SecProbe.io

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Mail Stop 6010

									August 1, 2005

Samuel P. Chapman
Chief Executive Officer
Berman Center, Inc.
211 East Ontario - Suite 800
Chicago, Illinois  60611

Re:  	Berman Center, Inc.
Form SB-2 Registration Statement
	File No. 333-126387

Dear Mr. Chapman:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note that your predecessor stopped filing periodic reports
after it filed its September 30, 1996 Form 10-QSB.  It does not
appear that your predecessor filed a Form 15.  Please tell us why
your predecessor stopped filing its periodic reports and why you
are
not considered to be delinquent in your filings.

Prospectus Summary - page 3

2. The information included under the heading "The Company" is too
vague and generic to be meaningful.  Please revise it to briefly
describe the specific business activities you are currently
engaged
in, as well as the activities you hope to engage in in the future.
It is currently unclear what products and services the company
offers, or how you make money.  The revised disclosure should
clearly
indicate how you earn revenue and where it comes from.  It should
be
more specific about your plans for the future, including the
amount
and source of funds you will use for your new business activities.
The presentation should also be balanced, including a brief
discussion of any impediments that could keep you from achieving
your
goals.

3. Please revise the second sentence to indicate that Dr. Berman
has
a Ph.D. in social work  and is not a physician.

4. It is unclear why you think the location and size of your
facility
is so significant to an investment in your company that you
mention
it in the summary.  Please explain.

5. The use of words such as "clinic," "health" and "Dr." and the
statement that your facility is near Northwestern Memorial
Hospital
suggest that this is a medical facility.   We note, however, that
Dr.
Berman is not a physician, and there do not appear to be any
physicians on your staff.  Please be more specific about who your
"clinic staff" consists of.  If there are physicians, explain
their
relationship to the company.  Also, explain what a "full-scale
hormonal management clinic, counseling center and sexual function
testing center" does.  The use of this terminology, particularly
the
reference to hormonal management, suggests that you provide
medical
treatments and prescribe drugs for medical conditions.  You also
indicate, on page 23, that you prescribe vasodilators, bio-
identical
hormones, SSRI`s and SNRI`s and other medications for your
patients.
Please explain who at your clinic has the medical authority to
exam
patients and prescribe medications.  We may have further comments.

6. The phrase "diversified media platform" is jargon.  Please
replace
the phrase with a clear description of the activities encompassed
by
the phrase.  Please also be more specific about what Dr. Berman`s
reputation as a "female sexual health and relationship expert" is
based on.

Recent Developments - page 4

7. Please revise the disclosure to clarify whether the May 2005
offering has closed or is continuing.   State whether the shares
being registered for resale were sold in that offering, and if so,
how many.

8. Footnote 1 indicates that you have registered for resale shares
of
common stock underlying warrants that "are issuable to certain of
the
selling security holders."  Please tell us who these security
holders
are, how many shares are involved and describe the  circumstances
under which the warrants will be issued.  In addition, please
provide
us with your legal analysis of why it is appropriate to register
these shares prior to issuance of the warrants.  We may have
additional comments after reviewing your response.

Risk Factors - page 6

We have a history of losses and we anticipate that our expenses
will
dramatically increase... - page 6

9. Please clarify what the relationship is between the registrant,
Berman Center, Inc., and Berman Health and Media, Inc.  Quantify
the
amount of your losses and the amount that you anticipate your
expenses will increase in the future.  Also identify where you
anticipate obtaining the funds you will need and what you will
need
the funds for, as well as what will happen if you are unable to
obtain them.

10. Terms such as "leverage our media platform" and "female sexual
medicine industry" are too vague and generic to be meaningful to
an
investor.  Please replace the terms with plain English
explanations
of what the terminology refers to.

Our historical financial information does not reflect our current
primary business strategy for achieving revenue growth. - page 6

11. Please revise the risk factor to identify the number of years
Berman Health and Media, Inc. has been in business, the percentage
of
revenue attributable to clinic patients and the percentage
attributable to each of the other products and services provided.
Also, discuss your anticipated timelines for introducing new
products
and services, and clarify the relationship between Berman Health
and
Media and the company.

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. - page 7

12. Do you have a key person life insurance policy covering Dr.
Berman?  If you do not, please disclose that information here.

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. - page 7

13. Please revise the first paragraph of the risk factor to
clearly
explain what you mean when you say that the market for your
products
and services is at an early stage, identifying the specific
products
and services you are referring to.  Disclose whether you have
conducted market research to analyze the market for your products
and
services.  If so, discuss the results of the research.   If not,
explain why you believe there is a market for the products and
services.

14. Explain why you cannot predict the timing of your product and
service introductions.

15. In the second paragraph you refer to your licensees` products
and
services.  This is the first reference to licensees in your
document
and readers will not know what you are referring to.  Please
revise
the risk factor to provide an adequate factual context for
understanding the risk.  Disclose the products and services you
have
licensed and who you have licensed them to.  Briefly discuss the
material terms of your arrangements with your licensees.  The
material terms of these agreements should be discussed in greater
detail in the Business section.

16. You say that you expect to pursue "extensive and expensive
marketing and sales efforts" to educate prospective institutions
about the uses and benefits of your products and services.
Please
expand the disclosure to identify the institutions you are
referring
to.  Also, briefly discuss what the marketing and sales efforts
will
entail, who will carry them out, how much they will cost, the
source
of the funds you will use, and the timelines you anticipate in
carrying out these activities.

17. Please explain, in plain English, what you mean when you say
that
"if these institutions are unwilling to budget for such products
and
services or reduce their budgets as a result of...we may not be
able
to achieve widespread adoption of our products and services at a
satisfactory rate."

