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

                                   FORM 10-QSB

                                   (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, 2008

                                       OR

             |_| TRANSITION 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)

              Suite 7, Ground Floor, Evacuee Trust Complex, F-5/1,
                      Agha Khan Road, Islamabad, Pakistan.
              ----------------------------------------------------
                    (Address of principal executive offices)

                               +92 (0) 51 2875737
                           ---------------------------
                           (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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 shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

As of May 12, 2008, there were 10,000,000 shares of Common Stock, $.004 par
value, outstanding.

Transitional Small Business Disclosure Form (check one): Yes |_| No |X|

<PAGE>

ITEM 1.

                          AVEROX INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

                                                                            PAGE
PART I.     FINANCIAL INFORMATION

   Item 1. Financial Statements ..........................................   3

             Consolidated Balance Sheets at March 31, 2008 (unaudited) and
             June 30, 2007 ...............................................   5

             Unaudited Consolidated Statements of Operations for the three
             and nine months ended March 31, 2008 and 2007 ...............   6

             Unaudited Consolidated Statements of Cash Flows for the three
             months ended March 31, 2008 and 2007 ........................   7

             Notes to Consolidated Financial Statements ..................   8

   Item 2. Management's Discussion and Analysis or Plan of Operation .....   9

   Item 3. Controls and Procedures .......................................   32

PART II.    OTHER INFORMATION ............................................   33

   Item 1. Legal Proceedings .............................................   33

   Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ...   33

   Item 3. Defaults Upon Senior Securities ...............................   33

   Item 4. Submission of Matters to a Vote of Security Holders ...........   33

   Item 5. Other Information .............................................   33

   Item 6. Exhibits ......................................................   33

   Signatures ............................................................   34

   Certifications

      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

             CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                 March 31, 2008


                                       3
<PAGE>

                          AVEROX, INC. AND SUBSIDIARIES

             CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                TABLE OF CONTENTS

Condensed Consolidated Balance Sheet as of March 31, 2008 (Unaudited)
and June 30, 2007

Unaudited Condensed Consolidated Statements of Operations

Unaudited Condensed Consolidated Statements of Cash Flow

Notes to Unaudited Condensed Consolidated Financial Statements


                                       4
<PAGE>

                          AVEROX INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                              ASSETS
                                                                          March 31, 2008      June 30, 2007
                                                                          --------------      -------------
Current Assets                                                             (Unaudited)
<S>                                                                        <C>                 <C>
      Cash and cash equivalents                                            $   103,361         $   775,712
      Accounts receivable, net                                                 232,974             607,901
      Other receivables                                                          9,760              19,200
      Deferred tax asset                                                       196,299              95,767
      Advances                                                                  58,422              22,804
      Other current assets                                                       4,138                 929
      Prepaid expenses                                                          31,376              38,999
                                                                           -----------         -----------
             Total Current Assets                                              636,331           1,561,312
                                                                           -----------         -----------
Property, Plant & Equipment, net                                               150,488             128,900
                                                                           -----------         -----------
             Total Fixed Assets                                                150,488             129,978
                                                                           -----------         -----------
Other Assets
      Intangible asset                                                           3,879               2,613
      Deposits                                                                   7,902               8,240
                                                                           -----------         -----------
             Total Other Assets                                                 11,781              10,584
                                                                           -----------         -----------
Total Assets                                                               $   798,600         $ 1,701,066
                                                                           ===========         ===========

                               LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

      Accounts payable and accrued expenses                                $   431,032         $   441,332
      Provision for income tax                                                 128,585             133,425
      Dividends payable                                                            609                 608
      Current portion of lease obligations                                      17,001              38,163
                                                                           -----------         -----------
             Total Current Liabilities                                         577,227             613,502

Lease obligation                                                                    --               7,918
                                                                           -----------         -----------
             Total Liabilities                                                 577,227             621,420
                                                                           -----------         -----------
Minority interest                                                               78,631              93,241
                                                                           -----------         -----------

Stockholder's Equity
      Common stock, $.004 par value, 25,000,000
      shares authorized, 10,000,000, issued and outstanding                     40,000              40,000
      Additional paid in capital                                             2,583,773           2,583,779
      Subscription receivable                                                 (593,829)         (1,396,521)
      Other comprehensive income                                                (4,748)            167,872
      Retained earnings                                                     (1,882,454)           (408,725)
                                                                           -----------         -----------
      Total Stockholder's Equity                                               142,742             986,405
                                                                           -----------         -----------
Total Liabilities and Stockholder's Equity                                 $   798,600         $ 1,701,066
                                                                           ===========         ===========
</TABLE>


                                       5
<PAGE>

                          AVEROX INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                  Three Months Ended                       Nine Months Ended

                                                           March 31, 2008    March 31, 2007        March 31, 2008     March 31, 2007
                                                           --------------    --------------        --------------     --------------
<S>                                                         <C>                <C>                  <C>                <C>
Net Revenue                                                 $    120,855       $    557,979         $    460,662       $  2,985,030

Cost of sales                                                    210,986             75,895              685,601            585,985
                                                            ------------       ------------         ------------       ------------
      Gross profit                                               (90,130)           482,085             (224,938)         2,399,046

