================================================================================

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

                                  FORM 10-KSB/A

                                   (Mark one)

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

                     For the fiscal year ended June 30, 2007

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

            For the transition period from ___________ to ___________

                        Commission file number 000-28867

                                   AVEROX INC.
                 (Name of small business issuer in its charter)

               Nevada                                      88-0407936
--------------------------------------        ----------------------------------
   (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                      Identification No.)


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

                                +971(0)4 375 7602
                (Issuer's telephone number, including area code)
              Securities registered Under Section 12(b) of the Act

   Title of each class              Name of each exchange on which registered
-------------------------        -----------------------------------------------
          None                                        None

              Securities registered Under Section 12(g) of the Act:

   Title of each class              Name of each exchange on which registered
-------------------------        -----------------------------------------------
  Common Stock, par value             Over-the-Counter (OTC) Bulletin Board
    $0.004 per share

                         -------------------------------

      Check whether the issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act. Yes |_| No |X|

      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 the filing requirements for the past 90 days. Yes |X| No
|_|

      Check if there is no disclosure of delinquent filers in response to item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB/A or any amendment to this Form 10-KSB/A. |_|

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

================================================================================

<PAGE>

The issuer's total consolidated revenues for the fiscal year ended June 30, 2007
were $3,611,687

The aggregate market value of the common equity held by non-affiliates of the
registrant was $25,200,000 as of September 24, 2007.

The number of shares outstanding of the registrant's common equity as of
September 24, 2007 was 10,000,000 shares.

<PAGE>

                                   AVEROX INC.

                        2007 FORM 10-KSB/A ANNUAL REPORT

                                TABLE OF CONTENTS

<TABLE>
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                                                                                                                                Page
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                                                      PART I


ITEM 1.       DESCRIPTION OF BUSINESS.                                                                                            2
ITEM 2.       DESCRIPTION OF PROPERTY.                                                                                            9
ITEM 3.       LEGAL PROCEEDINGS.                                                                                                  9
ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                                                               10

                                                      PART II

ITEM 5.       MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.    11
ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.                                                         12
ITEM 7.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.                                                                       26
ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.                              26
ITEM 8A.      CONTROLS AND PROCEDURES.                                                                                           26
ITEM 8B.      OTHER INFORMATION.                                                                                                 26

                                                     PART III

ITEM 9.       DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.   27
ITEM 10.      EXECUTIVE COMPENSATION.                                                                                            29
ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.                    31
ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                                                                    31
ITEM 13.      EXHIBITS.                                                                                                          32
ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES.                                                                            33
</TABLE>

                   SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

      This Annual Report on Form 10-KSB contains statements relating to future
results of Averox Inc. (including certain projections and business trends) that
are "forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995. Actual results may differ materially from those projected as
a result of certain risks and uncertainties.

<PAGE>

                                EXPLANATORY NOTE

This Form 10-KSB/A is being filed to include the following exhibit which was
inadvertently omitted from the registrant's Form 10-KSB filed on September 28,
2007:

Exhibit 32.1      Certification Pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002

This Amendment does not revise or update or in any way alter any other
information or disclosures contained in such Annual Report.

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Overview

      Averox Inc. ("Averox") was incorporated under the name Flickering Star
Financial, Inc. ("Flickering Star") on November 25, 1996 under the laws of the
State of Nevada. From January 1, 1997 through March 31, 1997, Flickering Star
was in its development stage. It originally intended to act as a finder of
individuals who would serve as credit enhancers for 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 fulfill its initial objective
had been expended and, after March 31, 1997, Flickering Star became dormant. On
November 6, 2006, in anticipation of the acquisition of Averox Dubai (described
below), the corporate name of Flickering Star Financial, Inc. was changed to
Averox Inc.

      On November 13, 2006, Averox consummated the transactions contemplated by
an Exchange Agreement, dated October 30, 2006, by and among Averox, certain
shareholders of Averox, Averox FZ-LLC (formerly Pearl Consulting FZ-LLC), a free
zone limited liability company organized under the laws of Dubai, UAE ("Averox
Dubai") and Salman Mahmood ("Mahmood")(the "Exchange Agreement"). Accordingly
Averox acquired all of the issued and outstanding shares of stock of Averox
Dubai, which included its subsidiary, Averox (Private) Limited (formerly Pearl
Consulting (Private Limited)), a private limited company organized under the
laws of Pakistan ("Averox Pakistan") which Averox Dubai acquired from Mahmood
and his spouse on August 31, 2006. In this discussion of Averox's current
business, unless the context otherwise requires, references to Averox, "we",
"us" or "our" include Averox Dubai and its direct and indirect subsidiaries, and
references to Averox Dubai's business or the business of Averox Dubai mean the
combined businesses of Averox Dubai and Averox Pakistan.

      We are an independent provider of software solutions, engineering and
telecommunications network deployment services, systems integration and related
support services. Although our business has primarily focused on standard
solutions and end products for the telecommunications industry, our software
solutions and services are also being marketed and employed in other industries
and areas of our business. We believe that we have established an excellent
reputation for applying specialized and innovative problem-solving skills to a
diverse range of clients and industries.

      The principal services we provide include the design, deployment,
integration, and 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
installation of telecommunications equipment.

      Our information technology professionals develop and promote software that
delivers industry standard-specific solutions. These solutions cover areas such
as telecom billing (retail and interconnect), service activation, mediation,
revenue assurance and fraud management. Our IT solutions are also being used by
customers outside the telecommunications industry. The solutions developed by
our IT professionals for our telecommunications services business address needs
in a wide spectrum of areas such as e-commerce, enterprise resource planning, IT


                                       2
<PAGE>

strategy and consulting, project management and web-based applications such as
content management systems, and Internet and intranet applications.
Additionally, we have built and operate proprietary portals that address needs
in the real estate and trading industries. From time to time, we also provide
outsourced consulting services.

Telecommunication Services and Solutions

Project Planning and Management

      In our telecommunications services business, we offer full project
planning and management, including a broad range of telecommunication products
and services, analyzing existing and future telecommunication needs, assessing
alternatives and implementing telecommunication solutions. Our consultants
design, develop, deploy, integrate test, optimize and manage clients' telecom
projects, providing operational support, customer care, systems integration and
installation of value-added service platforms.

      We manage projects as a primary vendor as well as a subcontractor for
large multinational vendors. As part of our strategy, we are technology and
vendor independent, working with Lucent, Siemens, Nortel Networks, Cisco
Systems, Samsung, Intec Telecom plc, Evolving Systems Inc, L 3 Communication
Systems and Juniper. We believe that not aligning with any single technology or
vendor allows us to objectively evaluate and recommend specific products or
technologies. To date, most of our network engineering and deployment services
have been for telecommunications carriers in Pakistan, although we are actively
marketing our telecommunications services and solutions in Eastern Europe, the
Middle East and the rest of Asia. Our marketing advantage includes our ability
to provide engineering expertise across a wide range of telecommunication
technologies and equipment platforms at competitive prices.

Network Design and Deployment Services

      We provide a range of services for the full design and deployment of
telecommunications networks. Such services include:

      o     Network Engineering. Most calls are ultimately routed through a land
            line network. As a result, the traffic from telecommunications
            networks must be connected with switching centers within the
            networks. We establish the most efficient method to connect sites,
            whether by microwave radio or by landline connections. Our engineers
            are involved in specifying, provisioning and implementing land line
            and wireless network facilities.

      o     Installation and Optimization Services. Our personnel install radio
            frequency equipment, including base station electronics and
            antennas, and recommend and implement location, software and
            capacity changes required to meet the customer's performance
            specifications. We also provide installation and initial
            optimization services for all major cellular and mobile broadband
            wireless air interface standards and equipment manufacturers.


                                       3
<PAGE>

Network Management and Maintenance Services

      Under our network management and maintenance services, we assume
responsibility for the day-to-day optimization and maintenance of
telecommunications networks so that clients can acquire the competence needed to
run their telecommunication solutions in an efficient manner. The relationship
we develop with our customers for this type of outsourcing contract begins with
a team of engineers and other professional and support staff aligned to meet the
customer's specific needs. We take into account such variables as grade of
service, reliability requirements, and geographic layout of the system in
determining the allocation of site maintenance responsibilities between our
service team and the customer's own personnel. We provide staffing to perform
the necessary services for centralized network monitoring and maintenance and
repair of critical network elements, including base station equipment, mobile
switching centers and network operating centers.

