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Novo Networks, Inc.

6440 North Central Expressway, Suite 620

Dallas, Texas 75206

May 27, 2005

Confidential
Treatment Requested By Novo Networks, Inc.

Confidential Portions of
this Document have been Redacted and have been Separately
filed with the Commission.

BY EDGAR SUBMISSION

Mr. Larry Spirgel

Assistant Director

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    Novo Networks, Inc.’s Form 10-K for the Year Ended June 30, 2004, Filed September 24, 2004

    Novo Networks, Inc.’s Form 8-K/A Dated February 18, 2005, Filed May 9, 2005, File No. 0-28579

Dear Mr. Spirgel:

     This letter is in response to your correspondence of May 17, 2005, delivered via U.S. Mail and
facsimile, to Richard B. Berliner, Chief Executive Officer of Novo Networks, Inc. (the “Company”).
Set forth below are the supplemental responses of the Company, regarding both the Annual Report on
Form 10-K (the “Annual Report”) that was filed with the Securities and Exchange Commission (the
“Commission”) on September 24, 2004, and the Current Report on Form 8-K/A (the “Current Report”)
that was filed with the Commission on May 9, 2005, to report the Company’s acquisition (the
“Acquisition”) of substantially all of the assets and liabilities of Berliner Communications, Inc.
(“Berliner”). Collectively, the Annual Report and the Current Report are referred to as the
“Filings”.

September 24, 2004 Form 10-K

Financial Statements

Note 1: Business, pages F-7 to F-9

Comment One:

     We note that you state that you previously guaranteed certain indebtedness of one or more of
the bankrupt debtor subsidiaries and that you “may be liable for some or all of this indebtedness”.
Please tell us the basis for deconsolidating the liquidating trust in light of the continuing
liability for the trust noted in your disclosures. You state on page F-10 that the liquidating
trust controls the assets of the debtor subsidiaries, but what about the liabilities of the debtor subsidiaries? In future
filings, please clarify in your disclosure.

Mr. Larry Spirgel, Assistant Director

Division of Corporation Finance

May 27, 2005

Page 2

Response to Comment One:

     ***1

     The trustee of the Trust marshaled and liquidated all of the assets of the Debtor
Subsidiaries, including NNOC, and used the proceeds to pay certain claims and liabilities in
accordance with the Plan. The Plan became effective and the Trust was formed on April 3, 2002, and
a final decree was entered on March 28, 2005. All claims and liabilities were either paid or
extinguished pursuant to the Plan and certain concomitant orders of the Bankruptcy Court.

     Since all of the assets and liabilities of the Debtor Subsidiaries were transferred to the
Trust pursuant to the Plan, the Debtor Subsidiaries were deconsolidated. The Company’s only
obligation was a voluntary and terminable arrangement to fund certain of the Trust’s operating
expenses. Since most of the Trust’s operations have ceased in connection with the trustee’s
efforts to wind up its affairs, any future costs are expected to be minimal.

Note 6: Commitments and Contingencies, pages F-14 to F-15:

Comment Two:

     Refer to the disclosure in Item 3, Legal Proceedings on page 11 and Note 6 on page F-14 of the
Form 10-K. We note that the Eos case was settled through mediation in fiscal 2004 and that you,
along with other defendants, submitted claims to your insurance carriers and did not expend any
cash or assets. Please revise in future filings to account for the settlement expense and
insurance reimbursement on a gross basis in accordance with the guidance in SAB Topic 5:Y and
clearly indicate how much of the settlement was paid by your insurance carrier

Response to Comment Two:

     The Eos litigation was settled with the Company’s and the co-defendant’s insurance carriers
making the settlement payment directly to the plaintiffs, less the respective self-insured
retentions. SAB No. 5-Y relates to Accounting and Disclosures Relating to Loss Contingencies.
Since the Company did not consider the settlement a loss contingency, which would require the
potential exposure to be disclosed, it does not believe that the amount of the insurance proceeds
should be disclosed in its filings. In addition, the Company does not believe that any future
disclosure regarding the settlement of the Eos litigation is required in any future filings.

Comment Three:

     Please revise the penultimate paragraph of this note in future filings to disclose any other
legal proceedings that may have a material adverse affect on your financial condition or result of
operations. Please provide all disclosures required pursuant to paragraphs 9-12 of FAS 5.

