UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                                   (Mark one)

                 |X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2009

                                       OR

                   |_| REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

                For the transition period from ______ to _______

                        COMMISSION FILE NUMBER 000-28867

                                   AVEROX INC.
        (Exact name of small business issuer as specified in its charter)

            Nevada                                          88-0407936
-------------------------------                 --------------------------------
(State or Other Jurisdiction of                 (IRS Employer Identification No.
Incorporation or Organization)

        House No. 381, Street No. 13, Sector F-10/2, Islamabad, Pakistan
        ----------------------------------------------------------------
                    (Address of principal executive offices)

                               +92 (0) 51 211 0755
                               -------------------
              (Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes |X| No |_|

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer |_|     Accelerated filer |_|
Non-accelerated filer |_|       Smaller reporting company |X|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

As of May 20, 2009, there were 100,000,000 shares of Common Stock, $.004 par
value, outstanding.

<PAGE>

                          AVEROX INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

                                                                            PAGE

PART I  FINANCIAL INFORMATION................................................(i)

   Item 1. Financial Statements..............................................(i)

   Item 2. Management's Discussion and Analysis of
           Financial Condition and Results of Operation........................1

   Item 3. Quantitative Disclosures about Market Risk.........................15

   Item 4. Controls and Procedures............................................15

   Item 4T. Controls and Procedures...........................................16

PART II  OTHER INFORMATION....................................................17

   Item 1. Legal Proceedings..................................................17

   Item 2. Unregistered Sales of Equity Securities and Use of Proceeds........17

   Item 3. Defaults Upon Senior Securities....................................17

   Item 4. Submission of Matters to a Vote of Security Holders................17

   Item 5. Other Information..................................................17

   Item 6. Exhibits...........................................................17

SIGNATURES....................................................................18

Exhibits

      10.1  Agreement, dated May 15, 2009, by and between Averox Inc. and Averox
            Telecommunication LLC

      31.1  Chief Executive Officer's Certificate, pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002

      31.2  Chief Financial Officer's Certificate, pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002

      32.1  Chief Executive Officer's Certificate, pursuant to 18 U.S.C. Section
            1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
            of 2002

      32.2  Chief Financial Officer's Certificate, pursuant to 18 U.S.C. Section
            1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
            of 2002

<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                          AVEROX, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2009
                                   (UNAUDITED)

                                TABLE OF CONTENTS

Unaudited Condensed Consolidated Balance Sheets                              F-1

Unaudited Condensed Consolidated Statements of Operations                    F-2

Unaudited Condensed Consolidated Statements of Cash Flow                     F-3

Notes to Unaudited Condensed Consolidated Financial Statements               F-4


                                      (i)
<PAGE>

                          AVEROX INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        MARCH 31, 2009 AND JUNE 30, 2008
                                   (UNAUDITED)

                                     ASSETS

                                                     March 31,       June 30,
                                                       2009            2008
                                                    -----------     -----------
Current Assets
     Cash and cash equivalents                      $   317,376     $    16,520
     Accounts receivable, net                           447,293         307,863
     Advances & prepaid expenses                         67,964          66,208
     Other current assets                                 6,311          14,829
                                                    -----------     -----------
             Total Current Assets                       838,942         405,420
                                                    -----------     -----------

Property, Plant & Equipment, net                         94,445         131,492
                                                    -----------     -----------

Other Assets
     Intangible assets, net                             872,929           3,595
     Deposits                                             4,130           4,888
                                                    -----------     -----------

             Total Other Assets                         877,060           8,483
                                                    -----------     -----------

Total Assets                                        $ 1,810,447     $   545,395
                                                    ===========     ===========

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
     Accounts payable and accrued expenses          $   306,893     $   457,886
     Payable to related party                         1,000,000              --
     Provision for income tax                            95,287          92,327
     Deferred tax liabilities                            13,427          19,777
     Deferred revenue                                   161,983              --
     Current portion of lease obligations                    --           7,076
                                                    -----------     -----------
             Total Current Liabilities                1,577,590         577,066

Minority interest                                        81,044          79,999
                                                    -----------     -----------

Stockholder's Deficit
     Common stock, $.004 par value, 250,000,000
     shares authorized, 100,000,000, issued and         400,000         400,000
     outstanding
     Additional paid in capital                       2,223,779       2,223,779
     Subscription receivable                                 --        (477,524)
     Other comprehensive income (loss)                  (89,422)         81,508
     Accumulated deficit                             (2,382,544)     (2,339,433)
                                                    -----------     -----------
     Total Stockholder's Deficit                        151,813        (111,670)
                                                    -----------     -----------

Total Liabilities and Stockholder's Deficit         $ 1,810,447     $   545,395
                                                    ===========     ===========


                                      F-1
<PAGE>

                          AVEROX INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                      Three Month Periods Ended             Nine Month Periods Ended
                                                  March 31, 2009     March 31, 2008     March 31, 2009     March 31, 2008
                                                  --------------     --------------     --------------     --------------
<S>                                               <C>                <C>                <C>                <C>
Net Revenue                                       $      216,138     $      120,855     $      636,396     $      460,662

Cost of revenue                                           59,450            210,986            273,777            685,601
                                                  --------------     --------------     --------------     --------------

     Gross profit (loss)                                 156,688            (90,130)           362,619           (224,938)

Operating expenses

     General and administrative expenses                 218,554            239,047            525,528          1,370,566
       Amortization of intangible                         50,000                 --            130,108                 --
                                                  --------------     --------------     --------------     --------------

Loss from operations                                    (111,865)          (329,178)          (293,016)        (1,595,505)
                                                  --------------     --------------     --------------     --------------

Other (Income) Expense
     Interest income                                     (43,736)              (344)           (43,745)            (4,017)
       Other (income) expense                             11,620                 --           (219,587)                --
     Interest expense                                      3,645                852              4,383              3,675
     Currency exchange (gains) losses                     (2,183)               (21)           (11,261)                90
     Gain on disposal of asset                               (40)                 1              4,730               (101)
                                                  --------------     --------------     --------------     --------------
     Total Other (Income) Expense                        (30,693)               487           (265,479)              (354)
                                                  --------------     --------------     --------------     --------------

Loss before income taxes and minority interest           (81,173)          (329,665)           (27,538)        (1,595,151)

Provision for income taxes                              (123,207)            (1,810)            14,529           (106,812)
                                                  --------------     --------------     --------------     --------------

Net income (loss) before minority interest                42,034           (327,855)           (42,067)        (1,488,340)

Net income (loss) attributable to minority
interest                                                    (912)            (3,504)             1,045            (14,610)
                                                  --------------     --------------     --------------     --------------

Net income (loss)                                         42,946           (324,351)           (43,112)        (1,473,729)

Other Comprehensive item
     Foreign Currency Translation                       (214,358)           (95,419)          (170,930)          (172,620)
                                                  --------------     --------------     --------------     --------------

Comprehensive Loss                                $     (171,412)    $     (419,771)    $     (214,042)    $   (1,646,350)
                                                  ==============     ==============     ==============     ==============

Basic & diluted net income per share              $        0.000             (0.032)    $        0.000     $       (0.147)

Weighted average shares of share capital
outstanding
  - basic & diluted                                  100,000,000         10,000,000        100,000,000         10,000,000
                                                  ==============     ==============     ==============     ==============
</TABLE>

Weighted average for the dilutive shares has not been calculated since the
dilutive shares are anti-dilutive


                                      F-2
<PAGE>

                          AVEROX INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTH PERIODS ENDED MARCH 31, 2009 AND 2008
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                2009            2008
                                                            -----------     -----------
<S>                                                         <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                               $   (43,112)    $(1,473,729)
     Adjustments to reconcile net loss to net cash
        used in operating activities:
     Bad debts                                                 (220,000)        289,638
     Loss on sales of fixed assets                                   --            (101)
     Depreciation and amortization                              162,812          36,122
     Valuation allowance                                        179,172              --
     Minority interest                                            1,045         (14,610)
     (Increase) / decrease in assets:
        Accounts receivable                                      34,141          72,765
        Other receivables, deposits and prepaid expenses       (154,064)       (358,252)
        Loans and advances                                      (59,679)             --
Increase / (decrease) in liabilities:
        Accounts payable and accrued expenses                   (92,715)          4,071
        Deferred revenue                                        168,214              --
        Provision for income tax                                 14,529              --
                                                            -----------     -----------
     Net cash used in operations                                 (9,656)     (1,444,097)
                                                            -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES
     Proceed from sale of property and equipment                     --          17,049
     Acquisition of intangible assets                                --            (545)
     Acquisition of property and equipment                      (14,239)        (80,665)
                                                            -----------     -----------
     Net cash used in investing activities                      (14,239)        (64,160)
                                                            -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from subscription receivable                      477,523         802,693
     Payment on capital lease                                    (6,208)        (28,121)
                                                            -----------     -----------
     Net cash provided by financing activities                  471,315         774,573
                                                            -----------     -----------
     Effect of exchange rate changes on cash and cash
        equivalents                                            (146,564)         61,334
                                                            -----------     -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS            300,856        (672,350)

CASH AND CASH EQUIVALENTS, BEGINNING BALANCE                     16,520         775,712
                                                            -----------     -----------

CASH AND CASH EQUIVALENTS, ENDING BALANCE                   $   317,376     $   103,361
                                                            ===========     ===========

SUPPLEMENTAL DISCLOSURES:

     Cash paid during the nine month periods for:

        Interest paid                                       $     4,383     $     3,675
                                                            ===========     ===========
        Income tax paid                                     $        --     $        --
                                                            ===========     ===========

     Non Cash transactions:

        Intangible asset purchased                          $ 1,000,000     $        --
                                                            ===========     ===========
</TABLE>


                                      F-3
<PAGE>

                          AVEROX, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2009

Note A - ORGANIZATION

      Averox, Inc., formerly Flickering Star Financial, Inc. ("Averox"), was
      incorporated on November 25, 1996 under the laws of the State of Nevada.
      On November 13, 2006, Averox Inc., consummated the transactions
      contemplated by a certain Share Exchange Agreement dated October 30, 2006,
      by and among Averox, certain shareholders of Averox, Averox FZ-LLC
      (formerly Pearl Consulting FZ-LLC), Averox (Private) Limited (formerly
      Pearl Consulting (Private) Limited) and Salman Mahmood (the "Exchange
      Agreement"). Averox FZ-LLC ("Averox Dubai"), a free zone limited liability
      company organized under the laws of Dubai, was organized on November 9,
      2004. Averox (Private) Limited ("Averox Pakistan"), a private limited
      company organized under the laws of Pakistan, was organized on March 19,
      2003. Averox North America Inc. ("Averox N.A."), a Nevada corporation, was
      incorporated on November 6, 2007. Averox Telecommunication, LLC was
      organized under the laws of United Arab Emirates on August 28, 2008. When
      used in these notes, the terms "Company," "we," "our," or "us" mean
      Averox, its majority owned subsidiary Averox Pakistan, its subsidiary
      Averox N.A. and related company Averox Telecommunication.

