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Novo Networks, Inc.

6440 North Central Expressway, Suite 620

Dallas, Texas 75206

July 1, 2005

VIA EDGAR TRANSMISSION

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.

Form 10-K for the fiscal year ended June 30, 2004

Filed September 24, 2004

    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 June 21, 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 for the fiscal year ended June 30, 2004 (the “Annual Report”), that was
filed on September 24, 2004, with the Securities and Exchange Commission (the “Commission”), and
the Amendment to Current Report on Form 8-K/A (the “Current Report”) that was filed with the
Commission on May 9, 2005. Collectively, the Annual Report and the Current Report are referred to
as the “Filings.”

Annual Report filed on Form 10-K for the year ended June 30, 2004

    1.

    COMMENT:

     Financial Statements

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

     Refer to your response to our previous comment 2 and 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 you did not consider
the Eos litigation as a loss contingency. However, under the guidance in paragraph 1 of FAS 5, the
litigation was an existing condition that involved uncertainty as to possible loss to you that was
ultimately resolved when one or more future events occur or fail to occur. Therefore, the Eos
litigation would be considered to be a loss contingency under FAS 5 and the disclosures required
pursuant to paragraph 10 of FAS 5 should be included. Also, we continue to believe that the
guidance in SAB Topic 5:Y is applicable, namely, that you should disclose in future filings the
extent to which disclosed but

Mr. Larry Spirgel, Assistant Director

Division of Corporation Finance

July 1, 2005

Page 2

unrecognized contingent losses are expected to be recoverable through insurance with
disclosure of any material limitations of that recovery and any uncertainties regarding the legal
sufficiency of insurance claims or solvency of insurance carriers.

RESPONSE:

     The Company recognizes that the Eos litigation was a loss contingency in accordance with FAS 5
that was settled on February 9, 2004. The Company did disclose in its Form 10-K for the year ended
June 30, 2004 that the claims were settled at that time and on terms in which the Company did not
expend any cash or assets. As part of the settlement, the Company received all of the outstanding
Series C Convertible Preferred Stock from the holders thereof, without any additional
consideration, and the shares were subsequently retired.

     The Company does not intend to continue to disclose this settled litigation in its future
filings but will in future filings disclose any new unrecognized contingent losses, including
those, that are expected to be recoverable through insurance with disclosure of any material
limitations of that recovery and any uncertainties regarding the legal sufficiency of insurance
claims or solvency of insurance carriers.

Form 8-K/A filed May 9, 2005

    2.

    COMMENT:

     Refer to your response to comment 4 regarding the fiscal year end of the registrant after the
reverse acquisition with Berliner. We note that the registrant will continue to have a June 30
fiscal year end. Since the legal acquirer (the registrant) is continuing with a fiscal year end of
June 30, please provide a transition report on Form 10-K with the audited financial statements of
the accounting acquirer for the transition period (i.e. the end of the legal acquiree’s most
recently completed fiscal year to the next following date corresponding with the end of the fiscal
year of the legal acquirer).

RESPONSE:

     The historical audited financial statements of the accounting acquirer through December 31,
2004 have been provided on Form 8-K. The accounting acquirer intends to change its year end to that
of the registrant, and in that connection will file a transition Form 10-K for the period ended
June 30, 2005. The transition Form 10-K will include the financial statements of the accounting
acquirer for the years ended December 31,2002,2003, and 2004, and the six months ended June 30,
2005 (all audited) and the six months ended June 30, 2004 (unaudited). This is in accordance with
the SEC Staff Training Manual, page B-3.

    3.

    COMMENT:

     Also, please revise the March 31, 2005 Form 10-Q to include financial information for the nine
months ended March 31, 2005.

RESPONSE:

     The accounting acquirer’s financial statements for the three years ended December 31, 2004,
were previously included in the Company’s Form 8-K/A. As discussed above, the transition Form
10-K will be filed for the period ended June 30, 2005. The Company therefore maintains that the Form
10-Q,

Mr. Larry Spirgel, Assistant Director

Division of Corporation Finance

July 1, 2005

Page 3

as filed, for the quarter ended March 31, 2005 appropriately included financial information
for the three months ended March 31, 2005, which is the first period after the accounting
acquirer’s year end.

    4.

    COMMENT:

     Pro Forma Financial Information

     Refer to response 8. We note that the Voting Agreement was directly related to the
acquisition transaction and that the changes to conversion ratios for the Series B and D Preferred
Stock will result in a deemed dividend to those classes of shareholders. Please revise adjustment
1 in Note 3 to the pro forma financial information to clarify the following:

    •

    The reason for charging the net assets acquired to addition paid in capital.

    •

    A description of the cancellation of the Berliner stock and the equity transaction of
Novo resulting from the Voting Agreement.

    •

    Disclosure of an estimate of the amount of the deemed dividend for each class of stock.

    •

    A description of the computation of the deemed dividend and the accounting treatment for
the deemed dividend at the time of the approval of the amendment, rather than the filing of
the amendment.

RESPONSE:

     The Company intends to file an amendment to its Form 8-K/A to include in Footnote 3 – Pro
Forma Adjustments a reference to Footnote 2 – Berliner Acquisition since Footnote 2 explains the
accounting for the assets acquired and liabilities assumed.

     The Company will include in Footnote 3 – Pro Forma Adjustments a description of the equity
section of the accounting acquirer to take into consideration the common stock and preferred stock
components of the transaction.

     The Company will also in the amendment add disclosure relative to the accounting treatment of
the deemed dividend attributable to each class of its preferred shareholders. The disclosure will
include the date of measurement, the amount of the deemed dividend, and the expected timing as to
when the deemed dividend will be recorded in its financial statements.

     The Company maintains that the deemed dividend should be recorded upon the finalization of the
shareholder approval, which will only occur at or near the time of filing of the Certificate of
Amendment, rather than on the date the amendment was initially approved pursuant to the voting
agreement in February 2005. This is because there are still outstanding conditions which must be
met before the approval is final and the Certificate of Amendment may be filed with the Delaware
Secretary of State’s Office, including, without limitation, the approval of the Company’s Schedule
14C Information Statement by the Commission, the completion of the twenty day waiting period after
the mailing of the Definitive Information Statement, and the absence of any stockholder action
during this waiting period designed to block or delay the effectiveness of these amendments. As
such, the Company believes it is appropriate to record the deemed dividend only when all such
conditions have been met. Such time is expected to be concurrent with the filing of the Certificate
of Amendment, at which time the effect of all the
amendments, including the resultant adjustment to the Conversion Prices of the Series D and
Series B Convertible Preferred Stock, would be recorded in the financial statements.

Mr. Larry Spirgel, Assistant Director

Division of Corporation Finance

July 1, 2005

Page 4

     This accounting is consistent with the accounting basis used in recording compensation related
to contingent stock options.

GENERAL:

     The Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of
the disclosure in the Filings; (ii) staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the Commission from taking any
action with respect to the Filings; and (iii) the Company may not assert staff comments as a
defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States

     We hope that the information provided in this letter is responsive to your comments. Please
call if you would like to discuss any matter further.

    Sincerely,

                                                       /s/ Patrick G. Mackey

    Patrick G. Mackey

    Senior Vice President and Chief Financial Officer