The Averox Advantage

      Cost-Effective and Timely Delivery. Because of our physical presence in
our primary target markets and ability to efficiently manage and deliver
projects, we believe that we can provide the same quality solution as a
competing vendor on a more cost-effective basis. In fact, many large
multinational companies have used our services rather than establishing a
physical presence in the region.

      Vendor and Technology Independence. Our ability to use a wide range of
different vendors allows us to offer our customers the most technologically
advanced, objective and appropriate suite of solutions available based solely on
the customer's requirements.

      Ability to provide a customized telecommunications system. In addition to
installing a telecommunication product, unlike many of our competitors, we
integrate that product with the customer's existing internal systems.

      Extensive Technology Expertise. We have expertise in all major
telecommunications technologies, including: PSTN, CDMA, GSM, GPRS, EDGE, EV-DO,
UMTS, WiMax and WiFi. The critical components of our ability to meet customer
expectations include our broad scope of services and our technical expertise.

      Highly Skilled Personnel. We have a staff of highly skilled personnel, a
majority of whom work directly on customer projects. Our technological expertise
and industry knowledge have enabled us to form strong customer relationships
with established carriers and equipment vendors. We believe our expertise in
each of the major telecommunications technologies enhances our ability to
customize services to meet the needs of our customer base.

      Proven Methodology. Our project management process enables us to meet our
customers' needs without compromising project quality. We have a dedicated staff
employed to facilitate efficient feedback of information among the various
specialized activities involved in the design and deployment of a network so
that our project teams work quickly and effectively. Through this coordinated
effort, we are able to continually optimize human resource deployment and
deliver the most efficient and effective solutions on time and within budget.


                                       4
<PAGE>

Information Technology

      Our IT professions are highly skilled in a wide spectrum of information
technology areas, including product development, project management, enterprise
client/server based solutions, e-commerce solutions, IT strategy and consulting,
systems development, systems integration, application management, enterprise
resource planning, customer relationship management, business process
re-engineering, quality management, and Web-based applications, such as content
management systems and Internet and Intranet applications.

Information Technology Services

      As an integral part of our telecommunications network services and
solutions, we provide operations and business software solutions from multiple
vendors, including solutions for telecom billing (retail and interconnect),
service activation, mediation, revenue assurance and fraud management. Because
each customer has different requirements and systems, extensive customization
services are provided to integrate the operations and business software with the
customer's network solutions. We also provide ongoing support for these systems.

      Our ability to provide operations and business solutions differentiates us
from other telecommunications services providers, the services of which are
limited to network installation. Our solutions provide customized integration of
the customer's systems with the network being installed.

Information Technology Products

      Our telecommunications service work led us into the area of proprietary
product development. Originally, we worked with other vendors' proprietary
technology, providing only customized software to integrate these vendors'
products with the client's existing systems. From this work, we recognized that
there were product needs that other vendors' product offerings did not address
and product functionality upon which we could improve. In response, we developed
proprietary products to meet this need, including specific solutions that enable
companies in any industry to manage, synchronize and co-ordinate all customer
communication channels, including the Internet, call centers, field
organizations and partner networks. These products are in a wide range of
domains and provide competitive solutions with a view to assisting clients in
reshaping and managing their businesses more efficiently. Each product can be
offered as a stand-alone solution or packaged as part of an integrated product
offering of our products or combined with other vendors' products.

      The following are some of the more significant products which we offer
both under our brand name or under a customer's private label:


                                       5
<PAGE>

      BMS On-Demand. It has been our experience that many customer relationship
management products fail to meet customer needs and require extensive,
time-consuming customization. BMS On-Demand is a web-based product offering a
complete business solution for sales and marketing automation. BMS On-Demand is
a combination of best-practices in customer relationship management and our
twenty years of experience in dealing with customers and their needs. This
product is intended to replace ineffective customer relationship management
systems and can be installed within a reasonable time.

      DocTrail. We offer a document management solution, DocTrail, that combines
document and records management capabilities into a single, complete offering.
We believe that DocTrail enables a customer to reduce the time, cost and
complexity involved in storing and accessing documents. Our product is designed
to enhance customer service and operational efficiency, improve security and
address regulatory compliance requirements. DocTrail is offered in two versions,
one as a web-based application and the other a network-based application. The
version sold is based upon the customer's business needs.

      Ticket Management System. Our Ticket Management System was developed for
our own internal business requirements. It is a web-based, easy to configure
solution for optimizing every aspect of a company's support service and help
desk processes, including tracking the history of the inquiry, creating an
accessible database of problem resolution, customer management and automatic
email/text message notifications. Our next version of the product will also
include a feature to permit automated telephonic problem notification to ensure
response to critical problems if email/text message notification fails.

E-Commerce Portals

      As part of our professional services, we have managed web portals for our
customers. From this experience we have developed and are operating our own
e-commerce portals. These sites have accumulated an aggregate of approximately
1.8 million hits per month and consist of the following:

      Product Marketing. Tradebuying.com is a web portal for the sale and
purchase of goods and services by a diversified community of individuals,
entrepreneurs and businesses from all over the world. This international
marketplace is designed to help small and mid-sized companies do business on a
universal platform. Tradebuying.com is designed to allow the small and mid-sized
business to expand the market for its products without having to have a physical
presence outside of its domestic market.

      Product procurement and sale. IndentPoint.com is an online trading web
portal. At IndentPoint.com buyers and sellers are provided with an environment
for conducting their business activities. For buyers, Indentpoint.com provides a
facility to search for, compare, evaluate and finally buy products remotely. For
sellers, Indentpoint.com provides a platform for promoting products to a large
consumer base over the Web.

Outsourced Consulting Services

      We also contract with customers that are looking to outsource the
co-ordination, delivery and monitoring aspects of their telecommunication and IT
programs. For these engagements, our approach includes the development of a
comprehensive and complete program; regular updates on project status; project
coordination; financial planning; flexible planning; and the promotion of a
coordinated set of standards, methods and procedures. We provide project
management staff geared towards keeping the implementation of projects running
smoothly. Our project management services offer a variety of packages to support
our programs. These support services cover human resource planning; logistics
and commercial operations; procurement; construction; installation,


                                       6
<PAGE>

commissioning (MSC, BSC and BTS); testing; materials management; and support
services. Support services include 24/7 uninterrupted support; 24 hour helpdesk
coverage; continuous online help and support for technical engineers; and an
inventory of spare parts.

ISO Qualification

      In 2005, we received ISO 9001:2000 certification for our
telecommunications and IT businesses. This certification validates that we are
among an exclusive tier of companies that possess well-defined and integrated
quality measures and comprehensive programs that ensure our services are
provided according to uniform standards that are considered best practices
within the industry. We believe that the certification demonstrates our
dedication to providing high quality services and products to our customers.

Customers

      Our telecommunications and IT customers range from large multinational
companies to local small and medium sized enterprises. Our clients have included
Milicom, Telenor, Orascom Telecom, Lucent Technologies, Siemens, Ericsson,
Nortel Networks, Nokia, Samsung, Ufone and Azure Solutions. For these customers,
we have acted as a primary vendor and as a subcontractor. During the fiscal year
ended June 30, 2007, one customer represented more than 50% of our revenues,
although we have ceased doing business with that customer.

Sales and Marketing

      Our sales focus is to create opportunities to provide our
telecommunication services and product solutions. The majority of our sales
efforts are conducted by direct sales teams. The primary objective of our sales
and marketing efforts is to educate existing and potential customers in the
telecommunication and other industries about the depth and breadth of our
service capabilities, experience and proprietary product solutions. In addition,
we conduct many of our sales activities as a result of responding to requests
for proposals and competitive tenders. Our sales and marketing efforts include
constant interaction with existing and target customers and prospects,
participation in relevant industry bodies, a website presence, presentations at
industry conferences and forums, news releases to the industry and other
marketing initiatives. We educate customers about product offerings, business
needs and implementation contingencies to create solutions that reduce cost,
increase revenue opportunities and comply with governmental regulations.

      Increasingly, we receive business opportunities through business partners
such as Lucent Technologies, Intec Telecom Systems, Argent Networks,
Oscilloquartz and Argela Technologies, who have been selected for larger
solution implementations where our products represent only a portion of the
overall solution or which subcontract our services for implementation. We plan
to continue the approach of working with partners and system integrators in 2007
and beyond.


