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 September 30, 2007

                                       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 1108, Thuraya 2 Dubai Internet City, P.O. Box 502492, Dubai, U.A.E.
    -------------------------------------------------------------------------
                    (Address of principal executive offices)

                                +971(0)4 375 7602
                                -----------------
                           (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 November 13, 2007, there were 10,000,000 shares of Common Stock, $.004 par
value, outstanding.

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

<PAGE>

                          AVEROX INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

                                                                            PAGE

PART I. FINANCIAL INFORMATION

   Item 1.   Financial Statements

                Unaudited Consolidated Balance Sheet at September 30, 2007   F-3

                Unaudited Consolidated Statements of Operations
                for the three months ended September 30, 2007 and 2006       F-4

                Unaudited Consolidated Statements of Cash Flows
                for the three months ended September 30, 2007                F-5

                Notes to Unaudited Consolidated Financial Statements         F-6

   Item 2.   Management's Discussion and Analysis or Plan of Operation........ 3

   Item 3.   Controls and Procedures..........................................13

PART II. OTHER INFORMATION

   Item 1.   Legal Proceedings................................................15

   Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds......15

   Item 3.   Defaults Upon Senior Securities..................................15

   Item 4.   Submission of Matters to a Vote of Security Holders..............15

   Item 5.   Other Information................................................15

   Item 6.   Exhibits.........................................................16

   Signatures.................................................................17

   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


                                       2
<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                          AVEROX, INC. AND SUBSIDIARIES

             CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                               SEPTEMBER 30, 2007


                                      F-1
<PAGE>

                          AVEROX, INC. AND SUBSIDIARIES

             CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2007

                                TABLE OF CONTENTS

Unaudited Condensed Consolidated Balance Sheet                               F-3

Unaudited Condensed Consolidated Statements of Operations                    F-4

Unaudited Condensed Consolidated Statements of Cash Flow                     F-5

Notes to Unaudited Condensed Consolidated Financial Statements               F-6


                                      F-2
<PAGE>

                          AVEROX INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2007

                                     ASSETS

Current Assets
          Cash and cash equivalents                                 $   519,393
          Accounts receivable, net                                      408,825
          Other receivables                                              65,633
          Deferred tax asset                                             97,282
          Advances                                                       42,112
          Other current assets                                              927
          Prepaid expenses                                               32,360
                                                                    -----------
                 Total Current Assets                                 1,166,532
                                                                    -----------

Property, Plant & Equipment, net                                        145,167
                                                                    -----------

                 Total Fixed Assets                                     145,167
                                                                    -----------

Other Assets
          Intangible asset                                                3,469
          Deposits                                                        8,174
                                                                    -----------

                 Total Other Assets                                      11,643
                                                                    -----------

Total Assets                                                        $ 1,323,342
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
          Accounts payable and accrued expenses                     $   280,037
          Provision for income tax                                      133,021
          Dividends payable                                                 609
          Current portion of lease obligations                           35,929
                                                                    -----------
                 Total Current Liabilities                              449,598

Lease obligation                                                             --
                                                                    -----------
                 Total Liabilities                                      449,598
                                                                    -----------

Minority interest                                                        88,818
                                                                    -----------

Stockholder's Equity
          Common stock, $.004 par value, 25,000,000
          shares authorized, 10,000,000, issued and outstanding          40,000
          Additional paid in capital                                  2,583,779
          Subscription receivable                                    (1,013,313)
          Other comprehensive income                                     93,869
          Retained earnings                                            (919,407)
                                                                    -----------
          Total Stockholder's Equity                                    784,927
                                                                    -----------

Total Liabilities and Stockholder's Equity                          $ 1,323,342
                                                                    ===========

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


                                      F-3
<PAGE>

                          AVEROX INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006

<TABLE>
<CAPTION>
                                                               2007             2006
                                                           ------------     ------------
<S>                                                        <C>              <C>
Net Revenue                                                $    134,152     $  2,210,775

Cost of sales                                                   217,427          425,957
                                                           ------------     ------------

         Gross profit                                           (83,274)       1,784,819

Operating expenses
         General and administrative expenses                    434,671           55,130
                                                           ------------     ------------

