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 March 31, 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                            (I.R.S. Employer
 of Incorporation or Organization)                       Identification No.)

 701 N. Post Oak Road, 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  April  19,  2000  registrant  had  19,644,880  shares  of  Common  Stock
outstanding.

<PAGE>
                                     PART I
ITEM  1.   FINANCIAL  STATEMENTS


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


                                                     PAGE
Consolidated Financial Statements:

  Consolidated Balance Sheet as of March 31,
    2000 and December 31, 1999                         2

  Consolidated Statement of Operations for the
    three months ended March 31, 2000, for the
    period from inception, February 26, 1999,
    to March 31, 1999, and for the period from
    inception, February 26, 1999, to December 31,
    2000                                               3

  Consolidated Statement of Stockholders' Equity
    for the three months ended March 31, 2000          4

  Consolidated Statement of Cash Flows for the
    three months ended March 31, 2000, the
    period from inception, February 26, 1999,
    to March 31, 1999, and the period from
    inception, February 26, 1999 to March 31,
    2000                                               5

Selected Notes to Consolidated Financial Statements    6


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


                                               MARCH 31,      DECEMBER 31,
                                                 2000            1999
     ASSETS                                   (UNAUDITED)        NOTE
-------------------------------------------  --------------  ------------
<S>                                          <C>             <C>
Current assets:
  Cash and cash equivalents                  $     429,046   $    13,316
  Accounts receivable, trade                         5,249         1,989
  Other receivables                                 11,068             -
  Prepaid license fee                               39,600        69,300
                                             --------------  ------------

    Total current assets                           484,963        84,605

Property and equipment, net of accum-
  ulated depreciation of $2,254 and
  $1,618 at March 31, 2000 and
  December 31, 1999, respectively                    5,814         6,022
Other assets                                             -         1,259
                                             --------------  ------------

      Total assets                           $     490,777   $    91,886
                                             ==============  ============


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

Current liabilities:
  Note payable to bank                       $      11,000   $   150,000
  Accounts payable                                  48,004        18,025
  Accrued liabilities                               16,366        17,863
                                             --------------  ------------

    Total current liabilities                       75,370       185,888
                                             --------------  ------------

Commitment and contingencies

Stockholders' equity:
  Common stock, $.001 par value, 20,000,000
    shares authorized, 18,901,380 and
    18,108,500 shares issued and outstand-
    ing at March 31, 2000 and December 31,
    1999, respectively                              18,901        18,108
  Additional paid-in capital                     9,794,455     9,258,653
  Receivables from stockholders                 (2,787,577)   (2,948,775)
  Losses accumulated during the development
    stage                                       (6,610,372)   (6,421,988)
                                             --------------  ------------

    Total stockholders' equity                     415,407       (94,002)
                                             --------------  ------------

      Total liabilities and stockholders'
        equity                               $     490,777   $    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.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                             BERENS INDUSTRIES, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   -----------
                                   (UNAUDITED)


                                                INCEPTION,      INCEPTION,
                               THREE MONTHS    FEBRUARY 26,    FEBRUARY 26,
                                  ENDED          1999, TO        1999, TO
                                MARCH 31,       MARCH 31,       MARCH 31,
                                   2000            1999            2000
                              --------------  --------------  --------------
<S>                           <C>             <C>             <C>
Service revenue               $      12,551   $           -   $      15,094
                              --------------  --------------  --------------

Operating expenses:
  Common stock and option
    compensation                     33,600               -         839,611
  Salaries and wages                 35,203               -         162,917
  Legal and consulting fees          34,322           1,543          98,747
  License fees                       29,700               -          79,200
  Website development costs               -               -       5,263,157
  Other                              68,110               -         181,834
                              --------------  --------------  --------------

    Total operating expenses        200,935           1,543       6,625,466
                              --------------  --------------  --------------

Net loss                      $    (188,384)  $      (1,543)  $  (6,610,372)
                              ==============  ==============  ==============

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

Weighted average shares out-
  standing                       18,749,966         737,505
                              ==============  ==============
</TABLE>


                             See accompanying notes.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                               BERENS INDUSTRIES, INC.
                                      (A CORPORATION IN THE DEVELOPMENT STAGE)
                                   CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                      FOR THE THREE MONTHS ENDED MARCH 31, 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                           759,280          759     502,236              -             -     502,995

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

Receipt of cash from stockholder
   under loan commitment                        -            -           -        161,198             -     161,198

Net loss                                        -            -           -              -      (188,384)   (188,384)
                                     ------------  -----------  ----------  --------------  ------------  ----------
Balance at March 31, 2000              18,901,380  $    18,901  $9,794,455  $  (2,787,577)  $(6,610,372)  $ 415,407
                                     ============  ===========  ==========  ==============  ============  ==========
</TABLE>


