##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended December 31, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 COMMISSION FILE NUMBER 0-28579
 BERLINER COMMUNICATIONS, INC.
  Delaware
(State or Other Jurisdiction of Incorporation)
    
    75-2233445
(I.R.S. Employer Identification No.)
 20 Bushes Lane
Elmwood Park, New Jersey 07407
 (201) 791-3200
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##### Table of Contents



BERLINER COMMUNICATIONS, INC.
 QUARTERLY REPORT FORM 10-Q
INDEX
  
 PAGE NO.PART I: FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets as of December 31, 2005 and June 30, 2005
    
    
    3Consolidated Statements of Operations for the three and six months ended
December 31, 2005, and 2004
    
    
    4Consolidated Statements of Cash Flows for the six months ended
December 31, 2005, and 2004
    
    
    5Consolidated Statements of Stockholders Equity
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    11Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    16Item 4. Controls and Procedures
    
    
    16PART II: OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    16Item 1A.Risk Factors
    
    
    16Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
    
    
    20Item 3. Defaults Upon Senior Securities
    
    
    20Item 4. Submission of Matters to a Vote of Securities Holders
    
    
    20Item 5. Other Information
    
    
    20Item 6. Exhibits
    
    
    21SIGNATURES
    
    
    22Employment Agreement - Richard B. BerlinerEmployment Agreement - Patrick G. MackeyCertification of the Prinicipal Executive OfficerCertification of the Prinicipal Financial and Accounting OfficerCertification Pursuant to Section 906
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BERLINER COMMUNICATIONS, INC.
 
 CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    June 30,2005
    
    
    2005(Unaudited)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    667,322
    
    
    $
    402,432Accounts receivable, net of allowance for doubtful
accounts of $135,821 at December 31, 2005 and
$91,572 at June 30, 2005
    
    
    10,070,727
    
    
    
    5,261,311Inventories
    
    
    456,626
    
    
    
    506,615Prepaid expenses and other current assets
    
    
    304,347
    
    
    
    516,84211,499,022
    
    
    
    6,687,200LONG-TERM ASSETSProperty and equipment, net
    
    
    505,443
    
    
    
    469,855Other assets
    
    
    202,450
    
    
    
    359,139$
    12,206,915
    
    
    $
    7,516,194LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABLILITIESLine of credit
    
    $
    533,799
    
    
    $
    493,824Current portion of long-term debt
    
    
    440,476
    
    
    
    425,964Current portion of capital lease obligations
    
    
    27,044
    
    
    
    39,596Accounts payable
    
    
    4,046,296
    
    
    
    2,209,775Accrued liabilities
    
    
    4,482,592
    
    
    
    2,285,8899,530,207
    
    
    
    5,455,048LONG-TERM LIABILITIESLong-term debt, net of current portion
    
    
    133,801
    
    
    
    243,942Long-term capital lease obligations, net of current portion
    
    
    15,609
    
    
    
    10,068149,410
    
    
    
    254,010COMMITMENTS
    
    
    
    
    
    
    STOCKHOLDERS EQUITYPreferred stock
    
    
    
    
    
    
    79Common stock
    
    
    341
    
    
    
    13Additional paid-in capital
    
    
    12,932,324
    
    
    
    12,922,329Accumulated deficit
    
    
    (10,405,367
    )
    
    
    (11,115,285
    )2,527,298
    
    
    
    1,807,136$
    12,206,915
    
    
    $
    7,516,194
 The accompanying notes are an integral part of these financial statements.
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BERLINER COMMUNICATIONS, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Three months ended
    
    
    Six months endedDecember 31,
    
    
    December 31,2005
    
    
    2004
    
    
    2005
    
    
    2004(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Revenues
    
    $
    11,107,423
    
    
    $
    3,952,132
    
    
    $
    19,764,788
    
    
    $
    7,790,333Costs of revenues
    
    
    8,588,115
    
    
    
    2,441,247
    
    
    
    14,805,665
    
    
    
    4,678,200Gross margin
    
    
    2,519,308
    
    
    
    1,510,885
    
    
    