      On August 31, 2006, Averox Pakistan's shareholder transferred 98 ordinary
      shares of Averox Pakistan to Averox Dubai. These shares represented ninety
      eight percent (98%) of the issued and outstanding shares on that date.
      Averox Pakistan became a majority owned subsidiary of Averox Dubai.

      On March 31, 2008, Averox Dubai transferred the shares of Averox Pakistan
      owned by it to Averox, Inc., Upon such transfer, Averox Pakistan became a
      wholly-owned subsidiary of Averox, Inc.

      Pursuant to the Exchange Agreement, Averox issued 65,000,000 shares of its
      common stock, or 65% of the issued and outstanding capital stock of Averox
      after the consummation of the Exchange Agreement and the transactions
      contemplated thereby. As a result of the Exchange Agreement, Averox Dubai
      became a wholly-owned subsidiary of Averox.

      The Company, through its acquisition of Averox Dubai and Averox Pakistan,
      is no longer considered a development stage company.

      The principle services we provide include the design, deployment,
      integration, and the overall management of telecommunications networks for
      both large and small companies. Our work for telecommunication companies
      involves software development, radio frequency engineering, project
      management and the installation of telecommunications equipment. We also
      provide network management services, which involve day-to-day optimization
      and maintenance of telecommunications networks. To date, most of our
      network engineering and deployment services have been for
      telecommunications carriers primarily in Pakistan, although we are
      actively marketing our services and solutions in Eastern Europe, the
      Middle East and the rest of Asia.

      Our information technology, or IT, professionals develop and promote
      software which delivers industry standard-specific solutions. The
      solutions developed by our IT professionals address needs in a wide
      spectrum of areas such as e-commerce, enterprise resource planning, IT
      strategy and consulting, project management and web-based applications
      such as content management systems, and Internet and intranet
      applications.

      Basis of Consolidation

      The consolidated financial statements include the accounts of Averox,
      Inc., its majority owned subsidiary Averox Pakistan, its subsidiary Averox
      N.A. and a variable interest entity ("VIE") for which the Company is the
      primary beneficiary, Averox Telecommunication. All material intercompany
      accounts, transactions and profits have been eliminated in consolidation.


                                      F-4
<PAGE>

      Revenue Recognition

      Under SOP 97-2 as amended, SOP 81-1 and SAB 104 the Company recognizes
      revenue when persuasive evidence of an arrangement exists, delivery has
      occurred, the fee is fixed or determinable, and collectability is
      reasonably assured. In instances where final acceptance of the product,
      system, or solution is specified by the customer, revenue is deferred
      until all acceptance criteria have been met. The Company also follows the
      provisions of the SEC Staff Accounting Bulletin ("SAB") No. 101, "Revenue
      Recognition in Financial Statements," as revised by SAB 104.

      Risks and Uncertainties

      The Company is subject to substantial risks from, among other things,
      intense competition associated with the industry in general, other risks
      associated with financing, liquidity requirements, rapidly changing
      customer requirements, limited operating history, foreign currency
      exchange rates and the volatility of public markets. Currently, there are
      tensions involving Afghanistan, a neighbor of Pakistan. These hostilities
      and tensions could lead to political or economic instability in Pakistan
      and a possible adverse effect on operations and future financial
      performance.

      Use of Estimates

      The preparation of financial statements in conformity with GAAP 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.

      Translation Adjustment

      As of March 31, 2009 and 2008, the accounts of Averox Pakistan were
      maintained, and its financial statements were expressed, in PKR. Such
      financial statements were translated into U.S. Dollars (USD) in accordance
      with Statement of Financial Accounts Standards No. 52, "Foreign Currency
      Translation," with the PKR as the functional currency. According to the
      Statement, all assets and liabilities were translated at the current
      exchange rate, stockholders' equity (deficit) is translated at the
      historical rates and income statement items are translated at the average
      exchange rate for the period. The resulting translation adjustments are
      reported under other comprehensive income in accordance with SFAS No. 130,
      "Reporting Comprehensive Income," as a component of shareholders' equity
      (deficit).

      Allowance for Doubtful Accounts

      The Company maintains reserves for potential credit losses on accounts
      receivable. Management reviews the composition of accounts receivable and
      analyzes historical bad debts, customer concentrations, customer credit
      worthiness, current economic trends and changes in customer payment
      patterns to evaluate the adequacy of these reserves. Allowance for
      doubtful debts amounted to $290,348 and $583,593 as of March 31, 2009 and
      June 30, 2008, respectively.

      Property, Plant & Equipment

      Property and equipment are stated at cost. Expenditures for maintenance
      and repairs are charged to earnings as incurred; additions, renewals and
      betterments are capitalized. When property and equipment are retired or
      otherwise disposed of, the related cost and accumulated depreciation are
      removed from the respective accounts, and any gain or loss is included in
      operations. Depreciation of property and equipment is provided using the
      straight-line method for substantially all assets with estimated lives of:

               Equipment                             3 -5 years
               Furniture & Fixtures                  5 -10 years
               Motor Vehicles                        5 years


                                      F-5
<PAGE>

      As of March 31, 2009 and June 30, 2008 property, plant and equipment
      consisted of the following:

                                              March 31, 2009     June 30, 2008
                                              --------------     --------------
            Furnitures and fixtures           $       21,370     $       35,727
            Office equipment                         120,333            117,835
            Motor Vehicle                             85,950             97,954
                                              --------------     --------------
                                                     227,653            251,516
            Accumulated depreciation                (133,208)          (120,024)
                                              --------------     --------------
                                              $       94,445     $      131,492
                                              ==============     ==============

      Depreciation expense was $12,242 and $32,704 for the three month and nine
      month periods ended March 31, 2009. Depreciation expense was $24,318 and
      $36,122 for the three and nine month periods ended March 31, 2008.

      Basic and Diluted Earnings Per Share

      Earnings per share is calculated in accordance with the Statement of
      Financial Accounting Standards No. 128 ("SFAS No. 128"), "Earnings Per
      Share." SFAS No. 128 superseded Accounting Principles Board Opinion No. 15
      ("APB 15"). Net loss per share for all periods presented has been restated
      to reflect the adoption of SFAS No. 128. Basic net loss per share is based
      upon the weighted average number of common shares outstanding. Diluted net
      loss per share is based on the assumption that all dilutive convertible
      shares and stock options were converted or exercised. Dilution is computed
      by applying the treasury stock method. Under this method, options and
      warrants are assumed to be exercised at the beginning of the period (or at
      the time of issuance, if later), and as if funds obtained thereby were
      used to purchase common stock at the average market price during the
      period.

      Goodwill and Intangible Assets

      Goodwill represents the excess of the purchase price over the fair value
      of the identifiable assets and liabilities acquired as a result of the
      Company's acquisitions of interests in its subsidiaries. Under Statement
      of Financial Accounting Standards No. 142, "Goodwill and Other Intangible
      Assets" ("SFAS 142"), goodwill is no longer amortized, but tested for
      impairment upon first adoption and annually, thereafter, or more
      frequently if events or changes in circumstances indicate that it might be
      impaired. The Company assesses goodwill for impairment periodically in
      accordance with SFAS 142.

      The Company applies the criteria specified in SFAS No. 141, "Business
      Combinations" to determine whether an intangible asset should be
      recognized separately from goodwill. Intangible assets acquired through
      business acquisitions are recognized as assets separate from goodwill if
      they satisfy either the "contractual-legal" or "separability" criterion.
      Per SFAS 142, intangible assets with definite lives are amortized over
      their estimated useful life and reviewed for impairment in accordance with
      SFAS No. 144, "Accounting for the Impairment or Disposal of Long-lived
      Assets." Intangible assets, such as purchased technology, trademark,
      customer list, user base and non-compete agreements, arising from the
      acquisitions of subsidiaries and variable interest entities are recognized
      and measured at fair value upon acquisition. Intangible assets are
      amortized over their estimated useful lives from one to ten years. The
      Company reviews the amortization methods and estimated useful lives of
      intangible assets at least annually or when events or changes in
      circumstances indicate that it might be impaired. The recoverability of an
      intangible asset to be held and used is evaluated by comparing the
      carrying amount of the intangible asset to its future net undiscounted
      cash flows. If the intangible asset is considered to be impaired, the
      impairment loss is measured as the amount by which the carrying amount of
      the intangible asset exceeds the fair value of the intangible asset,
      calculated using a discounted future cash flow analysis. The Company uses
      estimates and judgments in its impairment tests, and if different
      estimates or judgments had been utilized, the timing or the amount of the
      impairment charges could be different.


                                      F-6
<PAGE>

      Effective January 1, 2002, the Company adopted Statement of Financial
      Accounting Standards No. 144, "Accounting for the Impairment or Disposal
      of Long-Lived Assets" ("SFAS 144"), which addresses financial accounting
      and reporting for the impairment or disposal of long-lived assets and
      supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
      Assets and for Long-Lived Assets to be Disposed Of," and the accounting
      and reporting provisions of APB Opinion No. 30, "Reporting the Results of
      Operations for a Disposal of a Segment of a Business." The Company
      periodically evaluates the carrying value of long-lived assets to be held
      and used in accordance with SFAS 144. SFAS 144 requires impairment losses
      to be recorded on long-lived assets used in operations when indicators of
      impairment are present and the undiscounted cash flows estimated to be
      generated by those assets are less than the assets' carrying amounts. In
      that event, a loss is recognized based on the amount by which the carrying
      amount exceeds the fair market value of the long-lived assets. Loss on
      long-lived assets to be disposed of is determined in a similar manner,
      except that fair market values are reduced for the cost of disposal. Based
      on its review, the Company believes that, as of March 31, 2009 there were
      no significant impairments of its long-lived assets.

