UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) March 18, 2005
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NOVO NETWORKS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-28579 75-2233445
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(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification No.)
6440 North Central Expressway, Suite 620, 75206
Dallas, Texas
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (214) 777-4100
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(Former Name or Former Address, if Changed Since Last Report)
Item 4.01 Changes in Registrant's Certifying Accountant
On March 18, 2005, Grant Thornton LLP ("Grant Thornton") notified
the Audit Committee and Board of Directors of Novo Networks, Inc.
(the "Registrant") that it declined to stand for re-appointment
as the Registrant's independent registered public accounting firm
following the completion of the strategic transaction with
Berliner Communications, Inc. As a result of the withdrawal
the Audit Committee immediately commenced a search for a new
independent registered public accounting firm to replace Grant
Thornton, and it is currently interviewing candidates.
Grant Thornton performed audits of the Registrant's consolidated
financial statements for the fiscal years ended June 30, 2004,
and 2003. Grant Thornton's reports did not contain an adverse
opinion or disclaimer of opinion, but were modified to include an
explanatory paragraph related to uncertainties about the
Registrant's ability to continue as a going concern.
During the fiscal years ended June 30, 2004, and 2003, and
through March 18, 2005, there were no disagreements with Grant
Thornton on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to Grant Thornton's
satisfaction, would have caused Grant Thornton to make reference
to the subject matter of the disagreements in connection with the
reports for such year, and there were no "reportable events" as
such term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Registrant provided Grant Thornton with a copy of this Form 8-K
prior to filing it with the Securities and Exchange Commission
(the "SEC") and requested that Grant Thornton furnish a letter to
the SEC stating whether or not it agrees with the statements
contained herein. Attached as Exhibit 16.1 is a copy of Grant
Thornton's letter to the SEC, dated March 24, 2005.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
16.1 Letter of Grant Thornton LLP, dated March 24, 2005, to
the Securities and Exchange Commission.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
NOVO NETWORKS, INC.
Date: March 24, 2005 By: /s/ Richard Berliner
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Name: Richard Berliner
Title: Chief Executive Officer
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Exhibit Index
Exhibit No. Description
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16.1 Letter of Grant Thornton LLP, dated March 24, 2005, to the
Securities and Exchange Commission.