                                       7
<PAGE>

Product Development and Support

      Our product development efforts are focused on identifying specific
customer business needs, as well as market requirements, and then developing
possible solutions for those needs that leverage our existing product
capabilities. Our product development efforts comprise a combination of design
and development of new products or features to enhance our existing products,
and design and development of new product functionality as identified in our
product "roadmaps," funded as research and development. We usually do not
develop completely new products, major product enhancements or tools until we
have at least one customer who has agreed to license what we will develop.

      We expend amounts on research and development, particularly for new
products and/or for enhancements of existing products. For the years ended June
30, 2007 and 2006, we did not allocate any costs specifically for research and
development.

Competition

      The telecommunications network services and IT solutions markets in which
we compete are highly competitive. Neither market is dominated by a single
company nor a small number of companies. However, a substantial number of
companies offer products and services that overlap and are competitive with
those offered by us. Many of these competitors have greater financial, technical
and marketing resources.

      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. Our ability to obtain
business in the telecommunications network services industry is dependent upon
our ability to offer better strategic concepts and technical solutions, better
value, a faster response, more flexibility or a combination of these factors. We
believe that we are positioned to compete effectively in Eastern Europe, Asia
and the Middle East based on our systems expertise, project management skills
and IT expertise.

      The market for our proprietary solutions is subject to rapid technological
change and changing industry standards. We face continuous demand for improved
product performance, new product features and rapid integration capabilities,
and reduced prices, as well as pressure to accelerate the release of new
products and product enhancements. The market for software solutions is
extremely large. By concentrating our activities on those potential clients
which can most benefit from our solutions, we believe we can effectively market
our solutions. We differentiate ourselves from competitors through a combination
of our telecommunications knowledge, low-cost offshore development, products,
services, integration capabilities and strong customer relationships. Our
telecommunication network services activities give us an opportunity to directly
market our solutions to our network services customers. Furthermore, once a
customer has implemented one of our core software products, we are in a
preferable position, in contrast to our competitors, to develop additional
functionality or react to changes in their business needs by offering additional
products or services.


                                       8
<PAGE>

Intellectual Property Rights

      To date, we have not applied for any patent, trademark, trade name or
copyright protection in any jurisdiction in which we operate. We therefore rely
on common law rights, trade secret laws and confidentiality provisions in our
agreements to prevent the unauthorized disclosure and use of our property.

Employees

      As of September 24, 2007, we had 92 full-time employees, of which 14 were
management, 22 and 27 (respectively) were in IT and telecommunications, 7 were
in sales and marketing and 22 were in administration and finance. All of our
employees are based in either Pakistan, Dubai, UAE and the United Kingdom. From
time to time we also engage independent contractors to assist in our activities.
None of our employees are unionized. We have never experienced a work stoppage
as a result of labour issues, and we believe that our employee relations are
satisfactory.

ITEM 2. DESCRIPTION OF PROPERTY.

      Averox Pakistan maintains its executive offices at a government subsidized
technology park at Suite 7, Ground Floor, Evacuee Trust Complex, F-5/1, Agha
Khan Road, Islamabad, Pakistan, where it occupies 4,600 square feet and pay
approximately $6,100 per month.

      Averox Dubai has established an office in Dubai, UAE at Suite 1101, 11th
Floor, Thuraya 2, Dubai Internet City, where it occupies 800 square feet for
$2,845 per month.

      We consider our current office space adequate for our current operations.

ITEM 3. LEGAL PROCEEDINGS.

      Averox Pakistan is a plaintiff in a suit, in the Court of Civil Judge,
First Class, Islamabad captioned Averox (Private) Limited v. Aircom MEA FZ-LL.
The proceeding arises out of a Partner Agreement dated April 2, 2004, between
the Company and Aircom MEA to provide products/software and related support
services to Ufone and new mobile/cellular companies entering Pakistan markets.
In its complaint, Averox Pakistan is seeking a grant of permanent injunction,
rendition of accounts, damages and the recovery of $1,008,900 for premature
termination/breach of contract and $5,000,000 for additional damages. The case
has not yet gone to trial.

      Averox Pakistan is a plaintiff in a suit in the Court of Civil Judge,
First Class, Islamabad captioned Averox (Private) Limited v. ATIS Systems GmbH.
The proceeding arises out of and connected with an Agreement dated August 28,
2003, between the Company and Nortel Networks (Asia) Limited, to provide system
maintenance and support services to ATIS Systems GmbH. Averox Pakistan is
seeking declaration, temporary and permanent prohibitory and mandatory
injunction, rendition of accounts, and recovery of money/damages worth
$11,300,000, 644,179 Euros and 300,750,000 Rupees for breach of contract and
other damages. The case has not yet gone to trial.


                                       9
<PAGE>

      Except for the foregoing, we are not involved in any legal proceedings
which may have a significant effect on our business, financial position, results
of operations or liquidity, nor are we aware of any proceedings that are pending
or threatened which may have a significant effect on its business, financial
position, results of operations or liquidity.

Available Information

      We file annual, quarterly and current reports, information statements and
other information with the Securities and Exchange Commission (the "SEC"). The
public may read and copy any materials we file with the SEC at the SEC's Public
Reference Room at Station Place, 100 F Street, N.E., Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The address of that
site is http://www.sec.gov.

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

No matters were submitted to a vote of security holders during the fourth
quarter of our fiscal year ended June 30, 2007.


                                       10
<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.

      As of September 24, 2007, there were 27 record holders of our common stock
and there were 10,000,000 shares of our common stock outstanding.

      The following table shows the high and low bid prices of our common stock
as quoted on the OTC Bulletin Board by quarter during each of our last two
fiscal years ended June 30, 2007 and 2006 and for each quarter after June 30,
2007. Our shares did not trade on the OTC Bulletin Board until February 28, 2007
and, accordingly, no activity is reported until this date. These quotes reflect
inter-dealer prices, without retail markup, markdown or commissions and may not
represent actual transactions. The information below was obtained from those
organizations, for the respective periods.

<TABLE>
<CAPTION>
    Fiscal Year
   ended June 30                                Quarter                                 High            Low
--------------------  ------------------------------------------------------------  --------------  ------------
<S>                    <C>                                                          <C>             <C>
       2006            First Quarter .............................................  $n/a            $n/a
                       Second Quarter ............................................   n/a             n/a
                       Third Quarter .............................................   n/a             n/a
                       Fourth Quarter ............................................   n/a             n/a

       2007            First Quarter .............................................  $n/a             n/a
                       Second Quarter ............................................   n/a             n/a
                       Third Quarter (from February 28, 2007).....................   7.50            0.10
                       Fourth Quarter ............................................   7.50            6.65

       2008            First Quarter (through September 24).......................  $7.50           $6.65
</TABLE>

      The high and low bid prices for shares of our common stock on September
24, 2007 was $7.50 and $6.65 per share, respectively, based upon bids that
represent prices quoted by broker-dealers on the OTC Bulletin Board. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commissions, and may not represent actual transactions.

Dividend Policy

      We have not paid any dividends on our common stock to date, although prior
to the consummation of the transactions contemplated by the Exchange Agreement
Averox Dubai and Averox Pakistan paid dividends to their respective
shareholders. We do not intend to pay dividends on our common stock in the near
future. The payment of dividends in the future will be contingent upon our
revenues, earnings, capital requirements and general financial condition. The
payment of dividends is within the discretion of our board of directors. It is
the present intention of our board of directors to retain all earnings for
future investment and use in our business operations. Accordingly, our board of
directors does not anticipate declaring any dividends in the foreseeable future
on our common stock.


                                       11
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

      The following presentation of management's discussion and analysis has
been prepared by our internal management and should be read in conjunction with
our audited financial statements for the years ended June 30, 2007 and 2006,
including the notes thereto. Some of the statements below discuss
"forward-looking" information. Those statements include statements regarding the
intent, belief or current expectations of Averox and our 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.

      We were incorporated under the name Flickering Star Financial, Inc.
("Flickering Star") on November 25, 1996 under the laws of the State of Nevada.
From January 1, 1997 through March 31, 1997, Flickering Star was in its
development stage. It originally intended to act as a finder of individuals who
would serve as credit enhancers for motion picture completion guaranty
contracts. As at December 31, 1996, all funds raised by the sale of shares of
Flickering Star in order to fulfil its initial objective had been expended and,
after March 31, 1997, Flickering Star became dormant.

      On November 6, 2006, in anticipation of the acquisition of Averox Dubai
(including its subsidiary, Averox Pakistan), the corporate name of 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 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.