Operating expenses
      General and administrative expenses                        239,047            369,665            1,370,566            542,121
                                                            ------------       ------------         ------------       ------------
Income (loss) from operations                                   (329,178)           112,419           (1,595,505)         1,856,924
                                                            ------------       ------------         ------------       ------------

Other (Income) Expense
      Interest income                                               (344)              (183)              (4,017)              (257)
      Other (income) expense                                          --               (416)                  --               (416)
      Interest expense                                               852              2,331                3,675              8,359
      Currency exchange (gains) losses                               (21)               213                   90                447
      Gain on disposal of asset                                        1                  2                 (101)            (1,025)
                                                            ------------       ------------         ------------       ------------
      Total Other (Income) Expense                                   487              1,947                 (354)             7,108
                                                            ------------       ------------         ------------       ------------

Income  (loss)  before  income  taxes and  minority
interest                                                        (329,665)           110,472           (1,595,151)         1,849,816

Provision for income taxes                                        (1,810)           144,860             (106,812)           751,257
                                                            ------------       ------------         ------------       ------------

Net income (loss) before minority interest                      (327,856)           (34,388)          (1,488,340)         1,098,559

Net income (loss) attributable to minority interest               (3,504)              (688)             (14,610)            21,971
                                                            ------------       ------------         ------------       ------------

Net income (loss)                                               (324,351)           (33,700)          (1,473,729)         1,076,588

Other Comprehensive income
           Foreign Currency Translation                          (95,419)            45,120             (172,620)            73,118
                                                            ------------       ------------         ------------       ------------

Comprehensive Income (Loss)                                 $   (419,771)      $     11,420         $ (1,646,350)      $  1,149,706
                                                            ============       ============         ============       ============

Basic & diluted net income per share                        $     (0.032)      $    (0.0034)        $     (0.147)      $      0.108
                                                            ============       ============         ============       ============

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


                                       6
<PAGE>

                          AVEROX INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE NINE MONTHS ENDED MARCH 31, 2008 AND 2007

<TABLE>
<CAPTION>
                                                                                2008          2007
                                                                            -----------   -----------
<S>                                                                         <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net income (loss)                                                     $(1,473,729)  $ 1,076,588

      Adjustments to reconcile net income (loss) to net cash
         provided by (used in) operating activities:

      Bad debts                                                                 289,638            --
      (Gain) loss on sales of fixed assets                                         (101)       (1,025)
      Depreciation                                                               36,122        30,350
      Minority interest                                                         (14,610)       21,971

      (Increase) / decrease in assets:
         Accounts receivable                                                     72,765    (1,922,036)
         Other receivables, deposits and prepaid expenses                      (358,252)        8,562

      Increase / (decrease) in liabilities:
         Accounts payable and accrued expenses                                    4,071       (84,986)
         Provision for income tax                                                    --       755,358
                                                                            -----------   -----------

      Net cash provided by (used in) operations                              (1,444,097)     (115,218)
                                                                            -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES
      Sale of property & equipment                                               17,049        11,578
      Acquisition of intangible assets                                             (545)       (8,851)
      Acquisition of property & equipment                                       (80,665)       (3,324)
                                                                            -----------   -----------
      Net cash provided by (used in) investing activities                       (64,160)         (597)
                                                                            -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES
      Proceeds from subscription receivable                                     802,693       581,361
      Issuance of shares                                                             --        68,075
      Payment on capital lease                                                  (28,121)      (40,707)
                                                                            -----------   -----------

      Net cash provided by (used in) financing activities                       774,573       608,729
                                                                            -----------   -----------

      Effect of exchange rate changes on cash and cash equivalents               61,334        (4,330)
                                                                            -----------   -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                           (672,350)      488,585

CASH AND CASH EQUIVALENTS, BEGINNING BALANCE                                    775,712        50,830
                                                                            -----------   -----------

CASH AND CASH EQUIVALENTS, ENDING BALANCE                                   $   103,361   $   539,415
                                                                            ===========   ===========

SUPPLEMENTAL DISCLOSURES:

      Cash paid during the six months for:

           Interest paid                                                    $     3,675   $     8,359
                                                                            ===========   ===========

           Income tax paid                                                  $        --   $        --
                                                                            ===========   ===========
</TABLE>


                                       7
<PAGE>

                          AVEROX, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

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 incorporated 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. When used in these notes, the terms "Company," "we," "our," or "us"
      mean Averox and its consolidated subsidiaries Averox Dubai and Averox
      Pakistan.

      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.

      Pursuant to the Exchange Agreement, Averox issued 6,500,000 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.

      On March 31, 2008, Averox Dubai transferred the shares of Averox Pakistan
      owned by it to Averox, Inc., subject only to minor regulatory approvals.
      Upon such transfer, Averox Pakistan will become a wholly-owned subsidiary
      of Averox, Inc.

      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.