    4,959,123
    
    
    
    3,112,133Selling, general and administrative
expenses
    
    
    2,241,441
    
    
    
    1,750,601
    
    
    
    4,285,188
    
    
    
    3,274,067Depreciation and amortization
    
    
    62,909
    
    
    
    79,381
    
    
    
    124,045
    
    
    
    162,102(Gain) loss on sale of fixed assets
    
    
    (509
    )
    
    
    721
    
    
    
    (759
    )
    
    
    4,273Income (loss) from operations
    
    
    215,467
    
    
    
    (319,818
    )
    
    
    550,649
    
    
    
    (328,309
    )Other (income) expenseInterest expense
    
    
    17,292
    
    
    
    14,689
    
    
    
    26,863
    
    
    
    27,700Interest income
    
    
    (3,342
    )
    
    
    (543
    )
    
    
    (6,188
    )
    
    
    (1,089
    )Gain on sale
of equity investment, net of losses
    
    
    (163,742
    )
    
    
    
    
    
    
    (97,995
    )
    
    
    Other
    
    
    (85,399
    )
    
    
    
    
    
    
    (84,999
    )
    
    
    Income (loss) before income taxes
    
    
    450,658
    
    
    
    (333,964
    )
    
    
    712,968
    
    
    
    (354,920
    )Income tax expense (recovery)
    
    
    2,250
    
    
    
    (12,900
    )
    
    
    3,050
    
    
    
    (3,900
    )Net income (loss)
    
    $
    448,408
    
    
    $
    (321,064
    )
    
    $
    709,918
    
    
    $
    (351,020
    )Deemed Series B and D preferred
dividends
    
    
    
    
    
    
    
    
    
    
    19,935,779
    
    
    
    Net income (loss) allocable to
common shareholders
    
    $
    448,408
    
    
    $
    (321,064
    )
    
    $
    (19,225,861
    )
    
    $
    (351,020
    )Net income (loss) per share  basic and diluted
    
    $
    0.03
    
    
    $
    (4.76
    )
    
    $
    (1.89
    )
    
    $
    (5.21
    )Weighted average number of shares
outstanding  basic and diluted
    
    
    17,034,857
    
    
    
    67,414
    
    
    
    10,185,125
    
    
    
    67,414
 The accompanying notes are an integral part of these financial statements.
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BERLINER COMMUNICATIONS, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six months endedDecember 31,2005
    
    
    2004(Unaudited)
    
    
    (Unaudited)Cash flows from operating activitiesNet income (loss)
    
    $
    709,918
    
    
    $
    (351,020
    )Adjustments to reconcile net income (loss)
to net cash provided by operationsDepreciation
    
    
    124,045
    
    
    
    162,102Loss in equity of investments
    
    
    102,005
    
    
    
    Bad debt expense
    
    
    44,186
    
    
    
    45,636Stock based compensation
    
    
    10,244
    
    
    
    (Gain) on
the sale of equity investment
    
    
    (200,000
    )
    
    
    (Gain) loss on sale of fixed assets
    
    
    (759
    )
    
    
    4,273Changes in operating assets and liabilitiesAccounts receivable
    
    
    (4,854,038
    )
    
    
    78,725Inventories
    
    
    49,989
    
    
    
    62,185Prepaid expenses and other current assets
    
    
    212,415
    
    
    
    (104,200
    )Other assets
    
    
    54,684
    
    
    
    (7,230
    )Accounts payable
    
    
    1,836,521
    
    
    
    (9,110
    )Accrued liabilities
    
    
    2,196,703
    
    
    
    189,860Net cash provided by operating
activities
    
    
    285,913
    
    
    
    71,221Cash flow from investing activitiesPurchase of property and equipment
    
    
    (143,821
    )
    
    
    (83,816
    )Proceeds from the sale of property and equipment
    
    
    3,250
    
    
    
    1,804Proceeds
from the sale of equity investment
    
    
    200,000
    
    
    
    Net cash
provided by (used in) investing activities
    
    
    59,429
    
    
    