      As of March 31, 2009 and June 30, 2008, Intangible Assets consist of the
      following:

                                               March 31, 2009     June 30, 2008
                                               --------------     --------------
            Software and intellecutal rights   $    1,003,037     $        3,595
            Accumulated amortization                 (130,108)                --
                                               --------------     --------------
                                               $      872,929     $        3,595
                                               ==============     ==============

            Amortization expense for the twelve month periods ending
               March 31, 2010                  $      200,000
               March 31, 2011                         200,000
               March 31, 2012                         200,000
               March 31, 2013                         200,000
               March 31, 2014                          72,929
                                               --------------
                                               $      872,929
                                               ==============

      Recent Accounting Pronouncements

      In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests
      in Consolidated Financial Statements", which is an amendment of Accounting
      Research Bulletin ("ARB") No. 51. This statement clarifies that a
      noncontrolling interest in a subsidiary is an ownership interest in the
      consolidated entity that should be reported as equity in the consolidated
      financial statements. This statement changes the way the consolidated
      income statement is presented, thus requiring consolidated net income to
      be reported at amounts that include the amounts attributable to both
      parent and the noncontrolling interest. This statement is effective for
      the fiscal years, and interim periods within those fiscal years, beginning
      on or after December 15, 2008. Management is currently evaluating the
      effect of this pronouncement on financial statements.

      In March 2008, the FASB issued FASB Statement No. 161, Disclosures about
      Derivative Instruments and Hedging Activities. The new standard is
      intended to improve financial reporting about derivative instruments and
      hedging activities by requiring enhanced disclosures to enable investors
      to better understand their effects on an entity's financial position,
      financial performance, and cash flows. It is effective for financial
      statements issued for fiscal years and interim periods beginning after
      November 15, 2008, with early application encouraged. The new standard
      also improves transparency about the location and amounts of derivative
      instruments in an entity's financial statements; how derivative
      instruments and related hedged items are accounted for under Statement
      133; and how derivative instruments and related hedged items affect its
      financial position, financial performance, and cash flows. Management is
      currently evaluating the effect of this pronouncement on financial
      statements.

      In May of 2008, FASB issued SFASB No.162, "The Hierarchy of Generally
      Accepted Accounting Principles". The pronouncement mandates the GAAP
      hierarchy reside in the accounting literature as opposed to the audit
      literature. This has the practical impact of elevating FASB Statements of
      Financial Accounting Concepts in the GAAP hierarchy. This pronouncement
      will become effective 60 days following SEC approval. Management is
      currently evaluating the effect of this pronouncement on financial
      statements.


                                      F-7
<PAGE>

      In May 2008, FASB issued SFASB No. 163, Accounting for Financial Guarantee
      Insurance Contracts-an interpretation of FASB Statement No. 60. The scope
      of the statement is limited to financial guarantee insurance (and
      reinsurance) contracts. The pronouncement is effective for fiscal years
      beginning after December 31, 2008. Management is currently evaluating the
      effect of this pronouncement on financial statements.

      In December 2007, the FASB issued SFAS No. 141(R), "Business
      Combinations". This Statement replaces SFAS No. 141, Business
      Combinations. This Statement retains the fundamental requirements in
      Statement 141 that the acquisition method of accounting (which Statement
      141 called the purchase method) be used for all business combinations and
      for an acquirer to be identified for each business combination. This
      Statement also establishes principles and requirements for how the
      acquirer: a) recognizes and measures in its financial statements the
      identifiable assets acquired, the liabilities assumed, and any
      noncontrolling interest in the acquiree; b) recognizes and measures the
      goodwill acquired in the business combination or a gain from a bargain
      purchase and c) determines what information to disclose to enable users of
      the financial statements to evaluate the nature and financial effects of
      the business combination. SFAS No. 141(R) will apply prospectively to
      business combinations for which the acquisition date is on or after
      Company's fiscal year beginning October 1, 2009. While the Company has not
      yet evaluated this statement for the impact, if any, that SFAS No. 141(R)
      will have on its consolidated financial statements, the Company will be
      required to expense costs related to any acquisitions after September 30,
      2009.

      On December 30, 2008 FASB issued FIN 48-3, "Effective Date of FASB
      Interpretation No. 48 for Certain Nonpublic Enterprises". This FSP defers
      the effective date of FASB Interpretation No. 48, Accounting for
      Uncertainty in Income Taxes, for certain non-public enterprises as defined
      in paragraph 289, as amended, of FASB Statement No. 109, Accounting for
      Income Taxes, including non-public not-for-profit organizations. However,
      non-public consolidated entities of public enterprises that apply U. S.
      GAAP are not eligible for the deferral. Nonpublic enterprises that have
      applied the recognition, measurement, and disclosure provisions of
      Interpretation 48 in a full set of annual financial statements issued
      prior to the issuance of this FSP also are not eligible for the deferral.
      This FSP shall be effective upon issuance. Management is currently
      evaluating the effect of this pronouncement on financial statements.

      On January 12, 2009 FASB issued FSP EITF 99-20-01, "Amendment to the
      Impairment Guidance of EITF Issue No. 99-20". This FSP amends the
      impairment guidance in EITF Issue No. 99-20, "Recognition of Interest
      Income and Impairment on Purchased Beneficial Interests and Beneficial
      Interests That Continue to be Held by a Transferor in Securitized
      Financial Assets," to achieve more consistent determination of whether an
      other-than-temporary impairment has occurred. The FSP also retains and
      emphasizes the objective of an other-than-temporary impairment assessment
      and the related disclosure requirements in FASB Statement No. 115,
      Accounting for Certain Investments in Debt and Equity Securities, and
      other related guidance. The FSP is shall be effective for interim and
      annual reporting periods ending after December 15, 2008, and shall be
      applied prospectively. Retrospective application to a prior interim or
      annual reporting period is not permitted. Management is currently
      evaluating the effect of this pronouncement on financial statements.

Note C - CONTINGENCIES

      The Company has filed a suit in the Court of Civil Judge, First Class,
      Islamabad against ATIS Systems GmbH for declaration, temporary and
      permanent prohibitory and mandatory injunction, rendition of accounts, and
      recovery of money/damages worth USD $11,300,000, Euros $644,179 and
      Pakistan Rupees $300,750,000. According to the legal representation letter
      dated September 25, 2007 from Company counsel, the case was fixed for
      further proceedings in the matter in Pakistan Courts.

      In regards to the progress of the case, according to the legal
      representation letter dated September 9, 2008 from Company counsel, the
      suit is fixed for hearing for arguments on application U/O 12, R 06 of CPC
      in the Civil Court of Islamabad. The Civil Court passed an order against
      the application moved by Atis System for stay of proceedings and referral
      of the matter for arbitration. The mentioned application was dismissed by
      the learned Civil Court by the order dated April 19, 2007; and Atis System
      filed a CR-464/2007 in the Lahore High Court (Rawalpindi Bench). The
      mentioned CR is pending in the Lahore High Court (Rawalpindi Bench); and
      it is difficult to make any fair assessment of the outcome of the case, as
      it is still at an early stage.


                                      F-8
<PAGE>

Note D - GOING CONCERN

      The accompanying consolidated financial statements have been prepared
      assuming that the Company will continue as a going concern. The Company
      has sustained net losses of $2,382,544 since its inception, has negative
      working capital and the Company's operations do not generate sufficient
      cash to cover its operating costs. These conditions raise substantial
      doubt about the Company's ability to continue as a going concern. These
      consolidated financial statements do not include any adjustments that
      might result from the outcome of this uncertainty.

      The Company has taken certain restructuring steps to provide the necessary
      capital to continue its operations. These steps included: 1) acquire
      profitable operations through issuance of equity instruments; and 2) to
      continue actively seeking additional funding and restructure the acquired
      subsidiaries to increase profits and minimize the liabilities.

Note E - OTHER COMPREHENSIVE INCOME

      Balances of related after-tax components comprising accumulated other
      comprehensive income (loss), included in stockholders' equity, at March
      31, 2009 are as follows:

                                                      Accumulated Other
                                                     Comprehensive loss
                                                     ==================
      Balance at June 30, 2007                       $          167,872

      Change for the year 2008                                  (86,364)
                                                     ------------------
      Balance at June 30, 2008                       $           81,508

      Change July 1, 2008 to March 31, 2009                    (170,930)
                                                     ------------------
      Balance at March 31, 2009                      $          (89,422)
                                                     ==================

Note F - COMMITMENTS

      The Company leases various office facilities in Pakistan under operating
      leases that terminate on various dates. Rental expense for these leases
      consisted of $20,090 for the nine month period ended March 31, 2009. The
      Company has future minimum lease obligations as follows:

      March 31,
      2010             $  21,183
      2011                23,301
      2012             $   4,967
                       ---------
      Total            $  49,451
                       =========


                                      F-9
<PAGE>

Note G - MAJOR CUSTOMERS AND VENDORS

      For the nine month period ended March 31, 2009 we had four customers which
      account for 13%, 10%, 26% and 51% of our sales. There is approximately
      $403,127 receivable from these customers as of March 31, 2009. For the
      nine months ended March 31, 2008 we had four customers which accounted for
      approximately 91% of our sales. There is approximately $170,246 of
      receivable from these customers as of March 31, 2008.

      For the nine month period ended March 31, 2009 we have three major vendors
      which account for approximately 11%, 12% and 70% of our purchases. As of
      March 31, 2009, we have $1,790 payable to these vendors. For the nine
      months ended March 31, 2008 we had three vendors which accounted for
      approximately 51% of our purchases. As of March 31, 2008, we had
      approximately $32,132 in payable to these vendors.

Note H - CURRENT VULNERABILITY DUE TO RISK FACTORS

      Our operations are carried out in Pakistan. Accordingly, our business,
      financial condition and results of operations may be influenced by the
      political, economic and legal environments, by the general state of the
      economy. Our business may be influenced by changes in governmental
      policies with respect to laws and regulations, anti-inflationary measures,
      currency conversion and remittance abroad, and rates and methods of
      taxation, among other things.

Note I - SUBSCRIPTION RECEIVABLE

      On November 13, 2006, Averox entered into the Stock Purchase Agreement
      pursuant to which HALO Investments Ltd. (the "Investor") purchased an
      aggregate of 380,000 shares of common stock (the "Share Sale") for
      aggregate gross proceeds of $2,650,000, of which $150,000 was to be paid
      on November 13, 2006 and the balance was to be paid in installments and
      was evidenced by two notes, one interest bearing and one non-interest
      bearing note. The interest bearing note in the aggregate principal amount
      of $1,850,000, bears interest at the rate of prime plus 2.5%, has a
      maturity of November 13, 2007 and principal installments are payable as
      follows: $250,000 together with interest is payable on January 13, 2007;
      $250,000 together with interest is payable on March 13, 2007; $350,000
      together with interest is payable on May 13, 2007; $500,000 together with
      interest is payable on July 13, 2007; and the $500,000 balance together
      with interest is payable on November 12, 2007. The non-interest bearing
      note in the aggregate principal amount of $650,000 is payable over 24
      months at Averox's request provided certain conditions are met. Pursuant
      to the Stock Purchase Agreement, Averox has granted the Investor a right
      of first refusal on financings Averox may do in the future.

