**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-QSB**




ý QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


**SECURITIES
      EXCHANGE ACT OF 1934**





**For
      the quarterly period ended June 30, 2007**





**OR**




 ̈ TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


**SECURITIES
      EXCHANGE ACT OF 1934**





**Commission
      File Number**


**0-19562**





**BERMAN
      CENTER, INC.**


(Exact
      name of small business issuer as specified in its charter)





**Delaware**
              (State
                or other jurisdiction of incorporation or organization)
            
            **58-1865733**
              (I.R.S.
                Employer Identification No.)**211
                EAST ONTARIO, SUITE 800,**
              **CHICAGO,
                ILLINOIS**
            
            **60611**(Address
                of principal executive offices)
            
            (Zip
                Code)





**(312)
      255-8088**


(Registrant’s
      telephone number, including area code)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
      during the preceding 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 ý No  ̈




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes  ̈ No ý




There
      were 35,662,488 shares
      (excluding Escrow Shares, as defined below) outstanding of registrant’s common
      stock, par value $.001 per share, as of August 20, 2007.




Transitional
      Small Business Disclosure Format (check one):    
Yes  ̈ No ý













**BERMAN
      CENTER, INC.**


**FORM
      10-QSB QUARTERLY REPORT**





**TABLE
      OF CONTENTS**





**Page**PART
                I - FINANCIAL INFORMATION
            
            3ITEM
                1.
            
            FINANCIAL
                STATEMENTS
            
            3Consolidated
                Balance Sheet as of June 30, 2007 (unaudited)
            
            4Consolidated
                      Statements of Operations for the Three and Six Months ended
                June 30, 2007
                and 2006
            
            5Consolidated
                Statements of Cash Flows for the Six Months ended June 30, 2007 and
                2006
            
            6Notes
                to the Consolidated Financial Statements
            
            7ITEM
                2.
            
            MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATION
            
            15ITEM
                3.
            
            CONTROLS
                AND PROCEDURES
            
            23PART
                II - OTHER INFORMATION
            
            25ITEM
                1.
            
            LEGAL
                PROCEEDINGS
            
            25ITEM
                2.
            
            UNREGISTERED
                SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
            
            25ITEM
                3.
            
            DEFAULTS
                UPON SENIOR SECURITIES
            
            25ITEM
                4.
            
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            
            25ITEM
                5.
            
            OTHER
                INFORMATION
            
            25ITEM
                6.
            
            EXHIBITS
            
            25SIGNATURES
            
            26











**PART
      I - FINANCIAL INFORMATION**


**Item
      1. Financial Statements.**





The
      accompanying financial statements have been prepared in accordance with
      generally accepted accounting principles for interim financial information
      and
      in accordance with the instructions for Form 10-QSB. Accordingly, they do not
      include all of the information and footnotes required by generally accepted
      accounting principles for complete financial statements.





In
      the
      opinion of management, the financial statements contain all material
      adjustments, consisting only of normal recurring adjustments necessary to
      present fairly the financial condition, results of operations, and cash flows
      of
      the Company for the interim periods presented.





The
      results for the period ended June 30, 2007 are not necessarily indicative of
      the
      results of operations for the full year. These financial statements and related
      footnotes should be read in conjunction with the financial statements and
      footnotes thereto included in the Company’s Form 10-KSB filed with the
      Securities and Exchange Commission for the period ended December 31,
      2006.






3




**BERMAN
                CENTER, INC.****CONSOLIDATED
                BALANCE SHEET****June
                30, 2007****(Unaudited)**




**Assets****(Substantially
                Pledged)****Current
                Assets:**Cash
            
            
            
            
            $
            45,450Accounts
                Receivable
            
            
            
            
            
            6,636Deposits
            
            
            
            
            
            123,938Inventory
            
            
            
            
            
            4,452Other
                Receivables, Related Party
            
            
            
            
            
            7,056Total
                Current Assets
            
            
            
            
            
            63,594Other
              Assets - Deposits
            
            123,938**Property
                and Equipment - Net**
            
            281,199**Total
                Assets**
            
            
            
            
            $
            468,731**Liabilities
                and Stockholders' Equity (Deficit)****Current
                Liabilities:**Accounts
                Payable
            
            
            
            
            $
            120,365Deferred
                Revenue
            
            
            
            
            
            110,150Accrued
                Expenses
            
            
            
            
            
            563,444Convertible
                Notes Payable
            
            
            
            
            
            485,000Capital
                Leases - Current
            
            
            
            
            
            5,463Total
                Current Liabilities
            
            
            
            
            $
            1,284,422**Long-Term
                Liabilities:**Capital
                Leases - Non-Current
            
            
            
            
            
            2,651Deferred
                Rent
            
            
            
            
            
            167,563Total
                Long-Term Liabilities
            
            
            
            
            
            170,214**Total
                Liabilities**
            
            
            
            
            
            1,454,636**Commitments
                and Contingencies****Stockholders'
                Equity (Deficit):**Preferred
                Stock, $0.001 par value, 25,000,000 shares authorized0
                shares outstanding
            
            
            
            
            
            0Common
                Stock, $0.001 par value, 100,000,000 shares authorized34,506,932
                shares outstanding
            
            
            
            
            
            34,507Additional
                paid-in Capital
            
            
            
            
            
            5,836,958Accumulated
                (Deficit)
            
            
            
            
            
            (6,857,370
            )Total
                Stockholders' Equity (Deficit)
            
            
            
            
            
            (985,905
            )**Total
                Liabilities and Stockholders' Equity (Deficit)**
            
            
            
            
            $
            468,731




**The
                accompanying notes are an integral part of these financial
                statements.**




4




**BERMAN
                CENTER, INC.****CONSOLIDATED
                STATEMENTS OF OPERATIONS****For
                the Three Months and Six Months Ended June 30, 2007 and 2006
                (Unaudited)**




For
                The Three
            
            For
                The Three
            
            For
                The Six
            
            For
                The SixMonths
                Ended
            
            Months
                Ended
            
            Months
                Ended
            
            Months
                EndedJune
                30, 2007
            
            June
                30, 2006
            
            June
                30, 2007
            
            June
                30, 2006(Unaudited)
            
            (Unaudited)
            
            (Unaudited)
            
            (Unaudited)**Revenue**-
                Clinics
            
            $
            20,276
            
            $
            110,999
            
            $
            47,782
            
            $
            228,609-
                Seminars and Conferences
            
            
            -
            
            
            193,375
            
            
            -
            
            
            193,375-
                Research, Studies and Trials
            
            
            -
            
            
            -
            
            
            -
            
            
            177,500-
                Publishing
            
            
            -
            
            
            428
            
            
            252
            
            
            172,402-
                Television
            
            
            -
            
            
            116,687
            
            
            -
            
            
            236,073-
                Royalty
            
            
            22,466
            
            
            20,668
            
            
            47,035
            
            
            53,571-
                Other
            
            
            15,166
            
            
            31,000
            
            
            15,166
            
            
            43,000Total
                Revenue
            
            
            57,908
            
            
            473,157
            
            
            110,235
            
            
            1,104,530**Cost
                of Services:**Clinics
            
            
            51,446
            
            
            155,893
            
            
            113,077
            
            
            309,725Seminars
                and Conferences
            
            
            -
            
            
            425,690
            
            
            -
            
            
            425,690Research,
                Studies and Trials
            
            
            -
            
            
            -
            
            
            -
            
            
            69,320Total
                Cost of Services
            
            
            51,446
            
            
            581,583
            
            
            113,077
            
            
            804,735**Gross
                Profit (Loss)**
            
            
            6,462
            
            
            (108,426
            )
            
            (2,842
            )
            
            299,795**Selling,
                General & Administrative Expenses**
            
            
            476,809
            
            
            474,169
            
            
            802,882
            
            
            941,966**(Loss)
                from Operations**
            
            
            (470,347
            )
            
            (582,595
            )
            
            (805,724
            )
            
            (642,171
            )**Interest
                Expense**
            
            
            13,008
            
            
            685
            
            
            38,988
            
            
            983**Net
                (Loss)**
            
            $
            (483,355
            )
            $
            (583,280
            )
            $
            (844,712
            )
            $
            (643,154
            )**Basic
                and Diluted (Loss) Per Share**
            
            $
            (0.01
            )
            $
            (0.02
            )
            $
            (0.02
            )
            $
            (0.02
            )**Weighted-Average
                Shares Outstanding**
            
            
            34,380,338
            
            
            31,501,933
            
            
            34,045,495
            
            
            31,452,555




**The
                accompanying notes are an integral part of these financial
                statements.**





5




**BERMAN
                CENTER, INC.****CONSOLIDATED
                STATEMENTS OF CASH FLOWS****For
                the Six Months Ended June 30, 2007 and 2006
                (Unaudited)**




For
                The Six
            
            For
                The SixMonths
                Ended
            
            Months
                EndedJune
                30, 2007
            
            June
                30, 2006(Unaudited)
            
            (Unaudited)**Cash
                flows from (to) Operating Activities:**Net
                (Loss)
            
            $
            (844,712
            )
            $
            (643,154
            )Adjustments
                to Reconcile Net (Loss) to Net Cash (Used in) Operating
                Activities:Depreciation
                and Amortization
            