Income (loss) from operations                                  (517,947)       1,729,688
                                                           ------------     ------------

Other (Income) Expense
         Interest income                                         (2,771)             (57)
         Other (income) expense                                      --               --
         Interest expense                                         1,596            3,659
         Currency exchange (gains) losses                           151              360
         Gain on disposal of asset                                   --           (1,030)
                                                           ------------     ------------
         Total Other (Income) Expense                            (1,025)           2,932
                                                           ------------     ------------

Income (loss) before income taxes and minority interest        (516,922)       1,726,756

Provision for income taxes                                       (1,816)         591,838
                                                           ------------     ------------

Net income (loss) before minority interest                     (515,106)       1,134,918

Net income (loss) attributable to minority interest              (4,423)          22,698
                                                           ------------     ------------

Net income (loss)                                              (510,682)       1,112,220

Other Comprehensive income
         Foreign Currency Translation                            47,272           60,461
                                                           ------------     ------------

Comprehensive Income (Loss)                                $   (463,411)    $  1,172,681
                                                           ============     ============

Basic & diluted net income per share                       $     (0.051)    $      0.140
                                                           ============     ============

Weighted average shares of share capital outstanding
  - basic & diluted                                          10,000,000        7,940,000
                                                           ============     ============
</TABLE>

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


                                      F-4
<PAGE>

                          AVEROX INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006

<TABLE>
<CAPTION>
                                                                            2007            2006
                                                                        -----------     -----------
<S>                                                                     <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
         Net loss                                                       $  (510,682)    $ 1,112,220
         Adjustments to reconcile net income to net cash
            provided by operating activities:
         Bad debts                                                               --              --
         (Gain) loss on sales of fixed assets                                    --          (1,030)
         Depreciation                                                        11,804          10,712
         Minority interest                                                   (4,423)         22,698
         (Increase) / decrease in assets:
            Accounts receivable                                             154,172      (1,584,886)
            Other receivables, deposits and prepaid expenses               (115,712)       (170,636)
         Increase / (decrease) in liabilities:
            Accounts payable and accrued expenses                          (160,998)         26,226
            Provision for income tax                                             --         591,838
                                                                        -----------     -----------

         Net cash provided by (used in) operations                         (625,840)          7,142
                                                                        -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
         Sale of property & equipment                                            25          11,634
         Cash acquired in acquisition                                            --              --
         Acquisition of intangible assets                                        --              --
         Acquisition of property & equipment                                (29,445)             --
                                                                        -----------     -----------

         Net cash provided by (used in) investing activities                (29,420)         11,634
                                                                        -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES
         Receivable from related parties                                         --         163,097
         Proceeds from subscription receivable                              383,208              --
         Issuance of shares                                                      --              --
         Dividend paid                                                           --              --
         Payment on capital lease                                           (10,046)        (21,768)
                                                                        -----------     -----------

         Net cash provided by (used in) financing activities                373,162         141,329
                                                                        -----------     -----------

         Effect of exchange rate changes on cash and cash equivalents        25,779             513
                                                                        -----------     -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                       (256,318)        160,619

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

CASH AND CASH EQUIVALENTS, ENDING BALANCE                               $   519,393     $   211,448
                                                                        ===========     ===========

SUPPLEMENTAL DISCLOSURES:

         Cash paid during the three months for:

              Interest paid                                             $     1,596     $     3,659
                                                                        ===========     ===========

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

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


                                      F-5
<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.

      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.


                                      F-6
<PAGE>

      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-QSB 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. The
      results of the three months ended September 30, 2007 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 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 three months ended
      September 30, 2007.

      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.


                                      F-7
<PAGE>

      Contingencies

      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 month period ended September 30, 2007, 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 September 30, 2007, 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 $359,594 as of September 30, 2007.


                                      F-8
<PAGE>

      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 September 30, 2007 property, plant and equipment consisted of the
      following:

                                                9/30/2007
                                                ---------
              Furniture & Fixtures              $  39,133
              Office equipment                    106,663
              Motor vehicles                      111,818
                                                ---------
                                                  257,614

              Accumulated depreciation           (112,447)
                                                ---------
              Total                             $ 145,167
                                                =========

      Capital Leases

      Included in Property, Plant and Equipment, as of September 30, 2007, are
      $137,343 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.