                                       12
<PAGE>

RESULTS OF OPERATIONS FOR THE FISCAL YEAR ENDED JUNE 30, 2007 AND 2006

      The following table presents the statement of operations for the fiscal
year ended June 30, 2007 as compared to the comparable period of the fiscal year
ended June 30, 2006. The discussion following the table is based on these
results.

                                                        2007            2006
                                                    -----------     -----------
Net Revenue                                         $ 3,611,687     $ 1,626,865

Cost of sales                                         1,265,649         576,954
                                                    -----------     -----------
        Gross profit                                  2,346,038       1,049,911

Bad debts                                             2,023,336         636,983
General and administrative expenses                     845,416         251,556
                                                    -----------     -----------

        Income from operations                         (522,715)        161,372
                                                    -----------     -----------

Other (Income) Expense
        Interest income                                  (7,035)         (2,579)
        Other expense                                        --           5,330
        Interest expense                                 10,357           9,051
        Currency exchange (gains) losses                    415              --
        (Gain) loss on disposal of asset                 (2,785)             --
                                                    -----------     -----------
        Total Other Income                                  951          11,802
                                                    -----------     -----------

        Income before income taxes                     (523,666)        149,570

Provision for income taxes                              117,411         193,246
                                                    -----------     -----------

Net income (loss) before minority interest             (641,077)        (43,676)

Net income (loss) attributable to minority interest      (1,220)           (874)
                                                    -----------     -----------

Net income (loss)                                   $  (639,857)    $   (42,802)
                                                    ===========     ===========

Net sales

      Net revenue for the fiscal year ended June 30, 2007 totaled $3,611,687
compared to $1,626,865 for the fiscal year ended June 30, 2006, an increase of
$1,984,822 or approximately 122%. The increase in revenue was due to an expected
increase in demand from one of our major customers during the fiscal year ended
June 30, 2007. Total revenue from the customer for the fiscal year ended June
30, 2007 was approximately $1,974,785 compared to only $57,326 for the fiscal
year ended June 30, 2006. The Company established a business relationship with
this customer at the end of December 2005 but has since terminated its
relationship with this customer as a result of its failure to pay. At this time
it is unclear as to when or whether the revenues from this customer can be
replaced.

Cost of Sales

      Cost of sales for the fiscal year ended June 30, 2007 totaled $1,265,649,
or approximately 35.0% of net revenue compared to $576,954, or approximately
35.5% of net revenue, for the fiscal year ended June 30, 2006, an increase of
$688,695, or approximately 119%. The increase in dollars was due to the
corresponding increase in net revenue for the fiscal year ended June 30, 2007
and in the number of employees that were hired since June 30, 2006 to meet our
increased sales level.


                                       13
<PAGE>

Operating Expense

      General and administrative expenses for the fiscal year ended June 30,
2007 totaled $2,868,753, or approximately 79.4% of net revenue compared to
$888,539 or approximately 55% of net revenue for the fiscal year ended June 30,
2006, an increase of $1,980,214 or approximately 223%. The increases in general
and administrative expenses were primarily due to the increase in bad debt of
$1,386,353 from the customer described above during the fiscal year ended June
30, 2007, and also due to the increased accounting, legal and other professional
fees related to being a public company.

Income (loss) from Operations

      Income (loss) from operations for the fiscal year ended June 30, 2007
totaled $(522,715) or approximately 14.5% of net revenue compared to $161,372 or
approximately 10% for the fiscal year ended June 30, 2006, a decrease of
$684,087 or approximately 424%. The decrease was primarily due to the increased
operating expenses and bad debt recognized for fiscal year ended June 30, 2007
as compared with 2006.

Interest Expense

      Interest expense for the fiscal year ended June 30, 2007 totaled $10,357
compared to $9,051 for the fiscal year ended June 30, 2006, an increase of
$1,306, or approximately 14.4%. The increase in interest expense is related to
the increase in equipment we have on capital lease since June 30, 2006.

Net Income (loss)

      Net income (loss) for the fiscal year ended June 30, 2007 totaled
$(639,857) compared to $(42,802) for the fiscal year ended June 30, 2006, a
decrease of $597,055 or approximately 1,395%. The increase in net loss was
primarily due reasons stated above under the caption "Income (loss) from
Operations".

LIQUIDITY AND CAPITAL RESOURCES

      Our primary source of liquidity as of June 30, 2007 is our cash on hand
and accounts receivable. We have also received capital from the sale of our
common shares. On November 13, 2006, we entered into the Stock Purchase
Agreement pursuant to which an investor purchased 380,000 shares of common stock
for $2,650,000, of which $150,000 was paid on November 13, 2006 and the balance
is to be paid in installments. As of June 30, 2007, $1,396,521 is still
outstanding.


                                       14
<PAGE>

      Net cash used in operations for the fiscal year ended June 30, 2007 was
$(517,005), as compared to net cash provided by operations of $275,200 during
the same period in 2006. Our cash and cash equivalents were $775,712 and $50,830
as of June 30, 2007 and 2006, respectively. Our current assets totaled
$1,561,312 on June 30, 2007. Our current liabilities were $613,502 on June 30,
2007. Working capital was $947,810 as of June 30, 2007.

      Net cash provided by (used in) investing activities totaled $(9,673) for
the fiscal year ended June 30, 2007, compared with $(4,040) for the fiscal year
ended June 30, 2006. The net cash change was $724,883 and $23,295 for the fiscal
year ended June 30, 2007 and 2006, respectively.

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

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.

Off-Balance Sheet Arrangements

      We have never entered into any off-balance sheet financing arrangements
and have never established any special purpose entities. We have not guaranteed
any debt or commitments of other entities or entered into any options on
non-financial assets.

Inflation

      We do not believe that inflation has had, in the past, or will have in the
future, any significant negative impact on our operations. However, no assurance
can be given that we will be able to offset such inflationary cost increases in
the future.

Quantitative and Qualitative disclosures about Market Risk

      The market risk inherent in our market risk sensitive instruments and
positions are the potential losses arising from adverse changes in interest rate
and foreign currency exchange rates.


                                       15
<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 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


                                       16
<PAGE>

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.

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.


                                       17
<PAGE>

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

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

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

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

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


                                       18
<PAGE>

provisions may not be effective. We currently do not maintain errors and
omissions insurance, which, subject to customary exclusions, would cover claims
resulting from the failure of our software products or services to perform the
function or to serve the purpose intended. As a result, we would be required to
pay the full amount of any claim. Further, defending such a suit, regardless of
its merits, could be expensive and require the time and attention of key
management personnel, either of which could materially harm our business,
financial condition and results of operations. In addition, our business
reputation could be harmed by product liability claims, regardless of their
merit or the eventual outcome of these claims.

General Risks Associated with our Business

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

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

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

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

      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.


                                       19
<PAGE>

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 we acquire and to manage future acquisitions successfully could
seriously harm our operating results. In addition, acquired companies may not
perform as well as we expect, and we may fail to realize anticipated benefits.
In connection with an acquisition, we may issue shares of stock that would
dilute our current stockholders' ownership and incur debt and other costs in
connection with future acquisitions which may cause our quarterly operating
results to vary significantly.

Litigation may harm our business or otherwise distract our management

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

Disclosure of trade secrets could aid our competitors

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


                                       20
<PAGE>

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

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

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

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

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

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

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

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


                                       21
<PAGE>

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

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

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

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

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

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


                                       22
<PAGE>

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.

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, 2006 and the nine months ended March 31, 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:


                                       23
<PAGE>

      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.


                                       24
<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 have 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.


                                       25
<PAGE>

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 June 21, 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 12,
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 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The response to this item is submitted as a separate section of this Report
beginning on page F-1.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

None.

ITEM 8A. CONTROLS AND PROCEDURES.

Evaluation of our Disclosure Controls

      We maintain controls and procedures designed to ensure that information
required to be disclosed in the reports that we file or submit under the
Securities Exchange Act of 1934 (the "Exchange Act"), as amended, is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission. The Chief Executive
Officer and Chief Financial Officer have evaluated the effectiveness of the
Company's disclosure controls and procedures (as defined in Exchange Act Rule
13a-15(e)) as of June 30, 2007 and have concluded that, as of such date, our
disclosure controls and procedures were effective to provide reasonable
assurance that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported with the time periods specified in the Commission's rules and forms.

      There were no significant changes in our internal controls over financial
reporting that occurred during the year ended June 30, 2007, that have
materially affected, or are reasonably like to materially affect, our internal
controls over financial reporting.