    (82,012
    )Cash flows from financing activitiesProceeds from line of credit
    
    
    1,902,074
    
    
    
    1,320,555Proceeds from long-term debt
    
    
    83,540
    
    
    
    185,128Proceeds from loan from stockholder
    
    
    
    
    
    
    101,640Repayment of line of credit
    
    
    (1,862,516
    )
    
    
    (1,086,622
    )Repayment of long-term debt
    
    
    (179,169
    )
    
    
    (221,294
    )Repayment of capital leases
    
    
    (24,381
    )
    
    
    (45,961
    )Net cash provided by (used in) financing
activities
    
    
    (80,452
    )
    
    
    253,446Net increase in cash and cash equivalents
    
    
    264,890
    
    
    
    242,656Cash and cash equivalents at beginning of period
    
    
    402,432
    
    
    
    211,162Cash and cash equivalents at end of period
    
    $
    667,322
    
    
    $
    453,818Supplemental disclosure of cash flow informationInterest paid
    
    $
    26,284
    
    
    $
    23,768Income taxes paid
    
    $
    3,050
    
    
    $
    1,595Non-cash
investing and financing activitiesCapital leases entered into
    
    $
    17,370
    
    
    
    
 The accompanying notes are an integral part of these financial statements.
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BERLINER COMMUNICATIONS, INC.
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 Preferred Stock
    
    
    Common Stock2,000,000 shares authorized;
    
    
    20,000,000 shares authorized
    
    
    Additional
    
    
    
    
    
    
    Total$0.00002 par value
    
    
    $0.00002 par value
    
    
    Paid-in
    
    
    Accumulated
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Equity(Unaudited)

    

(Unaudited)

    
    (Unaudited)
    
    (Unaudited)
    
    (Unaudited)Balance at June 30, 2005
    
    
    3,927,642
    
    
    $
    79
    
    
    
    666,667
    
    
    $
    13
    
    
    $
    12,922,329
    
    
    $
    (11,115,285
    )
    
    $
    1,807,136Deemed dividend in the conversion of
the Series B and Series D Convertible
Preferred Stock
    
    
    (13,973
    )
    
    
    
    
    
    
    996,788,940
    
    
    
    19,936
    
    
    
    19,915,843
    
    
    
    
    
    
    
    (19,935,779
    )Conversion of Series E Convertible
Preferred Stock
    
    
    (3,913,669
    )
    
    
    (79
    )
    
    
    3,913,668,046
    
    
    
    78,273
    
    
    
    (78,194
    )
    
    
    
    
    
    
    Reverse stock split of one share for every
300 shares on September 30, 2005
    
    
    
    
    
    
    
    
    
    
    (4,894,088,796
    )
    
    
    (97,881
    )
    
    
    97,881
    
    
    
    
    
    
    
    Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,244
    
    
    
    

    
    

    
    10,244Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    709,918
    
    
    
    709,918Balance at December 31, 2005
    
    
    
    
    
    $
    
    
    
    
    17,034,857
    
    
    $
    341
    
    
    $
    12,932,324
    
    
    $
    (10,405,367
    )
    
    $
    2,527,298
 The accompanying notes are an integral part of these financial statements.
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##### Table of Contents



BERLINER COMMUNICATIONS, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. History and Description of Business
    2. Basis of Presentation
   3. Accounting Policies
 Use of Estimates.
 Revenue Recognition . 7
    Table of Contents    Risks and Uncertainties.
 Income (Loss) Per Share Earnings Per Share
 
 Stock-based Compensation. Share-Based Payment,
 4. Accounts Receivable
  December 31,
    
    
    June 30,2005
    
    
    2005(Unaudited)Accounts receivable
    
    $
    8,943,699
    
    
    $
    4,209,743Unbilled receivables
    
    
    1,262,849
    
    
    
    1,143,14010,206,548
    
    
    
    5,352,883Allowance for doubtful accounts
    
    
    (135,821
    )
    
    
    (91,572
    )Total
    
    $
    10,070,727
    
    
    $
    5,261,311
  8
    Table of Contents  5. Inventories
  6. Accrued Liabilities
  December 31,
    
