**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-QSB**





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


**SECURITIES
      EXCHANGE ACT OF 1934**





**For
      the quarterly period ended June 30, 2005**





**OR**





**oTRANSITION
      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)
            
            **14-1933261**
              (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




There
      were 31,795,415 shares outstanding of registrant’s common stock, par value $.001
      per share, as of August 5, 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 
                  - FINANCIAL INFORMATION
                1ITEM 1.    FINANCIAL STATEMENTS
                1Consolidated
                  Balance Sheet as of June 30, 2005 (unaudited)
                1Consolidated
                    Statements of Operations for the Three Months and Six Months
                    ended
                  June
                    30, 2005 and 2004 and period from Inception to June 30, 2005
                2Consolidated
                    Statement of Cash Flows for the Six Months ended June 30, 2005
                    and 2004,
                    and period from Inception to June 30, 2005
                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
                26PART
                  II-OTHER INFORMATION
                28ITEM 1.    LEGAL PROCEEDINGS
                28ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITEIS
                  AND USE
                  OF PROCEEDS
                28ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
                28ITEM 4.    SUBMISSION OF MATTERS TO A VOTE
                  OF SECURITY
                  HOLDERS
                28ITEM 5.    OTHER INFORMATION
                28ITEM 6.    EXHIBITS
                29SIGNATURES
                30





**PART
      I - FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL STATEMENTS**





**BERMAN
                CENTER, INC.****(A
                development stage company)****CONSOLIDATED
                BALANCE SHEET****As
                of June 30, 2005 (unaudited)**June
                30,ASSETS
            
            2005**Current
                assets**Cash
                and cash equivalents
            
            $
            2,206,517Prepaid
                expenses and other assets
            
            
            99,527Total
                current assets
            
            $
            2,306,044**Property
                and equipment:, net**
            $
            566,075**Total
                assets**
            
            $
            2,872,119**LIABILITIES
                AND STOCKHOLDERS' EQUITY****Current
                liabilities**Accounts
                payable
            
            $
            298,874Accrued
                expenses
            
            
            534,855Deferred
                rent
            
            
            105,367Deferred
                revenue
            
            
            125,828Total
                current liabilities
            
            
            1,064,924**Commitments
                and contingencies****Stockholders'
                equity**Common
                Stock, $0.001 par value, 100,000,000 shares authorized
              31,795,415
                shares outstanding
            
            
            31,795Additional
                paid-in capital
            
            
            5,197,053Deficit
                accumulated in the development stage
            
            
            (3,421,653
            )Total
                stockholders' equity
            
            
            1,807,195**Total
                liabilities and stockholders' equity**
            
            $
            2,872,119





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 Six Months Ended June 30,
                2005 and 2004 (unaudited) and****For
                the Period from January 16, 2003 (inception) to
                June 30, 2005 (unaudited)**For
                    The ThreeMonths Ended06/30/2005
            
            For
                    The ThreeMonths Ended06/30/2004
            
            For
                    The SixMonths Ended06/30/2005
            
            For
                    The SixMonths Ended06/30/2004
            
            For
                  the period from
                January
                  16, 2003
                (Inception)
                through06/30/2005**Revenue**-Clinics
            
            $
            142,934
            
            $
            352,998
            
            $
            247,430
            
            $
            408,687
            
            $
            911,631-Seminars and conferences
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            279,250-Research, studies and trials
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            247,186-Radio advertising
            
            
            --
            
            
            --
            
            
            50,000
            
            
            --
            
            
            50,000Total Revenue
            
            
            142,934
            
            
            352,998
            
            
            297,430
            
            
            408,687
            
            
            1,488,067**Cost
                of Services:**Clinics
            
            
            117,652
            
            
            249,146
            
            
            215,379
            
            
            435,699
            
            
            998,444Seminars and conferences
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            249,195Research, studies and trials
            
            
            1,225
            
            
            63,000
            
            
            1,725
            
            
            63,000
            
            
            245,739Total Cost of Services
            
            
            118,877
            
            
            312,146
            
            
            217,104
            
            
            498,699
            
            
            1,493,378**Gross Profit / (Loss)**
            
            
            24,057
            
            
            40,852
            
            
            80,326
            
            
            (90,012
            )
            
            (5,311
            )**Selling,
                general & administrative expenses**
            
            
            854,818
            
            
            559,013
            
            
            1,258,334
            
            
            1,029,204
            
            
            3,416,342**Loss
                from operations**
            
            
            (830,761
            )
            
            (518,161
            )
            
            (1,178,008
            )
            
            (1,119,216
            )
            
            (3,421,653
            )**Net
                loss**
            
            $
            (830,761
            )
            $
            (518,161
            )
            $
            (1,178,008
            )
            $
            (1,119,216
            )
            $
            (3,421,653
            )**Basic
                and diluted loss per share**
            