Response to Comment Three:

     The Company acknowledges that the word “not” was inadvertently left out of the referenced
paragraph and will add it back in to its future filings. The Company has in the past and will
continue in

1 Confidential material redacted and filed separately with the Commission.

Mr. Larry Spirgel, Assistant Director

Division of Corporation Finance

May 27, 2005

Page 3

the future to disclose all legal proceedings that may have a material adverse affect on
its financial condition or results of operations. The Company will also include any required
disclosures in the footnotes to its financial statements as required by paragraphs 9-12 of FAS 5.

May 9, 2005 Form 8-K/A

Comment Four:

     Refer to the disclosure in Item 5.03 and the Berliner financial statements as of December 31,
2004. Please disclose in Item 5.03 whether the registrant changed its fiscal year end to that of
Berliner after the recapitalization. If so, please file the required form 10-K transition report
for the period from June 30, 2004 to December 31, 2004. Please also note the requirements of Item
308 for a report on internal controls for the period ended December 31, 2004.

Response to Comment Four:

     The Company did not and does not intend to change its fiscal year as a result of the
acquisition of substantially all of the assets of Berliner. Accordingly, it did not include the
disclosure required under Item 5.03(b) of Form 8-K. While for accounting purposes, Berliner is
deemed to be the acquirer, the Company, not Berliner, remains the registrant and its shares of
Common Stock are the publicly traded securities.

     In the Company’s Form 10-Q filed on May 19, 2005, the statement of operations and cash flows
for the three months ended March 31, 2005, include the accounts of Berliner through February 18,
2005, and the accounts of BCI Communications, Inc. (“BCI”), the Company’s wholly owned subsidiary,
and the Company’s accounts since February 18, 2005, as compared to the three months ended March 31,
2004, of Berliner, the accounting acquirer. The balance sheet as of December 31, 2004, is that of
Berliner.

     The Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2005, will include
the consolidated balance sheet of the Company and BCI and the consolidated balance sheet of
Berliner as of December 31, 2004, and the consolidated statements of operations and cash flows of
Berliner for the years ended December 31, 2002, 2003, and 2004, and the period ended June 30, 2005.
The statement of operations and cash flows for the period ended June 30, 2005, will include the
accounts of Berliner through February 18, 2005, and the accounts of BCI and the Company since
February 18, 2005.

     The Company is a non-accelerated filer, and as such, will be subject to the Item 308
requirements for filing a report on internal control over financial reporting with its Annual
Report on Form 10-K for its fiscal year ended June 30, 2007.

Comment Five:

     Refer to page 12 of the Form 8-K/A. We note that you state that it is unlikely that you will
be able to continue as a going concern past December 31, 2005, unless BCI is able to successfully
generate sufficient revenues to cover its and our operating costs. Tell us how your independent
accountants determined that there was not substantial doubt about your ability to continue as a
going concern as of their report date. We may have further comment based on your response.

Mr. Larry Spirgel, Assistant Director

Division of Corporation Finance

May 27, 2005

Page 4

Response to Comment Five:

     The Company’s last audit occurred prior to the Acquisition, and at that date, its independent
accountants indicated that there was indeed substantial doubt about its ability to continue as a
going concern. At the time of the filing of the Current Report, the Company deemed it important to
continue with such a disclosure, as the focus of that report, was on it and the addition of the
assets and operations of Berliner to the historical operations of the Company, including its going
concern disclosure. The Company was concerned that it was potentially misleading for it to remove
the going concern language at such a time in the its reporting history by essentially “borrowing”
the unqualified opinion contained in the audit report for Berliner. Therefore, the Company felt it
was appropriate to include the going concern language in its discussion of liquidity and capital
resources.

     However, note that the language in the Company’s most recent Quarterly Report on Form 10-Q for
the period ended March 31, 2005, included the following revised language, which omitted the going
concern reference:

    “In the event we do not generate positive cash flow in the near term, or if we incur
unanticipated expenses for operations and are unable to acquire additional capital
or financing, we will likely have to reassess our strategic direction, make
significant changes to our business operations and substantially reduce our expenses
until such time we achieve positive cash flow.”

     At that point in time, the Company was truly reporting on the combined financials of itself
and BCI on a historical, rather than a pro forma basis, and the disclosure regarding liquidity was
clearly focused on BCI’s operations. Whereas, prior to the Acquisition, the Company had no recent
operating history, the addition of BCI’s operations provides it with other alternatives if it is
faced with a liquidity crisis. The Company believes the revised language appearing in the recent
quarterly report addresses this, and it also believes that the appropriate place for this shift in
liquidity disclosure was the first periodic filing that reported the Company’s operations
post-Acquisition.

