As filed with the Securities and Exchange Commission on November 7, 2008

Registration No.                          

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REGISTRATION STATEMENT

ON FORM S-1

UNDER

THE SECURITIES ACT OF 1933

Berliner Communications, Inc.

(Exact name of registrant as specified in its charter)

Delaware	75-2233445	4812
(State or other jurisdiction	(I.R.S. Employer	(Primary Standard Industrial
of incorporation or organization)	Identification Number)	Classification Code Number)

97 Linden Avenue

Elmwood Park, N.J. 07407

Telephone (201) 791-3200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Richard Berliner

Chief Executive Officer

97 Linden Avenue

Elmwood Park, N.J. 07407

Telephone (201) 791-3200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Quentin Collin Faust, Esq.

Andrews Kurth LLP

1717 Main Street, Suite 3700

Dallas, Texas 75201

Telephone (214) 659-4400

Approximate Date of Commencement of Proposed Sale to the Public: At such time or times after the effective date of this registration statement as the selling shareholders shall determine.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price per Unit(1)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee(2)
common stock, par value $0.00002 per share		788,837	$	1.15	$	907,162.55	$	35.65

(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(a) and Rule 457(c) under the Securities Act of 1933.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Pursuant to Rule 429 promulgated under the Securities Act of 1933, the prospectus included herein is a combined prospectus, which also relates to the same class of securities of the Registrant previously registered under the Registration Statement on Form S-1 (Registration No. 333-147855) of the Registrant. This Registration Statement constitutes Post-Effective Amendment No. 1 of Registration Statement No. 333-147855. This post-effective amendment shall become effective concurrently with the effectiveness of this registration statement.

The information in the prospectus is not complete and may be changed. The Selling Shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated November 7, 2008

PROSPECTUS

2,083,884 Shares of common stock

This prospectus relates to the offer and sale of up to 788,837 shares of common stock of Berliner Communications, Inc., a Delaware corporation, that may be offered and sold from time to time by the holders described in this prospectus under “Selling Shareholders” or by pledgees, donees, transferees, assignees or other successors-in-interest that receive any of the shares as a gift, distribution or other non-sale related transfer. As used in this prospectus, “the Company,” “we,” “us,” “our” and similar expressions refers to Berliner Communications, Inc. and its subsidiaries.

This prospectus also covers 1,295,047 shares that were previously registered on Registration Statement No. 333-147855, and acts as Post-Effective Amendment No. 1 to that Registration Statement.

Each Selling Shareholder may offer its shares from time to time directly or through one or more underwriters, broker-dealers or agents, on the Over the Counter Bulletin Board, in the over-the-counter market at market prices prevailing at the time of sale, in one or more negotiated transactions at prices acceptable to such Selling Shareholder or otherwise.

We will not receive any proceeds from the sale of shares by the Selling Shareholders. In connection with any sales, the Selling Shareholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended.

We will pay the expenses related to the registration of the shares covered by this prospectus. The Selling Shareholders will pay any commissions and selling expenses they may incur.

Our common stock is traded on the Over the Counter Bulletin Board under the symbol “BERL.OB.” The closing sale price on Over the Counter Bulletin Board on November 6, 2008 was $1.10 per share.

Investing in the common stock offered by this prospectus is speculative and involves a high degree of risk. See “Risk Factors” beginning on page 4.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is November 7, 2008.

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
RISK FACTORS	4
USE OF PROCEEDS	13
MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	13
SELLING SHAREHOLDERS AND OTHER PRINCIPAL SHAREHOLDERS	15
MATERIAL RELATIONSHIPS WITH THE SELLING SHAREHOLDERS	16
PLAN OF DISTRIBUTION	18
BUSINESS	20
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	29
LEGAL PROCEEDINGS	36
MANAGEMENT	37
REPORT OF AUDIT COMMITTEE	42
EXECUTIVE COMPENSATION	44
DESCRIPTION OF SECURITIES	49
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	50
LEGAL MATTERS	51
EXPERTS	51
WHERE YOU CAN FIND MORE INFORMATION	51
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “Commission”) using the Commission’s registration rules for a delayed or continuous offering and sale of securities. Pursuant to Rule 429 promulgated under the Securities Act of 1933, this also relates to the same class of securities of the Registrant previously registered under the Registration Statement on Form S-1 (Registration No. 333-147855) of the Registrant. The registration statement with which this prospectus was filed constitutes Post-Effective Amendment No. 1 to Registration Statement No. 333-147855. Under the registration rules, using this prospectus and, if required, one or more prospectus supplements, the Selling Shareholders named herein may distribute the shares of common stock covered by this prospectus. The shares covered by this prospectus include 2,083,884 shares of common stock consisting of 788,837 shares registered pursuant to a registration statement on Form S-1 filed contemporaneously with this prospectus and 1,295,047 shares registered pursuant to Registration Statement No. 333-147855. This prospectus also covers any shares of common stock that may become issuable as a result of stock splits, stock dividends or similar transactions.

A prospectus supplement may add, update or change information contained in this prospectus. We recommend that you read carefully this entire prospectus, especially the section entitled “Risk Factors” beginning on page 4, and any supplements before making a decision to invest in our common stock.

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PROSPECTUS SUMMARY

This summary highlights important information about this offering and our business. It does not include all information you should consider before investing in our common stock. Please review this prospectus in its entirety, including the risk factors and our financial statements and the related notes, before you decide to invest.

Our Company

Berliner Communications, Inc. was originally incorporated in Delaware in 1987 as Adina, Inc. Adina’s corporate existence was permitted to lapse in February of 1996 and in August of 1999 was reinstated as eVentures Group, Inc. In December of 2000, eVentures changed its name to Novo Networks, Inc.

On February 18, 2005, Novo entered into an asset purchase agreement with the former Berliner Communications, Inc., currently named Old Berliner, Inc., and BCI Communications, Inc., a Delaware corporation and Novo’s wholly-owned subsidiary. As part of this transaction, BCI acquired the operations and substantially all of the assets and liabilities of Old Berliner. On September 16, 2005, Novo changed its name to Berliner Communications, Inc. Berliner Communications is now the public reporting entity, and all of our operations are run out of Berliner Communications’ wholly-owned subsidiary, BCI.

Prior to the acquisition by Berliner Communications, Old Berliner provided wireless carriers with comprehensive site acquisition, construction and zoning services. Old Berliner was founded in 1995, and over the course of the following years, its service offerings were expanded to include radio frequency and network design and engineering, infrastructure equipment construction and installation, radio transmission base station modification and project management services. With the consummation of the acquisition, BCI carried on the operations of Old Berliner.

On February 28, 2007, BCI entered into an asset purchase agreement with Digital Communication Services, Inc. and its affiliates for the purchase of certain of Digital’s assets in Arlington, Texas. This acquisition has expanded and strengthened our presence in Texas and the Midwest region. On April 16, 2007, we entered into an asset purchase agreement with Radian Communication Services, Inc. to purchase some of Radian’s U.S. assets and operations and assume some of Radian’s liabilities. This acquisition expanded our presence in Los Angeles, California, Las Vegas, Nevada, and Seattle, Washington, and adds offices in Salem, Oregon and Tempe, Arizona. These acquisitions have allowed us to become a nationwide service provider for our customers, the most significant of which have nationwide operations that require the types of services we provide. These acquisitions have also expanded our customer base and have had a positive impact on our fiscal 2008 and 2007 financial results.

With the completion of these acquisitions, BCI is now a leading self-performing, full service vendor to the wireless communications industry, providing a wide range of services on a nationwide basis. Our core activities include site acquisition and zoning; infrastructure equipment construction and installation; network services; radio frequency and network design and engineering; radio transmission base station installation and modification; and in-building network design, engineering and construction. We provide some combination of these services primarily to companies in the wireless telecommunications and/or data transmission industries and, to a lesser extent, to utility companies and government entities. Our customers rely on us to assist them in planning, locating sites and leasing space for wireless communication transmission systems.

An Overview of Our Markets and Products

We currently report our financial results on the basis of two reportable segments: infrastructure construction and technical services and site acquisition and zoning. Our infrastructure construction and technical services segment consists of the following service lines: infrastructure equipment construction and installation, radio frequency and network design and engineering, radio transmission base station modification, in-building network design, engineering and construction, project management, specialty communication services, configured solutions and power system solutions. Our site acquisition and zoning segment stands as a separate service line. Each of these lines, as well as the business of our site acquisition and zoning segment, is described below.

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Infrastructure Equipment Construction and Installation. Infrastructure equipment construction and installation services are the key drivers of our business, and the majority of our revenue comes from this service offering. Depending on our customers’ needs, we could be involved in all aspects of site acquisition, construction and installation. We manage everything from “one-off” projects involving a single site to “long-range” installation projects involving hundreds or possibly thousands of sites. These large projects involve significant financial and operational resources and planning and project management skills that we believe distinguish us from many of our competitors, particularly our smaller competitors.

Radio Frequency and Network Design and Engineering. Wireless network designs are based on projected subscriber density, traffic demand and desired coverage area. The initial system design is intended to optimize available radio frequency and to result in the highest possible signal quality for the greatest portion of projected subscriber usage base within existing technical constraints.

Radio Transmission Base Station Modification. We currently perform cellular base station upgrades and modifications for wireless telecommunications carriers. This work involves upgrades to existing hardware as well as adding new hardware such as radios, duplexers, power systems and site controllers. Carriers generally entrust this kind of work only to trained, capable vendors, such as BCI, who can reliably and successfully complete the work at each site during such timeframes.

In-Building Network Design, Engineering and Construction. We offer complete in-building solutions that involve distributed antennae for wireless coverage in malls, shopping centers, casinos, office buildings and airports and may include voice services (using cellular or personal communications services and wireless private branch exchange technologies), data services (including 802.11 (2.4 and 5 GHz)), enhanced coverage for safety spectrum (police, fire and rescue) and wireless primary and secondary broadband backbones, synchronous optical networks and campus connections.

Project Management. We also supervise all of the efforts associated with a project, whether it involves one or more of the foregoing services or a “turn-key” solution, so the carrier can ultimately broadcast from the newly configured site. Project management includes vendor management, project planning and preparation, budget tracking, and engineering and construction coordination. A single project may involve thousands of individual sites, and we believe our ability to manage projects of this size and complexity distinguishes us from some of our competitors who do not have our experience or resources in this area.

Specialty Communication Services. Our specialty communication services division provides enhancements to existing wireless and wired telephone and computer networks designed to improve productivity for a specified application. We provide microwave systems where voice or video over land lines is not feasible. We also provide “structured cabling services” to provide voice, data and video over traditional copper and fiber networks. We believe this business presents a significant growth opportunity for us, and we intend to grow this aspect of our business during fiscal 2009.

Configured Solutions. In early fiscal 2008, we introduced a configured solutions service offering, designed to supplement our other business lines by providing logistics services to our customers and to other third parties that may not have the facilities, resources or capabilities that we do. These services include transportation, tracking, storing and delivering of equipment, and configuring and testing equipment at our locations. Our diverse geographic locations provide an excellent platform for these services, and we have the expertise in-house for the testing and configuration work. We believe this will provide an additional source of revenue, allow us to further utilize existing resources and facilities and provide yet another service that our customers need and not all of our competitors can offer.

Power System Solutions. In late fiscal 2008, we created our Green Energy Group. This division provides a complete portfolio of traditional network power equipment integrated with “environmentally friendly” or “Green” primary and backup power solutions. These solutions are designed to meet our customers’ growing network needs and help address the growing environmental challenges about which BCI and our customers feel strongly. While the regulations have not yet been finalized, the Federal Communications Commission, or FCC, has proposed a mandate that wireless carriers provide for eight-hour power back-up solutions for their networks. As our customers work to develop power solutions for their networks given the FCC’s mandate, we believe we will be positioned to provide a wide array of power options for their consideration, including hydrogen fuel cells, micro turbines, solar and wind power solutions. These new product and service offerings will seamlessly integrate with our existing network installation and technical services business. We have many years of experience with the installation of back-up power systems, primarily generators and batteries, and this makes the addition of the Green Energy Group a natural extension of what we believe we already do very well.

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Site Acquisition and Zoning. We began our business providing primarily site acquisition services that generally involve acting as an intermediary between telecommunications companies and owners of real estate and other facilities. In order to build and expand their networks, such companies require locations that have direct access to highways and roads to mount their antennas and equipment. We generate fees by introducing telecommunications companies to such real estate managers. We identify appropriate properties, negotiate the transactions and handle the administrative details. We also use our accumulated knowledge and relationships to assist in the planning and installation of the telecommunication facilities, and offer customers assistance in acquiring the necessary permits, entitlements and approvals that are required by various municipalities. We also prepare all zoning applications that may be needed, attend any necessary hearings and obtain any required land use permits to begin installation.

The Offering

Common stock offered by the Selling Shareholders	2,083,884 shares of common stock.
Offering prices	The shares may be offered and sold at prevailing market prices or such other prices as the Selling Shareholders may determine.
Common stock outstanding	26,391,612 shares as of October 10, 2008.
Dividend policy	We have not paid cash dividends on our common stock and we do not anticipate doing so in the foreseeable future.
Over the Counter Bulletin Board symbol	BERL.OB
Use of proceeds	We are not selling any of the shares of common stock being offered by this prospectus and will receive no proceeds from the sale of the shares by the Selling Shareholders. All of the proceeds from the sale of common stock offered by this prospectus will go to the Selling Shareholders who offer and sell their shares.

Risk Factors

See “Risk Factors” beginning on page 4 for a discussion of factors you should carefully consider before deciding to invest in our common stock.

Our Address

Our principal executive offices are located at 97 Linden Avenue, Elmwood Park, New Jersey 07407, and our telephone number is (201) 791-3200. Our website is located at http://www.bcisites.com.

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RISK FACTORS

An investment in our common stock involves significant risks. You should consider carefully the following information about these risks, together with the other information contained in this prospectus, before buying shares of our common stock. Many of the risks discussed below have affected our business in the past, and many are likely to continue to do so. These risks may materially adversely affect our business, financial condition, operating results or cash flows, or the market price of our common stock. Each of these risk factors could adversely affect the value of an investment in our common stock.

Although we have had net income inprior periods and in the current period, we have experienced losses in the past and we may never achieve sustained profitability.

Although we had net income during the years ended June 30, 2008, 2007 and 2006, we may not be profitable in future periods, either on a short or long-term basis. To the extent that revenue declines or does not grow at anticipated rates, increases in operating expenses precede or are not subsequently followed by commensurate increases in revenue or we are unable to adjust operating expense levels accordingly, your investment could be jeopardized.

We generate a substantial portion of our revenue from a limited number ofcustomers, and if our relationships with such customers were harmed, ourbusiness would suffer.

As of and for the year ended June 30, 2008, we derived 84% of our total revenues from our two largest customers, and those customers represented 62% of our accounts receivable. During the year ended June 30, 2008, Sprint Nextel Corporation represented 77% and Metro PCS represented 7% of our total revenues.

As of and for the year ended June 30, 2007, we derived 87% of our total revenues from our two largest customers, and those customers represented 77% of our accounts receivable. During the year ended June 30, 2007, Sprint Nextel Corporation represented 80% and T-Mobile USA, Inc. represented 7% of our total revenues.

We believe that a limited number of clients will continue to be the source of a substantial portion of our revenue for the foreseeable future. Key factors in maintaining our relationships with such customers include, without limitation, our performance on individual contracts and the strength of our professional reputation. To the extent that our performance does not meet client expectations, or our reputation or relationships with one or more key customers are impaired, this could cause a significant decrease in our revenue, which would negatively impact our ability to generate income. In addition, our key customers could slow or stop spending on initiatives related to projects we are performing for them, which could be impacted by the increased difficulty in the credit markets as a result of the recent economic crisis, and this, while outside our control, could materially impair our operating results.

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We experienced a significant reduction in revenue from our largest customer in the fourth quarter of fiscal 2008 due to the cancellation or postponement of a number of projects.

During the fourth quarter of fiscal 2008, we were advised that our largest customer had slowed the implementation of initiatives related to significant projects we were performing for them. This customer notified us of the cancellation of certain purchase orders, and instructed us to delay the completion of other existing purchase orders. This loss of revenue had a material impact on our financial results, including our revenue and operating income, for the fourth quarter of fiscal 2008, and we expect it to negatively impact our first and second quarter fiscal 2009 financial results. We cannot predict when this customer will authorize us to complete these delayed purchase orders, or if they will do so at all, or whether we could replace this lost revenue through new or existing customers. These developments, while outside of our control, could materially impair our future operating results.

Our recent rapid growth has created challenges for our management, systems and resources, and this may impact our ability to effectively manage future growth, if any.

We have grown rapidly during fiscal 2008 and 2007. In early calendar 2007, we acquired three new businesses. In fiscal 2008, our sales volume increased from $55 million to $128 million. This rapid growth strained our systems, processes, resources, management and other infrastructure and support mechanisms. We expect that any future growth may create additional challenges. To manage the anticipated growth of our operations, we will be required to:

· improve existing and implement new operational, financial and management information controls, reporting systems and procedures;

· establish new relationships with additional vendors, suppliers and strategic partners and maintain and expand our existing relationships; and

· hire, train, manage and retain additional personnel, especially qualified sales and marketing, business development and financial reporting personnel.

To the extent we are unable to assemble the personnel, controls, systems, procedures and relationships necessary to manage our future growth, if any, management resources may be diverted and our opportunity for success limited.

If we experience delays and or defaults in customer payments, we could beunable to cover all expenditures.

Because of the nature of our contracts, at times we commit resources to projects prior to receiving payments from our customers in amounts sufficient to cover expenditures on client projects as they are incurred. Delays in customer payments may require us to make a working capital investment, or obtain advances from our line of credit, which may be adversely affected by the current turmoil in the credit markets. If a customer defaults in making its payments on a project or projects in which we have devoted significant resources, it could have a material negative effect on our results of operations or negatively impact our financial covenants with our lenders.

If the percentage of our revenue derived from construction-related activitiesincreases, our gross margins may suffer.

We have historically earned lower relative gross margins on engineering and construction-related activities. We typically perform our own network design-related, site acquisition-related services and hire subcontractors to perform engineering and construction services under our direct management. Subcontracted work generally carries lower profit margins than self-performed work. If the proportion of construction-related services we deliver increases, then our gross margins and net income may suffer.

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We may need additional working capital, the lack of which would likely have a significant negative impact on our ability to grow our business.

We may require additional working capital in order to fund the growth of our operations. If adequate funds are not available on terms acceptable to us, we may not be able to effectively grow our operations and expand our business. Our ability to fund our operations and corporate infrastructure is directly related to the continued availability of these and other funding sources, which may be adversely affected by the current turmoil in the credit markets.

In order to grow our business, we may incur significant operating, borrowing and other costs. Should our operations require additional funding or our capital requirements exceed current estimates, we could be required to seek additional financing in the future, which may be adversely affected by the current turmoil in the credit markets. We can provide no assurances that we would be able to raise such financing when needed or on acceptable terms. As a result, we may be forced to reduce or delay additional expenditures or otherwise delay, curtail or discontinue some or all of our operations. Further, if we are able to access additional capital through borrowings, such debt would increase our debt obligations, which could have a material adverse effect on our financial condition, results of operations or cash flows.

Our business is dependent upon our ability to keep pace with the latesttechnological changes.

The market for our services is characterized by rapid change and technological improvements. If we are unable to respond in a timely and cost-effective way to these technological developments, this would result in serious harm to our business and operating results. We have derived, and we expect to continue to derive, a substantial portion of our revenue from creating wireless networks that are based upon today’s leading technologies and that are capable of adapting to future technologies. As a result, our success will depend, in part, on our ability to develop and market service offerings that respond in a timely manner to the technological advances of our customers, evolving industry standards and changing client preferences.

Our success is dependent on growth in the deployment of wireless networks andnew technology upgrades, and to the extent that such growth slows, our businessmay be harmed.

Telecommunications carriers are constantly re-evaluating their network deployment plans in response to trends in the capital markets, changing perceptions regarding industry growth, the adoption of new wireless technologies, increasing pricing competition for subscribers and general economic conditions in the United States and internationally. If the rate of network deployment slows and carriers reduce their capital investments in wireless infrastructure or fail to expand into new geographic areas, our business may be significantly harmed.

The uncertainty associated with rapidly changing telecommunications technologies may also negatively impact the rate of deployment of wireless networks and the demand for our services. Telecommunications service providers face significant challenges in assessing consumer demand and in acceptance of rapidly changing enhanced telecommunications capabilities. If telecommunications service providers perceive that the rate of acceptance of next generation telecommunications products will grow more slowly than previously expected, they may, as a result, slow their development of next generation technologies. Moreover, increasing price competition for subscribers could adversely affect the profitability of carriers and limit their resources for network deployment. Any significant sustained slowdown will further reduce the demand for our services and adversely affect our financial results.

Delays in the adoption and deployment of next generation wirelessnetworks could negatively affect the demand for our services and our ability togrow our revenue.

Wireless service providers may delay their development of next generation technology if, among other things, they expect slow growth in the adoption of such technology, reduced profitability due to price competition for subscribers or regulatory delays. For example, even though wireless service providers have made substantial investments worldwide in acquiring third generation, or 3G licenses, some providers have delayed deployment of 3G networks. Since we expect that a substantial portion of our growth will be derived from our services related to new technologies, further delays in the adoption and deployment of these technologies, such as 3G and fourth generation, or 4G, would negatively affect the demand for our services and our ability to grow our revenue.

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We bear the risk of cost overruns in some of our contracts.

We conduct our business under various types of contractual arrangements.Under such contracts, prices are established, in part, on cost and scheduling estimates, which are based on a number of assumptions, including, without limitation, assumptions about future economic conditions, prices and availability of labor, equipment and materials, and other exigencies. These assessments are made more difficult by the current uncertainty in the capital markets and the wide fluctuation of prices for equipment, fuel and other costs associated with our services. If those estimates prove inaccurate, or circumstances change, cost overruns may occur, and we could experience reduced profits or, in some cases, a loss for that project.

Our dependence on subcontractors and equipment manufacturers could adverselyaffect us.

We rely on third-party subcontractors as well as third-party equipment manufacturers to complete our projects. To the extent that we cannot engage subcontractors or acquire equipment or materials, our ability to complete a project in a timely fashion or at a profit may be impaired. If the amount we are required to pay for these goods and services exceeds the amount we have estimated in bidding for fixed-price contracts, we could experience losses in the performance of these contracts. In addition, if a subcontractor or a manufacturer is unable to deliver its services, equipment or materials according to the negotiated terms for any reason, including the deterioration of its financial condition, we may be required to purchase the services, equipment or materials from another source at a higher price. This may reduce the profit to be realized or result in a loss on a project for which the services, equipment or materials were needed.

If we guarantee the timely completion or performance standard of a project, wecould incur significant, additional costs.

In some instances, we guarantee to a customer that we will complete a project by a scheduled date. The contract sometimes provides that the project, when completed, will also achieve certain performance standards. If we subsequently fail to complete the project as scheduled, or if the project falls short of guaranteed performance standards, we may be held responsible for cost impacts to the client resulting from any delay or the costs to cause the project to achieve such performance standards. In some cases, where we fail to meet those performance standards, we may also be subject to agreed-upon liquidated damages. To the extent that these events occur, the total costs of the project could exceed its original estimates and we could experience reduced profits or, in some cases, a loss for that project.

The nature of our construction business exposes us to potentialliability claims and contract disputes that may negatively affect our resultsof operations.

We engage in construction activities, including the oversight of engineering firms, for wireless networks where design, construction or systems failures can result in substantial injury or damage to third parties. Any liability in excess of insurance limits at locations constructed by us could result in significant liability claims against us, which claims may negatively affect our results of operations, perhaps materially. In addition, if there is a customer dispute regarding our performance of project services, the customer may decide to delay or withhold payment to us. If we were ultimately unable to collect on these payments, our results of operations would be negatively impacted, perhaps materially.

We maintain a workforce based upon current and anticipated workloads. If we donot receive future contract awards or if these awards are delayed, we may incursignificant costs in meeting workforce demands.

Our estimates of future performance depend on, among other matters, whether and when we will receive certain new contract awards. While our estimates are based upon our good faith judgment, they can be unreliable and may frequently change based on newly available information. In the case of our larger projects where timing is often uncertain, it is particularly difficult to project whether and when we will receive a contract award. The uncertainty of contract award timing can present difficulties in matching our workforce size with our contract needs. If an expected contract award is delayed or not received, we could incur costs resulting from reductions in staff or redundancy of facilities that would have the effect of negatively impacting our operating performance.

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We may not be able to hire or retain a sufficient number of qualified engineersand other employees to meet our contractual obligations or maintain the qualityof our services.

As a service business, our ultimate success depends significantly on our ability to attract, train and retain engineering, system deployment, managerial, marketing and sales personnel who have excellent technical and interpersonal skills. Competition for employees with the required range of skills fluctuates, depending on customer needs, and can be intense, particularly for radio frequency engineers. At times, we have had difficulty recruiting and retaining qualified technical personnel to properly and quickly staff large customer projects. In addition to recruitment difficulties, we must fully and properly train our employees according to our customers’ technology requirements and deploy and fully integrate each employee into our customers’ projects. Competition in the wireless industry is increasing the level of specific technical experience and training required to fulfill customer-staffing requirements. This process is costly, and resource constraints may impede our ability to quickly and effectively train and deploy all of the personnel required to staff a large project.

Intense competition in the engineering and construction industry could reduceour market share.

We serve markets that are highly competitive and in which a large number of multinational companies compete. In particular, the engineering and construction markets are highly competitive and require substantial resources and capital investment in equipment, technology and skilled personnel. Competition also places downward pressure on our contract prices and profit margins. Intense competition is expected to continue in these markets. If we are unable to meet these competitive challenges, we could lose market share to our competitors and experience an overall reduction in our operating performance.

