**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-QSB**





ý


**SECURITIES
      EXCHANGE ACT OF 1934**





**For
      the quarterly period ended March 31, 2006**





**OR**





 ̈


**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**
              (Address
                of principal executive offices)
            
            **60611**
              (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 31,402,628 shares (excluding Escrow Shares, as defined below) outstanding
      of registrant’s common stock, par value $.001 per share, as of April 30,
      2006.




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








**BERMAN
      CENTER, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**FORM
      10-QSB QUARTERLY REPORT**





**TABLE
      OF CONTENTS**





**Page**PART
                I - FINANCIAL INFORMATION
            1ITEM
                1.
            FINANCIAL
              STATEMENTS
            1Consolidated
                Balance Sheet as of March 31, 2006 (unaudited)
            1Consolidated
                Statements of Operations for the three months ended March 31, 2006
                and
                2005 (unaudited) and for the period from January 16, 2003 (inception)
                to
                March 31, 2006 (unaudited)
            2Consolidated
                Statements of Cash Flows for the three months ended March 31, 2006
                and
                2005 (unaudited) and for the period from January 16, 2003 (inception)
                to
                March 31, 2006 (unaudited)
            3Notes
                to the Consolidated Financial Statements
            4ITEM
                2.
            MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATION
            14ITEM
                3.
            CONTROLS
                AND PROCEDURES
            21PART
                II - OTHER INFORMATION
            22ITEM
                1.
            LEGAL
                PROCEEDINGS
            22ITEM
                2.
            UNREGISTERED
                SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
            22ITEM
                3.
            DEFAULTS
                UPON SENIOR SECURITIES
            22ITEM
                4.
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            22ITEM
                5.
            OTHER
                INFORMATION
            22ITEM
                6.
            EXHIBITS
            22SIGNATURES
            23







**PART
      I - FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL STATEMENTS**





**BERMAN
      CENTER, INC.**


**(A
      development stage company)**


**CONSOLIDATED
      BALANCE SHEET**


**As
      of March 31, 2006**


**(unaudited)**





March
                31,2006**Assets**
            
            
            (unaudited)**Current
                Assets:**Cash
            
            $
            465,639Accounts
                Receivable
            
            
            28,134Deposits
            
            
            180,250Inventory
            
            
            10,250Prepaid
                Expenses
            
            
            216,538Total
                Current Assets
            
            
            900,812Property
                and Equipment:Furniture
            
            
            190,587Leasehold
                Improvements
            
            
            253,786Equipment
            
            
            412,910Property
                and Equipment - Gross
            
            
            857,283Less:
                Accumulated Depreciation
            
            
            (306,067
            )**Property
                and Equipment - Net**
            
            
            551,216**Total
                Assets**
            
            $
            1,452,028**Liabilities
                and Stockholders' Equity****Current
                Liabilities:**Accounts
                Payable
            
            $
            162,169Deferred
                Revenue
            
            
            85,125Accrued
                Expenses
            
            
            520,824Deferred
                Rent
            
            
            156,370Capital
                Lease - Current
            
            
            14,107Total
                Current Liabilities
            
            
            938,595**Long-Term
                Liabilities:**Capital
                Lease - Non-Current
            
            
            9,873Total
                Long-Term Liabilities
            
            
            9,873**Total
                Liabilities**
            
            
            948,468**Stockholders'
                Equity:**Preferred
                Stock, $0.001 par value 25,000,000 shares authorized 0 shares outstanding
                at March 31, 2006
            
            
            -Common
                Stock, $0.001 par value, 100,000,000 shares authorized 31,402,628
                shares
                outstanding at March 31, 2006
            
            
            31,402Additional
                paid-in Capital
            
            
            5,197,446Deficit
                Accumulated in the Development Stage
            
            
            (4,725,288
            )Total
                Stockholders' Equity
            
            
            503,560**Total
                Liabilities and Stockholders' Equity**
            
            $
            1,452,028





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





1


**BERMAN
      CENTER, INC.**


**(A
      development stage company)**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**For
      the Three Months Ended March 31, 2006 and 2005 (unaudited)
      and**


**For
      the period from January 16, 2003 (inception) to March 31, 2006
      (unaudited)**





For
                The Periodfrom
                January 16,For
                The Three
            
            
            For
                The Three
            
            
            2003Months
                Ended
            
            
            Months
                Ended
            
            
            (inception)
                toMarch
                31, 2006
            
            
            March
                31, 2005
            
            
            March
                31, 2006**Revenue**
            
            
            (unaudited)
            
            
            (unaudited)
            
            
            (unaudited)-
                Clinics
            
            $
            117,610
            
            $
            104,496
            
            $
            1,309,401-
                Seminars and conferences
            
            
            -
            
            
            -
            
            
            467,225-
                Research, studies and trials
            
            
            177,500
            
            
            -
            
            
            424,686-
                Radio advertising
            
            
            -
            
            
            50,000
            
            
            50,000-
                Publishing
            
            
            171,975
            
            
            -
            
            
            174,072-
                Television
            
            
            119,386
            
            
            -
            
            
            129,847-
                Royalty
            
            
            32,902
            
            
            -
            
            
            62,922-
                Other
            
            
            12,000
            
            
            -
            
            
            12,000Total
                Revenue
            
            
            631,373
            
            
            154,496
            
            
            2,630,153**Cost
                of Services:**Clinics
            
            
            153,832
            
            
            97,727
            
            
            1,562,062Seminars
                and conferences
            
            
            -
            
            
            -
            
            
            419,205Research,
                studies and trials
            
            
            69,320
            
            
            500
            
            
            315,059Total
                Cost of Services
            
            
            223,152
            
            
            98,227
            
            
            2,296,326**Gross
                Profit / (Loss)**
            
            
            408,221
            
            
            56,269
            
            
            333,827**Selling,
                General & Administrative Expenses**
            
            
            467,797
            
            
            403,516
            
            
            5,018,323**Loss
                from Operations**
            
            
            (59,576
            )
            
            (347,247
            )
            
            (4,684,496
            )**Interest
                Expense**
            
            
            298
            
            
            -
            
            
            40,791**Net
                Loss**
            
            $
            (59,874
            )
            $
            (347,247
            )
            $
            (4,725,287
            )**Basic
                and Diluted Loss Per Share**
            
