U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
0-28579
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SEC FILE NUMBER
NOTIFICATION OF LATE FILING
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ X ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: March 31, 2005
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:_________________
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein. If the
notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification
relates:____________
Part I - Registrant Information
Full Name of Registrant: Novo Networks, Inc.
Former Name if Applicable: Adina, Inc., eVentures Group Inc.
Address of Principal Executive Office: 6440 North Central Expressway
Suite 620
Dallas, Texas 75201
Part II - Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
X (a) The reasons described in reasonable detail in
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Part III of this form could not be eliminated without unreasonable
effort or expense;
X (b) The subject annual report, semi-annual report,
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transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
portion thereof will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit
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required by Rule 12b-25 is attached.
Part III - Narrative
We were unable to file the quarterly report on Form 10-Q for the
quarter ended March 31, 2005, within the prescribed time period
because all information required to be included in the Form 10-Q
is not currently available and the Form 10-Q is still being
reviewed. The Company expects to file the Form 10-Q within the
time period prescribed by Rule 12b-25(b)(2)(ii) under the
Securities and Exchange Act of 1934.
Part IV - Other Information
(1) Name and telephone number of person to contact in
regard to this notification
Patrick G. Mackey, Senior Vice President and Chief
Financial Officer, (214) 777-4100.
(2) Have all other periodic reports required under section
13 or 15(d) of the Securities Exchange Act of 1934 or section 30
of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no,
identify report(s).
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in result
of operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
[ X ] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
See Attachment IV
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Registrant has caused this notification to be signed on its
behalf thereunto duly authorized.
Date: May 16, 2005
Novo Networks, Inc.
By: /s/ PATRICK G. MACKEY
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Patrick G. Mackey, Senior Vice
President and Chief Financial Officer
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Attachment IV
On February 18, 2005, Novo Networks, Inc. ("Novo" and "we")
entered into an asset purchase agreement with Berliner
Communications, Inc. ("Berliner Communications") and BCI
Communications, Inc. ("BCI"), a Delaware corporation and our
wholly owned subsidiary, whereby BCI acquired (the "Acquisition")
the operations and substantially all of the assets (the "Berliner
Assets") and liabilities of Berliner Communications.
Since Novo was a shell company prior to the Acquisition, purchase
accounting has not been applied and the transaction is being
accounted for as a recapitalization of Berliner Communications.
The consolidated financial statements for the three months ended
March 31, 2005, include the accounts of Berliner Communications
through February 18, 2005, and the accounts of BCI, our wholly
owned subsidiary, and Novo since February 18, 2005.
We had a net loss of approximately $950,000 on revenues of $3.8
million for the three months ended March 31, 2005, versus a net
loss of approximately $320,000 on revenues of $3.6 million for
the three months ended March 31, 2004. The current quarter net
loss includes costs of Novo for the period February 18, 2005 to
March 31, 2005, of approximately $253,000. During the quarter
ended March 31, 2005, revenues from site real estate acquisition
and zoning services accounted for approximately 16% versus 23% in
the three months ended March 31, 2004. Margins from real estate
acquisition and zoning services historically have had larger
margins than other lines of business.