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, 1999

[   ]     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  September  30,  1999  registrant  had  4,500,000  shares of Common Stock
outstanding.


<PAGE>
                                    PART  I

ITEM  1.   FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>
                             BERENS INDUSTRIES, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                                TABLE OF CONTENTS
                                -----------------


                                                     Page
                                                     ----
<S>                                                  <C>
Consolidated Financial Statements:

  Consolidated Balance Sheet as of September 30,
    1999 and December 31, 1998                          1

  Consolidated Statement of Operations for the
    three months ended September 30, 1999 and for
    the period from inception, February 26, 1999,
    to September 30, 1999                               2

  Consolidated Statement of Stockholders' Equity
    for the period from inception, February 26,
    1999, to September 30, 1999                         3

  Consolidated Statement of Cash Flows for the
    period from inception, February 26, 1999,
    to September 30, 1999                               4

Selected Notes to Consolidated Financial Statements     5
</TABLE>


Note:  The  balance sheet at December 31, 1998 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.


<PAGE>
<TABLE>
<CAPTION>
                             BERENS INDUSTRIES, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 1999
                               ------------------
                                   (UNAUDITED)


                                                SEPTEMBER 30,  DECEMBER 31,
                                                    1999         1998
     ASSETS                                     (UNAUDITED)      NOTE
---------------------------------------------  --------------  ---------
<S>                                            <C>             <C>
Current assets:
  Receivables from affiliates                  $      39,651   $      -
  Prepaid license fee                                 11,000          -
                                               --------------  ---------

    Total current assets                              50,651          -

Property and equipment, net of accum-
  ulated depreciation of $764 at
  September 30, 1999                                   6,876          -
                                               --------------  ---------

      Total assets                             $      57,527   $      -
                                               ==============  =========


LIABILITIES AND STOCKHOLDERS' EQUITY
---------------------------------------------

Current liabilities:
  Book overdraft                               $       5,497   $      -
  Accounts payable                                    25,269          -
  Federal withholding tax payable                      9,932          -
  Due to stockholders                                      -      7,764
                                               --------------  ---------

    Total current liabilities                         40,698      7,764
                                               --------------  ---------

Commitment and contingencies

Stockholders' equity:
  Common stock, $.001 par value, 20,000,000
    shares authorized, 4,500,000 and 737,505
    shares issued and outstanding at
    September 30, 1999 and December 31, 1998,
    respectively                                       4,500        738
  Additional paid-in capital                         323,250     57,469
  Losses accumulated during the development
    stage                                           (310,921)   (65,971)
                                               --------------  ---------

    Total stockholders' equity                        16,829     (7,764)
                                               --------------  ---------

      Total liabilities and stockholders'
        equity                                 $      57,527   $      -
                                               ==============  =========
</TABLE>


                                        1
<PAGE>
<TABLE>
<CAPTION>
                             BERENS INDUSTRIES, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                      CONSOLIDATED STATEMENT OF OPERATIONS
                FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND
                  THE PERIOD FROM INCEPTION, FEBRUARY 26, 1999,
                              TO SEPTEMBER 30, 1999
                              ---------------------
                                   (UNAUDITED)



                                        THREE MONTHS
                                            ENDED      INCEPTION TO
                                        SEPTEMBER 30,  SEPTEMBER 30,
                                            1999           1999
                                       ---------------  -----------
<S>                                    <C>              <C>
Costs and expenses:
  Salaries and wages                   $       74,562   $  127,159
  Stock and option based compensation
    to consultants                             36,750       96,750
  Legal and consulting fees                    28,500       28,500
  Depreciation expense                            382        1,839
  Other                                        25,229       56,673
                                       ---------------  -----------

Net loss                               $     (165,423)  $ (310,921)
                                       ===============  ===========

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

Weighted average shares outstanding         4,500,000    2,199,542
                                       ===============  ===========
</TABLE>