            $
            (0.00
            )
            $
            (0.02
            )**Weighted-Average
                Shares Outstanding**
            
            
            31,402,628
            
            
            17,927,819




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




2





**BERMAN
      CENTER, INC.**


**(A
      development stage company)**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**For
      the Three Months Ended March 31, 2006 and 2005 (unaudited)
      and**


**For
      the period from January 16, 2003 (inception) to March 31, 2006
      (unaudited)**





For
                the Periodfrom
                January 16,For
                the Three
            
            
            For
                the Three
            
            
            2003Months
                Ended
            
            
            Months
                Ended
            
            
            (inception)
                toMarch
                31, 2006
            
            
            March
                31, 2005
            
            
            March
                31, 2006(unaudited)
            
            
            (unaudited)
            
            
            (unaudited)**Cash
                flows from Operating Activities:**Net
                Loss
            
            $
            (59,874
            )
            $
            (347,247
            )
            $
            (4,725,287
            )Adjustments
                to Reconcile Net Loss to Net Cash Used in Operating
                Activities:Depreciation
                and Amortization
            
            
            39,325
            
            
            32,429
            
            
            306,068Issuance
                of Shares for Compensation
            
            
            -
            
            
            10,000
            
            
            120,000(Increase)
                Decrease inAccounts
                Receivable
            
            
            (17,673
            )
            
            100
            
            
            (28,134
            )Deposits
            
            
            41,313
            
            
            -
            
            
            (180,250
            )Prepaid
                Expenses and Other Current Assets
            
            
            (142,989
            )
            
            (21,657
            )
            
            (216,539
            )Inventory
            
            
            (3,524
            )
            
            (654
            )
            
            (10,250
            )Increase
                (Decrease) inAccounts
                Payable
            
            
            (8,941
            )
            
            (10,602
            )
            
            152,060Deferred
                Revenue
            
            
            (119,283
            )
            
            -
            
            
            88,506Accrued
                Expenses
            
            
            (25,614
            )
            
            (16,592
            )
            
            28,219Deferred
                Rent
            
            
            13,431
            
            
            20,026
            
            
            156,748Net
                Cash Used in Operating Activities
            
            
            (283,829
            )
            
            (334,197
            )
            
            (4,308,860
            )**Cash
                Flows from Investing Activities:**Purchase
                of Property and Equipment
            
            
            -
            
            
            -
            
            
            (811,051
            )Net
                Cash used in Investing Activities
            
            
            -
            
            
            -
            
            
            (811,051
            )**Cash
                Flows from Financing Activitites:**Proceeds
                from Issuance of Common Stock
            
            
            -
            
            
            126,742
            
            
            5,607,802Payments
                on Capital Leases
            
            
            (3,618
            )
            
            -
            
            
            (22,253
            )Net
                Cash provided by Financing Activities
            
            
            (3,618
            )
            
            126,742
            
            
            5,585,549Net
                Decrease in Cash and Cash Equivalents
            
            
            (287,447
            )
            
            (207,455
            )
            
            465,639**Cash
                and Cash Equivalents, Beginning of Period**
            
            
            753,087
            
            
            242,435
            
            
            -**Cash
                and Cash Equivalents, End of Period**
            
            $
            465,639
            
            $
            34,980
            
            $
            465,639





**Supplemental
      schedule of non-cash investing and financing activities**





During
      the year ended December 31, 2004, the company issued 628,458 shares as
      compensation to some members of the Board of Directors, valued at $120,000.
      The
      shares were issued as compensation for services performed. During the three
      months ended March 31, 2006 and March 31, 2005, $0 and $10,000 was amortized
      to
      compensation expense, respectively.





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





3





**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**





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





Berman
      Center, Inc. (the “Company”) (a development stage company), headquartered in
      Chicago, Illinois, is a specialized health center for women focused on female
      sexual health and menopause management. 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.





**NOTE
      2 - THE MERGER**





On
      June
      16, 2005, LBC MergerSub, Inc., a Nevada corporation and wholly owned subsidiary
      of the Company, merged with and into BHM pursuant to an Agreement and Plan
      of
      Merger dated as of June 3, 2005. Pursuant to the merger (the “Merger”), BHM
      became a wholly owned subsidiary of the Company and the issued and outstanding
      shares of common stock of BHM were converted into an aggregate of 19,730,504
      shares of common stock of the Company. After the Merger, the former BHM
      stockholders owned approximately 87% of the Company’s issued and outstanding
      Common Stock, with the Company’s existing stockholders continuing to own the
      remaining 13% of the Company’s issued and outstanding common stock after the
      Merger. Following the Merger, the business conducted by the Company is the
      business conducted by BHM prior to the Merger.




As
      a
      result of the Merger, the 400,000 issued and outstanding warrants and 204,578
      issued and outstanding stock options of BHM became exercisable to purchase
      614,400 shares and 314,230 shares of the Company’s Common Stock, respectively,
      at an exercise price of $0.21 per share and $0.19 per share, respectively.
      No
      other terms of the warrants and options were changed as a result of the
      Merger.




The
      Merger was accounted for as a reverse merger under generally accepted accounting
      principles. Therefore: (1) the Company’s historical accumulated deficit for
      periods prior to June 16, 2005 were eliminated against
      additional-paid-in-capital, and (2) the consolidated financial statements
      present the previously issued shares of common stock of the Company as having
      been issued pursuant to the Merger on June 3, 2005, and the shares of common
      stock of the Company issued to the former BHM stockholders in the Merger as
      having been outstanding since January 16, 2003 (the inception of BHM). No
      goodwill or other intangible asset was recorded as a result of the Merger.
      As
      part of the merger, Berman Center, Inc. assumed $498,000 in accrued expenses
      of
      LB Center.





BHM
      was
      formed on January 16, 2003 and operated as a privately held Delaware limited
      liability company under the name Berman Center LLC until June 2, 2005, when
      it
      reorganized into corporate form under the name The Berman Center, Inc., in
      accordance with the provisions of the Delaware Limited Liability Company Act.
      On
      June 20, 2005, the Company changed the name of The Berman Center, Inc. to Berman
      Health and Media, Inc.