      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 September 30, 2007, Intangible Assets consist of the softwares for
      $3,469.


                                      F-9
<PAGE>

      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 September 30, 2007.

      Recent accounting pronouncements

      In February 2006, FASB issued SFAS No. 155, "Accounting for Certain Hybrid
      Financial Instruments." SFAS No. 155 amends SFAS No. 133, "Accounting for
      Derivative Instruments and Hedging Activities," and SFAF No. 140,
      "Accounting for Transfers and Servicing of Financial Assets and
      Extinguishments of Liabilities." SFAS No. 155 permits fair value
      remeasurement for any hybrid financial instrument that contains an
      embedded derivative that otherwise would require bifurcation, clarifies
      which interest-only strips and principal-only strips are not subject to
      the requirements of SFAS No. 133, establishes a requirement to evaluate
      interest in securitized financial assets to identify interests that are
      freestanding derivatives or that are hybrid financial instruments that
      contain an embedded derivative requiring bifurcation, clarifies that
      concentrations of credit risk in the form of subordination are not
      embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition
      on the qualifying special-purpose entity from holding a derivative
      financial instrument that pertains to a beneficial interest other than
      another derivative financial instrument. This statement is effective for
      all financial instruments acquired or issued after the beginning of the
      Company's first fiscal year that begins after September 15, 2006.

      In March 2006, FASB issued SFAS No. 156 "Accounting for Servicing of
      Financial Assets." This Statement amends FASB Statement No. 140,
      "Accounting for Transfers and Servicing of Financial Assets and
      Extinguishments of Liabilities," with respect to the accounting for
      separately recognized servicing assets and servicing liabilities. This
      Statement:

            1.    Requires an entity to recognize a servicing asset or servicing
                  liability each time it undertakes an obligation to service a
                  financial asset by entering into a servicing contract.
            2.    Requires all separately recognized servicing assets and
                  servicing liabilities to be initially measured at fair value,
                  if practicable.
            3.    Permits an entity to choose `Amortization method' or Fair
                  value measurement method' for each class of separately
                  recognized servicing assets and servicing liabilities:
            4.    At its initial adoption, permits a one-time reclassification
                  of available-for-sale securities to trading securities by
                  entities with recognized servicing rights, without calling
                  into question the treatment of other available-for-sale
                  securities under Statement 115, provided that the
                  available-for-sale securities are identified in some manner as
                  offsetting the entity's exposure to changes in fair value of
                  servicing assets or servicing liabilities that a servicer
                  elects to subsequently measure at fair value.
            5.    Requires separate presentation of servicing assets and
                  servicing liabilities subsequently measured at fair value in
                  the statement of financial position and additional disclosures
                  for all separately recognized servicing assets and servicing
                  liabilities.

      This Statement is effective as of the beginning of the Company's first
      fiscal year that begins after September 15, 2006. Management believes that
      this statement will not have a significant impact on the consolidated
      financial statements.


                                      F-10
<PAGE>

      In September 2006, FASB issued SFAS No. 157 "Fair Value Measurements".
      This Statement defines fair value, establishes a framework for measuring
      fair value in GAAP, and expands disclosures about fair value measurements.
      This Statement applies under other accounting pronouncements that require
      or permit fair value measurements, the Board 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 No. 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

            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.

      In February 2007, FASB issued FASB Statement No. 159 ("FAS 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.


                                      F-11
<PAGE>

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 Pearl 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.

            (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 September 30, 2007, prepaid expenses comprised of the following:

                                        9/30/2007
                                        ---------
          Advance tax                   $  14,950
          Other                            17,410
                                        ---------
          Total                         $  32,360
                                        =========

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           $ (1,816)
                                                              ========
      U.S Statutory rates                                           34%
      Foreign income not recognized in USA                         (34%)
      Pakistan income tax                                           35%


                                      F-12
<PAGE>

      The primary temporary differences which gave rise to the net deferred tax
      asset at September 30, 2007, respectively are as follows:

      Deferred tax asset
      Current - Allowance for doubtful accounts               $ 97,282
                                                              ========