            
            54,587
            
            
            78,649Placement
                Fees
            
            
            141,867
            
            
            -(Increase)
                Decrease inAccounts
                Receivable
            
            
            10,519
            
            
            5,041Deposits
            
            
            41,313
            
            
            56,313Other
                Receivables, Related Party
            
            
            5,629
            
            
            -Prepaid
                Expenses and Other Current Assets
            
            
            -
            
            
            (25,418
            )Inventory
            
            
            5,036
            
            
            (4,828
            )Increase
                (Decrease) inAccounts
                Payable and Accrued Expenses
            
            
            58,451
            
            
            175,430Deferred
                Revenue
            
            
            110,000
            
            
            (178,283
            )Deferred
                Rent
            
            
            3,030
            
            
            16,152Net
                Cash (Used in) Operating Activities
            
            
            (414,280
            )
            
            (520,098
            )**Cash
                Flows from (to) Financing Activities:**Proceeds
                from Issuance of Convertible Note Payable
            
            
            285,000
            
            
            -Proceeds
                from Issuance of Common Stock
            
            
            -
            
            
            388,750Payments
                on Capital Leases
            
            
            (4,877
            )
            
            (6,849
            )Net
                Cash Provided by Financing Activities
            
            
            280,123
            
            
            381,901Net
                (Decrease) in Cash and Cash Equivalents
            
            
            (134,157
            )
            
            (138,197
            )**Cash
                and Cash Equivalents, Beginning of Period**
            
            
            179,607
            
            
            753,087**Cash
                and Cash Equivalents, End of Period**
            
            $
            45,450
            
            $
            614,890**Cash
                paid for interest expense**
            
            $
            -
            
            $
            -**Supplemental
                schedule of non-cash investing and financing
                activities**On
                March 7, 2007, the company issued 800,000 shares to Hunter World
                Markets
                as the placement agent. The shares are valued at
                $112,000.On
                May 25, 2007, the company issued 213,333 shares to Hunter World Markets
                as
                the placement agent. The shares are valued at $29,866.




**The
                accompanying notes are an integral part of these financial
                statements.**




6




**BERMAN
      CENTER, INC.**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**




**NOTE
      1 - ORGANIZATION AND LINE OF BUSINESS**





Berman
      Center, Inc. and subsidiaries (the “Company”), headquartered in Chicago,
      Illinois, is a health center for women focused on female sexual health. The
      Company operates through its wholly owned subsidiary, Berman Health and Media,
      Inc. (“BHM”). Dr. Laura Berman, the Company’s President, is a researcher in the
      field of women's sexual health. Dr. Berman, who is not a physician, earned
      her
      Master's in Clinical Social Work and Doctorate in Health Education and Therapy
      (specializing in human sexuality) at New York University. Berman Center is
      attempting to leverage Dr. Berman’s credentials by creating a portfolio of
      branded related products and services that are marketed through a diversified
      media platform.





Effective
      July 27, 2006, the medical services portion of the clinic’s business was
      discontinued and the focus shifted to talk therapy and individual and couples
      therapy retreats. There was a decrease in clinic revenue as a result of this
      change along with a decrease in clinic costs and expenses. It was management’s
      intention to shift the emphasis of the clinic’s business to talk therapy and
      expand these clinic services and to increase clinic revenue by expanding talk
      therapy services and individual and couples therapy retreats.





**NOTE
      2 - GOING CONCERN AND MANAGEMENT’S PLANS**





The
      accompanying financial statements have been prepared in conformity with
      accounting principles generally accepted in the United States of America, which
      contemplate continuation of the Company as a going concern. During the period
      ended June 30, 2007, the Company incurred a net loss of $844,712 and had a
      working capital deficit. In addition, the Company had an accumulated deficit
      of
      $6,857,370 at June 30, 2007. These factors raise substantial doubt about the
      Company’s ability to continue as a going concern.




Recovery
      of the Company’s assets is dependent upon future events, the outcome of which is
      indeterminable. Management plans to continue to provide for its capital needs
      during the year ended December 31, 2007 by issuing debt and equity securities
      and by the continued development of its business. The financial statements
      do
      not include any adjustments relating to the recovery and classification of
      recorded asset amounts or amounts and classification of liabilities that might
      be necessary should the Company be unable to continue in existence.





**NOTE
      3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





Principles
      of Consolidation




The
      consolidated financial statements include the accounts of Berman Center, Inc.
      and its wholly-owned subsidiary Berman Health and Media, Inc. In addition,
      the
      consolidated financial statements of Berman Center, Inc. include the accounts
      of
      LB Center, Inc. All significant inter-company accounts and transactions are
      eliminated in consolidation.





Development
      Stage Enterprise




In
      prior
      years the Company had been a development stage as defined in Statement of
      Financial Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by
      Development Stage Enterprises." The Company emerged from development stage
      during 2006 by executing its plan to develop sources of multimedia revenue.
      Prior to emergence from development stage status, nominal revenues were derived
      from research studies, publishing or television.





Revenue
      Recognition




Revenues
      are recognized when realized or realizable and earned. Patients at the clinic
      are required to pay on the day of their appointment (at the point of service).
      Patients are allowed to pay either with cash, check or credit card. Items for
      bad debt or returned or rejected credit cards are very minimal and are recorded
      as they occur. If the clinic changed its policy in the future and granted credit
      to its patients, a review of the current procedures would be necessary and
      allowances for bad debt write-offs would be warranted.




7




Costs
      for
      these revenues constitute primarily outside lab fees and internal payroll
      expenses for clinical staff. These costs are recognized as they are
      incurred.




Revenue
      related to the hosting of CPE seminars for clinicians is recognized once the
      seminar has been conducted. Costs for these revenues consist primarily of hotel
      charges for the rooms and audio visual equipment as well as payments of
      honorariums to speakers at the seminar. Costs for these revenues are also
      recognized once the seminar has been conducted.





Revenue
      related to the publishing of books is recognized when the book is released
      by
      the publisher. Costs for these revenues consist primarily of internal payroll
      expenses for a staff writer. These costs are recognized as they are
      incurred.





Revenue
      related to research and clinic or (clinical) trials is recognized when the
      work
      is complete. Because of the nature of the contracts, which generally require
      the
      Company to release the results of their studies when complete, release of the
      results of the clinical research is the indicator that the Company uses to
      measure delivery and acceptance of the related services. Costs for these
      revenues constitute primarily research expenses paid to outside contractors.
      These costs are also recognized as they are incurred.





From
      time
      to time, the Company and its executives may be compensated for performing
      certain media appearances. The Company recognizes this income when it is earned,
      the services are performed and collection is probable.





Radio
      and
      other media revenue represents advertising revenue earned from sponsors who
      advertise on the Dr. Laura Berman Radio Show, royalties from products licensed
      by us and publishing of books. Dr. Berman is not paid for hosting her radio
      show. When such revenue is generated, it is recognized when it is earned, the
      services are performed and collection is probable.





Television
      revenue represents revenue earned from appearances Dr. Berman has made on Fox
      News in the Morning and from the weekly taping and production of the new reality
      television show ‘Sexual Healing’ which aired on the Showtime cable channel. When
      such revenue is generated, it is recognized when it is earned, the services
      are
      performed and collection is probable.





Cash
      and Cash Equivalents




For
      the
      purpose of the statements of cash flows, the Company considers all highly liquid
      investments purchased with original maturities of three months or less to be
      cash equivalents.





Property
      and Equipment




Property
      and equipment are stated at cost. The Company provides for depreciation and
      amortization using the straight-line method over estimated useful lives of
      five
      to seven years. Leasehold improvements are amortized over the lesser of the
      estimated useful life of the asset or the term of the lease. Expenditures for
      maintenance and repairs are charged to operations as incurred while renewals
      and
      betterments are capitalized. Gains or losses on the sale of property and
      equipment are reflected in the statements of operations.





Deferred
      Revenue




The
      Company records deferred revenue on amounts received in advance from clients
      and
      corporate sponsors to support the work of the clinic while it conducts research
      studies or while Dr. Laura Berman writes a book. The Company also receives
      amounts in advance from registrants who plan to attend conferences conducted
      by
      the clinic.  Additionally, the Company may also receive advances for
      television, DVD or other production/marketing materials.  The revenue will
      be recognized when the work is complete and the results of the research are
      released, the book is published, the DVD series is released, and when the
      conference has been conducted.




8




Fair
      Value of Financial Instruments




The
      Company’s financial instruments include cash and cash equivalents, receivables
      and other current assets, accounts payable, accrued expenses and deferred
      revenue. The book value of all other financial instruments is representative
      of
      their fair values.





Stock-Based
      Compensation




The
      Company adopted Statements of Financial Accounting Standards (”SFAS *”* )
      No. 123 (Revised 2004), *Share
      Based Payment* (“SFAS
      No. 123R”), under the modified-prospective transition method on
      January 1, 2006.  SFAS No. 123R requires companies to
      measure and recognize the cost of employee services received in exchange for
      an
      award of equity instruments based on the grant-date fair value.
 Share-based compensation recognized under the modified-prospective
      transition method of SFAS No. 123R includes share-based compensation based
      on the grant-date fair value determined in accordance with the original
      provisions of SFAS No. 123, *Accounting
      for Stock-Based Compensation,* for
      all
      share-based payments granted prior to and not yet vested as of
      January 1, 2006 and share-based compensation based on the grant-date
      fair-value determined in accordance with SFAS No. 123R for all share-based
      payments granted after January 1, 2006. SFAS No. 123R eliminates
      the ability to account for the award of these instruments under the intrinsic
      value method prescribed by Accounting Principles Board (“APB”) Opinion
      No. 25, *Accounting
      for Stock Issued to Employees* ,
      and
      allowed under the original provisions of SFAS No. 123.