**NOTE
      3 - GOING CONCERN**





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 quarter
      ended March 31, 2006, the Company incurred a net loss of $59,874 and had
      negative cash flows from operations of $283,829. In addition, the Company had
      an
      accumulated deficit of $4,725,287 at March 31, 2006. These factors raise
      substantial doubt about the Company’s ability to continue as a going
      concern.





4


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, 2006 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
      4 - 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., as described in Note 2. All significant inter-company accounts
      and transactions are eliminated in consolidation.





Basis
      of Presentation


These
      consolidated financial statements have been prepared in accordance with the
      rules and regulations of the Securities and Exchange Commission. Certain
      information and footnote disclosures normally included in financial statements
      prepared in accordance with generally accepted accounting principles in the
      United States of America have been condensed or omitted pursuant to such rules
      and regulations. These consolidated financial statements should be read in
      conjunction with the consolidated financial statements and the notes thereto
      included in the Company’s Annual Report on Form 10-KSB for the year ended
      December 31, 2005.





Development
      Stage Enterprise


The
      Company is a development stage company as defined in Statement of Financial
      Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by Development
      Stage Enterprises." The Company is devoting substantially all of its present
      efforts to establish a new business, and its planned principal operations have
      not yet commenced. All losses accumulated since inception has been considered
      as
      part of the Company's development stage activities.





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 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.




5


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. Therefore, recognition
      of revenue prior to release would be precluded. 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. All of our revenue from radio advertising for
      the
      year ended December 31, 2005 was received from a single advertiser and was
      a
      single occurrence. Dr. Berman is not paid for hosting her radio show. When
      such
      revenue is generated, we recognize this revenue 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 will air on the Showtime cable channel.
      When such revenue is generated, we recognize this revenue 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. 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. The revenue is recognized on the Company’s financial statements when
      the work is complete and the results of the research are released or the book
      is
      published and when the conference has been conducted. As of March 31, 2006,
      the
      deferred revenue liability on the Company’s balance sheet is $85,125
      (unaudited).





Fair
      Value of Financial Instruments


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





Stock-Based
      Compensation





In
      December 2004, the Financial Accounting Standards Board (FASB) revised
      Statement of Financial Accounting Standards No. 123 (FAS 123R),
“Share-Based Payment,” which establishes accounting for share-based awards
      exchanged for employee services and requires companies to expense the estimated
      fair value of these awards over the requisite employee service period. On
      April 14, 2005, the U.S. Securities and Exchange Commission adopted a new
      rule amending the effective dates for FAS 123R. In accordance with the new
      rule,
      the accounting provisions of FAS 123R are effective for the Company beginning
      in
      the quarter ended March 31, 2006.




6


Under
      FAS
      123R, share-based compensation cost is measured at the grant date, based on
      the
      estimated fair value of the award, and is recognized as expense over the
      employee’s requisite service period. The Company has no awards with market or
      performance conditions. The Company adopted the provisions of FAS 123R on
      January 1, 2006, the first day of the Company’s fiscal year 2006, using a
      modified prospective application, which provides for certain changes to the
      method for valuing share-based compensation. Under the modified prospective
      application, prior periods are not revised for comparative purposes. The
      valuation provisions of FAS 123R apply to new awards and to awards that are
      outstanding on the effective date and subsequently modified or cancelled.
      Estimated compensation expense for awards outstanding at the effective date
      will
      be recognized over the remaining service period using the compensation cost
      calculated for pro forma disclosure purposes under FASB Statement No. 123,
“Accounting for Stock-Based Compensation” (FAS 123).





Stock
      option activity was as follows for the years ended December 31, 2004 and 2005
      and the quarter ended March 31, 2006:





Shares
                Subject to Option
            Weighted
                Average Exercise Price
            Options
                ExercisableBalance
                atJanuary
                1, 2004
            -
            $
                -
            -Options
                granted
            314,230
            0.19
            314,230Options
                forfeited
            -
            -
            -Options
                expired
            -
            -
            -Options
                exercised
            -
            -
            -Balance
                atDecember
                31, 2004
            314,230
            0.19
            314,230Options
                granted
            -
            -
            -Options
                forfeited
            -
            -
            -Options
                expired
            -
            -
            -Options
                exercised
            -
            -
            -Balance
                atDecember
                31, 2005
            314,230
            $0.19
            314,230Options
                granted
            -
            -
            -Options
                forfeited
            -
            -
            -Options
                expired
            -
            -
            -Options
                exercised
            -
            -
            -March
                31, 2006
            **314,230**
            **$0.19**
            **314,230**





All
      options as of March 31, 2006 are fully vested. The following table summarizes
      the status of the Company’s stock options outstanding and exercisable as of
      March 31, 2006:





7


Options
                Outstanding
            
            Options
                ExercisableAverage
            Weighted
            
            
            WeightedRange
                of
            
            Remaining
            Average
            
            
            AverageExercise
            Number
            Contractual
            Exercise
            
            Number
            ExercisePrices
            Outstanding
            Life
            Price
            
            Exercisable
            Price$0.19
            314,230
            8.15
                years
            $0.19
            
            314,230
            $0.19





The
      fair
      value of each stock option granted is estimated on the date of the grant using
      the Black-Scholes option pricing model and factors in an estimated forfeiture
      based on management assessment of historical employee termination experience.
      The Black-Scholes option pricing model has assumptions for risk free interest
      rates, dividends, stock volatility and expected life of an option grant. The
      risk free interest rate is based the U.S. Treasury Bill rate with a maturity
      based on the expected life of the options and on the closest day to an
      individual stock option grant. Dividend rates are based on the Company's
      dividend history. The stock volatility factor is based on the past three years
      of market prices of the Company's common stock. The expected life of an option
      grant is based on its vesting period. The fair value of each option grant is
      recognized as compensation expense over the expected life of the option on
      a
      straight line basis.





The
      foregoing impact of option value was determined using Black-Scholes methodology
      and the following assumptions:





WeightedRisk-Free
            Average
            
            Expected
            Fair
                ValueInterest
            Expected
            Expected
            Dividend
            at
                GrantRate
            Life
            Volatility
            Yield
            Date2004
            Director
                options
            3.07%
            1.15
                years
            29.00%
            0.00%
            $0.00





The
      Company did not record any compensation expense during the three months ended
      March 31, 2006, as all employee stock options were fully vested.





