118,604       (94,002)
                                                             --------------  ------------

      Total liabilities and stockholders'
        equity (deficit)                                     $     459,419   $    91,886
                                                             ==============  ============
</TABLE>

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
<PAGE>
<TABLE>
<CAPTION>
                               BERENS INDUSTRIES, INC.

              UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

                                     __________

                                     (UNAUDITED)

                                                                          INCEPTION,
                                   THREE  MONTHS  ENDED     SIX MONTHS   FEBRUARY 26,
                                -------------------------     ENDED       1999, TO
                                  JUNE 30,     JUNE 30,      JUNE 30,     JUNE 30,
                                    2000         1999          2000         1999
                                ------------  -----------  ------------  -----------
<S>                             <C>           <C>          <C>           <C>
Service revenue                 $   102,608   $        -   $   115,159   $        -

Cost of services                     13,824            -        15,515            -
                                ------------  -----------  ------------  -----------

  Gross margin                       88,784            -        99,644            -
                                ------------  -----------  ------------  -----------

Selling, general and adminis-
  trative expenses:
  Common stock and option
    compensation                          -       60,000        33,600       60,000
  Salaries and wages                102,773       52,597       137,976       52,597
  Legal and consulting fees         191,430       28,500       225,752       28,500
  License fees                       29,700            -        59,400            -
  Other                              81,320        4,401       147,739        4,401
                                ------------  -----------  ------------  -----------

    Total selling, general and
      administrative expenses       405,223      145,498       604,467      145,498
                                ------------  -----------  ------------  -----------

Loss from operations               (316,439)    (145,498)     (504,823)    (145,498)
                                ------------  -----------  ------------  -----------

Other income (expense):
  Other income                        2,355            -         2,355            -
  Interest expense                   (6,986)           -        (6,986)           -
                                ------------  -----------  ------------  -----------

    Other expense, net               (4,631)           -        (4,631)           -
                                ------------  -----------  ------------  -----------

Net loss                        $  (321,070)  $ (145,498)  $  (509,454)  $ (145,498)
                                ============  ===========  ============  ===========

Basic and dilutive net loss
  per common share              $     (0.02)  $    (0.11)  $     (0.03)  $    (0.14)
                                ============  ===========  ============  ===========

Weighted average shares out-
  standing                       18,901,380    1,364,583    18,825,673    1,049,314
                                ============  ===========  ============  ===========
</TABLE>



                             See accompanying notes.


                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                                             BERENS INDUSTRIES, INC.

                       UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY

                                     FOR THE SIX MONTHS ENDED JUNE 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

Net loss                                        -        -           -              -      (509,454)   (509,454)
                                       ----------  -------  ----------  --------------  ------------  ----------

Balance at June 30, 2000               18,901,380  $18,901  $9,731,145  $  (2,700,000)  $(6,931,442)  $ 118,604
                                       ==========  =======  ==========  ==============  ============  ==========
</TABLE>



                             See accompanying notes.


                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                             BERENS INDUSTRIES, INC.

            UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS

                                   __________

                                   (UNAUDITED)


                                                             INCEPTION,
                                              SIX MONTHS     FEBRUARY 26,
                                                ENDED         1999, TO
                                               JUNE 30,       JUNE 30,
                                                 2000           1999
                                             ------------  --------------
<S>                                          <C>           <C>
Cash flows from operating activities:
  Net loss                                   $  (509,454)  $    (145,498)
  Adjustments to reconcile net loss
    to net cash used in operating
    activities                                   312,229          42,877
                                             ------------  --------------

      Net cash used in operating activities     (197,225)       (102,621)
                                             ------------  --------------

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

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

Cash flows from financing activities:
  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                               639,685         201,000
                                             ------------  --------------

Net increase (decrease) in cash and cash
  equivalents                                    379,189          98,379

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

Cash and cash equivalents at end of
  period                                     $   392,505   $      98,379
                                             ============  ==============
</TABLE>



                             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 quarter ended June 30,
     2000,  the Company  generated  significant  revenue from its operations and
     transitioned from a development  stage enterprise to an operating  company.
     Prior to the  quarter  ended  June 30,  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>
                             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.   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.