The
      Company did not record any stock-based compensation expense during the six
      months ended June 30, 2007 and 2006 as all employee stock options were fully
      vested prior to the adoption of SFAS 123R.





Loss
      Per Share




The
      Company utilizes SFAS No. 128, "Earnings per Share." Basic loss per share is
      computed by dividing loss available to common shareholders by the
      weighted-average number of common shares outstanding. Diluted loss per share
      is
      computed similar to basic loss per share except that the denominator is
      increased to include the number of additional common shares that would have
      been
      outstanding if the potential common shares had been issued and if the additional
      common shares were dilutive. Due to the net loss, none of the potentially
      dilutive securities were included in the calculation of diluted earnings per
      share since their effect would be anti-dilutive.





Advertising
      and Marketing Costs





The
      Company expenses costs of advertising and marketing as incurred.
 Advertising and marketing expense for the periods ended June 30, 2007
      and 2006 were $31,501 and $7,464, respectively.





Income
      Taxes




Current
      income tax expense is the amount of income taxes expected to be payable for
      the
      current year. A deferred income tax asset or liability is established for the
      expected future consequences resulting from the differences in the financial
      reporting and tax bases of assets and liabilities. Deferred income tax expense
      (benefit) is the change during the year in the deferred income tax asset or
      liability.





Valuation
      allowances are established when necessary to reduce deferred tax assets to
      the
      amount expected to be “more likely than not” realized in the future based on the
      Company’s current and expected operating results.





The
      significant components of the provision for income taxes at June 30, 2007 and
      2006 were $0 and $0, respectively, for the current state provision. There was
      no
      state deferred and federal tax provision.





Due
      to
      its current net loss position, the Company has provided a valuation allowance
      in
      full on its net deferred tax assets in accordance with SFAS 109 and in light
      of
      the uncertainty regarding ultimate realization of the net deferred tax
      assets.




9




Deferred Rent




The
      Company has entered into an operating lease agreement for its corporate office
      which contains a provision for future rent increases. The Company records
      monthly rent expense equal to the total of the payments due over the lease
      term,
      divided by the number of months of the lease term. The difference between rent
      expense recorded and the amount paid is credited or charged to
      deferred rent, which is reflected as a separate line item in the
      accompanying balance sheet.





Estimates




The
      preparation of financial statements requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenue and expenses during the reporting
      period. Actual results could differ from those estimates.





Concentrations
      of Credit Risk




Financial
      instruments which potentially subject the Company to concentrations of credit
      risk consist of cash and cash equivalents. The Company places its cash and
      cash
      equivalents with high credit, quality financial institutions. At times, such
      cash and cash equivalents may be in excess of the Federal Deposit Insurance
      Corporation insurance limit of $100,000. The Company has not experienced any
      losses in such accounts and believes it is not exposed to any significant credit
      risk on cash and cash equivalents.





Reclassification




Certain
      amounts in the prior period financial statements have been reclassified for
      comparative purposes to conform to the presentation in the current period
      financial statements.





Recently
      Issued Accounting Pronouncements





In
      July
      2006, the FASB released FASB Interpretation No. 48, *Accounting
      for Uncertainty in Income Taxes, an interpretation of FASB Statement No.
      109* (FIN
      48).  FIN 48 clarifies the accounting and reporting for uncertainties in
      income tax law.  This interpretation prescribes a comprehensive model for
      the financial statement recognition, measurement, presentation and disclosure
      of
      uncertain tax positions taken or expected to be taken in income tax
      returns.  This statement is effective for fiscal years beginning after
      December 15, 2006.  The Company is currently in the process of evaluating
      the expected effect of FIN 48 on its results of operations and financial
      position.





In
      September 2006, the FASB issued SFAS No. 157, *Fair
      Value Measurements* (SFAS
      157). SFAS 157 establishes a framework for measuring fair value in generally
      accepted accounting principles, and expands disclosures about fair value
      measurements.  SFAS 157 is effective for financial statements issued for
      fiscal years beginning after November 15, 2007.  The Company is required to
      adopt the provision of SFAS 157, as applicable, beginning in fiscal year
      2008.  Management does not believe the adoption of SFAS 157 will have a
      material impact on the Company's financial position or results of
      operations.





In
      September 2006, the FASB issued SFAS No. 158, Employers' Accounting for Defined
      Benefit Pension and Other Postretirement Plan — an amendment of FASB Statement
      No. 87, 88, 106 and 132(R). SFAS No. 158 requires an employer to recognize
      the
      overfunded or underfunded status of a defined benefit postretirement plan as
      an
      asset or liability in its statement of financial position and recognize changes
      in the funded status in the year in which the changes occur. SFAS No. 158 is
      effective for fiscal years ending after December 15, 2006. The Company believes
      that the adoption of SFAS No. 158 will not have a material impact on the
      Company's financial position, results of operations or cash flows.





In
      February of 2007 the FASB issued SFAS 159, “ *The
      Fair Value Option for Financial Assets and Financial Liabilities—Including an
      amendment of FASB Statement No. 115*.”
       The statement permits entities to choose to measure many financial
      instruments and certain other items at fair value. The objective is to improve
      financial reporting by providing entities with the opportunity to mitigate
      volatility in reported earnings caused by measuring related assets and
      liabilities differently without having to apply complex hedge accounting
      provisions.  The statement is effective as of the beginning of an entity’s
      first fiscal year that begins after November 15, 2007.  The
      Company is analyzing the potential accounting treatment.




10




In
      September 2006, the SEC issued SAB No. 108, Considering the Effects of Prior
      Year Misstatements when Quantifying Misstatements in Current Year Financial
      Statements ("SAB 108”). SAB 108 requires that registrants quantify errors using
      both a balance sheet and income statement approach and evaluate whether either
      approach results in a misstated amount that, when all relevant quantitative
      and
      qualitative factors are considered, is material. SAB 108 is not expected to
      have
      a material impact on the Company's consolidated financial
      statements.





**NOTE
      4 - RELATED PARTY TRANSACTIONS**





Other
      Receivables, Related Party at June 30, 2007 were $7,056.  This amount
      consists primarily of rent revenue due from Empower Public Relations, LLC
      (“Empower”) under the Agreement to Sublease, net of amounts expensed for public
      relations services (see Public Relations Agreement below).  Empower is
      owned solely by Samuel P. Chapman, Chairman of the Board of Directors and former
      CEO of Berman Center, Inc., and shares office space with the Company. 
Other minor amounts include miscellaneous incidental expenses paid by the
      Company for Empower during its initial establishment phase.





Agreement
      to Sublease




On
      October 1, 2006 the Company entered into a month-to-month sublease agreement
      with Empower Public Relations, LLC. Rental payments are $7,000 per month and
      the
      sublease can terminate at either party’s discretion with advance
      notice.





The
      sublease revenue is recorded in selling, general and administrative expenses
      as
      a reduction to the rent expense.





Public
      Relations Agreement




In
      November 2006 the Company entered into an agreement with Empower Public
      Relations whereby they will perform public relations services to procure local
      and national media recognition of Berman Center as well as to generate new
      business opportunities. Fees of $5,000 are due monthly and the agreement can
      terminate at any time at the discretion of the Company.





The
      costs
      of the public relations agreement with Empower are netted against the sublease
      revenue on a monthly basis. The remaining $2,000 receivable difference is held
      in the Other Receivables, Related Party account until paid by
      Empower.





**NOTE
      5 - PROPERTY AND EQUIPMENT**





Property
      and equipment at June 30, 2007 consisted of the following:





Equipment
            
            $
            241,503Furniture
                and fixtures
            
            
            190,587Leasehold
                improvements
            
            
            253,786685,876Less
                accumulated depreciation and amortization
            
            
            404,677**Total**
            
            $
            281,199






11




Depreciation
      and amortization expense for the six months ended June 30, 2007 and 2006 was
      $54,587 and $78,649, respectively.





**NOTE
      6 - CONVERTIBLE NOTES PAYABLE**





On
      October 6, 2006, the Company executed a Secured Convertible Promissory Note
      (the
“Promissory Note”) in favor of Hunter Fund LTD. (“Hunter Fund”), pursuant to
      which Hunter Fund agreed to lend the principal amount of $200,000 to the
      Company. The terms of the Promissory Note provide that, among other things:
      (i)
      the Promissory Note is to be secured by all of the assets of the Company and
      its
      wholly-owned subsidiary Berman Health & Media, Inc., (ii) the term of the
      Promissory Note is one year with an interest rate per annum of fifteen percent
      (15%), (iii) the conversion rate for the Promissory Note will be the lesser
      of
      50% of the market rate or $0.25 per share, and (iv) Hunter Fund will have demand
      and piggyback registration rights for the shares of the Company’s common stock
      that are issueable upon conversion of the Promissory Note.