No
      comparable information is presented for the three month period ended March
      31,
      2005 as the Company adopted the disclosure requirements for SFAS No. 123R using
      the modified prospective approach effective with periods commencing on January
      1, 2006.





The
      following table illustrates the effect on net loss and loss per share if the
      Company had applied the fair value recognition provisions of SFAS 123 to
      stock-based awards for the three months ended March 31, 2005.  For purposes
      of this pro-forma disclosure, the fair value of the options is estimated using
      the Black-Scholes option-pricing formula (Black-Scholes model) and amortized
      to
      expense over the options’ contractual term.





Net
                income (loss):As
                reported
            
            $
            (347,247
            )Deduct:
                Total stock-based employee compensation expense determined under
                fair
                value based method for all awards, net of related tax
                effects
            
            
            (1,181
            )Pro
                forma
            
            
            (328,428
            )Basic
                and diluted earnings (loss) per share of common stock:As
                reported
            
            $
            (0.02
            )Pro
                forma
            
            $
            (0.02
            )




8


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. Common equivalent shares are excluded from the
      computation if their effect is anti-dilutive.





At
      March
      31, 2006 and 2005, the following common equivalent shares were excluded from
      the
      computation of loss per share since their effect is anti-dilutive.





For
                the Three Months EndedMarch
                31,2006
            
            
            2005Options
            
            
            314,230
            
            
            314,230Warrants
            
            
            10,591,085
            
            
            --





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.





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.





Recently
      Issued Accounting Pronouncements


In
      March
      2005, the FASB issued FASB Interpretation (“FIN”) No. 47, “Accounting for
      Conditional Asset Retirement Obligations”. FIN No. 47
      clarifies that the term conditional asset retirement obligation as
      used in FASB Statement No. 143, “Accounting for Asset Retirement Obligations,”
refers to a legal obligation to perform an asset retirement activity in
      which the timing and (or) method of settlement are conditional on a future
      event
      that may or may not be within the control of the entity.  The obligation to
      perform the asset retirement activity is unconditional even though uncertainty
      exists about the timing and (or) method of settlement.  Uncertainty about
      the timing and/or method of settlement of a conditional asset retirement
      obligation should be factored into the measurement of the liability when
      sufficient information exists.  This interpretation also
      clarifies when an entity would have sufficient information to reasonably
      estimate the fair value of an asset retirement obligation. Fin No. 47 is
      effective no later than the end of fiscal years ending after December 15, 2005
      (December 31, 2005 for calendar-year companies). Retrospective application
      of
      interim financial information is permitted but is not required. Management
      does
      not expect adoption of FIN No. 47 to have a material impact on the Company’s
      financial statements.





9


In
      May
      2005, the FASB issued Statement of Financial Accounting Standards (SFAS) No.
      154, “Accounting Changes and Error Corrections”, an amendment to Accounting
      Principles Bulletin (APB) Opinion No. 20, “Accounting Changes”, and SFAS No. 3,
“Reporting Accounting Changes in Interim Financial Statements”. Though SFAS No.
      154 carries forward the guidance in APB No.20 and SFAS No.3 with respect to
      accounting for changes in estimates, changes in reporting entity, and the
      correction of errors, SFAS No. 154 establishes new standards on accounting
      for
      changes in accounting principles, whereby all such changes must be accounted
      for
      by retrospective application to the financial statements of prior periods unless
      it is impracticable to do so. SFAS No. 154 is effective for accounting changes
      and error corrections made in fiscal years beginning after December 15, 2005,
      with early adoption permitted for changes and corrections made in years
      beginning after May 2005. The Company will implement SFAS No. 154 in its fiscal
      year beginning January 1, 2006. The Company is currently evaluating the impact
      of this new standard, but believes that it will not have a material impact
      upon
      the Company’s financial position, results of operations or cash
      flows.




In
      February 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      155, “Accounting for Certain Hybrid Financial Instruments” (“SFAS 155”), which
      amends SFAS No. 133, “Accounting for Derivatives Instruments and Hedging
      Activities” (“SFAS 133”) and SFAS No. 140, “Accounting for Transfers and
      Servicing of Financial Assets and Extinguishment of Liabilities” (“SFAS 140").
      SFAS 155 amends SFAS 133 to narrow the scope exception for interest-only and
      principal-only strips on debt instruments to include only such strips
      representing rights to receive a specified portion of the contractual interest
      or principle cash flows. SFAS 155 also amends SFAS 140 to allow qualifying
      special-purpose entities to hold a passive derivative financial instrument
      pertaining to beneficial interests that itself is a derivative instruments.
      The
      Company is currently evaluating the impact this new Standard, but believes
      that
      it will not have a material impact on the Company’s financial position, results
      of operations or cash flows.





**NOTE
      5 - PROPERTY AND EQUIPMENT**





Property
      and equipment at March 31, 2006 consisted of the following:





March
                31,2006(unaudited)Equipment
            
            
            412,910Furniture
                and fixtures
            
            
            190,587Leasehold
                improvements
            
            
            253,786857,283Less
                    accumulated depreciation and amortization
            
            
            306,067**Total**
            
            **$**
            **551,216**





Depreciation
      and amortization expense for the three months ended March 31, 2006 and 2005
      was
      $39,325 (unaudited) and $32,428 (unaudited), respectively.





10


**NOTE
      6 - 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 March 31, 2006 the cash deposit balance
      paid to the landlord was $165,250(unaudited). This amount is included in the
      balance for Deposits reported on the Balance Sheet at March 31, 2006. Total
      rent
      expense incurred for the quarters ended March 31, 2006 and 2005 was $53,593
      (unaudited) and $44,960 (unaudited) respectively. In addition, the Company
      leases office space in Naperville, Illinois (a suburb of Chicago). This office
      serves as a smaller second clinic facility. Total rent expense incurred for
      this
      facility was $6,000 (unaudited) and $0 (unaudited) for the quarters ended March
      31, 2006 and 2005, respectively.





At
      March
      31, 2006 the Company is obligated under several capital equipment leases with
      various vendors. The capital leases are calculated using a 4.0% interest rate
      per annum. The monthly capital lease payments range between $563 and $1,292
      and
      terminate through December 2008.





