**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
 
 **FORM
        10-QSB**
 
 **x
        QUARTERLY REPORT
        PURSUANT TO SECTION 13 OR 15(d) OF THE**
 **SECURITIES
        EXCHANGE ACT OF 1934**
 
 **For
        the quarterly period ended September 30, 2005**
 
 **OR**
 
 **o
        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**
                (Address
                  of principal executive offices)
              
              **60611**
                (Zip
                  Code)
 
 **(312)
        255-8088**
 (Registrant’s
        telephone number, including area code)
 
 Indicate
        by check mark whether the registrant (1) has filed all reports required
        to
        be filed by Section 13 or 15(d) of the Securities Exchange Act of
        1934
        during the preceding 12 months (or for such shorter period that the
        registrant was required to file such reports), and (2) has been subject
        to
        such filing requirements for the past 90 days. 
        Yes  **o**No **x**
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).  Yes  **o** No **x**
  There
        were 31,795,415 shares outstanding of registrant’s common stock, par value $.001
        per share, as of November 1, 2005.
  Transitional
        Small Business Disclosure Format (check one):    
        Yes  **o**No **x**
 
  **BERMAN
        CENTER, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **FORM
        10-QSB QUARTERLY REPORT**
 
 **TABLE
        OF CONTENTS**
 
 
 **Page**PART
                      I - FINANCIAL INFORMATION
                  
                  1ITEM
                      1.
                  FINANCIAL
                    STATEMENTSConsolidated
                      Balance Sheet as of September 30, 2005 (unaudited)
                  
                  1Consolidated
                      Statements of Operations for the Three Months and Nine Months
                      ended
                      September 30, 2005 and 2004 and period from Inception to September
                      30,
                      2005 (unaudited)
                  
                  2Consolidated
                      Statement of Cash Flows for the Nine Months ended September
                      30, 2005 and
                      2004, and period from Inception to September 30, 2005
                      (unaudited)
                  
                  3Notes
                      to the Consolidated Financial Statements
                  
                  5ITEM
                      2.
                  MANAGEMENT’S
                      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                      OF
                      OPERATION
                  
                  13ITEM
                      3.
                  CONTROLS
                      AND PROCEDURES
                  
                  31PART
                      II-OTHER INFORMATION
                  
                  33ITEM
                      1.
                  LEGAL
                      PROCEEDINGS
                  
                  33ITEM
                      2.
                  UNREGISTERED
                      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
                  
                  33ITEM
                      3.
                  DEFAULTS
                      UPON SENIOR SECURITIES
                  
                  33ITEM
                      4.
                  SUBMISSION
                      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                  
                  33ITEM
                      5.
                  OTHER
                      INFORMATION
                  
                  33ITEM
                      6.
                  EXHIBITS
                  
                  34SIGNATURES
                  
                  
                  35
 
 
   **PART
        I - FINANCIAL INFORMATION**
 
 **ITEM
        1. FINANCIAL STATEMENTS**
 
 **BERMAN
                    CENTER, INC.**
                  **(A
                    development stage company)**
                  **CONSOLIDATED
                    BALANCE SHEETS**
                  **As
                    of September 30, 2005
                    (unaudited)**  September
                    30,**ASSETS**
                
                2005**Current
                    Assets**Cash
                    and cash equivalents
                
                $
                1,450,082Accounts
                    Receivable
                
                
                4,080Deposits
                
                
                15,000Inventory
                
                
                8,354Prepaid
                    Expenses
                
                
                154,645Total
                    Current Assets
                
                $
                1,632,161**Property
                    and Equipment: net**
                
                $
                554,083**Total
                    assets**
                
                $
                2,186,244**LIABILITIES
                    AND STOCKHOLDERS' EQUITY****Current
                    liabilities**Accounts
                    payable
                
                $
                223,735Accrued
                    expenses
                
                
                524,810Deferred
                    revenue
                
                
                87,712Deferred
                    rent
                
                
                124,153Total
                    Current Liabilities
                
                
                960,410**Commitments
                    and contingencies****Stockholders'
                    equity**Common
                    Stock, $0.001 par value, 100,000,000 shares authorized31,795,415
                    shares outstanding (unaudited)
                
                $
                31,795Additional
                    paid-in capital
                
                
                5,197,053Deferred
                    compensation
                
                
                -Deficit
                    accumulated in the development stage
                
                
                (4,003,014
                )Total
                    stockholders' equity
                
                
                1,225,834**Total
                    liabilities and stockholders' equity**
                
                $
                2,186,244
 
 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,
                              2005 and 2004
                              (unaudited) and****For
                              the Period from January 16, 2003 (inception) to September
                              30, 2005
                              (unaudited)**
  For
                              the period
                            from
                              January
                            16,
                              2003For
                              the Three
                          
                          For
                              the Three
                          
                          For
                              the Nine
                          
                          For
                              the Nine
                          
                          (Inception)Months
                              Ended
                          
                          Months
                              Ended
                          
                          Months
                              Ended
                          
                          Months
                              Ended
                          
                          through9/30/2005
                          
                          9/30/2004
                          
                          9/30/2005
                          
                          9/30/2004
                          
                          9/30/2005**Revenue**-
                              Clinics
                          
                          $
                          175,081
                          
                          $
                          217,443
                          
                          $
                          422,511
                          
                          $
                          626,130
                          
                          $
                          1,086,712-
                              Seminars and conferences
                          
                          
                          187,975
                          
                          
                          279,250
                          
                          
                          187,975
                          
                          
                          279,250
                          
                          
                          467,225-
                              Research, studies and trials
                          
                          
                          -
                          
                          
                          -
                          
                          
                          -
                          
                          
                          -
                          
                          
                          247,186-
                              Radio advertising
                          
                          
                          -
                          
                          
                          -
                          
                          
                          50,000
                          
                          
                          -
                          
                          
                          50,000-
                              Publishing
                          
                          
                          638
                          
                          
                          -
                          
                          
                          638
                          
                          
                          -
                          
                          
                          638-
                              Royalty
                          
                          
                          13,145
                          
                          
                          -
                          
                          
                          13,145
                          
                          
                          -
                          
                          
                          13,145Total
                              Revenue
                          
                          
                          376,839
                          
                          
                          496,693
                          
                          
                          674,269
                          
                          
                          905,380
                          
                          
                          1,864,906**Cost
                              of Services:**Clinics
                          
                          
                          225,373
                          
                          
                          202,407
                          
                          
                          440,752
                          
                          
                          638,106
                          
                          
                          1,223,817Seminars
                              and conferences
                          
                          
                          171,009
                          
                          
                          250,140
                          
                          
                          171,009
                          
                          
                          250,140
                          
                          
                          420,204Research,
                              studies and trials
                          
                          
                          -
                          
                          
                          -
                          
                          
                          1,725
                          
                          
                          63,000
                          
                          
                          245,739Total
                              Cost of Services
                          
                          
                          396,382
                          
                          
                          452,547
                          
                          
                          613,486
                          
                          
                          951,246
                          
                          
                          1,889,760**Gross
                              Profit / (Loss)**
                          
                          
                          (19,543
                          )
                          
                          44,146
                          
                          
                          60,783
                          
                          
                          (45,866
                          )
                          
                          (24,854
                          )**Selling,
                              general &**
                            **administrative
                              expenses**
                          
                          
                          561,819
                          
                          
                          445,624
                          
                          
                          1,820,153
                          
                          
                          1,474,828
                          
                          
                          3,978,161**Loss
                              from operations**
                          
                          
                          (581,362
                          )
                          
                          (401,478
                          )
                          
                          (1,759,370
                          )
                          
                          (1,520,694
                          )
                          
                          (4,003,015
                          )**Net
                              loss**
                          
                          $
                          (581,362
                          )
                          $
                          (401,478
                          )
                          $
                          (1,759,370
                          )
                          $
                          (1,520,694
                          )
                          $
                          (4,003,015
                          )**Basic
                              and diluted loss**
                            **per
                              share**
                          
                          $
                          (0.02
                          )
                          $
                          (0.02
                          )
                          $
                          (0.07
                          )
                          $
                          (0.11
                          )**Weighted-average****shares
                              outstanding**
                          
                          
                          31,795,415
                          
                          
                          16,256,694
                          
                          
                          23,700,114
                          
                          
                          13,660,965
 
 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, 2005 and 2004
                    (unaudited)****and
                    the Period from January 16, 2003 (inception) to September 30,
                    2005
                    (unaudited)**
  For
                    thePeriod
                    fromFor
                    the Nine
                
                For
                    the Nine
                
                January
                    16, 2003Months
                    Ended
                
                Months
                    Ended
                
                (inception)
                    toSeptember
                    30, 2005
                
                September
                    30, 2004
                
                September
                    30, 2005**Cash
                    flows from Operating Activities:**Net
                    Income (Loss)
                
                $
                (1,759,370
                )
                $
                (1,520,694
                )
                $
                (4,003,015
                )Adjustments
                    to Reconcile Net Income (Loss) to Net Cash Used in Operating
                    Activities:Depreciation
                    and Amortization
                
                
                98,926
                
                
                77,705
                
                
                209,060Issuance
                    of Shares for Compensation
                
                
                95,000
                
                
                15,000
                
                
                120,000(Increase)
                    Decrease inAccounts
                    Receivable
                
                
                (980
                )
                
                (18,496
                )
                
                (4,080
                )Deposits
                
                
                (15,000
                )
                
                -
                
                
                (15,000
                )Prepaid
                    Expenses and Other Current Assets
                
                
                (142,145
                )
                
                (37,367
                )
                
                (154,645
                )Inventory
                
                
                (707
                )
                
                -
                
                
                (8,354
                )Increase
                    (Decrease) inBook
                    Overdraft
                
                
                -
                
                
                (6,932
                )Accounts
                    Payable and Accrued Expenses
                
                
                43,514
                
                
                11,495
                
                
                210,630Deferred
                    Revenue
                
                
                127
                
                
                67,585
                
                
                88,339Accrued
                    Payroll
                
                
                (3,469
                )
                
                51,380
                
                
                37,955Deferred
                    Rent
                
                
                57,221
                
                
                20,079
                
                
                124,531Net
                    Cash used in Operating Activities
                
                
                (1,626,883
                )
                
                (1,340,245
                )
                
                (3,394,577
                )**Cash
                    Flows from Investing Activities:**Purchase
                    of Property and Equipment
                
                
                (43,791
                )
                
                (577,990
                )
                
                (763,143
                )Net
                    Cash used in Investing Activities
                
                
                (43,791
                )
                
                (577,990
                )
                
                (763,143
                )**Cash
                    Flows from Financing Activitites:**Proceeds
                    from Issuance of Common Stock
                
                
                2,878,321
                
                
                2,205,000
                
                
                5,607,802Net
                    Cash provided by Financing Activities
                
                
                2,878,321
                
                
                2,205,000
                
                
                5,607,802Net
                    Increase/(Decrease) in Cash and Cash Equivalents
                
                
                1,207,647
                
                
                286,765
                
                
                1,450,082**Cash
                    and Cash Equivalents, Beginning of Period**
                
                
                242,435
                
                
                -
                
                
                -**Cash
                    and Cash Equivalents, End of Period**
                
                $
                1,450,082
                
                $
                286,765
                
                $
                1,450,082
 
 3
 **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, 2005 and the year ended December 31, 2004, $95,000
        (unaudited) and $25,000 was amortized to compensation expense,
        respectively.
 
 
 The
        accompanying notes are an integral part of these financial
        statements.
 
 
  4
   **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 
 
 **NOTE
        1 - ORGANIZATION AND LINE OF BUSINESS**
 
 Berman
        Center, Inc. (the “Company”) (a development stage company), headquartered in
        Chicago, Illinois, provides an array of female health management products
        and
        services marketed through a diversified media platform through its wholly
        owned
        subsidiary, Berman Health and Media, Inc. (“BHM”). The face of the Company is
        Dr. Laura Berman, the world-renowned sex therapist and relationship guru.
        Berman
        Center is leveraging Dr. Berman’s credentials and celebrity status by creating a
        portfolio of branded related products and services that are marketed through
        a
        diversified media platform.
 
