UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

__________________

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TO to ~~SECTION~~ Section 13 ORor 15(d) of the Securities Exchange Act of 1934

~~SECURITIES EXCHANGE~~Date ~~ACT~~of OFReport ~~1934~~(Earliest Event Reported): June 18, 2008

~~Date of Report~~Berman Center, Inc. (~~Date~~Exact name of ~~Earliest~~registrant ~~Event~~as ~~Reported):~~specified ~~May~~in ~~24,~~its ~~2007~~charter)

BERMAN CENTER, INC.

Delaware	0-19562	58-1865733
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

211 East Ontario, Suite 800 Chicago Illinois		60611
(Address of principal executive offices)		(Zip Code)

~~(Exact Name~~Registrant’s oftelephone ~~Registrant~~number, asincluding ~~Specified~~area incode: ~~Charter~~(312) 255 8088

Delaware	0-19562	58-1865733
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

	N/A
	(Former name or former address, if changed since last report)

211 East Ontario, Suite 800, Chicago Illinois	60611
(Address of principal executive offices)	(Zip code)
Registrant’s telephone number, including area code:	(312) 255-8088

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (See General Instruction A.2 below):

~~(Former Name~~¨ orWritten ~~Former~~communications ~~Address,~~pursuant Ifto ~~Changed~~Rule ~~Since~~425 ~~Last~~under ~~Report~~the Securities Act (17 CFR 230.425)

~~Check the appropriate~~¨ ~~box~~Soliciting ~~below~~material ifpursuant ~~the~~to ~~Form~~Rule 814a-K12 ~~filing~~under ~~is intended to simultaneously satisfy~~ the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant under any of the following provisions:~~240.14a-12)

~~o Written~~ ¨ Pre-commencement communications pursuant to Rule ~~425~~14d-2(b) under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14d-2(b))

~~o Soliciting material~~¨ Pre-commencement communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

~~o Pre-commencement communications~~Item ~~pursuant~~2.04 toTriggering ~~Rule 14d-2(b)~~Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under ~~the~~an ~~Exchange Act (17 CFR 240.14d~~Off-~~2(b))~~Balance Sheet Arrangement.

oThe ~~Pre~~ information under Item 1.01 in the Current Report on Form 8-~~commencement communications~~K ~~pursuant~~filed toby ~~Rule~~Berman ~~13e-4~~ Center, Inc. (cthe “Company”) ~~under~~with the Securities and Exchange ~~Act~~Commission (on December 17 ~~CFR 240~~, 2007 is incorporated herein by reference.~~13e-4(c))~~

~~Item~~On ~~1.01 Entry~~ June ~~into~~ 18, a2008, ~~Material~~the ~~Definitive~~Company ~~Agreement~~received notice from Hunter Fund that it has not received payment due under the Secured Promissory Note, dated March 7, 2007, as amended on each of May 24, 2007, July 9, 2007, August 16, 2007, and November 27, 2007, and that an Event of Default (as defined in the Secured Promissory Note) has occurred as of May 1, 2008.

~~Amendment to~~Item ~~Secured~~9.01 ~~Convertible~~Financial ~~Promissory~~Statements ~~Note~~and Exhibits.

On May 24, 2007, Berman Center, Inc. (the “Company”) executed Amendment No. 1 to Secured Convertible Promissory Note originally entered into on March 7, 2007 (the “Amended Note”), which is attached hereto as Exhibit 10.1, in favor of Hunter Fund LTD (“Hunter Fund”), pursuant to which Hunter Fund agreed to lend an additional amount of $60,000 to the Company.

The terms of the Amended Note provide that, among other things:

(i) the Amended Note shall be secured by all of the assets of the Company and its wholly-owned subsidiary Berman Health & Media, Inc. (“BHM”),

(ii) the additional amount covered by the Amended Note is payable in one installment on October 5, 2007 with an interest rate per annum of 15% accruing as May 24, 2007,

(iii) the Amended Note may be converted into common stock of the Company at a per share conversion rate of the lesser of (i) 50% of the weighted average closing price of the Company’s common stock during the thirty 30 trading days immediately preceding the date of conversion or (ii) $0.25 per share, and

(iv) Hunter Fund shall have demand and piggyback registration rights for the shares of the Company’s common stock that are issuable upon conversion of the Amended Note.