Future
      minimum lease payments under operating and capital leases at March 31, 2006
      were
      as follows:






Year
                Ending
            
            Operating
            
            CapitalDecember
                31,
            
            Lease
            
            Lease2006
            
            $185,445
            
            $11,6272007
            
            247,958
            
            8,2172008
            
            255,443
            
            6,7592009
            
            263,061
            
            -2010
            
            270,946
            
            -Thereafter
            
            1,020,007Total
                minimum lease payments
            $2,242,860
            
            26,603Less
                amounts representing interest
            
            
            2,62323,980Less
                current portion
            
            
            
            14,107Long-term
                portion
            
            
            
            $9,873





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 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 describe above, however,
      does not include income, revenue and other compensation derived by Dr. Berman
      from honorarium fees and speaking engagements.





11


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.





Escrow
      Shares





LB
      Center
      also issued 2,303,999 shares of common stock into escrow for a period of 24
      months to cover indemnification obligations, if any, to BHM and its stockholders
      (the “Escrow Shares”) in connection with the Merger.  If a valid claim for
      indemnification is made against LB Center resulting from a breach of any of
      the
      representations, warranties or covenants, all or a portion of the Escrow Shares
      would be issued on a pro rata basis to those parties who were BHM stockholders
      of record immediately prior to the Merger. To the extent that the Escrow Shares
      are not distributed to former holders of BHM stock as a result of
      indemnification claims made prior to the end of the 24 month period following
      the Merger, those Escrow Shares will be canceled.





**NOTE
      7 - STOCKHOLDERS' EQUITY**





Common
      Stock





There
      were no new shares issued during the quarter ended March 31, 2006.





During
      the year ended December 31, 2005, the Company completed the following
      transactions:





·
            Issued
                1,653,147 shares for a cash total of $236,742 to third party
                investors.




·
            Issued
                497,531 shares of common stock to several members of the board of
                directors as compensation for services earned. Compensation expense
                recognized in the year ended December 31, 2005 was $95,000. This
                amount
                was previously recorded as deferred compensation at December 31,
                2004 and
                was earned upon the completion of the reverse merger. Of the 497,531
                shares of common stock issued to the board of directors, 392,787
                were
                rescinded. There was no subsequent adjustment made to the compensation
                expense for the rescission of these
                shares.




·
            Issued
                9,069,712 shares of common stock to third party investors for a cash
                total
                of $2,641,579 net of offering costs of $458,421. In connection with
                the
                issuance, the Company issued 4,534,857 Class A warrants, 4,534,857
                Class B
                warrants and 906,971 warrants to a placement
                agent.




The
      Class
      A Warrants shall be redeemable by the Company at a price of five (5) cents
      per
      warrant in the event (i) there is an effective registration statement covering
      the shares of Common Stock underlying the Class A Warrants and (ii) the closing
      market price of shares of Common Stock listed on a national securities market
      equals or exceeds 300% of the price (the “Issue Price”) of the shares of Common
      Stock issued further to the Private Placement Unit Offering for twenty of the
      thirty consecutive trading days immediately preceding the Company’s notice of
      redemption. The exercise price of the Class A warrants is $0.684 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 29%, risk free interest rate of 3.07% and an expected life of
      3
      years.





The
      Class
      B Warrants shall be redeemable by the Company at a price of five (5) cents
      per
      warrant in the event (i) there is an effective registration statement covering
      the shares of Common Stock underlying the Class B Warrants and (ii) the closing
      market price of shares of Common Stock listed on a national securities market
      equals or exceeds 400% of the Issue Price for twenty of the thirty consecutive
      trading days immediately preceding the Company’s notice of redemption. The
      exercise price of the Class B warrants is $1.025 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 29%, risk free interest rate of 3.07% and an expected life of
      3
      years.




12


The
      Placement Warrants will receive registration rights identical to the rights
      granted to the holders of Class A Warrants and Class B Warrants. The warrants
      will be exercisable at a price of $0.341 per share and will have a three year
      term. The fair value of these warrants have been calculated at $2,182 and have
      been included in offering costs. The fair value of each warrant has been
      calculated with the following assumptions at the grant date; dividend yield
      of
      0%, expected volatility of 29%, risk free interest rate of 3.07% and an expected
      life of 3 years.





There
      were also warrants issued on April 11, 2005 in conjunction with a bridge loan
      the Company received in order to finance the expenses related to the reverse
      merger transaction. The warrants associated with the bridge loan are referenced
      in note # 3 to the financial statements (‘The Merger’ note).





During
      the year ended December 31, 2004, the Company completed the following
      transactions:




·
            Issued
                628,462 restricted shares to several members of the Board of Directors,
                as
                compensation for future employment of three years, valued at $120,000.
                A
                total of 130,930 shares vested during 2004. Total compensation expense
                recorded for the year ended December 31, 2004 is
                $25,000.




·
            Issued
                12,766,370 shares for a cash total of $2,729,481 to third party
                investors.





The
      following table summarizes the status of the Company’s warrants outstanding and
      exercisable as of March 31, 2006:





Warrants
                Outstanding
            
            Warrants
                ExercisableAverage
            Weighted
            
            
            WeightedRange
                of
            
            Remaining
            Average
            
            
            AverageExercise
            Number
            Contractual
            Exercise
            
            Number
            ExercisePrices
            Outstanding
            Life
            Price
            
            Exercisable
            Price$0.21
                - $1.03
            10,591,085
            2.15
                years
            $0.77
            
            10,591,085
            $0.77





It
      is the
      Company’s policy to state the warrants at their fair value which was determined
      to be zero. The foregoing impact of warrant value was determined using a
      modified Black-Scholes methodology and the following assumptions:





WeightedRisk-Free
            
            
            Average
            
            
            
            
            
            Expected
            
            
            Fair
                ValueInterest
            
            
            Expected
            
            
            Expected
            
            
            Dividend
            
            
            at
                GrantRate
            
            
            Life
            
            
            Volatility
            
            
            Yield
            
            
            DateClass
                A Warrants
            
            
            3.07
            %
            
            2.25
                years
            
            
            29.00
            %
            
            0.00
            %
            $
            0.00Class
                B Warrants
            
