**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-QSB**




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


**SECURITIES
      EXCHANGE ACT OF 1934**





**For
      the quarterly period ended September 30, 2006**





**OR**




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


**SECURITIES
      EXCHANGE ACT OF 1934**





**Commission
      File Number**


**0-19562**





**BERMAN
      CENTER, INC.**


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





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





**(312)
      255-8088**


(Registrant’s
      telephone number, including area code)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
      during the preceding 12 months (or for such shorter period that the
      registrant was required to file such reports), and (2) has been subject to
      such filing requirements for the past 90 days. Yes ý No  ̈




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




There
      were 33,493,599 shares (excluding Escrow Shares, as defined below) outstanding
      of registrant’s common stock, par value $.001 per share, as of November 8,
      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 September 30, 2005 (unaudited)
            
            1Consolidated
                Statements of Operations for the Three Months and Nine Months ended
                September 30, 2006 and 2005 and period from Inception to September
                30,
                2006
            
            2Consolidated
                Statement of Cash Flows for the Nine Months ended September 30, 2006
                and
                2005, and period from Inception to September 30, 2006
            
            3Notes
                to the Consolidated Financial Statements
            
            4ITEM
                2.
            
            MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATION
            
            16ITEM
                3.
            
            CONTROLS
                AND PROCEDURES
            
            28PART
                II - OTHER INFORMATION
            
            29ITEM
                1.
            
            LEGAL
                PROCEEDINGS
            
            29ITEM
                2.
            
            UNREGISTERED
                SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
            
            29ITEM
                3.
            
            DEFAULTS
                UPON SENIOR SECURITIES
            
            29ITEM
                4.
            
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            
            29ITEM
                5.
            
            OTHER
                INFORMATION
            
            29ITEM
                6.
            
            EXHIBITS
            
            30SIGNATURES
            
            31










**PART
      I - FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL STATEMENTS**





**BERMAN
                CENTER, INC.****(A
                development stage company)****CONSOLIDATED
                BALANCE SHEET****As
                of September 30, 2006****(unaudited)****September
                30,****2006****Assets**
            
            **(unaudited)****Current
                Assets:**Cash
            
            $
            206,605Accounts
                Receivable
            
            
            23,716Deposits
            
            
            165,250Inventory
            
            
            7,341Prepaid
                Expenses
            
            
            30,847Total
                Current Assets
            
            
            433,759Property
                and Equipment:Furniture
            
            
            190,587Leasehold
                Improvements
            
            
            253,786Equipment
            
            
            241,503Property
                and Equipment - Gross
            
            
            685,876Less:
                Accumulated Depreciation
            
            
            (319,343
            )**Property
                and Equipment - Net**
            
            
            366,534**Total
                Assets**
            
            $
            800,293**Liabilities
                and Stockholders' Equity****Current
                Liabilities:**Accounts
                Payable
            
            $
            384,387Deferred
                Revenue
            
            
            150Accrued
                Expenses
            
            
            508,036Deferred
                Rent
            
            
            161,812Capital
                Lease - Current
            
            
            9,468Total
                Current Liabilities
            
            
            1,063,853**Long-Term
                Liabilities:**Capital
                Lease - Non-Current
            
            
            8,217Total
                Long-Term Liabilities
            
            
            8,217**Total
                Liabilities**
            
            
            1,072,070**Stockholders'
                Equity:**Preferred
                Stock, $0.001 par value 25,000,000 shares authorized0
                shares outstanding at September 30, 2006
            
            
            —Common
                Stock, $0.001 par value, 100,000,000 shares authorized32,693,599
                shares outstanding at September 30, 2006
            
            
            32,693Additional
                paid-in Capital
            
            
            5,584,905Deficit
                Accumulated in the Development Stage
            
            
            (5,889,375
            )Total
                Stockholders' Equity
            
            
            (271,777
            )**Total
                Liabilities and Stockholders' Equity**
            
            $
            800,293





**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 and nine Months Ended September 30, 2006 and 2005
                (unaudited) and****For
                the Period from January 16, 2003 (inception) to September 30, 2006
                (unaudited)**For
                    The Three
                  Months
                    Ended
                  September
                    30, 2006
            
            For
                    The Three
                  Months
                    Ended
                  September
                    30, 2005
            
            For
                    The Nine
                  Months
                    Ended
                  September
                    30, 2006
            
            For
                    The Nine
                  Months
                    Ended
                  September
                    30, 2005
            
            For
                      the period
                    January
                      16, 2003
                    (Inception)
                    through
                    September
                      30, 2006**Revenue**-
                Clinics
            
            $
            39,287
            
            $
            175,081
            
            $
            267,897
            
            $
            422,511
            
            $
            1,459,688-
                Seminars and conferences
            
            
            149,184
            
            
            187,975
            
            
            342,559
            
            
            187,975
            
            
            809,784-
                Research, studies and trials
            
            
            -
            
            
            -
            
            
            177,500
            
            
            -
            
            
            424,686-
                Radio advertising
            
            
            -
            
            
            -
            
            
            -
            
            
            50,000
            
            
            50,000-
                Publishing
            
            
            425
            
            
            638
            
            
            172,827
            
            
            638
            
            
            174,924-
                Television
            
            
            1,130
            
            
            -
            
            
            237,203
            
            
            -
            
            
            247,664-
                Royalty
            
            
            27,769
            
            
            13,145
            
            
            81,340
            
            
            13,145
            
            
            111,360-
                Other
            
            
            31,000
            
            
            -
            
            
            74,000
            
            
            -
            
            
            74,000Total
                Revenue
            
            
            248,795
            
            
            376,839
            
            
            1,353,325
            
            
            674,269
            
            
            3,352,105**Cost
                of Services:**Clinics
            
            
            65,377
            
            
            225,373
            
            
            375,102
            
            
            440,752
            
            
            1,783,331Seminars
                and conferences
            
            
            254,370
            
            
            171,009
            
            
            680,060
            
            
            171,009
            
            
            1,099,265Research,
                studies and trials
            
            
            -
            
            
            -
            
            
            69,320
            
            
            1,725
            
            
            315,059Total
                Cost of Services
            
            
            319,747
            
            
            396,382
            
            
            1,124,482
            
            
            613,486
            
            
            3,197,654**Gross
                Profit / (Loss)**
            
            
            (70,952
            )
            
            (19,543
            )
            
            228,843
            
            
            60,783
            
            
            154,451**Selling,
                General & Administrative Expenses**
            
            
            407,044
            
            
            561,819
            
            
            1,349,005
            
            
            1,779,660
            
            
            5,899,531**Loss
                from Operations**
            
            
            (477,996
            )
            
            (581,362
            )
            
            (1,120,162
            )
            
            (1,718,877
            )
            
            (5,745,080
            )**Loss
                on Disposal of Equipment**
            
            
            102,496
            
            
            —
            
            
            102,496
            
            
            —
            
            
            102,496**Interest
                Expense**
            
            
            319
            
            
            -
            
            
            1,303
            
            
            40,493
            
            
            41,797**Net
                Loss**
            
            $
            (580,811
            )
            $
            (581,362
            )
            $
            (1,223,961
            )
            $
            (1,759,370
            )
            $
            (5,889,373
            )**Basic
                and Diluted Loss Per Share**
            
