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CORRESP
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filename1.htm

      Unassociated Document

             October 19, 2005
            Jeryl
              A. Bowers

              310.552.5021
Fax:
                310.552.5001
jbowers@klng.com

    Via
      Edgar and Facsimile (202) 772-9217

    Jeffrey
      P. Riedler

    Assistant
      Director

    Division
      of Corporate Finance

    Securities
      and Exchange Commission

    450
      5th
      Street, N.W.

    Washington
      D.C. 20549

            Re

              Berman
                Center, Inc.

                Amendment
                  No. 1 to Form SB-2 (File No.
                  333-126387)

    Dear
      Mr.
      Riedler:

    On
      behalf
      of Berman Center, Inc., a Delaware corporation (the “Company”), we hereby
      transmit for filing pursuant to Rule 101(a) of Regulation S-T, Amendment No.
      1
      to the Company’s registration statement on Form SB-2 (File No. 333-126387) (the
“Registration Statement”) filed on July 5, 2005. Under separate cover via
      courier, we are also sending courtesy copies of this letter and the Amendment,
      which is marked to show changes from the Form SB-2 filed with the Securities
      and
      Exchange Commission (the “Commission”) on July 5, 2005, to you and each of the
      following members of the staff: Mary K. Fraser, Joseph Roesler, Joel Parker,
      and
      Suzanne Hayes. We have been advised that changes in the Registration Statement,
      as submitted herewith in electronic format, have been tagged.

    The
      following consists of the Company’s responses to your comment letter dated
      August 1, 2005. For the convenience of the staff, each comment is repeated
      verbatim with Company’s response immediately following.

    General

              l.

              Comment:
                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.

                Response: Pursuant
                  to our conversations with the management of the
                  predecessor company, the management spoke with the Commission and
                  the
                  Commission indicated that if the Company filed a Form 10-SB, the
                  Commission would consider it to be current in its periodic filings
                  upon
                  effectiveness of the Form 10-SB. The Company filed a Form 10-SB
                  (File No.
                  000-19562) on July 5, 2005, which automatically went effective
                  on
                  September 5, 2005.

    Prospectus
      Summary - page 3

              2.

              Comment:
                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.

              Response:
                We
                note your comment and have revised the disclosure under the heading
“The
                Company” to address your comment and have provided more details regarding
                the Company’s business operations and sources of
                revenue.

      Mr.
        Jeffrey P. Riedler

      October
        19, 2005

      Page
        2

              3.

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

              Response:
                We
                note your comment and have revised the disclosure
                accordingly.

              4.

              Comment:
                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.

              Response:
                We
                note your comment and have revised the summary accordingly.

              5.

              Comment:
                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 examine patients
                and
                prescribe medications. We may have further comments.

              Response:
                We
                note your comment and have expanded our disclosure under the heading
“The
                Company” to describe, among other things, the Company’s clinical staff and
                hormonal management clinic.

              6.

              Comment:
                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.

              Response:
                We
                note your comment and have omitted the terms “diversified media platform”
                and “female sexual health and relationship
                expert.”

        Mr.
          Jeffrey P. Riedler

        October
          19, 2005

        Page
          3

    Recent
      Developments - page 4

              7.

              Comment:
                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.

              Response:
                We
                note your comment and have revised the disclosure
                accordingly.

              8.

              Comment:
                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.

              Response:
                We
                note your comment and have revised the footnote to clarify the disclosure.
                The warrants referenced in the footnote have been issued and are
                held by
                the selling stockholders as set forth in the Selling Stockholders
                table.

    Risk
      Factors - page 6

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

              9.

              Comment:
                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.

              Response:
                We
                note your comment and have revised the disclosure to expand our disclosure
                regarding losses, expenses and source of funding. While the Company
                is
                unable to quantify with certainty the projected increase in its future
                expenses, we have included disclosures regarding the type of expenses
                the
                Company will likely encounter in the future as related to an increase
                in
                its future expenses.

              10.

              Comment:
                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.

              Response:
                We
                note your comment and have replaced the
                terms.

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

                11.

                Comment:
                  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.

                Response:
                  We
                  note your comment and have revised the risk factor
                  accordingly.

        Mr.
          Jeffrey P. Riedler

        October
          19, 2005

        Page
          4

    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.

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

              Response:
                We
                note your comment and have revised the risk factor to include information
                regarding the Company’s key life insurance on 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.
      - page
      7

              13.

              Comment:
                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.

              Response:
                We
                note your comment and have revised our disclosure to more clearly
                identify
                the market that we are referring to in the risk factor and describe
                the
                Company’s market research.

              14.

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

              Response:
                We
                note your comment and have revised the risk factor to indicate, among
                other things, that we cannot predict the growth, if any, of the markets
                for our products and services.

              15.

              Comment:
                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.

              Response:
                We
                note your comment and have revised the risk factor to discuss the
                Company’s products and services. We discuss the Company’s relationship
                with its licensees, including material terms of licensing agreements,
                under a separate risk factor entitled on “Product liability claims could
                expose us….”

        Mr.
          Jeffrey P. Riedler

        October
          19, 2005

        Page
          5

              16.

              Comment:
                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. P1ease expand the disclosure to id