In
      connection with and as a condition to the Promissory Note, the Company engaged
      an affiliate (the “Affiliate”) of Hunter Fund, for a period of twenty-four (24)
      months from the date of the Promissory Note to act as its exclusive placement
      agent for potential financing transactions, the type and dollar amount being
      as
      mutually agreed to by the parties. As compensation for execution of the
      agreement, the Company agreed to issue to the Affiliate and its designee an
      aggregate of 800,000 shares of the Company’s common stock valued at $112,000. In
      addition, the Affiliate will receive compensation as mutually agreed by the
      parties at the time of any offering during the twenty-four month term, if any,
      depending on the offering type and size. An offering, if any, is expected to
      be
      conducted pursuant to Regulation D promulgated by the Securities and Exchange
      Commission and will be offered and sold only to “Accredited Investors” as that
      term is defined in Regulation D. The securities offered in an offering, if
      any,
      will not be registered under the Securities Act of 1933, as amended, and may
      not
      be offered or sold in the United States absent registration or an applicable
      exemption from registration requirements.





On
      March
      7, 2007, the Company executed a Secured Convertible Promissory Note (the “Second
      Promissory Note”) in favor of Hunter Fund LTD. (“Hunter Fund”), pursuant to
      which Hunter Fund agreed to lend the principal amount of $225,000 to the
      Company. The terms of the Second Promissory Note provide that, among other
      things: (i) the Second Promissory Note is to be secured by all of the assets
      of
      the Company and its wholly-owned subsidiary Berman Health & Media, Inc.,
      (ii) the note is due October 5, 2007 with an interest rate per annum of fifteen
      percent (15%), (iii) the conversion rate for the Second Promissory Note will
      be
      the lesser of 50% of the market rate or $0.25 per share, and (iv) Hunter Fund
      will have demand and piggyback registration rights for the shares of the
      Company’s common stock that are issueable upon conversion of the Second
      Promissory Note.





In
      connection with the Second Promissory Note, the Company issued to the Affiliate
      and its designee an aggregate of 800,000 shares of the Company’s common stock
      valued at $112,000.





On
      May
      25, 2007, the Company executed a Secured Convertible Promissory Note (the “Third
      Promissory Note”) in favor of Hunter Fund LTD. (“Hunter Fund”), pursuant to
      which Hunter Fund agreed to lend the principal amount of $60,000 to the Company.
      The terms of the Third Promissory Note provide that, among other things: (i)
      the
      Third Promissory Note is to be secured by all of the assets of the Company
      and
      its wholly-owned subsidiary Berman Health & Media, Inc., (ii) the note is
      due October 5, 2007 with an interest rate per annum of fifteen percent (15%),
      (iii) the conversion rate for the Third Promissory Note will be the lesser
      of
      50% of the market rate or $0.25 per share, and (iv) Hunter Fund will have demand
      and piggyback registration rights for the shares of the Company’s common stock
      that are issueable upon conversion of the Third Promissory Note.





In
      connection with the Third Promissory Note, the Company issued to the Affiliate
      and its designee an aggregate of 213,333 shares of the Company’s common stock
      valued at $29,866.








**NOTE
      7 - COMMITMENTS AND CONTINGENCIES**





Operating
      and Capital Leases





The
      Company leases an office in Chicago, Illinois which serves as the main clinic
      facility as well as the administrative and corporate office. The lease is
      scheduled to expire in August of 2014. A $250,000 letter of credit was
      originally required to provide credit support for the lease. The letter of
      credit was provided by LaSalle Bank. In November 2005, the letter of credit
      was
      replaced with a cash deposit. At June 30, 2007 the cash deposit balance
      held by the landlord was $123,938. Total rent expense incurred for the periods
      ended June 30, 2007 and 2006 was $97,915, which is net of $42,000 sublease
      revenue, and $144,300 respectively.


At
      June
      30, 2007 the Company is obligated under a capital equipment lease for office
      equipment. The capital lease was calculated using a 4.0% interest rate per
      annum. The monthly capital lease payment is $533,and terminates December
      2008.




12




Future
      minimum lease payments under operating and capital leases at June 30, 2007
      were
      as follows:





Year
                Ending
            
            Operating
            
            CapitalDecember
                31,
            
            Lease
            
            Lease2007
            
            $
            124,584
            
            $
            3,1992008
            
            $
            255,448
            
            $
            6,3982009
            
            $
            263,064
            
            $
            -2010
            
            $
            270,946
            
            $
            -2011
            
            $
            279,038
            
            $
            -Thereafter
            
            $
            786,352
            
            $
            -Total
                Minimum Lease Payments
            
            $
            1,979,432
            
            $
            9,597Less
                Amounts Representing Interest
            
            
            
            
            $
            1,483$
            8,114Less
                Current Portion
            
            
            
            
            $
            5,463Long-Term
                Portion
            
            
            
            
            $
            2,651





Employment
      Agreements




On
      June
      16, 2005, the Company and Dr. Laura Berman entered into a three-year employment
      agreement. Pursuant to such agreement, Dr. Berman will receive an annual salary
      of $200,000, provided that under certain circumstances the Board of Directors
      may increase her salary. In May 2006 the employment agreement with Dr. Laura
      Berman was amended and had been extended to a four-year agreement. In addition,
      Dr. Berman has also agreed to contribute to the Company all income, revenue
      and
      other compensation received by Dr. Berman in connection with activities related
      to the business operations of the Company during her employment, including,
      without limitation, all revenue from media sources, talent agreements with
      television production companies or other media sources and authorship royalties.
      These items are the sole property of the Company and may not be removed from
      the
      Company without approval of at least a majority in interest of the Company’s
      stockholders and adequate compensation to the Company. The contribution of
      income and revenues described above, however, does not include income, revenue
      and other compensation derived by Dr. Berman from honorarium fees and speaking
      engagements.





In
      the
      event that Dr. Berman performs services and earns compensation that would fall
      under this agreement, such amounts would be recorded when the contribution
      is
      considered due to the Company and the services have been completed by Dr.
      Berman. Contributions will be recorded as revenue or expense as
      appropriate.





On
      August
      14, 2006, Dr. Berman agreed to forego payment of her salary for an indefinite
      period of time. In addition, Samuel Chapman, Chief Executive Officer of the
      Company, who does not currently have an employment agreement with the Company,
      agreed to forego his salary for an indefinite period of time. On January 23,
      2007, the Board of Directors voted to reinstate the salaries of Dr. Berman
      and
      Mr. Chapman, effective immediately.




13




On
      February 15, 2007, Samuel Chapman, the Chief Executive Officer and Chairman
      of
      the Board of Directors of Berman Center, Inc., resigned from his position as
      Chief Executive Officer effective as of March 1, 2007. Mr. Chapman retained
      his
      position as Chairman of the Board of Directors of the Company. Upon the
      effective date of Mr. Chapman’s resignation, Dr. Laura Berman replaced Mr.
      Chapman as the Chief Executive Officer of the Company. Dr. Berman also retained
      her titles as President and a Director.





**NOTE
      8 - STOCKHOLDERS' EQUITY**





Common
      Stock




On
      May
      25, 2007, the company completed the following transaction:





·
            Issued
                213,333 shares to a placement agent valued at
                $29,866.





On
      March
      7, 2007, the company completed the following transaction:





·
            Issued
                800,000 shares to a placement agent valued at
                $112,000.





During
      the six months ended June 30, 2006, the Company completed the following
      transactions:





·
            Issued
                1,290,971 shares to third party investors for a cash total of $388,750.
                The shares issued were in relation to the exercise of 384,000 bridge
                warrants and 906,971 placement agent warrants previously issued as
                described below. In connection with the issuance, the Company also
                issued
                600,000 warrants to the placement
                agent.





The
      exercise price of the newly issued 600,000 placement agent warrants is $1.00
      per
      warrant and will have a three year term. The fair value of each warrant has
      been
      calculated with the following assumptions at the grant date; dividend yield
      of
      0%, expected volatility of 50%, risk free interest rate of 5.23% and an expected
      life of 3 years and was determined to not be material.





**NOTE
      9 - SUBSEQUENT EVENTS**





On
      July
      9, 2007, the Company executed a Secured Convertible Promissory Note (the “Fourth
      Promissory Note”) in favor of Hunter Fund LTD. (“Hunter Fund”), pursuant to
      which Hunter Fund agreed to lend the principal amount of $25,000 to the Company.
      The terms of the Fourth Promissory Note provide that, among other things: (i)
      the Fourth Promissory Note is to be secured by all of the assets of the Company
      and its wholly-owned subsidiary Berman Health & Media, Inc., (ii) the note
      is due October 5, 2007 with an interest rate per annum of fifteen percent (15%),
      (iii) the conversion rate for the Fourth Promissory Note will be the lesser
      of
      50% of the market rate or $0.25 per share, and (iv) Hunter Fund will have demand
      and piggyback registration rights for the shares of the Company’s common stock
      that are issueable upon conversion of the Fourth Promissory Note.