            
            3.07
            %
            
            2.25
            
            
            29.00
            %
            
            0.00
            %
            $
            0.00Placement
                Warrants
            
            
            3.07
            %
            
            2.25
            
            
            29.00
            %
            
            0.00
            %
            $
            0.00Bridge
                Warrants
            
            
            3.07
            %
            
            2.25
            
            
            29.00
            %
            
            0.00
            %
            $
            0.00




13





**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, 2005 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.





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, medicine, as practiced by physicians and nurse
      practitioners, serum and saliva testing services, nutritional counseling and
      yoga classes. We operate a hormonal management clinic, counseling center and
      sexual function testing center. Our hormone management clinic is a facility
      that
      can treat a variety of female hormone deficiency cases including menopausal
      symptom relief and sexual function improvement. Our sexual function testing
      center is a facility that measures hormone levels, nerve function and other
      sensory impairment issues, blood flow abnormalities in the genital region,
      and
      signs of emotional difficulty, relationships discord and past trauma and abuse.
      Our clinical staff currently includes one nurse practitioner, one medical
      assistant and two talk therapists, all of whom work for us.





Clinical
      services accounted for 65% and 60% of our revenue for the years ended December
      31, 2005 and 2004, respectively, and 19% and 68% respectively for the three
      months ended March 31, 2006 and 2005. The amount of our losses since we began
      our current operations in the female sexual health business in January 2003
      through March 31, 2006 is $4,725,287. Revenue from clinic operations for the
      three months ended March 31, 2006 increased by $13,114 as compared to the three
      months ended March 31, 2005, from $104,496 to $117,610. The increase is due
      to a
      slight improvement in the demand for our clinic services as compared to the
      same
      period from the previous year.





We
      generate additional revenue from medical education courses. We hold continuing
      medical education courses, which accounted for 23% and 25% of our revenue for
      the years ended December 31, 2005 and 2004, respectively. There was no revenue
      from education courses or seminars for the three months ended March 31, 2006
      or
      the three months ended March 31, 2005. 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. The revenue generated from
      our clinical services and medical education courses accounted for approximately
      89% and 85% of our revenue for the years ended December 31, 2005 and 2004,
      respectively.





14


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. At December 31, 2005, there
      was a balance of $88,958 in deferred revenue related to amounts received
      previously to support the book. Dr. Berman’s book was released in January 2006
      and total revenue of $166,874 from the book is recognized for the three months
      ended March 31, 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 incur in connection with book publishing
      primarily consist of internal payroll expenses for our staff writer who assists
      Dr. Berman in authorship of a book. Our writer’s annual salary is approximately
      $75,000.





We
      have
      recently 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* ,
      will
      track three couples' progress through intensive couples therapy at the Berman
      Center over a one-week period. We expect there to be nine such weekly episodes.
      The ShowTime Network picked up the series in September 2005 and plans to premier
      the show on July 21, 2006. We are 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 are guaranteed by Showtime Network
      for the first season of the show. Showtime Network is not obligated to renew
      the
      show for a second season. Television production is a speculative business
      because revenues and income depend primarily on the continued acceptance of
      that
      programming from the public, and if our Showtime series fails to secure a
      sufficient audience, our programming could be canceled and the revenues we
      generate and anticipate generating from television programming would decline.
      During the three months ended March 31, 2006, the Company has earned revenue
      and
      received payment for the first four weekly shows produced from our television
      production business in connection with the Showtime series. The pilot show
      was
      produced in 2005 and the remaining 4 episodes will be produced in April of
      2006.




We
      recently 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* .
      In
      addition to subscription revenue, if any, the website will offer 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 year ended December 31, 2005, we received
      $28,453 in revenue from the commission on sales of the Berman Center Intimate
      Accessories line of products. For the three months ended March 31, 2006 and
      2005
      we recognized revenue of $32,902 and $0 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.





15


**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.





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. Therefore, recognition of revenue prior
      to
      release would be precluded. 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. All of our revenue from radio advertising for the year ended December
      31,
      2005 was received from a single advertiser and was a single occurrence. 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 will air 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.





16





**Comparison
      of the Three Months ended March 31, 2006 to the Three Months ended March 31,
      2005**





*Revenue*
            
            **For
                the three months ended March 31,****2006**
            
            
            **2005**(unaudited)
            
            
            (unaudited)Clinic
                revenue
            
            $
            117,610
            
            $
            104,496Research,
                studies and trials
            
            
            177,500
            
            
            --Radio
                Advertising
            
            
            --
            
            
            50,000Publishing
            
            
            171,975
            
            
            --Television
            
            
            119,386
            
            
            --Royalty
            
            
            32,902
            
            
            --Other
            
            
            12,000
            
            
            --**Total
                Revenue**
            
            **$**
            **631,373**
            
            **$**
            **154,496**





Total
      revenue increased significantly in the three months ended March 31, 2006 to
      $631,373 as compared to $154,496 for the three months ended March 31, 2005.
      This
      is primarily due to significant Media activities and a research study conducted
      in the three months ended March 31, 2006. Revenue from clinic operations for
      the
      three months ended March 31, 2006 increased by $13,114 as compared to the three
      months ended March 31, 2005, from $104,496 to $117,610. The increase is due
      to a
      slight improvement in the demand for our clinic services as compared to the
      same
      period from the previous year. Revenue for the three months ended March 31,
      2006
      also included $303,361 in Media revenue, which breaks down as follows:
      publishing revenue of $171,975 (primarily from the release of Dr. Berman’s new
      book ‘The Passion Prescription’); $116,686 of 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); public relations
      revenue of $12,000 (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 no Media revenue for the three months
      ended March 31, 2005. The Company earned Research revenue of $177,500 in the
      three months ended March 31, 2006. The research project focused on sexual
      intimacy and was sponsored by Johnson & Johnson. There was no research
      revenue for the three months ended March 31, 2005. Revenue for the three months
      ended March 31, 2005 also included $50,000 in radio advertising revenue. There
      was no radio advertising revenue for the three months ended March 31, 2006.
      Royalty revenue for the three months ended March 31, 2006 was $32,902. There
      was
      no Royalty revenue for the three months ended March 31, 2005. We reported
      royalty revenue for the first time in the third quarter of 2005. 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 $476,877 increase
      in
      revenue for the three months ended March 31, 2006 as compared to the same period
      in 2005.