 **NOTE
        2 - THE MERGER**
 
 On
        June
        16, 2005, LBC MergerSub, Inc., a Nevada corporation and wholly owned subsidiary
        of the Company, merged with and into BHM pursuant to an Agreement and Plan
        of
        Merger dated as of June 3, 2005. Pursuant to the merger (the “Merger”), BHM
        became a wholly owned subsidiary of the Company and the issued and outstanding
        shares of common stock of BHM were converted into an aggregate of 19,730,504
        shares of common stock of the Company. After the Merger, the former BHM
        stockholders owned approximately 87% of the Company’s issued and outstanding
        Common Stock, with the Company’s existing stockholders continuing to own the
        remaining 13% of the Company’s issued and outstanding common stock after the
        Merger. Following the Merger, the business conducted by the Company is the
        business conducted by BHM prior to the Merger.
  As
        a
        result of the Merger, the 400,000 issued and outstanding warrants and 204,578
        issued and outstanding stock options of BHM became exercisable to purchase
        614,400 shares and 314,230 shares of the Company’s Common Stock, respectively,
        at an exercise price of $0.315 per share and $1.00 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.
 
 The
        following table sets forth (1) the revenue, cost of services, selling, general
        and administrative expenses, and net losses of BHM for the year ended December
        31, 2004, for the period from January 16, 2003 (inception) to December
        31,
        2003 and for the period from January 16, 2003 (inception) to December 31,
        2004, (2) the operating expenses and net losses of the Company for the years
        ended March 31, 2005 and 2004, and (3) the consolidated pro-forma
        information for BHM and the Company for the year ended December 31, 2004,
        for
        the period from January 16, 2003 (inception) to December 31, 2003
        and for
        the period from January 16, 2003 (inception) to December 31, 2004
        assuming
        that the Merger was completed on January 16, 2003.
 
 Year
        Ended December 31, 2004
 BHM
              
              The
                  Company
              
              Adjustments
              
              Pro-Forma
                as
                  AdjustedRevenue
              
              $
              1,115,637
              
              $
              -
              
              $
              -
              
              $
              1,115,637Cost
                  of services
              
              
              1,165,431
              
              
              -
              
              
              -
              
              
              1,165,431Selling,
                  general and
                Administrative
                  expenses
              
              
              1,870,035
              
              
              155,490
              
              
              -
              
              
              2,025,525Net
                  Loss
              
              $
              (1,919,829
              )
              $
              (155,490
              )
              $
              -
              
              $
              (2,075,319
              )
 
 5
 Period
        from January 16, 2003 (inception) to December 31, 2003
 
 BHM
              
              The
                  Company
              
              Adjustments
              
              Pro-Forma
                as
                  AdjustedRevenue
              
              $
              75,000
              
              $
              -
              
              $
              -
              
              $
              75,000Cost
                  of services
              
              
              110,843
              
              
              -
              
              
              -
              
              
              110,843Selling,
                  general and
                Administrative
                  expenses
              
              
              287,973
              
              
              -
              
              
              -
              
              
              287,973Net
                  Loss
              
              $
              (323,816
              )
              $
              -
              
              $
              -
              
              $
              (323,816
              )
 
 Period
        from January 16, 2003 (inception) to December 31, 2004
 
 BHM
              
              The
                  Company
              
              Adjustments
              
              Pro-Forma
                as
                  AdjustedRevenue
              
              $
              1,190,637
              
              $
              -
              
              $
              -
              
              $
              1,190,637Cost
                  of services
              
              
              1,276,274
              
              
              -
              
              
              -
              
              
              1,276,274Selling,
                  general and
                Administrative
                  expenses
              
              
              2,158,008
              
              
              155,490
              
              
              -
              
              
              2,313,498Net
                  Loss
              
              $
              (2,243,645
              )
              $
              (155,490
              )
              $
              -
              
              $
              (2,399,135
              )
 
 
 The
        financial statements for the Company for the years ended March 31, 2005 and
        2004
        were audited by other auditors in accordance with the standards of the Public
        Company Accounting Oversight Board (United States), and their report on them,
        dated June 10, 2005, was unqualified. However, their report contained an
        explanatory paragraph that expressed substantial doubt about the Company's
        ability to continue as a going concern.
 
 BHM
        was
        formed on January 16, 2003 and operated as a privately held Delaware limited
        liability company under the name Berman Center LLC until June 2, 2005, when
        it
        reorganized into corporate form under the name The Berman Center, Inc., in
        accordance with the provisions of the Delaware Limited Liability Company
        Act. On
        June 20, 2005, the Company changed the name of The Berman Center, Inc. to
        Berman
        Health and Media, Inc.
 
 **NOTE
        3 - GOING CONCERN**
 
 The
        accompanying financial statements have been prepared in conformity with
        accounting principles generally accepted in the United States of America,
        which
        contemplate continuation of the Company as a going concern. During the nine
        months ended September 30, 2005, the Company incurred a net loss of $1,759,370
        and had negative cash flows from operations of $1,626,884. In addition, the
        Company had an accumulated deficit of $4,003,014 at September 30, 2005. 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, 2005 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.
  6
  
 **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.
 
 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 CPE seminars for clinicians is recognized once the
        seminar has been conducted. Costs for these revenues constitute primarily
        of
        hotel charges for the rooms and audio visual equipment as well as payments
        of
        honorariums to speakers at the seminar. Costs for these revenues are also
        recognized once the seminar has been conducted. Revenue related to the
        publishing of books is recognized when the book is released by the publisher.
        Costs for these revenues 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
        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.
 
 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.
 
 7
 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 are representative of their fair values.
 
 Stock-Based
        Compensation
 SFAS
        No.
        123, "Accounting for Stock-Based Compensation," as amended by SFAS No. 148,
        “Accounting for Stock-Based Compensation-Transition and Disclosure,” defines a
        fair value based method of accounting for stock-based compensation. However,
        SFAS No. 123 allows an entity to continue to measure compensation cost related
        to stock and stock options issued to employees using the intrinsic method
        of
        accounting prescribed by Accounting Principles Board ("APB") Opinion No.
        25,
        "Accounting for Stock Issued to Employees." Entities electing to remain with
        the
        accounting method of APB Opinion No. 25 must make pro forma disclosures of
        net
        income and earnings per share as if the fair value method of accounting defined
        in SFAS No. 123 had been applied. The Company has elected to account for
        its
        stock-based compensation to employees under APB Opinion No. 25 using the
        intrinsic value method.
 
 The
        Company has adopted only the disclosure provisions of SFAS No. 123. Accordingly,
        no compensation cost other than that required to be recognized by APB 25
        for the
        difference between the fair value of the Company's common stock at the grant
        date and the exercise price of the options has been recognized. Had compensation
        cost for the Company's stock option plan been determined based on the fair
        value
        at the grant date for awards consistent with the provisions of SFAS No. 123,
        the
        Company's net loss and basic and diluted loss per share for the three and
        nine
        months ended September 30, 2005 and 2004, would have been increased to the
        pro
        forma amounts indicated below:
 
 For
                  the Nine Months Ended
                September
                  30,
              
              For
                  the Three Months Ended
                September
                  30,2005
              
              
              2004
              
              
              2005
              
              
              2004Net
                  lossAs
                  reported
              
              $
              (1,759,370
              )
              $
              (1,520,694
              )
              $
              (581,362
              )
              $
              (401,478
              )Deduct
                  total stock based
                employee
                  compensation
                expense
                  determined
                Under
                  fair value method
                for
                  all awards, net of tax
              
              
              (9,460
              )
              
              --
              
              
              --
              
              
              --**Pro
                  forma**
              
              $
              (1,768,830
              )
              $
              (1,520,694
              )
              $
              (581,362
              )
              $
              (401,478
              )
 
 
 Loss
                  per common shareBasic
                  and diluted - as reported
              
              $
              (0.07
              )
              $
              (0.11
              )
              $
              (0.02
              )
              $
              (0.02
              )Basic
                  and diluted - pro forma
              
              $
              (0.07
              )
              $
              (0.11
              )
              $
              (0.02
              )
              $
              (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.
 
 8
 At
        September 30, 2005 and 2004, the following common equivalent shares were
        excluded from the computation of loss per share since their effect is
        anti-dilutive.
 
 Loss
        Per Share
 
 For
                  the Nine Months EndedSeptember
                  30,
              
              For
                  the Three Months Ended
                September
                  30,2005
              
              2004
              
              2005
              
              2004(unaudited)
              
              (unaudited)Options
              
              
              314,230
              
              
              314,230
              
              
              314,230
              
              
              314,230Warrants
              
              
              10,591,085
              
              
              --
              
              
              10,591,085
              
              
              --
 
 Income
        Taxes
 The
        Company is taxed under sections of the federal and California income tax
        laws
        which provide that, in lieu of corporation income taxes, the members separately
        account for their pro rata share of the Company's items of income, deductions,
        losses, and credits. The provision for state income taxes represents the
        statutory California franchise taxes applicable to limited liability
        companies.
 
 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”. SFAS No.
        151 amends the accounting for abnormal amounts of idle facility expense,
        freight, handling costs, and wasted material (spoilage) under the guidance
        in
        ARB No. 43, Chapter 4, “Inventory Pricing”. Paragraph 5 of ARB No. 43, Chapter
        4, previously stated that “. . . under some circumstances, items such as idle
        facility expense, excessive spoilage, double freight, and re-handling costs
        may
        be so abnormal as to require treatment as current period charges. . . .” This
        Statement requires that those items be recognized as current-period charges
        regardless of whether they meet the criterion of "so abnormal." In addition,
        this Statement requires that allocation of fixed production 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. Management does not expect adoption
        of SFAS No. 151 to have a material impact on the Company’s financial
        statements.
 
 In
        December 2004, the FASB issued SFAS No. 152, “Accounting for Real Estate
        Time-Sharing Transactions”. The
        FASB
        issued this Statement as a result of the guidance provided in AICPA Statement
        of
        Position (SOP) 04-2, “Accounting for Real Estate Time-Sharing Transactions". SOP
        04-2 applies to all real estate time-sharing transactions.
 
 Among
        other items, the SOP provides guidance on the recording of credit losses
        and the
        treatment of selling costs, but does not change the revenue recognition guidance
        in SFAS No. 66, ”Accounting for Sales of Real Estate”, for real estate
        time-sharing transactions. SFAS No. 152 amends Statement No. 66 to reference
        the
        guidance provided in SOP 04-2. SFAS No. 152 also amends SFAS No. 67, “Accounting
        for Costs and Initial Rental Operations of Real Estate Projects”, to state that
        SOP 04-2 provides the relevant guidance on accounting for incidental operations
        and costs related to the sale of real estate time-sharing transactions. SFAS
        No.
        152 is effective for years beginning after June 15, 2005, with restatements
        of
        previously issued financial statements prohibited. This statement is not
        applicable to the Company.
 
 9
 In
        December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets,”
        an amendment to Opinion No. 29, “Accounting for Nonmonetary Transactions”.
        Statement No. 153 eliminates certain differences in the guidance in Opinion
        No.
        29 as compared to the guidance contained in standards issued by the
        International Accounting Standards Board. The amendment to Opinion No. 29
        eliminates the fair value exception for nonmonetary exchanges of similar
        productive assets and replaces it with a general exception for exchanges
        of
        nonmonetary assets that do not have commercial substance. Such an exchange
        has
        commercial substance if the future cash flows of the entity are expected
        to
        change significantly as a result of the exchange. SFAS No. 153 is effective
        for
        nonmonetary asset exchanges occurring in periods beginning after June 15,
        2005.
        Earlier application is permitted for nonmonetary asset exchanges occurring
        in
        periods beginning after December 16, 2004. Management does not expect adoption
        of SFAS No. 153 to have a material impact on the Company’s financial
        statements.
 
