SecProbe.io

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Mail Stop 6010

									December 2, 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/A-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 your response to comment 1.  The effectiveness of your
Form 10-SB does not result in you being current in your periodic
filing obligations.  The only way for you to become current is to
file all the delinquent periodic reports.  Please revise your
registration statement to explain that you are a delinquent filer
and
to explain the consequences of being a delinquent filer.

Prospectus Summary - page 3

2. The revised disclosure continues to describe the activities you
hope to engage in in the future as if they are your current
business.
For example, the first sentence under "The Company" states that
you
"are a multimedia enterprise specializing in women`s health,
active
across the domains of radio, television, and print media,
including
books, magazines and newspapers."  However, 60% of your revenue
during 2004 and 83% of your revenue to date in 2005 comes from
"clinical services" and none of your revenue has come from radio,
television or print media.  Please revise the disclosure to
clearly
distinguish the specific business activities you are currently
engaged in from those you hope to engage in in the future.   Also,
as
we previously requested, 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.  Currently, the disclosure
does
not identify any impediments that could keep you from achieving
your
goals.

3. Currently your disclosure contains industry jargon and acronyms
that are not likely to be familiar to your readers.  Please delete
the terms "premier name,"  "multi-faceted platform,"
"vasodilators,"
"SSRI`s" and "SNRI`s."  If the term "phlebotomy" is necessary to
the
discussion of what your employees do, explain what it refers to.

4. Please expand the second paragraph to disclose the amount of
your
losses since 2003 and the reasons for the decrease in your
revenues
from 2004 to the present.

5. Since it does not appear that you have recognized any revenue
from
seminars and conferences since June 30, 2004, it is unclear why
you
are highlighting these activities in the summary.  Please
eliminate
the inference that you are currently receiving revenue from a
continuing medical education course.  Please also delete the names
of
the hotels you have held the course at in the past and where you
will
hold the course in the future.  This is not the kind of
information
that belongs in the summary.  Please make similar revisions to the
discussion of your research activities since you also have not
received revenue from these activities in the current year.

6. Please revise the fourth paragraph to clarify whether you have
received any revenue to date from the television production
business
	and disclose when you will receive the production fees
generated
and who will pay them to you.  Indicate whether the fees are
guaranteed, or whether the series can be cancelled at any time.
Please file your agreement with View Film as an exhibit to the
registration statement.

7. Your description of the financial terms of the agreement with
Showtime is not consistent with the provisions contained in the
copy
of the letter included as an exhibit to the registration
statement.
The exhibit indicates that Showtime will pay View Film, not Berman
Center, $375,000 per episode, and that you are entitled to a
percentage of this fee.  Please revise the disclosure accordingly.
Also, it is unclear whether you have financial obligations under
your
agreement with View Film.  If so, you should quantify the
disclosure
and briefly discuss what your financial obligations are.

8. Please revise the next to last paragraph under "Our Company" to
clarify whether you have actually received any revenues to date
from
books authored by Dr. Berman, and whether you or Dr. Berman will
receive the "final advanced payment" in January 2006.  In this
regard, we also note that the "$71,000 figure included in the
registration statement is inconsistent with the figure included in
the agreement with Hyperion.  Please revise or advise.

9. Please update the information in the last paragraph under "Our
Company."

Risk Factors - page 6

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

10. Please expand the risk factor to discuss the reasons for the
decrease in revenues from 2004 to the present.

11. On page 36 you disclose that you are losing approximately
$200,000 per month and that you intend to use approximately
$500,000
in annual salaries for additions to your staff.  Please include
this,
and the other material information discussed on page 36, in the
risk
factor.  The revised risk factor disclosure should also identify
what
the "contingency plan" is.

12. The second paragraph of this risk factor appears to be
discussing
a different risk from that described in the subheading and the
first
paragraph.  Please present it under an appropriate subheading of
its
own and quantify the disclosure to the extent practicable.   You
need, for example, to discuss the amounts of funds you will need,
the
purposes to which you will put the funds and the anticipated
source
of those funds.  You also need to address your specific plans for
overcoming your "going concern" issues.

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

13. Please disclose the proportion of your revenue attributable to
each of your activities for the year to date.  In this regard,
although the fifth sentence refers to revenues "from the date of
inception," it appears that you may actually be referring to the
first six months of 2005.

14. In the fifth sentence of the risk factor, you refer to revenue
from "media activities.  Please replace this phrase with the word
"advertising."

15. Please revise the remainder of the risk factor to briefly
describe who the parties are to the agreement with Showtime, what
your agreement with View Film is, and your financial rights and
obligations under the relevant agreements.

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

16. We have reviewed your response to comment 13, but we still do
not
understand what you mean when you say that the market for your
products and services is at an "early stage."  You have stated
that
your services include talk therapy, medicine, as practiced by
physicians and nurse practitioners, phlebotomy and serum and
saliva
testing services, nutritional testing and yoga classes.  As many
of
these services do not appear to be new, its unclear why the market
for these services is at an early stage.