            $
            (0.04
            )
            $
            (0.03
            )
            $
            (0.06
            )
            $
            (0.09
            )**Basic
                and Diluted**
              **Weighted-average
                shares outstanding**
            
            
            21,167,763
            
            
            15,561,570
            
            
            19,562,516
            
            
            12,341,589





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 Six Months Ended June 30, 2005 and 2004
                (unaudited)****and
                the Period from January 16, 2003 (inception) to June 30, 2005
                (unaudited)**





For
                  the SixMonths Ended
            
            For
                  the SixMonths Ended
            
            For
                  the
                Period
                  from
              January
                16, 2003
              (inception)
                toJune
                30, 2005
            
            June
                30, 2004
            
            June
                30, 2005**Cash
                flows from Operating Activities:**Net
                (Loss)
            
            $
            (1,178,008
            )
            $
            (1,119,216
            )
            $
            (3,421,653
            )**Adjustments
                to Reconcile Net Income (Loss) to Net Cash Used in Operating
                Activities:**Depreciation
                and amortization
            
            
            65,039
            
            
            42,110
            
            
            175,173Issuance
                of shares for compensation
            
            
            95,000
            
            
            5,000
            
            
            120,000(Increase)
                Decrease inAccounts
                receivable
            
            
            3,100
            
            
            (2,770
            )
            
            --Deposits
            
            
            (15,000
            )
            
            --
            
            
            (15,000
            )Prepaid
                expenses and other current assets
            
            
            (66,431
            )
            
            (57,739
            )
            
            (78,931
            )Inventory
            
            
            2,051
            
            
            --
            
            
            (5,596
            )Increase
                (Decrease) inBook
                overdraft
            
            
            --
            
            
            (6,932
            )
            
            --Accounts
                payable and accrued expenses
            
            
            118,651
            
            
            (87,004
            )
            
            285,769Deferred
                revenue
            
            
            38,243
            
            
            37,700
            
            
            126,455Accrued
                payroll
            
            
            6,576
            
            
            38,507
            
            
            48,000Deferred
                rent
            
            
            38,435
            
            
            26,774
            
            
            105,745Net
                Cash used in Operating Activities
            
            
            (892,344
            )
            
            (1,123,570
            )
            
            (2,660,038
            )**Cash
                Flows from Investing Activities:**Purchase
                of Property and Equipment
            
            
            (21,895
            )
            
            (494,184
            )
            
            (741,247
            )Net
                Cash used in Investing Activities
            
            
            (21,895
            )
            
            (494,184
            )
            
            (741,247
            )


-3-


**Cash
                Flows from Financing Activities:**Proceeds
              from Issuance of Common Stock
            
            2,964,742
            
            2,205,000
            
            5,694,223Offering
              costs paid on Common Stock
            
            (86,421)
            
            
            
            (86,421)Net
                Cash provided by Financing
                Activities
            
            2,878,321
            
            2,205,000
            
            5,607,802Net Increase in Cash and Cash Equivalents
            
            1,964,082
            
            587,246
            
            2,206,517**Cash
                and Cash Equivalents, Beginning of Period**
            
            242,435
            
            --
            
            --**Cash
                and Cash Equivalents, End of Period**
            $
            2,206,517
            
            $
            587,246
            
            $
            2,206,517




**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 six months
      ended June 30, 2005 and the year ended December 31, 2004, $95,000 (unaduited)
      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 six
      months ended June 30, 2005, the Company incurred a net loss of $1,178,008 and
      had negative cash flows from operations of $892,344. In addition, the Company
      had an accumulated deficit of $3,421,653 at June 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 six
      months ended June 30, 2005 and 2004, would have been increased to the pro forma
      amounts indicated below:





For
                the Six Months Ended
              June
                30,
            
            For
                the Three Months Ended
              June
                30,2005
            
            2004
            
            2005
            
            2004Net
                lossAs
                reported
            
            $
            (1,178,008
            )
            $
            (1,119,216
            )
            $
            (830,761
            )
            $
            (518,161
            )Deduct
                total stock basedemployee
              compensationexpense
                determined
              Under
                fair value method
              for
                all awards, net of tax
            
            
            (9,460
            )
            
            --
            
            
            (8,279
            )
            
            --**Pro
                forma**
            
            $
            (1,187,468
            )
            $
            (1,119,216
            )
            $
            (839,040
            )
            $
            (518,161
            )








Loss
                per common shareBasic
                and diluted - as
                reported
            
            $
            (0.06
            )
            $
            (0.09
            )
            $
            (0.04
            )
            $
            (0.03
            )Basic and diluted - pro forma
            
            $
            (0.06
            )
            $
            (0.09
            )
            $
            (0.04
            )
            $
            (0.03
            )




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
        June
        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 Six Months Ended
              