                             See accompanying notes.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                 BERENS INDUSTRIES, INC.
                        (A CORPORATION IN THE DEVELOPMENT STAGE)
                     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                    FOR THE PERIOD FROM INCEPTION, FEBRUARY 26, 1999,
                                  TO SEPTEMBER 30, 1999
                                  ---------------------
                                       (UNAUDITED)



                                                                     LOSSES
                                                                  ACCUMULATED
                                   COMMON STOCK        ADDITIONAL  DURING THE
                             ------------------------   PAID-IN   DEVELOPMENT
                               SHARES       AMOUNT      CAPITAL      STAGE      TOTAL
                             ----------  ------------  ---------  ----------  ----------
<S>                          <C>         <C>           <C>        <C>         <C>
Balance at inception,
  February 26, 1999                   -  $          -  $      -   $       -   $       -

Net proceeds from an ini-
  tial capitalization         2,900,000         2,900   198,100           -     201,000

Recapitalization effective
  June 15, 1999                 737,505           738      (738)          -           -

Common stock issued as com-
  pensation to consultants      862,495           862    59,138           -      60,000

Stock options issued as
  employee compensation and
  for payment of legal fees           -             -    66,750           -      66,750

Net loss                              -             -         -    (310,921)   (310,921)
                             ----------  ------------  ---------  ----------  ----------

Balance at September 30,
  1999                        4,500,000  $      4,500  $323,250   $(310,921)  $  16,829
                             ==========  ============  =========  ==========  ==========
</TABLE>

                             See accompanying notes.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                             BERENS INDUSTRIES, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                FOR THE PERIOD FROM INCEPTION, FEBRUARY 26, 1999,
                              TO SEPTEMBER 30, 1999
                              ---------------------
                                   (UNAUDITED)


<S>                                        <C>
Cash flows from operating activities:
  Net loss                                 $(310,921)
  Adjustments to reconcile net loss
    to net cash used in operating
    activities:                              110,561
                                           ----------

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

Cash flows from investing activities:
 Purchase of computers and equipment         (29,140)
  Proceeds from sale of computers and
    equipment                                 28,500
                                           ----------

        Net cash used in investing
          activities                            (640)
                                           ----------

Cash flows from financing activities:
  Proceeds from sale of common stock         201,000
                                           ----------

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

Net increase in cash and cash equivalents          -

Cash and cash equivalents at beginning
  of period                                        -
                                           ----------

Cash and cash equivalents at end of
  period                                   $       -
                                           ==========
</TABLE>

                             See accompanying notes.


                                        4
<PAGE>
                             BERENS INDUSTRIES, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
               SELECTED NOTES TO CONSOLIDATED 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,  1998.  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,
     1998, 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. The Company is a development stage
     enterprise because since its inception,  substantially all its efforts have
     been devoted to Web site development and fund raising activities.


3.   RECAPITALIZATION
     ----------------

     Effective  June 15, 1999  National Air  Corporation  was acquired by Berens
     Industries, Inc. 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 Berens
     Industries,  Inc.  for  National Air  Corporation's  net  monetary  assets,
     accompanied by a recapitalization.  Since this transaction is in substance,
     a  recapitalization   of  Berens  Industries,   Inc.  and  not  a  business
     combination,  proforma  information is not presented.  The balance sheet of
     National  Air  Corporation  is  presented  as of  December  31, 1998 in the
     accompanying  financial  statements  because  it was  the  legal  reporting
     entity.  December 31, 1998 is prior to the inception of Berens  Industries,
     Inc.


                                        5
<PAGE>
4.   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.


5.   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.


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.

7.   STOCK  OPTIONS
     --------------

     During  the  quarter  ended   September  30,  1999,   the  Company   issued
     compensatory  stock  options to employees  and  consultants  for a total of
     66,750  shares of the Company's  common  stock.  The options bear an option
     price  of  $0.001  per  share  and  the  Company   recognized   $66,750  of
     compensation,   legal  and  consulting   expense  in  connection  with  the
     issuances.