We are vulnerable to the cyclical nature of the market we serve.

The demand for our services and products is dependent upon the existence of projects with engineering, procurement, construction and management needs. The telecommunications market, where we principally compete, is particularly cyclical in nature. Such industries have historically been, and will continue to be, vulnerable to general economic downturns and are cyclical in nature. As a result, our past results have varied considerably and our performance may continue to be volatile, depending upon the demand for future projects in the industry.

We may experience significant fluctuations in our quarterly results as a resultof uncertainties relating to our ability to generate additional revenue, manageexpenditures and other factors, some of which are outside of our control.

Our operating results have varied considerably in the past, and may continue to do so, due to a number of factors. Many of these factors are outside our control and include, without limitation, the following:

§ financing provided to customers and potential customers;

§ the commencement, progress, completion or termination of contracts during any particular quarter;

§ the availability of equipment to deploy new technologies, such as 4G 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 conditions generally.

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Due to these factors, our results for a particular quarter, and therefore, our combined results for that same period, may not meet the expectations of investors, which could cause the price of our common stock to decline significantly.

Our stock price is volatile and purchasers of our common stock could incursubstantial losses.

Historically, our stock price has been volatile. The stock market in general, particularly recently, and the market for telecommunications companies in particular, has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their common stock at or above their respective purchase prices. The market price for our common stock may be influenced by many factors, including, but not limited to, variations in our financial results or those of companies that are perceived to be similar to us, investors’ perceptions of us, the number of our shares available in the market, future sales of our common stock, and general economic, industry and market conditions.

There is a lack of a public market for our shares, which limits our shareholders’ ability to sell their shares.

There is currently a limited public market for our shares, and we cannot assure you that a more active market for our common stock will develop. Consequently, investors may not be able to liquidate their shares at a suitable price, or at all.

Shares eligible for future sale may adversely affect the market price of our common stock, as the future sale of a substantial amount of outstanding stock in the public marketplace could reduce the price of our common stock.

The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market or the perception that these sales could occur. We are obligated to register over 13 million shares which will put a significant number of shares in the hands of non-affiliates who will have the ability to trade those shares in the market. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

We have experienced, and 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.

Historically, purchases of our services by customers often entailed a lengthy decision-making process for the customer. Selecting wireless network deployment services involves substantial costs and has strategic implications. Senior management of the customer is often involved in this process, given the importance of the decision, as well as the risks faced by the customer if the services do not meet the customer’s particular needs. We may expend substantial funds and effort to negotiate agreements for these services, but may ultimately be unable to consummate agreements for services and expand our customer base. As a result of lengthy sales cycles, we expect to continue to incur relatively high costs to generate new business.

If we are unable to identify and complete future acquisitions, we may be unable to continue our growth.

We may not be able to identify additional, attractive acquisition opportunities. Even if we identify favorable acquisition targets, there is no guarantee that we can acquire them on reasonable terms or at all. If we are unable to complete attractive acquisitions, the growth that we have experienced over the last three fiscal years may decline.

A default on our debt obligations could result in foreclosure on all of our assets.

In April 2008, we replaced our credit facility with Presidential Financial Corporation of Delaware Valley with a new credit facility of up to $15 million with PNC Bank, National Association. The PNC facility is secured by a blanket security interest in collateral that covers certain of BCI’s receivables, equipment, general intangibles, inventory, investment property, certain real property, certain leasehold interests, all subsidiary stock, records and other property and proceeds of all of the collateral. An event of default with respect to the PNC facility could result in, among other things, the acceleration and demand for payment of all principal and interest due and the foreclosure on the collateral. The sale of such collateral at foreclosure would result in a substantial disruption in our ability to operate our business and could significantly lower our revenue and profitability. We may not be able to refinance or obtain extensions of the maturities of all or some of such debt only on terms that significantly restrict our ability to operate, including terms that place limitations on our ability to incur other indebtedness, to pay dividends, to use our assets as collateral for other financings, to sell assets or to make acquisitions or enter into other transactions. Such restrictions may adversely affect our ability to finance our future operations or to engage in other business activities. If we finance the repayment of our outstanding indebtedness by issuing additional equity or convertible debt securities, such issuances could result in substantial dilution to our stockholders.

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If we fail to accurately estimate costs and other factors associated with contracts accounted for using the percentage-of-completion method of accounting, this may reduce our profitability.

We recognize revenue and profit on our contracts as the work progresses using the percentage-of-completion method of accounting. Under this method, contracts in progress are valued at cost plus accrued profits less earned revenue and progress payments on uncompleted projects. This method relies on estimates of total expected contract revenue and costs.

Contract revenue and total cost estimates are reviewed and revised monthly as the work progresses, such that adjustments to profit resulting from revisions are made cumulative to the date of revision. Adjustments are reflected for the fiscal period affected by those revised estimates. If estimates of costs to complete long-term projects indicate a loss, we immediately recognize the full amount of the estimated loss. Such adjustments and accrued losses could result in reducing our profitability.

We may incur goodwill and other intangible impairment charges which could reduce our profitability.

In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”, we review the carrying values of our goodwill and indefinite lived intangible assets at least annually. We determine the fair value of businesses acquired (reporting units) and compare it to the carrying value, including goodwill, of such businesses. If the carrying value exceeds its fair value, the goodwill of the unit may be impaired. The amount, if any, of the impairment is then measured, based on the excess, if any, of the reporting unit’s carrying value of goodwill over its implied value. Accordingly, an impairment charge would be recognized for the period identified which would reduce our profitability.

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FORWARD-LOOKING STATEMENTS

“Forward-looking” statements appear throughout this prospectus. We have based these forward-looking statements on our current expectations and projections about future events. The important factors listed in this prospectus under the heading entitled “Risk Factors,” as well as all other cautionary language in this prospectus, provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in these “forward-looking” statements. It is important to note that the occurrence of the events described in these considerations and elsewhere in this prospectus could have an adverse effect on the business, results of operations or financial condition of the entity affected.

Forward-looking statements in this prospectus include, without limitation, the following statements concerning:

· our financial condition and strategic direction;

· our future capital requirements and our ability to satisfy our capital needs;

· the potential generation of future revenues;

· our ability to adequately staff our service offerings;

· the potential for cost overruns and costs incurred upon failing to meet agreed standards;

· opportunities for us from new and emerging wireless technologies;

· our ability to obtain additional financing;

· our growth strategy;

· trends in the wireless telecommunications industry;

· key drivers of change in our business;

· our competitive position; and

· other statements that contain words like “believe”, “anticipate”, “expect” and similar expressions that are also used to identify forward-looking statements.

It is important to note that all of our forward-looking statements are subject to a number of risks, assumptions and uncertainties, such as:

· risks related to the market for our shares;

· risks related to disruptions in the global capital markets;

· risks related to a concentration in revenues from a small number of customers;

· risks associated with competition in the wireless telecommunications industry;

· risks that we will not be able to generate positive cash flow;

· risks that we may not be able to obtain additional financing;

· risks that we will not be able to take advantage of new and emerging wireless technologies; and

· risks that we will be unable to adequately staff our service offerings.

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This list is only an example of the risks that may affect the forward-looking statements. If any of these risks or uncertainties materialize or fail to materialize, or if the underlying assumptions are incorrect, then actual results may differ materially from those projected in the forward-looking statements.

Additional factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, without limitation, those discussed elsewhere in this prospectus. It is important not to place undue reliance on these forward-looking statements, which reflect our analysis, judgment, belief or expectation only as of the date of this prospectus. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this prospectus.

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USE OF PROCEEDS

We are not selling any of the shares of common stock being offered by this prospectus and will receive no proceeds from the sale of the shares by the Selling Shareholders. All of the proceeds from the sale of common stock offered by this prospectus will go to the Selling Shareholders who offer and sell their shares.

MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is currently quoted on the National Association of Securities Dealers-Over the Counter Bulletin Board (“OTCBB”). On September 16, 2005, our trading symbol was changed to “BERL.OB” to reflect, in part, our name change. Prior to that date, our stock was traded under the symbol “NVNW.OB.”

From	To	Ticker	Market
September 17, 2005	Present	BERL	OTCBB

The following table sets forth the high and low bid prices of our common stock on the applicable market for the quarterly periods indicated. Such prices reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions:

Quarter Ended	Low		High
September 30, 2008	$	1.01	$	1.65
June 30, 2008		1.10		1.60
March 31, 2008		1.15		2.00
December 31, 2007		1.02		1.20
September 30, 2007		1.01		1.20
June 30, 2007		1.01		1.35
March 31, 2007		0.51		2.00
December 31, 2006		0.31		1.46
September 30, 2006		0.55		1.46

Our common stock has experienced periods, including, without limitation, certain extended periods, of limited or sporadic quotations.

As of October 10, 2008, there were 449 holders of record of our common stock.

On November 6, 2008, the bid price for our common stock was $1.10 and the ask price was $1.20.

We have not paid cash dividends on our common stock and we do not anticipate doing so in the foreseeable future.

Stock Option Plans

At June 30, 2008, we sponsored two stock option plans, the 1999 Omnibus Securities Plan (the “1999 Plan”) and the 2001 Equity Incentive Plan (the “2001 Plan”), collectively (the “Plans”). We have elected to account for those Plans under SFAS 123R.

The Plans provide for the grant of incentive stock options and non-qualified stock options. The terms of the options are set by our Board of Directors. The options expire no later than ten years after the date the stock option is granted. The number of shares authorized for grants under the Plans is 15% of the total outstanding common stock as computed by the Company as fully diluted, provided that no more than 4 million options can be “incentive” stock options. The 2001 Plan provides for the grant of a maximum of 40,000 incentive stock options that expire no later than ten years after the date the stock option is granted.

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The following table provides information, as of June 30, 2008, with respect to all compensation plans and individual compensation arrangements under which equity securities are authorized for issuance to employees or non-employees:

	(A)			(B)		(C)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A))
Equity compensation on plans approved by security holders		1,430,576	(a)	$	19.71		2,644,331
Equity compensation on plans not approved by security holders		18,704	(b)	$	6,786.00		None
		1,449,280		$	107.04		2,644,331

(a) Represents options granted under the Plans, each of which was approved by our stockholders.

(b) Represents options granted under stand-alone option agreements, which were not associated with the Plans, and which vested over three or four year periods.

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SELLING SHAREHOLDERS AND OTHER PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership of the Company’s common stock as of the Record Date by: (1) each person who is a beneficial owner of more than 5% of the Company’s common stock, (2) each of the Company’s directors, (3) each of the Company’s named executive officers (“Named Executive Officers), and (4) all of the Company’s executive officers and directors as a group. Unless otherwise indicated, the address of each listed stockholder is in care of us at 97 Linden Ave., Elmwood Park, New Jersey 07407.

	Common Stock (1)						Number of Shares of Common Stock		Shares of Common Stock               Beneficially Owned After Offering(1)
Holders	Number of Shares			Percentage			Being Offered (13)		Number		Percentage
Rich B. Berliner		13,167,144	(2)		49.8	%				13,167,144		49.8	%
Old Berliner, Inc.		13,104,644			49.7	%				13,104,644		49.7	%
Michael S. Guerriero		292,500	(3)		1.1	%				292,500		1.1	%
Nicholas Day		51,250	(4)		*					51,250		*
Mark S. Dailey		75,000	(5)		*					75,000		*
Peter J. Mixter		75,167	(6)		*					75,167		*
Mehran Nazari		75,000	(7)		*					75,000		*
John Stevens Robling, Jr.		75,167	(8)		*					75,167		*
Thom Waye		6,934,692	(9)(10)		26.1	%				5,208,902		19.6	%
Sigma Opportunity Fund, LLC		4,489,795			17.0	%		1,066,972		3,422,823		13.0	%
Sigma Berliner, LLC		2,170,407			8.2	%		480,137		1,690,270		6.4	%
Sigma Capital Advisors, LLC		6,909,692	(10)		26.0	%		178,681		5,183,902		19.5	%
Pacific Asset Partners, LP		1,524,300	(11)		5.8	%		358,094		1,166,206		4.4	%
Officers and Directors as a Group (Eleven persons)		20,872,889	(12)		76.1	%				19,147,099		69.8	%

* Represents less than one percent.

(1) For purposes of this table, a person is deemed to have beneficial ownership of the number of shares of common stock that such person has the right to acquire within 60 days of the Record Date. Percentages have been based on us having 26,391,612 shares of common stock issued and outstanding. For purposes of computing the percentage of outstanding shares of common stock held by any individual listed in this table, any shares of common stock that such person has the right to acquire pursuant to the exercise of a stock option exercisable within 60 days is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

(2) Includes vested options to purchase 62,500 shares of common stock and 13,104,644 shares directly held by Old Berliner, Inc. (“Old Berliner”) that Mr. Berliner may be deemed to beneficially own as a result of his positions as President, Chief Executive Officer and Chairman of the Board of Old Berliner, a corporation of which Mr. Berliner is also approximately a 57% equity owner and the sole director.

(3) Represents vested options to purchase 292,500 shares of common stock.

(4) Includes vested options to purchase 38,750 shares of common stock and 12,500 options that vested on November 3, 2008 upon a Board approved award of stock options to Mr. Day on that date.

(5) Includes 25,000 shares and vested options to purchase 50,000 shares of common stock.

(6) Includes 25,000 shares and vested options to purchase 50,167 shares of common stock.

(7) Includes 25,000 shares and vested options to purchase 50,000 shares of common stock.

(8) Includes 25,000 shares and vested options to purchase 50,167 shares of common stock.

(9) Thom Waye may be deemed to be an indirect owner of the shares held by Sigma Capital Advisors, LLC (“Advisors”) by virtue of Mr. Waye being the manager of the managing member of Advisors. Mr. Waye has disclaimed beneficial ownership of the shares owned by Advisors except to the extent of his pecuniary interest therein. Also includes 25,000 shares of common stock to be granted to Mr. Waye in November 2008 for his services as director.

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(10) These shares include: (i) 4,489,795 shares of our common stock held by Sigma Opportunity Fund, LLC (“Sigma”); (ii) 2,170,407 shares of our common stock held by Sigma Berliner, LLC (“SBLLC”), an affiliate of Sigma; (iii) 175,000 shares of our common stock issuable upon the exercise of warrants held by Advisors, at an initial exercise price of $0.55 per share; and (iv) 74,490 shares of our common stock held by Advisors. Advisors, Sigma Capital Partners, LLC (“Partners”) and Thom Waye may be deemed to be indirect 10% owners of our Company by virtue of Advisors being the managing member of Sigma, Partners being the sole member of Advisors and Mr. Waye being the sole member of Partners. Mr. Waye, Advisors and Partners have disclaimed beneficial ownership of the shares owned by Sigma and SBLLC except to the extent of their pecuniary interest therein. See Note (9) above. The address of each of Sigma, SBLLC, Advisors, Partners and Mr. Waye is c/o Sigma Capital Advisors, LLC, 800 Third Avenue, Suite 1701, New York, NY 10022.

(11) This information is based on information reported by the stockholder in filings made with the Securities and Exchange Commission (the “Commission”).

(12) Includes: Rich B. Berliner, Mark S. Dailey, Peter J. Mixter, Mehran Nazari, John Stevens Robling, Jr. Thom Waye, Raymond A. Cardonne, Jr., Michael S. Guerriero, Robert Bradley, Rich Statler and Nicholas Day.

(13) Only includes shares being offered for each security holder's account, and does not include any shares which may be beneficially owned but are not directly held in such security holder's account.

MATERIAL RELATIONSHIPS WITH THE SELLING SHAREHOLDERS

On December 29, 2006, we entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Sigma for the issuance and sale of a 7% Senior Subordinated Secured Convertible Note due 2008 in the original principal amount of $3.0 million (the “Note”) and a warrant to purchase up to 1.5 million shares of our common stock (the “Warrant”). Pursuant to the provisions of the Note Purchase Agreement, so long as Sigma beneficially owns at least 5% of our outstanding common stock, Sigma has the right to nominate one director to our Board. On December 29, 2006, Sigma nominated, and our Board appointed, Thom Waye to serve as a member of our Board as a Class III director, with his term expiring at the 2008 annual meeting. We are obligated to use our best efforts to cause Mr. Waye, as well as all reasonably suited future designees, to continue to serve on our Board. We paid Sigma Capital Advisors a one-time fee of $0.1 million for business, finance and organizational strategy, advisory, consulting and other services related to our business for as long as the Note is outstanding, and issued warrants to it to purchase up to 175,000 shares of our common stock exercisable over a period of five years at an exercise price of $0.55 per share, which were valued at $55,000 using the Black-Scholes Merton option pricing model using the following assumptions:

				Black-Scholes Merton Assumptions
Warrants Issued		Value		Expected Volatility			Expected Dividend Yield			Risk-free Interest Rate			Expected Life
	150,000	$	42,000		62	%		0	%		4.70	%		5 Years
	25,000	$	13,000		72	%		0	%		4.76	%		5 Years

We also paid Sigma $0.1 million for expenses associated with the Note through June 30, 2007 and $0.1 million in interest on the Note. During the year ended June 30, 2008, we paid Sigma $0.4 million in interest on the Note.

On February 15, 2007, we entered into a Joinder Agreement to the Note Purchase Agreement with Sigma Berliner LLC (“Sigma Berliner”), an affiliate of Sigma and Thom Waye, and issued a 7% Senior Subordinated Secured Convertible Note due on December 29, 2008 in the original principal amount of $1.5 million and a warrant to purchase up to 750,000 shares of our common stock to Sigma Berliner, on substantially the same terms as the Note and Warrant issued to Sigma. This transaction was the result of Sigma exercising a right that Sigma negotiated as part of the December 29, 2006 transaction, at a time at which it was not an affiliate of Berliner. During the year ended June 30, 2008, we paid Sigma Berliner $0.2 million in interest on the Note.

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The Board has adopted a written policy regarding review and approval of related party transactions. This policy calls for the Board to appoint a committee of independent directors to review and approve any related party transaction, which are defined as any transaction, or a series of similar transactions, to which the Company or any of its subsidiaries is to be a party, in which the amount involved exceeds $120,000 and in which any of the following persons had, or will have, a direct or indirect material interest:

· Any director or executive officer of the Company;

· Any nominee for election as director;

· Any security holder who is known to the registrant to own of record or beneficially more than five percent of any class of the registrant’s voting securities; and

· Any member of the immediate family of any of the foregoing persons.

Approval of the committee reviewing the related party transaction is based on the business needs of Company, the availability of alternative arrangements and the costs of the proposed transaction versus these alternatives, if available.

Pursuant to the policy, related party transactions shall not include compensation decisions within the authority of the Compensation Committee, such as officer and director compensation. The independent committee will have the authority to hire and consult with independent consultants, appraisers and/or advisors to assist in their review of related party transactions.

During fiscal year 2008, the Company did not engage in any related party transaction that required review, approval or ratification under the Company’s related party transaction review policies and procedures. The Company did not engage in any related party transaction where such policies and procedures were not followed.

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PLAN OF DISTRIBUTION

We are registering a portion of the shares of common stock to permit the resale of these shares of common stock by the Selling Shareholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the Selling Shareholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.

The Selling Shareholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions:

· to purchasers directly;

· in ordinary brokerage transactions and transactions in which the broker solicits purchasers;

· through underwriters or dealers who may receive compensation in the form of underwriting discounts, concessions or commissions from such shareholders or from the purchasers of the securities for whom they may act as agent;

· by the pledge of the shares as security for any loan or obligation, including pledges to brokers or dealers who may effect distribution of the shares or interests in such securities;

· to purchasers by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus;

· in a block trade in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate a transaction;

· through an exchange distribution in accordance with the rules of the exchange or in transactions in the over-the-counter market;

· pursuant to Rule 144; or

· in any other manner not proscribed by law.

None of the Selling Shareholders is a registered broker-dealer. Each of such persons has represented to the Company that they purchased the securities to be resold in the ordinary course of business, and at the time of the purchase, the selling stockholder had no agreements or understandings, directly or indirectly, with any person to distribute the securities.

If a Selling Shareholders effects such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Shareholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the Selling Shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. If any Selling Shareholder enters into an agreement to sell its shares to a broker-dealer and such broker-dealer is acting as an underwriter, we will file a post-effective amendment to the registration statement of which this prospectus forms a part for the purpose of updating this disclosure with respect to such broker-dealer and its related plan of distribution. The Selling Shareholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions. The Selling Shareholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.

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The Selling Shareholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act.

For more information about material relationships between the Selling Shareholders and us, see “Selling Shareholders” in this prospectus.

We have advised each Selling Shareholder that under current interpretations it may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date on which this registration statement shall have been declared effective by the Commission. If a Selling Shareholder uses this prospectus for any sale of our common stock, it will be subject to the prospectus delivery requirements of the Securities Act.

The Selling Shareholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which may limit the timing of purchases and sales of any of the shares of common stock by the Selling Shareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

Pursuant to the Note Purchase Agreement that we entered into with the Selling Shareholders, we will pay the fees and expenses in connection with this registration statement other than underwriting discounts or commissions, brokerage fees and the fees and expenses of counsel to any Selling Shareholder, including fees and expenses related to all updates and amendments to the registration statement. We estimate that we will pay fees and expenses of approximately $38,284 related to this registration statement. In the event of a material change in the information disclosed in this prospectus, the shareholders will not be able to effect transactions in the shares pursuant to this prospectus until a post-effective amendment to the registration statement is filed with, and declared effective by, the Commission.

We have also agreed to indemnify the Selling Shareholders against liabilities, including some liabilities under the Securities Act, in accordance with the Note Purchase Agreement, or the Selling Shareholders will be entitled to contribution. We may be indemnified by the Selling Shareholders against civil liabilities, including liabilities under the Securities Act, which may arise from any written information furnished to us by the Selling Shareholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution.

Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.

There can be no assurance that any Selling Shareholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part.

Our common stock is quoted on the OTCBB.

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BUSINESS

Our Company

Berliner Communications, Inc. was originally incorporated in Delaware in 1987 as Adina, Inc. (“Adina”). Adina’s corporate existence was permitted to lapse in February of 1996 and in August of 1999 was reinstated as eVentures Group, Inc. (“eVentures”). In December of 2000, eVentures changed its name to Novo Networks, Inc. (“Novo”).

On February 18, 2005, Novo entered into an asset purchase agreement with the former Berliner Communications, Inc., currently named Old Berliner, Inc. (“Old Berliner”) and BCI Communications, Inc. (“BCI”), a Delaware corporation and Novo’s wholly-owned subsidiary. As part of this transaction, BCI acquired (the “Acquisition”) the operations and substantially all of the assets and liabilities of Old Berliner. On September 16, 2005, Novo changed its name to Berliner Communications, Inc. (“Berliner”). Berliner is now the public reporting entity, and all of our operations are run out of Berliner’s wholly-owned subsidiary, BCI. Unless the context otherwise requires, references to “we”, “us”, “our” and “the Company” refer to Berliner and its consolidated subsidiary BCI.

Prior to the Acquisition, Old Berliner provided wireless carriers with comprehensive site acquisition, construction and zoning services. Old Berliner was founded in 1995, and over the course of the following years, its service offerings were expanded to include radio frequency and network design and engineering, infrastructure equipment construction and installation, radio transmission base station modification and project management services. With the consummation of the Acquisition, BCI carried on the operations of Old Berliner.

On February 28, 2007, BCI entered into an Asset Purchase Agreement with Digital Communication Services, Inc. (“Digitcom”) and its affiliates for the purchase of certain of its assets in Arlington, Texas. This acquisition has expanded and strengthened our presence in Texas and the Midwest region. On April 16, 2007, we entered into an Asset Purchase Agreement with Radian Communication Services, Inc. (“Radian”) to purchase some of Radian’s U.S. assets and operations of Radian and assume some of Radian’s liabilities. This acquisition expanded our presence in Los Angeles, California, Las Vegas, Nevada, and Seattle, Washington, and adds offices in Salem, Oregon and Tempe, Arizona. These acquisitions have allowed us to become a nationwide service provider for our customers, the most significant of which have nationwide operations that require the types of services we provide. These acquisitions have also expanded our customer base and have had a positive impact on our fiscal 2008 and 2007 financial results.

With the consummation of these acquisitions, BCI is now a leading self-performing, full service vendor to the wireless communications industry, providing a wide range of services, on a nationwide basis. Our core activities include site acquisition and zoning; infrastructure equipment construction and installation; network services; radio frequency and network design and engineering; radio transmission base station installation and modification; and in-building network design, engineering and construction. We provide some combination of these services primarily to companies in the wireless telecommunications and/or data transmission industries and, to a lesser extent, to utility companies and government entities. Our customers rely on us to assist them in planning, locating sites and leasing space for wireless communication transmission systems.

An Overview of Our Markets and Products

We currently report our financial results on the basis of two reportable segments: (1) infrastructure construction and technical services and (2) site acquisition and zoning. Our infrastructure construction and technical services segment consists of the following service lines: infrastructure equipment construction and installation, radio frequency and network design and engineering, radio transmission base station modification, in-building network design, engineering and construction, project management, specialty communication services, configured solutions and power system solutions. Our site acquisition and zoning segment stands as a separate service line. Each of these lines, as well as the business of our site acquisition and zoning segment, is described below.