      On October 25, 2007, the Company and HALO Investments Ltd. (the
      "Investor") amended and restated the promissory note for $1,850,000. The
      new payment plan requires that the sum of $65,000 together with interest
      shall be paid on or before the first date of each month beginning with the
      month of November, 2007 up to and including the month of August, 2008 and
      the remaining principal balance of the note with interest shall be paid on
      or before September 1, 2008. As of March 31, 2009, all amounts due under
      the notes have been paid and the subscription receivable has been paid in
      full.

Note J - ACQUISITION

      On August 5, 2008, Averox Pakistan, entered into a purchase agreement with
      Provisus Ltd, a limited liability company organized and existing under the
      laws of the United Kingdom ("Provisus"). Provisus is owned by Salman
      Mahmood, Averox's controlling shareholder. The purchase agreement was
      subsequently amended on November 18, 2008 (as amended, the "Purchase
      Agreement").

      Pursuant to the terms of the Purchase Agreement, Averox acquired all
      tangible and intangible assets of Provisus, including, but not limited to:
      (i) Provisus software, service activation and provisioning, (ii)
      Provisus's trademark, website and marketing materials, and (iii)
      intellectual proprietary rights, source code of core module and all
      developed modules as of August 5, 2008. In exchange for the Provisus
      Assets, Provisus acquired Averox's contingent claims for commissions due
      from four companies. The aggregate amount of the contingent claims cannot
      be determined at this time as no information regarding commissions has
      been received. If Provisus collects more than $500,000 from the disputed
      accounts, Provisus will pay seventy-five percent (75%) of such excess to
      Averox after deducting its legal costs.


                                      F-10
<PAGE>

      In addition to the transfer of the claims, under the terms of the Purchase
      Agreement, Averox will pay Provisus (i) in perpetuity a royalty equal to
      twenty percent (20%) of all revenue generated from the sale of Provisus
      software and services in excess of $5 million dollars in revenues in the
      aggregate, and (ii) either (x) $1 million dollars in cash on the first
      anniversary of the date of the Purchase Agreement or (y) shares of the
      Company's common stock if no cash is available after one year valued at $5
      million based upon the then current market price of Averox's shares.

      A summary of the assets acquired in the acquisition is as follows:

          Value of the net assets acquired from Provisus        $ 1,000,000

          Consideration                                           1,000,000
      --------------------------------------------------------------------------
          Excess of consideration over the net assets           $       Nil

      The operations of Provisus were insignificant during the period and hence,
      no proforma has been presented.

Note K - STOCK SPLIT

      On October 25, 2008, Averox effected a 10-for-1 stock split of its common
      stock for shareholders of record as of October 27, 2008. The split was
      effected through an amendment to Averox's articles of incorporation in
      which each outstanding share of common stock would be converted into ten
      outstanding shares of Averox Common Stock.

      All financials presented have been retroactively restated to reflect the
      10-for 1 stock split.

Note L - RELATED PARTY

      On August 5, 2008, Averox Pakistan entered into the Purchase Agreement
      with Provisus. Provisus is owned by Salman Mahmood, Averox's controlling
      shareholder. The Company recorded an intangible asset of $1,000,000 and a
      payable to related party of equal amount.


                                      F-11
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.

The following presentation of management's discussion and plan of operation for
Averox Inc. has been prepared by its internal management and should be read in
conjunction with the audited financial statements of Averox Inc., for the years
ended June 30, 2008 and 2007, including the notes thereto and the unaudited
financial statements for the three and nine months ended March 31, 2009 and
2008, including the notes thereto included elsewhere in this report. Some of the
statements below discuss "forward-looking" information. Those statements include
statements regarding the intent, belief or current expectations of Averox and
its management team. Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties. These risks and uncertainties include but are not limited to,
those risks and uncertainties discussed under the heading "Risk Factors" in this
report. In light of the significant risks and uncertainties inherent in the
forward-looking statements included in this report, the inclusion of such
statements should not be regarded as a representation by us or any other person
that our objectives and plans will be achieved.

In this report, unless the context otherwise requires, references to Averox,
"we", "us" or "our" include Averox Inc., Averox F2-LLC ("Averox Dubai") Averox
(Private) Limited ("Averox Pakistan") and Averox North America Inc. ("Averox
N.A."), and references to our business mean the combined businesses of Averox,
Averox Dubai, Averox Pakistan and Averox N.A.

Averox was incorporated under the name Flickering Star Financial Inc. on
November 25, 1996 under the laws of the State of Nevada. From January 1, 1997
through March 31, 1997, Flickering Star Financial Inc. was in its development
stage. It originally intended to act as a finder of individuals who would serve
as an additional guarantor of motion picture completion guaranty contracts. As
of December 31, 1996, all funds raised by the sale of shares of Flickering Star
Financial in order to fulfill its initial objective had been expended and, after
March 31, 1997, Flickering Star Financial become dormant.

On November 6, 2006, in anticipation of the acquisition of Averox Dubai and
Averox Pakistan, the name Flickering Star Financial Inc. was changed to Averox
Inc.

On November 13, 2006, Averox consummated the transactions contemplated by that
certain Exchange Agreement, dated October 30, 2006, by and among Averox, certain
shareholders of Averox, Averox Dubai and Salman Mahmood ("Mahmood") by acquiring
all of the outstanding shares of capital stock of Averox Dubai. Averox Dubai had
previously acquired ninety-eight percent (98%) of the capital stock of Averox
Pakistan from Mahmood and his spouse on August 31, 2006. Effective as of March
31, 2008, Averox ceased its operations in Dubai and Averox Dubai became dormant
in order to reduce operating costs. On March 31, 2008, Averox Dubai transferred
the shares of Averox Pakistan owned by it to Averox Inc. Averox Pakistan is now
a wholly-owned subsidiary of Averox Inc.

Since the cessation of operations of Averox Dubai, we have continued to operate
in Dubai through Averox Telecommunication LLC ("Averox Telecom"). Averox Telecom
is owned 49% by Mahmood and 51% by a local partner in Dubai. The ownership
structure was necessitated by provisions of Dubai law which requires some local
ownership and makes ownership by a foreign entity difficult. Averox Telecom is a
pass through vehicle run for the benefit of Averox. Mahmood retains operating
control of Averox Telecom and has agreed to derive no pecuniary benefit from its
operations. Mahmood and Averox plan to transfer Mahmood's 49% ownership of
Averox Telecom to Averox.

Averox, through its subsidiaries, is an independent provider of software
solutions, engineering and telecommunications network deployment services,
systems integration and related support services. Although Averox's business has
primarily focused on standard solutions and end products for the
telecommunications industry, Averox's software solutions and services are also
being marketed and employed in other industries and areas of Averox's business.
Averox believes that it has established an excellent reputation for applying
specialized and innovative problem-solving skills to a diverse range of clients
and industries.

Historically, the principal services Averox has provided include the design,
deployment, integration, and the overall management of telecommunications
networks for both large and small companies. Averox's work for telecommunication
companies has involved software development, radio frequency engineering,
project management and/or installation of telecommunications equipment. In some
instances, Averox has worked as a subcontractor for portions of these projects.
In other instances, Averox has contracted to act as general contractor for an
entire system engineering project covering all aspects of design and execution.


                                       1
<PAGE>

Acting as general contractor to provide turnkey telecom engineering services
produces high revenues, but also requires us to incur significant costs for,
among other things, software material costs, subcontractor fees and labor costs.
We also take on all of the financial risks associated with the completion of the
project. Because of these costs, potential risks and limited capital resources,
we have determined to de-emphasize telecom civil works projects such as base
transmitter, or BTS stations, site development, unless the customer is willing
to advance all costs required for the project.

In furtherance of this determination, we have, in one instance, transferred our
obligations as system engineer to a third party in exchange for the right to
receive commissions from project revenues until August 30, 2009. This agreement
will give us a stream of revenue over this period without any associated costs.

The recent focus of our business has been on proprietary software development
and systems integration. We have also entered the solar and wind powered
generators market, offering a range of wind and solar powered generators that
can be used to produce clean and inexpensive power for domestic and commercial
use.

Our information technology professionals license, develop and promote software
which delivers industry standard-specific solutions. These solutions cover areas
such as telecom billing (retail and interconnect), service activation,
mediation, revenue assurance and fraud management. Our IT solutions are also
being used for customers outside the telecommunications industry. The solutions
developed by our IT professionals or licensed by us for our telecommunications
services business address needs in a wide spectrum of areas such as e-commerce,
enterprise resource planning, IT strategy and consulting and project management,
web-based applications such as content management systems, and Internet and
intranet applications. Additionally, we have built and operate portals that
address needs in the recruitment, real estate and trading industries. From time
to time, we also provide outsourced consulting services.

On August 5, 2008, we acquired Provisus(TM), a product that provides service
activation and provisioning technology to telecom operators, from Provisus Ltd.
Prior to our acquisition of Provisus(TM), we were licensed to sell the product.
Version 1.0 of Provisus(TM) has been developed and we are now in the process of
developing enhancements to Provisus(TM) in a new version that will be at par
with 3G and 4G compatible technologies. We expect to launch version 2.0 of
Provisus(TM) in 2009.

Provisus(TM) is expected to be tested by one of the world's leading mobile
(3G/GSM) operators. If the testing of the product is successful, we believe that
the operator will sublicense the product and that Provisus(TM) will be
attractive to other telecommunications providers. Provisus(TM) has worldwide
application for both fixed and mobile telecommunications. However, even if
Provisus(TM) is successfully tested, it will take at least six to nine months
before Averox derives any significant license fees from this product.

By moving away from providing turnkey telecom engineering projects, Averox is
also focusing on systems integration. Rather than acting as turnkey solution
provider over an entire project, as a systems integrator, Averox will act as a
subcontractor to the turnkey solution provider. Systems integration work does
not involve the same expenses as full telecom engineering. Averox's costs will
consist solely of travel and labor thereby significantly reducing the capital
outlays required for undertaking a project.

RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2009 AND 2008.

      The following table presents the statement of operations for the three
month period ended March 31, 2009 as compared to the comparable period ended
March 31, 2008. The discussion following the table is based on these results.