     Subsequent  to  September   30,  1999,   the  Company   issued   additional
     compensatory options to employees and consultants for 572,000 shares of the
     Company's common stock at prices ranging from $0.001 to $1.00 per share.


                                        6
<PAGE>
8.   CHANGE  OF  COMPANY  NAME
     -------------------------

     In July 1999, the Company's  stockholders  approved 1) a change in the name
     of the Company from National Air Corporation to Berens Industries, Inc.; 2)
     a change in the number of authorized  shares of the Company's  common stock
     from  20,000,000  to  50,000,000  shares;  and 3) a change in the number of
     authorized  shares of the Company's  preferred stock from 2,000,000  shares
     with par values of $0.10 to $0.25 to 10,000,000  shares with a par value of
     $0.001.


                                        7
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

     Some  of  the  statements  contained  in  this  Form 10-QSB, discuss future
expectations,  contain  projections  of  results  of  operations  or  financial
condition  or  state  other "forward-looking" information.  These statements are
subject  to known and unknown risks, uncertainties, and other factors that could
cause  the  actual  results  to differ materially from those contemplated by the
statements.  The  forward-looking information is based on various factors and is
derived  using  numerous  assumptions.  Important  factors that may cause actual
results  to  differ  from  projections  include,  for  example:

-    the success or failure of management's  efforts to implement their business
     strategy;

-    the  Company's  ability  to  raise  sufficient  capital  to meet  operating
     requirements;

-    the Company's ability to compete with major established companies;

-    the  Company's  ability to retain an active user base, to attract new users
     who list items for sale and who complete transactions through the Company's
     service and to maintain customer satisfaction;

-    the Company's  ability to keep its web site  operational  and to manage the
     number of items listed on its service;

-    federal,  state or local government  regulation,  including  investigations
     prompted by items improperly listed or sold by its users;

-    the introduction of new sites,  services and products by the Company or its
     competitors;

-    volume,  size,  timing and  completion  rate of trades on the Company's web
     site;

-    seasonal effects on revenue in the Company's online service;

-    the success of the Company's brand building and marketing campaigns;

-    the amount and timing of operating costs and capital expenditures  relating
     to maintaining and expanding the business, operations and infrastructure of
     the Company;

-    the Company's ability to upgrade and develop its systems and infrastructure
     to accommodate growth;

-    the  Company's  ability to attract new  personnel in a timely and effective
     manner;

-    the Company's ability to retain key employees in its online business;

-    the timing,  cost and availability of advertising in traditional  media and
     on other websites and online services;

-    consumer trends and popularity of the artwork sold at auction;

-    the level of use of the Internet and online services;

-    increasing  consumer  acceptance of the Internet and other online  services
     for  commerce  and, in  particular,  the trading of products  such as those
     listed on the Company's web site;

-    consumer  confidence in the security of  transactions  on the Company's web
     site; and

-    general  economic  conditions  and  economic  conditions  specific  to  the
     Internet and electronic commerce industries.


                                        8
<PAGE>
GENERAL

     National Air Corporation ("Company") was incorporated under the laws of the
State  of Nevada on January 9, 1985.  On June 15, 1999, the Company entered into
a  Reorganization  Agreement  with Berensgallery.com, Inc., a Nevada Corporation
("Berens  Gallery"),  whereby Berens Gallery became a wholly-owned subsidiary of
the  Company  (See "Recent Developments").  On August 2, 1999, the Company filed
its  Restated  Articles  of  Amendment,  thereby  changing  its  name  to Berens
Industries,  Inc.  Hereinafter,  any  reference  to  the  Company  includes  its
subsidiary  Berens  Gallery.