 In
        December 2004, the FASB issued SFAS No. 123(R),“Share-Based Payment”. SFAS
        123(R) amends SFAS No. 123, “Accounting for Stock-Based Compensation”, and APB
        Opinion 25, “Accounting for Stock Issued to Employees.” SFAS No.123(R) requires
        that the cost of share-based payment transactions (including those with
        employees and non-employees) be recognized in the financial statements. SFAS
        No.
        123(R) applies to all share-based payment transactions in which an entity
        acquires goods or services by issuing (or offering to issue) its shares,
        share
        options, or other equity instruments (except for those held by an ESOP) or
        by
        incurring liabilities (1) in amounts based (even in part) on the price of
        the
        entity’s shares or other equity instruments, or (2) that require (or may
        require) settlement by the issuance of an entity’s shares or other equity
        instruments. This statement is effective (1) for public companies qualifying
        as
        SEC small business issuers, as of the first interim period or fiscal year
        beginning after December 15, 2005, or (2) for all other public companies,
        as of
        the first interim period or fiscal year beginning after June 15, 2005, or
        (3)
        for all nonpublic entities, as of the first fiscal year beginning after December
        15, 2005. Management is currently assessing the effect of SFAS No. 123(R)
        on the
        Company’s financial statements.
 
 In
        March
        2005, the FASB issued FASB Interpretation (“FIN”) No. 47, “Accounting for
        Conditional Asset Retirement Obligations”. FIN No. 47
        clarifies that the term conditional asset retirement obligation
        as
        used in FASB Statement No. 143, “Accounting for Asset Retirement Obligations,”
        refers to a legal obligation to perform an asset retirement activity
        in
        which the timing and (or) method of settlement are conditional on a future
        event
        that may or may not be within the control of the entity.  The obligation
        to
        perform the asset retirement activity is unconditional even though uncertainty
        exists about the timing and (or) method of settlement.  Uncertainty
        about
        the timing and/or method of settlement of a conditional asset retirement
        obligation should be factored into the measurement of the liability when
        sufficient information exists.  This interpretation also
        clarifies when an entity would have sufficient information to reasonably
        estimate the fair value of an asset retirement obligation. Fin No. 47 is
        effective no later than the end of fiscal years ending after December 15,
        2005
        (December 31, 2005 for calendar-year companies). Retrospective application
        of
        interim financial information is permitted but is not required. Management
        does
        not expect adoption of FIN No. 47 to have a material impact on the Company’s
        financial statements.
 
 In
        May
        2005, the FASB issued Statement of Accounting Standards (SFAS) No. 154,
“Accounting Changes and Error Corrections” an amendment to Accounting Principles
        Bulletin (APB) Opinion No. 20, “Accounting Changes”, and SFAS No. 3, “Reporting
        Accounting Changes in Interim Financial Statements” though SFAS No. 154 carries
        forward the guidance in APB No. 20 and SFAS No. 3 with respect to accounting
        for
        changes in estimates, changes in reporting entity, and the correction of
        errors.
        SFAS No. 154 establishes new standards on accounting for changes in accounting
        principles, whereby all such changes must be accounted for by retrospective
        application to the financial statements of prior periods unless it is
        impracticable to do so.  SFAS No. 154 is effective for accounting
        changes
        and error corrections made in fiscal years beginning after December 15, 2005,
        with early adoption permitted for changes and corrections made in years
        beginning after May 2005.
 
 10
 **NOTE
        5 - PROPERTY AND EQUIPMENT**
 
 Property
        and equipment at September 30, 2005 consisted of the following:
 
 September
                  30,
                2005(unaudited)Equipment
              
              
              318,768Furniture
                and fixtures
              
              
              190,587Leasehold
                improvements
              
              
              253,786763,142Less
                  accumulated depreciation
                and
                    amortization
              
              
              209,059**Total**
              
              **$**
              **554,083**
 
 Depreciation
        and amortization expense for the nine months ended September 30, 2005 and
        2004
        was $98,926 (unaudited) and $77,705 (unaudited), respectively.
 
 **NOTE
        6 - COMMITMENTS AND CONTINGENCIES**
 
 Employment
        Agreements
 
 On
        June
        16, 2005, the Company and Dr. Laura Berman entered into a three-year employment
        agreement. Pursuant to such agreement, Dr. Berman will receive an annual
        salary
        of $200,000, provided that under certain circumstances the Board of Directors
        may increase her salary. In addition, Dr. Berman has also agreed to contribute
        to the Company all income, revenue and other compensation received by Dr.
        Berman
        in connection with activities related to the business operations of the Company
        during her employment, including, without limitation, all revenue from media
        sources, talent agreements with television production companies or other
        media
        sources and authorship royalties. These items are the sole property of the
        Company and may not be removed from the Company without approval of at least
        a
        majority in interest of the Company’s stockholders and adequate compensation to
        the Company. The contribution of income and revenues describe above, however,
        does not include income, revenue and other compensation derived by Dr. Berman
        from honorarium fees and speaking engagements.
 
 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. The Company did not receive any material revenue of this type in
        the
        periods presented. Contributions will be recorded as revenue or expense as
        appropriate.
  11
  
 **NOTE
        7 - STOCKHOLDERS' EQUITY**
 
 Common
        Stock
 
 During
        the nine months ended September 30, 2005, the Company completed the following
        transactions:
 
 ·
              Issued
                  1,653,147 shares for a cash total of $236,742 to third party
                  investors.
  ·
              Issued
                  497,531 shares of common stock to several members of the board
                  of
                  directors as compensation for services earned. Compensation expense
                  recognized in the six months ended June 30, 2005 is $95,000. This
                  amount
                  was previously recorded as deferred compensation at December 31,
                  2004 and
                  was earned upon the completion of the reverse
                  merger.
  ·
              Issued
                  9,069,712 shares of common stock to third party investors for a
                  cash total
                  of $2,641,579 net of offering costs of $458,421. In connection
                  with the
                  issuance, the Company issued 4,534,857 Class A warrants, 4,534,857
                  Class B
                  warrants and 906,971 warrants to a placement
                  agent.
  The
        Class
        A Warrants shall be redeemable by the Company at a price of five (5) cents
        per
        warrant in the event (i) there is an effective registration statement covering
        the shares of Common Stock underlying the Class A Warrants and (ii) the closing
        market price of shares of Common Stock listed on a national securities market
        equals or exceeds 300% of the price (the “Issue Price”) of the shares of Common
        Stock issued further to the Private Placement Unit Offering for twenty of
        the
        thirty consecutive trading days immediately preceding the Company’s notice of
        redemption. The exercise price of the Class A warrants is $0.684 per warrant
        and
        will have a three year term. The fair value of each warrant has been calculated
        with the following assumptions at the grant date; dividend yield of 0%, expected
        volatility of 29%, risk free interest rate of 3.07% and an expected life
        of 3
        years.
 
 The
        Class
        B Warrants shall be redeemable by the Company at a price of five (5) cents
        per
        warrant in the event (i) there is an effective registration statement covering
        the shares of Common Stock underlying the Class B Warrants and (ii) the closing
        market price of shares of Common Stock listed on a national securities market
        equals or exceeds 400% of the Issue Price for twenty of the thirty consecutive
        trading days immediately preceding the Company’s notice of redemption. The
        exercise price of the Class B warrants is $1.025 per warrant and will have
        a
        three year term. The fair value of each warrant has been calculated with
        the
        following assumptions at the grant date; dividend yield of 0%, expected
        volatility of 29%, risk free interest rate of 3.07% and an expected life
        of 3
        years.
  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.
  12
  **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"
        and
        elsewhere 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
        multimedia enterprise specializing in women's health, active across the domains
        of radio, television, and print media, including books, magazines and
        newspapers. Dr. Laura Berman, our President, is a premier name in women's
        sexual
        health, a leading researcher in the field and has created a multi-faceted
        platform for reaching out to consumers in a variety of settings, including
        the
        entertainment medium, product sales, medical and therapeutic services and
        online
        subscription services. Dr. Berman, who is not a physician, earned her Master's
        in Clinical Social Work and Doctorate in Health Education and Therapy
        (specializing in human sexuality) at New York University.
  Our
        principal source of revenue is from the clinical services that we provide
        out of
        our downtown Chicago clinic, comprising approximately 10,000 square feet.
        We
        also operate a full-scale hormonal management clinic, counseling center and
        sexual function testing center, in addition to generating revenue from a
        continuing medical education course that we hold at various locations. We
        have
        recently entered into the television production business and we, in conjunction
        with the Gantz Brothers' View Film Productions, produced a pilot financed
        by
        ShowTime Networks, Inc. We also receive revenue from books authored by Dr.
        Berman, who has co-author two published books--For Women Only (published
        by
        Henry Holtz) and Secrets of the Sexually Satisfied Woman (published by Hyperion)
        and her next book, entitled The Passion Prescription, is scheduled to be
        released by Hyperion in January 2006.
 
 **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.
 
 13
 **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 CPE seminars for clinicians is recognized once the
        seminar has been conducted. Costs for these revenues constitute primarily
        of
        hotel charges for the rooms and audio visual equipment as well as payments
        of
        honorariums to speakers at the seminar. Costs for these revenues are also
        recognized once the seminar has been conducted. Revenue related to the
        publishing of books is recognized when the book is released by the publisher.
        Costs for these revenues 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.
 
 From
        time
        to time, we and our executives may be compensated for performing certain
        media
        appearances. We recognize this income 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
        US 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, 2005 to September 30,
        2004**
 
 *Revenue*
 **Three
                  Months Ended September 30,****2005**
              
              
              **2004**Patient
                  revenue
              
              $
              175,081
              
              $
              217,443Seminar/Conference
                  revenue
              
              
              187,975
              
              
              279,250Royalty
                  revenue
              
              
              13,145
              
              
              --Publishing
                  revenue
              
              
              638
              
              
              --**Total
                  Revenue**
              
              **$**
              **376,839**
              
              **$**
              **496,693**
 
 Revenue
        from clinic operations for the third quarter 2005 decreased by $42,362 from
        the
        third quarter of 2004, from $217,443 to $175,081. The decrease is primarily
        due
        to the difficulties management has had in adding a meaningful increase to
        the
        patient flow at the clinic. Management has implemented two price decreases
        for
        our services at the clinic since September 30, 2004 which has also contributed
        to the decrease. The clinic lowered its pricing structure on October 27,
        2004
        and on September 8, 2005.
  14
 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. Conference revenue for the third quarter 2005
        decreased by $91,275 from the third quarter of 2004, from $279,250 to $187,975.
        Over 600 registrants attended the September 2004 conference while the September
        2005 conference had over 300 registrants attending. We increased the
        registration fee for the conference in September 2005, which may have
        contributed to the lower attendance of the conference in September 2005.
        We
        reported royalty revenue for the first time in the third quarter of 2005
        of
        $13,145. There was no such revenue during third quarter of 2004. The royalty
        revenue is derived from arrangements with the manufacturer and distributor
        for
        our line of products for which royalties are based on a percentage of products
        sold. Total revenue for the third quarter of 2005 declined by $119,854 compared
        to the third quarter of 2004.
  *Expenses*
 
 *Cost
        of Goods Sold*
 
 **Three
                  Months Ended September 30,****2005**
              
              **2004**Cost
                  of services:
              
              $
              396,382
              
              $
              452,547**Gross
                  Margin**
              
              **$**
              **(19,543**
              **)**
              **$**
              **44,146****Gross
                  Margin %**
              
              
              **-5.2**
              **%**
              
              **8.9**
              **%**
 
 Cost
        of
        goods sold was higher in the third quarter of 2004 at $452,547 than in the
        same
        period in 2005 at $396,382 by the amount of $56,165. This is due mainly to
        higher staffing levels in the third quarter of 2004, the year of the clinic
        opening, than during the third quarter of 2005. Staff reductions and salary
        cuts
        were put into place in the latter part of 2004. Management implemented these
        reductions in an effort to move toward profitability. Staff reductions included
        one doctor, one physical therapist and one couples therapist. The decrease
        in
        cost of goods sold from third quarter of 2004 to third quarter of 2005 would
        have been greater due to the staff reductions that occurred during 2004,
        however, management began increasing staff levels again during the third
        quarter
        of 2005. The increase was in anticipation of greater patient flow as the
        result
        of a newly launched advertising campaign. In third quarter of 2004, cost
        of
        services consisted of $192,997 in payroll, payroll taxes, benefits and outside
        contractor costs, outside lab fees of $9,410 and conference expenses of
        $250,140. In third quarter of 2005, cost of services consisted of $200,234
        in
        payroll, payroll taxes, benefits and outside contractor costs, outside lab
        fees
        of $25,139 and conference expenses of $171,009.
 