                                       8
<PAGE>

                          AVEROX, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Unaudited Interim Financial Information

      The accompanying unaudited consolidated financial statements have been
      prepared by Averox pursuant to the rules and regulations of the Securities
      and Exchange Commission (the "SEC") Form 10-Q and Item 310 of Regulation
      S-B, and generally accepted accounting principles ("GAAP") for interim
      financial reporting. The information furnished herein reflects all
      adjustments (consisting of normal recurring accruals and adjustments)
      which are, in the opinion of management, necessary to fairly present the
      operating results for the respective periods. Certain information and
      footnote disclosures normally present in annual consolidated financial
      statements prepared in accordance with accounting principles generally
      accepted in the United States of America have been omitted pursuant to
      such rules and regulations. These consolidated financial statements should
      be read in conjunction with the audited consolidated financial statements
      and footnotes included in the Company's Annual Report on Form 10-KSB for
      the year ended June 30, 2007. The results of the three and nine months
      ended March 31, 2008 are not necessarily indicative of the results to be
      expected for the full year ending June 30, 2008.

      Basis of Consolidation

      The consolidated financial statements include the accounts of Averox, Inc.
      and its wholly owned subsidiary, Averox Dubai, and majority owned
      subsidiary, Averox Pakistan. All material intercompany accounts,
      transactions and profits have been eliminated in consolidation.

      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 collectibility 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.

      Advertising Costs

      The Company expenses all advertising costs as incurred. The advertising
      costs were not material for all periods presented.

      Software Development Costs

      Software development costs required to be capitalized pursuant to
      Statement of Financial Accounting Standards No. 86, "Accounting for the
      Costs of Computer Software to be Sold, Leased, or Otherwise Marketed,"
      have not been material to date. Software development costs for internal
      use required to be capitalized pursuant to Statement of Position No. 98-1,
      "Accounting for the Costs of Computer Software Developed or Obtained for
      Internal Use," have also not been material to date. The Company did not
      incur any software development costs during the nine months ended March
      31, 2008.

      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.


                                       9
<PAGE>

                          AVEROX, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Certain conditions may exist as of the date the financial statements are
      issued, which may result in a loss to the Company but which will only be
      resolved when one or more future events occur or fail to occur. The
      Company's management and legal counsel assess such contingent liabilities,
      and such assessment inherently involves an exercise of judgment. In
      assessing loss contingencies related to legal proceedings that are pending
      against the Company or unasserted claims that may result in such
      proceedings, the Company's legal counsel evaluates the perceived merits of
      any legal proceedings or unasserted claims as well as the perceived merits
      of the amount of relief sought or expected to be sought.

      If the assessment of a contingency indicates that it is probable that a
      material loss has been incurred and the amount of the liability can be
      estimated, then the estimated liability would be accrued in the Company's
      financial statements. If the assessment indicates that a potential
      material loss contingency is not probable but is reasonably possible, or
      is probable but cannot be estimated, then the nature of the contingent
      liability, together with an estimate of the range of possible loss if
      determinable and material would be disclosed.

      Loss contingencies considered to be remote by management are generally not
      disclosed unless they involve guarantees, in which case the guarantee
      would be disclosed.

      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.

      Exchange Gain (Loss)

      During the three and nine month period ended March 31, 2008, the
      transactions of Averox Pakistan were denominated in foreign currency and
      were recorded in Pakistan Rupee (PKR) at the rates of exchange in effect
      when the transactions occur. Exchange gains and losses are recognized for
      the different foreign exchange rates applied when the foreign currency
      assets and liabilities are settled.

      Translation Adjustment

      As of March 31, 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 $629,630 as of March 31, 2008.


                                       10
<PAGE>

                          AVEROX, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      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

      As of March 31, 2008 and June 30, 2007 property, plant and equipment
      consisted of the following:

                                        March 31, 2008    June 30, 2007
                                        --------------    -------------
      Furniture & Fixtures                $  38,557         $  38,767
      Office equipment                      120,999            78,996
      Motor vehicles                        105,713           112,157
                                          ---------         ---------
                                            265,268           229,920

      Accumulated depreciation             (114,780)         (101,020)
                                          ---------         ---------

      Total                               $ 150,488         $ 128,900
                                          =========         =========


      Depreciation expense was $36,122 for the nine months ended March 31, 2008,
      and $42,623 for the year ended June 30, 2007.

      Capital Leases

      Included in Property, Plant and Equipment, as of March 31, 2008, are
      $106,488 worth of assets that were purchased on capital lease
      arrangements.

      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.


                                       11
<PAGE>

                          AVEROX, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      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.

      As of March 31, 2008 and June 30, 2007, intangible assets consist of the
      software of $3,879 and $2,613, respectively.

                                        March 31, 2008    June 30, 2007
                                        --------------    -------------
      Software                            $   3,879         $   2,613
                                          ---------         ---------
                                              3,879             2,613

      Accumulated amortization                   --                --
                                          ---------         ---------
                                          $   3,879         $   2,613
                                          =========         =========


                                       12
<PAGE>

                          AVEROX, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Segment Reporting

      Statement of Financial Accounting Standards No. 131 ("SFAS 131"),
      "Disclosure About Segments of an Enterprise and Related Information,"
      requires use of the "management approach" model for segment reporting. The
      management approach model is based on the way a company's management
      organizes segments within the company for making operating decisions and
      assessing performance. Reportable segments are based on products and
      services, geography, legal structure, management structure, or any other
      manner in which management disaggregates a company. SFAS 131 has no effect
      on the Company's consolidated financial statements as the Company consists
      of one reportable business segment as of March 31, 2008.