                                       2
<PAGE>

                                                           2009          2008
                                                        ---------     ---------
       Net Revenue                                      $ 216,138     $ 120,855
       Cost of revenue                                     59,450       210,986
                                                        ---------     ---------
                    Gross profit                          156,688       (90,130)

       General and administrative expenses                218,554       239,047
       Amortization on intangible                          50,000            --
                                                        ---------     ---------

                    Income from operations               (111,866)     (329,178)
                                                        ---------     ---------

       Other (Income) Expense
                    Interest income                       (43,736)         (344)
                    Other income (expense)                 11,620            --
                    Interest expense                        3,646           852
                    Currency exchange (gains) losses       (2,183)          (21)
                    (Gain) loss on disposal of asset          (40)            1
                                                        ---------     ---------
                    Total Other Income                    (30,693)          487
                                                        ---------     ---------

                    Income before income taxes            (81,173)     (329,665)

       Provision for income taxes                        (123,207)       (1,810)
                                                        ---------     ---------
       Net income                                       $  42,034     $(327,855)
                                                        ---------     ---------

Net revenue

Net revenue for the three month period ended March 31, 2009 totaled $216,138
compared to $120,855 for the three month period ended March 31, 2008, an
increase of $95,283 or approximately 79%. The increase is primarily due to an
increase in income from information services to one telecommunications client
amounting to $157,728.

Cost of revenue

Cost of revenue for the three month period ended March 31, 2009 totaled $59,450
or approximately 28% of net revenue compared to $210,986, or 175% of net revenue
for the three month period ended March 31, 2008, a decrease of $151,536, or
approximately 72%. The decrease in the dollar amount was due to a decrease in
direct cost of services of approximately $144,000. During the quarter ended
March 31, 2008 our cost of revenue included costs associated with phase
completion on civil works and technical implementation which has a low profit
margin as compared to our revenue during the quarter ended March 31, 2009 which
was more service and commission oriented with a lower cost of revenue and higher
profit margin. This also accounts for the decrease of our cost of revenue as
compared to revenue from 175% to 28%.

Operating expense

General and administrative expenses for the three month period ended March 31,
2009 totaled $218,554, or approximately 101% of net revenue compared to
$239,047, or approximately 198% of net revenue for the three month period ended
March 31, 2008, a decrease of $20,493 or approximately 9%. The decrease in
general and administrative costs during the three month period ended March 31,
2009 was primarily due to reduction in our general & administrative expenses in
our Dubai and Pakistan staff. In addition, we also closed our offices in Dubai
and moved our office in Pakistan to reduce our rent expense. By closing our
office in Dubai, we also managed to reduce some additional administrative and
marketing costs.

Loss from operations

Loss from operations for the three month period ended March 31, 2009 totaled
$111,865, or approximately 52% of net revenue, compared to loss from operations
of $329,178, or approximately 272% of net revenue for the three month period
ended March 31, 2008, a decrease in loss from operations of $217,313 or
approximately 66%. The decrease in loss from operations was primarily due to the
reasons stated above.


                                       3
<PAGE>

Other expenses (income)

Other income for the three month period ended March 31, 2009 totaled ($30,693)
compared to other expenses of $487 for the three month period ended March 31,
2008, an increase in other income of $31,180, or approximately 6,402%. The
increase in other income has to do primarily with the increase in interest
income from $344 to $43,736.

Net Income (loss)

Net income for the three month period ended March 31, 2009 totaled $42,034
compared to a net loss of ($327,855) for the three month period ended March 31,
2008, an increase in net income of $369,889 or approximately 123%. The increase
in net income was primarily due to reasons described above.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 2009 AND 2008

      The following table presents the statement of operations for the nine
months ended March 31, 2009 as compared to the comparable period of the nine
months ended March 31, 2008. The discussion following the table is based on
these results.

                                                       2009            2008
                                                    -----------     -----------
   Net Revenue                                      $   636,396     $   460,662
   Cost of sales                                        273,777         685,601
                                                    -----------     -----------
                Gross profit                            362,619        (224,938)

   General and administrative expenses                  525,528       1,370,566
   Amortization of intangible                           130,108              --
                                                    -----------     -----------

                Income from operations                 (293,017)     (1,595,505)
                                                    -----------     -----------

   Other (Income) Expense
                Interest income                         (43,745)         (4,017)
                Other income                           (219,587)             --
                Interest expense                          4,383           3,675
                Currency exchange (gains) losses        (11,260)             90
                (Gain) loss on disposal of asset          4,730            (101)
                                                    -----------     -----------
                Total Other Income                     (265,479)           (354)
                                                    -----------     -----------

                Income before income taxes              (27,538)     (1,595,151)

   Provision for income taxes                            14,529        (106,812)
                                                    -----------     -----------
   Net income                                       $   (42,067)    $(1,488,339)
                                                    -----------     -----------

Net sales

      Net revenue for the nine months ended March 31, 2009 totaled $636,396
compared to $460,662 for the nine months ended March 31, 2008, an increase of
$175,734 or approximately 38%. The increase in revenue was due to increase in
income from information technology services to a client in the
telecommunications sector which was not part of our clientele portfolio in the
corresponding period of nine months ended March 31, 2008.


                                       4
<PAGE>

Cost of Sales

Cost of sales for the nine months ended March 31, 2009 totaled $273,777, or
approximately 43% of net revenue compared to $685,601, or approximately 149% of
net revenue for the nine months ended March 31, 2008, a decrease of $411,824, or
approximately 60%. The decrease in percentage cost of sales for the nine months
ended March 31, 2009 was attributed mainly to a decrease in the direct cost of
telecom equipment and services. During the nine months ended March 31, 2008 our
cost of revenue included costs associated with phase completion on civil works,
tower erections and technical implementation which has a low profit margin as
compared to our revenue during the nine months ended March 31, 2008 which was
more service and commission oriented with a lower cost of revenue and higher
profit margin. This impacted in significant decrease on our cost of sales.

Operating Expense

General and administrative expenses for the nine months ended March 31, 2009
totaled $525,528, or approximately 83% of net revenue compared to $1,370,566, or
approximately 298% of net revenue, for the nine months ended March 31, 2008, a
decrease of $845,083 or approximately 62%. The decrease in general and
administrative costs during the nine months ended March 31, 2009 was primarily
due to reduction in our general & administrative expenses in our Dubai and
Pakistan staff. In addition, we also closed our offices in Dubai and moved our
office in Pakistan to reduce our rent expense. By closing our office in Dubai,
we also managed to reduce some additional administrative and marketing costs.

Loss from Operations

Loss from operations for the nine months ended March 31, 2009 totaled $293,016,
or approximately 46% of net revenue, compared to a loss from operations of
$1,595,505, or approximately 346% for the nine months ended March 31, 2008, a
decrease of $1,302,489 or approximately 82%. The decrease was primarily due to
decrease in our office and administrative headcount by closing our office in
Dubai and reducing our workforce by a significant margin as compared to nine
months ended March 31, 2008. In addition, our bad debts were also reduced
significantly by focusing and emphasizing on timely collection of past due
receivables.

Other income

Other income for the nine months ended March 31, 2009 totaled $265,479 compared
to other income of $354 for the nine months March 31, 2008, an increase in other
income of $265,125, or approximately 74,894%. The increase in other income has
to do primarily with the collection of bad debt for approximately $220,000 but
also due to the increase in interest income from $4,017 to $43,745.

Net Loss

Net loss for the nine months ended March 31, 2009 totaled $42,067 compared to
net loss of $1,488,340 for the nine months ended March 31, 2008, a decrease of
$1,446,273, or approximately 97%. The decrease in net loss was primarily due to
reasons described above.

LIQUIDITY AND CAPITAL RESOURCES

Our primary source of liquidity as of March 31, 2009 is our cash on hand and
accounts receivable. Net cash used in operations for the nine months ended March
31, 2009 was $9,656 as compared to net cash used in operations of $1,444,097
during the same period in 2008. Our cash and cash equivalents were $317,376 and
$16,520 as of March 31, 2009 and June 30, 2008, respectively. Our current assets
totaled $838,942 and $405,420 as of March 31, 2009 and June 30, 2008,
respectively. Our current liabilities were $1,577,590 and $577,066 as of March
31, 2009 and June 30, 2008, respectively. Working capital was ($738,648) and
($171,646) as of March 31, 2009 and June 30, 2008, respectively.

Net cash used in investing activities totaled ($14,239) for the nine months
ended March 31, 2009, compared to net cash used in investing activities of
($64,160) for the same period ended March 31, 2008.

Net cash provided by financing activities totaled $471,315 for the nine months
ended March 31, 2009, compared to $774,573 for the same period ended March 31,
2008. The net cash change was $300,856 and ($672,350) for the nine months ended
March 31, 2009 and 2008, respectively.

We will continue to evaluate alternative sources of capital to meet our growth
requirements, including other asset or debt financing, issuing equity securities
and entering into other financing arrangements. There can be no assurance,
however, that any of the contemplated financing arrangements described herein
will be available and, if available, can be obtained on terms favorable to us.


                                       5
<PAGE>

We do not currently have significant cash reserves. Our ability to fund our
operations is dependent at the present time on collections of our accounts
receivable. We have experienced difficulties in the recent past with collecting
on our receivables. The failure of our customers to timely pay accounts
receivable could force us to curtail our operations. Accordingly, our auditors
have qualified their report on our financials statements for the year ended June
30, 2008 by expressing substantial doubt about our ability to continue as a
going concern.

Working Capital Requirements

Historically operations and short term financing have been sufficient to meet
our cash needs. We believe that we will be able to generate revenues from sales
and raise capital through private placement offerings of its equity securities
to provide the necessary cash flow to meet anticipated working capital
requirements. However, our actual working capital needs for the long and short
term will depend upon numerous factors, including operating results,
competition, and the availability of credit facilities, none of which can be
predicted with certainty. Future expansion will be limited by the availability
of financing products and raising capital.


                                       6
<PAGE>

Risk Factors

Owning our shares contains a number of risks. If any of the following risks
actually occur, our business, financial condition or results of operations would
likely suffer. In that case, the trading price of our shares could decline, and
an investor may lose all or a part of the money paid to buy our shares.

Risks Associated with our Financial Needs

Our lack of cash reserves and liquid assets could result in an interruption of
our business and has led our auditors to express doubt about our ability to
continue as a going concern

We do not currently have significant cash reserves. Our ability to fund our
operations is dependent at the present time on collections of our accounts
receivable. We have experienced difficulties in the recent past with collecting
on our receivables. The failure of our customers to timely pay accounts
receivable could force us to curtail our operations. Accordingly, our auditors
have qualified their report on our financials statements for the year ended June
30, 2008 by expressing substantial doubt about our ability to continue as a
going concern.