On
      August
      16, 2007, the Company executed a Secured Convertible Promissory Note (the “Fifth
      Promissory Note”) in favor of Hunter Fund LTD. (“Hunter Fund”), pursuant to
      which Hunter Fund agreed to lend the principal amount of $300,000 to the
      Company. The terms of the Fifth Promissory Note provide that, among other
      things: (i) the Fifth Promissory Note is to be secured by all of the assets
      of
      the Company and its wholly-owned subsidiary Berman Health & Media, Inc.,
      (ii) the note is due October 5, 2007 with an interest rate per annum of fifteen
      percent (15%), (iii) the conversion rate for the Fourth Promissory Note will
      be
      the lesser of 50% of the market rate or $0.25 per share, (iv) Hunter Fund
      will have automatic and piggyback registration rights for the shares of the
      Company’s common stock that are issueable upon conversion of the Fifth
      Promissory Note, and (v) Hunter Fund is entitled to penalty shares if the
      Company does not file a registration statement, within 10 days of the execution
      date of the Tifth Promissory Note, covering the securities issued or issuable
      in
      the Fourth Promissory Note and the Fifth Promissory Note.







14




**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATION**





*The
      following discussion should be read in conjunction with our Financial
      Statements, including the notes related thereto, and other financial information
      included herein. The analysis set forth below is provided pursuant to applicable
      Securities and Exchange Commission regulations and is not intended to serve
      as a
      basis for projections of future events. In addition, the information in this
      report includes forward-looking statements. These statements involve known
      and
      unknown risks, uncertainties and other factors that may cause our actual
      results, levels of activity, performance or achievements to be materially
      different from any future results, levels of activity, performance, or
      achievements expressed or implied by such forward-looking statements. Such
      factors include, among other things, those described under "Risk Factors" in
      our
      Annual Report on Form 10-KSB for the year ended December 31, 2006 and in this
      Quarterly Report on Form 10-QSB. In some cases, you can identify forward-looking
      statements by terminology such as "may," "will," "should," "could," "expects,"
      "plans," "intends," "anticipates," "believes," "estimates," "predicts,"
      "potential" or "continue" or the negative of such terms or other comparable
      terminology.*





*Although
      we believe that the expectations reflected in the forward-looking statements
      are
      reasonable, it cannot guarantee future results, levels of activity, performance,
      or achievements. Moreover, neither we nor any other person assumes
      responsibility for the accuracy and completeness of such statements. We are
      under no duty to update any of the forward-looking statements after the date
      of
      this report.*





**Overview**





We
      are a
      specialized health center for women focused on female sexual health and
      menopause management. Dr. Laura Berman, our President, is a researcher in the
      field of women's sexual health. Dr. Berman, who is not a physician, earned
      her
      Master's in Clinical Social Work and Doctorate in Health Education and Therapy
      (specializing in human sexuality) at New York University. It is important to
      note that effective July 27, 2006, the medical services portion of the clinic’s
      business was discontinued and the focus shifted to talk therapy and individual
      and couples therapy retreats.





Our
      principal source of revenue is from the clinical services that we provide out
      of
      our downtown Chicago clinic, comprising of approximately 10,000 square feet.
      Our
      clinical staff works to improve our patients’ quality of life, health and
      relationships. Clinical services include talk therapy performed by licensed
      clinical social workers, nutritional counseling and yoga classes. Our clinical
      staff currently includes one talk therapist.





Clinical
      services accounted for 43% and 21% respectively for the six months ended June
      30, 2007 and 2006. Revenue from clinic operations for the six months ended
      June
      30, 2007 decreased by $180,827 as compared to the six months ended June 30,
      2006. The decrease is primarily due to the difficulties management
      has encountered in maintaining or increasing patient flow at the
      clinic. It is important to note that effective July 27, 2006, the medical
      services portion of the clinic’s business was discontinued and the focus shifted
      to talk therapy and individual and couples therapy retreats. There was a
      decrease in clinic revenue initially, as a result of this change, but there
      was
      also a decrease in clinic costs and expenses. It is management’s intention to
      shift the emphasis of the clinic’s business to talk therapy and expand these
      clinic services and to increase clinic revenue by expanding talk therapy
      services and individual and couples therapy retreats.





We
      generate additional revenue from medical education courses. There was no revenue
      from education courses or seminars for the six months ended June 30, 2007,
      although revenue from education courses or seminars did account for 18% of
      our
      revenue for the six months ended June 30, 2006. We held our most recent medical
      education course on September 16 and 17, 2006. Costs for these revenues
      primarily consist of hotel charges for the rooms and audio-visual equipment
      as
      well as payments of honorariums to speakers at the seminar. At the present
      time,
      there are no plans to continue these programs due to the significant costs
      involved prior to the realization of revenues.





In
      addition to clinical services and medical education courses, we generate revenue
      from books authored by Dr. Berman. Pursuant to our employment agreement with
      Dr.
      Berman dated June 16, 2005, her residual rights and her ongoing rights in her
      books are pledged to the Berman Center. Dr. Berman’s book *The
      Passion Prescription* ,
      which
      is a do-it-yourself guide to sexual wellness, was released during January 2006.
      In connection with the book’s release, Dr. Berman received a final advance
      payment of $77,916, after deducting her literary agent’s commission, during
      January 2006; and, the payment has been paid to our company in
      accordance with Dr. Berman’s employment agreement.




15




Dr.
      Berman’s book was released in January 2006 and total revenue of $166,874 from
      the book is recognized for the six months ended June 30, 2006. In addition
      to
      the payment that we received in connection with *The
      Passion Prescription* ,
      we have
      received various smaller amounts of publishing revenue from a few magazine
      companies from allowing them to publish excerpts of Dr. Berman’s book in their
      respective magazines. Costs that we incurred in connection with book publishing
      primarily consisted of internal payroll expenses for our staff writer who
      assisted Dr. Berman in authorship of a book. Our writer’s annual salary was
      approximately $75,000 at the time, but she has since resigned. At the present
      time there are no set plans for the publication of any new works, although
      concepts have been discussed and the possibility of a new book deal may arise
      at
      any time.





We
      entered into the television production business. We executed an agreement
      with Gantz Brothers' View Film Productions to furnish Dr. Laura Berman for
      a
      television series to be produced by View Film Productions for the Showtime
      Network. The show, which is entitled *Sexual
      Healing* ,
      tracks
      three couples' progress through intensive couples’ therapy at the Berman Center
      over a one-week period. There have been nine such weekly episodes to date.
      The
      Showtime Network picked up the series in September 2005 and premiered the show
      on July 21, 2006. We were entitled to a payment from View Films Production
      equal
      to 10% of the production budgets paid by Showtime to View Film Productions.
      The
      production budget payments were guaranteed by Showtime Network for the first
      season of the show. Showtime Network was not obligated to renew the show for
      a
      second season and eventually chose not to do so. Television production is a
      speculative business because revenues and income depend primarily on the
      continued acceptance of that programming from the public. The Showtime series
      failed to secure a sufficient audience and our programming was canceled. The
      revenues we anticipated generating from television programming will
      substantially decline unless the show is picked up by another network. Interest
      has been expressed by other networks but terms have not been discussed to renew
      the program. During the six months ended June 30, 2006, the Company had earned
      total television revenue of $236,073 and received payment for the eight weekly
      shows produced from our television production business in connection with the
      Showtime series.





We
      entered into an agreement with Waterfront Media, Inc., an online publisher
      of
      self-help media, to create a subscription-based website featuring content from
      Dr. Laura Berman's book *The
      Passion Prescription* .
      The
      website has been earning nominal, yet steadily increasing, revenues since
      February 2006. In addition to subscription revenue, the website offers for
      sale
      Dr. Berman's line of Kegel exercise and sexual aid products under the brand
      name
      "Berman Center Intimate Accessories," which was created in partnership with
      California Exotics Novelties, LLC. Dr. Berman and our management team designed
      the products and California Exotics is distributing and managing the products.
      We are entitled to an 8% share or royalty of the revenue of the product line
      paid to California Exotics. For the six months ended June 30, 2007 and 2006
      we
      recognized revenue of $47,035 and $53,571, respectively from such royalties.





**Critical
      Accounting Policies Used in Financial Statements**





We
      prepare our financial statements in accordance with accounting principles
      generally accepted in the United States. The preparation of these financial
      statements requires management to make estimates and assumptions that affect
      the
      reported amounts of assets and liabilities and the disclosure of contingent
      assets and liabilities at the date of the financial statements and the reported
      amounts of revenues and expenses during the reporting period. Management's
      estimates and judgments are based on historical experience and various other
      factors that are believed to be reasonable under the circumstances, the results
      of which form the basis for making judgments about the carrying values of assets
      and liabilities that are not readily apparent from other sources. Actual results
      may differ from these estimates under different assumptions or
      conditions.





**Revenue
      Recognition**





Revenues
      are recognized when realized or realizable and earned. Patients at the clinic
      are required to pay on the day of their appointment (at the point of service).
      Patients are allowed to pay either with cash, check or credit card. Items for
      bad debt or returned or rejected credit cards are very minimal and are recorded
      as they occur. If the clinic changed its policy in the future and granted credit
      to its patients, a review of the current procedures would be necessary and
      allowances for bad debt write-offs would be warranted. Costs for these revenues
      primarily consist of outside lab fees and internal payroll expenses for clinical
      staff. These costs are recognized as they are incurred.





16




Revenue
      related to the hosting of continuing medical education seminars for clinicians
      is recognized once the seminar has been conducted. Costs for these revenues
      primarily consist of hotel charges for the rooms and audio visual equipment
      as
      well as payments of honorariums to speakers at the seminar. Costs for these
      revenues are also recognized once the seminar has been conducted.