      Recent accounting pronouncements

      In September 2006, FASB issued SFAS 157 `Fair Value Measurements'. This
      Statement defines fair value, establishes a framework for measuring fair
      value in generally accepted accounting principles ("GAAP"), and expands
      disclosures about fair value measurements. This Statement applies under
      other accounting pronouncements that require or permit fair value
      measurements, FASB having previously concluded in those accounting
      pronouncements that fair value is the relevant measurement attribute.
      Accordingly, this Statement does not require any new fair value
      measurements. However, for some entities, the application of this
      Statement will change current practice. This Statement is effective for
      financial statements issued for fiscal years beginning after November 15,
      2007, and interim periods within those fiscal years. The Company's
      management is currently evaluating the effect of this pronouncement on
      financial statements.

      In September 2006, FASB issued SFAS 158 `Employers' Accounting for Defined
      Benefit Pension and Other Postretirement Plans--an amendment of FASB
      Statements No. 87, 88, 106, and 132(R)' This Statement improves financial
      reporting by requiring an employer to recognize the over funded or under
      funded status of a defined benefit postretirement plan (other than a
      multiemployer plan) as an asset or liability in its statement of financial
      position and to recognize changes in that funded status in the year in
      which the changes occur through comprehensive income of a business entity
      or changes in unrestricted net assets of a not-for-profit organization.
      This Statement also improves financial reporting by requiring an employer
      to measure the funded status of a plan as of the date of its year-end
      statement of financial position, with limited exceptions. An employer with
      publicly traded equity securities is required to initially recognize the
      funded status of a defined benefit postretirement plan and to provide the
      required disclosures as of the end of the fiscal year ending after
      December 15, 2006. An employer without publicly traded equity securities
      is required to recognize the funded status of a defined benefit
      postretirement plan and to provide the required disclosures as of the end
      of the fiscal year ending after June 15, 2007. However, an employer
      without publicly traded equity securities is required to disclose the
      following information in the notes to financial statements for a fiscal
      year ending after December 15, 2006, but before June 16, 2007, unless it
      has applied the recognition provisions of this Statement in preparing
      those financial statements:

      a.    A brief description of the provisions of this Statement;

      b.    The date that adoption is required; and

      c.    The date the employer plans to adopt the recognition provisions of
            this Statement, if earlier.

      The requirement to measure plan assets and benefit obligations as of the
      date of the employer's fiscal year-end statement of financial position is
      effective for fiscal years ending after December 15, 2008. The Company's
      management is currently evaluating the effect of this pronouncement on
      financial statements.


                                       13
<PAGE>

                          AVEROX, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Recent accounting pronouncements (continued)

      In February 2007, FASB issued FASB Statement No. 159, The Fair Value
      Option for Financial Assets and Financial Liabilities. FAS 159 is
      effective for fiscal years beginning after November 15, 2007. Early
      adoption is permitted subject to specific requirements outlined in the new
      Statement. Therefore, calendar-year companies may be able to adopt FAS 159
      for their first quarter 2007 financial statements.

      The new Statement allows entities to choose, at specified election dates,
      to measure eligible financial assets and liabilities at fair value that
      are not otherwise required to be measured at fair value. If a company
      elects the fair value option for an eligible item, changes in that item's
      fair value in subsequent reporting periods must be recognized in current
      earnings. FAS 159 also establishes presentation and disclosure
      requirements designed to draw comparison between entities that elect
      different measurement attributes for similar assets and liabilities.

      In December 2007, FASB issued SFAS No. 160, "Noncontrolling Interests in
      Consolidated Financial Statements". This Statement amends ARB 51 to
      establish accounting and reporting standards for the noncontrolling
      (minority) interest in a subsidiary and for the deconsolidation of a
      subsidiary. It 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. SFAS No. 160 is
      effective for the Company's fiscal year beginning October 1, 2009.
      Management is currently evaluating the effect of this pronouncement on the
      Company's 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 the
      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.

Note C - SHARE EXCHANGE AGREEMENT

      On November 13, 2006, Averox consummated the transactions contemplated by
      the Exchange Agreement. Accordingly Averox acquired all of the issued and
      outstanding shares of stock of Averox Dubai in exchange for the issuance
      in the aggregate of 6,500,000 shares of common stock of Averox, which
      shares represented 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.

      As a result of the exchange agreement, the reorganization was treated as
      an acquisition by the accounting acquiree that is being accounted for as a
      recapitalization and as a reverse merger by the legal acquirer for
      accounting purposes. Pursuant to the recapitalization, all capital stock
      shares and amounts and per share data have been retroactively restated.
      Accordingly, the financial statements include the following:

      (1) The balance sheet consists of the net assets of the accounting
      acquirer at historical cost and the net assets of the legal acquirer at
      historical cost.