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Infrastructure Equipment Construction and Installation. Infrastructure equipment construction and installation services are the key drivers of our business, and the majority of our revenue comes from this service offering. The quality of the installation work in a wireless telecommunications system build-out is one of the most critical aspects of its performance. Once the necessary site acquisition steps have been completed, materials to construct a tower are ordered from a fabricator. In some cases, equipment and materials are ordered to modify an existing site. Depending on our customers’ needs, we could be involved in all aspects of site acquisition, construction and installation. Installation could involve clearing sites, laying foundations, bringing in utility lines and installing shelters and towers. Once we finish this part of the process, we install equipment and landscape the site. The site is now ready to be put into service once the remainder of the network is completed. Installation may start once the preliminary work has been completed and the individual “cell site” or switch location is ready to be built. Every site is then tested with a simulation to see what levels of line loss exist and how the transmission systems perform. Since we operate in many urban areas, often our business is contracted to build cell sites on existing buildings. This includes installing equipment on roof tops, parapets and building facades. We manage everything from “one-off” projects involving a single site to “long-range” installation projects involving hundreds or possibly thousands of sites. These large projects involve significant financial and operational resources and planning and project management skills that we believe distinguish us from many of our competitors, particularly our smaller competitors.

Radio Frequency and Network Design and Engineering. Wireless network designs are based on projected subscriber density, traffic demand and desired coverage area. The initial system design is intended to optimize available radio frequency and to result in the highest possible signal quality for the greatest portion of projected subscriber usage base within existing technical constraints. Based on such initial guidelines, we identify and rank potential sites. This process is known as identifying “search rings.”

Radio Transmission Base Station Modification. We currently perform cellular base station upgrades and modifications for wireless telecommunications carriers. This work involves upgrades to existing hardware as well as adding new hardware such as radios, duplexers, power systems and site controllers. This work is essential for enhancing network capacity and paving the way to the deployment of new networks using new technologies, including third generation, or 3G, and fourth generation, or 4G, systems. In order to minimize the impact on existing wireless customers, most of the upgrade or modification work must be performed at night during a so-called “maintenance window” between the hours of 11:00 PM and 5:00 AM. Carriers generally entrust this kind of work only to trained, capable vendors, such as BCI, who can reliably and successfully complete the work at each site during such timeframes.

In-Building Network Design, Engineering and Construction. We offer complete in-building solutions that involve distributed antennae for wireless coverage in malls, shopping centers, casinos, office buildings and airports and may include voice services (using cellular or personal communications services (“PCS”) and wireless private branch exchange technologies), data services (including 802.11 (2.4 and 5 GHz)), enhanced coverage for safety spectrum (police, fire and rescue) and wireless primary and secondary broadband backbones, synchronous optical networks and campus connections.

Project Management. We also supervise all of the efforts associated with a project, whether it involves one or more of the foregoing services or a “turn-key” solution, so the carrier can ultimately broadcast from the newly configured site. Project management includes vendor management, project planning and preparation, budget tracking, and engineering and construction coordination. A single project may involve thousands of individual sites, and we believe our ability to manage projects of this size and complexity distinguishes us from some of our competitors who do not have our experience or resources in this area.

Specialty Communication Services. Our specialty communication services division provides enhancements to existing wireless and wired telephone and computer networks designed to improve productivity for a specified application. We provide microwave systems where voice or video over land lines is not feasible. We also provide “structured cabling services” to provide voice, data and video over traditional copper and fiber networks. We believe this business presents a significant growth opportunity for us, and we intend to grow this aspect of our business during fiscal 2009.

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Configured Solutions. In early fiscal 2008, we introduced a configured solutions service offering, designed to supplement our other business lines by providing logistics services to our customers and to other third parties that may not have the facilities, resources or capabilities that we do. These services include transportation, tracking, storing and delivering of equipment, and configuring and testing equipment at our locations. Our diverse geographic locations provide an excellent platform for these services, and we have the expertise in-house for the testing and configuration work. We believe this will provide an additional source of revenue, allow us to further utilize existing resources and facilities and provide yet another service that our customers need and not all of our competitors can offer.

Power System Solutions. In late fiscal 2008, we created our Green Energy Group. This division provides a complete portfolio of traditional network power equipment integrated with “environmentally friendly” or “Green” primary and backup power solutions. These solutions are designed to meet our customers’ growing network needs and help address the growing environmental challenges BCI and our customers feel strongly about. While the regulations have not yet been finalized, the Federal Communications Commission, or FCC, has proposed a mandate that wireless carriers provide for eight-hour power back-up solutions for their networks. As our customers work to develop power solutions for their networks given the FCC’s mandate, we believe we will be positioned to provide a wide array of power options for their consideration, including hydrogen fuel cells, micro turbines, solar and wind power solutions. These new product and service offerings will seamlessly integrate with our existing network installation and technical services business. We have many years of experience with the installation of back-up power systems, primarily generators and batteries, and this makes the addition of the Green Energy Group a natural extension of what we believe we already do very well.

Site Acquisition and Zoning. We began our business providing primarily site acquisition services that generally involve acting as an intermediary between telecommunications companies and owners of real estate and other facilities. In order to build and expand their networks, such companies require locations that have direct access to highways and roads to mount their antennas and equipment. The telecommunications companies are typically able and willing to pay fees for the rights to place their equipment in such strategic locations. Facility owners are generally eager to earn additional income from their properties. We generate fees by introducing telecommunications companies and real estate managers. We identify appropriate properties, negotiate the transactions and handle the administrative details. We also use our accumulated knowledge and relationships to assist in the planning and installation of the telecommunication facilities, and offer customers assistance in acquiring the necessary permits, entitlements and approvals that are required by various municipalities. We also prepare all zoning applications that may be needed, attend any necessary hearings and obtain any required land use permits to begin installation.

Industry Background

Wireless Telecommunications Networks

Wireless telecommunications networks are built using radio-based systems that allow a telephone or data terminal to communicate without a metallic or optical cord or wire equipment. The life cycle of a wireless network continually evolves and consists of several phases, including strategic planning, design, deployment, expansion, operations and maintenance. During the strategic planning phase, operators pursue the licenses necessary to build out a wireless system and make decisions about the type of technology and equipment to be used, where it will be located and how it will be configured. Technical planning and preliminary engineering designs are often required to decide on a deployment strategy and determine construction costs and the revenue generating ability of the wireless system.

Following acceptance of a wireless network design, access to land or building rooftops must be secured for towers or telecommunications equipment, including radio base stations, antennae and supporting electronics. Each site must be qualified in a number of areas, including zoning ordinance requirements, regulatory compliance and suitability for construction. Detailed site location designs are prepared, and radio frequency engineers review interference to or from co-located antennae. Construction and equipment installation then must be performed, and site performance is measured after completion of construction. Finally, professional technicians install and commission the new radio equipment, test it, integrate it with existing networks and tune the components to optimize performance.

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Once a wireless network becomes operational and the number of subscribers increases, the system must be expanded to increase system coverage and capacity. In addition, the wireless system must be continually updated and optimized to address changes in traffic patterns and interference from neighboring or competing networks or other radio sources. Operations and maintenance also involves tuning the network to enable operators to compete more effectively in areas where there are multiple system operators.

Finally, as new technologies are continuously developed, wireless service providers must determine whether to upgrade their existing networks or deploy new networks utilizing the latest available technologies. Overlaying new technologies, such as late second generation, third generation and fourth generation (“2.5G”, “3G” and “4G,” respectively), onto an existing network or deploying a new network requires operators to reengage in the strategic planning, design, deployment, expansion, operations and maintenance phases of a new cycle in the life of an existing or new network. A significant portion of business today is modifying existing sites by overlaying new technologies, as well as developing new sites for wireless carriers and others.

Growth and Evolution of the Wireless Telecommunications Industry

Worldwide use of wireless telecommunications has grown rapidly as cellular and other emerging wireless communications services have become more widely available and affordable for the mass business and consumer markets. The rapid growth in wireless telecommunications is driven by the dramatic increase in wireless telephone usage, as well as strong demand for wireless Internet and other data services. According to the Cellular Telecommunications and Internet Association, or CTIA, there were approximately 255.4 million wireless subscribers in the United States in 2007, up from 207.9 million in 2005. These subscribers used 2.1 trillion minutes, up from 1.5 trillion in 2005 and 431.9 million in 1995. This usage accounted for approximately $138.9 billion in wireless service revenue in 2007, an increase of 22% from the prior year. Also according to the CTIA, there were 213,299 cell sites in the U.S. in 2007, up from 183,689 in 2005 and 22,633 in 1995. Clearly the wireless industry continues to be in a strong growth mode, and we expect that to continue for the foreseeable future.

Wireless access to the Internet is also growing rapidly as web-enabled devices become more accessible. Demand for wireless Internet access and other data services is accelerating the adoption of new technologies, such as those embodied in 3G and 4G, to enable wireless networks to deliver enhanced data capabilities. Examples of wireless data services include e-mail, messaging services, Wi-Fi, WiMax, music on-demand, mobile-banking, locations-based services and interactive games. We believe that as new technologies are introduced, network upgrades will become necessary, and we will be well-positioned to assist our customers with the required upgrade work as we have the technical expertise, experience and capabilities to handle this work on a large scale, nation-wide basis. We believe that the industry’s commitment to adopt LTE (long term evolution) or WiMax equipment, both of which will generate significant capital expenditures by the major carriers, will provide the potential for significant opportunities for us over the next several years. Our company is a significant beneficiary of cell site modification work in the wireless business, particularly because we are technology neutral. Therefore, we are positioned and trained to assist our customers regardless of the technology they adopt, for example, LTE or WiMax.

Industry Challenges

During the past several years, the major wireless carriers began evaluating their costs for engineering and constructing wireless sites and, as a result, those expenses became an important issue. At that time, several well-funded private and public firms entered the industry as high-level general contractors. These larger companies, sometimes referred to as “consolidators”, include such companies as Bechtel Corporation and General Dynamics Corporation. These and other similarly situated companies put themselves between the larger wireless service providers, like Sprint Nextel, AT&T Wireless Services, Inc., Verizon Wireless, T-Mobile USA, Inc., and MetroPCS and their former contractors, such as us, by negotiating flat rate pricing. Many contracting firms entered into agreements with limited knowledge of the actual cost to complete the work, resulting in many lower than market bids. As a result, many smaller subcontractors could not compete at such reduced margins. During 2004, the wireless carriers also significantly reduced the number of sites they were going to build. These factors contributed to industry attrition in the equipment construction and installation sector. They also had a severe negative effect on the profitability of companies such as ours during that time. Today, we have the size, scope and resources to establish direct-to-carrier relationships. In addition, carriers are contracting with original equipment manufacturers, or OEMs, such as Ericsson, Samsung, Nokia and Motorola, to perform installation services, and we have been working directly with these OEMs to assist with these installation projects.

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Position in Industry

We believe that the large wireless carriers have not been entirely satisfied with their experience with some of the large contracting or project management firms, and that this dissatisfaction created an opportunity for full service, “self-performing” firms, such as BCI, with the ability to handle significant volume, to take over a portion of the work currently being performed by such firms. Now that we have become what is known as a “tier one” service provider, we receive purchase orders directly from the end user customer, the wireless carriers. This situation enhances our profitability by removing a layer of costs from our projects. We expect to continue to benefit from new developments in wireless technology and additional consolidation in the telecommunications industry.

Key Drivers of Change in Our Business

The key drivers of change in the wireless telecommunications industry have been:

· the introduction of new services or technologies;

· the increase in the number of subscribers served by wireless service providers;

· the increasing complexity of wireless systems in operation;

· continuing mergers, acquisitions and divestitures in the telecommunications sector;

· the issuance of new or additional licenses to wireless service providers; and

· the increase in spending to rebuild and improve other communications networks, such as Public Safety Networks.

Each of these key drivers is discussed below:

The introduction of new services or technologies. The rapid introduction of new services or technologies in the wireless market and the need to reduce operating costs in many cases have resulted in wireless service providers and equipment vendors outsourcing an increasing portion of their network services development work to companies such as ours. For example, new technologies such as text messaging, Internet access and video streaming to cellular telephones have driven wireless carriers to continually expand and enhance their networks. Such efforts involve providing both additional network capacity and expanded geographic coverage to address wireless customers’ expectation of network quality, speed and service. Therefore, wireless service providers have retained firms such as ours that have the technical expertise, experience and resources to assist with this network development and enhancement.

The increase in the number of wireless subscribers served by wirelessproviders. The number of wireless subscribers in the United States continues to increase rapidly. This creates an increase in usage by those subscribers and a scarcity of wireless spectrum, which requires carriers to expand and optimize system coverage and capacity to maintain network quality. The wireless carriers have engaged companies such as ours to increase the coverage and capacity of their networks. The wireless system also must be continually updated and optimized to address changes in traffic patterns and interference from neighboring or competing networks or other radio sources. Our customers also need companies such as ours to supplement their internal resources to address these developments.

The increasing complexity of wireless systems in operation. As new technologies are developed, wireless service providers must determine whether to upgrade their existing networks or deploy new networks utilizing the latest available technologies in order to maintain their market share. For example, overlaying new technologies, such as WiMAX or 4G, with an existing network or deploying a new network requires wireless service providers to reengage in the strategic planning, design, deployment, expansion, operations and maintenance phases of a new cycle in the life of an existing or new network. If the wireless carrier elects to upgrade an existing network, we can provide the services necessary to implement such an upgrade. If the carrier elects to deploy a new network, we can also provide the services necessary to implement this new development. For companies such as ours, the type of technology that our customers deploy or their decisions on whether to build new or upgrade existing networks is not critical. The driver for our business is the rapid growth of technology and increasing complexity of the networks that requires carriers to hire companies such as ours on an ongoing basis.

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Continuing mergers, acquisitions and divestitures in the telecommunications sector. In light of recent consolidation in the telecommunications sector, wireless service providers are faced with issues regarding the integration of separate telecommunications networks. This may provide us with the opportunity to provide services relating to performing network compatibility testing and resolving integration issues. We provide significant modification work to existing networks besides the construction of new wireless sites. In addition, when companies divest themselves of divisions or business units, this also provides opportunities and potential new customers for us. For example, in May 2008, our largest customer, Sprint Nextel Corporation, announced an agreement with Clearwire Corporation to form a new wireless communications company called Clearwire. According to Sprint, Clearwire will be focused on deploying the first nationwide mobile WiMAX network, which will offer enhanced speed and access to the Internet, among other things, for Clearwire customers. Clearwire is being funded by various other strategic partners, including Intel Corporation, Google Inc., Comcast Corporation, Time Warner Cable Inc. and Brighthouse Networks. We believe this type of transaction, with the addition of significant financial support from strategic partners, provides an excellent opportunity for companies such as ours to participate in the build-out of the WiMAX networks by Clearwire, while continuing to provide ongoing services to Sprint as it looks to upgrade and enhance its existing networks.

The issuance of new or additional licenses to wireless service providers. The Federal Communications Commission, or FCC, has issued, and we expect it will continue to issue, new licenses to wireless service providers that we believe will present new opportunities for us. For example, in the first few months of 2008, the FCC auctioned a significant number of licenses in the 700 MHz spectrum. This introduction of new licenses allows new entrants into the industry who will need to develop new networks. After receiving new or additional licenses necessary to build out their wireless systems, wireless service providers must make decisions about what type of technology and equipment will be used, where it will be deployed and how it will be configured. In addition, detailed site location designs must be prepared and radio frequency engineers must review interference to or from co-located antennae. Construction and equipment installation must then be performed and professional technicians must install and commission the new radio equipment, test and integrate it with existing networks and tune the components to optimize performance. We believe we are well positioned to service these needs.

The increase in spending to rebuild and improve other communicationsnetworks, such as Public Safety Networks. There has been and we believe there will continue to be increased spending on rebuilding and improving other communications networks, including wireless and wired data, video and voice networks, particularly those dedicated to public safety and homeland security communications. We currently service this growing market, and we plan on developing further expertise and adding resources to this area, specifically through the growth of our Specialty Communications Services division. The FCC has recently announced that it will once again attempt to sell certain “D-Block” licenses to support public safety networks across the country. We believe the D-Block licenses will ultimately be purchased, additional networks will be developed to support these frequencies, and this will lead to additional opportunities for network development and installation companies such as ours.

Plan of Operation

We believe it will be necessary to take the following steps within the next 12 months in order to meet our revenue goals and to achieve increased profitability:

Increase Business Development Activities. We recognize the need to increase our focus on business development, customer retention and the diversification of our customer base. We anticipate achieving this result though a variety of means, including, without limitation, hiring additional business development staff, increasing our exposure at trade shows and customer-sponsored events, and increasing our marketing efforts in an organized and effective manner. During fiscal 2008, we assembled a business development team dedicated entirely to our efforts in this area, which has already achieved positive results by winning new business around the country, expanding relationships with existing customers and diversifying our customer base.

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Increase Subcontractor Base. As we experience increased demand for our services, we will have to be flexible and utilize subcontractors in order to meet construction schedules to the extent we are unable to staff such jobs with existing staff. We have a robust qualification process for our subcontractors, and we believe our ability to locate and retain high quality, reliable subcontractors that meet our qualifications will be a significant part of our ability to achieve our growth goals. To that end, we have implemented an Internet based electronic payables system that allows our subcontractors to invoice us electronically, significantly easing the burden on our administrative staff, speeding up our payments to our subcontractors and helping us maintain our goal to be a “green” company by eliminating a significant amount of paper from the payment process. We have also implemented a Subcontractor Bill of Rights, making it clear that we treat our subcontractors as important members of our service team, and we believe our positive relationships with our subcontractors is a significant asset for our customers, reduces project-related disputes and distinguishes us from many of our competitors, specifically some of our larger competitors.

Increase Marketing Activities. Although we have achieved recognition in the wireless area, we believe that our typical customer may not be aware of our entire range of services. For example, one set of our customers may recognize us for our site acquisition and zoning or infrastructure equipment construction and installation services without being aware that we also provide radio frequency and network design and engineering services. Accordingly, we have recognized a need to create and implement a marketing plan to market us as a provider of the full range of wireless services. Our integrated service package might be of interest not only to potential customers looking for complete “turn-key” solutions but also clients who are more interested in an “a la carte” approach to their wireless needs. We have hired a Director of Marketing to assist with these efforts and provide the appropriate amount of focus to achieve our desired results in this area.

Seek Additional Strategic Acquisitions and Integrate Recent Acquisitions. In fiscal 2009, we plan to acquire compatible businesses that can be assimilated into our organization, expand our geographic coverage and add accretive earnings to our business. Our preferred acquisition candidates will have (i) service offerings that supplement, and not necessarily overlap with, our existing service offerings, (ii) an expansive customer base that will allow us to diversify our customer concentration, and (iii) a favorable financial profile. In Fiscal 2007, we acquired the assets and businesses of Digitcom and Radian, and these acquisitions have expanded our customer base, geographic presence, and number of employees. We believe we have successfully managed the associated growth and the integration of these companies into our business, and that this was an important part of our success in fiscal 2008. We will need to continue to see strong results from these offices to achieve our fiscal 2009 goals, in addition to successfully managing and integrating any new businesses we may acquire.

Competition

The telecommunications industry is highly competitive. It is difficult to clearly identify our competitors because we offer such a wide breadth of service offerings and many companies provide services similar to ours. However, we currently believe that our most significant competitors include WFI Deployment Services, NSORO LLC (now owned by MasTec), Goodman Networks Inc., Bechtel Corporation, and General Dynamics Corporation. Some of these competitors have greater capital resources, longer operating histories, larger customer bases, and more established industry relationships than we do. We distinguish ourselves from our competitors by being large enough to provide the resources our customers need on a nationwide, self-performing basis, while still maintaining our ability to be responsive, on a local level, to customer specific tasks that arise during any given engagement for services.

Government Regulation

Although we are not directly subject to any FCC or similar government regulations, the wireless networks that we design, deploy and manage are subject to these requirements. Those requirements dictate that the networks meet certain radio frequency emission standards, not cause unallowable interference to other services, and in some cases, accept interference from other services. Those networks are also subject to certain state and local government regulations and requirements. Other FCC regulations, such as the proposed requirement for wireless carriers to maintain eight-hour back-up power supplies for their cell sites, affect our business by driving our customers to pay for additional services to meet these requirements, which we can provide.

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Major Suppliers and Vendors

Historically, we have relied upon our own employees and subcontractors to perform services in order to fulfill our contractual obligations. Currently, the costs attributable to subcontractors represent approximately 72% of our cost of revenues. Over 39% of our subcontractor costs relate to fees paid to electrical and architectural and engineering (“A&E”) firms, as we do not hold electrical or A&E licenses in any of the jurisdictions where we operate. We do not rely on any one subcontractor, and we must utilize subcontractors that meet our qualification standards, timeframes and the contractual requirements of our customers.

Major Customers

As of and for the year ended June 30, 2008, we derived 84% of our total revenues from our two largest customers, and those customers represented 62% of our accounts receivable. During the year ended June 30, 2008, Sprint Nextel Corporation represented 77% and Metro PCS represented 7% of our total revenues. Our work for Sprint Nextel includes 4G, or WiMax (work for their Xohm Division), CDMA (Code-Division Multiple Access) and IDEN (Integrated Digital Enhanced Network) work.

As of and for the year ended June 30, 2007, we derived 87% of our total revenues from our two largest customers, and those customers represented 77% of our accounts receivable. During the year ended June 30, 2007, Sprint Nextel Corporation represented 80% and T-Mobile USA, Inc. represented 7% of our total revenues.

Seasonality

Incidents of inclement weather, particularly in the winter months in the northern parts of the country, hinder our ability to complete certain outdoor activities relating to the provision of certain of our services. Demand for our services is typically higher in the last few months of the calendar year, due primarily to acceleration of most customers’ capital expenditures for completing year-end projects, with a corresponding decrease in activity during the first few months of the following calendar year, typically because customers are evaluating their plans for such capital expenditures for the coming year during that period.

Backlog

As of June 30, 2008 and 2007, our backlog was approximately $15.2 million ($11.1 million in infrastructure construction and technical services and $4.1 million in site acquisition and zoning) and $30.9 million ($16.9 million in infrastructure construction and technical services and $14.0 million in site acquisition and zoning), respectively. In the fourth quarter of fiscal 2008, our largest customer notified us to delay completing certain purchase orders, and has cancelled other existing purchase orders. As a result, our backlog has decreased from $52.5 million as of March 31, 2008 to $15.2 million. We believe substantially all of our backlog at June 30, 2008 will be filled within the fiscal year ending June 30, 2009.

Employees

As of October 22, 2008, we employed 345 full-time and 9 part-time employees. We anticipate the need to increase our work force as additional contracts for projects are received. None of our employees are represented by labor unions.

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Properties

As of October 22, 2008, we had leases or contractual arrangements to utilize approximately 231,393 square feet for our operations, as set forth below:

Location	Size in Square Feet		Description		End of Lease Term
20 Bushes Lane Elmwood Park, NJ		15,800		Office and warehouse space		December 2008
97 Linden Avenue Elmwood Park, NJ		9,100		Office and warehouse space		Month-to-month
270 Market Street * Saddle Brook, NJ		34,780		Office and warehouse space		April 2013
18-01 Pollitt Drive Fair Lawn, NJ		76,926		Office and warehouse space		December 2017 **
1100 Taylors Lane Cinnaminson, NJ		10,209		Office and warehouse space		November 2009
45 Stouts Lane Monmouth Junction, NJ		5,000		Office and warehouse space		November 2011
8300 Stayton Drive Jessup, MD		19,853		Office and warehouse space		November, 2010
4885 Fulton Drive, Suite B Fairfield, CA		5,200		Office and warehouse space		October 2010
2580 N. Powerline Road Pompano Beach, FL		7,600		Office and warehouse space		February 2010
1210 West Alameda Drive Tempe, AZ		2,460		Office space		Month-to-month
95 Ryan Drive Raynham, MA		6,500		Office space		March 2010
14270 Albers Way Chino, CA		10,607		Office and warehouse space		December 2010
9401 Watson Industrial Park Crestwood, MO		5,000		Office and warehouse space		November 2008
4550 Cooper Sage Street N. Las Vegas, NV		3,750		Office space		May 2009
4280 25th Street NE Salem, OR		6,000		Office and warehouse space		Month-to-month
15030 Highway 99 Lynwood, WA		12,608		Office and warehouse space		March 2010

* Warehouse space is sub-leased

** Based upon a commencement date of January 1, 2009

We also own 0.9 acres of property, including office and warehouse facilities, in Arlington, Texas.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated financial statements and the related notes that are set forth under the heading “Financial Statements and Supplementary Data” elsewhere in this prospectus.

Business

We are a leading contractor to the wireless communications industry, providing a wide range of services primarily to wireless and traditional telecommunications carriers. Our core activities include communications infrastructure equipment construction and installation; site acquisition and zoning to support communication network build-outs; radio frequency and network design and engineering; radio transmission base station installation and modification; and in-building network design, engineering and construction. We also provide specialty communication services, configured solutions and power system solutions. We provide some or all of these services to our customers, most of which are companies in the wireless telecommunications and/or data transmission industries, as well as to utility companies and government agencies and municipalities. Our customers rely on us to assist them in planning, site location and leasing. For a more complete discussion of our business, see the section of this prospectus entitled “Business”.

On February 28, 2007, we entered into an Asset Purchase Agreement with Digital Communication Services, Inc. (“DCS”) and its affiliates for the purchase of certain of DCS’ assets in Arlington, Texas. This acquisition expanded and strengthened our presence in Texas and the Midwest region. On April 16, 2007, we entered into an Asset Purchase Agreement with Radian Communication Services, Inc. (“Radian”) to purchase certain of the U.S. assets and operations of Radian and assume certain liabilities of Radian. This acquisition expanded our presence in Los Angeles, California, Las Vegas, Nevada, and Seattle, Washington, and added offices in Salem, Oregon and Tempe, Arizona. These acquisitions have allowed us to become a nationwide service provider for our customers, the most significant of which have nationwide operations that require the types of services we provide. These acquisitions have also expanded our customer base and have had a positive impact on our fiscal 2008 and 2007 financial results.

Basis of Presentation

We currently report our financial results on the basis of two reportable segments: (1) infrastructure construction and technical services and (2) site acquisition and zoning.