     The Company’s next periodic filing will be its Annual Report on Form 10-K for its fiscal year
ending on June 30, 2005, and will include audited consolidated financial statements of the Company.
The disclosure regarding the Company’s liquidity in that report will be made in conjunction with
the notes to the financial statements, including any comments its independent auditors may have
about the liquidity of the Company in light of the Acquisition.

Financial Statements – Berliner

Note 2 – Summary of Significant Accounting Policies

Comment Six:

     Refer to the accounting policy for stock based compensation and related disclosures in Note 7.
Please revise to include a discussion of the impact that adoption of FAS 123R is expected to have
on the financial statements of the registrant, unless not known or reasonably estimable in which
case a statement to that effect may be made. See Staff Accounting Bulletin Topic 11:M for
guidance.

Mr. Larry Spirgel, Assistant Director

Division of Corporation Finance

May 27, 2005

Page 5

Response to Comment Six:

     Since the financial statements included in the Current Report were those of Berliner, a
discussion of the impact that the adoption of SFAS 123(R) on the Company, which is the Registrant,
was not appropriate in the referenced financial statements. Accordingly, the Company does not
believe that revision of this disclosure is necessary.

     However, the Company has
disclosed the adoption of SFAS 123(R) in its Quarterly Reports on
Form 10-Q for the quarters ended December 31, 2004, and March 31, 2005. As discussed in those
prior reports, the Company does not believe that the adoption of SFAS
123(R) will have any effect
on its results of operations or financial position since all current outstanding options are fully
vested and no additional stock based compensation expense is required.

Note 7 – Stockholders’ Equity

Comment Seven:

     Please provide all pro forma disclosures required pursuant to paragraph 45c of FAS 123 for
stock based compensation and stock incentives.

Response to Comment Seven:

     In “Note 2 – Summary of Significant Accounting Policies” of the Company’s Current Report,
Berliner disclosed the following information:

    “During 2004, we did not grant any stock options under the Plans. During 2003, there
were 60,000 stock options granted under the Plans. The per share weighted-average
fair value of stock options granted during 2003 was $0.00, on the date of grant
using a Black Scholes option-pricing model (excluding a volatility assumption) with
the following weighted-average assumptions: expected dividend yield of 0%, risk-free
interest rate of 3.07% and an expected life of five years. The fair value of the
options granted is immaterial; therefore, the proforma net income (loss) would have
equaled the amount reported for all periods.”

     Accordingly, the Company believes that the disclosure included in its Current Report
adequately addresses the requirements of paragraph 45(c) of SFAS 123.

Pro Forma Financial Information

Comment Eight:

     Revise adjustment 1 in Note 3 to the pro forma financial information to clarify the reason for
charging the net assets acquired to additional paid in capital. Also, expand the note to describe
the cancellation of the Berliner stock and the equity transactions of Novo resulting from the
Voting Agreement. Tell us how the various concessions of different classes of shareholders were
recorded for each of the transactions described in the Voting Agreement. Were there any
differences in concessions among the various classes of stock? If so, how were these differences
reflected in the equity transaction?

Mr. Larry Spirgel, Assistant Director

Division of Corporation Finance

May 27, 2005

Page 6

Response to Comment Eight:

     The net assets acquired by BCI, the Company’s wholly owned subsidiary, were an addition to
additional paid-in capital since the net assets acquired would be recorded as additional paid-in
capital on the books of BCI.

     Since the Acquisition was settled through an issuance of a controlling interest in the
Company’s common stock, Berliner is deemed to be the acquirer for accounting purposes. Furthermore,
since the Company was deemed to be a shell company prior to the transaction, purchase accounting
was not applied. Accordingly, the transaction is being accounted for as a reverse acquisition and a
recapitalization of Berliner (see the Statement of Stockholders Equity in the Company’s Quarterly
Report on Form 10-Q, filed on May 19, 2005, regarding the recording of the recapitalization
accounting).

     The revision of the conversion ratios was a result of private negotiations between the Company
and the holders of the Series D Preferred Stock and the Series B Preferred Stock who were parties
to the Voting Agreement and who agreed to utilize the same conversion ratio rather than a pro rata
ratio.

     Upon the filing of the Certificate of Amendment, for accounting purposes, the Company will
record a deemed dividend to the holders of the Series B and Series D Preferred Stock for the value
of common shares issued in excess of their current conversion ratios. The fair value will be based
on the market price of the Company’s stock. The Company maintains that the deemed dividend to the
Series B and Series D Preferred Stock should be recorded at the time