                                       14
<PAGE>

                          AVEROX, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

Note C - Share Exchange Agreement (continued)

      (2) The statements of operations include the operations of the accounting
      acquirer for the period presented and the operations of the legal acquirer
      from the date of the merger.

Note D- PREPAID EXPENSES

      As of March 31, 2008 and June 30, 2007, prepaid expenses were comprised of
      the following:

                                        March 31, 2008    June 30, 2007
                                        --------------    -------------
      Advance tax                         $   23,080        $      --
      Other                                    8,296           38,999
                                          ----------        ---------
      Total                               $   31,376        $  38,999
                                          ==========        =========

Note E -  INCOME TAXES

      Averox Pakistan is governed by the Income Tax Laws of Pakistan. Pursuant
      to the Central Board of Revenue Government of Pakistan, Averox Pakistan is
      subject to a tax rate of 35%. Income taxes are recognized for the amount
      of taxes payable for the current year and for the impact of deferred tax
      liabilities and assets, which represent future tax consequences of events
      that have been recognized differently in the financial statements than for
      tax purposes.

      Provision for Pakistan Income and local taxes          $       (106,812)
                                                             ================
      U.S Statutory rates                                                  34%
      Foreign income not recognized in USA                                (34%)
      Pakistan income tax                                                  35%

      The primary temporary differences which gave rise to the net deferred tax
      asset at March 31, 2008, respectively are as follows:

      Deferred tax asset
      Current - Allowance for doubtful accounts     $629,630
                                                    ========

Note F- LIABILITIES UNDER FINANCE LEASE

      The Company leases certain machinery and equipment under agreements that
      are classified as capital leases. The cost of equipment under capital
      leases is included in the Balance Sheet as property, plant and equipment.
      As of March 31, 2008, the Company had borrowings outstanding in the
      aggregate amount of $17,001, related to capital lease obligations. The
      rate of interest used ranges from 8% to 18.72% per annum. The amount of
      minimum lease payments and periods during which they become due are as
      follows:


                                       15
<PAGE>

                          AVEROX, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

                                                         March 31, 2008
                                                         --------------
      Total minimum lease payment                           $ 17,693
      Less amount representing interest                         (692)
                                                            --------

      Present value of minimum lease payment                  17,001
      less current maturity of capital lease obligations     (17,001)
                                                            --------

      Long term capital lease obligations                   $     --
                                                            ========

Note G - CONTINGENCIES

      The Company has filed a suit in the Court of Civil Judge, First Class,
      Islamabad against M/S Aircom MEA FZ, LLC for declaration, temporary and
      permanent prohibitory and mandatory injunction, rendition of accounts, and
      recovery of money/damages worth $6,089,000. The management of the Company
      is of the opinion that the Company stands good chances of recovering some
      of the claimed amounts. However, the courts in Pakistan have been in
      abeyance for approximately the last four months due to political
      retaliation by the Pakistani bar on the suspension of High and Supreme
      Court Judges. As a result, the Company is seeking to dismiss the suit and
      will seek to pursue its claim against Aircom MEA FZ LLC in the United
      Kingdom. No amount has been recorded on the books as of March 31, 2008.

      The Company has also filed a suit in the Court of Civil Judge, First
      Class, Islamabad against M/S ATIS Systems GmbH for declaration, temporary
      and permanent prohibitory and mandatory injunction, rendition of accounts,
      and recovery of money/damages worth USD $11,300,00, Euros $644,179 and
      Pakistan PKRs $300,750,000. The management of the Company is of the
      opinion that the Company stands relatively remote chance of getting a
      favorable decree on this case. However, ATIS has already admitted a sum of
      Euros $10,859 and it is quite likely that the said sum shall be eventually
      paid to the Company. No amount has been recorded on books as of March 31,
      2008.

Note H - OTHER COMPREHENSIVE INCOME

      Balances of related after-tax components comprising accumulated other
      comprehensive income (loss), included in stockholders' equity, at March
      31, 2008 is as follows:

                                              Accumulated Other
                                              Comprehensive loss

      Balance at June 30, 2007                $          167,872
      Change for the nine months                        (172,621)
                                              ------------------
      Balance at March 31, 2008               $           (4,748)
                                              ==================


                                       16
<PAGE>

                          AVEROX, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

Note I - COMMITMENTS

      The Company leases various office facilities in Pakistan and Dubai under
      operating leases that terminate on various dates. Rental expense for these
      leases consisted of $128,095 for the nine months ended March 31, 2008. The
      Company has future minimum lease obligations for fiscal years ending June
      30 as follows:

      June 30,
      2008                    $    19,723
      2009                         82,835
      2010                         91,119
                              -----------
      Total                   $   193,677
                              -----------

Note J - MAJOR CUSTOMERS AND VENDORS

      For the nine months ended March 31, 2008 we had four customers which
      account for approximately 91% of our sales. There is approximately
      $170,246 of receivable from these customers as of March 31, 2008. 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 K - CURRENT VULNERABILITY DUE TO RISK FACTORS

      Our operations are carried out in Dubai and 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 L - 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 is to be paid in installments and is
      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 this note with interest shall be paid
      on or before September 1, 2008. As of March 31, 2008, $593,829 remains
      outstanding.