Revenue
      related to the publishing of books is recognized when the book is released
      by
      the publisher. Costs for these revenues constitute primarily internal payroll
      expenses for a staff writer. These costs are recognized as they are
      incurred.





Revenue
      related to research and clinic or (clinical) trials is recognized when the
      work
      is complete. Because of the nature of the contracts, which generally require
      us
      to release the results of our studies when complete, release of the results
      of
      the clinical research is the indicator that we use to measure delivery and
      acceptance of the related services. Costs for these revenues constitute
      primarily research expenses paid to outside contractors. These costs are also
      recognized as they are incurred.





Radio
      and
      royalty revenue represents advertising revenue earned from sponsors who
      advertise on the Dr. Laura Berman Radio Show, royalties from products licensed
      by us. Dr. Berman is not paid for hosting her radio show. We earn revenue at
      times, from television appearances that are made by Dr. Berman and from the
      taping of a new reality television series called ‘Sexual Healing’ which aired on
      the Showtime cable channel. Publishing revenue represents revenue earned from
      releasing of a new book written by Dr. Berman. Revenue from research projects
      represent revenue generated from a study conducted by Dr. Berman. When such
      revenue is generated, we recognize the revenue when it is earned, the services
      are performed and collection is probable.





**Results
      of Operations**





Our
      discussion and analysis of our financial condition and results of operations
      are
      based upon our financial statements, which have been prepared in accordance
      with
      U.S. generally accepted accounting principles. The preparation of these
      financial statements requires us to make estimates and judgments that affect
      the
      reported amounts of assets, liabilities, revenues and expenses, and related
      disclosure of contingent assets and liabilities. On an on-going basis, we
      evaluate our estimates, including those related to inventories, any expected
      bad
      debts and long-lived assets. We base our estimates on historical experience
      and
      on various other assumptions that we believe to be reasonable under the
      circumstances, the results of which form the basis for making judgments about
      the carrying values of assets and liabilities that are not readily apparent
      from
      other sources. Actual results may differ from these estimates under different
      assumptions or conditions.





**Comparison
      of the Three Months ended June 30, 2007 to the Three Months ended June 30,
      2006**





*Revenue*





For
                the three months ended
              June
                30,**2007**
            
            **2006**(unaudited)
            
            (unaudited)Clinic
                revenue
            
            $
            20,276
            
            $
            110,999Seminars
                and conferences
            
            
            -
            
            
            193,375Publishing
            
            
            -
            
            
            428Television
            
            
            -
            
            
            116,687Royalty
            
            
            22,466
            
            
            20,668Other
            
            
            15,166
            
            
            31,000**Total
                Revenue**
            
            **$**
            **57,908**
            
            **$**
            **473,157**




17




Revenue
      from clinic operations for the three months ended June 30, 2007, decreased
      by
      $90,723 as compared to the three months ended June 30, 2006, from $110,999.
      This
      is primarily due to the discontinuation of medical services which occurred
      on
      July 27, 2006. These additional services were responsible for a substantial
      portion of the revenue and patient flow. Seminar and conferences revenue was
      generated by two conferences the company hosted. Seminar and conferences revenue
      for the three months ended June 30, 2006 was $193,375. In comparison, there
      was
      no revenue for these activities during the three months ended June 30, 2007.
      Royalty revenue is derived from arrangements with the company’s manufacturer and
      distributor for the company’s line of products (royalties are based on a
      percentage of products sold).  Revenue
      for the three months ended June 30, 2006, also included $428 in publishing
      revenue, $116,687 from production of a television series, $20,668 of royalty
      revenue, and $31,000 of other revenue. As a result, total revenue in the three
      months ended June 30, 2007 decreased by $415,249 from the previous year.





*Cost
      of Goods Sold*





For
                the three months ended
              June
                30,**2007**
            
            **2006**(unaudited)
            
            (unaudited)Clinics
            
            $
            51,446
            
            $
            155,893Conference
                expense
            
            
            -
            
            
            425,690$
            51,446
            
            $
            581,583**Gross
                Margin**
            
            $
            **6,462**
            
            **$**
            (108,426
            )**Gross
                Margin %**
            
            
            **11.2**
            **%**
            
            **-22.9**
            **%**




Cost
      of
      goods sold during the three months ended June 30, 2007 was $530,137 lower than
      cost of goods sold during the three months ended June 30, 2006. This is due
      mainly to higher staffing levels for the three months ended June 30, 2006 as
      compared to the three months ended June 30, 2007. It should be noted that
      effective July 27, 2006, the medical services portion of the clinic’s business
      was discontinued and the focus shifted to talk therapy and individual and
      couples therapy retreats. The majority of the clinic related costs were
      associated with the medical services. Consequently, the costs of services
      decreased significantly after this date. Another reason for higher cost of
      goods
      sold in the three months ended June 30, 2006 is due to expenses related to
      the
      two conferences the Company hosted during the three months ended June 30, 2006.
      The total conference expenses for the two conferences were $425,690. By
      comparison, there were no conference expenses for the three months ended June
      30, 2007.





*Selling,
      General and Administrative Expenses*





For
                the three months ended
              June
                30,**2007**
            
            **2006**(unaudited)
            
            (unaudited)Selling,
                General &Administrative
                Expenses
            
            $
            476,809
            
            $
            474,169**SG&A
                (as a % of revenue)**
            
            
            **823.4**
            **%**
            
            **100.2**
            **%**





Selling,
      general and administrative expenses during the three months ended June 30,
      2007
      was $2,640 higher than selling, general and administrative expenses for the
      three months ended June 30, 2006. The significant components of selling, general
      and administrative expenses for the three months ended June 30, 2006 include:
      $178,501 in expenses related to payroll related costs, $71,781 in rent expense,
      $39,324 in depreciation expense, $41,233 in consultant fees, $26,500 in audit
      fees, $26,601 in legal fees, $25,496 in supplies, utilities, postage and
      subscriptions and $23,514 in commercial insurance expenses. The significant
      components of selling, general and administrative expenses for the three months
      ended June 30, 2007 include: $57,087 in expenses related to payroll related
      costs, $83,173 in legal expenses, $30,704 in audit expenses, $30,119 in rent
      expense, which is net of $21,000 sublease revenue, $27,690 in depreciation
      expense, and $15,141 in public relations expenses.




18


*Interest
      Expense*





For
                the three months ended
              June
                30,**2007**
            
            **2006**(unaudited)
            
            (unaudited)Interest
                Expense
            
            $
            13,008
            
            $
            685**Interest
                Expense (as a % of revenue)**
            
            
            **22.5**
            **%**
            
            **0.1**
            **%**





Interest
      expense during the three months ended June 30, 2007 was $12,323 higher than
      interest expense for the three months ended June 30, 2006. This is mostly due
      to
      interest charges related to debt financing secured after October, 2006. The
      Company did not have any debt financing prior to October, 2006.





*Net
      Loss*





For
                the three months ended
              June
                30,**2007**
            
            **2006**(unaudited)
            
            (unaudited)Net
                (Loss)
            
            
            ($483,355
            )
            
            ($583,280
            )**%
                of Revenue**
            
            
            **-834.7**
            **%**
            
            **-123.3**
            **%**





The
      decrease in net loss is mainly due to the lack of any costs from seminars and
      conferences in the three months ended June 30, 2007, in addition to a
      significant decrease in Clinic expenses in the three months ended June 30,
      2007.




During
      the three months ended June 30, 2006, the Company hosted two conferences that
      generated $193,375 in revenue. The total revenue from television of $116,687
      for
      the three months ended June 30, 2006 includes revenue from the production of
      the
      Showtime television series entitled ‘Sexual Healing’ (this revenue represents 4
      weekly shows produced out of 8 shows to be produced in total). The Company
      also
      recognized Royalty revenue of $20,668 which had no costs associated with it,
      and
      $428 in publishing revenue. By comparison, in the three months ended June 30,
      2007, the Company recognized $20,276 in clinic revenue, $0 in publishing
      revenue, and $22,466 of royalty revenue.




19




The
      company also recognized other income of $15,166 for the three months ended
      June
      30, 2007, which relates to the receipt of hotel commissions for to the
      conferences held in 2006. Other income for the three months ended June 30,
      2006,
      included public relations revenue of $31,000. The company no longer provides
      public relations service.





**Comparison
      of the Six Months ended June 30, 2007 to the Six Months ended June 30,
      2006**





*Revenue*





For
                the six months ended
              June
                30,**2007**
            
            **2006**(unaudited)
            
            (unaudited)Clinic
                revenue
            
            $
            47,782
            
            $
            228,609Seminars
                and conferences
            
            
            -
            
            
            193,375Research,
                studies and trials
            
            
            -
            
            
            177,500Publishing
            
            
            252
            
            
            172,402Television
            
            
            -
            
            
            236,073Royalty
            
            
            47,035
            
            
            53,571Other
            
            
            15,166
            
            
            43,000**Total
                Revenue**
            
            **$**
            **110,235**
            
            **$**
            **1,104,530**





Total
      revenue decreased significantly in the six months ended June 30, 2007, to
      $110,235 as compared to $1,104,530 for the six months ended June 30, 2006.
      This
      is primarily due to the revenue generated by the two conferences the company
      hosted, the Media activities performed by the company and a research study
      conducted in the six months ended June 30, 2006. Revenue from clinic operations
      for the six months ended June 30, 2007, decreased by $180,827 as compared to
      the
      six months ended June 30, 2006. The decrease is due to a decline in the demand
      for our clinic services as compared to the same period from the previous year.
      It is important to note that effective July 27, 2006, the medical services
      portion of the clinic’s business was discontinued and the focus shifted to talk
      therapy and individual and couples therapy retreats.