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 Sheets as property, plant & equipment.
      As of September 30, 2007, the Company had borrowings outstanding in the
      aggregate amount of $35,929, related to capital lease obligations. The
      rate of interest used ranges from 8% to 18.72% per annum. The amounts of
      minimum lease payments and periods during which they become due are as
      follows:

                                                        September 30, 2008
                                                        ------------------
                                                             $ 38,792
                                                             --------
      Total minimum lease payment                              38,792
      Less amount representing interest                       ( 2,863)
                                                             --------
      Present value of minimum lease payments                  35,929
      Less current maturity of capital lease obligations      (35,929)
                                                             --------
      Long term capital lease obligations                    $      0
                                                             ========

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 and a favorable outcome is expected in due course
      of time. No amount has been recorded on the books as of September 30,
      2007.

      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 Rupees $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 September
      30, 2007.

Note H - OTHER COMPREHENSIVE INCOME

      Balances of related after-tax components comprising accumulated other
      comprehensive income (loss), included in stockholders' equity, at
      September 30, 2007 is as follows:


                                      F-13
<PAGE>

                                                Accumulated Other
                                                Comprehensive loss
                                                ------------------
      Balance at June 30, 2007                  $          167,872
      Change for the three months                          (74,003)
                                                ------------------
      Balance at September 30, 2007             $           93,869
                                                ==================

Note I - COMMITTMENTS

      The Company leases various office facilities under operating leases that
      terminate on various dates. Rental expense for this lease consisted of
      $54,537 for the three months ended September 30, 2007. The Company has
      future minimum lease obligations as follows:

                    2008              $ 79,758
                                      --------
                    2009                87,733
                                      --------
                    2010                71,820
                                      --------
                    Total             $239,311
                                      ========

Note J - MAJOR CUSTOMERS AND VENDORS

      For the three months ended September 30, 2007 we had three customers which
      accounted for approximately 100% of our sales. There was approximately
      $98,516 in receivable from these customers as of September 30, 2007. For
      the three months ended September 30, 2007 we had seven vendors which
      accounted for approximately 98% of our purchases. As of September 30,
      2007, there was approximately $61,667 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 days 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


                                      F-14
<PAGE>

      to the Stock Purchase Agreement, Averox has granted the Investor a right
      of first refusal on financings Averox may do in the future. As of
      September 30, 2007, $1,013,313 is still outstanding.

Note L - SUBSEQUENT EVENTS

      On October 25, 2007, the Company and HALO Investments Ltd. (the"Investor")
      amended and restated the promisorry 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 day 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.


                                      F-15
<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 its
recently acquired subsidiaries, Averox FZ-LLC (formerly Pearl Consulting
FZ-LLC), a free zone limited liability company organized under the laws of
Dubai, UAE ("Averox Dubai"), and Averox (Private) Limited (formerly Pearl
Consulting (Private) Limited), a private limited company organized under the
laws of Pakistan ("Averox Pakistan"), for the years ended June 30, 2007 and
2006, including the notes thereto and the unaudited financial statements for the
three months ended September 30, 2007 and 2006, 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 Averox Pakistan from Mahmood and his spouse on
August 31, 2006.

      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.

      The principal services Averox provides include the design, deployment,
integration, and the overall management of telecommunications networks for both
large and small companies. Averox's work for telecommunication companies
involves software development, radio frequency engineering, project management
and installation of telecommunications equipment.

      Averox's information technology professionals develop and promote software
which delivers industry standard-specific solutions. These solutions cover areas
such as telecom billing (retail and interconnect), service activation,


                                       3
<PAGE>

mediation, revenue assurance and fraud management. Averox's IT solutions are
also being used for customers outside the telecommunications industry. The
solutions developed by Averox's IT professionals 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, project management and
web-based applications such as content management systems, and Internet and
intranet applications. Additionally, Averox has built and operate proprietary
portals that address needs in the recruitment, real estate and trading
industries. From time to time, Averox also provides outsourced consulting
services.

Results of Operations

Results of Operations for the Three Months ended September 30, 2007 and 2006

      The following table presents the statement of operations for the three
months ended September 30, 2007 as compared to the comparable period of the
three months ended September 30, 2006. The discussion following the table is
based on these results. Certain columns may not add due to rounding.