YEAR ENDED JUNE 30, 2008 COMPARED TO YEAR ENDED JUNE 30, 2007

(amounts in thousands unless otherwise stated)

Revenues

	Fiscal Years Ended June 30,
	2008		2007		Increase
Infrastructure construction and technical services	$	98,563	$	43,501	$	55,062
Site acquisition and zoning		29,809		11,634		18,175
Total	$	128,372	$	55,135	$	73,237

We had revenues of $128.4 million for the year ended June 30, 2008, versus $55.1 million for the year ended June 30, 2007. This represents an increase of $73.2 million, or 133%. This increase is primarily due to significant growth in our infrastructure construction and technical services segment and to significant awards of new business from our top customers during the first half of fiscal 2008. In addition, approximately $19.2 million of this increase is attributable to the Digitcom and Radian acquisitions in the third and fourth quarters of the fiscal year ended June 30, 2007.

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Revenues from infrastructure construction and technical services increased $55.1 million, or 127% for the year ended June 30, 2008 as compared to the year ended June 30, 2007, and accounted for approximately 77% and 79% of total revenues for these years, respectively. Newly acquired regional markets resulting from the Digitcom and Radian acquisitions accounted for approximately $16.1 million, or 29% of the increase.

Site acquisition and zoning increased $18.2 million, or 156% for the year ended June 30, 2008 as compared to the year ended June 30, 2007, and accounted for approximately 23% and 21% of total revenues for these years, respectively. Newly acquired regional markets resulting from the Digitcom and Radian acquisitions accounted for approximately $3.1 million, or 17% of the increase. We expect this mix of segment revenue to remain substantially the same during the fiscal year ending June 30, 2009.

Because of the nature of our business, we win and begin projects on an irregular basis, and therefore, we expect to see considerable variability in our quarterly results during fiscal 2009. In fiscal 2008, for example, we had an extraordinarily strong second quarter because a significant push by our largest customer to complete a large number of jobs in this period. In the fourth quarter of fiscal 2008, this customer cancelled certain purchase orders, and instructed us to delay the completion of other existing purchase orders. We expect this to impact our financial results in the first and second fiscal quarters of fiscal 2009, and therefore, we do not believe the financial results of these quarters will match the results of the first and second quarters of fiscal 2008. We consider our annual results to be the most appropriate measure for evaluating our business because of the quarterly variability of our results.

Cost of Revenues

	Fiscal Years Ended June 30,
	2008		2007		Increase
Infrastructure construction and technical services	$	64,643	$	29,674	$	34,969
Site acquisition and zoning		18,809		7,601		11,208
Total	$	83,452	$	37,275	$	46,177

Our cost of revenues was $83.5 million and $37.3 million for the years ended June 30, 2008 and 2007, respectively. This represents an increase of $46.2 million, or 124%, during a period when sales increased 133%. These amounts represent 65% and 68% of total revenues for the years ended June 30, 2008 and 2007, respectively.

Cost of revenues for infrastructure construction and technical services increased $35.0 million for the year ended June 30, 2008 as compared with the year ended June 30, 2007. This represents an increase of approximately 118% during a period when sales for this segment increased 127%. Newly acquired regional markets resulting from the Digitcom and Radian acquisitions accounted for approximately $11.2 million of the total cost of revenues for this segment during Fiscal 2008.

Cost of revenues for site acquisition and zoning services increased $11.2 million for the year ended June 30, 2008 from the similar period ended June 30, 2007. This represents an increase of approximately 147% during a period when sales for this segment increased 156%. Newly acquired regional markets resulting from the Digitcom and Radian acquisitions accounted for approximately $2.3 million of the total cost of revenues for this segment during Fiscal 2008.

Gross Margin

	Fiscal Years Ended June 30,
	2008		2007		Increase
Infrastructure construction and technical services	$	33,920	$	13,827	$	20,093
Site acquisition and zoning		11,000		4,033		6,967
Total	$	44,920	$	17,860	$	27,060

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Our gross margin for the years ended June 30, 2008 and 2007 was $44.9 million and $17.9 million, or 35% and 32% of revenues, respectively.

Gross margins increased because of a large number of premature job closeouts by our largest customer in the fourth quarter of fiscal 2008. The revenue associated with these jobs is accounted for under the percentage-of-completion method of accounting using revenue and performance milestones as a method of estimating percentage of completion. This estimated percentage of completion is applied to the total estimated contract cost in order to accrue costs each quarter. When this large number of jobs was prematurely terminated, we reversed certain costs that we had previously accrued in this manner. This reversal lowered our cost of revenues and increased our reported gross margin. Absent these job cancellations in the fourth quarter, our gross margin for fiscal 2008 would have been approximately 30%, or slightly lower than our fiscal 2007 gross margin. We have historically had a gross margin in this range, and we believe that our gross margin will remain in this range going forward as long as our business mix remains substantially the same.

Selling, General and Administrative Expenses

	Fiscal Years Ended June 30,
	2008		2007		Increase
Infrastructure construction and technical services	$	20,885	$	11,964	$	8,921
Site acquisition and zoning		4,818		2,650		2,168
Total	$	25,703	$	14,614	$	11,089

Selling, general and administrative expenses for the year ended June 30, 2008 was $25.7 million as compared to $14.6 million for the year ended June 30, 2007. This represents an increase of approximately $11.1 million, or 76% during a period when revenues increased 133%. $4.4 million of this increase represents additional expenses relating to the operations of the markets we acquired in the third and fourth quarters of fiscal 2007. $4.6 million represents additional payroll expenses in existing markets relating to increased staffing levels necessary to facilitate the increased sales and expected continued growth of our existing operations. Additionally, we recognized increased spending of approximately $0.3 million in insurance premiums, $0.6 million in accounting and legal fees and a decrease of $0.2 million for an additional provision for potential New Jersey sales taxes.

Depreciation and Amortization

Depreciation expense for the year ended June 30, 2008 was $0.8 million as compared to $0.4 million for the year ended June 30, 2007. This represents an increase of $0.4 million. The increase was primarily caused by an increase in purchases of property and equipment, including those acquired through the acquisitions of Digitcom and Radian.

Amortization expense for the year ended June 30, 2008 was $0.4 million as compared to $0.1 million for the year ended June 30, 2007. This represents an increase of $0.3 million. This increase was caused by a full year of amortization of amortizable intangible assets related to the acquisitions of Digitcom and Radian as compared to less than a full year in fiscal 2007.

Interest Income and Expense

Interest income for the year ended June 30, 2008 was $71 thousand, an increase of $34 thousand from $37 thousand for the year ended June 30, 2007. This increase was caused by the additional cash and cash equivalents we received as a result of our cash provided by operations and financing transactions with Sigma Opportunity Fund and its affiliates and non-affiliated co-investors during the second and third quarters of fiscal 2007 (the “Sigma Transactions”).

Interest expense for the year ended June 30, 2008 was $1.4 million. This represents an increase of $0.8 million from $0.6 million for the year ended June 30, 2007. This increase was caused by additional debt incurred related to the Sigma Transactions, our issuance of a promissory note as part of the purchase price for our acquisition of Digital Communications Services, Inc., and our expanded line of credit with Presidential Financial and PNC Bank.

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Amortization of deferred financing fees and accretion of debt discount was $2.0 million for the year ended June 30, 2008 as compared to $0.7 million for the year ended June 30, 2007. This increase was caused by a full year of amortization and accretion of fees during fiscal 2008 as compared to only six months during fiscal 2007. See Note 9 of our Consolidated Financial Statements presented elsewhere in this prospectus for a more complete description of these charges.

Other Income

Other income increased to $0.2 million during the year ended June 30, 2008 as compared to $14 thousand for the year ended June 30, 2007. The increase primarily related to subrental income recognized on office and warehouse space formerly occupied by the Company and royalty income from mineral rights recognized from land owned by the Company.

Income Tax Expense

Income tax expense was $6.4 million for the year ended June 30, 2008 as compared to a tax benefit of ($0.2) million for the year ended June 30, 2007. The effective tax rate for the year ended June 30, 2008 was 43%. During fiscal 2007, the Company reversed its valuation allowance of $0.7 million, resulting in a tax benefit for the year.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2008, we had consolidated current assets of approximately $36.7 million, including cash and cash equivalents of approximately $3.2 million and net working capital of approximately $16.6 million. Historically, we have funded our operations primarily through operating cash flow, the proceeds of private placements of our common and preferred stock and borrowings under loan arrangements. The principal uses of cash during the year ended June 30, 2008 have been working capital, purchases of property and equipment and repayment of debt.

In September 2003, we entered into a revolving credit facility with Presidential Financial Corporation of Delaware Valley (the “Presidential Facility”). On April 3, 2007, we amended the Presidential Facility to, among other things, increase the availability under the Presidential Facility to $8.0 million. The Presidential Facility matured on April 3, 2008 and was extended on a month-to-month basis thereafter on the same terms and conditions, except for a .25% increase in monthly service fees. In connection with BCI’s entry into the Revolving Credit and Security Agreement with PNC Bank, National Association (“PNC”) (as described below), on April 18, 2008, the Company retired the Presidential Facility and satisfied all sums due and payable thereunder. There were no penalties associated with retiring the Presidential Facility prior to the end of the one-month term.

On April 17, 2008, our wholly owned subsidiary BCI, as borrower, became obligated under a Revolving Credit and Security Agreement (the “PNC Facility”) with PNC and such other lenders as may thereafter become a party to the PNC Facility (collectively, the “Lenders”). Under the terms of the PNC Facility, BCI is entitled to request that the Lenders make revolving advances to BCI from time to time in an amount up to the lesser of (i) 85% of the value of certain receivables owned by BCI and approved by the Lenders as collateral or (ii) a total of $15.0 million. Such revolving advances were used by BCI to repay existing indebtedness owed to Presidential, pay fees and expenses relating to entering into the PNC Facility and provide for BCI’s working capital needs, and may be used to assist in the acquisition of companies engaged in the same line of business as BCI.

Interest on the revolving advances shall accrue (a) for domestic rate loans, at a rate per annum equal to the higher of (1) the base commercial lending rate of PNC as publicly announced to be in effect from time to time, or (2) the federal funds open rate plus 1/2 of 1%, and (b) for Eurodollar rate loans, at a rate per annum equal to (1) the rate at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market (as displayed by Bloomberg), divided by (2) one minus the reserve percentage requirement as determined by the Board of Governors of the Federal Reserve System. Such amounts are secured by a blanket security interest in favor of the Lenders that covers all of BCI’s receivables, equipment, general intangibles, inventory, investment property, certain real property, certain leasehold interests, all subsidiary stock, records and other property and proceeds of all of the foregoing.

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The term of the PNC Facility is three years and shall terminate on April 17, 2011. BCI may terminate the PNC Facility at any time upon sixty (60) days’ prior written notice and upon payment in full of the obligations owing under the PNC Facility or any related documents. Upon such early termination by BCI, BCI shall pay the Lenders an early termination fee in an amount equal to (1) one half of one percent (0.50%) of $15.0 million if the early termination occurs on or before April 16, 2009, and (2) three eighths of one percent (0.375%) of $15.0 million if the early termination occurs on or after April 17, 2009 or on or before April 16, 2010.

In connection with the closing of the PNC Facility, Berliner became obligated under that certain Guaranty and Suretyship Agreement (the “Guaranty”), dated April 17, 2008, in favor of the Lenders, pursuant to which we unconditionally guaranteed and became surety for the prompt payment and performance of all loans, advances, debts, liabilities, obligations, covenants and duties owing by BCI to PNC as agent for the benefit of the Lenders, of any kind or nature, present or future, whether direct or indirect, absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, to the Lenders by BCI. In the event BCI is unable to pay any amounts owed to the Lenders, we would be liable, pursuant to the Guaranty, for such amounts upon the same terms and conditions as BCI would be liable.

Along with the PNC Facility, BCI entered into a Revolving Credit Note (the “PNC Note”) with the Lenders, pursuant to which, BCI agreed to repay the Lenders the principal amount of $15.0 million or, if different from such amount, the unpaid balance of advances due and owing to PNC under the PNC Facility, plus interest on the principal amount from time to time outstanding until such principal amount is paid in full, at the applicable interest rates in accordance with the provisions of the PNC Facility. The PNC Note is subject to mandatory prepayment upon default under the terms of the agreement and may be voluntarily prepaid, in whole or in part, on the terms and conditions set forth in the PNC Facility. Upon the occurrence of an event of default due to bankruptcy or BCI’s inability to pay, the PNC Note shall immediately become due and payable, without notice. Other uncured defaults under the PNC Facility or any related document shall cause the PNC Note to be declared immediately due and payable, without notice, in accordance with the terms of the PNC Facility. Notwithstanding the foregoing, all outstanding principal and interest are due and payable on April 17, 2011. On June 30, 2008, the balance of the PNC Note was $0.2 million.

On December 29, 2006, we entered into the Note Purchase Agreement pursuant to which over a period of time the Company entered into four separate promissory notes (the "Notes") with each of Sigma in the original principal amount of $3.0 million, Pacific Asset Partners ("Pacific") in the original principal amount of $1.0 million, Operis Partners I LLC ("Operis") in the original principal amount of $500,000, and Sigma Berliner, LLC ("SBLLC") in the original principal amount of $1,500,000. Collectively, SBLLC, Sigma, Operis, and Pacific are referred to as the "Noteholders." In connection with the Note Purchase Agreement, the Company entered into a Security Agreement, dated as of December 29, 2006 (the "Security Agreement") pursuant to which the Company granted a security interest in certain collateral to the Noteholders.

On June 25, 2008, the Noteholders converted the full principal amounts of the Notes into common stock of the Company at a conversion price of $1.00 per share. The Company paid each Noteholder cash payments representing interest payments the Noteholders would have received had they converted on the Notes’ maturity date, December 29, 2008. Upon conversion, (a) Sigma received 3,000,000 shares of common stock and a cash payment of $0.2 million, (b) Operis received 500,000 shares of common stock and a cash payment of $0.1 million, (c) Pacific received 1,000,000 shares of common stock and a cash payment of $0.1 million, and (d) Sigma Berliner received 1,500,000 shares of common stock and a cash payment of $0.1 million. As a result of the conversion, the Security Agreement terminated by its own terms.

Our ability to satisfy our current obligations is dependent upon our cash on hand, borrowings under our credit facility with PNC, and the operations of BCI. Our current obligations consist of capital expenditures, debt service and funding working capital. In the event we do not continue to generate positive cash flow, 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 as we achieve positive cash flow. The cancellation and/or deferral of a number of projects from our largest customer may have a material impact on our ability to generate sufficient cash flow in future periods. We anticipate that certain cost savings strategies will be necessary unless and until our largest customer elects to proceed with these cancelled or deferred projects or we have obtained orders from other customers sufficient to replace these projects.

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The net cash flows for the years ended June 30, 2008 and 2007 are as follows:

	For the Years Ended June 30,
	2008			2007
Net cash (used in) provided by operating activities	$	7,944		$	(1,064	)
Net cash used in investing activities		(947	)		(6,239	)
Net cash (used in) provided by financing activities		(6,307	)		9,252

Cash Provided by / Used in Operating Activities

Net cash provided by operating activities for the year ended June 30, 2008 totaled approximately $7.9 million. Net cash used in operating activities for the year ended June 30, 2007 was approximately $1.1 million.

During the year ended June 30, 2008, cash provided by operating activities primarily resulted from operating income of $12.6 million, net of non-cash charges. Cash used in operating activities primarily resulted from an increase in accounts receivable of $8.3 million due to increased revenue during the period and decreases in accounts payable of $2.6 million. These amounts were partly offset by increases in accrued liabilities of $4.8 million and accrued income taxes of $1.5 million.

During the year ended June 30, 2007, cash used in operating activities primarily resulted from operating income of $2.2 million, net of non-cash charges. Cash used in operating activities primarily resulted from an increase in accounts receivable of $4.2 million due to increased revenue during the period, increased accrued expenses of $0.6 million, and decreases in accounts payable (net of accounts payable realized for the acquisition of Radian) of $1.0 million.

Cash Used in Investing Activities

Cash used in investing activities for the years ended June 30, 2008 and 2007 totaled approximately $0.9 million and $6.2 million, respectively.

During the year ended June 30, 2008, cash used in investing activities primarily resulted from purchases of property and equipment of $1.0 million.

During the year ended June 30, 2007, cash used in investing activities primarily resulted from asset acquisitions of $5.7 million and purchases of property and equipment of $0.5 million.

Cash Provided by / Used In Financing Activities

Cash used in financing activities for the year ended June 30, 2008 totaled approximately $6.3 million as compared to cash provided by financing activities for the year ended June 30, 2007 of approximately $9.3 million.

During the year ended June 30, 2008, cash used in financing activities primarily resulted from a net pay down under our credit line of $5.3 million and repayment of other debt of $1.0 million.

During the year ended June 30, 2007, cash provided by financing activities primarily resulted from net borrowings under our credit line of $4.4 million and new debt incurred of $6.0 million which were partially offset by financing fees paid of $0.6 million.

We believe our existing cash, cash equivalents and line of credit will be sufficient to meet our cash requirements in the near term. Our future capital requirements will depend on many factors, including our rate of revenue growth, the timing and extent of capital expenditures to support our contracts and expansion of sales and marketing. We cannot assure that additional equity or debt financing will be available on acceptable terms, or at all. We expect our sources of liquidity beyond twelve months will be our then current cash balances, funds from operations, if any, our current PNC credit facility and any additional equity or credit facilities we can arrange.

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Critical Accounting Policies

Revenue Recognition

Site acquisition and zoning services revenue is based upon output measures using contract milestones as the basis. Revenue from infrastructure equipment construction and installation contracts, which are generally completed within 90 days, is recorded under the percentage-of-completion method based on the percentage that total direct costs incurred to date bear to estimated total costs at completion. Losses are recognized when such losses become known. All other revenue is recognized as work is performed.

Unbilled receivables represent revenue on uncompleted infrastructure equipment construction and installation contracts that are not yet billed or billable, pursuant to contract terms. Deferred revenues principally represent the value of services to customers that have been billed as of the balance sheet date but for which the requisite services have not yet been rendered.

Risks and Uncertainties

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of accounts receivable. We routinely assess the financial strength of our customers and do not require collateral or other security to support customer receivables. Credit losses are provided for in our consolidated financial statements in the form of an allowance for doubtful accounts. Our allowance for doubtful accounts is based upon the expected collectability of all our accounts receivable. We determine our allowance by considering a number of factors, including the length of time it is past due, our previous loss history and the customer’s current ability to pay its obligations. Accounts receivable are written off when they are considered to be uncollectible and any payments subsequently received on such receivables are credited to the allowance for doubtful accounts.

Effects of Inflation

We do not believe that the businesses of our subsidiaries are impacted by inflation to a significantly different extent than the general economy. However, there can be no assurance that inflation will not have a material effect on operations in the future.

Recently Issued Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of SFAS Statement No. 109, (“FIN 48”), which establishes that the financial statement effects of a tax position taken or expected to be taken in a tax return are to be recognized in the financial statements when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. FIN 48 is effective for fiscal years beginning after December 15, 2006.

We adopted FIN 48 on July 1, 2007. On that date, we had no material uncertain tax positions. The cumulative effect of applying this interpretation did not result in any adjustment to retained earnings as of July 1, 2007. We recognize interest, if any, as interest expense, and penalties, if any, as a component of selling, general and administrative expense in our consolidated financial statements. We file a consolidated U.S. federal income tax return as well as income tax returns for several state jurisdictions, of which New Jersey is the most significant. We currently do not have any income tax returns which are under audit. Income tax returns remain open for examination under U.S. and state statutes for years ended June 30, 2005 and thereafter.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements ("SFAS 157") which is intended to increase consistency and comparability in fair value measurements by defining fair value, establishing a framework for measuring fair value and expanding disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for the fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The Company has determined that the impact SFAS 157 will have on its consolidated financial statements upon adoption will not be material to the financial statements taken as a whole.

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In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities ("SFAS 159"). This statement permits companies to choose to measure many financial assets and liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company has determined that the impact SFAS 159 will have on its consolidated financial statements upon adoption will not be material to the financial statements taken as a whole.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (“SFAS 160”). This statement amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest (minority interest) in a subsidiary and for the deconsolidation of a subsidiary. Upon its adoption, noncontrolling interests will be classified as equity in our consolidated balance sheets. Income and comprehensive income attributed to noncontrolling interests will be included in our consolidated statements of operations and our consolidated statements of equity. SFAS 160 is effective for fiscal years beginning after December 15, 2008. This statement shall be applied prospectively as of the beginning of the fiscal year in which this Statement is initially applied, except for the presentation and disclosure requirements which must be applied retrospectively for all periods presented.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (Revised), Business Combinations (“SFAS 141R”). This statement provides companies with principles and requirements on how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree as well as the recognition and measurement of goodwill acquired in a business combination. The statement also requires certain disclosures to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Acquisition costs associated with the business combination will generally be expensed as incurred. SFAS 141R is effective for business combinations occurring in fiscal years beginning after December 15, 2008. Early adoption of this statement is not permitted.

In June 2008, the FASB ratified EITF Issue No. 07-5, Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entity’s Own Stock (“EITF 07-5”). EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. It also clarifies on the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact, if any, on its consolidated financial position and results of operations.

LEGAL PROCEEDINGS

We and our subsidiaries are involved in legal proceedings from time to time, none of which we believe, if decided adversely to us or our subsidiaries, would have a material adverse effect on our business, financial condition or results of operations.

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MANAGEMENT

Our executive officers and the members of our Board, along with their ages, are as follows:

Name	Age	Position
Richard B. Berliner	55	Chairman of the Board, Chief Executive Officer and Class II Director
Raymond A. Cardonne, Jr.	42	Chief Financial Officer
Michael Guerriero	47	Chief Operating Officer
Nicholas Day	39	General Counsel and Secretary
Robert Bradley	33	Vice President, BCI East
Richard Statler	61	Vice President, BCI West
Mark S. Dailey	50	Director
Peter J. Mixter	56	Director
Mehran Nazari	48	Director
John Stevens Robling, Jr.	58	Director
Thom Waye	43	Director

Our Board is divided into three classes, with our Class II Directors serving until the 2010 Annual Meeting of Stockholders, our Class III Directors serving until the 2008 Annual Meeting of Stockholders, and our Class I Director serving until the 2009 Annual Meeting of Stockholders.

Rich B. Berliner, 55, has been one of the Company’s directors, and Chief Executive Officer and Chairman of the Board since February 2005. He has been the Chief Executive Officer and Chairman of the Board of Old Berliner since 1995. He previously served as Executive Vice President of Communications Development Systems and was responsible for managing sales, marketing and customer activities for construction services to wireless carriers. Mr. Berliner also held multiple senior executive positions with AAT Communications, Inc., a communications-oriented property management firm, and Drive Phone, Inc., a major distributor of wireless telephones and services. He received a Bachelor of Arts degree from Rutgers College.

Raymond A. Cardonne, Jr., 42, is our Chief Financial Officer and Treasurer, a role he assumed in November 2007. Prior to joining the Company, Mr. Cardonne served as the Chief Financial Officer and Treasurer of Refac Optical Group, a then AMEX-listed retail optical chain with over 500 locations, from August 2000 until February 2007. From December 1997 until August 2000, he served as a Vice President of Refac responsible for technology licensing and commercialization. Prior to joining Refac, Mr. Cardonne was a Vice President of Corporate Development at Technology Management & Funding, L.P., a limited partnership formed to create and develop early stage technology-based companies, from December 1994 through November 1997. Mr. Cardonne also worked for NEPA Venture Funds, an early-stage venture capital firm. Mr. Cardonne received his Bachelor of Science degree and Masters of Business Administration from Lehigh University.

Michael S. Guerriero, 47, is our Chief Operating Officer, a role he assumed in February 2006. He previously served as our Executive Vice President of the Technical Services organization from February 2004 to January 2005. From July 2001 to December 2003, Mr. Guerriero held the position of Area Vice President at Sprint responsible for the PCS/wireless network build-out in the Northeast Region. Prior to that position, he was the Director of Engineering for the Northeast and was responsible for the initial design and deployment of the Sprint PCS/wireless network in the NY/NJ/CT metro area. His professional career spans over 20 years and includes a number of technical and leadership positions in the defense and telecommunication industries. Mr. Guerriero received a Bachelor of Science degree in Electrical Engineering from the New Jersey Institute of Technology and is a licensed Professional Engineer.

Nicholas Day, 39, is our General Counsel and Corporate Secretary, a role he assumed in October 2006. Prior to joining us, Mr. Day served as Senior Corporate Counsel for Net2Phone, Inc., a then Nasdaq-listed provider of voice over Internet protocol, or VoIP, telephony products and services from August 2002 to March 2006. From August 2000 to August 2002, Mr. Day served as Associate General Counsel for WorldGate Communications, Inc., a then Nasdaq-listed provider of personal video telephony products. Mr. Day began his career as a business attorney with the law firm of Saul Ewing, LLP from September 1995 to August 2000. Mr. Day received his A.B. degree from Duke University and his J.D. degree, with honors, from Villanova University School of Law.

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Robert Bradley, 33, is our Vice President, BCI East, a position he has held since September 2008. Prior to this time, Mr. Bradley was Vice President of our New York and New Jersey Region from July 2007 to September 2008, and he was our Vice President, Business Development from July 2005 to July 2007. Mr. Bradley is now responsible for managing BCI East operations, maintaining customer service and relationships, growing existing and establishing new local offices, overseeing quality control of services, all while continuing to be responsible for generating company sales for his region. Mr. Bradley’s telecommunications career began with BCI in 2001 as a Project Manager in the New York/New Jersey market. From 1998 to 2000, he held logistics positions with Sony Corporation and DHL. Mr. Bradley earned his Bachelor of Arts & Science degree from West Virginia University.