            $
            (0.02
            )
            $
            (0.02
            )
            $
            (0.04
            )
            $
            (0.07
            )**Weighted-Average
                Shares Outstanding**
            
            
            32,101,022
            
            
            31,795,414
            
            
            31,870,782
            
            
            23,700,114




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


2





**BERMAN
                CENTER, INC.****(A
                development stage company)****CONSOLIDATED
                STATEMENT OF CASH FLOWS****For
                the Nine Months Ended September 30, 2006 and 2005 (unaudited)
                and****For
                the period from January 16, 2003 (inception) to September 30, 2006
                (unaudited)**For
                the Periodfrom
                January 16,For
                the Nine
            
            For
                the Nine
            
            2003Months
                Ended
            
            Months
                Ended
            
            (inception)
                toSeptember
                30, 2006
            
            September
                30, 2005
            
            September
                30, 2006(unaudited)
            
            (unaudited)
            
            (unaudited)**Cash
                flows from Operating Activities:**Net
                Loss
            
            $
            (1,223,961
            )
            $
            (1,759,370
            )
            $
            (5,889,373
            )Adjustments
                to Reconcile Net Loss to Net Cash Used in Operating
                Activities:Depreciation
                and Amortization
            
            
            116,011
            
            
            98,926
            
            
            382,754Loss
                on Disposal of Equipment
            
            
            102,496
            
            
            -
            
            
            102,496Issuance
                of Shares for Compensation
            
            
            -
            
            
            95,000
            
            
            120,000(Increase)
                Decrease inAccounts
                Receivable
            
            
            (13,255
            )
            
            (980
            )
            
            (23,716
            )Deposits
            
            
            56,313
            
            
            (15,000
            )
            
            (165,251
            )Prepaid
                Expenses and Other Current Assets
            
            
            42,703
            
            
            (142,145
            )
            
            (30,847
            )Inventory
            
            
            (615
            )
            
            (707
            )
            
            (7,342
            )Increase
                (Decrease) inAccounts
                Payable
            
            
            213,277
            
            
            43,514
            
            
            374,278Deferred
                Revenue
            
            
            (204,258
            )
            
            127
            
            
            3,531Accrued
                Expenses
            
            
            (38,402
            )
            
            (3,469
            )
            
            15,431Deferred
                Rent
            
            
            18,873
            
            
            57,221
            
            
            162,190Net
                Cash provided by (used in) Operating Activities
            
            
            (930,819
            )
            
            (1,626,883
            )
            
            (4,955,849
            )**Cash
                Flows from Investing Activities:**Purchase/Sale
                of Property and Equipment
            
            
            5,500
            
            
            (43,791
            )
            
            (805,551
            )Net
                Cash Used in Investing Activities
            
            
            5,500
            
            
            (43,791
            )
            
            (805,551
            )**Cash
                Flows from Financing Activities:**Proceeds
                from Issuance of Common Stock
            
            
            388,750
            
            
            2,878,321
            
            
            5,996,552Payments
                on Capital Leases
            
            
            (9,913
            )
            
            -
            
            
            (28,548
            )Net
                Cash Provided by Financing Activities
            
            
            378,837
            
            
            2,878,321
            
            
            5,968,004Net
                Increase (Decrease) in Cash and Cash Equivalents
            
            
            (546,482
            )
            
            1,207,647
            
            
            206,605**Cash
                and Cash Equivalents, Beginning of Period**
            
            
            753,087
            
            
            242,435
            
            
            -**Cash
                and Cash Equivalents, End of Period**
            
            $
            206,605
            
            $
            1,450,082
            
            $
            206,605**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 nine months ended September 30, 2006 and September 30,
                2005, $0
                and $95,000 was amortized to compensation expense, respectively.
              
              During
                the nine months ended September 30, 2006, the Company disposed of
                medical
                equipment, which resulted in a loss of
                $102,496.





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




3





**BERMAN
      CENTER, INC.**


**(A
      development stage company)**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**




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





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





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





**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.





4




**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 nine
      months ended September 30, 2006, the Company incurred a net loss of $1,223,961
      (unaudited) and had negative cash flows from operations of $930,819 (unaudited).
      In addition, the Company had an accumulated deficit of $5,889,373 (unaudited)
      at
      September 30, 2006. These factors raise substantial doubt about the Company’s
      ability to continue as a going concern.





Recovery
      of the Company’s assets is dependent upon future events, the outcome of which is
      indeterminable. Management plans to continue to provide for its capital needs
      during the year ended December 31, 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.




5


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




Revenue
      related to research and clinic or (clinical) trials is recognized when the
      work
      is complete. Because of the nature of the contracts, which generally require
      the
      Company to release the results of their studies when complete, release of the
      results of the clinical research is the indicator that the Company uses to
      measure delivery and acceptance of the related services. 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 airs 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 September 30,
      2006, the deferred revenue liability on the Company’s balance sheet is $150
      (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 nine months ended September 30, 2006:





**Shares
                Subject**
              **to
                Option**
            
            **Weighted
                Average**
              **Exercise
                Price**
            
            **Options**
              **Exercisable******Balance
                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
            
            
            -
            
            
            -
            
            
            -September
                30, 2006
            
            
            **314,230**
            
            **$**
            **0.19**
            
            
            **314,230**




All
      options as of September 30, 2006 are fully vested. The following table
      summarizes the status of the Company’s stock options outstanding and exercisable
      as of September 30, 2006:


7





**Options
                Outstanding**
            
            **Options
                Exercisable****Average**
            
            **Weighted**
            
            
            
            **Weighted****Range
                of**
            
            
            
            **Remaining**
            
            **Average**
            
            
            
            **Average****Exercise**
            
            **Number**
            
            **Contractual**
            
            **Exercise**
            
            **Number**
            
            **Exercise****Prices**
            
            **Outstanding**
            
            **Life**
            
            **Price**
            
            **Exercisable**
            
            **Price**$0.19
            
            
            314,230
            
            
            7.60
                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:





**Weighted****Risk-Free**
            
            **Average**
            
            
            
            **Expected**
            
            **Fair
                Value****Interest**
            
            **Expected**
            
            **Expected**
            
            **Dividend**
            
            **at
                Grant****Rate**
            
            **Life**
            
            **Volatility**
            
            **Yield**
            
            **Date**2004
                Director options
            
            
            3.07
            %
            
            0.9
                years
            
            
            29.00
            %
            
            0.00
            %
            $
            0.00





The
      weighted average exercise prices for options granted and exercisable and
      weighted average remaining contractual life for options outstanding as of
      September 30, 2005 and September 30, 2006 was as follows:





**Weighted****Weighted**
            
            **Average****Number**
            
            **Average**
            
            **Remaining****of**
            
            **Exercise**
            
            **Contractual**
            
            **Intrinsic****Shares**
            
            **Price**
            
            **Life
                (Years)**
            
            **Value***As
                of**September**30, 2005:*Employees
                - Outstanding
            
            
            314,230
            
            $
            0.19
            
            
            1.9
            
            $
            -Employees
                - Expected to Vest
            
            
            314,230
            
            $
            0.19
            
            
            1.9
            
            $
            -Employees
                - Options Exercisable
            
            
            314,230
            
            $
            0.19
            
            
            1.9
            
            $
            -*As
                of September 30, 2006:*Employees
                - Outstanding
            
            
            314,230
            
            $
            0.19
            
            
            0.9
            
            $
            -Employees
                - Expected to Vest
            
            
            314,230
            
            $
            0.19
            
            
            0.9
            
            $
            -Employees
                - Options Exercisable
            
            
            314,230
            
            $
            0.19
            
            
            0.9
            
            $
            -





The
      Company did not record any compensation expense during the three and nine months
      ended September 30, 2006, as all employee stock options were fully
      vested.