                                                   2007            2006
                                              ------------   -------------

      Revenue, net                             $   134,152     $ 2,210,775
      Cost of sales                                217,427         425,957
                                              ------------   -------------
           Gross profit                            (83,275)      1,784,818
                                              ------------   -------------

      General and administrative expenses          434,671          55,130
                                              ------------   -------------

      Income (loss) from operations               (517,946)      1,729,688

      Other (Income) Expense
           Interest income                          (2,771)            (57)
           Other expenses                                0              --
           Interest expense                          1,596           3,659
           Currency exchange(gains) losses             151             360
           (Gain) loss on disposal of asset             --          (1,030)
                                              ------------   -------------

           Total Other (Income) Expense             (1,024)          2,932
                                              ------------   -------------

           Income before income taxes             (516,922)      1,726,756

      Provision for income taxes                    (1,816)        591,838
                                              ------------   -------------
      Net income (loss) before
        minority interest                         (515,106)      1,134,918

      Net income (loss) attributable to
        minority interest                           (4,423)         22,698

      Net income (loss)                       $   (510,683)  $   1,112,220
                                              ============   =============

Net sales

      Net revenue for the three months ended September 30, 2007 totaled $134,152
compared to $2,210,775 for the three months ended September 30, 2006, a decrease
of $2,076,623 or approximately 93.4%. The decrease in revenue was due decrease
in demand from one client that generated approximately $1.9 million during the 3
months ended September 30, 2006.

Cost of Sales

      Cost of sales for the three months ended September 30, 2007 totaled
$217,427, or approximately 162.1%, of net revenue compared to $425,957, or
approximately 19.3%, of net revenue for the three months ended September 30,
2006, a decrease of $208,530 or approximately 49%. The decrease in dollars was
due to decrease in sales during the three months ended September 30, 2007. The
percentage cost of sales increased due to the fact that some costs are fixed and
cannot be altered as a result of decreases in revenue.


                                       4
<PAGE>

Operating Expense

      General and administrative expenses for the three months ended September
30, 2007 totaled $434,671, or approximately 324%, of net revenue compared to
$55,130, or approximately 2.5%, of net revenue for the three months ended
September 30, 2006, an increase of $379,541, or approximately 688%. The increase
was primarily due to increased legal and accounting fees related to being a
public company, the expansion of our offices and an increase in marketing
expenditures as a result of marketing campaigns conducted locally and
internationally.

Income (loss) from Operations

      Income (loss) from operations for the three months ended September 30,
2007 totaled $(517,946), or approximately 386%, of net revenue compared to
$1,729,688, or approximately 78%, for the three months ended September 30, 2006,
a decrease of $2,247,634 or approximately 130%. The increase in loss from
operations was primarily due to decreased in sales and increased costs
associated with being a public company and the hiring of additional employees to
expand our infrastructure based on our future sales forecasts.

Interest Expense

      Interest expense for the three months ended September 30, 2007 totaled
$1,596 compared to $3,659 for the three months ended September 30, 2006, a
decrease of $2,063 or approximately 56.4%. The increase in interest expense is
related to the increase in equipment we have on capital lease since September
30, 2006.

Net Income

      Net income (loss) for the three months ended September 30, 2007 totaled
$(510,682) compared to $1,112,220 for the three months ended September 30, 2006,
a decrease of $1,622,902 or approximately 146%. The decrease in net loss was
primarily due reasons stated above.

Liquidity and Capital Resources

      Our primary source of liquidity as of September 30, 2007 is our cash on
hand and accounts receivable. Net cash used in operations for the three months
ended September 30, 2007 was $(625,840), as compared to net cash provided by
operations of $7,142 during the same period in 2006. Our cash and cash
equivalents were $519,393 and $211,448 as of September 30, 2007 and 2006,
respectively. Our current assets totaled $1,166,532 on September 30, 2007. Our
current liabilities were $449,598 on September 30, 2007. Working capital was
$716,934 as of September 30, 2007.

      Net cash provided by (used in) investing activities totaled $(29,420) for
the three months ended September 30, 2007, compared with $11,634 for the three
months ended September 30, 2006. The net cash change was $(256,318) and $160,619
for the three months ended September 30, 2007 and 2006, 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. On October 25, 2007, the promissory
note evidencing the obligation to pay the balance was amended to lengthen the
period over which the balance is to be paid. As of September 30, 2007,
$1,013,313 was still outstanding.