              For
                  the Three Months EndedJune
                  30,
              
              June
                  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,”Accountung 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 June 30, 2005 consisted of the following:




June
                30,2005(unaudited)Equipment
            
            212,723Furniture
              and fixtures
            
            190,587Leasehold
              improvements
            
            253,787741,247Less
                accumulated depreciation
              and
                amortization
            
            175,172Total
            $
            566,075





Depreciation
      and amortization expense for the six months ended June 30, 2005 and 2004 was
      $65,039 (unaudited) and $42,110 (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 six months ended June 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 related notes 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**





Berman
      Center, Inc. is 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 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 services and online subscription
      opportunities that our management team is in the process of capitalizing on.
      We
      have already accomplished producing our own radio show, a weekly column in
      the
      Chicago Sun-Times, and a monthly column in Ladies Home Journal and ad-hoc
      contributions to the USA Today opinion page. Dr. Berman is also a correspondent
      for Good Morning America on ABC, the star of her own reality television show,
      A
      More Perfect Union, for which the pilot episode is currently being produced
      for
      Showtime Network, the host of a recent Lifetime Network television special
      entitled Secrets of the Sexually Satisfied Woman and Co-host of Berman &
      Berman on Discovery Health Channel.




Dr.
      Berman is the author of three books: For Women Only: A Revolutionary Guide
      to
      Overcoming Sexual Dysfunction and Reclaiming Your Sex Life, a New York Times
      Best Seller; The Secrets of the Sexually Satisfied Woman, recently released;
      and
      Passion Prescription, which she recently completed and has been accepted by
      her
      publisher, Hyperion. Dr. Berman is a source for a wide range of media outlets.
      Dr. Berman has appeared in a wide variety of magazines, newspapers, television
      and radio shows, including Oprah, CNN, Good Morning America, New York Times,
      Wall Street Journal, Fortune Magazine, Cosmopolitan, Marie Claire, Fitness,
      Redbook, and Ladies Home Journal. She also is featured in publications and
      television programs internationally.





**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 June 30, 2005 to June 30, 2004**





*Revenue*


**Three
                Months Ended June 30,****2005**
            
            **2004**Patient
                revenue
            $142,934
            
            $292,998Grant
                / Research
            
            
            60,000**Total Revenue**
            **$142,934**
            
            **$352,998**





Revenue
      from clinic operations for the second quarter 2005 decreased by $150,064 from
      the second quarter of 2004, from $292,998 to $142,934. Since the opening of
      the
      clinic, the second quarter of 2004 has been the strongest quarter in terms
      of
      patient revenue. The peak in patient revenue during the second quarter 2004
      was
      primarily due to an increase in demand for clinic services after Berman Center
      was listed as a reference in a top ten selling book at the time. There was
      a
      noticeable decrease in demand for patient services once the book was no longer
      on the top ten list. Also, there was no grant/research revenue in the second
      quarter of 2005 while second quarter of 2004 had $60,000 of grant/research
      revenue due to an unrestricted educational grant for a research study on
      vibrators. Total revenue for the second quarter of 2005 declined by $210,064
      compared to the second quarter of 2004.






14




*Expenses*





*Cost
      of Goods Sold*





**Three
                Months Ended June 30,****2005**
            
            **2004**Cost
                of
                services:
            $
                118,877
            
            $
                312,146**Gross
                Margin**
            **$
                24,057**
            
            **$
                40,852****Gross
                Margin %**
            **16.8%**
            
            **11.6%**





Cost
      of
      goods sold was higher in the second quarter of 2004 at $312,146 than in the
      same
      period in 2005, $118,877 by the amount of $193,269. This is due mainly to higher
      staffing levels in the second quarter of 2004, the year of the clinic opening,
      than during the second quarter of 2005. Staff reductions and salary cuts were
      put into place in the latter part of 2004 and the reduced staffing levels that
      were still in place during the second quarter of 2005. Management implemented
      these reductions in an effort to move toward profitability. Staff reductions
      included one doctor, one physical therapist and one couples therapist. In second
      quarter of 2004, cost of services consisted of $238,908 in payroll, payroll
      taxes, benefits and outside contractor costs, outside lab fees of $10,238 and
      research expenses of $63,000. In second quarter of 2005, cost of services
      consisted of $108,768 in payroll, payroll taxes, benefits and outside contractor
      costs, outside lab fees of $8,884 and research expenses of $1,225.