Our lack of readily available working capital has impacted our ability to
execute our business plan

Large, revenue generating engineering projects have been a core part of our
business and require significant upfront investment. We have been successful in
securing large engineering projects from multi-national companies such as Nokia,
Siemens, Ericsson, Huawei, Warid Telecom and China Mobile. However, our working
capital has not been sufficient to fulfill the requirements of these large
projects. As a result, we have had to curtail these activities. Although we have
been able to secure systems integration work from some of these customers, our
inability to provide the full range of services contemplated by these
engineering projects has had, and will continue to have, an adverse effect on
our revenues and profitability.

Political instability in Pakistan has had a material adverse effect on demand
for our services and products

There is significant instability in Pakistan. Certain recent events have damaged
the image of Pakistan internationally. As a result, Pakistan's credit rating has
been down graded by international ratings agencies. This has also lead to
shortage of capital in Pakistan. Each of these factors has had a direct impact
on new telecommunications infrastructure products being undertaken.

The fact that a substantial portion of our business is centered in Pakistan has
negatively impacted on our financing efforts

The negative perception of Pakistan in the western world, particularly in the
United States and western Europe, has made it more difficult for us to secure
new financing. This negative perception may impair our ability to obtain funding
for our business.

The settlement of the purchase price for our acquisition of Provisus(TM)
software could result in significant additional dilution of our equity

On August 5, 2008, we acquired Provisus(TM) software and certain related
intellectual property. We have the option to pay $1,000,000 of the purchase
price in cash or in shares of our stock valued at $5,000,000. In the event that
we do not have sufficient cash to pay the purchase price, we will be forced to
pay the balance in shares of our stock. The number of shares we may be required
to issue will not be known until August 5, 2009.

At the current market price of $0.03 per share, we would issue approximately
166,666,667 shares, or 62.4% of our stock on a fully diluted basis. If our stock
price were below $0.03 per share, the dilution of our stock would be more
significant.


                                       7
<PAGE>

Specific Risks Associated with our Network Services Business

The success of our network services business is dependent on growth in the
deployment of telecommunications networks and new technology upgrades in the
Middle East, Eastern Europe and Asia and, to the extent that such growth slows,
our business may be harmed

Telecommunications carriers are constantly re-evaluating their network
deployment plans in response to trends in the telecommunications markets,
changing perceptions regarding industry growth, the adoption of new
technologies, increasing pricing competition for customers and general economic
conditions. If the rate of network deployment slows and carriers reduce their
capital investments in telecommunications 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 telecommunications networks
and the demand for our services. Telecommunications service providers face
significant challenges in assessing consumer demand and in accepting 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.

Our network services business depends on telecommunications carriers, network
equipment vendors and other prospective customers outsourcing their
telecommunications services

The success of our network engineering business depends upon the continued trend
by telecommunications carriers and network equipment vendors to outsource their
network design, deployment and management needs. If this trend does not continue
and telecommunications carriers and network equipment vendors elect to perform
more network deployment services themselves, our operating results and revenues
may decline.

Failure to properly manage network services projects may result in costs or
claims

Our engagements often involve large scale, highly complex projects. The quality
of our performance on such projects depends in large part upon our ability to
manage the relationship with our customers, and to effectively manage the
project and deploy appropriate resources, including third-party contractors, and
our own personnel, in a timely manner. Any defects or errors or failure to meet
clients' expectations could result in claims for substantial damages against us.
In addition, in certain instances, we guarantee customers that we will complete
a project by a scheduled date or that the network will achieve certain
performance standards and our contracts contain liquidated damages provisions if
we fail to do so. Further, if the project experiences a performance problem, we
may not be able to recover the additional costs we incur, which could exceed the
revenues realized from that project. Finally, if we underestimate the resources
or time we need to complete a project with capped or fixed fees, our operating
results could be seriously harmed.

Changes in the price of Raw Materials, such as Steel, can have a large impact on
our profitability

Our results of operations are impacted by the cost of raw materials. Price
increases in raw material may not be able to be passed along to customers or
customers may chose not to move forward with projects due to cost concerns.
Steel is a principal raw material used in our network services business.
Pakistan, for example, has recently experienced a steel shortage, which is
largely imported, and the price has also risen significantly. The combination of
steel shortages and price increases has caused delays in some projects and may
have impacted our customers determination to pursue projects. This resulted in
decreased revenues in the most recent fiscal period.

We are in highly competitive markets, face competition from large,
well-established competitors with significant resources, and may not be able to
compete effectively

The telecommunications services market is highly competitive. It is not
dominated by a single company or a small number of companies. However, a
substantial number of companies offer services that overlap and are competitive
with those offered by us. Many of these competitors have greater financial,
technical and marketing resources. This may place us at a disadvantage in
responding to our competitors' pricing strategies, technological advances,
strategic partnerships and other initiatives. Competition in the
telecommunications network services business comes primarily from specialized
network engineering firms and the service arms of large equipment vendors and
telecommunications carriers. In addition, many of our competitors have
well-established relationships with our potential clients and have extensive
knowledge of our industry. As a result, our competitors may be able to respond
more quickly to new or emerging technologies and changes in customer
requirements, and they may be able to devote more resources to the development,
promotion and sale of their services than we can.


                                       8
<PAGE>

Our business will suffer if we fail to anticipate and develop new services and
enhance existing services in order to keep pace with rapid changes in technology
and the industry on which we focus

The market for our services is characterized by rapid change and technological
improvements, evolving industry standards, changing client preferences and new
product and service introductions. Failure to anticipate these advances or
respond in a timely and cost-effective way to these technological developments
will 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
revenues from serving telecommunications providers with systems that utilize
today's leading technologies and that are capable of adapting to future
technologies. Further, products, services or technologies that are developed by
our competitors may render our services non-competitive or obsolete. 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.

Risks related to our IT business

Because we have decided to focus on developing proprietary software products and
sublicensing the Provisus(TM) product rather than licensing products from
established developers, we cannot be assured that these products will receive
market acceptance

In the past, we relied on established software products that we licensed from
third parties. We paid significant licensing fees to the developers of these
products for their use. In order to reduce these costs and maximize revenues and
profits, we decided to develop our own products in addition to the Provisus(TM)
product which we acquired from Provisus. However, the process of developing
products is time consuming and costly. Moreover, even if these products can be
successfully developed, there can be no assurance that these products will gain
market acceptance.

Our products are complex and have a lengthy implementation process;
unanticipated difficulties or delays in the customer acceptance process could
result in higher costs and delayed payments

Implementing our IT solutions can be a relatively complex and lengthy process
since we typically customize these solutions for each customer's unique
environment. Often our customers may also require rapid deployment of our
software solutions, resulting in pressure on us to meet demanding delivery and
implementation schedules. Delays in implementation may result in customer
dissatisfaction and/or damage our reputation which could materially harm our
business.

The majority of our existing contracts provide for acceptance testing by the
customer, which can be a lengthy process. Unanticipated difficulties or delays
in the customer acceptance process could result in higher costs, delayed
payments, and deferral of revenue recognition. In addition, if our software
contains defects or we otherwise fail to satisfy acceptance criteria within
prescribed times, the customer may be entitled to cancel its contract and
receive a refund of all or a portion of amounts paid or other amounts as
damages, which could exceed related contract revenue and which could result in a
future charge to earnings. Any failure or delay in achieving final acceptance of
our software and services could harm our business, financial condition, results
of operations and cash flows.

The IT industry in which we compete is subject to rapid technological change, if
we fail to develop or introduce new, reliable and competitive products in a
timely fashion, our business may suffer

The market for our IT products and services is subject to rapid technological
changes, evolving industry standards, changes in customer requirements and
preferences and frequent new product introductions and enhancements. The
introduction of products that incorporate new technologies and the emergence of
new industry standards can make existing products obsolete and unmarketable. In
addition, "internationalizing" products that we have developed for customers
abroad is a complex process. To compete successfully, we must continue to
design, develop and sell enhancements to existing products and new products that
provide higher levels of performance and reliability in a timely manner, take
advantage of technological advancements and changes in industry standards and
respond to new customer requirements. As a result of the complexities inherent
in software development, major new product enhancements and new products can
require long development and testing periods before they are commercially
released and delays in planned delivery dates may occur. We may not be able to
successfully identify new product opportunities or achieve market acceptance of
new products brought to market. In addition, products developed by others may
cause our products to become obsolete or noncompetitive. If we fail to
anticipate or respond adequately to changes in technology and customer
preferences, or if our products do not perform satisfactorily, or if we have
delays in product development, we may lose customers and our sales may
deteriorate.


                                       9
<PAGE>

The IT industry is highly competitive and if our products do not satisfy
customer demand for performance or price, our customers could purchase products
and services from our competitors

The IT markets in which we operate are intensely competitive and we face
continuous demand for improved product performance, new product features and
reduced prices, as well as intense pressure to accelerate the release of new
products and product enhancements. The market for software solutions is
extremely large. Our existing and potential competitors include many domestic
and international companies, including some competitors that have substantially
greater financial, manufacturing, technological, marketing, distribution and
other resources, larger installed customer bases and longer-standing
relationships with customers than we do.

Customers also may offer competitive products or services in the future since
customers who have purchased solutions from us are not precluded from competing
with us. Many telecommunications companies have large internal development
organizations, which develop software solutions and provide services similar to
the products and services we provide. We also expect competition may increase in
the future from application service providers, existing competitors and from
other companies that may enter our existing or future markets with solutions
which may be less costly, provide higher performance or additional features or
be introduced earlier than our solutions.

We believe that our ability to compete successfully depends on numerous factors.
For example, the following factors affect our ability to compete successfully:

o     how well we respond to our customers' needs;
o     the quality and reliability of our products and services and our
      competitors' products and services;
o     the price for our products and services, as well as the price for our
      competitors' products and services;
o     how well we manage our projects;
o     our technical expertise;
o     the quality of our customer service and support;
o     the emergence of new industry standards;
o     the development of technical innovations;
o     our ability to attract and retain qualified personnel;
o     regulatory changes; and
o     general market and economic conditions.

Some of these factors are within our control, and others are not. A variety of
potential actions by our competitors, including a reduction of product prices or
increased promotion, announcement or accelerated introduction of new or enhanced
products, or cooperative relationships among competitors and their strategic
partners, could negatively impact the sales of our products and we may have to
reduce the prices we charge for our products. Revenue and operating margins may
consequently decline. We may not be able to compete successfully with existing
or new competitors or to properly identify and address the demands of new
markets. This is particularly true in new markets where standards are not yet
established. Our failure to adapt to emerging market demands, respond to
regulatory and technological changes or compete successfully with existing and
new competitors would materially harm our business, financial condition, results
of operations and cash flows.