The Company also agreed to pay a placement fee equal to $10,000 to Hunter World Markets, Inc. and issue an aggregate of 213,333 shares of the Company’s common stock to Hunter World Markets, Inc. and/or its designees. The Company also paid amounts due to its legal counsel in the amount of approximately $19,000 from the proceeds of the Amended Note. After payment of the foregoing fees and expenses, the Company received a disbursement of approximately $31,000 in connection with the Amended Note.

The securities will be issued to in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, and/or Rule 506 promulgated thereunder.

If the Company fails to make payments under (i) the Amended Note or (ii) that Secured Convertible Note in favor of Hunter Fund originally entered into on March 7, 2007 for $225,000 or (iii) that other Secured Convertible Note in favor of Hunter Fund pursuant to which Hunter Fund agreed to lend the principal amount of $200,000 dated October 6, 2006 or (iv) otherwise comes into default, Hunter Fund may exercise its rights to seize all of the assets of the Company, which would have a material adverse effect on its business and could cause it to declare bankruptcy.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information under Item 1.01, above, is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information under Item 1.01, above, is incorporated herein by reference.

Item 9.01. Exhibits.

(d)

Exhibits

Exhibit Number		Description
10.1		~~Amendment No. 1 dated May 24, 2007 to~~ Secured Convertible Promissory Note dated March 7, 2007 by and between the Company and Hunter Fund LTD (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2007).
10.2		Amendment No. 1 dated May 24, 2007 to Secured Convertible Promissory Note dated March 7, 2007 by and between the Company and Hunter Fund LTD (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 31, 2007).
10.3		Amendment No. 2 dated July 9, 2007 to Secured Convertible Promissory Note dated March 7, 2007 by and between the Company and Hunter Fund LTD (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2007).
10.4		Amendment No. 3 dated August 16, 2007 to Secured Convertible Promissory Note dated March 7, 2007 by and between the Company and Hunter Fund LTD (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 22, 2007).
10.5		Amendment No. 4 dated November 27, 2007 to Secured Convertible Promissory Note dated March 7, 2007 by and between the Company and Hunter Fund LTD (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2007).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this ~~report~~Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 31, 2007	BERMAN CENTER, INC.
	BERMAN CENTER, INC.
	By:	/s/ Carlos Bernal
Date: June 23, 2008	By:	/s/ Laura Berman
	Name	Carlos Bernal
		Laura Berman
	Title:	Chief Financial Officer
		Chief Executive Officer and President

EXHIBIT INDEX

Exhibit Number		Description

10.1		Secured Convertible Promissory Note dated March 7, 2007 by and between the Company and Hunter Fund LTD (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2007).
10.2		Amendment No. 1 dated May 24, 2007 to Secured Convertible Promissory Note dated March 7, 2007 by and between the Company and Hunter Fund LTD (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 31, 2007).
10.3		Amendment No. 2 dated July 9, 2007 to Secured Convertible Promissory Note dated March 7, 2007 by and between the Company and Hunter Fund LTD (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2007).
10.4		Amendment No. 3 dated August 16, 2007 to Secured Convertible Promissory Note dated March 7, 2007 by and between the Company and Hunter Fund LTD (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 22, 2007).
10.5		Amendment No. 4 dated November 27, 2007 to Secured Convertible Promissory Note dated March 7, 2007 by and between the Company and Hunter Fund LTD (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2007).

Exhibit Index

Exhibit Number		Description
10.1		Amendment No. 1 dated May 24, 2007 to Secured Convertible Promissory Note dated March 7, 2007 by and between the Company and Hunter Fund LTD.

Filing Compare · BERMAN CENTER, INC.