*Selling,
      General and Administrative Expenses*





**Three
                Months Ended June 30,****2005**
            
            **2004**Selling,
                General &Administrative
                Expenses
            $854,818
            
            $559,013S,G&A
                (as a % of revenue)
            598.0%
            
            158.4%








Selling,
      general and administrative expenses were higher in the second quarter of 2005
      at
      $854,818 than in the same period in 2004, $559,013 by the amount of $295,805.
      This is mainly due to expenses related to the reverse merger / PIPE transaction
      which occurred in the second quarter of 2005. In the second quarter of 2004,
      the
      significant components of S,G&A consisted of the following: $202,728 in
      payroll, payroll taxes and benefit costs, $193,821 in costs for systems and
      technology and $149,613 in expenses related public relations and promotions.
      In
      the second quarter of 2005, the significant components of S,G&A consisted of
      $460,741 in expenses related to the reverse merger / PIPE transaction. The
      expenses for the reverse merger / PIPE transactions consisted of the following
      expense categories: audit and legal fees, placement fees, roadshow expenses,
      filing fees and interest expense. By comparison there was no such transaction
      or
      expenses for this in the second quarter of 2004. The remaining significant
      components of S,G&A for the second quarter of 2005 included: $251,611 in
      expenses related to payroll, payroll taxes and benefits, $112,790 in public
      relations and promotions, $72,360 in consultant and broker fees.




15




*Net
      Loss*





**Three
                Months Ended June 30,****2005**
            
            **2004**Net
                Profit / (Loss)
            ($830,761)
            
            ($518,161)%
                of Revenue
            -581.2%
            
            -146.8%





Net
      loss
      increased from ($518,161) in the second quarter of 2004 versus ($830,761) in
      the
      same period in 2005. The change is mainly due to expenses related to the reverse
      merger / PIPE transaction which occurred during the second quarter of 2005.
      In
      second quarter of 2004, cost of services amounted to $312,146 resulting in
      a
      gross margin of $114,090. Selling, administrative & general expenses totaled
      $632,251 which resulted in a net loss for the second quarter of
      ($518,161).





In
      second
      quarter 2005, cost of services amounted to $118,877 resulting in a gross margin
      of $24,057. Selling, administrative & general expenses totaled $854,818
      which resulted in a net loss for the second quarter of ($830,761).





**Comparison
      of the Six Months ended June 30, 2005 to June 30, 2004**





*Revenue*





**Six
                Months Ended June 30,****2005**
            
            **2004**Patient
                revenue
            $247,430
            
            $348,687Radio
                advertising
            $50,000
            
            --Grant
                / Research
            --
            
            60,000**Total Revenue**
            **$297,430**
            
            **$408,687**





Revenue
      from clinic operations for the first half of 2005 decreased by $101,257 from
      the
      first half of 2004, from $348,687 to $247,430. The first half of 2005 revenue
      also included $50,000 in radio advertising revenue bringing the total revenue
      for the first half of 2005 up to $297,430. By comparison, there was no radio
      advertising revenue in the first half of 2004, however, the period included
      $60,000 in grant research revenue bringing total revenue for the first half
      of
      2004 to $408,687. As a result, total revenue in the first half of 2005 decrease
      by $111,257 from the year-earlier period. It is important to point out that
      the
      clinic itself was not opened for the first month and a half of the first quarter
      2004 (the clinic began seeing patients on February 16, 2004) and that the radio
      show did not exist in the first half of 2004.





*Expenses*





*Cost
      of Goods Sold*





**Six
                Months Ended June 30,****2005**
            
            **2004**Cost
                of services:
            $217,104
            
            $498,699**Gross
                Margin**
            **$80,326**
            
            **($90,012)****Gross
                Margin %**
            **27.0%**
            
            **-22.0%**




Cost
      of
      goods sold was higher in the first half of 2004 at $498,699 than in the same
      period in 2005, $217,104 by the amount of $281,595. This is due mainly to higher
      staffing levels at the opening of the clinic and the first half of 2004, than
      during the first half of 2005. Staff reductions and salary cuts had been put
      in
      place by the latter part of 2004 that were still in place during the first
      half
      of 2005. Management implemented these reductions in an effort to move toward
      profitability. Staff reductions included one doctor, one physical therapist
      and
      one couples therapist. In first half of 2004, cost of services consisted of
      $425,461 in payroll, payroll taxes, benefits and outside contractor costs,
      outside lab costs of $10,238 and research expense of $63,000. In the first
      half
      of 2005, cost of services consisted of $203,289 in payroll, payroll taxes and
      benefits and outside contractor costs, outside lab fees of $12,090 and research
      expenses of $1,725.