 *Selling,
        General and Administrative Expenses*
 
 **Three
                  Months Ended September 30,****2005**
              
              
              **2004**Selling,
                  General &Administrative
                  Expenses
              
              $
              561,819
              
              $
              445,624S,G&A
                  (as a % of revenue)
              
              
              149.1
              %
              
              89.7
              %
 
 Selling,
        general and administrative expenses were higher in the third quarter of 2005
        at
        $561,819 than in the same period in 2004, $445,624 by the amount of $116,195.
        The increase is primarily due to expenses incurred during the third quarter
        that
        are related to expenses related to our obligations as a public company. These
        expenses include independent auditor fees and legal fees pertaining to the
        preparation of our registration statement on Form SB-2 and subsequent amendment
        filings and expenses related to the preparation and filing of quarterly reports
        on Form 10-QSB. The expenses also include stock transfer agent fees, bank
        escrow
        fees, and various state, federal and Edgar filing fees. By comparison, there
        were no such expenses in the third quarter of 2004. In the third quarter
        of
        2004, the significant components of selling, general and administrative expenses
        consisted of the following: $119,190 in payroll, payroll taxes and benefit
        costs, $74,495 in expenses related public relations and promotions, $72,467
        in
        rent expense, $35,595 in depreciation expense, and $16,213 in costs related
        to
        systems and technology. In third quarter of 2005, the significant components
        of
        selling, general and administrative expenses consisted of: $158,375 in expenses
        related to payroll, payroll taxes and benefits, $86,645 in expenses related
        to
        public company obligations (as described above), $72,192 in public relations
        and
        promotions, $13,000 in consulting fees, $71,011 in rent expense, $38,888
        in
        depreciation expense, $17,944 in commercial insurance expense and $9,167
        in
        costs related to systems and technology.
 
 15
 *Net
        Loss*
 
 **Three
                  Months Ended September 30,****2005**
              
              **2004**Net
                  Profit / (Loss)
              
              $
              (581,362
              )
              $
              (401,478
              )%
                  of Revenue
              
              
              -154.3
              %
              
              -80.8
              %
 
 Net
        loss
        increased from ($401,478) in the third quarter of 2004 to ($581,362) for
        the
        same period in 2005. The change is primarily due to expenses related to the
        filing obligations of being a public company incurred during the third quarter.
        These expenses include: independent auditor fees and legal fees pertaining
        to
        the preparation of our registration statement on Form SB-2 and subsequent
        amendment filings and expenses related to the preparation and filing of
        quarterly reports on Form 10-QSB. The expenses also include stock transfer
        agent
        fees, bank escrow fees, and federal, state and Edgar filing fees. By comparison
        there were no such expenses in the third quarter of 2004. In the third quarter
        of 2004, cost of services amounted to $452,547 resulting in a gross margin
        of
        $44,146. Selling, administrative and general expenses totaled $445,624, which
        resulted in a net loss for the third quarter of ($401,478).
 
 In
        third
        quarter 2005, cost of services amounted to $396,382 resulting in a negative
        gross margin of ($19,543). Selling, administrative and general expenses totaled
        $561,819, which resulted in a net loss for the second quarter of
        ($581,362).
 
 **Comparison
        of the Nine Months ended September 30, 2005 to September 30,
        2004**
 
 *Revenue*
 
 **Nine
                  Months Ended September 30,****2005**
              
              
              **2004**Patient
                  revenue
              
              $
              422,511
              
              $
              566,130Seminar/Conference
                  revenue
              
              
              187,975
              
              
              279,250Radio
                  advertising revenue
              
              
              50,000
              
              
              -Royalty
                  revenue
              
              
              13,145
              
              
              -Publishing
                  revenue
              
              
              638
              
              
              -Grant
                  / Research
              
              
              -
              
              
              60,000**Total
                  Revenue**
              
              **$**
              **674,269**
              
              **$**
              **905,380**
 
 Revenue
        from clinic operations for the first nine months of 2005 decreased by $143,619
        as compared to the first nine months of 2004, from $566,130 to $422,511.
        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 services at the clinic since the opening of
        the
        clinic, which has also contributed to the decrease. The clinic lowered its
        pricing structure on July 7, 2004, on October 27, 2004 and again on September
        8,
        2005. 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. The first nine months of 2005
        revenue also included $187,975 in seminar or conference revenue, $50,000
        in
        radio advertising revenue, $13,145 of royalty revenue and $638 in publishing
        revenue bringing the total revenue for the first nine months of 2005 to
        $674,269. Conference revenue for the first nine months of 2005 decreased
        by
        $91,275 as compared to the same period for 2004, from $279,250 to $187,975.
        Over
        600 registrants attended the September 2004 conference while the September
        2005
        conference had over 300 registrants attend. We increased the registration
        fee
        for the conference in September 2005, which may have contributed to the lower
        attendance of the conference in September 2005. This is the first time we
        have
        reported royalty revenue. The 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. By comparison, there was no royalty
        revenue or radio advertising revenue in the first nine months of 2004, however,
        the period included conference revenue of $279,250 and grant research revenue
        of
        $60,000 bringing total revenue for the first nine months of 2004 to $905,380.
        As
        a result, total revenue in the first nine months of 2005 decrease by $231,111
        from the year-earlier period.
 
 16
 *Expenses*
 
 *Cost
        of Goods Sold*
 
 **Nine
                  Months Ended September 30,****2005**
              
              **2004**Cost
                  of services:
              
              $
              613,486
              
              $
              951,246**Gross
                  Margin**
              
              **$**
              **60,783**
              
              **$**
              **(45,866**
              **)****Gross
                  Margin %**
              
              
              **9.0**
              **%**
              
              **-5.1**
              **%**
 
 
 Cost
        of
        goods sold was higher in the first nine months of 2004 at $951,251 than in
        the
        same period in 2005, $613,486 by the amount of $337,760. This is due mainly
        to
        higher staffing levels at the opening of the clinic and the first nine months
        of
        2004 than during the first nine months of 2005. Staff reductions and salary
        cuts
        had been put in place by the latter part of 2004 that were still in place
        during
        2005. Management implemented these reductions in an effort to move toward
        profitability. Staff reductions included one doctor, one physical therapist
        and
        one couples therapist. The decreased in cost of goods sold from September
        30,
        2004 year-to-date to September 30, 2005 year-to-date would have been greater
        due
        to the staff reductions that occurred during 2004, however, management began
        increasing staff levels again during the third quarter of 2005. This was
        in
        anticipation of greater patient flow as the result of a newly launched
        advertising campaign. In first nine months of 2004, cost of services consisted
        of $618,458 in payroll, payroll taxes, benefits and outside contractor costs,
        outside lab costs of $19,648, conference expenses of $250,140 and research
        expense of $63,000. In first nine months of 2005, cost of services consisted
        of
        $403,523 in payroll, payroll taxes and benefits and outside contractor costs,
        outside lab fees of $37,229, conferences expenses of $171,009 and research
        expenses of $1,725.
 
 *Selling,
        General and Administrative Expenses*
 
 **Nine
                  Months Ended September 30,****2005**
              
              **2004**Selling,
                  General &Administrative
                  Expenses
              
              $
              1,820,153
              
              $
              1,474,828S,G&A
                  (as a % of revenue)
              
              
              269.9
              %
              
              162.9
              %
 
 17
 Selling,
        general and administrative expenses were higher in the first nine months
        of 2005
        at $1,820,153 compared to the same period in 2004, $1,474,828 by the amount
        of
        $345,325. This is mainly due to expenses related to the reverse merger and
        equity financing transaction which occurred in the second quarter of 2005,
        and
        subsequent to the second quarter expenses incurred related to the filing
        obligations of being a public company. In the first nine months of 2004,
        the
        significant components of selling, general and administrative expenses consisted
        of the following: $321,918 in payroll, payroll taxes and benefit costs, $322,451
        in expenses related public relations and promotions, $181,530 in rent expense,
        $140,259 in commercial insurance expenses, $111,691 in costs for systems
        and
        technology, $77,705 in depreciation expense, $63,892 in legal expenses and
        $25,058 in recruiting and relocation costs. In first nine months of 2005,
        the
        significant components of selling, general and administrative expenses consisted
        of $547,386 in expenses related to the reverse merger and equity financing
        transaction and expenses related to the filing obligations of being a public
        company. The expenses for the reverse merger and equity financing transaction
        consisted of the following expense categories: audit and legal fees, placement
        fees, roadshow expenses, filing fees and interest expense. The expenses incurred
        subsequent to the reverse merger and equity financing transaction that are
        related to the ongoing responsibilities of being a public company include
        the
        following: independent auditor fees and legal fees pertaining to our
        registration statement on Form SB-2 and subsequent amendment filings, the
        quarterly reports on Form 10-QSB. The expenses also include stock transfer
        agent
        fees, bank escrow fees, and various state, federal and Edgar filing fees.
        By
        comparison there was no such transaction or expenses for this in the first
        nine
        months of 2004. The remaining significant components of selling, general
        and
        administrative expenses for the first nine months of 2005 include: $409,986
        in
        expenses related to payroll, payroll taxes and benefits, $209,634 in rent
        expense, $184,982 in public relations and promotions, $98,926 in depreciation
        expense, $61,000 in consultant fees, $40,948 in legal expenses, $30,091 in
        commercial insurance expenses, $32,011 in medical and business supplies expense,
        and $25,437 in costs related to systems and technology.
 
 *Net
        Loss*
 
 **Nine
                  Months Ended September 30,****2005**
              
              
              **2004**Net
                  Profit / (Loss)
              
              $
              (1,759,370
              )
              $
              (1,520,694
              )%
                  of Revenue
              
              
              -260.9
              %
              
              -168.0
              %
 
 Net
        loss
        increased from ($1,520,694) in the first nine months of 2004 to ($1,759,370)
        for
        the same period of 2005. The change is mainly due to expenses related to
        the
        reverse merger and equity financing transaction which occurred in the second
        quarter of 2005 and the subsequent expense incurred related to the filing
        obligations of being a public company. Without these expenses, the loss for
        the
        first nine months of 2004 would be greater than the loss for the first nine
        months of 2005. The loss in the first nine months of 2004 included extra
        costs
        associated with setting up the new operation in the early 2004. In first
        nine
        months of 2004, cost of services amounted to $951,246 resulting in a negative
        gross margin of ($45,866). Selling, administrative and general expenses totaled
        $1,474,828, which resulted in a net loss for the first nine months of 2004
        of
        ($1,520,694).
 
 In
        first
        nine months of 2005, cost of services amounted to $613,486 resulting in a
        gross
        margin of $60,783. Selling, administrative and general expenses totaled
        $1,820,153 which resulted in a net loss for the first nine months of 2005
        of
        ($1,759,370).
 
 **Liquidity
        and Capital Resources**
 
 At
        September 30, 2005, we had current assets of $1,632,162 consisting of cash
        and
        cash equivalents of $1,450,082 and other current assets of $182,079. At
        September 30, 2005, we also had current liabilities of $960,410, consisting
        of
        accounts payable of $223,735 and other current liabilities of $736,675. This
        resulted in net working capital at September 30, 2005 of $671,752. During
        the
        nine months ended September 30, 2005, we used cash in operating activities
        of
        ($1,626,883). From the date of inception (January 2003) to September 30,
        2005,
        we have had a net loss of ($4,003,015) and have used cash of ($3,394,577)
        in
        operating activities.
 