Richard Statler, 61, is our Vice President, BCI West, a role he assumed in August 2008. Prior to joining us, Mr. Statler served as Vice President of Alcoa Wireless Services, which was later purchased by SAC Wireless, where he was also Vice President, from August 2004 to May 2008. In these roles, Mr. Statler had national responsibilities for Business Development, Sales and Marketing. Prior to joining Alcoa, Mr. Statler served at AT&T Wireless Services as National Director of Two Way Messaging from July 1996 to September 2007. While in this role, he was responsible for the deployment of over 4,000 sites across the United States. He also has international experience, having served twice as Regional Director for Airtouch International in Europe, and again in the Peoples Republic of China. Mr. Statler has also held a number of other senior management positions in the telecommunications industry with various wireless service providers, tower companies (Vice President of American Tower – AMT NYSE) and service vendors. He has a degree in Finance from California State University, Northridge and a Masters of Business Administration from Pepperdine University. He also serves on the Board of Directors for the California Wireless Association and is Chairman of its Advisory Board.

Mark S. Dailey, 50, has been one of our directors since February 2006. Mr. Daily is a private investor who from 1999 to 2004 held senior executive management positions including Executive Vice President, Sales and Marketing of Intralinks, Inc., a venture-funded secure document distribution company, Chief Operating Officer of LexiQuest, Inc., a technology-based company exploiting linguistics and natural language processing in developing software tools to manage, access and retrieve large Intranet document collections and Chief Operating Officer of Medcast Networks, a venture capital-backed start-up delivering comprehensive medical information to physicians. From 1986 to 1999, Mr. Dailey held various senior level positions with Bloomberg Financial Markets, a global leader in the delivery of international real-time financial information. Prior to joining Bloomberg, Mr. Dailey worked for several investment banking firms.

Mark S. Dailey has been designated a nominee for director by the previous holders of the Company’s preferred stock pursuant to the terms of that certain Voting Agreement executed in connection with the 2005 acquisition of assets of Old Berliner, Inc. We, along with the previous holders of the Company’s preferred stock and Old Berliner agreed that, beginning on the date we filed an amendment to our certificate of incorporation, which occurred on September 16, 2005, (the “Effective Time”) until the date that the previous holders of the Company’s Series B Convertible Preferred Stock and the Series D Convertible Preferred Stock (the “Converted Preferred Stockholders”) collectively hold less than 30% of the shares of common stock held by the Converted Preferred Stockholders at the Effective Time, Old Berliner will nominate for election, vote all shares of the Company’s common stock that Old Berliner now holds or will hold in the future for, and otherwise support, one individual designated by the holders of 75% of the common stock held by the Converted Preferred Stockholders to the Company’s Board, assuming that there are five directors, or such other number of director designees as will equal 20% of the total membership of the Company’s Board in the event of any increase in the size of the Board. Old Berliner also agreed not to vote to remove any such director designee unless such removal is requested in writing by holders of 75% of the common stock then held by Converted Preferred Stockholders. If any such director designee ceases, for any reason, to serve as a member of the Company’s Board during his or her term of office, Old Berliner also agreed to vote all shares of the Company’s common stock that Old Berliner now holds or will hold in the future for the election of such new director designee as will be recommended in writing by the holders of 75% of the common stock then held by such Converted Preferred Stockholders.

Peter J. Mixter, 56, has been one of the Company’s directors since July 9, 2004. Since May 30, 2006, Mr. Mixter has been Managing Director and Head of the Healthcare Industry Practice of Sanders Morris Harris Group, an investment bank.  He was a private investor from 1999 to 2006. From 1980 to 1999, Mr. Mixter was employed by Lehman Brothers, an investment bank, serving most recently as Managing Director of the Healthcare Corporate Finance Group and as a member of the Global Healthcare Management Committee.  Prior to joining Lehman Brothers, Mr. Mixter served as an Assistant Secretary and Lending Officer for the New England Division of Manufacturers Hanover Trust.  He received a Bachelor of Arts degree from the University of Vermont and a Masters in Business Administration degree from Columbia University Graduate School of Business.  Since June 2006, Mr. Mixter has been a director of four entities related to Greyshrike Capital LLP, a European hedge fund manager: Greyshrike European Master Fund, Greyshrike European Fund, Greyshrike Capital (Cayman) Limited and Greyshrike General Partner Limited.

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Mehran Nazari, 48, has been one of the Company’s directors since February 2005. He has been the President and Chief Operating Officer of Advanced Generation Telecom Group, Inc., a telecommunications and information technology consulting and strategic planning company since 2001. From 2000 to 2001, he was Director of Engineering of Kurtis & Associates, PLC, a telecommunications engineering firm. Prior to 2000, he was a senior partner and the Director of Engineering at Lukas, Nace, Gutierrez and Sachs, PC. He received a Bachelor of Science degree from George Washington University is pursuing a Master in telecommunications and computer science from George Washington University as well.

John Stevens Robling, Jr., 58, has been one of the Company’s directors since June 5, 2001 and is also currently Chairman of our Audit Committee. He is Managing Director of Liati Capital, LLC. He also served in various capacities, including as the Company’s Vice President, Chief Financial Officer, Treasurer and Assistant Secretary, from September 22, 1999, through August 31, 2000. Prior to his appointment to these positions, Mr. Robling was Chief Financial Officer of AxisTel Communications, Inc., one of the Company’s subsidiaries, and PhoneFree.com, Inc. (now Gemini Voice Solutions, Inc.) also an affiliate of the Company. Before joining AxisTel in 1998, Mr. Robling was an independent financial advisor and specialized in offering private equity investment services to various clients. From 1992 to 1997, Mr. Robling was Senior Managing Director principal, member of the board of directors and member of the investment committee of Hamilton Lane Advisors, Inc. Hamilton Lane is a private equity-consulting firm headquartered in Philadelphia. Prior to joining Hamilton Lane, Mr. Robling was a Vice President at Lazard Freres & Co. in its International and Mergers and Acquisitions Departments. He was also a member of the Country Advisory Group, an informal partnership among Lazard Freres & Co., S.G. Warburg and Lehman Brothers, which advised the sovereign governments of developing countries. In connection with these engagements, Mr. Robling provided financial advisory services to national telecommunications authorities and multinational telecommunications companies. Mr. Robling received a Bachelor of Arts degree, with distinction, from Georgetown University and a Master of Business Administration degree from the University of Chicago.

Thom Waye, 43, has been one of the Company’s directors since December 2006. Mr. Waye currently serves as the manager of Sigma Opportunity Fund, LLC, one of our principal stockholders (“Sigma”). Prior to forming Sigma in August 2003, Mr. Waye was a partner and managing director at ComVest Venture Partners, L.P. from 2000 to 2003. Before joining ComVest, Mr. Waye was at AIG from 1996 to 2000, where he was a vice president in the private equity group, responsible for fund-raising and fund development. In addition, Mr. Waye previously led Motorola’s and Unisys’ New York based non-banking, financial services sales and marketing efforts. Mr. Waye holds an MBA in Accounting and Finance from the University of Chicago Graduate School of Business and a B.Sc. in Management Information Systems and Marketing from Syracuse University. Mr. Waye is the Chairman of the Board of Directors of Avatech Solutions, Inc. (OTC BB: AVSO), a public company providing design and engineering technology products and services for the manufacturing, engineering, building design and facilities management markets, and a director of US Starcom, Inc. (OTC: USTI.PK), a public company provider of diversified communication, financial and transaction-based services, primarily targeted at the emerging Latino communities and business markets in the United States.

Mr. Waye serves on the Board as a designee of Sigma. Pursuant to the provisions of the Note Purchase Agreement we entered into with Sigma, so long as the note issued pursuant to that agreement remains outstanding or Sigma beneficially owns at least 5% of our common stock, Sigma will have the right to nominate a director to our Board of Directors. We are obligated to use our best efforts to cause such nominee, as well as all reasonably suited future designees, to be elected to our Board of Directors.

THE BOARD AND ITS COMMITTEES

The business of the Company is managed under the direction of the Board. The Board interacts with management and meets on a regular basis during the Company’s fiscal year to review significant developments affecting the Company and to act on matters requiring Board approval. It also holds special meetings or acts by unanimous written consent when an important matter requires Board action between scheduled meetings. During the fiscal year ended June 30, 2008, the Board had six special meetings and acted by unanimous written consent on four occasions. Each member of the Board participated in at least 75% of all Board and applicable committee meetings held during the fiscal year. One member of the Company’s Board attended the 2007 Annual Meeting of Stockholders. While we encourage all of the Company’s directors to attend the Company’s Annual Meeting of Stockholders, the Board has not adopted any specific policy regarding such attendance.

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The Board is currently comprised of Rich B. Berliner, Mark S. Dailey, Peter J. Mixter, Mehran Nazari, John Stevens Robling, Jr. and Thom Waye. Messrs. Dailey, Mixter, Nazari and Robling are considered by the Company to be “independent” as that term is defined by Rule 4200(a)(15) of the National Association of Securities Dealers Manual (“Rule 4200(a)(15)”). Mr. Berliner serves as Chairman of the Board.

The Board has established an Audit Committee and a Compensation Committee to devote attention to specific subjects and to assist the Board in the discharge of its responsibilities. The functions of those committees and their current members are set forth below.

The Audit Committee

The Audit Committee recommends to the Board the appointment of the firm selected to serve as the independent registered public accountant for the Company and its subsidiaries and monitors the performance of any such firm. It also reviews and approves the scope of the audit and evaluates, with the independent registered public accountant, the Company’s audit and annual financial statements, reviews with management the status of internal accounting controls, evaluates issues having a potential financial impact on the Company which may be brought to the Audit Committee’s attention by management, the independent registered public accountant, or the Board and evaluates public financial reporting documents of the Company. The current members of the Audit Committee are John Stevens Robling, Jr., Peter J. Mixter, Mehran Nazari and Mark S. Dailey, and the Board of Directors has determined that all of these members are independent. During the fiscal year ended June 30, 2008, the Audit Committee met four times. Mr. Robling currently serves as Chairman of the Audit Committee and as the Audit Committee’s “financial expert” as defined by the rules of the Commission. The Audit Committee operates pursuant to a charter approved and adopted by the Board, a copy of which may be found on the Company’s website at www.bcisites.com.

The Compensation Committee

The Board formed a Compensation Committee on February 14, 2007 to assist the Board in fulfilling its oversight responsibilities for:

· compensation of executive officers;

· compensation of any other employees that receive severance arrangements outside of the ordinary course of the Company’s standard practices; and

· administration of the Company’s compensation and benefit plans with respect to all eligible participants, including stock option and other equity incentive plans, profit sharing plans, and any other plans that require or provide for approval or administration by the Board.

Although the Compensation Committee makes recommendations to the Board with respect to compensation decisions and the Company’s compensation and benefit plans, ultimate approval authority rests with the Board. The Compensation Committee has the direct authority to hire and fire advisors and compensation consultants, and to approve their compensation by the Company, which is obligated to pay these advisors and consultants. These advisors report directly to the Compensation Committee. We have in the past used compensation consultants to help give direction to the Compensation Committee regarding executive pay. We do not currently engage a compensation consultant but may decide to use one in the future. Although Rich B. Berliner, our Chief Executive Officer is a member of the Compensation Committee, he does not participate in committee meetings or discussions related to his compensation. However, Mr. Berliner does participate in discussions and reviews of the compensation programs for other executive officers.

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The current members of the Compensation Committee are Rich B. Berliner, Peter J. Mixter, and Mehran Nazari. During the fiscal year ended June 30, 2008, the Compensation Committee met four times. Mr. Berliner currently serves as Chairman of the Compensation Committee. The Compensation Committee operates pursuant to charter approved and adopted by the Board, a copy of which may be found on the Company’s website at www.bcisites.com.

The Nominating Process

The Company does not currently have an Executive Committee or a Nominating Committee. Due to the current size and composition of the Board, the functions customarily attributable to an Executive Committee and a Nominating Committee are performed by the Board as a whole.

The Company’s Board believes that it is not necessary at present to have a standing Nominating Committee or a charter with respect to the nomination process because the size and composition of the Board allow it to adequately identify and evaluate qualified candidates for directors. However, the Company’s Board may consider appointing such a committee in the future. Currently, each of the directors participates in the consideration of director nominees, and the evaluation of candidates on the basis of financial literacy, industry knowledge, relevant experience, stockholder status, moral character, independence and willingness and ability to serve. Aside from the foregoing qualities, the Board does not have a minimum set of qualifications that must be met by nominees. Messrs. Dailey and Waye were nominated by the Board, as a whole, for election as Class III directors at this year’s Annual Meeting.

If a position on the Board were to unexpectedly become vacant, it would be filled by the Board and all remaining directors would participate in the selection of an appropriate individual to fill the vacancy. The newly appointed director would serve out the remainder of the term of the director whose position became vacant.

Compensation of Directors

During the year ended June 30, 2008, we implemented a compensation program for all of our non-employee directors. Our non-employee directors include all of our directors except for Rich Berliner, who is our Chief Executive Officer and President. Our non-employee directors received the following compensation during the year ended June 30, 2008:

	Fees Earned Or Paid in Cash		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Chance in Pension Value And Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
	($)		($)		($)		($)		($)		($)		($)
Mark S. Dailey		21,000		-		-		-		-		-		21,000
Peter J. Mixter		24,000		-		-		-		-		-		24,000
Mehran Nazari		23,000		-		-		-		-		-		23,000
John Stevens Robling, Jr.		21,250		-		-		-		-		-		21,250
Thom Waye		16,500		-		-		-		-		-		16,500

During fiscal 2008, each non-employee director received a $7,500 annual fee for service on the Board during the year. Each non-employee director received $2,000 per Board meeting attended in person, and $1,000 for each Board meeting attended via telephone. Members of the Audit Committee and Compensation Committee received $1,500 for attending committee meetings during this period. In addition, all non-employee directors are reimbursed for reasonable travel expenses incurred in connection with attendance at Board and committee meetings.

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Director Compensation Policy for Fiscal Year 2009

On September 26, 2008, the Board of Directors established a new compensation program for non-employee directors for the year ending June 30, 2009:

· Each non-employee director will receive an annual stipend of $17,500. For current directors, this will be paid in October of each year. For new directors, this will be paid upon election and on each anniversary date of their election to the Board;

· Each non-employee director will continue to receive $2,000 for each Board meeting attended in person and $1,000 for each meeting attended by telephone;

· Each non-employee member of the Audit Committee and Compensation Committee will receive $1,500 for each meeting attended in person or by telephone;

· Each non-employee director will be eligible for an annual stock option (or other equity) award. In November 2008 each non-employee director will received 25,000 shares of common stock pursuant to the Berliner Equity Compensation Plan. The annual equity award is subject to the director attending (in person or by telephone) no less than 75% of all Board and committee meetings, as applicable, during the fiscal year preceding such award; and

· Meeting fees will be paid for regularly scheduled meetings only. The Company’s director compensation policy is designed to take into account the need for occasional special meetings or informational telephone calls. No additional compensation will be paid for such occurrences.

Directors will continue to be reimbursed for reasonable travel expenses associated with attending Board or committee meetings.

Communications with Directors

The Company’s stockholders may communicate directly with members of its Board. For direct communication with any member of the Board, please send your communication in a sealed envelope addressed to the applicable director inside of another envelope addressed to Mr. Nicholas Day, General Counsel & Secretary, Berliner Communications, Inc., 97 Linden Ave., Elmwood Park, New Jersey 07407. Mr. Day will forward such communication to the indicated director.

REPORT OF AUDIT COMMITTEE

The Audit Committee is made up of the following members: John Stevens Robling, Jr., Mark S. Dailey, Peter J. Mixter, and Mehran Nazari. The Audit Committee operates pursuant to a charter approved and adopted by the Board. In accordance with the charter, all of the members of the Audit Committee are (i) independent under Rule 4200(a)(15) of the National Association of Securities Dealers’ listing standards (which we are not subject to, but which we use as our guide for our Board independence standards), (ii) financially literate and (iii) at least one member of the Audit Committee has accounting or related financial management expertise.

The Audit Committee, on behalf of the Board, oversees the Company’s financial reporting process. In fulfilling its oversight responsibilities, the Audit Committee reviewed with the Company the audited financial statements and the footnotes thereto in the Annual Report and discussed with the Company the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements, particularly statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

The Company’s Auditor is responsible for expressing an opinion on the conformity of the Company’s audited financial statements to generally accepted accounting principles. The Audit Committee reviewed and discussed with the Auditor its judgments as to the quality, not just the acceptability, of the Company’s accounting principles generally accepted in the United States of America and such other matters as are required to be discussed by the Audit Committee with the Company’s Auditor under generally accepted auditing standards of the Public Company Accounting Oversight Board.

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The Audit Committee discussed with the Auditor the Auditor’s independence from management and the Company, and received the written disclosures concerning the Auditor’s independence required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, as adopted by the Public Company Accounting Oversight Board in Rule 3600T, to be made by the Auditor to the Company.

The Audit Committee also met with the Auditor to discuss the results of its examination, its evaluation of the Company’s internal controls and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K, as filed with the Securities and Exchange Commission.

AUDIT COMMITTEE

John Stevens Robling, Jr., Chairman

Mark S. Dailey

Peter J. Mixter

Mehran Nazari

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EXECUTIVE COMPENSATION

The following table sets forth information regarding the compensation awarded to those persons (i) who served or acted as the Company’s principal executive officer, (ii) who were the Company’s other two most highly compensated executive officers and (iii) persons who would have been one of the most highly compensated executive officers had they been employed by the Company as of June 30, 2008 (the “Named Executive Officers”) for the past three fiscal years.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year		Salary ($)		Bonus ($)			Stock Awards ($)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)(5)		Total ($)
Rich B. Berliner		2008		358,364		860,058	(2)		-		56,238		-		-		17,500		1,292,160
Chairman and Chief		2007		275,000		200,000			-		28,119		-		-		12,000		515,119
Executive Officer		2006		243,750		100,000			-		-		-		-		14,000		357,750
Michael S. Guerriero		2008		224,517		407,281	(3)		-		13,744		-		-		13,446		658,988
Chief Operating Officer		2007		184,852		100,000			-		64,341		-		-		2,519		351,712
		2006		179,712		50,000			-		1,248		-		-		2,300		233,260
Nicholas Day		2008		224,229		100,000	(4)		-		11,584		-		-		12,750		348,563
General Counsel		2007		117,116		35,000			-		3,586		-		-		3,923		159,625

(1) Represents stock options granted under the 1999 Plan. Option award values are based on the Black-Scholes Merton valuation method. The below table identifies the assumptions we used for this calculation. Additional information on stock options awarded to our executive officers can be found in the section below entitled Grants of Plan-Based Awards.

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STOCK OPTION VALUATION TABLE

Name	Grant Date		Shares		Fair Value ($)		Dividend Yield			Risk- Free Interest Rate			Volatility			Life (Years)
Richard Berliner		3/1/07		250,000		56,238		0	%		4.51	%		72	%		5
Michael S. Guerriero		12/21/05		37,500		2,496		0	%		4.39	%		75	%		5
		8/11/06		100,000		-		0	%		4.89	%		78	%		5
		2/15/07		37,500		-		0	%		4.76	%		72	%		5
		3/1/07		50,000		11,248		0	%		4.51	%		72	%		5
Nicholas Day		11/3/06		35,000		2,069		0	%		4.64	%		73	%		5
		4/2/07		50,000		9,515		0	%		4.69	%		71	%		5

(2) In September of 2008, the Board approved a bonus of $860,058 for Mr. Berliner for the fiscal year ended June 30, 2008, that was paid subsequent to that date.

(3) In September of 2008, a bonus of $407,281 for Mr. Guerriero was approved for the fiscal year ended June 30, 2008, that was paid subsequent to that date.

(4) Mr. Day became General Counsel on October 28, 2006. The amounts shown above for 2007 are amounts paid from October 28, 2006 to June 30, 2007. In September of 2008, a bonus of $100,000 for Mr. Day was approved for the fiscal year ended June 30, 2008, that was paid subsequent to that date.

(5) Represents car allowance compensation and payments made by the Company as part of the Company’s 401(k) Plan matching program.

GRANTS OF PLAN-BASED AWARDS

The Named Executive Officers did not receive any grants of plan-based awards during the fiscal year ended June 30, 2008.

EMPLOYMENT AGREEMENTS OF NAMED EXECUTIVE OFFICERS

The Compensation Committee recommended, and the Board approved, Employment Agreements for named executive officers in calendar 2007. The compensation and severance provisions of these agreements are outlined below.

Rich B. Berliner. On December 10, 2007, the Company entered into an Employment Agreement with Mr. Berliner, our Chief Executive Officer and President. The agreement was effective as of July 1, 2007 and has a two-year term expiring June 30, 2009. The agreement provides for an annual salary of $360,000. The agreement provides for indemnification of Mr. Berliner by the Company in connection with any action by reason of the fact that he is or was a director, officer or employee of the Company.

Mr. Berliner’s compensation program also includes a cash bonus component based entirely on the Company’s financial performance during the year. After considering several financial metrics, such as revenue, gross margin, and earnings before interest, taxes, depreciation and amortization (“EBITDA”), the Compensation Committee recommended, and the Board approved, a cash bonus for the fiscal year ended June 30, 2009 based-upon the Company’s EBITDA during the year. The Compensation Committee established the following targets for Mr. Berliner’s bonus in this regard:

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· If EBITDA is less than $3.5 million for fiscal 2009, Mr. Berliner will not receive a cash bonus;

· If EBITDA is $3.5 million through $4.5 million, Mr. Berliner will receive a cash bonus equal to 3% of EBITDA; and

· If EBITDA is over $4.5 million, Mr. Berliner will receive a cash bonus equal to 4% of EBITDA.

In addition to base salary and cash bonus, as outlined above, Mr. Berliner’s Employment Agreement also states that he is eligible for stock option or other equity awards as part of his annual bonus program. The agreement will also provide for a continuation of Mr. Berliner’s existing annual car allowance of $12,000.

Michael Guerriero. On December 12, 2007, the Company entered into an Employment Agreement with Mr. Guerriero, our Chief Operating Officer. The agreement was effective as of July 1, 2007 and has a two-year term expiring June 30, 2009. The agreement provides for a base annual salary of $225,000. The agreement provides for indemnification of Mr. Guerriero by the Company in connection with any action by reason of the fact that he is or was a director, officer or employee of the Company.

Mr. Guerreiro’s compensation program, as set forth in his Employment Agreement, also includes a cash bonus component based primarily on the Company’s overall financial performance during the year. After considering several financial metrics, the Compensation Committee recommended, and the Board approved, a cash bonus based primarily on the Company’s EBITDA and revenue for the year, and also including a component based on branch office performance, customer satisfaction and executive management and development. The formula for calculating this bonus for fiscal 2009 is as follows:

· so long as revenue is more than $55 million for the fiscal year, 0.03% of revenue; plus

· so long as EBITDA is more than $3 million for the fiscal year, 1.5% of EBITDA, plus

· personal performance goals, with equal weight, based upon:

o branch office revenue performance;

o branch office EBITDA performance;

o customer satisfaction; and

o executive management & development.

In addition to base salary and cash bonus, as outlined above, Mr. Guerriero’s Employment Agreement also states that he is eligible for stock option or other equity awards as part of his annual bonus program. The Board awarded 420,000 stock options to Mr. Guerriero in September 2008 as part of his performance bonus for the fiscal year (with an exercise price of $1.48 per share and vesting 25% on date of grant and 25% per year for three years). The agreement also provides for a continuation of Mr. Guerriero’s annual car allowance of $7,200.

Nicholas Day. On December 10, 2007, the Company entered into an Employment Agreement with Nicholas Day, our General Counsel. The agreement was effective as of July 1, 2007 and has a two-year term expiring June 30, 2009. The agreement provided for an annual salary of $225,000. The agreement provides for indemnification of Mr. Day by the Company in connection with any action by reason of the fact that he is or was a director, officer or employee of the Company.

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Mr. Day’s compensation program will also include a cash bonus component based partly on the Company’s overall financial performance during the year, and partly on a subjective evaluation of Mr. Day’s personal performance by the Compensation Committee and the Chief Executive Officer. The Compensation Committee did not believe it was appropriate to base Mr. Day’s incentive bonus entirely on financial metrics, because the Committee believed Mr. Day should not be entirely motivated by short term financial metrics but rather on the long-term best interest of the Company with a focus on appropriate risk management.

In addition to base salary and cash bonus, as outlined above, Mr. Day’s Employment Agreement also states that he is eligible for stock option or other equity awards as part of his annual bonus program. The Board awarded 50,000 stock options to Mr. Day, which were granted on November 3, 2008. The agreement also provides for a continuation of Mr. Day’s annual car allowance of $6,000.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table sets forth all outstanding equity awards held by the Named Executive Officers at June 30, 2008.

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date
Rich B. Berliner		62,500		187,500	(1)			1.28		3/1/2017
Michael S. Guerriero		75,000		-				0.40		12/21/2015
		100,000		-				0.55		8/11/2016
		12,500		37,500	(2)			1.28		3/1/2017
		105,000		315,000	(3)			1.48		10/1/18
Nicholas Day		17,500		17,500	(4)			0.36		11/3/2016
		12,500		37,500	(5)			1.22		4/2/2017

(1) These options vest as follows: 62,500 on 3/1/09, 62,500 on 3/1/10 and 62,500 on 3/1/11.

(2) These options vest as follows: 12,500 on 3/1/09, 12,500 on 3/1/10 and 12,500 on 3/1/11.

(3) These options vest as follows: 105,000 on 10/1/09, 105,000 on 10/1/10 and 105,000 on 10/1/11.

(4) These options vest as follows: 8,750 on 11/3/08 and 8,750 on 11/3/09.

(5) These options vest as follows: 12,500 on 4/2/09, 12,500 on 4/2/10 and 12,500 on 4/2/11.