16




*Selling,
      General and Administrative Expenses*





**Six
                Months Ended June 30,****2005**
            
            **2004**Selling,
                General &Administrative
                Expenses
            $1,258,334
            
            $1,029,204S,G&A
                (as a % of revenue)
            423.1%
            
            251.8%





Selling,
      general and administrative expenses were higher in the first half of 2005 at
      $1,258,334 than in the same period in 2004, $1,029,204 by the amount of
      $229,130. This is mainly due to expenses related to the reverse merger / PIPE
      transaction which occurred in the first half of 2005. In the first half of
      2004,
      the significant components of S,G&A consisted of the following: $202,728 in
      payroll, payroll taxes and benefit costs, $193,821 in costs for systems and
      technology and $149,613 in expenses related public relations and promotions.
      In
      the first half of 2005, the significant components of S,G&A consisted of
      $450,741 in expenses related to the reverse merger / PIPE transaction. The
      expenses for the reverse merger / PIPE transactions consisted of the following
      expense categories: audit and legal fees, placement fees, roadshow expenses,
      filing fees and interest expense. By comparison there was no such transaction
      or
      expenses in the first half of 2004. The remaining significant components of
      S,G&A for the first half of 2005 included: $251,611 in expenses related to
      payroll, payroll taxes and benefits, $112,790 in public relations and
      promotions, $72,360 in consultant and broker fees.





*Net
      Loss*





**Six
                Months Ended June 30,****2005**
            
            **2004**Net
                Profit / (Loss)
            ($1,178,008)
            
            ($1,119,216)%
                of Revenue
            -396.0%
            
            -273.9%





Net
      loss
      increased from ($1,119,216) in the first half of 2004 versus ($1,178,008) in
      the
      same period of 2005. The change is mainly due to expenses related to the reverse
      merger / PIPE transaction which occurred in the first half of 2005. Without
      the
      expenses for the reverse merger / PIPE transaction, the loss for the first
      half
      of 2004 would be greater than the loss for the first half of 2005. The loss
      in
      the first half of 2004 included extra costs associated with setting up the
      new
      operation in the early 2004. In first half of 2004, cost of services amounted
      to
      $498,699 resulting in a negative gross margin of $90,012. Selling,
      administrative & general expenses totaled $1,029,204 which resulted in a net
      loss for the first half of ($1,119,216).





In
      first
      half of 2005, cost of services amounted to $217,104 resulting in a gross margin
      of $80,326. Selling, administrative & general expenses totaled $1,258,334
      which resulted in a net loss for the first half of ($1,178,008).





**Liquidity
      and Capital Resources**





At
      June
      30, 2005, we had current assets of $2,306,044 consisting of cash and cash
      equivalents of $2,206,517 and other current assets of $99,527. At June 30,
      2005,
      we also had current liabilities of $1,064,924, consisting of accounts payable
      of
      $298,874 and other current liabilities of $766,050. This resulted in net working
      capital at June 30, 2005 of $1,241,120. During the six months ended June 30,
      2005, we used cash in operating activities of ($892,344). From the date of
      inception (January 2003) to June 30, 2005, we have had a net loss of
      ($3,421,653) and have used cash of ($2,660,038) in operating activities.




17




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 Berman Center, Inc. and our
      wholly-owned subsidiary, Berman Health and Media, Inc.




18




**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.**





We
      have
      historically generated significant operating losses from our inception in
      January 2003. As of June 30, 2005, we had an accumulated deficit of
      approximately $3,421,653. We had a net loss of approximately $1,178,008 for
      the
      six months ended June 30, 2005. In
      addition, we anticipate that our expenses will dramatically increase as we
      prepare to leverage our media platform to exploit opportunities in the female
      sexual medicine industry. 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.





In
      addition, our independent registered public accounting firm has added an
      explanatory paragraph to their audit opinion issued in connection with the
      audit
      of our 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.**





Historically,
      we have derived the substantial majority of our revenues from clinic
      patients. 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. Accordingly, 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.





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.





**The
      market for female sexual health products and services is at an early stage
      and
      if market demand does not develop, we may not achieve or sustain revenue
      growth.**




The
      market for our products and services is at an early stage. If we and our
      licensees are unable to develop demand for our products and services, we may
      not
      achieve or sustain revenue growth. We cannot accurately predict the growth
      of
      the markets for these products and services, the timing of product and service
      introductions or the timing of acceptance of them.




19




Even
      if
      our and our licensees’ 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
      marketed achieve widespread adoption, and, if so, how rapidly that adoption
      occurs. We expect to pursue extensive and expensive marketing and sales efforts
      to educate prospective institutions about the uses and benefits of our products
      and services. If these institutions are unwilling to budget for such products
      and services or reduce their budgets as a result of an economic slowdown,
      cost-containment pressures or other factors, we may not be able to achieve
      widespread adoption of our products and services at a satisfactory rate. If
      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 specialty.
      If
      we or our licensees 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
      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. Competition for these
      individuals is intense and we may not be able to attract, assimilate or retain
      additional highly qualified personnel in the future. The loss of services of
      our
      executive officers and other key personnel and the failure to successfully
      attract, assimilate or retain sufficiently qualified personnel could harm the
      business and our ability to achieve or maintain profitability.