     The Company is developing a web-based community in which buyers and sellers
are  brought together in an efficient and entertaining auction format to buy and
sell  personal  items  such  as art, antiques, coins, collectibles, memorabilia,
stamps  and  toys.  The  Company  plans  to  operate  through  its  web  site at
www.berensgallery.com  and  intends  to  permit  sellers to list items for sale,
buyers  to bid on items of interest and all users to browse through listed items
in  a  fully  automated,  topically  arranged,  intuitive and easy-to-use online
service  that  is  available  24  hours  a  day,  seven  days  a  week.

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

     From the inception of its operations through June 30, 1999, the Company has
utilized  funds obtained primarily through private placements to develop its web
site.  The  Company  has  not generated any revenues and has incurred net losses
totaling  approximately  $310,921 from inception of operations through September
30,  1999.

     The  Company  is  currently seeking short-term and long-term debt or equity
financing  sufficient to fund projected working capital and web site development
and  marketing  needs.  However,  there is no assurance that the Company will be
successful  in raising funds, or that the amount and terms of any financing will
be  acceptable.  Failure  to obtain sufficient funding will adversely impact the
Company's  financial  position.

     Recent Developments

     Effective  June 15,  1999,  the  Company  acquired  all of the  issued  and
outstanding  shares  of  capital  stock  of  Berensgallery.com,  Inc.,  a Nevada
corporation  ("Subsidiary").  In connection with such  acquisition,  the Company
issued an aggregate of 2,900,000 shares of authorized but unissued common stock,
$0.001  par value,  to the  shareholders  of  Subsidiary  ("Shareholders").  The
Shareholders  exchanged an aggregate of 2,900,000  shares of  Subsidiary  common
stock for the 2,900,000 shares of Company common stock. Currently therewith, the
Company  issued  862,495  shares of common  stock to  certain  consultants,  for
services  rendered  pursuant to Regulation D of the  Securities  Act of 1933. On
August 2,  1999,  the  Company  filed its  Restated  Articles  of  Incorporation
changing its name to Berens Industries, Inc.

PLAN  OF  OPERATIONS

     The  Company  has been in the development stage since its inception and has
not  generated  any  revenues from operations.  However, the Company anticipates
that  expenses  will  continue  to  increase  during  1999  and  2000  with  the
development  of  its  web  site.  Additional capital will be necessary to expand
operations  or continue current operations.  The Company has financed its growth
primarily  from  the  sale  of  common stock.  From the inception of its current
operations,  it  has received approximately $200,000 from the sale of its common
stock.  The  Company's  sources  of external and internal financing are limited,
and  it is not expected that its internal source of liquidity will improve until
net cash is provided by operating activities, and, until such time, it will rely
upon  external sources for liquidity.  The Company has not established any lines
of  credit  or  other  significant  financing  arrangement  with any third-party
lenders.  There  can  be  no  assurance  that the Company will be able to obtain
financing on reasonable terms, if at all.  Until the Company is able to develop,
construct  and  operate  its web site and derive revenues therefrom, the Company
will  continue  to use cash obtained from outside sources for its operations and
development  of  its  business.


                                        9
<PAGE>
     In the future, the Company may be required to seek debt or equity financing
(public  or  private),  curtail operations, sell assets, or otherwise bring cash
flows  in  balance  if  it  approaches  a  condition of cash insufficiency.  The
Company  anticipates  a  need  for  additional  capital,  but  has  no  specific
commitments  with  respect thereto.  There is no assurance that the Company will
be  successful  in  any  such  effort.

YEAR  2000  COMPLIANCE

     The  year  2000  poses  certain issues for business and consumer computing,
particularly  the  functionality  of software for two-digit storage of dates and
special  meanings for certain dates such as 9/9/99. The year 2000 is also a leap
year,  which  may  also  lead  to  incorrect  calculations, functions, or system
failure.  The  problem exists for many kinds of software, including software for
mainframes,  PCs,  and  embedded  systems.