No
      comparable information is presented for the three and nine month periods ended
      September 30, 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.





8


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 and six months ended September 30, 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.




**For
                The Nine**
            
            **For
                The Three****Months
                Ended**
            
            **Months
                Ended****September
                30, 2005**
            
            **September
                30, 2005**Net
                income (loss):As
                reported
            
            
            ($1,759,370
            )
            
            ($581,362
            )Deduct:
                Total stock-based employee compensation  expense determined
                under  fair value based method for  all awards, net of
                related tax effects
            
            
            ($9,460
            )
            
            -Pro
                forma
            
            
            ($1,768,830
            )
            
            ($581,362
            )Basic
                and diluted earnings (loss) per shares of common stock:As
                reported
            
            
            ($0.07
            )
            
            ($0.02
            )Pro
                forma
            
            
            ($0.07
            )
            
            ($0.02
            )




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
      September 30, 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 Nine Months Ended**
              **September
                30,**
            
            **For
                The Three Months Ended**
              **September
                30,****2006**
            
            **2005**
            
            **2006**
            
            **2005**Options
            
            
            314,230
            
            
            314,230
            
            
            314,230
            
            
            314,230Warrants
            
            
            9,900,114
            
            
            10,591,085
            
            
            9,900,114
            
            
            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.





The
      significant components of the provision for income taxes for the nine months
      ended September 30, 2006 and 2005 were $0 and $0, respectively, for the current
      state provision. There was no state deferred and federal tax
      provision.





9


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





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
      November 2004, the FASB issued SFAS No. 151, *Inventory
      Costs* ,
      an
      amendment of Accounting Research Bulletin No. 43 (SFAS 151). SFAS 151 requires
      idle facility expenses, freight, handling costs, and wasted material (spoilage)
      costs to be excluded from the cost of inventory and expensed when incurred.
      It
      also requires that allocation of fixed overheads to the costs of conversion
      be
      based on the normal capacity of the production facilities. This statement is
      effective for inventory costs incurred during fiscal years beginning after
      June
      15, 2005. The adoption of SFAS 151 in the 2006 did not have a material impact
      on
      our financial reporting and disclosures.




In
      March
      2006, the FASB issued SFAS No. 156, *Accounting
      for Servicing of Financial Assets - an amendment of FASB Statement No.
      140* (SFAS
      156). The provisions of SFAS 156 are effective for fiscal years beginning after
      September 15, 2006. This statement was issued to simplify the accounting for
      servicing rights
      and to reduce the volatility that results from using different measurement
      attributes. The Company is currently assessing the impact that the adoption
      of
      SFAS 156 will have on its results of operations and financial
      position.




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




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




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





10


In
      September 2006, the SEC issued SAB No. 108, Considering the Effects of Prior
      Year Misstatements when Quantifying Misstatements in Current Year Financial
      Statements ("SAB 1081. SAB 108 requires that registrants quantify errors using
      both a balance sheet and income statement approach and evaluate whether either
      approach results in a misstated amount that, when all relevant quantitative
      and
      qualitative factors are considered, is material. SAB 108 is not expected to
      have
      a material impact on the Company's consolidated financial
      statements.





**NOTE
      5 - PROPERTY AND EQUIPMENT**





Property
      and equipment at September 30, 2006 consisted of the following:




**September
                30,**
              **2006**
              **(unaudited)**Equipment
            
            $
            241,503Furniture
                and fixtures
            
            
            190,587Leasehold
                improvements
            
            
            253,786685,876Less
                accumulated depreciation and amortization
            
            
            319,343**Total**
            
            **$**
            **366,534**




Depreciation
      and amortization expense for the three and nine months ended September 30,
      2006
      and 2005 was $37,362 (unaudited), $33,888 (unaudited), $116,011 (unaudited)
      and
      $98,926 (unaudited), respectively.





During
      the three months ended September 30, 2006 the company discontinued the medical
      services portion of the clinic's business. As such, the company has disposed
      of
      the related medical equipment including ultrasounds and neural scanners. The
      $102,496 listed on the Consolidated Statement of Operations under Other Expenses
      consists of a realized loss of $24,432 on the sale of equipment and a loss
      of
      $78,064 on the disposition of the remaining equipment. There are no such Other
      Expenses for the related period in 2005.





**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 December 31, 2005 the cash deposit balance
      paid
      to the landlord was $206,563. This amount is included in the balance for
      Deposits reported on the Balance Sheet at December 31, 2005. At September 30,
      2006, the deposit balance was $165,250 (unaudited). Total rent expense incurred
      for the nine months ended September 30, 2006 and 2005 was $213,256 (unaudited)
      and $209,634 (unaudited), respectively. Total rent expense for the three months
      ended September 30, 2006 and 2005 was $67,681 (unaudited) and $71,011
      (unaudited), respectively. The Company’s lease for the Naperville office space
      expired at the end of May 2006 and was not renewed and, as a result, this office
      was closed at that time. The Naperville office (a suburb of Chicago) served
      as a
      smaller second clinic facility. Total rent expense incurred for this facility
      was $10,000 (unaudited) and $0 (unaudited) for the nine months ended September
      30, 2006 and 2005, respectively. Total rent expense incurred for this facility
      for the three months ended September 30, 2006 and 2005 was $0 (unaudited) and
      $0
      (unaudited), respectively.





11


At
      September 30, 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 $533
      and $772 and terminate through December 2008.





Future
      minimum lease payments under operating and capital leases at September 30,
      2006
      were as follows:




Year
                Ending
            
            Operating
            
            CapitalDecember
                31,
            
            Lease
            
            Lease2006
            
            $
            80,644
            
            $
            3,9172007
            
            $
            247,962
            
            $
            8,7152008
            
            $
            255,448
            
            $
            6,3982009
            
            $
            263,064
            
            $
            -2010
            
            $
            270,946
            
            $
            -Thereafter
            
            $
            1,065,390
            
            $
            -Total
                Minimum Lease Payments
            
            $
            2,183,454
            
            $
            19,029Less
                Amounts Representing Interest
            
            
            
            
            $
            1,345$
            17,685Less
                Current Portion
            
            
            
            
            $
            9,468Long-Term
                Portion
            
            
            
            
            $
            8,217




Employment
      Agreements





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





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





On
      August
      14, 2006, Dr. Berman agreed to forego payment of her salary for an indefinite
      period of time. In addition, Samuel Chapman, Chief Executive Officer of the
      Company, who does not currently have an employment agreement with the Company,
      agreed to forego his salary for an indefinite period of time. The salaries
      of
      Dr. Berman and Mr. Chapman may be reinstituted upon action of the Company’s
      Board of Directors at any time in the future.