*Expenses*





*Cost
      of Goods Sold*





**For
                the three months ended March 31,****2006**
              **(unaudited)**
            
            
            **2005**
              **(unaudited)**Clinics
            
            $
            153,832
            
            $
            97,227Research,
                Studies and Trials
            
            $
            69,320
            
            
            500**$**
            **223,152**
            
            **$**
            **98,227****Gross
                Margin**
            
            **$**
            **408,221**
            
            **$**
            **56,269****Gross
                Margin %**
            
            
            **64.6**
            **%**
            
            **36.4**
            **%**




17


Cost
      of
      goods sold during the three months ended March 31, 2006 of $223,152 was $124,925
      higher than cost of goods sold during the three months ended March 31, 2005
      of
      $98,227. This is due mainly to higher staffing levels for the three months
      ended
      March 31, 2006 as compared to the three months ended March 31, 2005. Staff
      reductions and salary cuts had been put in place by the latter part of 2004
      that
      carried over to 2005. Management implemented these reductions in an effort
      to
      bring expenses more in line with revenue at that time. By comparison, in the
      second half of 2005 management began increasing staff levels. One Medical
      Assistant was added in the 2nd quarter of 2005. In the 3 rd quarter
      of 2005, a Patient Concierge was added along with a second Talk Therapist.
      Another reason for higher cost of goods sold in the three months ended March
      31,
      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. The Company earned $177,500 on the research project. Outside lab
      expenses were also higher for the three months ended March 31, 2006 because
      clinic revenue was higher compared to the prior year.





For
      the
      three months ended March 31, 2005, cost of services consisted of $94,522 in
      payroll related costs, outside lab costs of $3,205 and research expenses of
      $500. For the three months ended March 31, 2006, cost of services consisted
      of
      $143,831 in payroll related costs, outside lab fees of $10,000 and research
      expenses of $69,320.





*Selling,
      General and Administrative Expenses*





**For
                the three months ended March 31,****2006**
              **(unaudited)**
            
            
            **2005**
              **(unaudited)**Selling,
                  General & Administrative Expenses:
            
            $
            467,797
            
            $
            403,516S,G&A
                (as a % of revenue)
            
            
            74.1
            %
            
            261.2
            %





Selling,
      general and administrative expenses during the three months ended March 31,
      2006
      of $467,797 was $64,281 higher than selling, general and administrative expenses
      for the three months ended March 31, 2005 of $403,516. This is mainly due to
      expenses incurred related to meeting the obligations of being a public company.
      The expenses incurred include the following: independent auditor fees and legal
      fees pertaining to our registration statement on Form SB-2, subsequent amendment
      filings, and the annual and quarterly report filings. The expenses also include
      stock transfer agent fees, and various state, federal and electronic filing
      fees. By comparison, there were no related expenses for this during the three
      months ended March 31, 2005. In addition, payroll related expenses increased
      by
      $43,419 as the company added to administrative staff in the latter part of
      2005.
      In the 3 rd quarter
      2005, the Company added a Public Relations employee and during the 4 th quarter
      of 2005 the Company added a senior accountant. Outside costs related to public
      relations decreased by $57,657 from $59,587 for the three months ended March
      31,
      2005 to $1,930 for the three months ended March 31, 2006. This saving in outside
      public relations costs offsets the increase in payroll expenses related to
      adding this position within the Company.





For
      the
      three months ended March 31, 2005, the significant components of selling,
      general and administrative expenses consisted of the following: $106,168 in
      payroll related costs, $59,587 in expenses related to public relations,
      promotions and advertising, $69,133 in rent expense, $8,611 in commercial
      insurance expenses, $4,120 in costs for systems and technology, $32,428 in
      depreciation expense and $8,124 in legal expenses.





18


The
      remaining significant components of selling, general and administrative expenses
      for the three months ended March 31, 2006 include: $149,587 in expenses related
      to payroll related costs, $73,794 in rent expense, $39,325 in depreciation
      expense, $30,150 in consultant fees, $26,373 in commercial insurance expenses,
      and $11,192 in costs related to systems and technology.





*Net
      Loss*





****For
                the three months ended March 31,****2006**
              **(unaudited)**
            
            
            **2005**
              **(unaudited)**Net
                Profit / (Loss)
            
            $
            (59,874
            )
            $
            (347,247
            )%
                of Revenue
            
            
            -9.5
            %
            
            -224.8
            %





Net
      loss
      decreased from $347,247 in the three months ended March 31, 2005 to $59,874
      for
      the three months ended March 31, 2006. The positive change is mainly due to
      the
      significant increase in Media revenue in the three months ended March 31, 2006.
      The total revenue from media activities of $303,361 breaks down as follows:
      publishing revenue of $171,975 (primarily from the release of Dr. Berman’s new
      book ‘The Passion Prescription’); $116,686 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) and public
      relations revenue of $12,000. The Company conducted a research project in the
      three months ended March 31, 2006. This study produced a net profit of $108,180.
      The Company also recognized Royalty revenue of $32,902 which have no costs
      associated with it. By comparison, in the three months ended March 31, 2005,
      the
      Company recognized only $50,000 of radio advertising revenue and $104,496 in
      clinic revenue. There was no revenue from the release of a new book, a research
      study or royalties during the related period in 2005.





For
      the
      three months ended March 31, 2005, cost of services amounted to $98,227
      resulting in a positive gross margin of $56,269. Selling, general and
      administrative expenses totaled $403,516 which resulted in a net loss for the
      three months ended March 31, 2005 of $347,247.





For
      the
      three months ended March 31, 2006, cost of services amounted to $223,152
      resulting in a positive gross margin of $408,221. Selling, general and
      administrative expenses totaled $467,797 which resulted in a net loss for the
      three months ended March 31, 2006 of $59,874.





**Liquidity
      and Capital Resources**





At
      March
      31, 2006, we had current assets of $900,812 consisting of cash and cash
      equivalents of $465,639 and other current assets of $435,172. At March 31,
      2006,
      we also had current liabilities of $938,595 consisting of accounts payable
      of
      $162,169 and other current liabilities of $776,426. This resulted in a negative
      net working capital at March 31, 2006 of $37,783. During the three months ended
      March 31, 2006, we used cash in operating activities of $283,829. From the
      date
      of inception (January 2003) to March 31, 2006, we have had a net loss of
      $4,725,287 and have used cash in the amount of $4,308,860 in operating
      activities.