There
      was
      a decrease in clinic revenue as a result of this change along with a decrease
      in
      clinic costs and expenses. It is management’s intention to shift the emphasis of
      the clinic’s business to talk therapy and expand these clinic services and to
      increase clinic revenue by expanding talk therapy services and individual and
      couples therapy retreats.





Revenue
      for the six months ended June 30, 2006, also included $451,475 in Media revenue,
      which breaks down as follows: publishing revenue of $172,402 (primarily from
      the
      release of Dr. Berman’s new book ‘The Passion Prescription’); $233,373 of
      revenue from the production of the Showtime television series entitled ‘Sexual
      Healing’ (this revenue represents 8 weekly shows produced in total); public
      relations revenue of $43,000 (this revenue is generated by the Company’s public
      relation employees spending a portion of their time providing public relation
      services to outside clients and invoicing those clients for these services);
      and
      $2,700 of revenue for television appearances by Dr. Laura Berman on the Fox
      News
      in the Morning TV show. In comparison, there was only Media revenue of $252
      for
      the six months ended June 30, 2007, related to magazine publications of excerpts
      from Dr. Berman’s books. The Company earned Research revenue of $177,500 in the
      six months ended June 30, 2006. The research project focused on sexual intimacy
      and was sponsored by Johnson & Johnson. There was no research revenue for
      the six months ended June 30, 2007. Royalty revenue for the six months ended
      June 30, 2006, was $53,571. By comparison, there was Royalty revenue of $47,035
      for the six months ended June 30, 2007. Royalty revenue is derived from
      arrangements with our manufacturer and distributor for our line of products
      for
      which royalties are based on a percentage of products sold. As such, the
      aforementioned revenue activities comprise the $994,295 decrease in revenue
      for
      the six months ended June 30, 2007, as compared to the same period in
      2006.




20


*Expenses*





*Cost
      of Goods Sold*





For
                the six months ended
              June
                30,**2007**
            
            **2006**(unaudited)
            
            (unaudited)Clinics
            
            $
            113,077
            
            $
            309,725Conference
                expense
            
            
            -
            
            
            425,690Research,
                studies and trials
            
            
            -
            
            
            69,320$
            113,077
            
            $
            804,735**Gross
                Margin**
            
            **$**
            **(2,842**
            **)**
            **$**
            **299,795****Gross
                Margin %**
            
            
            **-2.6**
            **%**
            
            **27.0**
            **%**





Cost
      of
      goods sold during the six months ended June 30, 2007, was $691,658 lower than
      cost of goods sold during the six months ended June 30, 2006. This is due mainly
      to expenses related to the two conferences the Company hosted during the six
      months ended June 30, 2006. The total conference expenses for the two
      conferences were $425,690. By comparison, there were no conference expenses
      for
      the six months ended June 30, 2007. Also, there were higher staffing levels
      for
      the six months ended June 30, 2006, as compared to the six months ended June
      30,
      2007.  It
      is
      important to note that effective July 27, 2006, the medical services portion
      of
      the clinic’s business was discontinued and the focus shifted to talk therapy and
      individual and couples therapy retreats. As a consequence, staff reductions
      and
      other reduced medical service costs resulted in diminished clinic cost of goods
      sold. Another reason for higher cost of goods sold in the six months ended
      June
      30, 2006, is due to research expenses of $69,320. These expenses represent
      outside costs incurred associated with the sexual intimacy study conducted
      by
      the company in the six months ended June 30, 2006. The Company earned revenue
      of
      $177,500 on the research project. By comparison, there was no research expenses
      in the six months ended June 30, 2007.





For
      the
      six months ended June 30, 2006, cost of services consisted of $291,159 in
      payroll related costs, conference expenses of $425,690, outside lab fees of
      $18,566 and research expenses of $69,320. For the six months ended June 30,
      2007, cost of services consisted of $106,966 in payroll related costs, and
      independent contractor costs of $6,112 .





*Selling,
      General and Administrative Expenses*





For
                the six months ended
              June
                30,**2007**
            
            **2006**(unaudited)
            
            (unaudited)Selling,
                General &Administrative
                Expenses
            
            $
            802,882
            
            $
            941,966**SG&A
                (as a % of revenue)**
            
            
            **728.3**
            **%**
            
            **85.3**
            **%**





Selling,
      general and administrative expenses during the six months ended June 30, 2007,
      was $139,084 lower than selling, general and administrative expenses for the
      six
      months ended June 30, 2006. This is mainly due to decreased payroll and benefits
      expenses related to the elimination of the public relations department and
      the
      discontinuation of medical services in July, 2006. Other areas of substantial
      decreases under selling, general and administrative expenses include commercial
      insurance expense, depreciation expense, and consulting expense. Few selling,
      general and administrative expenses increased significantly, including legal
      expenses and expenses related to securing debt financing.





The
      significant components of selling, general and administrative expenses for
      the
      six months ended June 30, 2006 include: $328,086 in expenses related to payroll
      related costs, $145,575 in rent expense, $78,649 in depreciation expense,
      $85,850 in consultant and broker fees, $49,888 in commercial insurance expenses,
      $46,456 in supplies, utilities, postage and subscriptions, $30,804 in public
      relations and travel and entertainment expenses, $73,122 in audit fees, $61,850
      in legal fees, $10,724 in filing fees, $4,500 in stock transfer agent fees,
      and
      $12,476 in costs related to systems and technology.





For
      the
      six months ended June 30, 2007, the significant components of selling, general
      and administrative expenses consisted of the following: $132,429 in payroll
      related costs, $141,866 in expenses related to securing debt financing, $97,915
      in rent expense, which is net of $42,000 sublease revenue, $121,843 in legal
      expenses, $54,587 in depreciation expense, and $31,368 in public relations
      and
      advertising expense.





*Interest
      Expense*





For
                the six months ended
              June
                30,**2007**
            
            **2006**(unaudited)
            
            (unaudited)Interest
                Expense
            
            $
            38,988
            
            $
            983**Interest
                Expense (as a % of revenue)**
            
            
            **35.4**
            **%**
            
            **0.
                089**
            **%**





Interest
      expense during the six months ended June 30, 2007 was $38,005 higher than
      interest expense for the three months ended June 30, 2006. This is mostly due
      to
      interest charges related to debt financing secured after October, 2006. The
      Company did not have any debt financing prior to October, 2006.





*Net
      Loss*





For
                the six months ended
              June
                30,**2007**
            
            **2006**(unaudited)
            
            (unaudited)Net
                (Loss)
            
            
            (844,712
            )
            
            ($643,154
            )**%
                of Revenue**
            
            
            **-766.3**
            **%**
            
            **-58.2**
            **%**





Net
      loss
      increased from $643,154 in the six months ended June 30, 2006, to $844,712
      for
      the six months ended June 30, 2007. The negative change is mainly due to the
      significant decrease in media revenue from the six months ended June 30, 2006.
      The total media revenue for the six months ended June 30, 2007, was $252 related
      to magazine publications of excerpts from Dr. Berman’s books. The total revenue
      from media activities for the six months ended June 30, 2006, of $451,475 breaks
      down as follows: publishing revenue of $172,402 (primarily from the release
      of
      Dr. Berman’s new book ‘The Passion Prescription’); $233,373 revenue from the
      production of the Showtime television series entitled ‘Sexual Healing’ (this
      revenue represents 8 weekly shows produced in total) and public relations
      revenue of $43,000 (this revenue was generated by the Company’s public relation
      employees spending a portion of their time providing public relation services
      to
      outside clients and invoicing those clients for these services); and $2,700
      of
      revenue for television appearances by Dr. Laura Berman on the Fox News in the
      Morning TV show. The losses the Company incurred during the six months ended
      June 30, 2006 would have been significantly less had the Company not have hosted
      the two conferences. The losses from hosting the two conferences during the
      six
      months ended June 30, 2006 were $232,315. The losses incurred from the
      conferences were primarily due to an insufficient number of registrants
      attending the conferences. No such conferences were held during the six months
      ended June 30, 2007. The Company conducted a research project in the six months
      ended June 30, 2006. This study produced a net profit of $108,180. There was
      no
      such research project in the six months ended June 30, 2007. The Company also
      recognized royalty revenue of $47,035 during the six months ended June 30,
      2007
      which had no costs associated with it. By comparison, in the six months ended
      June 30, 2006, the Company recognized only $53,571 in royalty revenue. For
      the
      six months ended June 30, 2007, the Company also recognized $15,166 related
      to
      the receipt of hotel commissions related to the conferences held in 2006. For
      the six months ended June 30, 2006, cost of services amounted to $804,735
      resulting in a positive gross margin of $299,795. Selling, general and
      administrative expenses and interest expense totaled $941,966 which resulted
      in
      a net loss for the six months ended June 30, 2006, of $643,154.