12


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





During
      the nine months ended September 30, 2006, the Company completed the following
      transactions:





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





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





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 valued at $120,000.
                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, 4,534,857Class
                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.





13


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.




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 # 2 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.





Warrants





The
      following table summarizes the status of the Company’s warrants outstanding and
      exercisable as of September 30, 2006:




**Warrants
                Outstanding**
            
            **Warrants
                Exercisable****Average**
            
            **Weighted**
            
            
            
            **Weighted****Range
                of**
            
            
            
            **Remaining**
            
            **Average**
            
            
            
            **Average****Exercise**
            
            **Number**
            
            **Contractual**
            
            **Exercise**
            
            **Number**
            
            **Exercise****Prices**
            
            **Outstanding**
            
            **Life**
            
            **Price**
            
            **Exercisable**
            
            **Price**$0.21
                - $1.03
            
            
            9,900,114
            
            
            1.75
                years
            
            $
            0.85
            
            
            9,900,114
            
            $
            0.85




It
      is the
      Company’s policy to record 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:





**Weighted****Risk-Free**
            
            **Average**
            
            
            
            **Expected**
            
            **Fair
                Value****Interest**
            
            **Expected**
            
            **Expected**
            
            **Dividend**
            
            **at
                Grant****Rate**
            
            **Life**
            
            **Volatility**
            
            **Yield**
            
            **Date**Class
                A Warrants
            
            
            3.07
            %
            
            2.0
                years
            
            
            29.00
            %
            
            0.00
            %
            $
            0.00Class
                B Warrants
            
            
            3.07
            %
            
            2.0
            
            
            29.00
            %
            
            0.00
            %
            $
            0.00Placement
                Warrants
            
            
            3.07
            %
            
            3.0
            
            
            29.00
            %
            
            0.00
            %
            $
            0.00Bridge
                Warrants
            
            
            3.07
            %
            
            2.0
            
            
            29.00
            %
            
            0.00
            %
            $
            0.00




14




**NOTE
      8 - SUBSEQUENT EVENTS**





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





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





The
      Company has entered into an agreement with Braun Marketing, LLC, Triple J
      Marketing, LLC, and Roar, LLC, to develop, produce and market a series of DVD’s
      based upon the advice, content, personality, programs, articles, theories and
      teachings of Dr. Laura Berman and The Berman Center. The initial monetary costs
      of the production will be bourn by the other partners while The Berman Center
      will supply Dr. Berman’s time and the scripts to the project as well as
      participate in marketing efforts. The Berman Center will share in the gross
      proceeds of this series.


15





**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. 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. Effective July 27, 2006, the medical services portion
      of
      the clinic’s business is being discontinued and the focus of clinical services
      shifts to talk therapy and individual and couples therapy retreats.





Our
      principal source of revenue is from the clinical services that we provide out
      of
      our downtown Chicago clinic, comprising of approximately 10,000 square feet.
      Our
      clinical staff works to improve our patients’ quality of life, health and
      relationships. Clinical services include talk therapy performed by licensed
      clinical social workers, medicine, as practiced by physicians and nurse
      practitioners, serum and saliva testing services, nutritional counseling and
      yoga classes. Until July 27, 2006, we operated a hormonal management clinic,
      counseling center and sexual function testing center. Our hormone management
      clinic was a facility that could treat a variety of female hormone deficiency
      cases including menopausal symptom relief and sexual function improvement.
      Our
      sexual function testing center was 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 included one nurse practitioner,
      one
      medical assistant and two talk therapists, all of whom work for us. The nurse
      practitioner and assistant are no longer with the Company.





Clinical
      services accounted for 65% and 60% of our revenue for the years ended December
      31, 2005 and 2004, respectively, and 20% and 63% respectively for the nine
      months ended September 30, 2006 and 2005. The amount of our losses since we
      began our current operations in the female sexual health business in January
      2003 through September 30, 2006 is $5,889,373. Revenue from clinic operations
      for the nine months ended September 30, 2006 decreased by $154,614 as compared
      to the nine months ended September 30, 2005, from $422,511 to $267,897. The
      decrease is due to a reduction of demand for our clinic services as compared
      to
      the same period from the previous year. It is important to note that effective
      July 27, 2006, the medical services portion of the clinic’s business was
      discontinued and the focus shifted to talk therapy and individual and couples
      therapy retreats. There was a decrease in clinic revenue initially, as a result
      of this change, but there was also a decrease in clinic costs and expenses.
      It
      is management intention to shift the emphasis of the clinic’s business to talk
      therapy and expand these clinic services and to increase clinic revenue by
      expanding talk therapy services and individual and couples therapy
      retreats.





16


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, and 25% and 28%
      respectively for the nine months ended September 30, 2006 and 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, and 45% and 91% respectively for
      the
      nine months ended September 30, 2006 and 2005.





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 nine months
      ended September 30, 2006. In addition to the payment that we received in
      connection with *The
      Passion Prescription* ,
      we have
      received various smaller amounts of publishing revenue from a few magazine
      companies from allowing them to publish excerpts of Dr. Berman’s book in their
      respective magazines. Costs that we 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 produced by View Film Productions for the Showtime
      Network. The show, which is entitled *Sexual
      Healing* ,
      tracks
      three couples' progress through intensive couples therapy at the Berman Center
      over a one-week period. There have been nine such weekly episodes to date.
      The
      ShowTime Network picked up the series in September 2005 and premiered the show
      on July 21, 2006. We 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 nine months
      ended September 30, 2006, the Company has earned total revenue of $237,203
      and
      received payment for the eight weekly shows produced from our television
      production business in connection with the Showtime series. The pilot show
      was
      produced in 2005.




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 offers for sale Dr.
      Berman's line of Kegel exercise and sexual aid products under the brand name
      "Berman Center Intimate Accessories," which was created in partnership with
      California Exotics Novelties, LLC. Dr. Berman and our management team designed
      the products and California Exotics is distributing and managing the products.
      We are entitled to an 8% share or royalty of the revenue of the product line
      paid to California Exotics. For the 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 nine months ended September 30, 2006
      and
      2005 we recognized revenue of $81,340 and $13,146 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.





17




**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 airs on the Showtime
      cable channel. Publishing revenue represents revenue earned from releasing
      of a
      new book written by Dr. Berman. Revenue from research projects represent revenue
      generated from a study conducted by Dr. Berman. When such revenue is generated,
      we recognize the revenue when it is earned, the services are performed and
      collection is probable.