      Our management, including the Chief Executive Officer and the Chief
Financial Officer, does not expect that our disclosure controls or our internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, have been detected. Because of the inherent limitations in a cost effective
control system, misstatements due to error or fraud may occur and may not be
detected. We will conduct periodic evaluations of our internal controls to
enhance, where necessary, our procedures and controls.

8B. OTHER INFORMATION.

None.


                                       26
<PAGE>

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

      The following table shows the positions held by our board of directors and
executive officers and their ages as of September 24, 2007.

<TABLE>
<CAPTION>
               Name                    Age                                  Position
               ----                    ---                                  --------
<S>                                    <C>    <C>
Salman Mahmood                         36     Director of Averox; President, CEO of Averox Dubai and Averox Pakistan

Christopher Baker                      60     Director of Averox; Senior Vice President of Development, Averox Dubai

Graham Hill                            61     Director of Averox; Senior Vice President of Sales and Marketing

Maajid Maqbool                         53     Director of Averox Pakistan; Senior Vice President Operations

Yasser Ahmad                           30     Acting Chief Financial Officer
</TABLE>

      Salman Mahmood is a Director and President of Averox. Mr. Mahmood has been
Managing Director of Averox Dubai since November 2004 and Averox Pakistan since
March 2003. From August 2002 to the present, Mr. Mahmood has served as Director
of Averox Consulting plc, a United Kingdom based consulting firm. From August
2003 until January 2004, Mr. Mahmood served as Chief Executive of Maisha plc, a
UK-based software company listed on the Alternative Investment Market of the
London Stock Exchange. From June 2001 to August 2002, Mr. Mahmood served as
Chief Executive of Pearl Micro Solutions ltd., a UK-based software company.

      Christopher Baker is a Director of Averox. Since August 2006, Mr. Baker
has served as Senior Vice President of Development of Averox Dubai. From March
2006 to May 2006, Mr. Baker served as Services Manager at Nokia Networks in
Jakarta, Indonesia. From April 2005 to March 2006, Mr. Baker served as Vice
President, Business Development at Hayat Communications International, a Dubai,
UAE based company which offers services to existing and new license
telecommunication markets. From 2003 to April 2005, Mr. Baker served as
Telecommunications Director of Alan Dick Middle East, a Dubai, UAE based
company, where he was responsible for the development and implementation of the
regional telecommunication business strategy for the Middle East. From May 2003
to June 2003, Mr. Baker served as General Manager of EXi Middle East, a Dubai
based UAE company taken over by Alan Dick Middle East. From August 2002 to May
2003, Mr. Baker served as Operations Consultant to EXi Parsons LLC, a Dallas
based U.S. based company. From 2001 to 2002, Mr. Baker served as General
Manager, Western Europe for EXi GmbH, a Dusseldorf based German company. From
1999 to 2001, Mr. Baker served as General Manager, Central and Eastern Europe of
EXi d.o.o., a Croatian based company. From 1968 to 2001, Mr. Baker served in
various capacities with STC, now Nortel Networks in the United Kingdom, South
Africa and the Philippines.


                                       27
<PAGE>

      Graham Hill has been a Director of Averox Inc. since April 26, 2007 and is
also our Senior Vice President of Sales and Marketing. From March 2004 through
October 2006, Mr. Hill was a sales director for Syndesis Ltd. From April 2003
through February 2004, Mr. Hill was regional sales director of Axiom Ltd. From
March 2002 through April 2003, Mr. Hill was sales director for Portmark
Associates. He is an Honors Graduate in Physics from universities in the UK and
Sweden.

      Maajid Maqbool is Senior Vice President, Operations in Pakistan since
February 19, 2007. He is a senior technology and management professional with
over 23 years of progressive experience in government and business
organizations. From April 2006 to January 2007, he was CEO of Goldmine Software.
From September 2003 through February 2006, he worked as a consultant for
organizations including Pakistan Science Foundation and Wyeth Pakistan Limited.
From May 2001 to July 2003, he served as Chief Operating Officer of Habib Rafiq
Technologies in Lahore. Maajid is a graduate in Computer Sciences (Honors) and
Business Administration from Canada.

      Yasser Ahmad is acting Chief Financial Officer of Averox. Since August
2006, Mr. Ahmad has served as Manager Finance of Averox Pakistan. From September
2005 to August 2006 Mr. Ahmad served as the Finance & Commercial Officer at
Averox Pakistan. From March 2004 to June 2005 Mr. Ahmad worked as Team Lead for
a Mortgage Project for Touchstone, an Islamabad based US company. From September
2002 to December 2002 Mr. Ahmad served as Citiphone Banker for US based Citibank
at their Islamabad Office.

Committees of the Board

      The Board of Directors is the acting Audit Committee. Our Board of
Directors has determined that there is no person on our Board of Directors who
qualifies as an audit committee financial expert as that term is defined by
applicable Securities and Exchange Commission rules. The Board of Directors
believes that obtaining the services of an audit committee financial expert is
not economically rational at this time in light of the costs associated with
identifying and retaining an individual who would qualify as an audit committee
financial expert.

Director Compensation

      There are no special fees, contracts entered into, or payments made in
consideration of any director's service as a director.

Indebtedness of Executive Officers and Directors

      No executive officer, director or any member of these individuals'
immediate families or any corporation or organization with whom any of these
individuals is an affiliate is or has been indebted to us since the beginning of
our last fiscal year.


                                       28
<PAGE>

Family Relationships

There are no family relationships among our executive officers and directors.

Legal Proceedings

      During the past five years, none of our executive officers, directors,
promoters or control persons have been involved in a legal proceeding material
to an evaluation of the ability or integrity of such person.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

      Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"),
as amended, requires our directors and executive officers, and persons who own
more than 10% our outstanding common stock, to file with the SEC, initial
reports of ownership and reports of changes in ownership of our equity
securities. These persons are required by SEC regulations to furnish us with
copies of all the reports they file. To our knowledge, based solely on a review
of the copies of the reports furnished to us and written or oral representations
that no other reports were required for those persons during the fiscal year
ended December 31, 2006, all of our officers, directors and greater than 10%
beneficial owners complied with the reporting requirements of Section 16(a) of
the Exchange Act, with the exception of Salman Mahmood, who failed to timely
file an Initial Statement of Beneficial Ownership on Form 3, Christopher Baker,
who failed to timely file an Initial Statement of Beneficial Ownership on Form
3, Yasser Mirza Ahmad, who failed to timely file an Initial Statement of
Beneficial Ownership on Form 3 and Graham Hill, who failed to timely file an
Initial Statement of Beneficial Ownership on Form 3.

Code of Ethics

      The Company has adopted a Code of Ethics for our Principal Executive
Officer and our Senior Financial Officers. A copy of the Code of Ethics is filed
as Exhibit 14.1 to this Annual Report.

ITEM 10. EXECUTIVE COMPENSATION.

      The following Summary Compensation Table sets forth, for the years
indicated, all cash compensation paid, distributed or accrued for services,
including salary and bonus amounts, rendered in all capacities by our Chief
Executive Officer who is the only executive officer who received or is entitled
to receive remuneration in excess of $100,000 during the stated periods.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
   Name and Principal       Year    Salary (1)    Option Grants        All Other               Total
        Position                        ($)            ($)            Compensation              ($)
                                                                          ($)
------------------------- --------- ------------ ----------------- ---------------------- ---------------
          (a)                (b)        (c)            (e)                (f)                   (g)
------------------------- --------- ------------ ----------------- ---------------------- ---------------
<S>                       <C>          <C>             <C>                         <C>           <C>
Salman Mahmood,           2007         $150,000        Nil                         NA            $150,000
Director of Averox;       2006         $150,000        Nil                         NA            $150,000
President, Managing
Director of Averox
Dubai and Averox
(Pakistan)
---------------------------------------------------------------------------------------------------------
</TABLE>

      (1) Salary represents base salary earned in 2007 and 2006.