                                       17
<PAGE>

                          AVEROX, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

Note M - SUBSEQUENT EVENT

      Subsequent to March 31, 2008, the Company has determined to close its
      office in the Dubai Internet Free Zone and move to less costly space in
      Dubai. In furtherance of this determination, Averox Dubai has filed to
      deregister Averox Dubai from the Dubai Internet Free Zone and has applied
      for a new LLC registration in the Dubai Open Zone. Once the deregistration
      has been completed, the shares of Averox Pakistan owned by Averox Dubai
      will be transferred to the Company and Averox Pakistan will become a
      direct wholly-owned subsidiary of the Company.


                                       18
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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, 2007 and 2006, including the notes thereto
and the unaudited financial statements for the three and nine months ended March
31, 2008 and 2007, 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, Averox Dubai and Averox Pakistan,
and references to our business mean the combined businesses of Averox, Averox
Dubai and Averox Pakistan.

      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
at December 31, 1996, all funds raised by the sale of shares of Flickering Star
Financial in order to fulfil 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 operation in Dubai and
Averox Dubai become dormant. On March 31, 2008, Averox Dubai transferred the
shares of Averox Pakistan owned by it to Averox Inc., subject only to minor
regulatory approvals. Upon such transfer, Averox Pakistan will become a
wholly-owned subsidiary of Averox Inc.

      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.


                                       19
<PAGE>

      Acting as general contractor to provide turnkey telecom engineering
services produces high revenues, but also requires Averox to incur significant
costs for, among other things, software material costs, subcontractor fees and
labor costs. Averox also takes on all of the financial risks associated with the
completion of the project. Because of these costs, potential risks and limited
capital resources, Averox has determined to de-emphasize telecom engineering
projects unless the customer is willing to advance all costs required for the
project. As a result, Averox's financial statements reflect and will reflect
lower gross revenues than those for periods before June 30, 2007.
Correspondingly, costs of sale in the future will be significantly lower.
However, until existing projects are completed, cost of sales and, in
particular, labor costs, will remain high.

      In furtherance of this determination, Averox has, in one instance,
transferred its 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 Averox a stream of revenue over this period without any
associated costs.

      The recent focus of Averox's business has been on proprietary software
development and systems integration. Averox's 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. Averox's proprietary and licensed IT solutions are also being
used for customers outside the telecommunications industry. The solutions
developed by Averox's IT professionals or licensed by Averox for Averox's
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, Averox has built and
operates proprietary portals that address needs in the recruitment, real estate
and trading industries. From time to time, Averox also provides outsourced
consulting services.

      Averox is licensing from Provisus Ltd. a proprietary product currently
under development named Provisus which provides service activation and
provisioning technology to telecom operators. The Provisus product is currently
undergoing testing by a multinational telecommunications company. If the testing
of the product is successful, Averox believes that the telecommunications
company will sublicense the product and that Provisus will be attractive to
other telecommunications providers. The Provisus product has worldwide
application and will not be limited to the Pakistani market. However, even if
the Provisus product 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

Three Months Ended March 31, 2008 and 2007

      The following table presents the statement of operations for the three
months ended March 31, 2008 as compared to the comparable period of the three
months ended March 31, 2007. The discussion following the table is based on
these results.


                                       20
<PAGE>

                                                             2008        2007
                                                          ---------   ---------
  Net Revenue                                             $ 120,855   $ 557,979

  Cost of sales                                             210,986      75,895
                                                          ---------   ---------
          Gross profit                                      (90,131)    482,084

  General and administrative expenses                       239,047     369,666
                                                          ---------   ---------

          Income from operations                           (329,178)    112,418
                                                          ---------   ---------

  Other (Income) Expense
          Interest income                                      (344)       (183)
          Other income                                            0        (416)
          Interest expense                                      852       2,331
          Currency exchange (gains) losses                      (21)        213
          (Gain) loss on disposal of asset                        0           2
                                                          ---------   ---------
          Total Other Income                                    487       1,947
                                                          ---------   ---------

          Income before income taxes                       (329,665)    110,471

  Provision for income taxes                                 (1,810)    144,860
                                                          ---------   ---------

  Net income                                              $(327,855)  $ (34,389)
                                                          =========   =========

Net revenue

      Net revenue for the three months ended March 31, 2008 totaled $120,855
compared to $557,979 for the three months ended March 31, 2007, a decrease of
$437,124 or approximately 78.3%. In the quarter ended March 31, 2007, we had two
customers that accounted for approximately $530,000 of our revenue. In the
comparable quarter ending March 2008, these customers only accounted for $26,800
of revenue. Sales revenue from existing and new clients were delayed or canceled
due to political turmoil in Pakistan over the last nine months and a recent
surge in the international price of steel, a key component of our raw materials
in cost of sales.