On
      June
      16, 2005, Berman Health and Media, Inc. closed a private placement offering
      of
      common stock and warrants (the “Units”) each consisting of (i) two shares of
      common stock, (ii) one three-year warrant exercisable into one share of common
      stock at an exercise price of $1.05 and (iii) one three year warrant exercisable
      into one share of common stock at an exercise price of $1.575. The price per
      Unit was $1.05. Berman Health and Media, Inc. sold an aggregate of 2,952,381
      Units and received $3,100,000 in gross proceeds from such sale. We have agreed
      to assume the warrants issued by Berman Health and Media, Inc. in the private
      placement. Each warrant is now exercisable into 1.535999487 shares of our common
      stock. These warrants are currently exercisable into an aggregate of 9,069,714
      shares of our common stock.





19


In
      connection with the private placement, Berman Health and Media, Inc. entered
      into an agreement with Hunter World Markets, Inc. (“HWM”), our former
      controlling stockholder and one of our current stockholders, pursuant to which
      HWM offered for sale the Units on a “best efforts” basis. As consideration for
      HWM’s services, we have paid HWM a $372,000 commission on the sale of the Units
      and three-year warrants exercisable into 906,971 shares of our common stock.




As
      a
      result of this private placement, we currently have sufficient funds on hand
      to
      fund our operations for the next quarter. We intend to seek additional financing
      in the future to fund our operations. 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.





The
      net
      proceeds from our recent private placement transaction in June 2005 was $2.3
      million. We have and intend to use the net proceeds from the private placement
      for expenses related to the private placement and reverse merger, for working
      capital and general corporate purposes. Since June of 2005 (the month of the
      reverse merger / private placement), we have hired eleven new employees with
      annual salaries of approximately $574,000. Some of these employees were
      subsequently terminated as a reduction-in-staff for purposes of cost savings
      which occurred during the 4 th quarter
      of 2005. We also have used approximately $60,000 to provide equipment and
      supplies for our new clinical office in Naperville, a suburb of Chicago,
      Illinois. In addition, we used a portion of the net proceeds to market our
      services more aggressively than we have in the past. Beginning in September
      of
      2005, the Company began aggressively advertising its services in magazines
      and
      on the radio. As of December 31, 2005, the Company spent $278,479 for such
      advertisements. Due to the high expense of advertising and its unsatisfactory
      level of effectiveness, the Company eliminated a major portion of its
      advertising campaign (for the three months ended March 31, 2006, the Company
      spent only $5,000 for advertising). In addition, we have and intend to use
      the
      net proceeds from the private placement to pay for ongoing legal and audit
      services and other fees related to our public filings with the Securities and
      Exchange Commission.




We
      currently lose approximately $200,000 per month but we anticipate that monthly
      losses could become zero before the end of the next 12 months based on the
      addition of a new clinic in Naperville, a suburb in Chicago, Illinois, revenue
      from the ShowTime series, research studies, conferences, royalties from the
      sales of licensed products and from writing books with Hyperion. We believe
      we
      have the funds necessary to finance the working capital needs of our company
      until we can generate positive net income and cash flow. Our independent
      registered public accounting firm has added an explanatory paragraph to their
      audit opinion issued in connection with the financial statements for the year
      ended December 31, 2005 relative to our ability to continue as a going concern.
      We plan to overcome the circumstances that impact our ability to remain a going
      concern through a combination of increased revenues and decreased costs, with
      interim cash flow deficiencies being addressed through additional equity
      financing. Our ability to obtain additional funding in year 2006 and thereafter
      will determine our ability to continue as a going concern. There can be no
      assurances that these plans for additional financing will be successful. 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.





Prior
      to
      converting into corporate form, Berman Center LLC sold in 2003, 2004 and 2005
      an
      aggregate of 3,767,390 membership interests in Berman Center LLC and received
      an
      aggregate of $2,966,223 in proceeds from such sales. These securities converted
      into 19,730,504 shares of our common stock upon consummation of the merger
      on
      June 16, 2005.




In
      addition, prior to converting into corporate form, Berman Center LLC issued
      to
      certain investors providing $400,000 in working capital to Berman Center LLC,
      three and a half year warrants exercisable into 117,315 membership interests
      in
      Berman Center LLC at an exercise price of $1.074034786. These warrants converted
      into warrants exercisable into 400,000 shares of Berman Health and Media, Inc.’s
      common stock at an exercise price of $0.315 upon the reorganization of Berman
      Center LLC into corporate form. We agreed to assume these warrants in connection
      with the merger. Each warrant is now exercisable into 1.535999487 shares of
      our
      common stock. These warrants are currently exercisable into an aggregate of
      614,400 shares of our common stock.





20


**Off-Balance
      Sheet Arrangements**





We
      do not
      have any off-balance sheet arrangements.





**RISK
      FACTORS**





Other
      than with respect to the following risk factors, which have been updated and
      restated in their 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, 2005. 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. As of March 31, 2006, we had an
      accumulated deficit of $ 4,725,287. Our losses for the three months ended March
      31, 2006 and 2005 were $59,874 and $347,247, respectively, and our loss for
      the
      year ended December 31, 2005 was $2,421,768. Revenue from clinic operations,
      our
      primary source of revenue, for year ended ,December 31, 2005 decreased by
      $136,611 as compared to the year ended December 31, 2004, from $664,201 to
      $527,590. The decrease is primarily 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.





We
      currently lose approximately $200,000 per month; and, there is no guarantee
      that
      our losses will decrease or become zero. Although we expect to generate positive
      net income and cash flow, 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
      March 31, 2006, 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 March 31, 2006.





**(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 three months ended March
      31, 2006 that has materially affected, or is reasonably likely to affect, our
      internal control over financial reporting.




21


**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.





22


**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: May
              12,
              2006
            By:
            /s/ Samuel
              ChapmanSamuel
              ChapmanChief
              Executive Officer and Chairman of the Board (Principal Executive
              Officer)


23