                                       29
<PAGE>

Employment Agreements

      Mr. Baker is a party to a Statement of Particulars of Employment with
Averox Dubai and each of Messrs. Baker, Maqbool and Ahmad are parties to a
Statement of Particulars of Employment with Averox Pakistan. Under the terms of
Mr. Baker's employment particulars, dated September 26, 2006, Mr. Baker is
employed at a salary of $5,000 per month, or $60,000 per annum. The agreement
provides Mr. Baker with the opportunity to earn an annual bonus of $150,000 if
he achieves software sales of $2 million or $3 million of network or other sales
with margins of 25% or more. Mr. Baker is entitled to paid holidays, 30 vacation
days per year. Although Mr. Baker's particulars of employment are not for a
fixed term, he is required to give Averox Dubai 4 weeks notice of his intent to
terminate his employment until he has been employed for 2 years. Thereafter, the
notice period increases by one week for each year of continuous employment until
he completes 10 years of continuous employment, after which time he will be
obliged to give Averox Dubai 12 weeks' notice. Conversely, Averox Dubai must
give Mr. Baker 4 weeks notice of termination until he has been continuously
employed for 2 years. Thereafter, the notice entitlement increases by one week
for each year of continuous employment until Mr. Baker has completed 10 years of
continuous employment, after which time he will be entitled to 12 weeks' notice.
Under the terms of the particulars of employment, Mr. Baker is required to
maintain the confidentiality of information he has received.

      Mr. Hill is a party to a certain Employment Contract dated March 15, 2007
between Mr. Hill and Averox FZ-LLC, a wholly-owned subsidiary of the Registrant.
Under the terms of the Employment Contract, Mr. Hill receives a base salary of
$32,671 per annum, a housing allowance of $16,336 per annum and a
transportation/recreation/entertainment allowance of $10,619 per annum. The
agreement provides Mr. Hill with the opportunity to earn an annual bonus of
$150,000 if he achieves software sales of $2 million or $3 million of network or
other sales with margins of 25% or more. Mr. Hill is also eligible to be granted
stock options under option plans which the Registrant may, in the future, adopt
for its employees. Mr. Hill will also receive one airline ticket per year to his
primary residence outside of Dubai and, upon termination of his employment, a
one-way air ticket to his primary residence. The Employment Contract is
terminable by either Mr. Hill or the Registrant at any time upon 30 days notice.

      The terms of the particulars of employment of Messrs. Maqbool and Ahmad
dated February 19, 2007 and December 6, 2005, respectively, they are employed at
a salary of $2,500 and $667 per month, respectively. Mr. Maqbool's agreement
provides him with the opportunity to earn an annual bonus of $150,000 if he
achieves software sales of $2 million or $3 million of network or other sales
with margins of 25% or more. Each is entitled to paid holidays, sick days and 20
vacation days per year. Although the particulars of employment are not for fixed
terms, each is required to give Averox Pakistan 4 weeks notice of his intent to
terminate his employment until he has been employed for 2 years. Thereafter, the
notice period increases by one week for each year of continuous employment until
he completes 10 years of continuous employment, after which time he will be
obliged to give Averox Pakistan 12 weeks' notice. Conversely, Averox Pakistan
must give each four weeks notice of termination until he has been continuously
employed for 2 years. Thereafter, the notice entitlement increases by one week
for each year of continuous employment until such person has completed 10 years
of continuous employment, after which time such person will be entitled to 12
weeks' notice. Under the terms of the Employment Agreement, each of Messrs.
Maqbool and Ahmad is required to maintain the confidentiality of information he
has received.


                                       30
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

      The following table sets forth information regarding the beneficial
ownership of our common stock as of September 24, 2007 by:

o     each person known by us to be the beneficial owner of more than 5% of our
      outstanding shares of common stock;

o     each of our officers and directors; and

o     all of our officers and directors as a group.

      Unless otherwise indicated, we believe that all persons named in the table
have sole voting and investment power with respect to all shares of common stock
beneficially owned by them.

<TABLE>
<CAPTION>
                                                                                    Amount and
                                                                                     Nature of
                                                                                    Beneficial            Percent of
Name and Address of Beneficial Owner(1)                                            Ownership (2)            Class
---------------------------------------------------------------                    -------------            -----

<S>                                                                                   <C>                   <C>
Salman Mahmood                                                                        6,500,000             65.00%

All directors and executive officers as a group (3 individuals)                       6,500,000             65.00%
</TABLE>

(1) Unless otherwise indicated, the business address of Salman Mahmood is Suite
1108, Thuraya II, Dubai Internet City, P.O. Box 502492 Dubai, U.A.E.

(2) Unless otherwise indicated in these footnotes, each stockholder has sole
voting and investment power with respect to the shares beneficially owned. All
share amounts reflect beneficial ownership determined pursuant to Rule 13d-3
under the Exchange Act. All information with respect to beneficial ownership has
been furnished by the respective director, executive officer or stockholder, as
the case may be.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      On September 15, 2006, Averox Dubai and Averox Pakistan declared dividends
payable to Mr. Mahmood in the aggregate amount of $3,022,833. As of June 30,
2007, dividends remaining to be paid amount is $608.

      Mr. Mahmood has received loans from Averox Pakistan from time to time. As
of June 30, 2007 and June 30, 2006 the loan balances were $0 and $1,218,779,
respectively. Mr. Mahmood has also received loans from Averox Dubai from time to
time. As of June 30, 2007 and 2006, the loan balances were $0 and $1,770,459,
respectively. The loans were repaid from the dividends declared on September 15,
2006.


                                       31
<PAGE>

ITEM 13. EXHIBITS.

<TABLE>
<CAPTION>

Exhibit
Number                                             Description of Document

<S>       <C>
3.1       Articles of Incorporation of Averox Inc. (1)

3.2       Articles of Merger with Agreement and Plan of Merger (2)

3.3       By-Laws of Averox Inc. (1)

10.1      Share Exchange Agreement dated October 30, 2006, by and among Averox, Inc., certain shareholders of Averox, Pearl
          Consulting FZ-LLC, a free zone limited liability company organized under the laws of Dubai, UAE, and Salman Mahmood*

10.2      Form of $1,850,000 Promissory Note**

10.3      Form of $650,000 Promissory Note**

10.4      Particulars of Employment dated September 26, 2006 between Averox Dubai and Christopher Baker**

10.5      Particulars of Employment dated February 19, 2007 between Averox Pakistan and Maajid Maqbool**

10.6      Particulars of Employment dated December 6, 2005 between Averox Pakistan and Yasser Ahmad**

10.7      Employment Contract dated March 15, 2007 between Averox FZ-LLC and Graham Hill***

14.1      Code of Ethics*

21.1      Subsidiaries of Small Business Issuer*

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 and 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. *

(1)       Filed as an exhibit to the Registrant's Form 10-SB filed on January 12, 2000 and incorporated herein by reference.

(2)       Filed as an exhibit to the Registrant's Form 8-K filed on November 7, 2006 and incorporated herein by reference.

*         Filed herewith.

**        Filed as an exhibit to the Registrant's Form 8-K filed on November 14, 2006 and incorporated herein by reference.

***       Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on May 2, 2007 and incorporated
          herein by reference.
</TABLE>


                                       32
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

      The aggregate fees billed or expected to billed by Morgenstern, Svoboda &
Baer, CPA, P.C. and Kyle L. Tingle, CPA, the registrant's former principal
account, for professional services rendered for the audit of our annual
financial statements for the fiscal year ended June 30, 2007 and December 31,
2005 (the registrant's former fiscal year-end) and for the reviews of the
interim financial statements included in our Quarterly Reports on Form 10-QSB
were approximately $54,690 and $2,000, respectively.

Audit-Related Fees

      No fees were billed by Morgenstern, Svoboda & Baer, CPA, P.C. or Kyle L.
Tingle, CPA for audit-related services rendered for accounting consultations for
the fiscal years ended June 301, 2007 and December 31, 2005 (the registrant's
former fiscal year-end).

Tax Fees

      No fees were billed by Morgenstern, Svoboda & Baer, CPA, P.C. or Kyle L.
Tingle, CPA for tax services rendered for the fiscal years ended June 30, 2007
and December 31, 2005 (the registrant's former fiscal year-end) (the
registrant's former fiscal year-end).

All Other Fees

      Neither Morgenstern, Svoboda & Baer, CPA, P.C. nor Kyle L. Tingle, CPA
rendered any other services, other than the services described above under
"Audit Fees," "Audit-Related Fees" and "Tax Fees" for the fiscal year ended June
30, 2007 and December 31, 2005 (the registrant's former fiscal year-end).


                                       33
<PAGE>

                                   SIGNATURES

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

                                          AVEROX INC.