Cost of Sales

      Cost of sales for the three months ended March 31, 2008 totaled $210,986,
or 161% of net revenue, compared to $75,895, or 13.6% of net revenue, for the
three months ended March 31, 2007, an increase of $135,091, or approximately
178%. The increase in the dollar amount of cost of sales and the percentage of
cost of sales to net revenue is related to unprecedented delays in projects that
were underway due to the factors described above in net revenues and significant
increase in the cost of raw materials and labor component of cost of sales. Most
of our variable costs significantly increased due to these delays: salaries
increased $57,000 and materials increased by $103,000.

Operating Expense

      General and administrative expenses for the three months ended March 31,
2008 totaled $239,047, or approximately 197.8% of net revenue, compared to
$369,666, or approximately 66.3% of net revenue, for the three months ended
March 31, 2007, a decrease of $130,619, or approximately 35.3%. The decrease in
general and administrative costs during the three months ended March 31, 2008 is
mainly due to reduction in our administrative staff based on our current needs.
These lay offs accounted for approximately $60,000 of the decrease. Other
related costs were reduced as well as an overall cost cutting plan initiative.


                                       21
<PAGE>

Income (loss) from Operations

      Loss from operations for the three months ended March 31, 2008 totaled
$(329,178), or approximately 251.5% of net revenue, compared to income from
operations of $112,418, or approximately 20.1% of net revenue, for the three
months ended March 31, 2007, a decrease of $441,596, or approximately 392.8%.
The decrease in income from operations was primarily due to the decrease in our
revenue and the increase in our cost of sales as discussed above.

Net Income (Loss)

      Net income (loss) for the three months ended March 31, 2008 totaled
$(327,855) compared to $(34,389) for the three months ended March 31, 2007, a
decrease of $293,466 or approximately 853.4%. The decrease in net income was
primarily due to reasons described above.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 2008 AND 2007

      The following table presents the statement of operations for the nine
months ended March 31, 2008 as compared to the comparable period of the nine
months ended March 31, 2007. The discussion following the table is based on
these results.

                                                          2008          2007
                                                      -----------   -----------
  Net Revenue                                         $   460,662   $ 2,985,030

  Cost of sales                                           685,601       585,985
                                                      -----------   -----------
          Gross profit                                   (224,939)    2,399,045

  General and administrative expenses                   1,370,566       542,122
                                                      -----------   -----------

          Income from operations                       (1,595,505)    1,856,923
                                                      -----------   -----------

  Other (Income) Expense
          Interest income                                  (4,017)         (257)
          Other income                                          0          (416)
          Interest expense                                  3,675         8,359
          Currency exchange (gains) losses                     90           447
          (Gain) loss on disposal of asset                   (102)       (1,025)
                                                      -----------   -----------
          Total Other Income                                 (354)        7,108
                                                      -----------   -----------

          Income before income taxes                   (1,595,151)    1,849,815

  Provision for income taxes                             (106,812)      751,257
                                                      -----------   -----------

  Net income                                           (1,488,339)  $ 1,098,558
                                                      ===========   ===========

Net sales

      Net revenue for the nine months ended March 31, 2008 totaled $460,662
compared to $2,985,030 for the nine months ended March 31, 2007, a decrease of
$2,524,368, or approximately 84.6%. The decrease in revenue was due to decrease
in demand from all of our major customers during the nine months ended March 31,
2008. We had approximately $150,000 in revenue from three customers during the
nine months ended March 31, 2008, compared to approximately $2,400,000 for the
nine months ended March 31, 2007. Two of these customers terminated their
businesses in January 2007. As mentioned above, recent political turmoil in
Pakistan and a surge in the international price of steel have caused a general
slowdown in our business.


                                       22
<PAGE>

Cost of Sales

      Cost of sales for the nine months ended March 31, 2008 totaled $685,601,
or approximately 145.6% of net revenue, compared to $585,985 or approximately
19.6% of net revenue for the nine months ended March 31, 2007, an increase of
$99,616, or approximately 17%. Moreover, the increase in percentage cost of
sales for the nine months ended March 31, 2008 was attributed to an increase in
number of customers that were purely hardware and service related customers,
whereas in 2007 one of our major customer contributed very nominal costs to our
sales process due to the nature of the project which is purely commission based,
where our direct costs are minimal. Therefore, with our fixed costs remaining
constant, our variable costs increased substantially even though our revenue
decreased.

Operating Expense

      General and administrative expenses for the nine months ended March 31,
2008 totaled $1,370,566, or approximately 297.52% of net revenue, compared to
$542,122, or approximately 18.2% of net revenue, for the nine months ended March
31, 2007, an increase of $828,444, or approximately 152.8%. The increase in
general and administrative expenses were primarily due to the increase in costs
associated with being a public company, opening a new office in Dubai and
expanding our administrative workforce in Pakistan and Dubai. Our wage expense
increased over $315,000, and office rent increased by $85,000. We also wrote off
a receivable that has been deemed uncollectible in the amount of $295,000.

Income (Loss) from Operations

      Loss from operations for the nine months ended March 31, 2008 totaled
$(1,595,505), or approximately 338.8% of net revenue, compared to income of
$1,856,923, or approximately 62.2% of net revenue for the nine months ended
March 31, 2007, a decrease of $3,452,428 or approximately 185.9%. The decrease
was primarily due to the decrease in our net revenue and the increase in our
operating expenses for nine months ended March 31, 2008 as compared with 2007.