 18
 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. In connection
        with our merger with Berman Health and Media, Inc., 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.
  As
        a
        result of this private placement, we currently have sufficient funds on hand
        to
        fund our operations for the next quarter. We intend to seek additional financing
        in the future to fund our operations. Failure to secure additional financing
        in
        a timely manner and on favorable terms if and when needed in the future could
        have a material adverse effect on our financial performance, results of
        operations and stock price and require us to implement cost reduction
        initiatives and curtail operations.
 
 Prior
        to
        converting into corporate form, Berman Center LLC sold in 2003, 2004 and
        2005 an
        aggregate of 3,767,390 membership interests in Berman Center LLC and received
        an
        aggregate of $2,966,223 in proceeds from such sales. These securities converted
        into 19,730,504 shares of our common stock upon consummation of the merger
        on
        June 16, 2005.
  In
        addition, prior to converting into corporate form, Berman Center LLC issued
        to
        certain investors providing $400,000 in working capital to Berman Center
        LLC,
        three and a half year warrants exercisable into 117,315 membership interests
        in
        Berman Center LLC at an exercise price of $1.074034786. These warrants converted
        into warrants exercisable into 400,000 shares of Berman Health and Media,
        Inc.’s
        common stock at an exercise price of $0.315 upon the reorganization of Berman
        Center LLC into corporate form. We agreed to assume these warrants in connection
        with the merger. Each warrant is now exercisable into 1.535999487 shares
        of our
        common stock. These warrants are currently exercisable into an aggregate
        of
        614,400 shares of our common stock.
 
 **Off-Balance
        Sheet Arrangements**
 
 We
        do not
        have any off-balance sheet arrangements.
 
 **RISK
        FACTORS**
 
 In
        addition to the other information in this Quarterly Report on Form 10-QSB,
        the
        following factors should be considered in evaluating us and our business.
        Our
        business, financial condition or results of operations could be materially
        adversely affected by these risks if any of them actually occur. Some of
        these
        factors have affected our financial condition and operating results in the
        past
        or are currently affecting us. This Quarterly Report on Form 10-QSB also
        contains forward-looking statements that involve risks and uncertainties.
        Our
        actual results could differ materially from those anticipated in these
        forward-looking statements as a result of certain factors, including the
        risks
        faced by us described below and elsewhere in this Quarterly Report on Form
        10-QSB. 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, may not be able to continue as a going
        concern, and may not ever achieve or maintain
        profitability.**
 
 19
 We
        have
        incurred significant losses since our inception on January 16, 2003. As of
        June
        30, 2005, we had an accumulated deficit of approximately $4,003,015. In
        addition, our losses for the last two years ended December 31, 2004 and 2003
        were $1,919,829 and $323,816, respectively, and our loss for the nine months
        ended September 30, 2005 was $1,759,370. In addition, we anticipate that
        our
        expenses will dramatically increase as we increase our marketing expenditures
        and expand our clinic operations, which will include the hiring of additional
        employees and rental of new office space. If our revenues grow more slowly
        than
        anticipated or if our operating expenses exceed expectations, we will continue
        to operate at a loss, may not be able to continue as a going concern and
        may not
        be able to achieve or consistently maintain profitability.
  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 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, 2004 relative to our ability to continue as a going concern.
        Our ability to obtain additional funding in year 2005 and thereafter will
        determine our ability to continue as a going concern. Our financial statements
        do not include any adjustments that might result from the outcome of this
        uncertainty.
 
 **Our
        historical financial information does not reflect our current primary business
        strategy for achieving revenue growth.**
 
 We
        began
        our current operations in the female sexual health business in January 2003,
        but
        we did not open our clinic business until February 16, 2004. Historically
        we
        have derived the substantial majority of our revenues from clinic patients.
        In
        fiscal year 2003, our clinic business was not yet opened, and 100% of our
        revenue was derived from grant revenue for research. In fiscal year 2004,
        59.6%
        of our revenue was derived from clinic patients, 25.0% from conferences and
        seminars hosted by us, and 15.4% from grant revenue for research and studies.
        We
        anticipate that media and product revenue from licensing our products and
        services that we plan to develop will constitute an increasing portion of
        our
        revenues. For example, ShowTime has decided to pick up our television series
        and
        turn it into nine episodes projected to premier in June of 2006. We are entitled
        to a 10% payment of the production budgets, which is $375,000 per episode.
        Because our media and product revenue is expected to constitute a larger
        portion
        of our revenues going forward, historical financial information should not
        be
        construed as the basis from which to judge our future operations.
 
 **We
        are dependent upon one person, Dr. Laura Berman, for achieving revenue growth.
        The loss of services of Dr. Berman would result in significant financial
        loss
        for us.**
 
 We
        are
        uniquely dependent on one individual, Dr. Laura Berman, for our reputation
        and
        branding. Dr. Berman's talents, efforts, personality and leadership have
        been,
        and continue to be critical to our success. The diminution or loss of services
        of Dr. Berman, and any negative market or industry perception arising from
        that
        diminution or loss, could have a material adverse effect on our business
        and the
        various business lines functioning at our company. We have an exclusive,
        royalty-free license from Dr. Berman with respect to her name, likeness,
        image
        and voice for use in our business. If we were to terminate Dr. Berman's
        employment without cause or if Dr. Berman were to terminate her employment
        for
        good reason, the license would cease to be exclusive. In addition, under
        this
        circumstance, Dr. Berman could compete against us and we would have to pay
        Dr.
        Berman royalties on revenues relating to her name. If Dr. Berman were to
        compete
        with us or if we were to lose our right to use this intellectual property,
        our
        business would be materially adversely affected.
 
 20
 In
        addition, our business would be adversely affected if Dr. Berman's public
        image
        or reputation were tarnished. Dr. Berman, as well as her name, her image
        and the
        intellectual property rights relating to these, are integral to our marketing
        efforts and form a significant portion of our brand name. Our success and
        the
        value of our brand depend in large part on the reputation of Dr. Berman.
        Moreover, the death of Dr. Berman would have a materially adverse effect
        on our
        ability to effectively continue our business. To provide some protection
        for us
        in such an event, we have purchased two separate key person life insurance
        policies covering Dr. Berman for an aggregate of $5,000,000 of key person
        life
        insurance coverage. However, in the event of Dr. Berman's death, the key
        person
        life insurance policy would not resolve the significant difficulties that
        we
        would encounter, and our continued financial performance and results of
        operations would suffer in such an event.
  **The
        market for clinical sexual function products and services for women is at
        an
        early stage and if market demand does not develop, we may not achieve or
        sustain
        revenue growth.**
  The
        market for clinical sexual function products and services for women is at
        an
        early stage. Our clinical staff works to improve our patient's quality of
        life,
        health and relationships. Our clinical services include talk therapy performed
        by licensed clinical social workers, medicine, as practiced by physicians
        and
        nurse practitioners, phlebotomy and serum and saliva testing services,
        nutritional counseling and yoga classes. In addition to clinical services,
        we
        also provide or intend to provide medical education courses, books, consumer
        products, DVDs, and novelties related to female sexual health. The latest
        population research indicates that significant percentage of women have sexual
        function complaints, yet the medical community generally may not be able
        to cope
        with these issues. Our market research indicates that only two other clinics
        provide both psychological services and medical treatment for female sexual
        function complaints. A potential lack of known options creates both a business
        opportunity and a risk for our company. The lack of competition is a business
        opportunity that results from being in a new market. However, the fact that
        consumers are not accustomed to consuming our services and insurance
        companies are not accustomed to reimbursing clients for such services
        may
        hamper our future growth. We cannot accurately predict the growth of the
        markets
        for these services, and if we are unable to develop demand for our products
        and
        services, we may not achieve or sustain revenue growth, which will have a
        material adverse affect on the price of our securities.
 
 Even
        if
        our products and services are ultimately adopted, widespread adoption may
        take a
        long time to occur. The timing and amount of royalties and product sales
        that we
        receive will depend on whether the products and services achieve widespread
        adoption, and, if so, how rapidly that adoption occurs. We expect to pursue
        extensive marketing efforts to promote the sale of our services and products.
        If
        our marketing efforts fail, and we are unable to increase sales of our products
        and services, our business, financial condition and results of operations
        may be
        adversely affected.
  **If
        we fail to protect and enforce our intellectual property rights or if licensors
        who license intellectual property rights to us fail to protect and enforce
        such
        licensors' intellectual property rights, our ability to license our technologies
        and to generate revenues would be impaired.**
  Our
        business depends in part on generating revenues by licensing our intellectual
        property and by selling products and services that incorporate our intellectual
        property rights. If our licensees or we fail to protect our intellectual
        property rights or our right to use our intellectual property is materially
        impaired, then our ability to generate revenues by licensing our intellectual
        property would be impaired. We have taken steps to protect our intellectual
        property rights. For example, we reserve all rights related to preliminary
        outlines and final outlines for television series. These outlines are original
        works and must be protected with proper confidentiality procedures when
        presented to different television networks to avoid having the idea or concept
        used without proper compensation. In presenting outlines for our televisions
        series, we must ensure that the intellectual property contained in the outlines
        are original and do not infringe upon any other party's intellectual property
        rights. If we infringe upon another party's intellectual property rights
        in the
        creation and production of television shows, DVD material or other media
        products, we may be subject to costly litigation and lose the ability to
        profit
        from our media products, and, as a result, our results of operation may be
        negatively impacted.
  21
 We
        have
        obtained copyrights for Dr. Berman's published books and we intend to apply
        for
        trademark for the terms "Berman Center, Treating the Whole Women" and our
        company's logo. Domain names for the online business that we intend to conduct
        in the future have been reserved and we must continue to renew the domain
        names
        on an ongoing basis. If we fail to reserve or renew domain names used in
        our
        business, we may lose valuable domain names and may not be able to conduct
        our
        online business effectively. As a result, our ability to generate revenues
        may
        be negatively affected. In addition, we review the content of our
        books and
        other media in an attempt to guard against inadvertent infringement
        upon
        any intellectual property rights not owned by Dr. Berman or us. However,
        if we
        infringe upon the material copyrighted by another party, we may become subject
        to claims of copyright infringement, which may damage our reputation and
        possibly lead to litigation or some other type of loss.
 
 **We
        might be unable to recruit or retain necessary personnel, which could slow
        the
        development and deployment of our products and services.**
 
 Our
        future success and ability to sustain our revenue growth depend upon the
        continued service of our executive officers, and other key personnel and
        upon
        hiring additional key personnel and staff for the clinic. For example,
        individuals that are qualified to work as nurse practitioners in the female
        clinical sexual function products and services industry is limited and as
        a
        result competition may be high in recruiting such personnel. In addition,
        we may
        experience difficulties in recruiting and obtaining qualified personnel in
        light
        of our past layoffs. For example, beginning in the third quarter of 2004,
        our
        staff was reduced by nine employees through layoffs and attrition. Potential
        recruits may be discouraged by the fear of future layoffs and opt not to
        consider or accept employment with our company. If we are unable to recruit
        and
        sustain necessary personnel, the development and deployment of our products
        and
        services would be hindered, and, as a result, our results of operation would
        be
        materially affected. We also are in the process of opening a new clinic in
        Naperville, a suburb of Chicago, Illinois. In connection with the new clinic
        office, we must recruit additional nurse practitioners and other employees,
        and
        if we are unable to recruit and sustain necessary personnel, the new clinic
        will
        not be able to operate effectively.
  **We
        project rapid growth and change in our business and our failure to successfully
        manage this change could harm our business.**
 
 Any
        future periods of rapid growth may place significant strains on our managerial,
        financial and other resources. For instance, we are in the process of opening
        a
        new clinical office in Naperville, and we expect to experience growth as
        a
        result of the new office. We have also increased our amount of marketing
        expenditures in an effort to grow our business. The rate of any future
        expansion, in combination with our diverse products and services, may demand
        an
        unusually high level of managerial effectiveness in anticipating, planning,
        coordinating and meeting our operational needs as well as the needs of our
        licensees.
 