Dated: October 9, 2007                    By: /s/ Salman Mahmood
                                              ----------------------------------
                                              Salman Mahmood
                                              Chief Executive Officer


                                          By: /s/ Yasser Ahmad
                                              ----------------------------------
                                              Yasser Ahmad
                                              Chief Financial Officer

<PAGE>

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<S>                                <C>                                                        <C>


/s/ Salman Mahmood                 Chairman, Chief Executive Officer and President            October 9, 2007
--------------------------------   (principal executive officer)
Salman Mahmood


/s/ Yasser Ahmad                   Chief Financial Officer                                    October 9, 2007
--------------------------------   (principal financial and accounting officer)
Yasser Ahmad


/s/ Christopher Baker              Director                                                   October 9, 2007
--------------------------------
Christopher Baker


/s/ Graham Hill                    Director                                                   October 9, 2007
--------------------------------
Graham Hill

</TABLE>

<PAGE>

                          AVEROX, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2007

<PAGE>

                          AVEROX, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2007

                                TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm                       1

Consolidated Balance Sheet                                                    2

Consolidated Statements of Operations                                         3

Consolidated Statements of Cash Flow                                          4

Consolidated Statements Stockholders' Equity                                  5

Notes to Consolidated Financial Statements                                    6

<PAGE>

MORGENSTERN, SVOBODA & BAER, CPA's, P.C.

CERTIFIED PUBLIC ACCOUNTANTS
40 Exchange Place, Suite 1820
New York, NY 10005
TEL: (212) 925-9490
FAX: (212) 226-9134
E-MAIL: MBSCPAs@gmail.com

Board of Directors and Stockholders of
Averox Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Averox Inc. and
Subsidiaries, Inc. (a Nevada corporation) as of June 30, 2007, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the year ended June 30, 2007. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.


We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audit provide a reasonable basis for our opinion.


In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Averox
Inc. and Subsidiaries, Inc. as of June 30, 2007, and the consolidated results of
their operations and their consolidated cash flows for the year ended June 30,
2007, in conformity with U.S. generally accepted accounting principles.


/s/ Morgenstern, Svoboda & Baer CPA's P.C.

Morgenstern, Svoboda & Baer CPA's P.C.
Certified Public Accountants

New York, New York
September 25, 2007

<PAGE>

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

                                     ASSETS

Current Assets
          Cash and cash equivalents                            $        775,712
          Accounts receivable, net                                      607,901
          Other receivables                                              19,200
          Deferred tax asset                                             95,767
          Advances                                                       22,804
          Other current assets                                              929
          Prepaid expenses                                               38,999
                                                               ----------------
                  Total Current Assets                                1,561,312
                                                               ----------------

Property, Plant & Equipment, net                                        128,900
                                                               ----------------

                 Total Fixed Assets                                     128,900
                                                               ----------------

Other Assets
          Intangible asset                                                2,613
          Deposits                                                        8,240
                                                               ----------------

                  Total Other Assets                                     10,854
                                                               ----------------

Total Assets                                                   $      1,701,066
                                                               ================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
          Accounts payable and accrued expenses                $        441,332
          Provision for income tax                                      133,425
          Dividends payable                                                 608
          Current portion of lease obligations                           38,136
                                                               ----------------
                  Total Current Liabilities                             613,502

Lease obligation                                                          7,918
                                                               ----------------
                  Total Liabilities                                     621,420
                                                               ----------------

Minority interest                                                        93,241
                                                               ----------------

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                                    (1,396,521)
          Other comprehensive income                                    167,872
          Retained earnings                                            (408,725)
                                                               ----------------
          Total Stockholder's Equity                                    986,405
                                                               ----------------

Total Liabilities and Stockholder's Equity                     $      1,701,066
                                                               ================

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

<PAGE>

                          AVEROX INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                   FOR THE YEARS ENDED JUNE 30, 2007 AND 2006

<TABLE>
<CAPTION>
                                                                 2007                   2006
                                                              -----------            -----------
<S>                                                           <C>                    <C>
Net Revenue                                                   $ 3,611,687            $ 1,626,865

Cost of sales                                                   1,265,649                576,954
                                                              -----------            -----------

          Gross profit                                          2,346,038              1,049,911

Operating expenses
          Bad debt                                              2,023,336                636,983
          General and administrative expenses                     845,417                251,556
                                                              -----------            -----------
                   Total operating expenses                     2,868,753                888,539
                                                              -----------            -----------

Income (loss) from operations                                    (522,715)               161,372
                                                              -----------            -----------

Other (Income) Expense
          Interest income                                          (7,035)                (2,579)
          Other (income) expense                                       --                  5,329
          Interest expense                                         10,357                  9,051
          Currency exchange (gains) losses                            415                     --
          Gain on disposal of asset                                (2,785)                    --
                                                              -----------            -----------
          Total Other (Income) Expense                                951                 11,801
                                                              -----------            -----------

Income (loss) before income taxes and minority interest          (523,666)               149,571

Provision for income taxes                                        117,411                193,246
                                                              -----------            -----------

Net income (loss) before minority interest                       (641,077)               (43,675)

Net income (loss) attributable to minority interest                (1,220)                  (874)
                                                              -----------            -----------

Net income (loss)                                                (639,857)               (42,802)

Other Comprehensive income
               Foreign Currency Translation                       121,275                (25,176)
                                                              -----------            -----------

Comprehensive Income (Loss)                                   $  (518,582)           $   (67,978)
                                                              ===========            ===========

Basic & diluted net income per share                          $    (0.64)            $    (0.007)
                                                              ===========            ===========

Weighted average shares of share capital outstanding
  - basic & diluted                                            10,000,000              6,500,000
                                                              ===========            ===========
</TABLE>

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

<PAGE>

                          AVEROX INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2007 AND 2006

<TABLE>
<CAPTION>
                                                                                             2007               2006
                                                                                         -----------        -----------
<S>                                                                                      <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
           Net loss                                                                      $  (639,857)       $   (42,802)

           Adjustments to reconcile net income to net cash
              provided by operating activities:
           Bad debts                                                                       2,023,336            636,983
           (Gain) loss on sales of fixed assets                                               (2,785)                --
           Depreciation                                                                       42,623             46,365
           Minority interest                                                                  (1,220)              (874)

           (Increase) / decrease in assets:
             Accounts receivable                                                          (2,411,688)          (581,409)
             Other receivables, deposits and prepaid expenses                                239,375            (85,361)

           Increase / (decrease) in liabilities:
             Accounts payable and accrued expenses                                           297,810            109,051
             Provision for income tax                                                        (64,599)           193,246
                                                                                         -----------        -----------

           Net cash provided by (used in) operations                                        (517,005)           275,200
                                                                                         -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES
           Sale of property & equipment                                                       13,682                 --
           Acquisition of intangible assets                                                   (3,446)                --
           Acquisition of property & equipment                                               (19,909)            (4,040)
                                                                                         -----------        -----------

           Net cash provided by (used in) investing activities                                (9,673)            (4,040)
                                                                                         -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES
           Receivable from related parties                                                        --           (203,360)
           Proceeds from subscription receivable                                           1,253,445                 --
           Issuance of shares                                                                 68,075                 --
           Dividend paid                                                                     (16,000)                --
           Payment on capital lease                                                          (50,809)           (44,051)
                                                                                         -----------        -----------

           Net cash provided by (used in) financing activities                             1,254,711           (247,411)
                                                                                         -----------        -----------

           Effect of exchange rate changes on cash and cash equivalents                       (3,151)              (455)
                                                                                         -----------        -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                         724,883             23,295

CASH AND CASH EQUIVALENTS, BEGINNING BALANCE                                                  50,830             27,536
                                                                                         -----------        -----------

CASH AND CASH EQUIVALENTS, ENDING BALANCE                                                $   775,712        $    50,830
                                                                                         ===========        ===========

SUPPLEMENTAL DISCLOSURES:

           Cash paid during the three months for:

                Interest paid                                                            $    10,357        $     9,051
                                                                                         ===========        ===========

                Income tax paid                                                          $     7,998        $   133,987
                                                                                         ===========        ===========
</TABLE>

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

<PAGE>

                          AVEROX INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                   FOR THE YEARS ENDED JUNE 30, 2007 AND 2006

<TABLE>
<CAPTION>

                                                                 Capital Stock     Additional     Comprehensive
                                                     Shares         Amount      Paid in Capital      Income
                                                 -------------   -------------  ---------------   -------------
<S>                                              <C>             <C>            <C>               <C>
Balance June 30, 2005                               6,500,000    $    24,055    $                 $         --

Foreign currency translation loss                                         --               --           46,597