21


For
      the
      six months ended June 30, 2007, cost of services amounted to $113,077 resulting
      in a negative gross margin of $2,842. Selling, general and administrative
      expenses and interest expense totaled $802,882 which resulted in a net loss
      for
      the six months ended June 30, 2007 of $844,712.





**Liquidity
      and Capital Resources**





At
      June
      30, 2007, we had current assets of $53,594 consisting of cash and cash
      equivalents of $45,450 and other current assets of $18,144. At June 30, 2007,
      we
      also had current liabilities of $1,284,422 consisting of accounts payable of
      $120,365 and other current liabilities of $1,164,057. This resulted in a net
      working capital deficit at June 30, 2007 of ($1,220,828). During the six months
      ended June 30, 2007, we used cash in operating activities of
      $414,280.





On
      March
      7, 2007, the Company executed a Secured Convertible Promissory Note (the
“Promissory Note”) in favor of Hunter Fund LTD. (“Hunter Fund”), pursuant to
      which Hunter Fund agreed to lend the principal amount of $225,000 to the
      Company. The terms of the Promissory Note provide that, among other things:
      (i)
      the Promissory Note is to be secured by all of the assets of the Company and
      its
      wholly-owned subsidiary Berman Health & Media, Inc., (ii) the Promissory
      Note is due on October 5, 2007, with an interest rate per annum of fifteen
      percent (15%), (iii) the conversion rate for the Promissory Note will be the
      lesser of 50% of the market rate or $0.25 per share, and (iv) Hunter Fund will
      have demand and piggyback registration rights for the shares of the Company’s
      common stock that are issueable upon conversion of the Promissory
      Note.





On
      May
      24, 2007, the Company executed a Secured Convertible Promissory Note (the
“Promissory Note”) in favor of Hunter Fund LTD. (“Hunter Fund”), pursuant to
      which Hunter Fund agreed to lend the principal amount of $60,000 to the Company.
      The terms of the Promissory Note provide that, among other things: (i) the
      Promissory Note is to be secured by all of the assets of the Company and its
      wholly-owned subsidiary Berman Health & Media, Inc., (ii) the Promissory
      Note is due on October 5, 2007, with an interest rate per annum of fifteen
      percent (15%), (iii) the conversion rate for the Promissory Note will be the
      lesser of 50% of the market rate or $0.25 per share, and (iv) Hunter Fund will
      have demand and piggyback registration rights for the shares of the Company’s
      common stock that are issueable upon conversion of the Promissory
      Note.





We
      believe that we currently have sufficient funds on hand to fund our operations
      for the next six months. We intend to seek additional financing in the future
      to
      fund our operations through the possible sale of debt or equity securities.
      Failure to secure additional financing in a timely manner and on favorable
      terms
      if and when needed in the future could have a material adverse effect on our
      financial performance, results of operations and stock price and require us
      to
      implement cost reduction initiatives and curtail operations. In addition, our
      arrangements with Hunter World Markets, Inc., as described above, may limit
      our
      ability to conduct certain capital raises.





During
      the six months ended June 30, 2006, the Company issued 1,290,971 shares to
      a
      warrant holder upon the exercise of warrants by such holder for a cash total
      exercise price of $388,750. In connection with this issuance, the Company issued
      600,000 warrants with respect to the execution of a placement agent
      agreement.





**Off-Balance
      Sheet Arrangements**





We
      do not
      have any off-balance sheet arrangements.





**Change
      in Auditors**





On
      January 17, 2007, the Company dismissed Singer Lewak Greenbaum & Goldstein
      LLP (“SLGG”) as its independent registered public accounting firm. The Company
      engaged SLGG to audit its financial statements for the years ended December
      31,
      2005 and 2004 and the period from January 16, 2003 (inception) to December
      31,
      2005 (collectively, the “Audited Financial Statements”). The decision to change
      accountants was approved and ratified by the Company’s Board of Directors. The
      report of SLGG on the Audited Financial Statements did not contain any adverse
      opinion or disclaimer of opinion and was not qualified or modified as to
      uncertainty, audit scope, or accounting principle, except for an explanatory
      paragraph relative to the Company’s ability to continue as a going concern.




22




During
      the period beginning from the time the Company engaged SLGG as its auditors
      on
      June 30, 2005 through the year ended December 31, 2005 and subsequent interim
      periods preceding the dismissal, including the interim period through January
      17, 2007, there have been no disagreements with SLGG on any matter of accounting
      principles or practices, financial statement disclosure, or auditing scope
      or
      procedure with respect to the Company, which disagreements if not resolved
      to
      the satisfaction of SLGG would have caused SLGG to make reference to the subject
      matter of the disagreements in connection with its reports on the Company’s
      financial statements for such periods.





The
      Company engaged AJ. Robbins, P.C., as the Company’s independent registered
      public accounting firm as of January 17, 2007.





**RISK
      FACTORS**





Other
      than with respect to the following risk factor, which has been updated and
      restated in its entirety below, there have been no material changes from the
      risk factors disclosed in the “Risk Factors” section of our annual report on
      Form 10-KSB for the year ended December 31, 2006, as updated by our Quarterly
      Reports on Form 10-QSB as filed with the Securities and Exchange Commission.
      With respect to this discussion, the terms “Berman Center,”  “Company”,
      "we," "us," and "our" refer to the registrant, Berman Center, Inc., and our
      wholly owned subsidiary, Berman Health and Media, Inc.





**We
      have a history of losses and we anticipate that our expenses will dramatically
      increase as we execute our business plan. Thus, we will likely experience
      continued losses in the near future and may not ever achieve or maintain
      profitability.**





We
      have
      incurred significant losses since we began our current operations in the female
      sexual health business in January 2003. Our losses for the six months ended
      June
      30, 2007 and June 30, 2006 were $844,712 and $642,171, respectively. Revenue
      from clinic operations, our historic primary source of revenue, for the six
      month period ended June 30, 2007 decreased by $180,827 as compared to the six
      month ended June 30, 2006. The decrease is due to the difficulties management
      has had in adding a meaningful increase to patient flow at the clinic.
      Management has implemented three price decreases for our clinic services since
      the opening of the clinic, which has also contributed to the decrease.
      Management implemented these price changes in an attempt to draw more patients
      to the clinic. In some months patient flow did in fact increase but overall
      not
      enough to cover the price changes. Furthermore, effective July 27, 2006, the
      medical services portion of the clinic’s business was discontinued and the focus
      shifted to talk therapy and individual and couples therapy retreats.





There
      is
      no guarantee that our losses will decrease. We plan to reduce expenses should
      our future revenue not materialize as expected. If our revenues grow more slowly
      than anticipated or if our operating expenses exceed expectations, we will
      continue to operate at a loss and may not be able to achieve or maintain
      profitability.





**ITEM
      3. CONTROLS AND PROCEDURES**





**(a)
      Evaluation of disclosure controls and procedures**





As
      of
      June 30, 2007, our management, with the participation of our Chief Executive
      Officer, or “CEO,” and Chief Financial Officer, or “CFO,” performed an
      evaluation of the effectiveness and the operation of our disclosure controls
      and
      procedures as defined in Rules 13a-15(e) or 15d-15(e) under the Securities
      Exchange Act of 1934, as amended, or the “Exchange Act.” Based on that
      evaluation, the CEO and CFO concluded that our disclosure controls and
      procedures were effective as of June 30, 2007.




23




**(b)
      Changes in internal control over financial reporting**





There
      have been no changes in our internal control over financial reporting identified
      in connection with the evaluation required by paragraph (d) Rule 13a-15 or
      15d-15 under the Exchange Act that occurred during the quarter ended June 30,
      2007 that has materially affected, or is reasonably likely to affect, our
      internal control over financial reporting.




24




**PART
      II-OTHER INFORMATION**





**ITEM
      1.**  **LEGAL
      PROCEEDINGS**





We
      are
      not currently a party to any material legal proceedings.





**ITEM
      2.**  **UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**





None.





**ITEM
      3.**  **DEFAULTS
      UPON SENIOR SECURITIES.**





None.





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





None.





**ITEM
      5.**  **OTHER
      INFORMATION**





None.




**ITEM
      6.**  **EXHIBITS**





(a)
      Exhibits





31.1
            Certification
                of Chief Executive Officer pursuant to Section 302(a) of the
                Sarbanes-Oxley Act of 2002.31.2
            Certification
                of Chief Financial Officer pursuant to Section 302(a) of the
                Sarbanes-Oxley Act of 2002.32.1
            Certification
                of Chief Executive Officer and Chief Financial Officer Pursuant to
                Section
                906 of the Sarbanes-Oxley Act of
                2002.*




*
        This exhibit shall not be deemed “filed” for purposes of Section 18 of the
        Securities Exchange Act of 1934 or otherwise subject to the liabilities of
        that
        section, nor shall it be deemed incorporated by reference in any filing under
        the Securities Act of 1933 or the Securities Exchange Act of 1934, whether
        made
        before or after the date hereof and irrespective of any general incorporation
        language in any filings.





25




**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant has duly
      caused this report to be signed on its behalf by the undersigned, thereunto
      duly
      authorized.




**BERMAN
                CENTER, INC.**
              (Registrant)Date: August
                20 2007
            By:
            /s/
                Laura A. BermanLaura
                A. Berman, LCSW, PHD.
              Chief
                Executive Officer and President
              (Principal
                Executive Officer)






26