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

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

                                   FORM 10-KSB

                                   (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, 2008

     |_| 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 Identification No.)
     incorporation or organization)

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

                               +92 (0) 51 211 0755
                (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 or any
amendment to this Form 10-KSB. |X|

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

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

The issuer's total consolidated revenues for the fiscal year ended June 30, 2008
were $826,300.

The aggregate market value of the common equity held by non-affiliates of the
registrant was $24,500,000 as of September 30, 2008.

The number of shares outstanding of the registrant's common equity as of
September 30, 2008 was 10,000,000 shares.

<PAGE>

                                   AVEROX INC.

                         2008 FORM 10-KSB ANNUAL REPORT

                                TABLE OF CONTENTS

                                     PART I

<TABLE>
<S>                                                                                                  <C>
ITEM 1.    DESCRIPTION OF BUSINESS....................................................................1
ITEM 2.    DESCRIPTION OF PROPERTY....................................................................7
ITEM 3.    LEGAL PROCEEDINGS..........................................................................7
ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........................................8

                                               PART II

ITEM 5.    MARKET  FOR  REGISTRANT'S  COMMON  EQUITY,  RELATED  STOCKHOLDER  MATTERS  AND  ISSUER
           PURCHASES OF EQUITY SECURITIES.............................................................9
ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.................................10
ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............................................23
ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE......23
ITEM 8A.   CONTROLS AND PROCEDURES...................................................................23
ITEM 8B.   OTHER INFORMATION.........................................................................25

                                              PART III

ITEM 9.    DIRECTORS  AND  EXECUTIVE  OFFICERS,  PROMOTERS AND CONTROL  PERSONS;  COMPLIANCE  WITH
           SECTION 16(A) OF THE EXCHANGE ACT.........................................................26
ITEM 10.   EXECUTIVE COMPENSATION....................................................................27
ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED  STOCKHOLDER
           MATTERS...................................................................................28
ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................................28
ITEM 13.   EXHIBITS..................................................................................29
ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES....................................................30
</TABLE>


                                        i
<PAGE>

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.

                                     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. Effective as of March 31, 2008, Averox ceased
its operation in Dubai and Averox Dubai become dormant. On March 31, 2008,
Averox Dubai transferred the shares of Averox Pakistan owned by it to Averox
Inc., subject only to regulatory approvals. Upon completion of such transfer,
Averox Pakistan will become a wholly-owned subsidiary of Averox Inc. 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, alternative
energy solutions 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.

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

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

<PAGE>

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

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

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

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

Telecommunication Services and Solutions

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.

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.


                                       2
<PAGE>

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, L3 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.

The Averox Advantage

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 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 operations software
solutions, or OSS, and business software solutions, or BSS, for 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.

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.

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.

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.


                                       3
<PAGE>

Information Technology Services

      As an integral part of our telecommunications network services and
solutions, we provide OSS and BSS 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 OSS/BSS 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 these needs, 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:

o     Provisus(TM). On August 5, 2008, we acquired from Provisus Ltd. a product
      currently under development named Provisus(TM) which provides service
      activation and provisioning technology to telecom operators. Prior to our
      acquisition of the product, we were licensed to sell the product. The
      Provisus(TM) product is expected to be tested by one of the world's
      leading mobile (3G/GSM) operators. If the testing of the product is
      successful, we believe that the operator will sublicense the product and
      that Provisus(TM) will be attractive to other telecommunications
      providers. The Provisus(TM) product has worldwide application for both
      fixed and mobile telecommunications. However, even if the Provisus(TM)
      product is successfully tested, it will take at least six to nine months
      before Averox derives any significant license fees from this product.

o     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.

o     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.


                                       4
<PAGE>

o     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.

Alternative Energy Solutions

      We have recently entered the solar and wind powered generators market in
response to a growing demand for reliable electricity sources in remote or rural
locations and to counter shortages and increasing prices of oil and gas. We
offer a range of wind and solar powered generators that can be used to produce
clean and inexpensive power for domestic and commercial use. These small,
portable generators are designed for use as an alternative or emergency power
source for telecommunications and other commercial applications in locations
where grid-based power is expensive, unreliable or unavailable. These turbines
can be connected to the meter at a base transceiver station (BTS), house,
school, office, apartment building, farm, factory, hotel or other locations
where the electricity consumption falls within the production capacity of these
turbines. This market is growing exponentially due to the increasing global
demand for alternative energy sources. Recent estimates for wind-based
applications suggest that annual growth for this market will exceed 25% per year
over the next several years.

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 including Tradebuying.com, IndentPoint.com and
DealBuying.com. These sites have accumulated an aggregate of approximately 1.8
million hits per month.

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,
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.

      We have recently established a SAP consultancy division to address the
large and growing demand for enterprise in resource planning software services.
SAP refers to the wide range of enterprise planning software. SAP software is
the leading business process improvement solution and is used by major companies
covering telecom, manufacturing, finance and government. The worldwide market
for SAP solutions and services is currently running at one billion US dollars
per year for licenses and professional services to over 75,000 customers for
business process improvement covering the telecommunication, manufacturing and
financial sectors.

ISO Qualification

      In 2007, 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.


                                       5
<PAGE>

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, Warid Telecom and Azure Solutions. For
these customers, we have acted as a primary vendor and as a subcontractor.
During the fiscal year ended June 30, 2008, two customers accounted for 65% of
our revenues.