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. - page 7

18. The information in this risk factor is so vague and generic
that
it applies to any company in any industry.  Please revise it to
discuss your particular situation.

19. Please identify the "specialty" you are referring to in the
first
sentence.  Please also identify the specific intellectual property
and licenses you are referring to.

20. Please identify the steps you have taken to protect your
intellectual property.

We might be unable to recruit or retain necessary personnel, which
could slow the development and deployment of our products. - page
7

21. The information in this risk factor is also too vague and
generic
to be informative.  Please revise it to include an adequate
factual
context for evaluating the risk.  For example, identify the types
and
numbers of key personnel you need to hire and explain how you plan
to
compete for them.  Also disclose whether you have had difficulties
hiring such persons to date.  In this regard, we also note that
you
have disclosed elsewhere in the prospectus that you have layed off
or
otherwise terminated a number of employees in the recent past do
to
your financial condition.  We think you need to address this
situation in your risk factor as well.

We project rapid growth and change in our business and our failure
to
successfully manage this change could harm our business. - page 8

22. The information in this risk factor is very vague and generic
and
applies to every company in every industry.  Please revise it to
describe a risk and consequences that are specific to you and your
situation.  What is your "projection" based on?  What time period
are
you referring to?  What kinds of growth are you referring to?
What
sorts of management skills are required in this situation and do
you
currently have personnel with those skills?  Please revise your
risk
factor accordingly.

Product liability claims could expose us to losses and could be
time-
consuming and costly to defend. - page 8

23. We note the reference in the first sentence to the "Berman
Center
Intimate Accessories Collection."  This is the first mention of
the
collection in this document and readers will not know what you are
referring to.   Please explain what is contained in this
collection,
disclose how long you have been selling them, and specifically
state
whether you carry liability insurance to cover such claims.  If
so,
disclose the amount of the coverage.

24. You state that you seek to limit your exposure to product
liability claims by using "certain provisions in licensing
agreements" and through your manufacturer`s liability insurance.
Please briefly describe what these provisions are.

25. You say that existing or future laws or unfavorable judicial
decisions could limit or invalidate such provisions.  Please
expand
the risk factor to discuss the existing laws and judicial
decisions
that could limit or invalidate such provisions.  We may have
additional comments after reviewing your response.

We may become involved in costly and time consuming litigation
over
malpractice or violation of Stark Laws. - page 8

26. Please revise your risk factor to explain what "Stark Laws"
are
and why they apply to you.  Do you accept Medicare and Medicaid
patients?  If so, describe the services and products you provide
that
are reimbursable by these programs.  Also, the law applies to
physicians, so it is unclear how it applies to the company.
Please
revise your risk factor accordingly.

27. It is unclear what information you are trying to convey in the
first paragraph of the risk factor.  For example, readers are not
likely to know what you are referring to by your reference to the
cessation of the Women`s Health Initiative launched by the
National
Institutes of Health in the United States.   This initiative
appears
to be ongoing.  Please revise your disclosure to be specific about
what was stopped, why it was stopped, and what the "demonstrated
risks" are.

28. Your revised risk factor should also explain what hormone
therapy
consists of, why it is prescribed, and the alternative that are
available.

29. Please specifically indicate whether you carry insurance to
cover
any claims that might result from the provision of this therapy.

30. Please separate your discussion of hormone therapy from the
remainder of this risk factor and present it under its own
specific
subheading.

31. Please explain what you mean by your reference to "full
information and medical disclaimers."  You should also address the
legal validity of such disclaimers if a claim is made against the
company.

32. The information in the third paragraph should also be
presented
as a separate risk factor under an appropriate subheading.

33. The prospectus does not appear to contain any discussion of
your
relationships with any professional corporations, and we do not
understand what you are referring to when you state that such
corporations "function around the Company (i.e., the practice)."
Please include a detailed discussion in the "Business" section of
the
prospectus and a brief summary here.  In addition, please include
an
organizational diagram that shows the company, its subsidiaries
and
any related or affiliated entities.  The diagram should be
accompanied by a narrative that explains the basis of the
relationships and any other information necessary to understand
how
the company is organized.   We may have further comment after we
review your response.

34. Your revised risk factor, and the "Business" section, should
describe what the "medical portion" of the business consists of.
Identify any professional corporation(s) that are related or
affiliated with the company, or provide services on behalf of the
company, and describe, briefly, the terms of any agreements with
them.  Also, explain how your arrangements constitute an "arms-
length" relationship.

35. Your revised risk factor should explain why the company might
be
subject to review by the licensing boards in the state of
Illinois,
identifying the applicable boards and what the potential adverse
consequences of such a review might be.  It should also explain
what
the "corporate medicine doctrine" is.

36. You state that the majority of clinic revenue is not derived
from
medical services.  Please disclose what it is derived from, and
the
portion attributable to medical services.  Also explain how the
amount of revenue from medical services relates to the question of
whether your relationships with medical professionals will be
viewed
as "improperly maintained."

The Company and our officers, directors and employees have limited
experience in marketing, licensing and selling the products and
services offered by our clinic,... - page 8

37. Please explain what the term "female sexual medicine industry"
means.

Legislative actions, higher insurance cost and potential new
accounting pronouncements are likely to impact our future
financial
position and results of operations. - page 9

38. In the third sentence you state that insurers are likely to
increase premiums as a result of high claims rates, which you
expect
will increase your premiums.  It is unclear what you are referring
to.  Please identify the specific kind(s) of insurance at issue.
Have you experienced high claims ra