                             See accompanying notes.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                BERENS INDUSTRIES, INC.
                       (A CORPORATION IN THE DEVELOPMENT STAGE)
                         CONSOLIDATED STATEMENT OF CASH FLOWS
                                      -----------
                                      (UNAUDITED)


                                                          INCEPTION,      INCEPTION
                                         THREE MONTHS    FEBRUARY 26,    FEBRUARY 26,
                                            ENDED          1999, TO        1999, TO
                                          MARCH 31,       MARCH 31,       MARCH 31,
                                             2000            1999            2000
                                        --------------  --------------  --------------
<S>                                     <C>             <C>             <C>
Cash flows from operating activities:
  Net loss                              $    (160,278)  $      (1,543)  $  (6,610,372)
  Adjustments to reconcile net loss
    to net cash used in operating
    activities                                (49,982)          1,543)      6,113,475
                                        --------------  --------------  --------------

        Net cash used in operating
          activities                         (210,260)              -        (496,897)
                                        --------------  --------------  --------------

Cash flows from investing activities:
  Purchase of computers and equipment            (428)              -          (8,068)
  Loan to stockholder                         (48,775)              -         (48,775)
                                        --------------  --------------  --------------

        Net cash used in investing
          activities                          (49,203)              -         (56,843)
                                        --------------  --------------  --------------

Cash flows from financing activities:
  Proceeds from note payable to bank          150,000               -         150,000
  Repayment of note payable to bank          (139,000)              -        (139,000)
  Proceeds from sale of common stock          502,995               -         710,588
  Proceeds from receivable from
    stockholder                               161,198               -         261,198
                                        --------------  --------------  --------------

        Net cash provided by financing
          activities                          675,193               -         982,786
                                        --------------  --------------  --------------

Net increase (decrease) in cash and
  cash equivalents                            415,730               -         429,046

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

Cash and cash equivalents at end of
  period                                $     429,046   $           -   $     429,046
                                        ==============  ==============  ==============
</TABLE>


                             See accompanying notes.


                                        5
<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,  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. 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.   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


                                        6
<PAGE>
     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


                                        7
<PAGE>
                             BERENS INDUSTRIES, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
         SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   -----------
                                   (UNAUDITED)

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.


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

     This  Management's Discussion and Analysis as of March 31, 2000 and for the
three-month  period  ended March 31, 2000 and 1999 should be read in conjunction
with the unaudited 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  and for consulting services
rendered  in  connection  with  the transaction.  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 March 31, 2000, we
have  not  generated significant revenue from our website operations and 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.

PLAN  OF  OPERATIONS

     As  of March 31, 2000, we had an accumulated deficit of $6,421,988 incurred
entirely  in  1999  and the first quarter of 2000 and funded by paid-in capital,
debt,  and  use  of our common stock in acquisitions.  We also had cash and cash
equivalents  of  $429,046.  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.


                                        9
<PAGE>
     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 March 31, 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
$161,000  in the first quarter 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.
Accordingly,  there  is  no  assurance  that  we  will  be  able to collect this
receivable.  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.

     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.


                                       10
<PAGE>
                                      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 we sold during the three month period ended March
31,  2000,  without  registration  under  the  Act,  excluding  any  information
"previously reported" as defined in Rule 12b-2 of the Securities Exchange Act of
1934.  There  were  no  underwriters  in any of these transactions, nor were any
sales  commissions  paid  thereon.

     During  the three month period ended March 31, 2000, we issued an aggregate
of  759,280 shares of common stock for an aggregate of $559,000 to 17 accredited
investors.  We  believe  these  transactions  were  exempt  from  registration
pursuant  to  Section 4(2) of the Act, as sales to accredited investors.  During
the  three  month  period ended March 31, 2000, we issued an aggregate of 33,600
shares  of  common stock for services rendered to three sophisticated investors.
We  believe  the  above  transactions  were exempt from registration pursuant to
Section  4(2)  of  the  Securities  Act,  as the issuances were to sophisticated
investors  and,  since  the  transactions  were  non-recurring  and  privately
negotiated.  The  sophisticated  investors had specific knowledge of the company
and  had general expertise in financial and business matters that they were able
to  evaluate  the  merits  and  risks  of  an  investment  in  the  company.


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 submitted them
      separately in a confidential treatment  request  filed  with  the  SEC.


     (b)  Reports  on  Form  8-K.


     None.


                                       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:  May  15,  2000                   /s/ Marc I. Berens
                                        ----------------------------------------
                                        Marc I. Berens,Chief  Executive  Officer


                                       12
<PAGE>