 **We
        may become involved in costly and time-consuming litigation over misused
        or
        misinterpreted advice.**
 
 A
        portion
        of our media focuses on giving advice in the therapeutic and medical realms.
        In
        delivering such advice, there is risk it will be improperly followed or
        improperly blamed for damage that a listener, viewer or reader may have
        suffered, and consequently we could be subject to lawsuits on that basis.
        The
        negative publicity resulting from filing of any such lawsuit could adversely
        affect our marketing efforts. In addition, it is possible that our financial
        resources would be insufficient to satisfy the alleged claims in any lawsuit,
        and we could incur substantial expenses defending such a lawsuit. We do not
        currently carry a separate insurance policy for media liability
        coverage.
  **We
        may not carry a sufficient level of insurance to cover expenses and awards
        related to the malpractice claims and litigation, and if the claims or
        litigation relate to a period for which we carried no malpractice insurance,
        we
        would be solely responsible to pay for expenses and any award against us,
        which
        could have a negative effect on our business operations.**
 
 22
 We
        may
        not currently carry a sufficient level of insurance coverage for professional
        liability and malpractice claims, and there is a period for which we carried
        no
        malpractice insurance. From the opening of our clinic in February 2004 to
        February 12, 2005, we carried professional liability and malpractice insurance
        with limits of $1,000,000 for each occurrence and $10,000,000 in the aggregate.
        In addition, since the opening of the clinic, all of our clinicians obtained
        individual malpractice insurance coverage for themselves through their
        respective associations for which we reimbursed them. However, our malpractice
        insurance coverage expired on February 12, 2005 and we did not purchase new
        malpractice insurance coverage again until July 18, 2005, with coverage limits
        of $1,000,000 for each occurrence and $3,000,000 in the aggregate. In addition,
        our new malpractice insurance policy does not provide retroactive coverage
        for
        any claims arising out of facts occurring prior to July 18, 2005. As a result,
        although there is no gap in malpractice coverage for our individual clinicians,
        there is a period of approximately five months where we were not covered
        by
        professional liability and malpractice insurance at an entity level. If we
        become subject to claims alleging the occurrence of malpractice during the
        five-month period we were not covered with malpractice insurance, we will
        be
        solely responsible to pay any related legal fees and damages as a result
        of the
        claim, without the benefit of insurance. Also, if we become subject to the
        claims that are covered by our malpractice insurance, and the costs and damages
        exceed the limits of $3,000,000 in aggregate and $1,000,000 for each occurrence,
        we would be responsible to pay for the excess. In either situation, we would
        incur significant expenses and losses, our reputation would become damaged
        and
        our management may become distracted from the operation of our business and
        our
        results of operations may suffer.
  **We
        may become involved in costly and time-consuming litigation related to the
        hormone therapy services that we provide, and there may be a real or perceived
        link between hormone therapy and other illness, which could result in potential
        liability for us, our clinic and our practitioners and may reduce our results
        of
        operations.**
 
 We
        provide bio-identical hormone therapy, which has associated risks that expose
        us
        to litigation claims. Hormone therapy consists of a combination of one or
        more
        of the following substances: testosterone, estrogen, progesterone and DHEA.
        It
        is prescribed for relief of menopausal symptoms and sexual function complaints
        such as, hot flashes, moodiness, vaginal dryness, low libido, sleeplessness,
        and
        vaginal pain. The risks of hormone therapy are not fully known, but the recent
        cessation of the Women's Health Initiative launched by the National Institute
        of
        Health in the United States is evidence that hormone therapy has associated
        risks. The Women's Health Initiative was a study by the National Institute
        of Health to determine the effectiveness of hormone therapy. The study was
        stopped due to an increase in side effects reported by the participants,
        including an increased risk of stroke, coronary artery disease, breast cancer
        and bloodclots. Experts disagree over the efficacy of the data; however,
        the
        study was stopped to prevent further harm to the participants. We require
        a
        normal PAP smear and a normal mammogram before prescribing any hormones.
        While
        full-information and medical disclaimers are signed by all patients of our
        clinic, we may still be subject to litigation and liable for harm caused
        by our
        hormone treatment. Full information and medical disclaimers are forms that
        advise patients of the risks of various treatments they may receive at the
        clinic, including hormone therapy, and medical disclaimer are forms that
        we use
        to ask patients to disclaim any liability directed at us. The full information
        and medical disclaimers are contractual in nature and do not prevent a patient
        alleging to have been injured from our hormone therapy from filing a lawsuit
        against us. If we become the subject of litigation, it may be time-consuming
        and
        costly, and the hormone therapy portion of our clinical business may suffer
        as a
        result of bad publicity related to the filing of the lawsuit, whether successful
        or not. As a result, our results of operation would suffer. In addition,
        hormone
        therapy may have a link to other illnesses, or be perceived to have a link
        to
        other illnesses, which would generate potential liability for our clinic,
        our
        practitioners and us. As a result, the demand for our hormone treatment services
        and our reputation could suffer a material and adverse effect by any real
        or
        perceived link between the treatments and other illnesses. Moreover, we could
        be
        subject to time-consuming and costly litigation as a result of providing
        our
        hormone treatment services to patients. As a result, we could suffer significant
        expenses related to defending such litigation and our results of operations
        would suffer.
 
 **We
        may become involved in costly and time-consuming litigation over clinical
        trials
        conducted at our offices.**
 
 23
 We
        conduct clinical trials at our offices that involve experimentation on human
        subjects. In the past, we have conducted clinical trials relating to research
        on
        a genital self-image study and a study conducted on vibrators. We are not
        currently conducting any clinical trials and have no definitive arrangements
        to
        conduct clinical trials at this time. However, we expect and intend that
        we will
        be involved in clinical trials again in the future. Before we conduct our
        clinical trials, we obtain independent review board (IRB) approvals before
        any
        clinical trial testing is done. IRB refers to the review board of Essex
        Institutional Review Board Inc., an independent organization located in Lebanon,
        New Jersey. Institutional Review Board determines whether research proposals
        meet the review board's requirements for safety and ethical standards for
        conducting clinical research on human subjects. Use of a centralized IRB
        to
        review and approve all research ensures its legitimacy and provides outside
        supervision of adherence to ethical guidelines. However, despite review from
        the
        IRB, we may encounter unforeseen results and effects during and after our
        clinical trials. If participants in our clinical trials are injured or suffer
        harm during or as a result of our trials, we may become subject to costly
        and
        time-consuming litigation, although we have not been the subject to such
        claims
        in the past. If we become subject of such litigation, our results of operations
        may suffer.
  **Product
        liability claims could expose us to losses and could be time-consuming and
        costly to defend.**
 
 We
        are
        exposed to claims that our products, in particular for the Berman Center
        Intimate Accessories Collection, have flaws or other defects that have caused
        personal or other injury, although we have not experienced any product liability
        claims to date. Berman Center Intimate Accessories Collection is our new
        line of
        products that went on sale in the beginning of September 2005. The Collection
        is
        a line of 12 Kegal exercises and sexual aid devices designed by Dr. Berman
        and
        manufactured and distributed by California Exotics Novelties, LLC in Chino,
        California. Twelve more products are scheduled for release in 2006 and again
        each year for three more years. **** Pursuant
        to our agreement, California Exotics, as licensee, must maintain product
        liability insurance in an amount not less than $3,000,000; and, the insurance
        policy names our company, officers, directors, agents, and employees as insured
        parties at the sole expense of California Exotics. We do not carry insurance
        coverage for product liability claims. Although we seek to limit our exposure
        to
        product liability claims by California Exotic's liability insurance, if products
        sold by us or by our licensees cause personal injury, financial loss or other
        injury to our or our licensees' customers, the customers, or our licensees,
        may
        seek damages or other recovery from us. These claims would be time-consuming
        and
        expensive to defend, distract management and could result in substantial
        damages
        against us. If product liability claims against us are successful and exceed
        the
        insurance coverage provided by the policy purchased by California Exotics,
        or if
        coverage is denied by the insurance provider, we would be exposed to losses
        resulting from paying any uncovered claims. In addition, the assertion of
        these
        claims, even if unsuccessful, could damage our reputation or that of our
        licensees or their products, and, as a result, could damage our reputation
        and
        the market for our products and services and harm our business, financial
        condition and results of operations.
  **We
        may become involved in costly and time-consuming litigation over medical
        malpractice or violation of federal or state health care
        laws.**
 
 Because
        of its involvement in Medicare and Medicaid, the Federal Government regulates
        much of the medical field. The services offered at our clinic are not rendered
        to Medicare or Medicaid beneficiaries or are non-covered services. Our
        physicians do not bill or collect from Medicare and Medicaid for services
        rendered to our patients and should therefore not fall within the
        Medicare/Medicaid Anti-Kickback Amendments to the Social Security Act (the
        “Anti-kickback Statute”) or be subject to their penalties. However, our
        physicians are regulated by a series of federal and state laws, including
        the
        Anti-kickback Statute and the federal law commonly referred to as the “Stark
        Law”, regarding referrals of patients to entities with which the physician has
        a
        financial relationship. The Stark Law prohibits physicians from making referrals
        for a "designated health service," payable by Medicare or Medicaid, to any
        entity with which the physician has a financial relationship, unless an
        exception applies. A financial relationship means either an ownership interest
        or a compensation arrangement. The Stark Law is broadly worded and wide-ranging.
        For example, a physician's own practice or group practice may be an entity
        to
        which referrals for designated health services are restricted unless certain
        criteria are met. Penalties for violating the Stark Law include denial of
        payment for the service and civil monetary penalties. An intentional violation
        of the Stark Law may be considered a false claim and subject the physician
        to
        further criminal and civil liability under the federal False Claims Act.
        State
        laws that regulate physicians' practices may also restrict the types of
        relationships between physicians and non-physicians. A more detailed description
        of regulations set forth by the Illinois Professional Standards Board can
        be
        found below. These laws are generally intended to preserve the independent
        practice of medicine and prevent non-physicians from influencing the independent
        medical judgment of physicians in the care and treatment of
        patients.
  24
 We
        seek
        to structure our arrangements with physicians to be in compliance with the
        Stark
        Law, the Anti-kickback Statute, and similar state laws. We seek to keep current
        on developments concerning their application by various means, including
        consultation with legal counsel, when necessary. However, we are unable to
        predict how these laws will be applied in the future, and the arrangements
        into
        which we enter may become subject to scrutiny. In order to comply with the
        Stark
        Law, the Anti-kickback Statute and other federal and state health care laws,
        we
        have entered into independent contractor agreements in the past where the
        physicians providing medical services to our patients practice inside of
        our
        clinic but conduct their practice through a separate professional service
        entity. The physicians practice inside separate companies known as Limited
        Liability Companies, or LLCs, which have entered into management and lease
        agreements with us. The LLCs employ or engage the physicians that provide
        medical services to our patients. We bill our patients the charges for medical
        services provided by the LLC's physicians, if any, and the services provided
        by
        our clinicians such as intake, therapy, nutrition and yoga for their office
        visit to our clinic. We are responsible for paying the LLC for the medical
        services that were provided to our patients. We currently have one arrangement
        with a physician, Dr. Brian Locker, who provides medical services to our
        patients through a separate entity, FSM Associates, LLC. This arrangement
        is
        intended to comply with the Stark Law; Anti-kickback Statute, and other state
        laws, to the extent that they may be deemed to apply. However, if our
        arrangements are deemed to violate any of such laws, we may become subject
        to
        administrative proceedings, litigation and/or fines and penalties, which
        could
        have a material impact on our business and results of operations. Referrals
        and
        claims that violate the Stark Law are each punishable by a $15,000 civil
        money
        penalty, any claim paid as the result of an improper referral is an overpayment,
        and circumvention schemes are punishable by a $100,000 civil money penalty.
        Though we are not directly engaged in the practice of medicine, we may be
        named
        in any potential malpractice suits, as well.
  **The
        Illinois Professional Standards Board requires arms-length relationships
        between
        physicians, practices and corporations, and there is a risk that the
        relationships between our physicians and us will be deemed improper by the
        Standards Board, resulting in penalties and fines.**
 
 We
        are
        subject to regulations set forth by the Illinois Professional Standards Board
        that require us to maintain an appropriate arms-length relationship with
        physicians that provide medical services to our patients through LLCs. Our
        company is not licensed to practice medicine, but may be subject to review
        by
        the licensing boards in the state of Illinois. We have made arrangements
        where
        the physicians practice inside of our clinic but conduct their own practice
        through separate companies. We have entered into management and lease
        agreements with the LLCs through which the physicians provide medical services
        to our patients. We bill our patients directly for charges for medical services
        provided by the physician, if any, and services provided by our clinicians
        and
        employees. The LLCs bill us for the medical services that were provided by
        its
        physicians to the patient. Although we believe our relationship with the
        LLCs
        and physicians is in compliance with the regulations set forth by the Illinois
        Professional Standards Board, there is a risk that our relationships will
        be
        viewed as improperly maintained and that we or the physicians will be found
        to
        be in violation of the regulations. If we are found to be in violation of
        the
        regulations, we could incur penalties or fines and be forced to restructure
        the
        operation of the medical portion of our business, each of which, individually
        and in the aggregate, could be costly and have a material effect on our business
        and results of operation.
 