Net Income (Loss)

      Net loss for the nine months ended March 31, 2008 totaled $(1,488,339)
compared to net income of $1,098,558 for the nine months ended March 31, 2007, a
decrease of $2,586,897, or approximately 235.5%. The decrease in net income was
primarily due to the decrease in our net revenue and increase in our cost of
sales and operating expenses as discussed above.

LIQUIDITY AND CAPITAL RESOURCES

      Our primary source of liquidity as of March 31, 2008 is our cash on hand
and accounts receivable. Net cash used in operations for the nine months ended
March 31, 2008 was $1,444,097, as compared to net cash used in operations of
$115,218 during the same period in 2007. Our cash and cash equivalents were
$103,361 and $539,763 as of March 31, 2008 and 2007, respectively. Our current
assets totaled $636,331 on March 31, 2008. Our current liabilities were $577,227
on March 31, 2008. Working capital was $59,104 as of March 31, 2008.

      Net cash provided by (used in) investing activities totaled $(64,160) for
the nine months ended March 31, 2008, compared with $(597) for the nine months
ended March 31, 2007. The net cash change was $(672,350) and $488,934 for the
nine months ended March 31, 2008 and 2007, respectively.

      On November 13, 2006, the Company entered into the Stock Purchase
Agreement pursuant to which the investor purchased 380,000 shares of common
stock for $2,650,000, of which $150,000 was to be paid on November 13, 2006 and
the balance is to be paid in installments. As of March 31, 2008, $593,829 was
still owed to the Company.

      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.


                                       23
<PAGE>

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.

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 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.

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.

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


                                       24
<PAGE>

      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, in general, 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.

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 product rather than licensing products from
established developers, we cannot be assured that these products will receive
market acceptance.


                                       25
<PAGE>

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 proprietary products and sublicense the
new Provisus product which we license from Provisus for which we are not
required to pay any up-front licensing fee. However, the process of developing
proprietary 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.

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 those that 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 are introduced earlier than our
solutions.


                                       26
<PAGE>

      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.

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 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.


                                       27
<PAGE>

      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.

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

The defeat of Pakistan's President in recent elections has caused significant
instability in Pakistan. Pakistan's judiciary has taken a leading role in
seeking to bring in true democracy in the country. These events have damaged the
image of Pakistan internationally. As a result, international lending
institutions have not been extending credit to Pakistan for infrastructure
improvement and new investment in Pakistan has slowed. This has also lead to
shortage of power in Pakistan. Each of these factors has had a direct impact on
new telecommunications infrastructure products being undertaken.

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

      We continually 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 that 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.

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 proprietary 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 proprietary 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 adversely affect our competitive position.


                                       28
<PAGE>

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.

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.


                                       29
<PAGE>

      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.

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.


                                       30
<PAGE>

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 current Government of Pakistan, formed in October
1999, has announced policies and taken 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 international operations and we expect these operations
to grow in other parts of Asia, the Middle East and Eastern Europe. For each of
the year ended June 30, 2007 and the three and nine months ended March 31, 2008,
international operations, accounted for approximately 10% of our total revenues.
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 UAE, 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
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.


                                       31
<PAGE>

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 only recently began 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 1, 2008, we had
10,000,000 shares of common stock outstanding. Although 6,880,000 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. 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. Based on such evaluation,
Averox's Chief Executive Officer and acting Chief Financial Officer have
concluded that, as of the end of such period, Averox's disclosure controls and
procedures are effective.

      In connection with the evaluation of the Averox's internal controls during
the last fiscal quarter, Averox's Chief Executive Officer and acting Chief
Financial Officer have determined that there are no changes to Averox's internal
controls over financial reporting that has materially affected, or is reasonably
likely to materially affect, Averox's internal controls over financial
reporting.


                                       32
<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

      The Company had filed a suit in the Court of Civil Judge, First Class,
Islamabad against M/S Aircom MEA FZ, LLC for declaration, temporary and
permanent prohibitory and mandatory injunction, rendition of accounts, and
recovery of money/damages worth $6,089,000. The management of the Company was of
the opinion that the Company stood a good chance of recovering some of the
claimed amounts. However, the courts in Pakistan have been in abeyance for
approximately the last four months due to political retaliation by the Pakistani
bar on the suspension of High and Supreme Court Judges. As a result, the Company
is seeking to dismiss the suit and will seek to pursue its claim against Aircom
MEA FZ LLC in the United Kingdom.

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.

      None.

ITEM 6. EXHIBITS

Exhibits:

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.


                                       33
<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 12, 2008                                  /s/ Salman Mahmood
      ------------                                  ----------------------------
                                                    Salman Mahmood
                                                    Chief Executive Officer


Date: May 12, 2008                                  /s/ Mirza Yasser Ahmad
      ------------                                  ----------------------------
                                                    Mirza Yasser Ahmad
                                                    Chief Financial Officer


                                       34
<PAGE>

                                  EXHIBIT INDEX

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


                                       35