Net loss for the fiscal year ended June 30, 2006                          --               --               --

                                                 ------------    -----------   --------------     ------------

 Balance June 30, 2006                              6,500,000         24,055               --           46,597
                                                 -------------------------------------------------------------

Dividend declared

Change due to recapitalization                      3,120,000         14,425          (64,701)

Shares issued for subscription receivable             380,000          1,520        2,648,480

Foreign currency translation loss                                         --               --          121,275

Subscription receivable

Net loss for the fiscal year ended June 30, 2007                          --               --               --
                                                 ------------    -----------   --------------     ------------

 Balance June 30, 2007                             10,000,000    $    40,000   $    2,583,779     $    167,872
                                                 ============    ===========   ==============     ============

<CAPTION>
                                                                                          Total
                                                 Subscription   (Accumulated deficit)  Stockholders'
                                                  Receivable      Retained Earnings       Equity
                                                 ------------   ---------------------  -------------
<S>                                              <C>               <C>                 <C>
Balance June 30, 2005                            $          --     $    3,280,092      $   3,304,147

Foreign currency translation loss                           --                 --             46,597

Net loss for the fiscal year ended June 30, 2006            --            (42,802)           (42,802)

                                                 -------------    ---------------      -------------

Balance June 30, 2006                                       --          3,237,291          3,307,943
                                                 -------------    ---------------      -------------

Dividend declared                                                      (3,022,833)        (3,022,833)

Change due to recapitalization                                             16,674

Shares issued for subscription receivable           (2,650,000)                                   --

Foreign currency translation loss                           --                 --            121,275

Subscription receivable                              1,253,479                             1,253,479

Net loss for the fiscal year ended June 30, 2007            --           (639,857)          (639,857)
                                                 -------------    ---------------      -------------

 Balance June 30, 2007                           $  (1,396,521)   $      (408,725)     $     986,405
                                                 =============    ===============      =============
</TABLE>

<PAGE>

                          AVEROX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007

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

                                       3
<PAGE>

Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Basis of Presentation

      The accompanying consolidated financial statements have been prepared in
      conformity with accounting principles generally accepted in the United
      States of America. The Company's functional currency is the Pakistan Rupee
      (PKR); however the accompanying consolidated financial statements have
      been translated and presented in United States Dollars ($).

      Exchange Gain (Loss)

      During the fiscal years ended June 30, 2007 and 2006, 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 June 30, 2007 and 2006, the accounts of Averox Pakistan were
      maintained, and its financial statements were expressed, in Pakistan Rupee
      (PKR). Such financial statements were translated into U.S. Dollars (USD)
      in accordance with Statement of Financial Accounts Standards ("SFAS") 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).

      Use of Estimates

      The preparation of financial statements in conformity with generally
      accepted accounting principles in the United States ("GAAP") requires
      management to make certain 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. Significant estimates
      include collectibility of accounts receivable, accounts payable, sales
      returns and recoverability of long-term assets.

      Principles 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.

      Advertising Costs

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

      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.

                                       4
<PAGE>

      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 year ended June 30, 2007
      and 2006.

      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.

      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.

      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 $348,909 as of June 30, 2007.

      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


                                       5
<PAGE>

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

                                                       6/30/2007
                                                       ---------
            Furniture & Fixtures                       $  38,767
            Office equipment                              78,996
            Motor vehicles                               112,157
                                                       ---------
                                                         229,920

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

            Total                                      $ 128,900
                                                       =========

      Depreciation expense was $42,623 and $46,365 for the years ended June 30,
      2007 and 2006.

      Capital Leases
      Included in Property, Plant and Equipment, as of June 30, 2007, are
      $137,759 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 ("SFAS") 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 June 30, 2007 Intangible Assets consist of the following:

                Software                        $    2,613
                                                ----------
                                                     2,613

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

                                       6
<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 June 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 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.

                                       7
<PAGE>

      In September 2006, FASB issued SFAS 157 'Fair Value Measurements'. This
      Statement defines fair value, establishes a framework for measuring fair
      value in generally accepted accounting principles (GAAP), and expands
      disclosures about fair value measurements. This Statement applies under
      other accounting pronouncements that require or permit fair value
      measurements, 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 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, 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.

                                       8
<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 June 30, 2007, prepaid expenses comprised of the following:

                                                        June 30, 2007
                                                        -------------
                Prepaid expenses to suppliers                  $6,299
                Prepaid rent                                   32,700

                                                        -------------
                Total                                         $38,999
                                                        =============

Note E - ADVANCES

      As of June 30, 2007, advances comprised of the following:

                                                        June 30, 2007
                                                        -------------
                Advances to employees                        $22,304
                Misc. advances                                   500

                                                        ------------
                Total                                        $22,804
                                                        ============

                                       9
<PAGE>

Note F - ACCOUNTS PAYABLE & ACCRUED EXPENSES

      As of June 30, 2007, accounts payable & accrued expenses comprised of the
      following:

      Accounts payable and accrued expenses    $414,166
      Employee benefits                          19,980
      Sales tax                                   7,186
                                               --------
      Total                                    $441,332
                                               ========

Note G - INCOME TAXES

      Pearl Pakistan is governed by the Income Tax Laws of the Pakistan.
      Pursuant to the Central Board of Revenue Government of Pakistan, Pearl
      Pakistan is subject to a tax rate of 39%.

      The following is a reconciliation of income tax expense:

      6/30/2006
      ---------
      Current                                   213,087
      Deferred                                  (95,676)
                                              ---------
      Total                                   $ 117,411
                                              =========

      6/30/2006
      ---------
      Current                                 $  23,251
      Deferred                                  169,995
                                              ---------
      Total                                   $ 193,246
                                              =========

      Deferred income taxes are reported using the liability method. Deferred
      tax assets are recognized for deductible temporary differences and
      deferred tax liabilities are recognized for taxable temporary differences.
      Temporary differences are the differences between the reported amounts of
      assets and liabilities and their tax bases. Deferred tax assets are
      reduced by a valuation allowance when, in the opinion of management, it is
      more likely than not that some portion or all of the deferred tax assets
      will not be realized. Deferred tax assets and liabilities are adjusted for
      the effects of changes in tax laws and rates on the date of enactment.

Note H - DIVIDEND PAYABLE

      Averox Dubai allocated a part of its retained earnings as dividend payable
      to its shareholder, Salman Mahmood, as approved per the shareholder's
      meeting. The dividend payable amounted to approximately $3,022,833. This
      dividend was approved by the Shareholders before the acquisition of Averox
      Pakistan and its parent company by the public entity. As of June 30, 2007,
      dividend payable amount to $608.

Note I- 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 June 30, 2007, the Company had borrowings outstanding in the
      aggregate amount of $46,054, 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


                                       10
<PAGE>

                                                            June 30,
                                                            --------
                                                    2008    $ 46,633
                                                    2009      17,169
                                                            --------
      Total minimum lease payment                             63,802
      Less amount representing interest                      (17,748)
                                                            --------
      Present value of minimum lease payments                 46,054
      Less current maturity of capital lease obligations     (38,136)
                                                            --------
      Long term capital lease obligations                   $  7,918
                                                            ========

Note J - 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 June 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 $11,300,000, Euros $644,179 and Pak
      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 June 30, 2007.

Note K - OTHER COMPREHENSIVE INCOME

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

                                               Accumulated Other
                                               Comprehensive loss
                                               ------------------
      Balance at June 30, 2006                 $           46,597
      Change for the fiscal year ended 2007               121,275
                                               ------------------
      Balance at June 30, 2007                 $          167,872
                                               ==================


                                       11
<PAGE>

Note L- COMMITTMENTS

      The Company leases various office facilities under operating leases that
      terminate on various dates. Rental expense for this lease consisted of
      $85,603 for the year ended June 30, 2007. The Company has future minimum
      lease obligations as follows:

      2008                 $ 78,422
      2009                   86,577
      2010                   94,892
                           --------
      Total                $259,891
                           ========

Note M - MAJOR CUSTOMERS AND VENDORS

      For the year ended June 30, 2007 we had three customers which accounted
      for approximately 85% of our sales. There was approximately $356,850 in
      receivable from these customers as of June 30, 2007. For the year ended
      June 30, 2007 we had three vendors which accounted for approximately 52 %
      of our purchases. As of June 30, 2007, there are no amounts payable to
      these vendors.

Note N - 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 O - 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
      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 June 30,
      2007, $1,396,521 is still outstanding.


                                       12