                                       F-6
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

     This  Management's  Discussion and Analysis as of June 30, 2000 and for the
three  and  six-month  periods  ended  June  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,  we  were  acquired  by  National Air Corporation 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  period  from inception, February 26, 1999 to June 30, 2000, we
generated  $115,159  in revenue from our website 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.


                                        2
<PAGE>
RESULTS  OF  OPERATIONS

     During  the  three months ended June 30, 2000, we generated service revenue
of  $102,608  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, 2000 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
--------------------------------------------------------------------------------
1999
----

     During  the  three months ended June 30, 2000, we began generating revenues
from  website  hosting  activities  and  those  revenues  account for the entire
increase  of $102,608 in the three months ended June 30, 2000 as compared to the
three  months  ended  June  30,  1999.

     Common  stock  and  option compensation decreased from $60,000 in the three
months ended June 30, 1999 to zero in the three months ended June 30, 2000.  The
decrease  was  attributable  to  decisions  by  management to curtail use of our
common  stock  and  options  to  compensate  employees  and  officers.

     Salaries  and wages increased by $50,176 in the three months ended June 30,
2000  as compared to the three months ended June 30, 1999.  The increase was due
to  an  increase  in  staffing  levels  to  facilitate  growth  in  operations.

     Legal  and  consulting  fees increased from $28,500 during the three months
ended  June  30,  1999  to $191,430 during the three months ended June 30, 2000.
This increase was due primarily to $130,000 of fees paid for website development
consulting  and an increase in legal fees related to a registration statement we
filed  during  the  three  months  ended  June  30,  2000.

     License  fees  increased by $29,700 in the three months ended June 30, 2000
as  compared  to  the  three  months  ended  June 30, 1999 due to our license of
certain  website  contents for $9,900 per month that began in the second half of
1999.

     Other  selling, general and administrative expenses increased by $76,919 in
the  three months ended June 30, 2000 as compared to the three months ended June
30,  1999.  This increase was due to increases in travel costs, accounting fees,
reporting  costs,  telephone  and  utilities  costs  and  a  significant overall
increase  in  corporate  activity.

SIX  MONTHS  ENDED  JUNE 30, 2000 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1999
--------------------------------------------------------------------------------

     During  the  six  months  ended June 30, 2000, we began generating revenues
from  website  hosting  activities  and  those  revenues  account for the entire
increase  of  $115,159  in the six months ended June 30, 2000 as compared to the
six  months  ended  June  30,  1999.

     Common  stock  and  option  compensation  decreased from $60,000 in the six
months  ended  June  30,  1999 to $33,600 in the six months ended June 30, 2000.
The  decrease  was attributable to decisions by management to curtail use of our
common  stock  and  options  to  compensate  employees  and  officers.

     Salaries  and  wages  increased by $85,379 in the six months ended June 30,
2000 as compared to the six months ended June 30, 1999.  The increase was due to
an  increase  in  staffing  levels  to  facilitate  growth  in  operations.

     Legal  and  consulting  fees  increased  from $28,500 during the six months
ended June 30, 1999 to $225,752 during the six months ended June 30, 2000.  This
increase  was  due  primarily  to  $130,000 of fees paid for website development
consulting  and an increase in legal fees related to a registration statement we
filed  during  the  three  months  ended  June  30,  2000.

     License  fees increased by $59,400 in the six months ended June 30, 2000 as
compared  to  the  six  months ended June 30, 1999 due to our license of certain
website  contents  for  $9,900  per month that began in the second half of 1999.


                                        3
<PAGE>
     Other selling, general and administrative expenses increased by $143,338 in
the  six months ended June 30, 2000 as compared to the six months ended June 30,
1999.  This  increase  was  due  to  increases in travel costs, accounting fees,
reporting  costs,  telephone  and  utilities  costs  and  a  significant overall
increase  in  corporate  activity.