     In  assessing  the  effect  of the Year 2000 Problem, management determined
that  there  existed  two  general  areas  that  needed  to  be  evaluated:

-    Internal infrastructure and
-    Supplier/third-party relationships.

     A  discussion  of  the various activities related to assessment and actions
resulting  from  those  evaluations  is  set  forth  below.

     INTERNAL  INFRASTRUCTURE.

     The  Company  is  in  the  process  of  verifying  that all of its personal
computers  and  software are Year 2000 compliant.  The Company is in the process
of  replacing  or  upgrading  all items that have been found not to be Year 2000
compliant.  The  Company  intends to determine if the software vendors of all of
our  critical  applications  have  represented that their products are Year 2000
compliant.  The  costs  related  to  these  efforts  have  not  been determined.

     SUPPLIERS/THIRD-PARTY  RELATIONSHIPS.

     The  Company  relies  on  its  outside  vendors  for water, electrical, and
telecommunications  services  as  well  as climate control, building access, and
other  infrastructure  services.  The  Company  does not intend to independently
evaluate  the  Year  2000  compliance  of  the  systems utilized to supply these
services.  The  Company  has  received  no  assurance  of  compliance  from  the
providers  of  these  services.  There  can be no assurance that these suppliers
will  resolve  any  or  all  Year  2000  Problems  with these systems before the
occurrence  of  a material disruption to the Company's business.  Any failure of
these third-parties to resolve Year 2000 problems with their systems in a timely
manner  could  have  a  material  adverse  effect  on  the  Company's  business.

     CONTINGENCY  PLANS.

     The  Company  has  not  currently developed a formal contingency plan to be
implemented  as  part  of its efforts to identify and correct Year 2000 Problems
affecting its internal systems.  However, if it deems necessary, the Company may
take  the  following  actions:

-    Accelerated replacement of affected equipment or software;
-    Short  to  medium-term  use  of  backup  equipment  and  software;
-    Increased  work  hours  for  Company  personnel;
-    Other  similar  approaches.


                                       10
<PAGE>
     If the Company is required to  implement  any of these  contingency  plans,
such plans could have a material adverse effect on its business.

     Based  on  the  actions  taken  to  date as discussed above, the Company is
reasonably  certain  that  it  has  or  will  identify and resolve all Year 2000
Problems  that  could  materially  adversely affect its business and operations.


                                    PART  II

Pursuant  to  the Instructions to Part II of the Form 10-QSB, Items 1,3, 4 and 5
are  omitted.

ITEM  2.     CHANGES  IN  SECURITIES

     The  following  information  sets forth certain information, as of November
10,  1999,  for  all  securities the Company sold since August 19, 1999, 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.

     In  November  1999, the Company issued warrants to purchase an aggregate of
638,750  shares  of  Company common stock at an exercise prices of between $0.01
and  $1.00  per  share  to  eight  accredited  investors, including officers and
directors  of  the  Company,  for services rendered.  The Company believes these
transactions  were exempt from registration pursuant to Section 4(2) of the Act,
as  the  officers  and  the  director  were  accredited  investors.


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 3.1(1)  Restated  Articles of  Incorporation  of National  Air
                          Corporation

          Exhibit 3.2(2)  Bylaws of National Air Corporation

          Exhibit 3.3(2)  Common Stock Certificate

(1)  Filed  previously  on Form 10-QSB for quarter  ended June 30, 1999 SEC File
     No.0-22711.

(2)  Filed previously on registration statement Form 10-SB SEC File No.0-22711.

     (b)  Reports on Form 8-K.

     The  Company filed a report on Form 8-K file number 0-22711, dated June 30,
1999,  describing  the  Company's  reorganization as discussed above in Item 2 C
"Recent  Developments."


                                       11
<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  11,  1999          /S/  Marc  I.  Berens
                                    --------------------------------------------
                                    Marc  I.  Berens,  Chief  Executive  Officer


                                       12
<PAGE>