Our products are complex and may have errors that are not detected until
deployment, and litigation related to warranty and product liability claims
could be expensive and could negatively affect our reputation and profitability

Our agreements with our customers typically contain provisions designed to limit
our exposure to potential liability for damages arising out of the use of or
defects in our products. These limitations, however, tend to vary from customer
to customer and it is possible that these limitations of liability provisions
may not be effective. We currently do not maintain errors and omissions
insurance, which, subject to customary exclusions, would cover claims resulting
from the failure of our software products or services to perform the function or
to serve the purpose intended. As a result, we would be required to pay the full
amount of any claim. Further, defending such a suit, regardless of its merits,
could be expensive and require the time and attention of key management
personnel, either of which could materially harm our business, financial
condition and results of operations. In addition, our business reputation could
be harmed by product liability claims, regardless of their merit or the eventual
outcome of these claims.


                                       10
<PAGE>

General Risks Associated with our Business

We are controlled by Salman Mahmood and this control could be detrimental to our
shareholders

Mr. Mahmood beneficially owns 65% of our common stock. Accordingly, Mr. Mahmood
has the ability to control us and our affairs, including the outcome of all
matters requiring shareholder approval such as the election and removal of our
entire board of directors, and any merger, consolidation or sale of all or
substantially all of our assets. This concentrated control gives Mr. Mahmood the
right to decide whether we should proceed with any action, even if those actions
might be beneficial to all shareholders and could discourage others from
initiating any potential merger, takeover or other change of control
transaction. As a result, the market price of our shares could be adversely
affected.

Our failure to attract and retain key managerial and technical personnel could
adversely affect our business

Our success depends upon our attracting and retaining key members of our
management team. The loss of any of our key members might delay or prevent the
achievement of our strategic objectives. Our future performance will be
substantially dependent on our ability to attract, retain and motivate key
members of our management team.

We must also continue to hire and retain highly skilled engineering and
managerial personnel. In an effort to manage our costs, we typically hire many
of our employees on a project-by-project basis. Upon completion of an assigned
project, the employees are no longer employed by us until we hire them for the
next project. Competition for such highly skilled personnel in our industry is
intense, especially for engineers and project managers. We cannot be certain
that we will be able to hire or rehire the requisite number of experienced and
skilled personnel when necessary in order to service a major contract,
particularly if the market for related personnel becomes more competitive. Also,
once a new technical and sales employee has been hired, a significant time lag
exists between the hiring date and the time when they become fully productive.
We also believe that our success depends to a significant extent on the ability
of our key personnel to operate effectively, both individually and as a group.
If we are unable to identify, hire and integrate new employees in a timely and
cost-efficient manner, our operating results will suffer.

We may need additional capital in the future to fund the growth of our business,
and this new capital may not be available

We currently anticipate that our available capital resources and operating
income will be sufficient to meet our expected working capital and capital
expenditure requirements for at least the next 12 months. However, we cannot
assure you that such resources will be sufficient to fund the long-term growth
of our business. We may raise additional funds through public or private debt or
equity financings. New equity offerings would likely dilute our stockholders'
equity ownership. In addition, we cannot assure you that any additional
financing we may need will be available on terms favorable to us, or at all. If
adequate funds are not available or are not available on acceptable terms, we
may not be able to take advantage of unanticipated opportunities, develop new
products or otherwise respond to competitive pressures, or we might be forced to
curtail our business. In any such case, our business, operating results or
financial condition would be materially adversely affected.

Potential future business acquisitions could be difficult to integrate, disrupt
our business, dilute stockholder value and adversely affect our operating
results

We regularly evaluate opportunities to acquire new businesses as part of our
ongoing strategy. If we successfully complete an acquisition, we will have to
integrate it into our operations. Integration may require significant management
time and financial resources. Our failure to properly integrate the businesses
we acquire and to manage future acquisitions successfully could seriously harm
our operating results. In addition, acquired companies may not perform as well
as we expect, and we may fail to realize anticipated benefits. In connection
with an acquisition, we may issue shares of stock that would dilute our current
stockholders' ownership and incur debt and other costs in connection with future
acquisitions which may cause our quarterly operating results to vary
significantly.


                                       11
<PAGE>

Litigation may harm our business or otherwise distract our management

Substantial, complex or extended litigation could cause us to incur large
expenditures and distract our management. Disputes from time to time with
customers or other third parties are not uncommon, and we cannot assure you that
that we will always be able to resolve such disputes on terms favorable to us.

Disclosure of trade secrets could aid our competitors

We do not currently attempt to protect our trade secrets by registering for
trademark, trade name, copyright or patent protection in any jurisdiction.
Rather, we attempt to protect our trade secrets by entering into confidentiality
and intellectual property assignment agreements with third parties, our
employees and consultants. However, these agreements can be breached and, if
they are, there may not be an adequate remedy available to us. In addition,
others may independently discover our trade secrets and information, and in such
cases we might not be able to assert any trade secret rights against such party.
The misappropriation or duplication of our intellectual property could disrupt
our ongoing business, distract our management and employees, reduce our revenues
and increase our expenses. We may need to litigate to enforce our intellectual
property rights or to determine the validity and scope of the rights of others.
Enforcing a claim that a party illegally obtained and is using our trade secrets
is difficult, expensive and time consuming, and the outcome is unpredictable. If
our trade secrets become known it may affect adversely our competitive position.

The laws of Pakistan do not protect intellectual property rights to the same
extent as those of the United States, and we may be unsuccessful in protecting
our intellectual property rights. We may also be subject to third party claims
of intellectual property infringement

The laws of Pakistan, where most of our operations are conducted, do not protect
proprietary rights to the same extent as laws in the United States. Therefore,
our efforts to protect our intellectual property may not be adequate. Our
competitors may independently develop similar technology or duplicate our
products or services. Unauthorized parties may infringe upon or misappropriate
our products, services or proprietary information.

In the event that we are infringing upon the proprietary rights of others or
violating licenses, we may become subject to infringement claims that may
prevent us from selling certain products and we may incur significant expenses
in resolving these claims

It is possible that our business activities may infringe upon the proprietary
rights of others, or that other parties may assert infringement claims against
us. If we become liable to any third party for infringing its intellectual
property rights, we could be required to pay substantial damage awards and
develop non-infringing technology, obtain licenses, or cease selling the
applications that contain the infringing intellectual property. Litigation is
subject to inherent uncertainties, and any outcome unfavorable to us could
materially harm our business. Furthermore, we could incur substantial costs in
defending against any intellectual property litigation, and these costs could
increase significantly if any dispute were to go to trial. Our defense of any
litigation, regardless of the merits of the complaint, likely would be
time-consuming, costly, and a distraction to our management personnel. Adverse
publicity related to any intellectual property litigation also could harm the
sale of our products and services, and damage our competitive position.

We have never paid cash dividends and do not anticipate paying cash dividends on
our common stock in the foreseeable future

We have never paid cash dividends on our common stock. We currently intend to
retain all future earnings, if any, for use in the operation of our business.
Accordingly, we do not anticipate paying cash dividends on our common stock in
the foreseeable future.

The economic environment and pricing pressure could negatively impact our
revenues and operating results

Spending on technology products and services in most parts of the world has been
rising for the past few years. If economic growth slows, our utilization and
billing rates for our technology professionals could be adversely affected,
which may result in lower gross and operating profits. Our ability to maintain
or increase pricing is restricted as clients often expect that as we do more
business with them, they will receive volume discounts or special pricing
incentives. Existing and new customers are also increasingly using third-party
consultants with broad market knowledge to assist them in negotiating
contractual terms. Any of these factors could put pressure on our revenues and
profitability.


                                       12
<PAGE>

We may face difficulties in providing end-to-end business solutions for our
clients, which could lead to clients discontinuing their work with us, which in
turn could harm our business

Over the past several years, we have been expanding the nature and scope of our
engagements by extending the breadth of services we offer. The success of some
of our newer service offerings, such as operations and business process
consulting, IT consulting, business process management, systems integration and
infrastructure management, depends, in part, upon continued demand for such
services by our existing and new clients and our ability to meet this demand in
a cost-competitive and effective manner. In addition, our ability to effectively
offer a wider breadth of end-to-end business solutions depends on our ability to
attract existing or new clients to these service offerings. To obtain
engagements for our end-to-end solutions, we also are more likely to compete
with large, well-established international consulting firms as well as other
Pakistan-based technology services companies, resulting in increased competition
and marketing costs. Accordingly, our new service offerings may not effectively
meet client needs and we may be unable to attract existing and new clients to
these service offerings.

The increased breadth of our service offerings may result in larger and more
complex client projects. This will require us to establish closer relationships
with our clients and potentially with other technology service providers and
vendors, and require a more thorough understanding of our clients' operations.
Our ability to establish these relationships will depend on a number of factors
including the proficiency of our technology professionals and our management
personnel.

Larger projects often involve multiple components, engagements or stages, and a
client may choose not to retain us for additional stages or may cancel or delay
additional planned engagements. These terminations, cancellations or delays may
result from the business or financial condition of our clients or the economy
generally, as opposed to factors related to the quality of our services.
Cancellations or delays make it difficult to plan for project resource
requirements, and resource planning inaccuracies may have a negative impact on
our profitability.

Our revenues are highly dependent on clients primarily located in Pakistan as
well as clients concentrated in the telecommunications industry, and economic
slowdowns or factors that affect the economic health of Pakistan and the
telecommunications industry may affect our business

If Pakistan's economy weakens, our clients may reduce or postpone their
technology spending significantly, which may, in turn, lower the demand for our
services and negatively affect our revenues and profitability. Further, any
significant decrease in the growth of the telecommunications services industry
or significant consolidation in the telecommunications industry or decrease in
growth or consolidation in other industry segments on which we focus, may reduce
the demand for our services and negatively affect our revenues and
profitability.

Some of our engagements with customers are singular in nature and do not
necessarily provide for subsequent engagements

Some of our customers retain us on a short-term, engagement-by-engagement basis
in connection with specific projects, rather than on a recurring basis under
long-term contracts. Although a substantial majority of our revenues are
generated from repeat business, which we define as revenue from a client who
also contributed to our revenue during the prior fiscal year, our engagements
with our clients are typically for projects that are singular in nature.
Therefore, our revenues may fluctuate significantly from year to year. As a
result, we must seek out new engagements when our current engagements are
successfully completed or are terminated, and we are constantly seeking to
expand our business with existing clients and secure new clients for our
services. In addition, in order to continue expanding our business, we may need
to significantly expand our sales and marketing group, which would increase our
expenses and may not necessarily result in a substantial increase in business.
If we are unable to generate a substantial number of new engagements for
projects on a continual basis, our business and results of operations would
likely be adversely affected.