      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.

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.


                                       5
<PAGE>

Risk Factors

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

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

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

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

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

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

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.


                                       6
<PAGE>

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

      The market for our services is characterized by rapid change and
technological improvements, evolving industry standards, changing client
preferences and new product and service introductions. Failure to anticipate
these advances or respond in a timely and cost-effective way to these
technological developments will result in serious harm to our business and
operating results. We have derived, and we expect to continue to derive, a
substantial portion of our revenues from serving telecommunications providers
with systems that utilize today's leading technologies and that are capable of
adapting to future technologies. Further, products, services or technologies
that are developed by our competitors may render our services non-competitive or
obsolete. As a result, our success will depend, in part, on our ability to
develop and market service offerings that respond in a timely manner to the
technological advances of our customers, evolving industry standards and
changing client preferences.

Risks related to our IT business

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


                                       7
<PAGE>

      The IT markets in which we operate are intensely competitive and we face
continuous demand for improved product performance, new product features and
reduced prices, as well as intense pressure to accelerate the release of new
products and product enhancements. The market for software solutions is
extremely large. Our existing and potential competitors include many domestic
and international companies, including some competitors that have substantially
greater financial, manufacturing, technological, marketing, distribution and
other resources, larger installed customer bases and longer-standing
relationships with customers than we do. Customers also may offer competitive
products or services in the future since customers who have purchased solutions
from us are not precluded from competing with us. Many telecommunications
companies have large internal development organizations, which develop software
solutions and provide services similar to the products and services we provide.
We also expect competition may increase in the future from application service
providers, existing competitors and from other companies that may enter our
existing or future markets with solutions which may be less costly, provide
higher performance or additional features or be introduced earlier than our
solutions.

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

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

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

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

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

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


                                       8
<PAGE>

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.

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

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

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

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

      We 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,


                                       9
<PAGE>

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 affect adversely our competitive position.

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

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

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

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

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

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

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

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

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


                                       10
<PAGE>

attract existing or new clients to these service offerings. To obtain
engagements for our end-to-end solutions, we also are more likely to compete
with large, well-established international consulting firms as well as other
Pakistan-based technology services companies, resulting in increased competition
and marketing costs. Accordingly, our new service offerings may not effectively
meet client needs and we may be unable to attract existing and new clients to
these service offerings.

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

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

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

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

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

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

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

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

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.


                                       11
<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.

      Political instability could also delay the reform of the Pakistan economy
and could have a material adverse effect on demand for the services or products
of, or the market for securities of, companies with significant operations in
Pakistan such as ours.

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 months ended September 30, 2007,
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.


                                       12
<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 November 13, 2007, we had
10,000,000 shares of common stock outstanding. Although 6,880,000 of our shares
constitute restricted securities under the Securities Act, after November 13,
2007, 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.

      As of November 13, 2007, our management has carried out an evaluation,
with the participation of our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of our disclosure controls and procedures. Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material information relating to our (including our
consolidated subsidiaries) required to be included in periodic reports filed
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").


                                       13
<PAGE>

      In designing and evaluating our disclosure controls and procedures (as
defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act), management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurances of achieving the desired
control objectives, as ours are designed to do, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. We believe that our disclosure controls and
procedures provide such reasonable assurance.

      There have not been any significant changes in our internal controls over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act of 1934, as amended) during our fiscal first
quarter that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.


                                       14
<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

        None.

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.


                                       15
<PAGE>

ITEM 6. EXHIBITS

Exhibits:

10.1+       Form of Amended and Restated $1,850 000 Promissory Note

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.


                                       16
<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: November 13, 2007                                 /s/ Salman Mahmood
      ------------------                                -----------------------
                                                        Salman Mahmood
                                                        Chief Executive Officer


Date: November 13, 2007                                 /s/ Yasser Ahmad
      ------------------                                -----------------------
                                                        Yasser Ahmad
                                                        Chief Financial Officer


                                       17
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------
   10.1           Form of Amended and Restated $1,850 000 Promissory Note.
   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.


                                       18