**Results
      of Operations**





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




**Comparison
      of the Three Months ended September 30, 2006 to the Three Months ended September
      30, 2005**





*Revenue*
            
            For
                the three months ended September 30,**2006**
            
            **2005**(unaudited)
            
            (unaudited)Clinic
                revenue
            
            $
            39,287
            
            $
            175,081Conference
                revenue
            
            
            149,184
            
            
            187,975Research,
                studies and trials
            
            
            -
            
            
            -Radio
                Advertising
            
            
            -
            
            
            -Publishing
            
            
            425
            
            
            638Television
            
            
            1,130
            
            
            -Royalty
            
            
            27,769
            
            
            13,145Other
            
            
            31,000
            
            
            -**Total
                Revenue**
            
            **$**
            **248,795**
            
            **$**
            **376,839**




18




Total
      revenue decreased significantly in the three months ended September 30, 2006
      to
      $248,795 as compared to $376,839 for the three months ended September 30, 2005.
      This is primarily due to the discontinuation of the medical services portion
      of
      the clinic’s business and the smaller scale of the individual continuing medical
      education course during the three months ended September 30, 2006. Revenue
      from
      clinic operations for the three months ended September 30, 2006 decreased by
      $135,794 compared to the three months ended September 30, 2005, from $175,081
      to
      $39,287. The decrease is due to the discontinuation of the medical services
      portion of the clinic’s business as compared to the same period from the
      previous year. It is important to note that effective July 27, 2006, the medical
      services portion of the clinic’s business was discontinued and the focus shifted
      to talk therapy and individual and couples therapy retreats. There was a
      decrease in clinic revenue initially as a result of this change, but there
      was
      also a decrease in clinic costs and expenses. It is management’s intention to
      shift the emphasis of the clinic’s business to talk therapy and expand these
      clinic services and to increase clinic revenue by expanding talk therapy
      services and individual and couples therapy retreats.





Revenue
      for the three months ended September 30, 2006 also included royalty revenue
      of
      $27,769 (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); public relations revenue of $31,000 (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), television revenue of $1,130 (generated
      by
      television appearances), and $425 publishing revenue (from magazine excerpts
      concerning Dr. Berman’s most recent book ‘The Passion Prescription’). In
      comparison, there was only revenue of $13,145 included in royalties and $638
      included in publishing for these activities during the three months ended
      September 30, 2005. As such, the aforementioned revenue activities comprise
      the
      $128,044 decrease in revenue for the three months ended September 30, 2006
      as
      compared to the same period in 2005.




*Expenses*





*Cost
      of Goods Sold*





*For
                the three months ended***September
                30**
            
            **September
                30****2006**
            
            **2005**(unaudited)
            
            (unaudited)Clinics
            
            $
            65,377
            
            $
            225,373Conference
                expense
            
            
            254,370
            
            
            171,009Research,
                Studies and Trials
            
            
            -
            
            
            -**$**
            **319,747**
            
            **$**
            **396,382****Gross
                Margin**
            
            
            **($70,952**
            **)**
            
            **($19,543**
            **)****Gross
                Margin %**
            
            
            **-28.5**
            **%**
            
            **-5.2**
            **%**





Cost
      of
      goods sold during the three months ended September 30, 2006 of $319,747 was
      $76,635 lower than cost of goods sold during the three months ended September
      30, 2005 of $396,382. This is due mainly to the discontinuation of the medical
      services portion of the clinic’s business during the three months ended
      September 30, 2006. There were significantly lower staffing levels for the
      three
      months ended September 30, 2006 as compared to the three months ended September
      30, 2005.





19




For
      the
      three months ended September 30, 2005, cost of services consisted of $200,234
      in
      payroll related costs, $171,009 in conference expenses, and outside lab costs
      of
      $25,139. For the three months ended September 30, 2006, cost of services
      consisted of $62,632 in payroll related costs, $254,370 in conference expenses,
      and outside lab fees of $2,745.




*Selling,
      General and Administrative Expenses*





*For
                the three months ended***September
                30**
            
            **September
                30****2006**
            
            **2005**(unaudited)
            
            (unaudited)Selling,
                General &Administrative
                Expensesand
                Interest Expense:
            
            $
            407,419
            
            $
            561,819S,
                G & A (as a % of revenue)
            
            
            163.8
            %
            
            149.1
            %





Selling,
      general and administrative expenses and interest expense during the three months
      ended September 30, 2006 of $407,419 was $154,400 lower than selling, general
      and administrative expenses and interest expense for the three months ended
      September 30, 2005 of $561,819. This is mainly due to expenses related to the
      discontinuation of the medical services portion of the clinic’s business and the
      associated reduction of salaries, payroll taxes and benefits, and the rent
      of
      the Naperville office.




20


For
      the
      three months ended September 30, 2005, the remaining significant components
      of
      selling, general and administrative expenses and interest expense consisted
      of
      the following: $158,375 in payroll related costs, $86,645 in expenses related
      to
      public company obligations, $72,192 in expenses related to public relations,
      promotions and advertising, $13,000 in consultant and broker fees, $71,011
      in
      rent expense, $12,150 in costs for systems and technology, $38,888 in
      depreciation expense, $17,944 in commercial insurance expense, and $9,167 in
      systems and technology expenses.





The
      significant components of selling, general and administrative expenses and
      interest expense for the three months ended September 30, 2006 include: $136,590
      in expenses related to payroll related costs, $67,681 in rent expense, $37,362
      in depreciation expense, $26,355 in consultant fees, $31,568 in audit fees,
      $8,416 in legal fees, $22,667 in supplies, utilities, postage and subscriptions
      and $29,695 in commercial insurance expenses.





*Other
      Expenses*





*For
                the three months ended***September
                30**
            
            **September
                30****2006**
            
            **2005**(unaudited)
            
            (unaudited)Other
                Expenses
            
            $
            102,496
            
            $
            -





During
      the three months ended September 30, 2006 the company discontinued the medical
      services portion of the clinic’s business. As such, the Company has disposed of
      the related medical equipment including ultrasounds and neural scanners. The
      $102,496 consists of a realized loss of $24,432 on the sale of equipment and
      a
      loss of $78,064 on the disposition of the remaining equipment. There are no
      such
      Other Expenses for the related period in 2005.




*Net
      Loss*





*For
                the three months ended***September
                30**
            
            **September
                30****2006**
            
            **2005**(unaudited)
            
            (unaudited)Net
                Profit / (Loss)
            
            
            ($580,809
            )
            
            ($581,362
            )%
                of Revenue
            
            
            -233.5
            %
            
            -154.3
            %





Net
      loss
      decreased from $581,362 in the three months ended September 30, 2005 to $580,809
      for the three months ended September 30, 2006. The positive change is mainly
      due
      to decreased revenues and expenses related to the discontinuation of the medical
      services portion of the clinic’s business in the three months ended September
      30, 2006. The total revenue from media activities of $32,555 breaks down as
      follows: $1,130 from television appearances, public relations revenue of $31,000
      and a small portion of publishing revenue. The Company hosted a conference
      that
      generated $149,184 in revenue. The Company also recognized Royalty revenue
      of
      $27,769 which has no costs associated with it. By comparison, in the three
      months ended September 30, 2005, the Company recognized $175,081 in clinic
      revenue. The Company hosted a conference that generated $187,975 in revenue.
      The
      Company also recognized Royalty revenue of $13,145 which has no costs associated
      with it, and a small portion of publishing revenue was also recorded. There
      was
      no revenue from television or public relations during the related period in
      2005. The losses the Company incurred during the three months ended September
      30, 2006 would have been significantly less had the Company not hosted the
      conference. The losses from hosting the conference during the three months
      ended
      September 30, 2006 were $105,186. The losses incurred from the conferences
      were
      primarily due to an insufficient number of registrants attending the
      conferences.