Our client contracts are often conditioned upon our performance, which, if
unsatisfactory, could result in less revenue than previously anticipated

A number of our contracts have incentive-based or other pricing terms that
condition some or all of our fees on our ability to meet defined performance
goals or service levels. Our failure to meet these goals or a client's
expectations in such performance-based contracts may result in a less profitable
or an unprofitable engagement.


                                       13
<PAGE>

Regional conflicts in South Asia could adversely affect the Pakistan economy,
disrupt our operations and cause our business to suffer

South Asia has, from time to time, experienced instances of civil unrest and
hostilities among neighboring countries, including between Pakistan and India.
In recent years there have been military confrontations between Pakistan and
India that have occurred in the region of Kashmir and along the Pakistan-India
border. Military activity or terrorist attacks in the future could influence the
Pakistan economy by disrupting communications and making travel more difficult
and such political tensions could create a greater perception that investments
in Pakistan companies involve higher degrees of risk. This, in turn, could have
a material adverse effect on the market for our shares.

Changes in the policies of the Government of Pakistan or political instability
could delay the further liberalization of the Pakistan economy and adversely
affect economic conditions in Pakistan generally, which could impact our
business and prospects

Since 1988, successive Pakistan governments have pursued policies of economic
liberalization, including significantly relaxing restrictions on the private
sector. Nevertheless, the role of the Pakistan central and state governments in
the Pakistan economy as producers, consumers and regulators has remained
significant. The Government of Pakistan announced policies and initiatives that
support the continued economic liberalization policies pursued by previous
governments. However, these liberalization policies may not continue in the
future. The rate of economic liberalization could change, and specific laws and
policies affecting technology companies, foreign investment, currency exchange
and other matters affecting investment in our securities could change as well. A
significant change in Pakistan's economic liberalization and deregulation
policies could adversely affect business and economic conditions in Pakistan
generally, and our business in particular.

International uncertainties could harm our profitability

We currently have operations outside of Pakistan and we expect these operations
to grow in other parts of Asia, the Middle East and Eastern Europe. For the year
ended June 30, 2008 and for the nine months ended March 31, 2009, international
operations outside of Pakistan, accounted for approximately 24% and 79% of our
total revenues, respectively. Our international business operations are subject
to a number of material risks, including, but not limited to:

o     difficulties in building and managing foreign operations including,
      without limitation, management and contracts administration processes;
o     regulatory uncertainties in foreign countries, including changing
      regulations and delays in telecommunications carriers to build out their
      networks in various locations;
o     difficulties in enforcing agreements and collecting receivables through
      foreign legal systems and addressing other legal issues;
o     unexpected restrictions on transferring cash from foreign operations to
      the United Arab Emirates, Pakistan or the United States;
o     longer payment cycles;
o     foreign and U.S. tax issues;
o     potential instability or changes in regulatory requirements or the
      potential overthrowing of the current government in certain foreign
      countries;
o     fluctuations in the value of foreign currencies;
o     general economic and political conditions in the markets in which we
      operate;
o     unexpected domestic and international regulatory, economic or political
      changes;
o     recessions in foreign countries; and
o     difficulties and costs of staffing and managing foreign operations.

Currency fluctuations may affect the value of our shares

Our functional currency is the Pakistani rupee, although we transact a major
portion of our business in U.S. dollars or Euros. Accordingly, we face foreign
currency exposure through our sales and purchases. Historically, we have held a
substantial majority of our cash funds in rupees. Downward fluctuations in the
value of the Pakistani Rupee, compared to other foreign currencies, may increase
the cost of supplies for our business. Accordingly, changes in exchange rates
may have a material adverse affect on our revenues, other income, cost of
services sold, gross margin and net income, which may in turn have a negative
impact on our business, operating results and financial condition. The exchange
rate between the rupee and foreign currencies, including the dollar and the


                                       14
<PAGE>

Euro, has changed substantially in recent years and may fluctuate substantially
in the future. We expect that a majority of our revenues will continue to be
generated in foreign currencies, including the dollar and the Euro, for the
foreseeable future and that a significant portion of our expenses, including
personnel costs, as well as capital and operating expenditures, will continue to
be denominated in Pakistani rupees. Consequently, the results of our operations
are adversely affected if the rupee appreciates or depreciates against the
dollar, the Euro or other applicable foreign currencies.

Risks of owning our shares

There has been a limited market for our common stock and, therefore, it may be
difficult for our shares to be sold at attractive prices, if at all

Our shares have only recently begun to trade on a limited basis and there is no
coverage of our company by analysts or market makers. This may or may not affect
the future performance of our shares. There can be no assurance that an active
trading market for our shares will develop or that, if developed, will be
sustained. In addition, the stock market in general has experienced extreme
volatility that often has been unrelated to the operating performance of any
company. These broad market and industry fluctuations may result in the decline
of the price of our shares, regardless of our operating performance.

The market price of our shares is expected to be volatile

If a market for our shares does develop, securities of OTC Bulletin Board
companies, and of technology companies in particular, are often volatile. Other
broad market and industry factors may decrease the trading price of our shares,
regardless of our operating performance. Market fluctuations, as well as general
political and economic conditions such as a recession or interest rate or
currency rate fluctuations, also may decrease the trading price of our shares.
In addition, our stock price could be subject to wide fluctuations in response
to many other factors, including:

o     fluctuations in our financial results;
o     our actions, and the actions of our customers and competitors, including
      announcements of new products, product enhancements, technological
      innovations or new services;
o     other factors affecting the telecommunications and information technology
      industries in general;
o     the operating and stock price performance of other companies that
      investors may deem comparable;
o     news reports relating to trends in our markets;
o     volume of trading of our shares on the OTC Bulletin Board or other
      exchanges on which our shares may, in the future, be traded;
o     conditions or trends in the telecommunications and information technology
      industries;
o     changes in the market valuations of other technology companies;
o     announcements by us of significant acquisitions, strategic partnerships,
      joint ventures or capital commitments;
o     additions or departures of key personnel;
o     the timing and size of network deployments and technology upgrades by our
      carrier customers;
o     fluctuations in demand for outsourced network services;
o     the timing of expansion into new markets, both domestically and
      internationally;
o     the length of sales cycles; and
o     our success in bidding on and winning new business.

Future sales of our shares in the public market could negatively affect our
stock price

If our stockholders sell substantial amounts of our common stock, the market
price of our common stock could fall. As of May 12, 2009, we had 100,000,000
shares of common stock outstanding. Although 68,800,000 of our shares constitute
restricted securities under the Securities Act, the shares may be sold into the
marketplace under Rule 144. The possible sale of a significant number of these
shares may cause the market price of our shares to fall.

ITEM 3. QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities
Exchange Act of 1934 and are not required to provide information under this
item.

ITEM 4. CONTROLS AND PROCEDURES.

Not applicable.


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<PAGE>

ITEM 4T. CONTROLS AND PROCEDURES.

Averox's management, with the participation of Averox's Chief Executive Officer
and acting Chief Financial Officer, has evaluated the effectiveness of Averox's
disclosure controls and procedures (as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the
end of the period covered by this report. As previously reported in our Annual
Report on Form 10-KSB for the year ended June 30, 2008, control deficiencies
were identified that constitute a material weakness in internal control over
financial reporting. Such control deficiencies relate to insufficient personnel,
inadequate segregation of duties, and lack of familiarity with the requirements
imposed by the Exchange Act. Based upon their evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure
controls and procedures, as of June 30, 2008 were ineffective.

Management has implemented changes in the processing of transactions to
remediate the inadequate personnel related weakness previously identified.
Additionally, management identified steps at both management and the board of
directors' level to increase the effectiveness of review as it relates to the
financial reporting process. Such changes have been partially implemented during
the first three fiscal quarters of the Company's 2008-2009 fiscal year. While
management believes that the changes implemented have strengthened the overall
control over financial reporting, such changes were not sufficient to conclude
that the Company's disclosure and control procedures, as of March 31, 2009, were
effective. Accordingly, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures, as of March 31,
2009, were ineffective. Other changes will be considered as additional financial
resources become available.

(b) Changes in Internal Control Over Financial Reporting.

Our management, including our Certifying Officers, confirm that there were no
changes in our internal control over financial reporting during our quarter
ending March 31, 2009, that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.


                                       16
<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

With the exception of Averox Pakistan's litigations against Aircom MEA FZ-LL and
ATIS Systems GmbH, each of which has not yet gone to trial, we are not involved
in any legal proceedings which may have a significant affect on our business,
financial position, results of operations or liquidity, nor are we aware of any
proceedings that are pending or threatened which may have a significant affect
on our business, financial position, results of operations or liquidity.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

On May 15, 2009, Averox and Averox Telecom entered into an agreement whereby
Mahmood agreed to derive no pecuniary benefit from the operations of Averox
Telecom. The full text of the agreement is filed herewith as Exhibit 10.1 and
incorporated by reference herein.

ITEM 6. EXHIBITS

Exhibits:

      10.1+ Agreement, dated May 15, 2009, by and between Averox Inc. and Averox
            Telecommunication LLC

      31.1+ Chief Executive Officer's Certificate, pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002.

      31.2+ Chief Financial Officer's Certificate, pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002.

      32.1+ Chief Executive Officer's Certificate, pursuant to 18 U.S.C. Section
            1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
            of 2002.

      32.2+ Chief Financial Officer's Certificate, pursuant to 18 U.S.C. Section
            1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
            of 2002.

      -------------------
      + Filed herewith


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<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Company has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                                        AVEROX INC.
                                        (Registrant)

Date: May 22, 2009                      /s/ Salman Mahmood
                                        -----------------------
                                        Salman Mahmood
                                        Chief Executive Officer


Date: May 22, 2009                      /s/ Mirza Yasser Ahmad
                                        -----------------------
                                        Mirza Yasser Ahmad
                                        Chief Financial Officer


                                       18
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.     Description
-----------     -----------

10.1            Agreement, dated May 15, 2009, by and between Averox Inc. and
                Averox Telecommunication LLC
31.1            Certification of Chief Executive Officer pursuant to Section 302
                of the Sarbanes-Oxley Act of 2002.
31.2            Certification of Chief Financial Officer pursuant to Section 302
                of the Sarbanes-Oxley Act of 2002.
32.1            Certification of Chief Executive Officer pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002.
32.2            Certification of Chief Financial Officer pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002.


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