 25
 **Our
        company and our officers, directors and employees have limited experience
        in
        marketing, licensing and selling the products and services offered by our
        clinic, have no experience in the online personals industry and may not be
        able
        to operate the business effectively.**
 
 Our
        company and our officers, directors and employees have limited experience
        in
        marketing, licensing and selling the products and services offered by our
        clinic, in operating and managing the clinic and in developing products and
        services related to female sexual health. In addition, we intend to enter
        into
        the online personals industry, which is a substantial departure from our
        current
        business of offering product development and services related to female sexual
        health. Our company and our officers, directors and employees have no experience
        in developing, producing, pricing, marketing, selling or distributing online
        personals products and services and we will rely on our ability to employ
        persons that have such experience to carry out our business strategy with
        respect to developing an online personals site and the other areas of our
        business. Because of our inexperience in these areas, we may not be effective
        in
        achieving success that may otherwise be attainable by more experience, and,
        as a
        result, we may not be able to operate our business effectively and our results
        of operation would suffer.
 
 **Higher
        insurance costs may impact our future financial position and results of
        operations.**
 
 We
        may
        experience an increase in insurance costs as a result of higher claims rates
        against providers in the health products and services industry, which we
        expect
        will increase our premiums for insurance policies. Although we have not
        experienced any claims, our insurance premiums may increase as a result of
        an
        overall increase in insurance costs in the health products and services
        industry, even if the increase in our premiums does not properly reflect
        the
        risks related to our products and services. For example, although we provide
        medical services to our patients through physicians that conduct their practice
        inside of our clinic but through their own entity that is separate from us,
        we
        believe that insurance providers may charge us higher insurance fees insurance
        costs as if the physicians were employed directly by us. Moreover, although
        we
        believe that our services are not as invasive and risky as other providers
        in
        the health products and services industry, insurers may not agree and insist
        on
        higher premiums. If our insurance costs increase, or if insurance is not
        available on acceptable terms, or at all, our financial position and results
        of
        operation would suffer.
 
 **If
        we and our production companies are not able to obtain and maintain a sufficient
        audience for our television show, and if adverse trends develop in the
        television production business generally, our television production business
        could fail.**
 
 We
        have
        recently entered into the television production business, which is subject
        to a
        number of uncertainties. We, in conjunction with the Gantz Brothers' View
        Film
        Productions, produced a pilot financed by ShowTime Networks Inc., which has
        decided to pick up the series and turn it into nine episodes projected to
        premier in June of 2006. The show is expected to be entitled “Sexual Healing,”
        and each episode tracks three couples' progress through intensive couples
        therapy at the Berman Center over a one-week period. We are entitled to a
        10%
        payment of the production budgets, which is $375,000 per episode. However,
        television production is a speculative business because revenues and income
        derived from television depend primarily on the continued acceptance of that
        programming from the public, which is difficult to predict. Factors that
        affect
        our television production revenues and income, many of which are out of our
        control, include but are not limited to:
  ·
              promotion
                  of our programming,
  ·
              the
                  content and quality of our
                  programming,
  ·
              the
                  strength of stations on which our programming is
                  broadcast,
  ·
              the
                  quality and acceptance of competing television programming and
                  other
                  sources of entertainment,
  ·
              a
                  general decline in broadcast television
                  viewers,
  ·
              pricing
                  pressure in the television advertising
                  industry,
  ·
              general
                  economic conditions, and
  ·
              availability
                  of other forms of entertainment and leisure time
                  activities.
  26
 If
        the
        television production portion of our business, including 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.
 
 Moreover,
        we must work with production companies to produce our television shows, and
        if a
        significant disagreement arises between our production companies and us
        regarding the direction and content of our television shows, the production
        of
        the shows may be delayed and the quality of our products may be negatively
        affected. As a result, the amount of revenue, if any, from our television
        production may decrease, and our results of operation would suffer. There
        is
        also no guarantee that the television production portion of our business
        will be
        able to continue in the long-term. For example, although Showtime Networks
        has
        an option to pick up our “Sexual Healing” television series for subsequent
        telecast years, there is no guarantee that Showtime, or any other station,
        will
        elect to continue with the series. If we are unable to secure a broadcast
        station to elect to continue with our television series, revenue from our
        television production portion of our business will significantly decline,
        and
        our results of operation will suffer.
 
 **Our
        future capital needs are uncertain. We will need to raise additional funds
        in
        the future and these funds may not be available on acceptable terms or at
        all.**
 
 We
        conducted a private placement of equity in June 2005 for gross proceeds of
        $3.1
        million and approximately $2.3 million in net proceeds. As a result of this
        private placement, we currently have sufficient funds on hand to fund our
        operations until approximately April 2006. We expect to expend approximately
        $500,000 in annual salaries for additions to staff in order to expand our
        clinic's operation, including the opening of a new clinical office in
        Naperville, a suburb of Chicago, Illinois, and we intend to spend approximately
        $28,000 for equipment and supplies for the new clinic office. We anticipate
        raising additional funds through public or private financing, strategic
        relationships or other arrangements in the near future to carry out our business
        strategy. We cannot be certain that any financing will be available on
        acceptable terms, or at all, and our failure to raise capital when needed
        could
        limit our ability to continue as a going concern and expand our business.
        In
        addition, 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, 2004 relative to our
        ability to continue as a going concern. Our ability to obtain additional
        funding
        in year 2005 and thereafter will determine our ability to continue as a going
        concern. Furthermore, additional equity financing may be dilutive to the
        holders
        of our common stock, and debt financing, if available, may involve restrictive
        covenants, and strategic relationships, if necessary to raise additional
        funds,
        may require that we relinquish valuable rights.
  **Our
        executive officers, directors and major stockholders have significant control
        over us, which may lead to conflicts with other stockholders over corporate
        governance matters.**
 
 Our
        current directors, officers and more than 10% stockholders, as a group, own
        approximately 75% of our outstanding common stock prior to the exercise of
        any
        outstanding warrants and stock options. In addition, our Chief Executive
        Officer
        and Chairman of the Board, Samuel P. Chapman, is the husband of our President,
        Dr. Laura A. Berman, and the son of a member of our Board of Directors, Alger
        Chapman. Acting together, our current directors, officers and more than 10%
        stockholders would be able to significantly influence all matters that our
        stockholders vote upon, including the election of directors, approvals of
        acquisitions and financing and other transactions.
 
 **If
        we fail to maintain effective internal controls over financial
        reporting, or we fail to comply in a timely manner with Section
        404 of the Sarbanes-Oxley Act of 2002, the price of our common stock may
        be
        adversely affected.**
  27
 We
        are
        required to establish and maintain appropriate internal controls over financial
        reporting. Failure to establish those controls, or any failure of those controls
        once established, could adversely impact our disclosures regarding our business,
        financial condition or results of operations. Our management has reviewed
        the
        adequacy of the our internal controls over financial reporting, and management
        believes that our internal controls provide reasonable assurance that the
        financial statements are accurate, prepared in accordance with generally
        accepted accounting principles and that the our assets are adequately
        safeguarded. Our independent auditors have not yet conducted a review of
        the our
        internal controls over financial reporting, however, there will be such a
        review
        during fiscal year 2007 when the independent auditors review our compliance
        with the requirements of Section 404 of the Sarbanes-Oxley Act of
        2002. Rules adopted by the SEC pursuant to Section 404 require annual
        assessment of a company's internal control over financial reporting, and
        attestation of its assessment by the company's independent registered public
        accountants. The standards that must be met for management to assess the
        internal control over financial reporting as effective are new and complex
        and
        require significant documentation, testing and possible remediation to meet
        the
        detailed standards. Management's assessment of internal controls over financial
        reporting at any time may identify weaknesses and conditions that need to
        be
        addressed in our internal controls over financial reporting or other matters
        that may raise concerns for you. Any actual or perceived weaknesses and
        conditions that need to be addressed in our internal controls over financial
        reporting, disclosure of management's assessment of our internal controls
        over
        financial reporting or disclosure of our public accounting firm's attestation
        to
        or report on management's assessment of our internal controls over financial
        reporting may have an adverse impact on the price of our common stock. For
        example, if we are unable to adequately maintain or improve our internal
        controls over financial reporting, we may report that our internal controls
        are
        ineffective and our external auditors will not be able to issue an unqualified
        opinion on the effectiveness of our internal controls. Ineffective internal
        controls over financial reporting could also cause investors to lose confidence
        in our reported financial information, which would likely have a negative
        effect
        on the trading price of our securities or could affect our ability to access
        the
        capital markets and which could result in regulatory proceedings against
        us by,
        among others, the Securities Exchange Commission.
 
 **We
        may not be able to achieve the benefits we expect to result from the
        merger.**
  In
        June
        2005, we executed an Agreement and Plan of Merger with Berman Health and
        Media,
        Inc., a privately held Delaware corporation (“BHM”), pursuant to which the
        stockholders of BHM acquired approximately 87% of our issued and outstanding
        common stock through a merger transaction, with our existing stockholders
        continuing to own the remaining 13% of our issued and outstanding common
        stock
        after the merger. The merger was consummated through the merger of our wholly
        owned subsidiary, LBC MergerSub, Inc., a Nevada corporation, with and into
        BHM,
        with BHM being the surviving corporation. The merger was intended to be a
        "tax-free" reorganization pursuant to the provisions of Section 368(a) of
        the
        Internal Revenue Code of 1986, as amended. As a result of the merger, BHM
        became
        a wholly owned subsidiary of the Company.
 