OPTION EXERCISES AND STOCK VESTED

The following table sets forth information concerning exercises of stock options held by the Named Executive Officers at June 30, 2008.

Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)
Rich B. Berliner		-		-
Michael S. Guerriero		-		-
Nicholas Day		-		-

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Rich B. Berliner. Mr. Berliner has entered into an Employment Agreement with the Company, dated December 10, 2007, that provides for potential payments upon termination of his employment or a change in control of the Company. Pursuant to the agreement, Mr. Berliner is required to devote all of his business time, attention, skill and efforts exclusively to Company’s business and affairs. If his employment is terminated “Without Cause”, if he resigns for “Good Reason” or if he is terminated in connection with a “Change of Control” (as each such term is defined in the agreement), he will be entitled to an amount equal to his base salary then in effect for the remainder of the employment term (which ends on June 30, 2009) or for one year, whichever is longer. Payments made in connection with his termination of employment are generally subject to his delivery to us of a general release of claims. Under the agreement, for 24 months following his termination of employment (twelve months, in certain cases), he will be subject to certain non-competition and non-solicitation restrictions. Payments made in connection with his termination are subject to his delivery to the Company of a general release of claims.

Michael S. Guerriero. Mr. Guerriero has entered into an Employment Agreement with the Company, dated December 12, 2007 that would provide for potential payments upon termination of his employment or a change in control of the company. Pursuant to the agreement, Mr. Guerriero is required to devote all of his business time, attention, skill and efforts exclusively to Company’s business and affairs. If his employment is terminated “Without Cause”, if he resigns for “Good Reason” or if he is terminated in connection with a “Change of Control” (as each such term is defined in the agreement), he will be entitled to an amount equal to his base salary then in effect for twelve months following his termination. Payments made in connection with his termination of employment are generally subject to his delivery to us of a general release of claims. Under the agreement, for 24 months following his termination of employment (twelve months, in certain cases), he will be subject to certain non-competition and non-solicitation restrictions. Payments made in connection with his termination are subject to his delivery to the Company of a general release of claims.

Nicholas Day. Mr. Day has entered into an Employment Agreement with the Company, dated December 10, 2007 that would provide for potential payments upon termination of his employment or a change in control of the company. Pursuant to the agreement, Mr. Day is required to devote all of his business time, attention, skill and efforts exclusively to Company’s business and affairs. If his employment is terminated “Without Cause”, if he resigns for “Good Reason” or if he is terminated in connection with a “Change of Control” (as each such term is defined in the agreement), he will be entitled to an amount equal to his base salary then in effect for 12 months following his termination. Payments made in connection with his termination of employment are generally subject to his delivery to us of a general release of claims. Under the agreement, for 24 months following his termination of employment (twelve months, in certain cases), he will be subject to certain non-competition and non-solicitation restrictions. Payments made in connection with his termination are subject to his delivery to the Company of a general release of claims.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), requires the Company’s directors, executive officers, and individuals who own more than 10% of a registered class of the Company’s equity securities to file initial reports of ownership and changes in ownership of Common Stock with the Commission. Such persons are required by applicable regulations to furnish us with copies of all Section 16(a) reports that they file.

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To the Company’s knowledge, based solely on the review of the copies of such reports furnished to the Company, all of the Company’s directors, officers and 10% stockholders have complied with the applicable Section 16(a) reporting requirements for the fiscal year ended June 30, 2008.

DESCRIPTION OF SECURITIES

The following discussion is not meant to be complete and is qualified in its entirety by reference to our amended and restated certificate of incorporation, as amended, and our bylaws, which are exhibits to the registration statement of which this prospectus is a part. You should read this summary together with our amended and restated certificate of incorporation, as amended, our bylaws, and the applicable provisions of Delaware statutory law.

Our authorized capital stock currently consists of 102,000,000 shares of capital stock. The authorized capital stock is divided into common stock and preferred stock. The common stock consists of 100,000,000 shares, par value $0.00002 per share. The preferred stock consists of 2,000,000 shares, par value $0.00002 per share. As of October 10, 2008, we had outstanding 26,391,612 shares of common stock and no shares of preferred stock outstanding.

Description of Common Stock

Voting. The holders of our common stock are entitled to one vote per share on all matters to be voted on by shareholders. The holders of our common stock are not entitled to cumulative voting in the election of directors.

Dividends. Subject to the rights of our outstanding preferred stock and subject to restrictions imposed by the Notes, dividends on our common stock may be declared and paid when and as determined by our Board.

Liquidation, Dissolution or Winding Up. If we liquidate, dissolve or wind up operations, the holders of our common stock are entitled to share equally on a per share basis in any assets remaining after all prior claims are satisfied, all our outstanding debt is repaid and the liquidation preferences on our outstanding preferred stock are paid in full.

Other Rights. Holders of our common stock generally do not have any preemptive or similar rights to subscribe for shares of our capital stock, or for any rights, warrants, options, bonds, notes, debenture or other securities convertible into or carrying options or warrants to subscribe, purchase or otherwise acquire shares of our capital stock. Our Amended and Restated Certificate of Incorporation, as amended, does not contain any provisions providing for the redemption of our common stock or the conversion of our common stock into other securities.

Effect of Preferred Stock and Credit Facilities on our common stock. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of holders of any series of preferred stock that we may issue in the future, and our credit facilities.Certain provisions of the preferred stock that may adversely affect the rights of holders of our common stock are described in the following paragraphs.

Description of Preferred Stock

Our Board has the authority, without further shareholder approval, to issue up to 2,000,000 shares of preferred stock in one or more series, to establish the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights, and the qualifications, limitations or restrictions, of the shares of each series. The issuance of preferred stock could decrease the amount of earnings and assets available for distribution to the holders of our common stock. In certain circumstances, such issuances could have the effect of decreasing the market price of the common stock.

49

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

On December 29, 2006, we entered into the Note Purchase Agreement with Sigma for the issuance and sale of the Note and the Warrant. Pursuant to the provisions of the Note Purchase Agreement, so long as Sigma beneficially owns at least 5% of our outstanding common stock, Sigma has the right to nominate one director to our Board. On December 29, 2006, Sigma nominated, and our Board appointed, Thom Waye to serve as a member of our Board as a Class III director, with his term expiring at the 2008 annual meeting. We are obligated to use our best efforts to cause Mr. Waye, as well as all reasonably suited future designees, to continue to serve on our Board. We paid Sigma Capital Advisors a one-time fee of $0.1 million for business, finance and organizational strategy, advisory, consulting and other services related to our business for as long as the Note is outstanding, and issued warrants to it to purchase up to 175,000 shares of our common stock exercisable over a period of five years at an exercise price of $0.55 per share, which were valued at $55,000 using the Black-Scholes Merton option pricing model using the following assumptions:

			Black-Scholes Merton Assumptions
Warrants Issued		Value		Expected Volatility		Expected Dividend Yield		Risk-free Interest Rate		Expected Life
150,000	$	42,000		62	%	0	%	4.70	%	5 Years
25,000	$	13,000		72	%	0	%	4.76	%	5 Years

We also paid Sigma $0.1 million for expenses associated with the Note through June 30, 2007 and $0.1 million in interest on the Note. During the year ended June 30, 2008, we paid Sigma $0.4 million in interest on the Note.

On February 15, 2007, we entered into a Joinder Agreement to the Note Purchase Agreement with Sigma Berliner, an affiliate of Sigma and Thom Waye, and issued a 7% Senior Subordinated Secured Convertible Note due on December 29, 2008 in the original principal amount of $1.5 million and a warrant to purchase up to 750,000 shares of our common stock to Sigma Berliner, on substantially the same terms as the Note and Warrant issued to Sigma. This transaction was the result of Sigma exercising a right that Sigma negotiated as part of the December 29, 2006 transaction, at a time at which it was not an affiliate of Berliner. During the year ended June 30, 2008, we paid Sigma Berliner $0.2 million in interest on the Note.

The Board has adopted a written policy regarding review and approval of related party transactions. This policy calls for the Board to appoint a committee of independent directors to review and approve any related party transaction, which are defined as any transaction, or a series of similar transactions, to which the Company or any of its subsidiaries is to be a party, in which the amount involved exceeds $120,000 and in which any of the following persons had, or will have, a direct or indirect material interest:

· Any director or executive officer of the Company;

· Any nominee for election as director;

· Any security holder who is known to the registrant to own of record or beneficially more than five percent of any class of the registrant’s voting securities; and

· Any member of the immediate family of any of the foregoing persons.

Approval of the committee reviewing the related party transaction is based on the business needs of Company, the availability of alternative arrangements and the costs of the proposed transaction versus these alternatives, if available.

Pursuant to the policy, related party transactions shall not include compensation decisions within the authority of the Compensation Committee, such as officer and director compensation. The independent committee will have the authority to hire and consult with independent consultants, appraisers and/or advisors to assist in their review of related party transactions.

During fiscal year 2008, the Company did not engage in any related party transaction that required review, approval or ratification under the Company’s related party transaction review policies and procedures. The Company did not engage in any related party transaction where such policies and procedures were not followed.

50

LEGAL MATTERS

The legality of the shares of common stock offered by this prospectus will be passed upon for us by Andrews Kurth LLP of Dallas, Texas.

EXPERTS

The financial statements as of June 30, 2008 and 2007, for the years ended June 30, 2008 and 2007, included in this prospectus have been so included in reliance on the report of BDO Seidman, LLP, an independent registered public accounting firm, given on the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed one or more registration statements on Form S-1 with the Commission with respect to this distribution. This prospectus, which is part of those registration statements, does not include all of the information contained in the registration statements. You should refer to the registration statements and their exhibits and schedules for additional information. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits and schedules attached to the registration statement for copies of the actual contract, agreement or other document.

We also file annual, quarterly and current reports, proxy statements and other documents with the Commission under the Exchange Act. You may read and copy any materials that we may file without charge at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may call the Commission at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. You may obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the Commission at 100 F Street, N.E., Washington, D.C. 20549. The Commission also maintains an Internet site, http://www.sec.gov, which contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission. The other information we file with the Commission is not part of the registration statement of which this prospectus forms a part. You may also view the reports we file with the Commission at our website: http://www.bcisites.com.

51

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of June 30, 2008 and 2007	F-3
Consolidated Statements of Operations for the years ended June 30, 2008 and 2007	F-4
Consolidated Statements of Stockholders' Equity for the years ended June 30, 2008 and 2007	F-5
Consolidated Statements of Cash Flows for the years ended June 30, 2008 and 2007	F-6
Notes to Consolidated Financial Statements	F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Berliner Communications, Inc.

Elmwood Park, New Jersey

We have audited the accompanying consolidated balance sheets of Berliner Communications, Inc. and Subsidiaries as of June 30, 2008 and 2007 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended June 30, 2008 and 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Berliner Communications, Inc. and Subsidiaries at June 30, 2008 and 2007, and the results of their operations and cash flows for the years ended June 30, 2008 and 2007 in conformity with accounting principles generally accepted in the United States of America.

/s/ BDO Seidman, LLP

Woodbridge, New Jersey

September 29, 2008

F-2

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

	June 30,
	2008			2007
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3,173		$	2,483
Accounts receivable, net of allowance for doubtful accounts of $830 and $261 at June 30, 2008 and 2007, respectively		31,189			22,911
Inventories		1,012			666
Deferred tax assets - current		536			336
Prepaid expenses and other current assets		762			771
		36,672			27,167
Property and equipment, net		2,924			2,569
Amortizable intangible assets, net		816			960
Goodwill		2,084			2,270
Deferred tax assets - long-term, net		505			911
Other assets		268			387
Total Assets	$	43,269		$	34,264
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	4,820		$	7,399
Accrued liabilities		11,919			6,588
Accrued income taxes		1,849			326
Line of credit		217			5,537
Current portion of long-term debt		1,133			797
Current portion of capital lease obligations		118			52
		20,056			20,699
Long-term debt, net of current portion		467			5,765
Long-term capital lease obligations, net of current portion		305			199
Other long-term liabilities		104			694
Total liabilities		20,932			27,357
COMMITMENTS
STOCKHOLDERS' EQUITY
Common stock		1			-
Additional paid-in capital		22,630			15,655
Accumulated deficit		(294	)		(8,748	)
Total stockholders' equity		22,337			6,907
Total liabilities and stockholders' equity	$	43,269		$	34,264

The accompanying notes are an integral part of these financial statements

F-3

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)

	Year Ended June 30,
	2008			2007
Revenues	$	128,372		$	55,135
Costs of revenues		83,452			37,275
Gross margin		44,920			17,860
Selling, general and administrative expenses		25,703			14,614
Depreciation and amortization		1,190			484
Gain on sale of fixed assets		(11	)		(5	)
Income from operations		18,038			2,767
Other (income) expense
Interest expense		1,359			560
Amortization of deferred financing fees and accretion of debt discount		2,031			678
Financing fees		-			695
Interest income		(71	)		(37	)
Income in equity investments		-			(41	)
Other income		(162	)		(14	)
Income before income taxes		14,881			926
Income tax (benefit) expense		6,427			(186	)
Net income allocable to common shareholders	$	8,454		$	1,112
Net income per share:
Basic	$	0.47		$	0.07
Diluted	$	0.31		$	0.06
Weighted average number of shares outstanding:
Basic		17,918			17,035
Diluted		27,166			19,062

The accompanying notes are an integral part of these financial statements

F-4

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Amounts in thousands except share and per share data)

	Preferred Stock				Common Stock
	2,000,000 shares authorized;				100,000,000 shares authorized				Additional					Total
	$0.00002 par value				$0.00002 par value				Paid-in		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance at June 30, 2006		-	$	-		17,034,857	$	-	$	13,018	$	(9,860	)	$	3,158
Exercise of stock options						46,929									-
Stock-based compensation expense										300					300
Value of warrants granted with debt										2,337					2,337
Net income												1,112			1,112
Balance at June 30, 2007		-		-		17,081,786		-		15,655		(8,748	)		6,907
Stock-based compensation expense										181		-			181
Exercise of warrants						2,982,951		-		5		-			5
Exercise of stock options						126,875		-		69		-			69
Change in conversion price on convertible notes payable						-		-		720		-			720
Conversion of convertible debt				-		6,000,000		1		6,000		-			6,001
Net income						-		-		-		8,454			8,454
Balance at June 30, 2008		-	$	-		26,191,612	$	1	$	22,630	$	(294	)	$	22,337

The accompanying notes are an integral part of these financial statements.

F-5

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

	Year Ended June 30,
	2008			2007
Cash flows from operating activities:
Net income	$	8,454		$	1,112
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization		1,190			484
Amortization of deferred financing fees		591			189
Bad debt expense		569			140
Stock-based compensation		181			300
Gain on sale of fixed assets		(14	)		(5	)
Accretion of interest from warrants		1,372			509
Financing fees		26			695
Deferred tax assets, net		204			(1,247	)
Changes in operating assets and liabilities:
Accounts receivable		(8,262	)		(4,212	)
Inventories		(308	)		1,039
Prepaid expenses and other current assets		41			39
Other assets		119			20
Accounts payable		(2,578	)		(974	)
Accrued liabilities		4,837			649
Accrued income taxes		1,522			198
Net cash (used in)/provided by operating activities		7,944			(1,064	)
Cash flows from investing activities:
Purchases of property and equipment		(956	)		(519	)
Proceeds from the sale of property and equipment		48			8
Acquisition of Digitcom		-			(2,000	)
Acquisition of Radian		-			(3,630	)
Acquisition of Comtech		(39	)		(98	)
Net cash used in investing activities		(947	)		(6,239	)
Cash flows from financing activities:
Proceeds from line of credit		120,453			23,843
Proceeds from long-term debt		-			6,000
Repayment of line of credit		(125,773	)		(19,417	)
Repayment of long-term debt		(972	)		(529	)
Repayment of capital leases		(90	)		(41	)
Proceeds from exercise of stock options		75			-
Debt issuance costs		-			(604	)
Net cash (used in) provided by financing activities		(6,307	)		9,252
Net increase in cash and cash equivalents		690			1,949
Cash and cash equivalents at beginning of period		2,483			534
Cash and cash equivalents at end of period	$	3,173		$	2,483

The accompanying notes are an integral part of these financial statements.

F-6

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

	Year Ended June 30,
	2008		2007
Supplemental cash flow information:
Interest paid	$	1,310	$	164
Income taxes paid	$	5,492	$	863
Non-cash investing and financing activities:
Assets purchased under capital leases	$	262	$	235
Purchase of vehicles financed with notes payable	$	14	$	21
Fair value of warrants issued with debt	$	-	$	2,336
Note payable issued in connection with the acquisition of Digitcom	$	-	$	1,750
Conversion of 7% Convertible Notes Payable	$	6,000	$	-

The accompanying notes are an integral part of these financial statements.

F-7

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2008

($ amount in thousands except per share and per share amounts)

1. Business

General

Berliner Communications, Inc. was originally incorporated in Delaware in 1987 as Adina, Inc. (“Adina”). Adina’s corporate existence was permitted to lapse in February of 1996 and in August of 1999 was reinstated as eVentures Group, Inc. (“eVentures”). In December of 2000, eVentures changed its name to Novo Networks, Inc. (“Novo”).

On February 18, 2005, Novo entered into an asset purchase agreement with the former Berliner Communications, Inc., currently named Old Berliner, Inc. (“Old Berliner”) and BCI Communications, Inc.(“BCI”), a Delaware corporation and Novo’s wholly-owned subsidiary. As part of this transaction, BCI acquired (the “Acquisition”) the operations and substantially all of the assets and liabilities of Old Berliner. On September 16, 2005, Novo changed its name to Berliner Communications, Inc. (“Berliner”). Berliner is now the public reporting entity, and all of our operations are run out of Berliner’s wholly-owned subsidiary, BCI. Unless the context otherwise requires, references to “we”, “us”, “our” and “the Company” refer to Berliner and its consolidated subsidiary BCI.

Prior to the Acquisition, Old Berliner provided wireless carriers with comprehensive site acquisition, construction and zoning services. Old Berliner was founded in 1995, and over the course of the following years, its service offerings were expanded to include radio frequency and network design and engineering, infrastructure equipment construction and installation, radio transmission base station modification and project management services. With the consummation of the Acquisition, BCI carried on the operations of Old Berliner.

On February 19, 2007, we acquired substantially all of the assets of Comtech Systems, Inc.

On February 28, 2007, BCI entered into an Asset Purchase Agreement (the “Digitcom Asset Purchase Agreement”) with Digital Communication Services, Inc. (“Digitcom”) and its affiliates for the purchase of certain of its assets in Arlington, Texas. This acquisition expanded our presence in Texas and the Midwest markets.

On April 16, 2007, we entered into an Asset Purchase Agreement with Radian Communication Services, Inc. (“Radian”) to purchase certain of the U.S. assets and operations of Radian and assume certain liabilities of Radian. This acquisition expanded our presence in the Los Angeles, California, Las Vegas, Nevada, and Seattle, Washington markets, and added offices in Salem, Oregon and Tempe, Arizona.

The results of these acquired businesses have been incorporated into our consolidated financial statements since the dates of acquisition.

2. Summary of Significant Accounting Policies

Basis of Presentation, Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Major assets and liabilities that are subject to estimates include allowance for doubtful accounts, goodwill and other acquired intangible assets, deferred tax assets and certain accrued and contingent liabilities. One of the more significant processes requiring estimates is percentage-of-completion.

We recognize revenue and profit on our contracts as the work progresses using the percentage-of-completion method of accounting. Under this method, contracts in progress are valued at cost plus accrued profits less earned revenue and progress payments on uncompleted projects. This method relies on estimates of total expected contract revenue and costs.

F-8

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2008

($ amount in thousands except per share and per share amounts)

Principles of Consolidation

The consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

We consider all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are stated at cost, which approximates fair value. The Company’s cash and cash equivalents are invested in investment-grade, short-term investment instruments with high quality financial institutions.

Accounts Receivable, Allowance for Doubtful Accounts

Accounts receivable are customer obligations for services sold to such customers under normal trade terms. The Company’s customers are primarily communications carriers, corporate and government customers, located primarily in the U.S. The Company performs periodic credit evaluations of its customers’ financial condition. The Company provides allowances for doubtful accounts. Provisions for doubtful accounts are recorded in selling, general and administrative expenses. The adequacy of the reserve is evaluated using several factors including length of time a receivable is past due, changes in the customer’s credit worthiness, customer’s payment history, the length of the customer’s relationship with the Company, current industry trends and the current economic climate.

Inventories

Inventories, which consist mainly of parts and raw materials, are stated at the lower of cost or market. Cost is determined using the average cost method.

Prepaid Expenses and Other Assets

Prepaid expenses are recorded as assets and expensed in the period in which the related services are received. At June 30, 2008 and 2007, current prepaid expenses and other current assets totaled approximately $0.8 million and $0.8 million, respectively, and consisted mainly of insurance, deferred financing fees and rents. Other non-current assets of approximately $0.3 million at June 30, 2008 and $0.4 million at June 30, 2007 are mainly deposits for our office and warehouse locations.

Property and Equipment

Property and equipment consist of automobiles and trucks, equipment, computer equipment and software, furniture and fixtures, buildings, land and leasehold improvements. Each class of asset is recorded at cost and depreciated using the straight-line method over the estimated useful lives which range from a period of three to five years. Leasehold improvements are amortized over the term of the lease or the estimated useful life, whichever is shorter. Buildings are amortized over 27.5 years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations.

Goodwill and Other Intangible Assets

In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”), goodwill and indefinite lived intangible assets are no longer amortized but are assessed for impairment on at least an annual basis. SFAS 142 also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment.

F-9

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2008

($ amount in thousands except per share and per share amounts)

SFAS 142 requires that goodwill be tested at least annually, utilizing a two-step methodology. The initial step requires the Company to determine the fair value of the business acquired (reporting unit) and compare it to the carrying value, including goodwill, of such business. If the fair value exceeds its carrying value, no impairment loss is recognized. However, if the carrying value of the reporting unit exceeds its fair value, the goodwill of the unit may be impaired. The amount, if any, of the impairment is then measured in the second step, based on the excess, if any, of the reporting unit’s carrying value of goodwill over its implied value.

The Company determines the fair value of the business acquired (reporting units) for purposes of this test primarily using indications of value determined by the use of Guideline Public Company and Precedent Transactions Analyses. The fair value of the Company’s reporting units derived using the aforementioned analyses exceeded the carrying values of the reporting units at January 31, 2008. Accordingly, step two was unnecessary and no impairment charge was recognized in the consolidated statements of income for the year ended June 30, 2008. On an ongoing basis, the Company expects to perform its annual impairment test at January 31 absent any interim impairment indicators.

Goodwill through the years ended June 30, 2008 and 2007 consisted of the following:

Beginning balance, July 1, 2006	$	-
Comtech acquisition		31
Digitcom acquisition		1,840
Digitcom acquisition – purchase price adjustment		11
Radian acquisition		388
Ending balance June 30, 2007		2,270
Digitcom acquisition - purchase price adjustment		(225	)
Comtech acquisition - additional payment		39
Ending balance June 30, 2008	$	2,084

Revenue Recognition

Site acquisition and zoning services revenue is based upon output measures using contract milestones as the basis. Revenue from infrastructure equipment construction and installation contracts, which are generally completed within 90 days, is recorded under the percentage-of-completion method based on the percentage that total direct costs incurred to date bear to estimated total costs at completion. Losses are recognized when such losses become known. All other revenue is recognized as work is performed.

Unbilled receivables represent revenue on uncompleted infrastructure equipment construction and installation contracts that are not yet billed or billable, pursuant to contract terms. Deferred revenues principally represent the value of services to customers that have been billed as of the balance sheet date but for which the requisite services have not yet been rendered.

Income Taxes

We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities in the financial statements and their respective tax bases. Deferred tax assets and liabilities are measured using applicable tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in the Statement of Operations in the period that includes the enactment date. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be recovered.

F-10

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2008

($ amount in thousands except per share and per share amounts)

Stock-based Compensation

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123 (revised 2004), Share-Based Payment, (SFAS 123R) which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on fair values. SFAS 123R became effective for public companies at the beginning of the first interim or annual period beginning after December 15, 2005. This required us to adopt SFAS 123R effective July 1, 2005. We elected to adopt SFAS 123R using a modified prospective application, whereby the provisions of the statement are applied going forward only from the date of adoption to new (issued subsequent to July 1, 2005) stock option awards, and for the portion of any previously issued and outstanding stock option awards for which the requisite service is rendered after the date of adoption (all of our previously issued options had fully vested prior to July 1, 2005).

In addition, compensation expense must be recognized for any awards modified, repurchased, or cancelled after the date of adoption. Under the modified prospective application, no restatement of previously issued results is required.

The fair value of each option award is estimated on the date of the grant using the Black-Scholes Merton option pricing model. Expected volatilities are based on the historical volatility of WPCS International, which is another company in our industry sector with similar revenue streams. We use historical data to estimate an option’s expected life. The risk free interest rate input is based on the market yield on United States Treasury securities at 5-year constant maturity in effect at the time of the grant. Compensation costs, net of forfeitures, are recognized on a straight-line basis over the period between the grant and vesting dates. The expected term represents the period that the Company’s stock-based awards are expected to be outstanding using the simplified method since the Company does not have sufficient historical exercise activity pursuant to Staff Accounting Bulletin (“SAB”) 107 and SAB 110.

The following weighted average assumptions used for purposes of determining the fair value were as follows:

	2008			2007
Expected Volatility		66% - 71	%		70% - 78	%
Expected dividend yield		0	%		0	%
Risk-free interest rate		2.58% - 4.97	%		4.51% - 5.01	%
Expected life		5 - 7.5 Years			5 Years

Earnings per Share

Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares that would have been outstanding if the dilutive potential common shares had been issued. The dilutive effect of the outstanding options and warrants are reflected in diluted earnings per share by application of the treasury stock method.