For
      the
      three months ended September 30, 2005, cost of services amounted to $396,382
      resulting in a negative gross margin of $19,543. Selling, general and
      administrative expenses and interest expense totaled $561,819 which resulted
      in
      a net loss for the three months ended September 30, 2005 of
      $581,362.





21




For
      the
      three months ended September 30, 2006, cost of services amounted to $319,747
      resulting in a negative gross margin of $70,952. Selling, general and
      administrative expenses and interest expense totaled $407,419, and Other
      expenses totaled $102,496 which resulted in a net loss for the three months
      ended September 30, 2006 of $580,811.




**Comparison
      of the Nine Months ended September 30, 2006 to the Nine Months ended September
      30, 2005**





*Revenue*
            
            For
                the nine months ended September 30,**2006**
            
            **2005**(unaudited)
            
            (unaudited)Clinic
                revenue
            
            $
            267,897
            
            $
            422,511Conference
                revenue
            
            
            342,559
            
            
            187,975Research,
                studies and trials
            
            
            177,500
            
            
            -Radio
                Advertising
            
            
            -
            
            
            50,000Publishing
            
            
            172,827
            
            
            638Television
            
            
            237,203
            
            
            -Royalty
            
            
            81,340
            
            
            13,145Other
            
            
            74,000
            
            
            -**Total
                Revenue**
            
            **$**
            **1,353,325**
            
            **$**
            **674,271**





Total
      revenue increased significantly in the nine months ended September 30, 2006
      to
      $1,353,325 as compared to $674,271 for the nine months ended September 30,
      2005.
      This is primarily due to the revenue generated by the three conferences the
      Company hosted, the Media activities performed by the company and a research
      study conducted in the nine months ended September 30, 2006. Revenue from clinic
      operations for the nine months ended September 30, 2006 decreased by $154,614
      compared to the nine months ended September 30, 2005, from $422,511 to $267,897.
      The decrease is due to the discontinuation of the medical services portion
      of
      the clinic’s business. It is important to note that effective July 27, 2006, the
      medical services portion of the clinic’s business was discontinued and the focus
      shifted to talk therapy and individual and couples therapy retreats. There
      was a
      decrease in clinic revenue initially, as a result of this change, but there
      was
      also a decrease in clinic costs and expenses. It is management’s intention to
      shift the emphasis of the clinic’s business to talk therapy and expand these
      clinic services and to increase clinic revenue by expanding talk therapy
      services and individual and couples therapy retreats.





Revenue
      for the nine months ended September 30, 2006 also included $484,030 in Media
      revenue, which breaks down as follows: publishing revenue of $172,827 (primarily
      from the release of Dr. Berman’s new book ‘The Passion Prescription’); $234,075
      of revenue from the production of the Showtime television series entitled
‘Sexual Healing’ (this revenue represents 8 weekly shows produced in total);
      public relations revenue of $74,000 (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 $3,128 of revenue for television appearances by Dr. Laura Berman
      on the Fox News in the Morning TV show and on The View. In comparison, there
      was
      Media revenue of $638 for the nine months ended September 30, 2005 consisting
      solely of publishing revenue related to the book ‘Secrets of the Sexually
      Satisfied Woman’. The Company earned Research revenue of $177,500 in the nine
      months ended September 30, 2006. The research project focused on sexual intimacy
      and was sponsored by Johnson & Johnson. There was no research revenue for
      the nine months ended September 30, 2005. Revenue for the nine months ended
      September 30, 2005 also included $50,000 in radio advertising revenue. There
      was
      no radio advertising revenue for the nine months ended September 30, 2006.
      Royalty revenue for the nine months ended September 30, 2006 was $81,340. There
      was Royalty revenue of $13,145 for the nine months ended September 30, 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 $679,056 increase in revenue for the nine months ended September
      30, 2006 as compared to the same period in 2005.





22





*Expenses*





*Cost
      of Goods Sold*





*For
                the nine months ended***September
                30**
            
            **September
                30****2006**
            
            **2005**(unaudited)
            
            (unaudited)Clinics
            
            $
            375,102
            
            $
            440,752Conference
                expense
            
            
            680,060
            
            
            171,009Research,
                Studies and Trials
            
            
            69,320
            
            
            1,725**$**
            **1,124,482**
            
            **$**
            **613,486****Gross
                Margin**
            
            **$**
            **228,843**
            
            **$**
            **60,783****Gross
                Margin %**
            
            
            **16.9**
            **%**
            
            **9.0**
            **%**





Cost
      of
      goods sold during the nine months ended September 30, 2006 of $1,124,482 was
      $510,996 higher than cost of goods sold during the nine months ended September
      30, 2005 of $613,486. This is due mainly to expenses related to the three
      conferences the Company hosted during the nine months ended September 30, 2006.
      The total conference expenses for the three conferences were $680,060. By
      comparison, there were conference expenses of $171,009 for the nine months
      ended
      September 30, 2005. Also, there were higher staffing levels for the nine months
      ended September 30, 2006 as compared to the nine months ended September 30,
      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 the second
      half of 2005, management began increasing staff levels. One Medical Assistant
      was added near the end of the 2 nd quarter
      of 2005. In the 3 rd quarter
      of 2005, a Patient Concierge was added along with a second Talk Therapist.
      These
      staff addition expenses continued into the nine month period ended September
      30,
      2006. Another reason for higher cost of goods sold in the nine months ended
      September 30, 2006 is due to research expenses of $69,320. These expenses
      represent outside costs incurred associated with the sexual intimacy study
      conducted by the company in the nine months ended September 30, 2006. The
      Company earned revenue of $177,500 on the research project. By comparison,
      there
      was no research expenses in the nine months ended September 30, 2005.





For
      the
      nine months ended September 30, 2005, cost of services consisted of $403,522
      in
      payroll related costs, conference expenses of $171,009, outside lab costs of
      $37,230, and research expenses of $1,725. For the nine months ended September
      30, 2006, cost of services consisted of $353,791 in payroll related costs,
      conference expenses of $680,060, outside lab fees of $21,311, and research
      expenses of $69,320.