 We
        consummated the merger for various reasons, including:
  ·
              the
                  increased market liquidity expected to result from exchanging stock
                  in a
                  private company for publicly traded
                  securities;
  ·
              the
                  ability to use registered securities to make acquisition of assets
                  or
                  businesses;
  ·
              increased
                  visibility in the financial
                  community;
  ·
              enhanced
                  access to the capital markets;
  ·
              improved
                  transparency of operations; and
  ·
              perceived
                  credibility and enhanced corporate image of being a publicly traded
                  company.
   There
        can
        be no assurance that any of the anticipated benefits of the merger will be
        realized. In addition, the attention and effort devoted to achieving the
        benefits of the merger and attending to the obligations of being a public
        company, such as reporting requirements and securities regulations, could
        significantly divert management's attention from other important issues,
        which
        could materially and adversely affect our operating results or stock price
        in
        the future.
  **We
        have not voluntarily implemented various corporate governance measures, in
        the
        absence of which, stockholders may have more limited protections against
        interested director transactions, conflicts of interest and similar
        matters.**
 
 Recent
        Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted
        in
        the adoption of various corporate governance measures designed to promote
        the
        integrity of the corporate management and the securities markets. Some of
        these
        measures have been adopted in response to legal requirements. Others have
        been
        adopted by companies in response to the requirements of national securities
        exchanges, such as the NYSE or The Nasdaq Stock Market, on which their
        securities are listed. Among the corporate governance measures that are required
        under the rules of national securities exchanges and Nasdaq are those that
        address board of directors' independence, audit committee oversight, and
        the
        adoption of a code of ethics. We have not yet adopted any of these corporate
        governance measures and, since our securities are not yet listed on a national
        securities exchange or Nasdaq, we are not required to implement all of these
        governance measures. Although we have independent directors on our Board
        of
        Directors, we have not formed an audit committee. We intend to adopt a code
        of
        ethics in the future. It is possible that if we were to adopt some or all
        of
        these corporate governance measures, stockholders would benefit from somewhat
        greater assurances that internal corporate decisions were being made by
        disinterested directors and that policies had been implemented to define
        responsible conduct. For example, in the absence of audit, nominating and
        compensation committees comprised of at least a majority of independent
        directors, decisions concerning matters such as compensation packages to
        our
        senior officers and recommendations for director nominees may be made by
        a
        majority of directors who have an interest in the outcome of the matters
        being
        decided. Moreover, Samuel Chapman, the Chairman of our Board of Directors
        and
        Chief Executive Officer, is the son of Alger Chapman, a member of our Board
        of
        Directors. Samuel Chapman is also the husband of Dr. Laura Berman, our
        President, and Samuel Chapman and Alger Chapman are involved in such matters
        related to compensation of executive officers. As a result, there is a conflict
        of interest that may arise with respect to actions taken by the board in
        relation to our executive officers, and prospective investors should bear
        in
        mind our current lack of corporate governance measures in formulating their
        investment decisions.
 
 **There
        is no assurance of an established public trading market for our
        securities**
  Although
        our common stock is quoted in the Pink Sheets, a regular trading market for
        the
        securities may not be sustained in the future. Quotes for stocks listed in
        the
        Pink Sheets are not listed in the financial sections of newspapers and
        newspapers generally have very little coverage of stocks quoted solely in
        the
        Pink Sheets. Accordingly, prices for and coverage of securities quoted solely
        in
        the Pink Sheets may be difficult to obtain. In addition, stock quoted solely
        in
        the Pink Sheets tend to have a limited number of market makers and a larger
        spread between the bid and ask prices than those listed on the NYSE, AMEX
        or
        NASDAQ exchanges. All of these factors may cause holders of our common stock
        to
        be unable to resell their securities at or near their original offering price
        or
        at any price. Market prices for our common stock will be influenced by a
        number
        of factors, including:
  ·
              changes
                  in interest rates;
  ·
              competitive
                  developments, including announcements by competitors of new products
                  or
                  services or significant contracts, acquisitions, strategic partnerships,
                  joint ventures or capital
                  commitments;
  ·
              variations
                  in quarterly operating results;
  ·
              changes
                  in financial estimates by securities
                  analysts;
  ·
              the
                  depth and liquidity of the market for our common
                  stock;
  ·
              investor
                  perceptions of the Company after the merger with Berman Health
                  and Media,
                  Inc. and the women's sexual health industry generally;
                  and
  ·
              general
                  economic and other national
                  conditions.
  28
 **Provisions
        in our certificate of incorporation and bylaws or Delaware law might discourage,
        delay or prevent a change of control of our company or changes in our management
        and, therefore, depress the trading price of our common
        stock.**
  Some
        of
        the provisions of our Certificate of Incorporation and Bylaws could make
        it more
        difficult for a third party to acquire us, even if doing so might be beneficial
        to our stockholders by providing them with the opportunity to sell their
        shares
        possibly at a premium over the then market price.
 
 For
        example, our Certificate of Incorporation authorizes our Board of Directors
        to
        issue up to 50,000,000 shares of preferred stock. The preferred stock may
        be
        issued in one or more series, the terms of which may be determined at the
        time
        of issuance by our Board of Directors without further action by the
        stockholders. These terms may include voting rights including the right to
        vote
        as a series on particular matters, preferences as to dividends and liquidation,
        conversion rights, redemption rights and sinking fund provisions. No shares
        of
        preferred stock will be outstanding upon the closing of this offering and
        we
        have no present plans for the issuance of any preferred stock. The issuance
        of
        any preferred stock, however, could diminish the rights of holders of our
        common
        stock, and therefore could reduce the value of our common stock. In addition,
        specific rights granted to future holders of preferred stock could be used
        to
        restrict our ability to merge with, or sell assets to, a third party. The
        ability of our Board of Directors to issue preferred stock could make it
        more
        difficult, delay, discourage, prevent or make it more costly to acquire or
        effect a change in control, thereby preserving the current stockholders'
        control.
 
 In
        addition, we are also subject to Section 203 of the Delaware General Corporation
        Law that, subject to certain exceptions, prohibits a Delaware corporation
        from
        engaging in any business combination with any interested stockholder for
        a
        period of three years following the date that the stockholder became an
        interested stockholder. The preceding provisions of our Certificate of
        Incorporation and Bylaws, as well as Section 203 of the Delaware General
        Corporation Law, could discourage potential acquisition proposals, delay
        or
        prevent a change of control and prevent changes in our management, even if
        such
        things would be in the best interests of our stockholders.
  **Shares
        eligible for future sale may adversely affect the market price of our common
        stock, as the future sale of a substantial amount of our stock in the public
        marketplace could reduce the price of our common stock.**
  Substantial
        sales of our common stock in the public market, or the perception that such
        sales could occur, could result in the drop in the market price of our
        securities and make it more difficult for us to complete future equity
        financings on acceptable terms, if at all, by introducing a large number
        of
        sellers to the market. From time to time, certain of our stockholders may
        be
        eligible to sell all or some of their shares of common stock by means of
        ordinary brokerage transactions in the open market pursuant to Rule 144,
        promulgated under the Securities Act of 1933, as amended (“Rule 144”), subject
        to certain limitations. In general, pursuant to Rule 144, a stockholder (or
        stockholders whose shares are aggregated) who has satisfied a one-year holding
        period may, under certain circumstances, sell within any three-month period
        a
        number of securities which does not exceed the greater of 1% of the then
        outstanding shares of common stock or the average weekly trading volume of
        the
        class during the four calendar weeks prior to such sale. As of September
        30,
        2005, 1% of our issued and outstanding shares of common stock was 317,954
        shares. Rule 144 also permits, under certain circumstances, the sale of
        securities, without any limitations, by a non-affiliate of our company that
        has
        satisfied a two-year holding period.
  In
        addition, Berman Health and Media, Inc. recently completed a private placement,
        whereby they granted the investors in the private placement certain registration
        rights with respect to the shares of common stock underlying their securities.
        Those securities were exchanged for securities in our company pursuant to
        a
        reverse merger in June 2005 and are included in the securities being offered
        in
        this prospectus. Hunter World Markets, Inc. may also, in its sole discretion,
        permit certain of our current stockholders who are subject to contractual
        lock-up agreements to sell shares prior to the expiration of their lock-up
        agreements, which expire one year from the filing of this registration
        statement. Upon the expiration of the lock up agreement, which will be on
        July
        5, 2006, holders of an aggregate of 19,730,504 shares would be eligible to
        sell
        their shares pursuant to Rule 144, subject to volume and manner of sales
        limitations as set forth in Rule 144.
 
 29
 We
        cannot
        estimate the number of shares of common stock that may actually be resold
        in the
        public market because this will depend on the market price for our common
        stock,
        the individual circumstances of the sellers and other factors. Any substantial
        sale of common stock pursuant to Rule 144 or pursuant to any resale prospectus
        may have an adverse effect on the market price of our securities.
 
 **Our
        common stock is considered a “penny stock,” and is subject to additional sale
        and trading regulations that may make it move difficult to
        sell.**
  Our
        common stock is considered to be a “penny stock” since it does not qualify for
        one of the exemptions from the definition of “penny stock” under Section 3a51-1
        of the Securities Exchange Act for 1934 as amended (the “Exchange Act”). Our
        common stock is a “penny stock” because it meets one or more of the following
        conditions (i) the stock trades at a price less than $5.00 per share; (ii)
        it is
        NOT traded on a “recognized” national exchange; (iii) it is NOT quoted on the
        Nasdaq Stock Market, or even if so, has a price less than $5.00 per share;
        or
        (iv) is issued by a company that has been in business less than three years
        with
        net tangible assets less than $5 million.
  The
        principal result or effect of being designated a “penny stock” is that
        securities broker-dealers participating in sales of our common stock will
        be
        subject to the “penny stock” regulations set forth in Rules 15-2 through 15g-9
        promulgated under the Exchange Act. For example, Rule 15g-2 requires
        broker-dealers dealing in penny stocks to provide potential investors with
        a
        document disclosing the risks of penny stocks and to obtain a manually signed
        and dated written receipt of the document at least two business days before
        effecting any transaction in a penny stock for the investor's account. Moreover,
        Rule 15g-9 requires broker-dealers in penny stocks to approve the account
        of any
        investor for transactions in such stocks before selling any penny stock to
        that
        investor. This procedure requires the broker-dealer to (i) obtain from the
        investor information concerning his or her financial situation, investment
        experience and investment objectives; (ii) reasonably determine, based on
        that
        information, that transactions in penny stocks are suitable for the investor
        and
        that the investor has sufficient knowledge and experience as to be reasonably
        capable of evaluating the risks of penny stock transactions; (iii) provide
        the
        investor with a written statement setting forth the basis on which the
        broker-dealer made the determination in (ii) above; and (iv) receive a signed
        and dated copy of such statement from the investor, confirming that it
        accurately reflects the investor's financial situation, investment experience
        and investment objectives. Compliance with these requirements may make it
        more
        difficult and time consuming for holders of our common stock to resell their
        shares to third parties or to otherwise dispose of them in the market or
        otherwise.
  **We
        have never paid any dividend and we do not intend to pay dividends in the
        foreseeable future.**
 
 To
        date,
        we have not declared or paid any cash dividends on our shares of common stock
        and currently intend to retain any future earnings for funding growth. We
        do not
        anticipate paying any dividends in the foreseeable future. As a result, you
        should not rely on an investment in our securities if you require dividend
        income. Capital appreciation, if any, of our shares may be your sole source
        of
        gain for the foreseeable future.
 
 **ITEM
        3. CONTROLS AND PROCEDURES**
  (a)
        Evaluation of disclosure controls and procedures
  30
 As
        of
        September 30, 2005, 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, 2005.
  (b)
        Changes in internal control over financial reporting
  There
        have been no changes in our internal control over financial reporting identified
        in connection with the evaluation required by paragraph (d) Rule 13a-15 or
        15d-15 under the Exchange Act that occurred during the quarter ended September
        30, 2005 that has materially affected, or is reasonably likely to affect,
        our
        internal control over financial reporting.
   31
  **PART
        II-OTHER INFORMATION**
 
 **ITEM
        1.**  **LEGAL
        PROCEEDINGS**
 
 We
        are
        not currently a party to any material legal proceedings.
 
 
 **ITEM
        2.**  **UNREGISTERED
        SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**
 
 None.
 
 
 **ITEM
        3.**  **DEFAULTS
        UPON SENIOR SECURITIES.**
 
 None.
 
 **ITEM
        4.**  **SUBMISSION
        OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 None.
 
 **ITEM
        5.**  **OTHER
        INFORMATION**
 
 None.
 
  32
  **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.
 
  33
  **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)November
                    14, 2005
                By:
                /s/ Samuel
                  ChapmanSamuel
                  ChapmanChief
                    Executive Officer and
                  Chairman
                    of the Board
                  (Principal
                    Executive Officer)
 34