The following table sets forth the computations of basic earnings per share and diluted earnings per share:

F-11

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2008

($ amount in thousands except per share and per share amounts)

	Year Ended June 30,
	2008		2007
Basic earnings per share:
Numerator:
Net income allocable to common shareholders	$	8,454	$	1,112
Denominator:
Weighted average common shares outstanding		17,918		17,035
Net income per share - basic	$	0.47	$	0.07

	Year Ended June 30,
	2008		2007
Diluted earnings per share:
Numerator:
Net income allocable to common shareholders	$	8,454	$	1,112
Denominator:
Weighted average common shares outstanding		17,918		17,035
Effect of dilutive securities:
Stock options		563		528
Warrants		8,685		1,499
Weighted average common shares outstanding assuming dilution		27,166		19,062
Net income per share - diluted	$	0.31	$	0.06

Common share equivalents consist of stock options and warrants using the treasury stock method. For the years ended June 30, 2008, and, 2007, 320,690 and 452,026 stock options, respectively and 0 and 5,454,545 shares convertible upon conversion of our 7% Notes, respectively, were excluded from the computation of diluted net income per share because the exercise price of these were greater than the average market price of the Company’s common stock during the period, and therefore the effect is antidilutive.

Fair Value of Financial Instruments

The Company’s consolidated balance sheets include the following financial instruments: short-term cash investments, trade accounts receivable and trade accounts payable. The Company believes the carrying amounts in the financial statements approximates the fair value of these financial instruments due to the relatively short period of time between the origination of the instruments and their expected realization or the interest rates which approximate current market rates.

F-12

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2008

($ amount in thousands except per share and per share amounts)

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentration of credit risk consist principally of temporary cash investments and accounts receivable. The Company does not enter into financial instruments for trading or speculative purposes.

Reclassifications

Certain reclassifications have been reflected in the fiscal year 2007 consolidated financial statements to conform to the current year presentation.

Recently Issued Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of SFAS Statement No. 109, (“FIN 48”), which establishes that the financial statement effects of a tax position taken or expected to be taken in a tax return are to be recognized in the financial statements when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. FIN 48 is effective for fiscal years beginning after December 15, 2006.

We adopted FIN 48 on July 1, 2007. On that date, we had no material uncertain tax positions. The cumulative effect of applying this interpretation did not result in any adjustment to retained earnings as of July 1, 2007. We recognize interest, if any, as interest expense, and penalties, if any, as a component of selling, general and administrative expense in our consolidated financial statements. We file a consolidated U.S. federal income tax return as well as income tax returns for several state jurisdictions, of which New Jersey is the most significant. We currently do not have any income tax returns which are under audit. Income tax returns remain open for examination under U.S. and state statutes for years ended June 30, 2005 and thereafter.

In September 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements ("SFAS 157") which is intended to increase consistency and comparability in fair value measurements by defining fair value, establishing a framework for measuring fair value and expanding disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for the fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The Company has determined that the impact SFAS 157 will have on its consolidated financial statements upon adoption will not be material to the financial statements taken as a whole.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities ("SFAS 159"). This statement permits companies to choose to measure many financial assets and liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company has determined that the impact SFAS 159 will have on its consolidated financial statements upon adoption will not be material to the financial statements taken as a whole.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (“SFAS 160”). This statement amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest (minority interest) in a subsidiary and for the deconsolidation of a subsidiary. Upon its adoption, noncontrolling interests will be classified as equity in our consolidated balance sheets. Income and comprehensive income attributed to noncontrolling interests will be included in our consolidated statements of operations and our consolidated statements of equity. SFAS 160 is effective for fiscal years beginning after December 15, 2008. This statement shall be applied prospectively as of the beginning of the fiscal year in which this Statement is initially applied, except for the presentation and disclosure requirements which must be applied retrospectively for all periods presented.

F-13

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2008

($ amount in thousands except per share and per share amounts)

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (Revised), Business Combinations (“SFAS 141R”). This statement provides companies with principles and requirements on how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree as well as the recognition and measurement of goodwill acquired in a business combination. The statement also requires certain disclosures to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Acquisition costs associated with the business combination will generally be expensed as incurred. SFAS 141R is effective for business combinations occurring in fiscal years beginning after December 15, 2008. Early adoption of this statement is not permitted.

In June 2008, the FASB ratified EITF Issue No. 07-5, Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entity’s Own Stock (“EITF 07-5”). EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. It also clarifies on the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact, if any, on its consolidated financial position and results of operations.

3. Accounts Receivable and Concentration of Credit Risk

Accounts receivable at June 30, 2008 and 2007 consist of the following:

	June 30,
	2008			2007
Accounts receivable	$	23,870		$	17,727
Unbilled receivables, net		8,149			5,445
		32,019			23,172
Allowance for doubtful accounts		(830	)		(261	)
Total	$	31,189		$	22,911

Unbilled receivables represent revenue on uncompleted infrastructure construction and technical services contracts that are not yet billed or billable, pursuant to contract terms. Unbilled receivables are generally billed within three months subsequent to the provision of services. Deferred revenue principally represents the value of services to customers that have been billed as of the balance sheet date but for which the requisite services have not yet been rendered. Unbilled receivables and deferred revenue are reported net in accounts receivable. The total value of deferred revenue was $0.8 million and $1.0 million at June 30, 2008 and 2007, respectively.

The allowance for doubtful accounts for the years ended June 30, 2008 and 2007 consisted of the following:

	Balance at				Recoveries/			Balance at
	Beginning		Charged to		Deductions/			End of
	of Period		Expense		Write-offs			Period
Allowance for doubtful accounts:
Year ended June 30, 2007	$	180		140		(59	)	$	261
Year ended June 30, 2008	$	261		569		-		$	830

As of and for the year ended June 30, 2008, we derived 84% of our total revenues from our two largest customers, and those customers represented 62% of our accounts receivable. During the year ended June 30, 2008, Sprint Nextel Corporation represented 77% and Metro PCS represented 7% of our total revenue.

As of and for the year ended June 30, 2007, we derived 87% of our total revenues from our two largest customers, and those customers represented 77% of our accounts receivable. During the year ended June 30, 2007, Sprint Nextel Corporation represented 80% and T-Mobile USA, Inc. represented 7% of our total revenue.

F-14

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2008

($ amount in thousands except per share and per share amounts)

4. Property and Equipment

Property and equipment at June 30, 2008 and 2007 consisted of the following:

	Year Ended June 30,
	2008			2007
Automobiles and trucks	$	1,701		$	1,559
Furniture and fixtures		454			427
Equipment		3,179			2,622
Computer equipment and software		392			143
Buildings		313			313
Leasehold improvements		244			118
		6,283			5,182
Less: Accumulated depreciation		(3,449	)		(2,703	)
		2,834			2,479
Land		90			90
	$	2 ,924		$	2 ,569

Depreciation on property and equipment for the years ended June 30, 2008 and 2007 was approximately $0.8 million and $0.4 million, respectively.

5. Non-Current Assets

On February 28, 2007, BCI entered into the Digitcom Asset Purchase Agreement with Digitcom, a Texas corporation, J&J Leasing Partnership, a Texas general partnership (“J&J”), and the shareholders of Digitcom for the purchase of certain assets, excluding cash and receivables, of Digitcom and property of J&J.

The transaction was recorded as a purchase of a business that included real estate, vehicles, equipment and inventory. The allocation of the purchase price was preliminary until such time as management was able to review all of the assets acquired and determine the appropriate allocation based upon independent appraisals. We have concluded our review and have determined the final allocation of the purchase price. The schedule below details the original allocation and the final allocation:

	Original		Final
Land and building	$	402	$	402
Vehicles and equipment		357		357
Inventory		325		325
Customer relationships		544		1,040
Covenants not to compete		523		253
Goodwill		1,840		1,614
	$	3,991	$	3,991

 

Non-current assets include amortizable intangible assets consisting of customer relationships and covenants not to compete. These assets, together with goodwill, were the result of the allocation of the purchase price for the Digitcom and Radian acquisitions. Amortization expense related to amortizable intangible assets was $0.4 million and $0.1 million for the year ended June 30, 2008 and 2007, respectively.

Intangible assets subject to amortization are amortized based upon the assets’ estimated useful lives. Customer relationships have estimated useful lives of 70 months and covenants not to compete have estimated useful lives of approximately 45 months. We will continue to evaluate the estimated useful lives on an ongoing basis.

F-15

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2008

($ amount in thousands except per share and per share amounts)

Scheduled amortization charges for the intangible assets, as of June 30, 2008 are as follows:

2009	$	337
2010		253
2011		128
2012		77
2013		21
Total	$	816

The following table summarizes the unaudited pro forma financial information for the years ended June 30, 2006 and 2007 assuming the Digitcom and Radian acquisitions had occurred on July 1, 2005. The Digitcom fiscal year end was December 31. The unaudited pro forma financial information uses data corresponding to Berliner’s reporting period. This unaudited pro forma financial information does not represent what would have occurred if the transactions had taken place on July 1, 2005 and does not reflect our future combined results of operations or financial position.

	For the Years Ended June 30,
	2007			2006
	(Unaudited)
Sales	$	78,144		$	66,282
Net income (loss)		(821	)		(17,261	)
Net income per share: basic and diluted		(0.05	)		(1.27	)

6. Accrued Liabilities

Accrued liabilities at June 30, 2008 and 2007 consisted of the following:

	June 30,
	2008		2007
Employee compensation	$	2,998	$	874
Construction costs		8,107		5,018
Other		814		696
	$	11,919	$	6,588

Included in other accrued liabilities at June 30, 2007 was a potential liability of $0.6 million for state sales tax. In May 2008, we paid $0.8 million to a state department of revenue as final settlement of an informal notice of assessment which was originally issued for $1.8 million.

7. Income Taxes

Income tax expense differed from amounts computed by applying the U.S. federal tax rate of 35% to pre-tax income as a result of the following:

F-16

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2008

($ amount in thousands except per share and per share amounts)

	Year ended June 30,
	2008			2007
Tax expense at statutory rate of 35%	$	5,109		$	315
Decrease in valuation allowance against deferred tax assets		(2	)		(738	)
State and local income tax expense, net of income tax benefit		1,092			11
Meals and entertainment		64			24
Financing fees		8			236
Other (net)		156			(34	)
	$	6,427		$	(186	)

The following summarizes the (benefit) provision for income taxes:

	Year ended June 30,
	2008			2007
Current:
Federal	$	4,825		$	858
State and local		1,744			203
Total Current		6,569			1,061
Deferred:
Federal		(105	)		(1,124	)
State		(37	)		(123	)
Total Deferred		(142	)		(1,247	)
(Benefit) provision for income taxes	$	6,427		$	(186	)

The tax effects of temporary differences that give rise to deferred tax assets and liabilities at June 30, 2008 and 2007 are as follows:

F-17

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2008

($ amount in thousands except per share and per share amounts)

	2008									2007
	Federal			State			Total
Deferred Tax Assets
Current:
Allowance for doubtful accounts	$	255		$	73		$	328		$	104
Allowance for obsolete inventory reserve		-			-			-			44
Accrued bonus		97			29			126			160
Accrued vacation		64			18			82			-
AMT carryforward		-			-			-			28
		416			120			536			336
Non-Current:
Stock-based compensation		140			41			181			152
NOL carryforward		878			642			1,520			1,594
Accrued sales tax		-			-			-			170
Accretion of debt discount		-			-			-			203
Customer list amortization		99			29			128			32
Covenant amortization		14			4			18			2
Amortization of warrants in deferred financing fees		77			22			99			-
		1,208			738			1,946			2,153
Total Deferred Tax Assets		1,624			858			2,482			2,489
Deferred Tax Liabilities
Long-Term
Goodwill amortization		54			11			65			18
Depreciation expense		136			40			176			21
Total Deferred Tax Liabilities		190			51			241			39
		1,434			807			2,241			2,450
Less: Valuation allowance		(508	)		(692	)		(1,200	)		(1,203	)
Net deferred tax assets	$	926		$	115		$	1,041		$	1,247

Deferred income taxes result from temporary differences in the financial reporting basis and tax basis of assets and liabilities.

In assessing the realizability of deferred tax assets, we consider whether it is more likely than not for some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

Based on management’s assessment of certain state tax attributes, we have determined that it was more likely than not that amounts of approximately $1.2 million will not be realized.

We have net operating loss carryforwards for federal and state income tax purposes of approximately $1.2 million expiring in 2026 and approximately $6.1 million expiring between 2012 and 2014, respectively, which may be applied against future taxable income. We can only utilize approximately $64 thousand per year of the federal carryforward due to limitations as a result of the Acquisition.

F-18

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2008

($ amount in thousands except per share and per share amounts)

8. Revolving Credit Facility

Presidential Financial Corporation of Delaware Valley Facility

In September 2003, we entered into a revolving credit facility with Presidential Financial Corporation of Delaware Valley (the “Presidential Facility”). On April 3, 2007, we amended the Presidential Facility to, among other things, increase the availability under the Presidential Facility to $8.0 million. The Presidential Facility matured on April 3, 2008 and was extended on a month-to-month basis thereafter on the same terms and conditions, except for a .25% increase in monthly service fees. In connection with BCI’s entry into the Revolving Credit and Security Agreement with PNC (as described below), on April 18, 2008, the Company retired the Presidential Facility and satisfied all sums due and payable thereunder. There were no penalties associated with retiring the Presidential Facility prior to the end of the one-month term.

PNC Bank, National Association Facility

On April 17, 2008, our wholly owned subsidiary BCI Communications, Inc. (“BCI”), as borrower, became obligated under a Revolving Credit and Security Agreement (the “PNC Facility”) with PNC Bank, National Association (“PNC”) and such other lenders as may thereafter become a party to the PNC Facility (collectively, the “Lenders”). Under the terms of the PNC Facility, BCI is entitled to request that the Lenders make revolving advances to BCI from time to time in an amount up to the lesser of (i) 85% of the value of certain receivables owned by BCI and approved by the Lenders as collateral or (ii) a total of $15.0 million. Such revolving advances were used by BCI to repay existing indebtedness owed to Presidential, pay fees and expenses relating to entering into the PNC Facility and provide for BCI’s working capital needs and shall be used to assist in the acquisition of companies engaged in the same line of business as BCI.

Interest on the revolving advances shall accrue (a) for domestic rate loans, at a rate per annum equal to the higher of (i) the base commercial lending rate of PNC as publicly announced to be in effect from time to time, or (ii) the federal funds open rate plus 1/2 of 1%, and (b) for Eurodollar rate loans, at a rate per annum equal to (i) the rate at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market (as displayed by Bloomberg), divided by (ii) one minus the reserve percentage requirement as determined by the Board of Governors of the Federal Reserve System. Such amounts are secured by a blanket security interest in favor of the Lenders that covers all of BCI’s receivables, equipment, general intangibles, inventory, investment property, certain real property, certain leasehold interests, all subsidiary stock, records and other property and proceeds of all of the foregoing.

The term of the PNC Facility is three years and shall terminate on April 17, 2011. BCI may terminate the PNC Facility at any time upon sixty (60) days’ prior written notice and upon payment in full of the obligations owing under the PNC Facility or any related documents. Upon such early termination by BCI, BCI shall pay the Lenders an early termination fee in an amount equal to (y) one half of one percent (0.50%) of $15.0 million if the early termination occurs on or before April 16, 2009, and (z) three eighths of one percent (0.375%) of $15.0 million if the early termination occurs on or after April 17, 2009 or on or before April 16, 2010.

In connection with the closing of the PNC Facility, Berliner Communications, Inc. became obligated under that certain Guaranty and Suretyship Agreement (the “Guaranty”), dated April 17, 2008, in favor of the Lenders, pursuant to which we unconditionally guaranteed and became surety for the prompt payment and performance of all loans, advances, debts, liabilities, obligations, covenants and duties owing by BCI to PNC as agent for the benefit of the Lenders, of any kind or nature, present or future, whether direct or indirect, absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, to the Lenders by BCI. In the event BCI is unable to pay any amounts owed to the Lenders, we would be liable, pursuant to the Guaranty, for such amounts upon the same terms and conditions as BCI would be liable.

F-19

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2008

($ amount in thousands except per share and per share amounts)

Along with the PNC Facility, BCI entered into a Revolving Credit Note (the “PNC Note”) with the Lenders, pursuant to which, BCI agreed to repay the Lenders the principal amount of $15.0 million or, if different from such amount, the unpaid balance of advances due and owing to PNC under the PNC Facility, plus interest on the principal amount from time to time outstanding until such principal amount is paid in full, at the applicable interest rates in accordance with the provisions of the PNC Facility. The PNC Note is subject to mandatory prepayment upon default under the terms of the agreement and may be voluntarily prepaid, in whole or in part, on the terms and conditions set forth in the PNC Facility. Upon the occurrence of an event of default due to bankruptcy or BCI’s inability to pay, the PNC Note shall immediately become due and payable, without notice. Other uncured defaults under the PNC Facility or any related document shall cause the PNC Note to be declared immediately due and payable, without notice, in accordance with the terms of the PNC Facility. Notwithstanding the foregoing, all outstanding principal and interest are due and payable on April 17, 2011. The balance outstanding at June 30, 2008 was $0.2 million.

9. Long-Term Debt

Long-term debt at June 30, 2008 and 2007 consisted of the following:

	June 30,
	2008			2007
7% Senior Subordinated Secured Convertible Notes due December 29, 2008 in the original principal amount of $6.0 million, convertible at $1.10 per share less unamortized debt discount plus accreted interest	$	-		$	4,628
Note payable to J&J Leasing due February 2010, at Prime Rate		1,021			1,604
Notes payable to Aicco, Inc. related to annual insurance premiums, payable in monthly installments of $64 thousand, interest at 6%, due December 2008		316			-
Loans payable to financing companies, payable in monthly installments of $11 thousand, interest ranging from 0% to 12.8% annually, due August 2008 through June 2011		263			330
Capital Leases (Note 10)		423			251
		2,023			6,813
Less current portion		(1,251	)		(849	)
	$	772		$	5,964

Note Purchase Agreement

On December 29, 2006, we entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Sigma Opportunity Fund, LLC (“Sigma”) for the issuance and sale of a 7% Senior Subordinated Secured Convertible Note due on December 29, 2008, in the original principal amount of $3.0 million (the “Note”) convertible at $1.10 per share (subject to adjustment) and a warrant to purchase up to 1.5 million shares of our common stock with a strike price of $0.01 (the “Warrant”).

On February 2, 2007, we entered into a Joinder Agreement to the Note Purchase Agreement with Pacific Asset Partners, LLC (“Pacific”) and Operis Partners I, LLC (“Operis”) and issued a second 7% Senior Subordinated Secured Convertible Note due on December 29, 2008 in the original principal amount of $1.0 million and a warrant to purchase up to 500,000 shares of our common stock (with a fair value of $0.4 million) to Pacific, and a third 7% Senior Subordinated Secured Convertible Note due on December 29, 2008 in the original principal amount of $0.5 million and a warrant to purchase up to 250,000 shares of our common stock (with a fair value of $0.2 million) to Operis, all on substantially the same terms as the Note and Warrant issued to Sigma.

On February 15, 2007, we entered into a Joinder Agreement to the Note Purchase Agreement with Sigma Berliner, LLC (“Sigma Berliner”) to issue a fourth 7% Senior Subordinated Secured Convertible Note due on December 29, 2008 in the original principal amount of $1.5 million (the “Sigma Berliner Note”) and a warrant to purchase up to 750,000 shares of our common stock (with a fair value of $0.6 million) to Sigma Berliner, also on substantially the same terms as the Note and Warrant issued to Sigma.

F-20

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2008

($ amount in thousands except per share and per share amounts)

Pursuant to the Note Purchase Agreement, we agreed to register the shares of common stock issuable upon conversion of the Note and upon exercise of the Warrant and the Additional Warrants (collectively, the “Registrable Shares”) for resale under the Securities Act. We agreed to file with the SEC a Registration Statement with respect to the Registrable Shares, which was filed with the SEC on March 19, 2007, and to cause the Registration Statement to become effective on or before June 15, 2007.

We were unable to have the Registration Statement declared effective by the Securities and Exchange Commission prior to June 15, 2007. Therefore, pursuant to the Note Purchase Agreement, we became subject to liquidated damages equal to 2% of the aggregate purchase price paid by each purchaser for each of the first six months that we failed to meet the requirement. On September 27, 2007, we signed a Waiver and Amendment to Note Purchase Agreement (the “Waiver”) with the noteholders to lower the conversion price of the Notes from $1.10 to $1.00 per share. The reduction in the conversion price resulted in finance charges of $0.7 million, which was reflected in our balance sheet as other long-term liabilities and was subsequently reclassified as Additional paid-in capital. Pursuant to the Waiver, we have agreed to continue to use our best efforts to register the shares underlying the Notes and the associated warrants, and to maintain the effectiveness of any registration statement we file with respect to these shares.

In connection with the Note Purchase Agreement, on February 8, 2007 we amended our certificate of incorporation to increase the number of shares of our authorized common stock from 20,000,000 shares to 100,000,000 shares.

In connection with the Sigma note, the Pacific note, the Operis note and the Sigma Berliner note, we recorded debt discounts equal to the fair value of the warrants associated with such notes as follows:

	Loan
	Face		Warrants		Debt
	Amount		Issued		Discount
Sigma note	$	3,000		1,500,000	$	753
Pacific note		1,000		500,000		376
Operis note		500		250,000		188
Sigma Berliner note		1,500		750,000		564
	$	6,000		3,000,000	$	1,881

We reduced the carrying value of these notes on the books accordingly with the corresponding entries to paid-in capital. We have accreted these amounts over the lives of the notes, charging interest expense whereby the notes balances will equal the face amounts at December 29, 2008.

On June 25, 2008, the Noteholders converted the full principal amounts of the Notes into common stock of the Company at a conversion price of $1.00 per share. The Company paid each Noteholder cash payments representing interest payments the Noteholders would have received had they converted on the Notes’ maturity date, December 29, 2008. Upon conversion, (a) Sigma received 3,000,000 shares of common stock and a cash payment of $0.2 million, (b) Operis received 500,000 shares of common stock and a cash payment of $0.1 million, (c) Pacific received 1,500,000 shares of common stock and a cash payment of $0.1 million, and (d) Sigma Berliner received 1,500,000 shares of common stock and a cash payment of $0.1 million.

In connection with the conversion of the Notes, we charged the unamortized balance of deferred finance fees in the amount of $0.2 million and the unaccreted balance of the warrants issued in connection with the Notes in the amount of $0.5 million to amortization of deferred financing fees and accretion of debt discount.

F-21

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2008

($ amount in thousands except per share and per share amounts)

10. Capitalized Leases

We have entered into capital leases for certain automobiles and trucks. As of June 30, 2008 and 2007, the total cost of the vehicles was approximately $0.7 million and $0.5 million, respectively, and the related accumulated depreciation was approximately $0.2 million and $0.2 million, respectively.

The following is a schedule of future minimum lease payments under capital leases as of June 30, 2008:

2009	$	142
2010		132
2011		124
2012		82
Thereafter		4
		484
Amounts representing interest		(61	)
Future minimum lease payments	$	423

11. Commitments and Contingencies

Operating Leases

We lease office and warehouse space under various operating leases. Rent expense for the years ended June 30, 2008 and 2007 was approximately $0.8 million and $0.8 million, respectively.

Minimum future amounts due under operating leases are as follows:

2009	$	849
2010		1,218
2011		951
2012		831
2013		793
Thereafter		2,114
Total	$	6,756

We have entered into a six year Lease Agreement for approximately 70,000 square feet of office and warehouse space in Fairlawn, New Jersey, which will commence upon the landlord meeting certain contingencies, including construction of new office facilities to our satisfaction. While we do not know the commencement date at this time, our best estimate is that the lease will commence on January 1, 2009, and the above table includes rental payments for this location from that date going forward.

Legal Proceedings

We are involved in legal proceedings from time to time, none of which we believe, if decided adversely to us, would have a material adverse effect on our business, financial condition or results of operations.

F-22

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2008

($ amount in thousands except per share and per share amounts)

12. Employee Benefit Plan

Berliner maintains a defined contribution plan under Section 401(k) of the Internal Revenue Code. Under the plans, employees may elect to defer a percentage of their salary, subject to defined limitations. Berliner retains the right to provide for a discretionary matching contribution in addition to discretionary contributions based upon participants’ salaries. We accrued for voluntary matching or discretionary contributions totaling $0.2 million and $52 thousand for the years ended June 30, 2008 and 2007, respectively.

13. Related Party Transactions

Pursuant to the provisions of the Note Purchase Agreement described in Note 9, so long as the Note remains outstanding or Sigma beneficially owns at least 5% of our outstanding common stock, Sigma has the right to nominate one director to our Board of Directors. On December 29, 2006, Sigma nominated, and our Board of Directors appointed, Thom Waye to serve as a member of our Board of Directors as a Class III director, with his term expiring at the 2008 annual meeting. We are obligated to use our best efforts to cause Mr. Waye, as well as all reasonably suited future designees, to continue to serve on our Board of Directors. During the year ended June 30, 2007, we paid or accrued Sigma Capital Advisors $0.1 million and issued warrants to them to purchase up to 175,000 shares of our common stock exercisable over a period of five years at an exercise price of $0.55 per share, which were valued at $55 thousand using the Black-Scholes Merton option pricing model using the following assumptions:

			Black-Scholes Merton Assumptions
						Expected			Risk-free
Warrants			Expected			Dividend			Interest			Expected
Issued	Value		Volatility			Yield			Rate			Life
150,000		42		62	%		0	%		4.70	%		5 Years
25,000		13		72	%		0	%		4.76	%		5 Years

We also paid Sigma $0.1 million for expenses associated with the Note through June 30, 2007 and $0.1 million in interest on the Note. During the year ended June 30, 2008, we paid Sigma $0.4 million in interest on the Note.