**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. 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.





**Product
      liability claims could expose us to losses and could be time-consuming and
      costly to defend.**





Claims
      that consumer products have flaws or other defects that lead to personal or
      other injury are possible, in particular for the Berman Center Intimate
      Accessories Collection. Berman Health and Media, Inc. has not experienced any
      product liability claims to date. Although we seek to limit our exposure to
      product liability claims by using certain provisions in licensing agreements
      and
      through our manufacturer’s, California Exotic Novelties, liability insurance,
      existing or future laws or unfavorable judicial decisions could limit or
      invalidate such provisions. 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,
      distracting to management and could result in substantial damages to us. In
      addition, the assertion of these claims, even if unsuccessful, could damage
      our
      reputation or that of our licensees or their products. This damage could limit
      the market for our products and services and harm our business, financial
      condition and results of operations.







20


**We
        may become involved in costly and time consuming litigation over malpractice
        or
        violation of Stark Laws.**


Hormone
      therapy has demonstrated risks, as found by the recent cessation of the Women’s
      Health Initiative launched by the National Institutes of Health in the United
      States. While full information and medical disclaimers are signed by all
      patients of the Company’s clinic, there is a risk that hormone therapy will be
      perceived to have some link to other illness and would generate potential
      liability for the clinic and its practitioners.





The
      medical portion of our affiliated businesses is subject to the Stark Laws in
      the
      United States regarding revenues and referrals. The Stark Laws generally apply
      to physicians who refer Medicare and Medicaid patients for specific services
      to
      entities with which they (or an immediate family member) have a financial
      relationship. There is the possibility that we will at some time be ruled in
      violation of the Stark Laws, which would have an adverse economic impact on
      us.
      Referrals and claims that violate the Stark Laws 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.





The
      medical portion of the business must be separated into a separate entity known
      as a professional corporation. We must maintain an appropriate arms-length
      relationship with various professional corporations that function around the
      Company (i.e., the practice). The Company is not licensed to practice medicine,
      but may be subject to review by the licensing boards in the state of Illinois.
      While the majority of clinic revenue is not derived from medical services,
      there
      is a risk that our relationships with medical professionals will be viewed
      as
      improperly maintained and that we will be found to be in violation of the
      corporate medicine doctrine.





Malpractice
      insurance maintained at the professional corporation level or the clinician
      level may not successfully cover the corporate entity and though the Company
      itself is not engaged in the practice of corporate medicine, it may be named
      in
      any potential malpractice suits, as well.





**The
      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 dating industry and may not be able
      to
      operate the business effectively.**





The
      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 the female sexual medicine industry. In addition, offering
      and developing an online dating site is a substantial departure from our current
      business of offering product development and services related to the female
      sexual medicine industry. The Company and our officers, directors and employees
      have no experience in developing, producing, pricing, marketing, selling or
      distributing online dating 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 dating 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.





**Legislative
      actions, higher insurance cost and potential new accounting pronouncements
      are
      likely to impact our future financial position and results of
      operations.**





There
      may
      potentially be new accounting pronouncements or regulatory rulings which will
      have an impact on our future financial position and results of operations.
      The
      Sarbanes-Oxley Act of 2002 and other rule changes as well as proposed
      legislative initiatives following the Enron bankruptcy are likely to increase
      general and administrative costs. In addition, insurers are likely to increase
      premiums as a result of high claims rates, which we expect will increase our
      premiums for insurance policies. Further, proposed initiatives are expected
      to
      result in changes in certain accounting rules, including legislative and other
      proposals to account for employee stock options as a compensation expense.
      These
      and other potential changes could materially increase the expenses we report
      under generally accepted accounting principles, and adversely affect our
      operating results.




21




**Changes
      in general economic conditions, especially interest rates and business cycles,
      may significantly affect our income and revenues.**





Any
      substantial deterioration in general political or economic conditions,
      particularly in the United States, may adversely affect our financial
      performance. The terrorist attacks that took place in the United States on
      September 11, 2001, along with the U.S. military campaign against terrorism
      in
      Iraq, Afghanistan and elsewhere and continued violence in the Middle East have
      created many economic and political uncertainties, some of which may materially
      harm demand for our products and services and our business and revenues. The
      long-term effects of these events on our industry, the market for our products
      and the U.S. economy as a whole are uncertain. The consequences of any
      additional terrorist attacks, or any expanded-armed conflicts are unpredictable,
      and we may not be able to foresee these events that could have an adverse effect
      on our markets or business.





**We
      may become involved in costly and time consuming litigation over misused or
      misinterpreted advice.**





A
      portion
      of our media, from radio to television to books and columns, 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.





**We
      may become involved in costly and time consuming litigation over clinical trials
      conducted at the Berman Center.**





Clinical
      trials conducted at the Berman Center carry with them inherent risk because
      of
      the experimentation on human subjects. While independent review board (IRB)
      approvals will be achieved before any clinical trial testing is done, the risk
      of litigation and malpractice claims is present.