    
    June 30,2005
    
    
    2005(Unaudited)Employee compensation
    
    $
    191,290
    
    
    $
    192,702Construction costs
    
    
    4,097,611
    
    
    
    1,937,786Other
    
    
    193,691
    
    
    
    155,401$
    4,482,592
    
    
    $
    2,285,889
 7. Revolving Credit Facility
   8. Recapitalization of Berliner Communications
  §
    
    To increase the aggregate number of shares that we will have the authority to
issue from 225,000,000 to 6,600,000,000 shares, of which 6,000,000,000 shares will
be shares of Common Stock, and 600,000,000 shares will be shares of Preferred
Stock;§
    
    To change our name from Novo Networks, Inc. to Berliner Communications, Inc.;§
    
    To amend the Certificate of Designation, Preferences and Rights of Series B
Convertible Preferred Stock to reduce the conversion price of the Series B
Convertible Preferred Stock to $0.014018, and thereby increase the number of shares
of Common Stock issuable upon conversion of such
 9
    Table of Contents  shares of the Series B Convertible Preferred Stock to 321,015,546 (in the quarter
ended September 30, 2005, we recorded a deemed dividend of approximately $6.4
million due to the reduction in the conversion price that appears on the
accompanying Consolidated Statement of Operations in computing the net loss
allocable to common shareholders);
 §
    
    To amend the Certificate of Designation, Preferences and Rights of Series D
Convertible Preferred Stock to reduce the conversion price of the Series D
Convertible Preferred Stock to $0.014018, and thereby increase the number of shares
of Common Stock issuable upon conversion of such shares of the Series D Convertible
Preferred Stock to 675,773,394 (in the quarter ended September 30, 2005, we
recorded a deemed dividend of approximately $13.5 million due to the reduction in
the conversion price that appears on the accompanying Consolidated Statement of
Operations in computing the net loss allocable to common shareholders);§
    
    To provide that, upon the filing of the Certificate of Amendment, all shares of
the Series B Convertible Preferred Stock, Series D Convertible Preferred Stock, and
Series E Convertible Preferred Stock will be automatically converted into Common
Stock;§
    
    To effect a 1:300 reverse stock split, such that the outstanding shares of
Common Stock and Convertible Preferred Stock will be reclassified and one new share
of Common Stock will be issued for every 300 shares of existing Common Stock (which
has been retroactively reflected in the accompanying Balance Sheet); and§
    
    To amend the Certificate of Incorporation, such that, after giving effect to the
reverse stock split, the aggregate number of shares that we will have the authority
to issue is 22,000,000 shares, of which 20,000,000 shares will be shares of Common
Stock, and 2,000,000 shares will be shares of Preferred Stock.
  9. Stock Compensation
   10. Related Party Transactions
 $
 10
    Table of Contents  11. Legal Proceedings
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Cautionary Statement for the Purposes of the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995
  Forward-Looking Statements
    §
    
    our financial condition and strategic direction;§
    
    our future capital requirements and our ability to satisfy our capital needs;§
    
    the potential generation of future revenues;§
    
    BCIs ability to adequately staff its service offerings;§
    
    opportunities for BCI from new and emerging wireless technologies;§
    
    our discussions with Presidential, or some other lender, to obtain additional financing;§
    
    our growth strategy for BCI;§
    
    trends in the wireless telecommunications industry;§
    
    key drivers of change in BCIs business;§
    
    BCIs position in the wireless telecommunications industry;§
    
    BCIs competitive position; and§
    
    other statements that contain words like believe, anticipate, expect and similar
expressions are also used to identify forward-looking statements.
  §
    
    risks associated with competition in the wireless telecommunications sector we entered
with the acquisition of the Berliner Assets;§
    
    BCIs function as an early stage company;§
    
    risk that we may not be able to obtain additional financing from Presidential or any other lender;§
    
    risks associated with Old Berliners history of losses;§
    
    risks related to a concentration in revenues from a small number of customers;§
    
    risks that BCI will not be able to take advantage of new and emerging wireless technologies; and§
    
    risks that BCI will be unable to adequately staff its service offerings.
   11
    Table of Contents  Summary of Operating Results
   Three months ended
    