On February 15, 2007, we entered into a Joinder Agreement to the Note Purchase Agreement with Sigma Berliner, an affiliate of Sigma and Thom Waye, and issued a fourth 7% Senior Subordinated Secured Convertible Note due on December 29, 2008 in the original principal amount of $1.5 million and a warrant to purchase up to 750,000 shares of our common stock to Sigma Berliner, on substantially the same terms as the Note and Warrant issued to Sigma. This transaction was the result of Sigma exercising a right that Sigma negotiated as part of the December 29, 2006 transaction, at a time at which it was not an affiliate of Berliner. During the year ended June 30, 2008, we paid Sigma Berliner $0.2 million in interest on the Note.

14. Stockholders’ Equity

Common and Preferred Stock

As of June 30, 2008, pursuant to the Amendment to our Amended and Restated Certificate of Incorporation dated February 8, 2007, we are authorized to issue 102,000,000 shares, consisting of (i) 100,000,000 shares of common stock, par value $0.00002 per share, and (ii) 2,000,000 shares of preferred stock, par value $0.00002 per share.

Stock Options

At June 30, 2008, we sponsored two stock option plans, the 1999 Omnibus Securities Plan (the “1999 Plan”) and the 2001 Equity Incentive Plan (the “2001 Plan”), collectively (the “Plans”). We have elected to account for those Plans under SFAS 123R.

F-23

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2008

($ amount in thousands except per share and per share amounts)

The Plans provide for the grant of incentive stock options and non-qualified stock options. The terms of the options are set by our Board of Directors. The options expire no later than ten years after the date the stock option is granted. The number of shares authorized for grants under the Plans is 15% of the total outstanding common stock as computed by the Company as fully diluted, provided that no more than 4 million options can be “incentive” stock options. The 2001 Plan provides for the grant of a maximum of 40,000 incentive stock options that expire no later than ten years after the date the stock option is granted.

The following table represents stock options under our Plans as of June 30, 2008:

	2001 Plan					1999 Plan					Non-Plan
	Number of Shares			Weighted Average Exercise Price		Number of Shares			Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
Balance at June 30, 2006		17,724		$	1,387.50		483,300		$	22.53		18,704	$	6,786.00
Options granted at fair value		-			-		1,091,526			0.84		-		-
Options exercised		-			-		(75,500	)		0.40		-		-
Options cancelled		(833	)		1,387.50		(91,275	)		78.77		-		-
Outstanding at June 30, 2007		16,891		$	1,387.50		1,408,051		$	3.26		18,704	$	6,786 .00
Exercisable at June 30, 2007		16,891		$	1,387.50		501,426		$	7.59		18,704	$	6,786.00
Options granted at fair value		-			-		354,230			1.06		-		-
Options exercised		-			-		(126,875	)		0.55		-		-
Options cancelled		-			-		(221,721	)		0.59		-		-
Outstanding at June 30, 2008		16,891		$	1,387.50		1,413,685		$	3.37		18,704	$	6,786.00
Exercisable at June 30, 2008		16,891		$	1,387.50		782,072		$	5.17		18,704	$	6,786.00

The intrinsic values of options exercised, outstanding and exercisable as of and for the year ending June 30, 2008 were as follows:

Options exercised	$	89,375
Options outstanding	$	410,710
Options exercisable	$	371,973

Stock-based compensation expense included in the consolidated statement of operations for the years ended June 30, 2008 and 2007 was approximately $0.2 million and $0.3 million, respectively. As of June 30, 2008, there was approximately $0.4 million of total unrecognized stock-based compensation cost related to options granted under our Plans that will be recognized over four years.

At June 30, 2008, the range of exercise prices, weighted average exercise price and weighted average remaining contractual life for options outstanding were as follows:

F-24

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2008

($ amount in thousands except per share and per share amounts)

						Options Outstanding and Exercisable
												Weighted
										Weighted		Average
						Number				Average		Remaining
						of				Exercise		Contractual
	Option Price Range					Shares		Exercisable		Price		Life
2001 Plan				$	1,387.50		16,890		16,890	$	1,387.50		2.53 Years
1999 Plan	$	0.30	to	$	0.81		673,000		618,950	$	0.50		7.90 Years
	$	1.01	to	$	1.46		736,684		159,121	$	1.22		8.82 Years
				$	7.05		167		167	$	7.05		6.05 Years
				$	8.01		250		250	$	8.01		5.67 Years
				$	16.50		2,417		2,417	$	16.50		2.03 Years
				$	3,000.00		1,167		1,167	$	3,000.00		1.27 Years
Non-Plan				$	3,600.00		636		636	$	3,600.00		1.69 Years
				$	6,900.00		18,067		18,067	$	6,900.00		1.76 Years

During the year ended June 30, 2008, we issued 354,230 options to 35 individuals with vesting as follows:

			Weighted
	Number		Average
Vesting Period	of Shares		Fair Value
25% per year after one year		316,730	$	0.69
Immediate		37,500		0.57
		354,230		0.68

The value of this stock based on quoted market values at the time of grant was $0.4 million.

The following table summarizes information about unvested stock option transactions:

	2001 Plan		1999 Plan							Non-Plan
						Weighted		Weighted
						Average		Average
	Number		Number			Exercise		Fair		Number
	of Shares		of Shares			Price		Value		of Shares
Balance at June 30, 2006		-		271,125		$	0.41		0.27		-
Options granted at fair value		-		1,091,526			0.84		0.58		-
Options vested		-		(420,401	)		0.56		0.38		-
Options cancelled		-		(35,625	)		0.44		0.29		-
Outstanding at June 30, 2007		-		906,625			0.86		0.59		-
Options granted at fair value		-		354,230			1.06		0.81		-
Options vested		-		(432,257	)		0.76		0.55		-
Options cancelled		-		(196,985	)		0.57		0.37		-
Outstanding at June 30, 2008		-		631,613		$	1.14	$	0.81		-

F-25

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2008

($ amount in thousands except per share and per share amounts)

Stock Warrants

At June 30, 2008, we had issued warrants to purchase up to 1,203,572 shares of our common stock. The following table summarizes those warrant grants:

	Number of		Grant		Strike
Issued to	Shares		Date		Price		Note
Punk, Ziegel & Company, L.P.		100,000		June 21, 2006	$	1.00		A
Punk, Ziegel & Company, L.P.		214,286		December 29, 2006		0.70		A
Sigma Capital Advisors, LLC		150,000		December 29, 2006		0.55		B
Sigma Capital Advisors, LLC		25,000		February 15, 2007		0.55		A
Punk, Ziegel & Company, L.P.		214,286		February 15, 2007		0.70		B
Digital Communication Services, Inc.		500,000		February 28, 2007		0.73		C
		1,203,572

A - Part of advisory services fee. We recorded stock-based compensation expense of $0.2 million related to these warrants.

B - Warrants issued relating to the issuance of 7% Senior Subordinated Secured Convertible Notes. See Note 9.

C - Warrants issued related to the acquisition of Digitcom. On August 29, 2008, the warrant holder exercised 200,000 of these warrants, leaving 300,000 unexercised warrants as of the date of this prospectus.

During the year ended June 30, 2008, warrants to purchase 3,000,000 shares were exercised. These warrants were issued relating to the issuance of 7% Senior Subordinated Secured Convertible Notes which were converted on June 25, 2008. See Note 9.

15. Selected Segment Financial Data

Statement of Financial Accounting Standards No. 131, Disclosures About Segments of an Enterprise and Related Information established standards for reporting information about operating segments in annual financial statements of public business enterprises and requires that those enterprises report selected information about operating segments in interim financial reports issued to shareholders. Operating segments are components of an enterprise about which separate financial information is available and regularly evaluated by the chief operating decision maker(s) of an enterprise. We do not assign assets to our segments.

We have organized our company into two operating segments based upon the types of customers served, services provided and the economic characteristics of each segment. Our operating segments are:

Infrastructure equipment construction and technical service: This segment includes radio frequency and network design and engineering, radio transmission base station modification, in-building network design, engineering and construction, project management, specialty communication services, configured solutions as well as design, installation and construction of wireless telecommunications system towers.

Site acquisition and zoning: Generally we act as an intermediary between telecommunications companies and owners of real estate and other facilities. We identify appropriate properties, negotiate the transactions and handle the administrative details.

We evaluate the performance of our operating segments based on several factors, of which the primary financial measure is segment operating income. Segment operating income is presented herein because our chief operating decision makers evaluate and measure each business unit’s performance based on its segment operating income.

F-26

BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2008

($ amount in thousands except per share and per share amounts)

	Years Ended June 30,
	2008									2007
	Infrastructure			Site						Infrastructure			Site
	Construction			Acquisition			Total			Construction			Acquisition			Total
Revenue	$	98,563		$	29,809		$	128,372		$	43,501		$	11,634		$	55,135
Cost of revenue		64,643			18,809			83,452			29,674			7,601			37,275
Gross margin		33,920			11,000			44,920			13,827			4,033			17,860
Selling, general and administrative expenses		20,885			4,818			25,703			11,964			2,650			14,614
Depreciation and amortization		914			276			1,190			382			102			484
Gain on sale of fixed assets		(8	)		(3	)		(11	)		(4	)		(1	)		(5	)
Operating income	$	12,129		$	5,909		$	18,038		$	1,485		$	1,282		$	2,767

16. Subsequent Events

Settlement of Lawsuit

On May 7, 2007, we filed a complaint against one of our former customers in the United States District Court for the District of New Jersey, alleging, among other things, breach of partnership contract. On September 19, 2008, we entered into a Settlement Agreement with the defendant which resulted in (i) a payment from defendant to us of $400,000 in exchange for our agreement to release them from all claims, and (ii) a payment from defendant of $200,000 related to disputed invoices that had been reserved for which were not related to the litigation. After payment of legal fees, the litigation settlement amount will result in an increase of approximately $330,000 to our income before income taxes for the first quarter of fiscal 2009.

Reorganization

On September 15, 2008, we announced the approval by our Board of Directors of a plan of reorganization consisting of a one for one share exchange with Old Berliner, Inc. (“Old Berliner”), our largest shareholder. The transaction, which is subject to the approval of the shareholders of Old Berliner, is designed to simplify our ownership structure, increase the number of shares in our “public float”, and improve liquidity for our shareholders.

Under the plan, Old Berliner would exchange approximately 13 million shares of our common stock for approximately 13 million newly issued, registered shares. Old Berliner would then liquidate and distribute these shares to the shareholders of Old Berliner. The Company will continue to have the same number of shares outstanding before and after the closing, expected to be early 2009. Because of the large number of shareholders of Old Berliner, Inc. with no affiliation to the Company, the Company expects this transaction to increase its public float by approximately 3 million shares.

The reorganization remains subject to certain conditions set forth in the Agreement and Plan of Reorganization, dated September 9, 2008. Under the agreement the Company will not assume any liabilities or obligations of Old Berliner.

F-27

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

We estimate that our expenses in connection with this offering, other than underwriting discounts and commissions, will be as follows:

Securities and Exchange Commission registration fee	$	34.10
Printing and engraving expenses	$	750
Legal fees and expenses	$	30,000
Accountant fees and expenses	$	7,500
Miscellaneous expenses		n/a
Total	$	38,284.10

Item 14. Indemnification of Directors and Officers

Section 102 of the Delaware General Corporation Law (the “DGCL”) allows a corporation to eliminate the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty to the corporation or its stockholders, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock purchase or redemption in violation of the DGCL or obtained an improper personal benefit.

Our Certificate of Incorporation (the “Charter”) specifically limits each director’s personal liability, as permitted by Section 102 of the DGCL, and provides that if it is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.

Section 145 of the DGCL provides, among other things, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding. The power to indemnify applies if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The power to indemnify applies to actions brought by or in the right of the corporation as well, but only to the extent of expenses (including attorneys’ fees, but excluding amounts paid in settlement) actually and reasonably incurred and not to any satisfaction of judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification will be made in the event of any adjudication of liability on the part of a person to the corporation, unless a court believes that in view of all the circumstances indemnification should apply. Our Charter provides for indemnification of our directors, officers, employees and agents to the fullest extent permitted by the DGCL.

Our bylaws also provide that we will indemnify our directors, officers, employees and agents to the fullest extent permitted by the DGCL against all expenses, liability and loss (including attorneys’ fees judgments, fines, special excise taxes or penalties on amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, including the right to require advancement by us of attorneys’ fees and other expenses incurred in defending any such proceeding in advance of its final disposition, provided that we receive an undertaking from such person to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified. We have entered into agreements with certain of our directors and executive officers, which provide for indemnification of such persons in their capacities of director and/or officer, and we maintain a directors’ and executive officers’ liability insurance policy as permitted by our Charter and Bylaws.

II-1

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Securities Act”) may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 15. Recent Sales of Unregistered Securities

On June 1, 2006, we engaged Punk, Ziegel & Company, L.P. (“Punk Ziegel”) to serve as exclusive financial advisor to assist in the implementation of our capital raising strategies and to identify acquisition candidates, and agreed to pay Punk Ziegel a placement fee payable in cash and/or securities depending on whether any transaction they brought to us involved the placement of equity securities, placement of debt, or a merger, acquisition or other business combination. Upon entry into the agreement with Punk Ziegel, we issued to Punk Ziegel warrants to purchase up to 100,000 shares of our common stock at an exercise price of $1.00 per share. In conjunction with the issuance of our 7% Senior Subordinated Secured Convertible Notes due 2008, we issued to Punk Ziegel additional warrants to purchase up to 428,572 shares of our common stock at an exercise price of $0.70 per share. The exercise price and the number of shares represented by this warrant are subject to adjustment upon the occurrence of certain corporate reorganizations, reclassifications, mergers, consolidations or dilutive events.

In connection with the Note Purchase Agreement described in the accompanying prospectus, we issued (i) $3 million principal amount of our 7% Senior Subordinated Secured Convertible Note Due 2008 (the “Sigma Note”) to Sigma Opportunity Fund, LLC (“Sigma”) on December 29, 2006, (ii) $1.5 million principal amount of our 7% Senior Subordinated Secured Convertible Note Due 2008 (the “SBLLC Note”) to Sigma Berliner, LLC (“SBLLC”) on February 15, 2007, (iii) $1.0 million principal amount of our 7% Senior Subordinated Secured Convertible Note Due 2008 (the “Pacific Note”) to Pacific Asset Partners (“Pacific”) on February 2, 2007, (iv) $0.5 million principal amount of our 7% Senior Subordinated Secured Convertible Note Due 2008 (the “Operis Note”) to Operis Partners I LLC (“Operis”) on February 2, 2007, and (v) warrants to purchase up to 3,000,000 shares of our common stock at an initial exercise price of $0.01 per share to Sigma (1,500,000 shares), SBLLC (750,000 shares), Pacific (500,000 shares) and Operis (250,000 shares) on the dates each purchased its respective 7% Senior Subordinated Secured Convertible Note Due 2008. The Sigma Note, SBLLC Note Pacific Note and Operis Note are collectively referred to as the “Notes.” The Notes were convertible into shares of our common stock are convertible at the option of the holders at an initial conversion price of one share per $1.10 principal amount of the notes, subject to certain adjustments more fully described in the accompanying prospectus and in the notes. The gross proceeds from those issuances were approximately $6 million, which we used to fund our acquisition of Digital Communication Services, Inc. (“Digitcom”) and the remainder for working capital and general corporate purposes. In connection with that certain Advisory Services Agreement, dated December 29, 2006, between us and Sigma Capital Advisors, LLC (“Advisors”), we issued warrants to purchase up to 175,000 shares of our common stock at an initial exercise price of $0.55 per share on December 29, 2006 (as to 150,000 shares) and February 15, 2007 (as to 25,000 shares) as consideration for providing us with business, finance and organizational strategy, advisory, consulting and other services. On September 27, 2007, we signed a Waiver and Amendment to Note Purchase Agreement with each of Sigma, Pacific, Operis and SBLLC (the “Noteholders) whereby the Noteholders agreed to waive the liquidated damages clause in the Note Purchase Agreement in exchange for our agreement to lower the conversion price of the Notes from $1.10 to $1.00 per share.

On February 28, 2007, we issued a warrant to purchase up to 500,000 shares of our common stock to Digitcom as part of the consideration for our acquisition of substantially all the assets of Digitcom and its affiliates at an exercise price of $0.73 per share.

On February 20, 2008, Pacific exercised its warrants upon tendering the required cash exercise price. On March 20, 2008, Operis exercised its warrants on a cashless basis. On April 18, 2008, both of Sigma and SBLLC exercised their warrants on cashless basis.

On June 25, 2008, the Noteholders converted the full principal amounts of the Notes into our common stock at a conversion price of $1.00 per share. We paid each Noteholder cash payments representing interest payments the Noteholders would have received had they converted on the Notes’ maturity date, December 29, 2008. Upon conversion, (a) Sigma received 3,000,000 shares of common stock and a cash payment of $0.2 million, (b) Operis received 500,000 shares of common stock and a cash payment of $0.1 million, (c) Pacific received 1,000,000 shares of common stock and a cash payment of $0.1 million, and (d) Sigma Berliner received 1,500,000 shares of common stock and a cash payment of $0.1 million. As a result of the conversion, the related Security Agreement, dated as of December 29, 2006 pursuant to which we had granted a security interest in certain collateral to the Noteholders, terminated by its own terms.

II-2

The foregoing sales and issuances were made in reliance upon an exemption from the registration provisions of the Securities Act set forth in Section 4(2) thereof, relative to sales by an issuer not involving any public offering, and the rules and regulations thereunder.

The foregoing descriptions of the warrants and notes do not purport to be a complete statement of the parties’ rights under the relevant agreements and are qualified in their entirety by reference to our Current Reports on Form 8-K filed on June 6, 2006, December 29, 2006, February 8, 2007, February 22, 2007, March 6, 2007 and June 30, 2008 and to the full text of the agreements which may be filed as exhibits to those reports.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

		Incorporated by Reference
Exhibit Number	Description	Form	Date	Number	Filed Herewith
3.1	Amended and Restated Certificate of Incorporation of eVentures Group, Inc.	10-K	9/27/2005	3.1
3.2	Amendment to Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on November 13, 2000	10-K	9/27/2005	3.2
3.3	Amendment to Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on December 11, 2000	10-K	9/27/2005	3.3
3.4	Certificate of Amendment, dated September 16, 2005, to the Restated Certificate of Incorporation	10-K	9/27/2005	3.4
3.5	Certificate of Amendment, dated September 16, 2005, to the Restated Certificate of Incorporation	10-K	9/27/2005	3.5
3.6	Certificate of Amendment, dated February 8, 2007, to the Restated Certificate of Incorporation	DEF 14C	1/17/2007
3.7	Amended and Restated By-Laws of Novo Networks, Inc.	10-K	9/27/2005	3.6
4.1	7% Senior Subordinated Secured Convertible Note Due 2008 in the original principal amount of $3,000,000, dated December 29, 2006, issued by Berliner Communications, Inc. to Sigma Opportunity Fund, LLC	8-K	1/05/07	4.1
4.2	7% Senior Subordinated Secured Convertible Note Due 2008 in the original principal amount of $1,000,000, dated February 2, 2007, issued by Berliner Communications, Inc. to Pacific Asset Partners	8-K	2/8/2007	4.1
4.3	7% Senior Subordinated Secured Convertible Note Due 2008 in the original principal amount of $500,000, dated February 2, 2007, issued by Berliner Communications, Inc. to Operis Partners I LLC	8-K	2/8/2007	4.1

II-3

		Incorporated by Reference
Exhibit Number	Description	Form	Date	Exhibit Number	Filed Herewith
4.4	7% Senior Subordinated Secured Convertible Note Due 2008 in the original principal amount of $1,500,000, dated February 15, 2007, issued by Berliner Communications, Inc. to Sigma Berliner, LLC	8-K	2/22/07	4.1
4.5	Letter Agreement, dated May 14, 2007, to waive certain conversion adjustments of Berliner Communication, Inc.’s 7% Senior Subordinated Secured Convertible Notes Due 2008	10-Q	5/15/2007	4.1
5.1	Opinion of Andrews Kurth LLP as to the validity of the shares*
10.1	2001 Equity Incentive Plan	10-Q	5/15/2000	10.1
10.2	Employment Agreement, dated as of January 1, 2006, between the Registrant and Richard B. Berliner	10-Q	2/07/2006	10.16
10.3	Employment Agreement, dated as of January 1, 2006, between the Registrant and Patrick G. Mackey	10-Q	2/07/2006	10.17
10.4	Note Purchase Agreement dated as of December 29, 2006 by and among the Registrant, Sigma Opportunity Fund, LLC, Pacific Asset Partners, Operis Partners I LLC and Sigma Berliner, LLC	8-K	1/05/2007	4.1
10.5	Joinder Agreement dated February 2, 2007 by and among the Registrant, Sigma Opportunity Fund, LLC and Pacific Asset Partners	8-K	2/8/2007	10.1
10.6	Joinder Agreement dated February 2, 2007 by and among the Registrant, Sigma Opportunity Fund, LLC and Operis Partners I LLC	8-K	2/8/2007	10.1
10.7	Joinder Agreement dated February 15, 2007 by and among the Registrant, Sigma Opportunity Fund, LLC and Sigma Berliner, LLC	8-K	2/22/07	10.1
10.8	Asset Purchase Agreement, dated as of February 28, 2007, by and among Digital Communication Services, Inc., the Shareholders of Digital Communication Services, Inc. and J&J Leasing Partnership, and BCI Communications, Inc.	8-K	3/06/2007	10.1
10.9	Limited Recourse Promissory Note, dated as of February 28, 2007, issued by BCI Communications, Inc. to J&J Leasing Partnership	8-K	3/06/2007	10.2
10.10	Asset Purchase Agreement, dated as of April 16, 2007, by and between Radian Communication Services, Inc. and BCI Communications, Inc.	8-K	4/20/2007	10.1
10.11	Amendment and Waiver Agreement, dated September 27, 2007, among Berliner Communications, Inc., Sigma Opportunity Fund, LLC, Pacific Asset Partners, LP, Operis Partners I LLC, and Sigma Berliner, LLC	10-K	10/2/2007	10.1

II-4

		Incorporated by Reference
Exhibit Number	Description	Form	Date	Exhibit Number	Filed Herewith
10.12	Employment Agreement, dated as of November 15, 2007, by and between Berliner Communications, Inc. and Raymond A. Cardonne, Jr.	8-K	11/15/2007	10.1
10.13	Employment Agreement, dated December 10, 2007, by and between Berliner Communications, Inc. and Richard B. Berliner.	8-K	12/13/2007	10.1
10.14	Employment Agreement, dated December 10, 2007, by and between Berliner Communications, Inc. and Nicholas Day.	8-K	12/13/2007	10.2
10.15	Employment Agreement, dated December 12, 2007, by and between Berliner Communications, Inc. and Michael S. Guerriero.	8-K	12/13/2007	10.3
10.16	Revolving Credit and Security Agreement, dated April 27, 2008, between BCI Communications, Inc. as borrower and PNC Bank National Association as lender and agent	8-K	4/23/2008	10.1
10.17	$15,000,000 Revolving Credit Note, dated April 17, 2008, between BCI Communications, Inc. as borrower and PNC Bank, National Association as lender and agent	8-K	4/23/2008	10.2
10.18	Guaranty & Suretyship Agreement, dated April 17, 2008, made by Berliner Communications, Inc. as guarantor on behalf of BCI Communications, Inc. and in favor of PNC Bank, National Association	8-K	4/23/2008	10.3
10.19	Subordination & Inter-creditor Agreement, dated April 17, 2008, by and among PNC Bank, National Association as agent for the lenders and Sigma Opportunity Fund, LLC, Sigma Berliner, LLC, Operis Partners I LLC, and Pacific Asset Partners as the subordinated investors	8-K	4/23/2008	10.4
10.20	Amendment to Note Purchase Agreement and Notes and Security Agreement Thereunder, dated April 17, 2008, by and among Berliner Communications, Inc., Sigma Opportunity Fund, LLC, Sigma Berliner, LLC, Operis Partners I LLC, and Pacific Asset Partners	8-K	4/23/2008	10.5
10.21	Agreement and Plan of Reorganization, dated September 15, 2008, between Berliner Communications, Inc. and Old Berliner, Inc.	8-K	9/15/2008	10.1
21.1	Subsidiaries of the Registrant	10-K	10/2/2007	21.1
23.1	Consent of BDO Seidman, LLP				X
23.3	Consent of Andrews Kurth LLP (included in Exhibit 5.1)*

*To be filed by amendment

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		Incorporated by Reference
Exhibit Number	Description	Form	Date	Exhibit Number	Filed Herewith
24.1	Powers of Attorney	S-1/A	2/11/2008

Item 17. Undertakings

(a)The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

i. If the registrant is relying on Rule 430B (Section 430B of this chapter):

A. Each prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

B. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

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ii. If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

5. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Elmwood Park, New Jersey, on the 7th day of November, 2008.

Berliner Communications, Inc.
By:	/s/ Richard B. Berliner
Name:	Richard B. Berliner
Title:	Chief Executive Officer

Pursuant to the requirement of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on November 7, 2008.

SIGNATURE	TITLE
/s/ Richard B. Berliner	Chief Executive Officer
Richard B. Berliner	(Principal Executive Officer)
/s/ Raymond A. Cardonne, Jr.	Chief Financial Officer
Raymond A. Cardonne, Jr.	(Principal Financial Officer)
*	Director
Mark S. Dailey
*	Director
Peter J. Mixter
*	Director
Mehran Nazari
*	Director
John Stevens Robling, Jr.
*	Director
Thomas Waye
* /s/ Nicholas Day	Attorney-in-fact
Nicholas Day

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