**If
      our television shows fail to maintain a sufficient audience and if adverse
      trends develop in the television production business generally, that business
      could become unprofitable.**





Our
      television production business generates a growing portion of our revenues,
      but
      is subject to a number of uncertainties. 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. Public acceptance of particular programming is dependent upon,
      among
      other things, the content and quality of that programming, the strength of
      stations on which that programming is broadcast, promotion of that programming,
      the quality and acceptance of competing television programming and other sources
      of entertainment and information.




While
      Showtime Networks has approved the pilot for A More Perfect Union, it is not
      obliged to continue with the first season as a series. Showtime Networks is
      in
      the process of reviewing the pilot in order to determine if it will proceed
      with
      a 10-episode series. If Showtime Networks accepts the series, it will be under
      prearranged terms negotiated at the time of the pilot agreement.





In
      addition, television revenues and income may also be affected by a number of
      factors beyond our control. These factors include a general decline in broadcast
      television viewers, pricing pressure in the television advertising industry,
      strength of the stations on which our programming is broadcast, general economic
      conditions, availability of other forms of entertainment and leisure time
      activities and other factors. All of these factors may quickly change and these
      factors cannot be predicted with certainty. Accordingly, if these changes were
      to occur, the revenues we generate and anticipate generating from television
      programming could decline.





**We
      are reliant upon outside production companies to produce a successful television
      product, and we may not be able to control the final
      output.**




The
        nature of the entertainment business is such that we, to the extent that
        we are
        not in charge of production, are not necessarily in charge of the quality
        of the
        final output. Success of the entertainment product is contingent upon working
        with producers who provide quality services. We are reliant upon different
        production companies to produce a successful product; and those production
        companies may not succeed on any given project. Due to factors beyond our
        control, some of the media projects may not succeed in producing long-term
        revenue.


22


**Future
      acquisitions might dilute stockholder value, divert management attention or
      cause integration problems.**





As
      part
      of our business strategy, we might in the future acquire, businesses or
      intellectual property that we feel could complement our business, enhance our
      products and services or increase our intellectual property portfolio. If we
      consummate acquisitions through an exchange of our securities, our stockholders
      could suffer significant dilution. Acquisitions could create risks for us,
      including:




§
            unanticipated
                costs associated with the
                acquisitions;


§
            use
                of substantial portions of our available cash to consummate the
                acquisitions;


§
            diversion
                of management's attention from other business concerns;
                and


§
            difficulties
                in assimilation of acquired personnel or
                operations.




Any
      future acquisition, even if successfully completed, might not generate any
      additional revenue or provide any benefit to our business.





**We
      anticipate raising additional capital in the future.**





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 expand our business. Additional equity financing
      may
      be dilutive to the holders of our common stock, and debt financing, if
      available, may involve restrictive covenants. Moreover, 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 49.53% of our outstanding common stock prior to the exercise
      of
      any outstanding warrants and stock options. Acting together, these 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, the
      price of our common stock may be adversely affected.**




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. In addition, management’s
      assessment of internal controls over financial reporting at such 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.




23




**We
      may not be able to achieve the benefits we expect to result from the
      merger.**





There
      can
      be no assurance that any of the anticipated benefits of the recent merger of
      the
      Company and Berman Health and Media, Inc. will be realized. In addition, the
      attention and effort devoted to consummating and achieving the benefits of
      the
      merger 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.





**Standards
      for compliance with Section 404 of the Sarbanes-Oxley Act of 2002 are uncertain,
      and if we fail to comply in a timely manner, our business could be harmed and
      our stock price could decline.**





Rules
      adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002
      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. On March 2, 2005, the SEC extended the compliance
      dates for non-accelerated filers, as defined by the SEC, by one year.
      Accordingly, we believe that this requirement will eventually be applicable
      to
      us. 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. We may encounter problems or delays in completing activities
      necessary to make an assessment of our internal control over financial
      reporting. In addition, the attestation process by our independent registered
      public accountants is new and we may encounter problems or delays in completing
      the implementation of any requested improvements and receiving an attestation
      of
      our assessment by our independent registered public accountants. If we cannot
      assess our internal control over financial reporting as effective, or our
      independent registered public accountants are unable to provide an unqualified
      attestation report on such assessment, investor confidence and share value
      may
      be negatively impacted.





**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. 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. 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
      NASQAQ 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:




24




§
            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.




**Provisions
      of our certificate of incorporation and bylaws may delay or prevent a take-over
      which may not be in the best interests of our
      stockholders.**




Provisions
      of our certificate of incorporation and bylaws may be deemed to have
      anti-takeover effects, and may delay, defer or prevent a takeover attempt.
      In
      addition, certain provisions of the Delaware General Corporation Law also may
      be
      deemed to have certain anti-takeover effects.