    
    Six months endedDecember 31,
    
    
    December 31,2005
    
    
    2004
    
    
    2005
    
    
    2004(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Revenues
    
    $
    11,107,423
    
    
    $
    3,952,132
    
    
    $
    19,764,788
    
    
    $
    7,790,333Costs of revenues
    
    
    8,588,115
    
    
    
    2,441,247
    
    
    
    14,805,665
    
    
    
    4,678,200Gross margin
    
    
    2,519,308
    
    
    
    1,510,885
    
    
    
    4,959,123
    
    
    
    3,112,133Selling, general and administrative
expenses
    
    
    2,241,441
    
    
    
    1,750,601
    
    
    
    4,285,188
    
    
    
    3,274,067Depreciation and amortization
    
    
    62,909
    
    
    
    79,381
    
    
    
    124,045
    
    
    
    162,102(Gain) loss on sale of fixed assets
    
    
    (509
    )
    
    
    721
    
    
    
    (759
    )
    
    
    4,273Income (loss) from operations
    
    
    215,467
    
    
    
    (319,818
    )
    
    
    550,649
    
    
    
    (328,309
    )Other (income) expenseInterest expense
    
    
    17,292
    
    
    
    14,689
    
    
    
    26,863
    
    
    
    27,700Interest income
    
    
    (3,342
    )
    
    
    (543
    )
    
    
    (6,188
    )
    
    
    (1,089
    )Gain on sale
of equity investment, net of losses
    
    
    (163,742
    )
    
    
    
    
    
    
    (97,995
    )
    
    
    Other
    
    
    (85,399
    )
    
    
    
    
    
    
    (84,999
    )
    
    
    Income (loss) before income taxes
    
    
    450,658
    
    
    
    (333,964
    )
    
    
    712,968
    
    
    
    (354,920
    )Income tax expense (recovery)
    
    
    2,250
    
    
    
    (12,900
    )
    
    
    3,050
    
    
    
    (3,900
    )Net income (loss)
    
    $
    448,408
    
    
    $
    (321,064
    )
    
    $
    709,918
    
    
    $
    (351,020
    )Deemed Series B and D preferred
dividends
    
    
    
    
    
    
    
    
    
    
    19,935,779
    
    
    
    Net income (loss) allocable to
common shareholders
    
    $
    448,408
    
    
    $
    (321,064
    )
    
    $
    (19,225,861
    )
    
    $
    (351,020
    )Net income
(loss) per share 
basic and diluted
    
    $
    0.03
    
    
    $
    (4.76
    )
    
    $
    (1.89
    )
    
    $
    (5.21
    )Weighted average number of shares
outstanding  basic and diluted
    
    
    17,034,857
    
    
    
    67,414
    
    
    
    10,185,125
    
    
    
    67,414
 Three months ended December 31, 2005, Compared to Three months ended December 31, 2004
 Since the Acquisition is being accounted for as a recapitalization of Old Berliner, the following
discussion is based upon the operations of us for the three months ended December 31, 2005, as
compared to the historical operations for Old Berliner for the three months ended December 31,
2004. Accordingly, no distinction is made between us, Berliner Communications and BCI for the
purposes of following period to period comparison.
 Revenues
 12
    Table of Contents  Cost of Revenues
 Gross Margin.
 Selling, General and Administrative Expenses
  Depreciation and Amortization
 Loss in Equity Investments
 Other Income
 Income Taxes.
 13
    Table of Contents  Six months ended December 31, 2005, Compared to Six months ended December 31, 2004
 Since the Acquisition is being accounted for as a recapitalization of Old Berliner, the following
discussion is based upon the operations of us for the six months ended December 31, 2005, as
compared to the historical operations for Old Berliner for the six months ended December 31, 2004.
Accordingly, no distinction is made between us, Berliner Communications and BCI for the purposes of
following period- to- period comparison.
 Revenues
 Cost of Revenues
 Gross Margin.
 Selling, General and Administrative Expenses
  Depreciation and Amortization
 Loss in Equity Investments
 14
    Table of Contents  Other Income
 Income Taxes.
 Liquidity and Capital Resources
         15
    Table of Contents  Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
  