PLAN  OF  OPERATIONS,  LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  June 30, 2000, we had an accumulated deficit of $6,931,442 incurred
entirely in 1999 and the first six months of 2000 and funded by paid-in capital,
debt,  and  use  of our common stock in acquisitions.  At June 30, 2000, we also
had  cash  and cash equivalents of $392,505.  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 six months ended June 30, 2000 we
raised approximately $503,000 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
receivable  owed  to  Artmovement,  of  which  $100,000 was received in 1999 and
$200,000  in the first half of 2000.  The remaining portion of the receivable is
due  June  30, 2000 with penalties for late payment; however, the obligation may
be  terminated  by  the debtor on September 1, 2000 without recourse.  As of the
date  of  this filing, we had not received the monies due under this receivable,
and  there is no assurance that we will be able to collect this receivable prior
to  September  1,  2000.  If  collected,  it  is  our  belief that the remaining
$2,700,000  due  under this receivable will be sufficient to fund our operations
for  at  least  two years.  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.

     If  we  do  not  receive  the remaining $2,700,000 due under the receivable
acquired with Artmovement, 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 or the curtailment 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 will
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 the
progress  of  our  website  development  and  marketing efforts and the economic
impact  of competing websites.  We believe that our current assets and potential
committed  contributions  will  be sufficient to meet our operating expenses and
capital  expenditures  to  the  successful  commercialization  of  our  website.
However, there is no way we can predict when and if any additional contributions
may be needed beyond those currently committed.  Consequently, at the expiration
of  current  commitments,  we  may  need  to  seek  one  or more substantial new
investors.


                                        4
<PAGE>
     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.


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<PAGE>
                                     PART II

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

ITEM 4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     We  held  our  annual  meeting of shareholders on June 7, 2000 in which we:

   -  re-elected  our  current  directors;
   -  ratified  the  appointment of our auditors Ham, Langston & Brezina, LLP by
      the  following  vote:  15,503,496  for,  0  against, and  0  abstentions;
      and

   -  adopted  our 2000 Stock Option Plan by the following vote: 15,503,496 for,
      0  against,  and  0  abstentions.

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  2.1          Reorganization  Agreement between National Air Corporation
                      and Berensgallery.com, Inc. (Filed  previously on Form 8-K
                      SEC File No.0-22711)
Exhibit  3.1          Amended  and  Restated Articles of Incorporation of Berens
                      Industries,  Inc.  (Filed  previously as Appendix A to our
                      preliminary proxy statement)
Exhibit  3.2          Amended  and  Restated  Bylaws  of Berens Industries, Inc.
                      (Filed  previously on Form 10-KSB SEC File No.0-22711)
Exhibit  4.1          Common Stock Certificate of Berens Industries, Inc. (Filed
                      previously  on  Form  10-SB  SEC  File  No.0-22711)
Exhibit  10.1         Employment  Agreement  between  Marc  I.  Berens  and
                      Berensgallery.com,  Inc.  (Filed previously on Form 10-KSB
                      SEC File No.0-22711)
Exhibit  10.2         Employment  Agreement  between Kevin Willcutts and Berens
                      Industries, Inc.  (Filed previously  on  Form  10-KSB  SEC
                      File  No.0-22711)
Exhibit  10.3*        Digital  Media Resources, Ltd. Database  Access  Agreement
                      (Filed  previously on Form 10-KSB SEC File No.0-22711)
Exhibit  21.1         List of Subsidiaries (Filed previously on Form 10-KSB SEC
                      File  No.0-22711)
Exhibit  27.1         Financial  Data  Schedule
_________________

*     We  have  omitted  some  portions  of  these  exhibits  and  have received
      confidential  treatment  for  such  portions.

(b)   Reports  on  Form  8-K.

      None.


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                                   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 14, 2000                     /s/ Marc I. Berens
                                         ---------------------------------------
                                         Marc I. Berens, Chief Executive Officer


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