**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. 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.
      We intend to register those securities with the Securities and Exchange
      Commission through a Form SB-2. 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. 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.






25




**Our
      common stock is considered to be a “penny stock.”**





Our
      common stock is considered to be a "penny stock" as it meets one or more of
      the
      following definitions. A stock is generally considered to be a penny stock
      if it
      meets one or more of the definitions in Rules 15g-2 through 15g-6 promulgated
      under Section 15(g) of the Securities Exchange Act of 1934, as amended. These
      include but are not limited to the following: (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 with net
      tangible assets less than $2.0 million, if in business more than a continuous
      three years, or with average revenues of less than $6.0 million for the past
      three years. The principal result or effect of being designated a "penny stock"
      is that securities broker-dealers cannot recommend the stock but must trade
      in
      it on an unsolicited basis.





**Broker-dealer
      requirements may affect trading and liquidity.**




Section
      15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2
      promulgated thereunder by the SEC require 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
      before effecting any transaction in a penny stock for the investor's
      account.




Potential
      investors in our common stock are urged to obtain and read such disclosure
      carefully before purchasing any shares that are deemed to be "penny stock."
      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 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
      do not foresee paying cash dividends in the foreseeable future.**





We
      do not
      plan to pay cash dividends on our stock in the foreseeable future.







26


**ITEM
        3. CONTROLS AND PROCEDURES**
  (a)
        Evaluation of disclosure controls and procedures
  As
        of
        June 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 June 30, 2005.


(b)
      Changes in internal control over financial
      reporting




On
      June
      3, 2005, we entered into an Agreement and Plan of Merger with Berman Health
      and
      Media, Inc. (formerly known as The Berman Center, Inc. and Berman Center, LLC
      ),
      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 (the “Merger”), 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. On June 16, 2005, the Merger
      became effective whereupon BHM became our wholly-owned subsidiary. Following
      the
      merger, the business conducted by our company is the business conducted by
      BHM
      prior to the Merger, and the officers and directors of BHM became the officers
      and directors of our company. Also as a result of the Merger, the internal
      control over financial reporting utilized by BHM prior to the Merger became
      the
      internal control over financial reporting of our company. This change in
      internal control over financial reporting occurred during our last fiscal
      quarter and has materially affected, or is reasonably likely to materially
      affect, our internal control over financial reporting.




Based
      on
      the evaluation of our management as required by paragraph (d) of Rule 13a-15
      or
      15d-15 of the Exchange Act, we believe that other than the change described
      above there were no changes in our internal control over financial reporting
      that occurred during our last fiscal quarter that have materially affected,
      or
      are reasonably likely to materially affect, our internal control over financial
      reporting.




27




**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**





This
      information was previously provided in Item 3.02 of our Current Report on Form
      8-K filed with the Securities and Exchange Commission on June 22,
      2005.




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




None.





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





On
      June
      3, 2005, we entered into an Agreement and Plan of Merger with Berman Health
      and
      Media, Inc. (formerly known as The Berman Center, Inc. and Berman Center, LLC
      ),
      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 (the “Merger”), 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. Upon the effectiveness of the
      Merger, which was on June 16, 2005, BHM became our wholly-owned
      subsidiary.





BHM
      was
      originally 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, we changed the name of The Berman Center, Inc. to Berman
      Health and Media, Inc.





In
      May
      2005, BHM began offering for sale (the “Offering”) through Hunter World Markets,
      Inc. on a “best efforts” basis units of its common stock and warrants (the
“Units”), each consisting of (i) two shares of its common stock, (ii) one
      three-year warrant exercisable into one share of its common stock at an exercise
      price of $1.05 and (iii) one three year warrant exercisable into one share
      of
      its common stock at an exercise price of $1.575. The price per Unit was $1.05.
      On June 16, 2005, concurrently with the closing of the Merger, BHM sold
      2,952,381 Units to investors pursuant to the Offering, and we assumed the common
      stock and warrants that were issued in the Offering pursuant to the terms of
      the
      Agreement and Plan of Merger.





On
      April
      5, 2005, the members of the Berman Center, LLC approved the Merger and Offering
      through the execution of a Written Consent of a Majority-in-Interest of the
      members of Berman Center, LLC pursuant to the terms and provisions of the
      operating agreement of Berman Center, LLC. On June 3, 2005, stockholders holding
      approximately 98% of our issued and outstanding shares of common stock on such
      date approved the Merger and entered into the Agreement and Plan of Merger.





28




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





None.




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





(a)
      Exhibits




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




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





29





**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)August
              22, 2005
            By:
            /s/ Samuel
              ChapmanSamuel
                Chapman
              Chief Executive Officer and
              Chairman of the Board
              (Principal Executive
                Officer)






30