 PART II: OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
 We, in essence, are an early stage company. Therefore, in light of its anticipated significance,
our business prospects are difficult to evaluate.
   §
    
    adapt successfully execute an evolving and unpredictable business model;§
    
    attract necessary working capital;§
    
    establish, train and manage a larger and more productive workforce;
 16
    Table of Contents  §
    
    develop meaningful customer and vendor relationships;§
    
    provide services that consistently meet customer demands in a rapidly evolving industry;§
    
    implement and improve operational, financial and management systems and processes;§
    
    respond effectively to competitive developments; and§
    
    otherwise manage and adapt to changing operations.
  We may need additional financing, almost immediately, to grow our business.
  Old Berliner has a history of losses and we anticipate that our combined operations will generate
losses in the short term.
  Since the percentage of our revenues derived from construction-related activities continues to
increase, our gross margins may suffer.
  We generate a substantial portion of our revenues from a limited number of customers, and if our
relationships with such customers were harmed, our business would suffer.
  If we experience delays and or defaults in customer payments, we could be unable to cover all
expenditures.
  17
    Table of Contents    Many of our customers face difficulties in obtaining financing to fund the expansion of their
wireless networks, which may reduce demand for our services.
 .
 If we are unable to collect receivables from our smaller customers, our operating results may be
materially harmed.
  New technologies may reduce the demand for our services.
  Further delays in the adoption and deployment of next generation wireless networks could negatively
affect the demand for our services and our ability to grow our revenues.
  We bear the risk of cost overruns in some of our contracts.
  If we guarantee the timely completion or performance standard of a project, we could incur
significant, additional costs.
 18
    Table of Contents    The nature of our engineering and construction business exposes us to potential liability claims
and contract disputes that may negatively affect our results of operations.
  We maintain a workforce based upon current and anticipated workloads. If we do not receive future
contract awards or if these awards are delayed, significant costs may result.
  We may not be able to hire or retain sufficient number of qualified engineers and other employees
to meet our contractual obligations or maintain the quality of our services.
  Intense competition in the engineering and construction industry could reduce our market share.
  Past and future environmental, safety and health regulations could impose on us significant
additional costs that negatively affect our operations.
  We are vulnerable to the cyclical nature of the market we serve.
 19
    Table of Contents  We may experience significant fluctuations in our quarterly results as a result of uncertainties
relating to our ability to generate additional revenues, manage expenditures and other factors,
certain of which are outside of our control.
  §
    
    financing provided to potential customers;§
    
    the commencement, progress, completion or termination of contracts during any particular quarter;§
    
    the availability of equipment to deploy new technologies, such a 3G and broadband;§
    
    the growth rate of wireless subscribers, which has a direct impact on the rate at which
new cell sites are developed and built; and§
    
    telecommunications market conditions and economic generally.
  Because Old Berliner experienced, and we expect to continue to experience, long sales cycles, we
expect to incur significant costs to generate new business and our customer base may not experience
growth commensurate with such costs.
  
 Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  20
    Table of Contents  Item 6. Exhibits
 (a)
    
    Exhibits
 10.16
    
    Employment Agreement between Berliner Communications, Inc. and Richard B.
Berliner, dated January 6, 2006.10.17
    
    Employment Agreement between Berliner Communications, Inc. and Patrick G.
Mackey, dated January 6, 2006.31.1
    
    Certification of the Principal Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of the Principal Financial and Accounting Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 21
    Table of Contents  SIGNATURES
   Date: February 14, 2006
    
    By:
    
    /s/ Richard B. BerlinerRichard B. Berliner
Chief Executive Officer
(Principal Executive Officer)Date: February 14, 2006
    
    By:
    
    /s/ Patrick G. MackeyPatrick G. Mackey
Senior Vice President
(Principal Financial and Accounting Officer)
 22