*Selling,
      General and Administrative Expenses*





*For
                the nine months ended***September
                30**
            
            **September
                30****2006**
            
            **2005**(unaudited)
            
            (unaudited)Selling,
                General &Administrative
                Expensesand
                Interest Expense:
            
            $
            1,350,308
            
            $
            1,820,153S,
                G & A (as a % of revenue)
            
            
            99.8
            %
            
            269.9
            %





Selling,
      general and administrative expenses and interest expense during the nine months
      ended September 30, 2006 of $1,350,308 was $469,845 lower than selling, general
      and administrative expenses and interest expense for the nine months ended
      September 30, 2005 of $1,820,153. This is mainly due to expenses related to
      the
      reverse merger and equity financing transaction which occurred during the nine
      months ended September 30, 2005. The expenses for the reverse merger and equity
      financing transaction during the nine months ended September 30, 2005 amounted
      to $547,385 and consisted on the following expense categories: audit and legal
      fees pertaining to our registration statement on Form SB-2, subsequent amendment
      filings of Form SB-2, placement fees, roadshow expenses, filing fees stock
      transfer agent fees, various state and federal filing fees and interest
      expense .





23




For
      the
      nine months ended September 30, 2005, the remaining significant components
      of
      selling, general and administrative expenses and interest expense consisted
      of
      the following: $409,986 in payroll related costs, $184,982 in expenses related
      to public relations, promotions and advertising, $209,634 in rent expense,
      $111,174 in consultant and broker fees, $82,092 in supplies, utilities, postage
      and subscriptions, $30,091 in commercial insurance expenses, $25,437 in costs
      for systems and technology, $98,926 in depreciation expense and $40,948 in
      legal
      expenses.





The
      significant components of selling, general and administrative expenses and
      interest expense for the nine months ended September 30, 2006 include: $464,677
      in expenses related to payroll related costs, $213,256 in rent expense, $116,011
      in depreciation expense, $112,206 in consultant and broker fees, $79,583 in
      commercial insurance expenses, $69,123 in supplies, utilities, postage and
      subscriptions, $16,600 in public relations and travel and entertainment
      expenses, $104,690 in audit fees, $70,266 in legal fees, $19,038 in filing
      fees,
      $6,750 in stock transfer agent fees, and $24,129 in costs related to systems
      and
      technology.




*Other
      Expenses*





*For
                the nine months ended***September
                30**
            
            **September
                30****2006**
            
            **2005**(unaudited)
            
            (unaudited)Other
                Expenses
            
            $
            102,496
            
            $
            -





During
      the nine months ended September 30, 2006 the company discontinued the medical
      services portion of the clinic’s business. As such, the company has disposed of
      the related medical equipment including ultrasounds and neural scanners. The
      $102,496 consists of a realized loss of $24,432 on the sale of equipment and
      a
      loss of $78,064 on the disposition of the remaining equipment. There are no
      such
      Other Expenses for the related period in 2005.




*Net
      Loss*





*For
                the nine months ended***September
                30**
            
            **September
                30****2006**
            
            **2005**(unaudited)
            
            (unaudited)Net
                Profit / (Loss)
            
            
            ($1,223,961
            )
            
            ($1,759,370
            )%
                of Revenue
            
            
            -90.4
            %
            
            -260.9
            %





Net
      loss
      decreased from $1,759,370 in the nine months ended September 30, 2005 to
      $1,223,961 for the nine months ended September 30, 2006. The positive change
      is
      mainly due to the significant increase in Media revenue in the nine months
      ended
      September 30, 2006. The total revenue from media activities of $484,030 breaks
      down as follows: publishing revenue of $172,827 (primarily from the release
      of
      Dr. Berman’s new book ‘The Passion Prescription’); $234,075 revenue from the
      production of the Showtime television series entitled ‘Sexual Healing’ (this
      revenue represents 8 weekly shows produced in total) and public relations
      revenue of $74,000 (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 $3,128
      of
      revenue for television appearances by Dr. Laura Berman on the Fox News in the
      Morning TV show and on The View. There was Media revenue of $638 for the nine
      months ended September 30, 2005 consisting solely of publishing revenue related
      to the book ‘Secrets of the Sexually Satisfied Woman’. The Company conducted a
      research project in the nine months ended September 30, 2006. This study
      produced a net profit of $108,180. The Company also recognized Royalty revenue
      of $81,340 which has no costs associated with it. By comparison, in the nine
      months ended September 30, 2005, the Company recognized $187,975 of conference
      revenue, $50,000 of radio advertising revenue, $638 of publishing revenue,
      $13,145 of royalty revenue and $422,511 in clinic revenue. There was no revenue
      from television, or a research study during the related period in 2005. The
      losses the Company incurred during the nine months ended September 30, 2006
      would have been significantly less had the Company not have hosted the three
      conferences. The losses from hosting the three conferences during the nine
      months ended September 30, 2006 were $337,501. The losses incurred from the
      conferences were primarily due to an insufficient number of registrants
      attending the conferences.





24




For
      the
      nine months ended September 30, 2005, cost of services amounted to $613,486
      resulting in a positive gross margin of $60,783. Selling, general and
      administrative expenses and interest expense totaled $1,820,153 which resulted
      in a net loss for the nine months ended September 30, 2005 of
      $1,759,370.





For
      the
      nine months ended September 30, 2006, cost of services amounted to $1,124,482
      resulting in a positive gross margin of $228,843. Selling, general and
      administrative expenses and interest expense totaled $1,350,308, and Other
      expenses totaled $102,496 **** which
      resulted in a net loss for the nine months ended September 30, 2006 of
      $1,223,961.





**Liquidity
      and Capital Resources**





At
      September 30, 2006, we had current assets of $433,759 consisting of cash and
      cash equivalents of $206,605 and other current assets of $227,154. At September
      30, 2006, we also had current liabilities of $1,063,853 consisting of accounts
      payable of $384,387 and other current liabilities of $679,466. This resulted
      in
      a negative net working capital at September 30, 2006 of $630,094. During the
      nine months ended September 30, 2006, we used cash in operating activities
      of
      $930,819. From the date of inception (January 2003) to June 30, 2006, we have
      had a net loss of $5,889,373 and have used cash in the amount of $4,955,849
      in
      operating activities. It is important to note that effective July 27, 2006,
      the
      medical services portion of the clinic’s business was discontinued and the focus
      shifted to talk therapy and individual and couples therapy retreats. There
      was a
      decrease in clinic revenue initially, as a result of this change, but there
      was
      also a decrease in clinic costs and expenses. It is management’s intention to
      shift the emphasis of the clinic’s business to talk therapy and expand these
      clinic services and to increase clinic revenue by expanding talk therapy
      services and individual and couples therapy retreats.




During
      the nine months ended September 30, 2006, the Company issued 1,290,971 shares
      to
      third party investors for a cash total of $388,750. In connection with this
      issuance, the Company issued 600,000 warrants to the placement
      agent.




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





On
      June
      16, 2005, our company and Dr. Laura Berman entered into an employment agreement
      pursuant to which Dr. Berman was to receive an annual salary of $200,000. On
      August 14, 2006, Dr. Berman agreed to forego payment of her salary for an
      indefinite period of time. In addition, Samuel Chapman, our Chief Executive
      Officer, who does not currently have an employment agreement with us, agreed
      to
      forego his salary for an indefinite period of time. The salaries of Dr. Berman
      and Mr. Chapman may be reinstituted upon action of the Board of Directors at
      any
      time in the future.