17. In the same comment, we asked you to disclose whether you had
conducted market research to analyze the market for your products
and
services, and if so, to discuss the results of the research.  The
risk factor now refers to "the latest population research." Please
be
more specific about the research you are referring to.  Provide us
with documentation describing this research.  The documentation
should be marked to show the location of the information you are
relying on.  Additionally, revise the discussion to identify the
party that performed this research.  In the alternative, delete
the
reference to this research.

18. In comment 16 we asked you to discuss what your marketing and
sales efforts would 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.  Your response
does
not address these issues.  Please revise as we previously
requested.
Additionally, these plans should be discussed in greater detail in
the "Management`s Discussion and Analysis of Financial Conditions
and
Results of Operations" and "Business" sections.

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

19. We have considered your response to comment 18.  The revised
risk
factor continues to be too generic and abstract to be meaningful.
Be
specific about what "intellectual property" and "rights" you are
referring to as well as who the "licensors" are.

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

20. We have considered your response to comment 22, but the
information in this risk factor continues to be very vague and
generic.  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.

Our future capital needs are uncertain... - page 11

21. Please relocate this risk factor so that it appears at the
beginning of the list with the other risk factors related to your
financial condition.

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. - page 13

22. We are unable to locate the information you say you added in
response to comment 59.  Please clearly disclose that these
provisions may also result in the entrenchment of management.

We have never paid any dividend and we do not intend to pay
dividends
in the foreseeable future. - page 14

23. Please revise to clearly state that investors might not be
able
to resell tgheir sharfes at or above the price they paid for them.

Selling Security Holders - page 15

24. Please add another column to the table to disclose the
percentage
of outstanding shares owned by the selling shareholders.

25. For each footnote in which an individual disclaims beneficial
ownership of securities "except to the extent of his proportionate
pecuniary interest therein," disclose the amount of such pecuniary
interest.

Business - page 19

26. On page 19, please disclose when the medical education courses
will be offered.

27. As noted earlier, the fee you will receive for each television
episode appears to be a percentage of the $375,000.  Please revise
or
advise.

28. We note your response to comment 72.  However, it is still
unclear whether you have to date received any revenues from any of
Dr. Berman`s activities.  Please revise each of the subsections
that
discuss Dr. Berman`s activities to clarify that the revenues from
these activities go to your company and explain whether these
revenues will continue to go to your company if Dr. Berman
terminates
her employment.  For example, do you get paid for Dr. Berman`s
columns in the Chicago Sun-Times or does Dr. Berman receive this
revenue?  If you receive them, where in your financial statements
is
the revenue located?  Your disclosure here and elsewhere should
clearly disclose when you began, or will begin, receiving these
revenues.  It should also disclose any costs/expenses you incur,
or
are obligated to incur, in regard to generating these revenues.
For
example, Dr. Berman`s contract with Hyperion indicates that she
can,
at her own expense, hire a writer to write, or assist her, in
writing
her book.  We also note that you have employed a writer to do this
for Dr. Berman.  However, there is no discussion of the costs
involved in regard to any of these agreements.  Please revise the
disclosure accordingly.

Revenue by Activity - page 20

29. Please replace the reference to "Radio/Media" with the word
"advertising."

30. Discuss the reasons for the decrease in revenue from 2004 to
2005.

Radio - page 20

31. We note your response to comment 75.  However, you have not
included a description of the material terms of the company`s
financial relationship with UBC Radio.  Also explain how the
company
earns revenue from radio advertising.

32. It appears from the discussion under "Corporate Relationships"
on
page 23 that all of your advertising revenue in 2005 has come from
a
single company, Summer`s Eve.  Your reliance on a single
advertiser
is material information to investors and should be appropriately
disclosed and discussed at the relevant places in the registration
statement.  Also, please include a risk factor addressing your
reliance on a single advertiser, or tell us why you think this is
not
a material risk.

The Clinic Process - page 23

33. You state that Dr. Berman is an Assistant Clinical Professor
of
OBGYN and Pschiatry at Northwestern University.  However, her
employment agreement states that she will devote 100% of her
attention to the company`s business.  It is unclear how she can be
a
professor and still devote her full attention to the company`s
business.  Please reconcile these statements.  Also, disclose how
much she is paid by the University and who receives her salary.

Research and Clinical Trials - page 26

34. Please refer to the first paragraph under this heading.  It
does
not appear that the research discussed was conducted at the Berman
Center.  In addition, the last sentence of the paragraph refers to
"ongoing" research projects although disclosure elsewhere
indicates
that you have not been engaged in any research projects since 2004
and have no arrangements to conduct any in 2006.  Please explain.

Continuing Medical Education Courses - page 26

35. Although you indicate that the course is conducted annually,
we
note that you have, to date, only conducted it once in 2004.
Please
discuss why it was not held in 2005.

Growth Strategies - page 26

36. You say that the satellite centers you intend to open will be
"wholly owned and managed by the existing team."  Please explain
why
you will not own them, and who the owners will actually be.  Also
describe your financial arrangements with the "existing team."
Disclose when the satellite locations will open and how many
employees will staff them.

Legal Environment and our Relationship with Physicians- page 28

37. Please tell us why, in the absence of a written agreement with
Dr. Locker regarding his relationship to the company, you believe
that you are in compliance with the Stark requirements and the
relevant provisions of Illinois law discussed in the risk factor
section.

Directors, Execu