25


We
      believe that 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. In addition, our arrangements with Hunter World Markets, Inc.,
      as
      described above, may limit our ability to conduct certain capital
      raises.





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. 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.




The
      net
      proceeds from our recent private placement transaction in June 2005 was $2.3
      million. We have used the 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. Most of these
      employees were subsequently terminated as a reduction-in-staff for purposes
      of
      cost savings. We also have used the funds to provide equipment and supplies
      for
      our clinical office in Naperville, a suburb of Chicago, Illinois. The Company’s
      lease for the Naperville office space expired at the end of May 2006 and was
      not
      renewed and, as a result, this office was closed at that time. 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. Due to
      the
      high expense of advertising and its unsatisfactory level of effectiveness,
      the
      Company eliminated a major portion of its advertising campaign. In addition,
      we
      have used the 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. The Company’s lease for our
      Naperville office space expired at the end of May 2006 and was not renewed
      and,
      as a result, this office was closed at that time. The Company has incurred
      additional internal public relations costs through the hiring of three
      additional public relations employees during 2006. The Company now has no public
      relation employees in house as they were terminated during the quarter ended
      September 30, 2006. The salaries, payroll taxes and benefits of four public
      relations employees at the time was approximately $250,000 annually. These
      additional costs replaced much of the promotional and advertising costs paid
      to
      outside firms in the past.





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.




26




In
      addition, prior to converting into corporate form, Berman Center LLC issued
      to
      certain investors providing $400,000 in working capital in a bridge loan to
      Berman Center LLC, three and a half year (bridge) warrants exercisable into
      117,315 membership interests in Berman Center LLC at an exercise price of
      $1.074034786. These (bridge) 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 were exercisable into an aggregate of 614,400 shares of our common
      stock. On June 23, 2006, 384,000 of the 614,400 (bridge) warrants (associated
      with the working capital provided exercised) and shares were issued. The
      transaction infused cash and paid-in-capital of $78,750 into the Company.
      Another 906,971 of placement agent warrants were also exercised on June 23,
      2006
      and shares were issued. This transaction resulted in $310,000 in cash and
      paid-in-capital being infused into the Company.





**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, as updated by our Quarterly
      Reports on Form 10-QSB as filed with the Securities and Exchange Commission.
      With respect to this discussion, the terms “Berman Center,”  “Company”,
      "we," "us," and "our" refer to the registrant, Berman Center, Inc., and our
      wholly owned subsidiary, Berman Health and Media, Inc.





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





We
      have
      incurred significant losses since we began our current operations in the female
      sexual health business in January 2003. As of September 30, 2006, we had an
      accumulated deficit of $5,889,373. Our losses for the nine months ended
      September 30, 2006 and 2005 were $1,223,961 and $1,759,370, 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. It is important to note that effective July
      27, 2006, the medical services portion of the clinic’s business was discontinued
      and the focus shifted to talk therapy and individual and couples therapy
      retreats. There was a decrease in clinic revenue initially, as a result of
      this
      change, but there was also a decrease in clinic costs and expenses. It is
      management’s intention to shift the emphasis of the clinic’s business to talk
      therapy and expand these clinic services and to increase clinic revenue by
      expanding talk therapy services and individual and couples therapy retreats.




We
      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.





27


**If
      we fail to make** **payments under our secured promissory note, or otherwise come in default of
      such
      note, we could lose all of our assets, which could cause our business to
      fail.**





On
      October 6, 2006, we executed a Secured Convertible Promissory Note (the
“Promissory Note”) in favor of Hunter Fund LTD. (“Hunter Fund”), pursuant to
      which Hunter Fund agreed to lend the principal amount of $200,000 to us. The
      terms of the Promissory Note provide that, among other things: (i) the
      Promissory Note is secured by all of the assets of our company and our
      wholly-owned subsidiary, (ii) the term of the Promissory Note is one year with
      an interest rate per annum of 15%, (iii) the conversion rate for the Promissory
      Note will be the lesser of 50% of the market rate or $0.25 per share, and (iv)
      Hunter Fund will have demand and piggyback registration rights for the shares
      of
      our common stock that are issuable upon conversion of the Promissory Note.
      If we
      fail to make payments under the Promissory Note, or otherwise come into default,
      Hunter Fund may exercise its rights to seize all of the assets of our company,
      which would have a material adverse effect on our business and could cause
      us to
      declare bankruptcy. In such instance, you could lose your entire
      investment.





**We
      have discontinued the medical services portion of our business, which has
      historically accounted for a significant percentage of our revenues, and if
      we
      fail to replace that source of revenue, our results of operations could be
      materially and adversely affected.**





Effective
      July 2006, the medical services portion of our clinic’s business was
      discontinued and the focus shifted to talk therapy and individual and couples
      therapy retreats. The medical services portion of our business has accounted
      for
      a significant portion of our revenues in the past and we did expect that our
      business would experience a decrease in clinic revenue as a result of this
      change. There was also a risk that we may lose customers for our talk therapy
      services as a result of not providing the medical services portion of our
      business, which would have further reduced our revenues and could have harmed
      our results of operations. In addition, if the revenue from our talk therapy
      and
      other portions of our business did not increase, our business and results of
      operations could have materially and adversely affected our results of
      operations and growth opportunities.





**ITEM
      3. CONTROLS AND PROCEDURES**





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





As
      of
      September 30, 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 September 30, 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
      September 30, 2006 that has materially affected, or is reasonably likely to
      affect, our internal control over financial reporting.






28


**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**





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





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





On
      August
      14, 2006, Dr. Laura Berman, President, agreed to forego payment of her salary
      for an indefinite period of time pursuant to Section 3(a) of her employment
      agreement, as amended. In addition, Samuel Chapman, Chief Executive Officer
      of
      the Company, who does not currently have an employment agreement with the
      Company, agreed to forego his salary for an indefinite period of time. Dr.
      Berman and Mr. Chapman met with the Board of Directors on August 14, 2006 and
      all agreed that it was in the best interest of the Company to forego their
      salaries, effective immediately. The salaries of Dr. Berman and Mr. Chapman
      may
      be reinstituted upon action of the Company’s Board of Directors at any time in
      the future.





The
      Company has entered into an agreement with Braun Marketing, LLC, Triple J
      Marketing, LLC, and Roar, LLC, to develop, produce and market a series of DVD’s
      based upon the advice, content, personality, programs, articles, theories and
      teachings of Dr. Laura Berman and The Berman Center.  The initial monetary
      costs of the production will be bourn by the other partners while The Berman
      Center will supply Dr. Berman’s time and the scripts to the project as well as
      participate in marketing efforts.  The Berman Center will share in the
      gross proceeds of this series.




29




**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.





30





**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: November
                14, 2006
            By:
            /s/ Samuel
                ChapmanSamuel
                Chapman
              Chief
                Executive Officer and Chairman of the Board
              (Principal
                Executive Officer)




31