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 businesses such as
Proven Energies, Tekelec, eServe Global, Connectiva, CRX, Neural Technologies
and Intec Telecom Systems, 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 2008
and beyond.

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, 2008 and 2007, 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.


                                       6
<PAGE>

      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 solutions is subject to rapid technological change and
changing industry standards. We face growing 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.

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 26, 2008, we had 89 full-time employees, of which two are
in Management, 20 are in human resources and administration, four in finance and
accounts, three in marketing and sales, 19 and 39, are in IT and
telecommunications, respectively, and two are in networking. All of our
employees are based in either Pakistan, Dubai, United Arab Emirates 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 labor 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 House No. 381, Street 13, F-10/2, Islamabad Pakistan, where
it occupies 666 square yards (1,998 square feet) and pay approximately $1,666
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.


                                        7
<PAGE>

The rights to both of these cases have been assigned to Provisus Ltd. in partial
consideration for our purchase of the Provisus software product, subject to the
filing of paperwork for court approval.

      With the exception of the above, we are not involved in any legal
proceedings which may have a significant affect on our business, financial
position, results of operations or liquidity, nor are we aware of any
proceedings that are pending or threatened which may have a significant affect
on 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 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, 2008.


                                       8
<PAGE>

                                     PART II

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

      As of September 23, 2008, there were 15 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, 2008 and 2007 and for each quarter after June 30,
2008. Our shares did not trade on the OTC Bulletin Board until February 28, 2008
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>
                  Quarter                                                        High                 Low
-----------------------------------------------------------------------          ----                 ----
<S>               <C>                                                            <C>                  <C>
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........................................          7.50                 6.90
                  Second Quarter.......................................          7.50                 6.90
                  Third Quarter........................................          7.50                 6.89
                  Fourth Quarter.......................................          7.49                 6.90

2009              First Quarter                                                  7.50                 5.00
                  Second Quarter (through September 30, 2008)                    7.00                 7.00
</TABLE>

      The high and low bid prices for shares of our common stock on September
23, 2008 was $7.50 and $5.00 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.

Subsequent Events

We intend to effect a 10-for-1 stock split of the our common stock on October
25, 2008. The split will be effected through an amendment to our articles of
incorporation. Pursuant to the amendment, each outstanding share of common stock
would be converted into ten outstanding shares of our common stock so that there
will be 100,000,000 shares of common stock outstanding when the split becomes
effective on October 25, 2008.


                                       9
<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, 2008 and 2007,
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 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
(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.

      Effective as of March 31, 2008, Averox ceased its operation in Dubai and
Averox Dubai become dormant. On March 31, 2008, Averox Dubai transferred the
shares of Averox Pakistan owned by it to Averox Inc., subject only to minor
regulatory approvals. Upon such transfer, Averox Pakistan will become a
wholly-owned subsidiary of the Company.

      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.


                                       10
<PAGE>

RESULTS OF OPERATIONS FOR THE FISCAL YEAR ENDED JUNE 30, 2008 AND 2007

      The following table presents the statement of operations for the year
ended June 30, 2008 as compared to the comparable period ended June 30, 2007.
The discussion following the table is based on these results.

                                                       2008            2007
                                                    -----------     -----------

Net Revenue                                         $   826,300     $ 3,611,687

Cost of sales                                           927,101       1,265,649
                                                    -----------     -----------
            Gross profit                               (100,801)      2,346,038

Bad debts                                               284,700       2,023,336
General and administrative expenses                   1,441,571         845,416
                                                    -----------     -----------

            Income from operations                   (1,827,072)       (522,714)
                                                    -----------     -----------

Other (Income) Expense
            Interest income                              (4,052)         (7,035)
            Other income (expense)                       14,198               0
            Interest expense                              4,141          10,357
            Currency exchange (gains) losses                 60             415
            (Gain) loss on disposal of asset                (99)         (2,785)
                                                    -----------     -----------
            Total Other Income                           14,248             952
                                                    -----------     -----------

            Income before income taxes               (1,841,320)       (523,666)

Provision for income taxes                              102,630         117,411
                                                    -----------     -----------

Net income                                          $(1,943,950)    $  (641,077)
                                                    ===========     ===========

Net revenue

      Net revenue for the year ended June 30, 2008 totaled $826,300 compared to
$3,611,687 for the year ended June 30, 2007, a decrease of $2,785,387, or
approximately 77%. The decrease in sales was primarily due to political turmoil
in Pakistan. Sales revenue from existing and new clients were delayed or
canceled due to political turmoil in Pakistan over the last year. Due to
continuous lawyer strikes, court operations were seriously affected in Pakistan.
This resulted in increased credit defaults and payment delays from clients.
Averox had to decline a number of high risk business opportunities requiring
credit terms to avoid bigger losses.

Cost of Sales

      Cost of sales for the year ended June 30, 2008 totaled $927,101, or 112%
of net revenue, compared to $1,265,649, or 35% of net revenue, for the year
ended June 30, 2007, a decrease of $338,548, or approximately 26.7%. The
decrease in the dollar amount was due to the decrease in sales for the reasons
listed above. The increase in the percentage of cost of sales to net revenue, on
the other hand, was primarily due to unforeseeable delays at project sites due
to security issues of workers at these sites where work was being executed. Such
delays hampered the completion deadlines of the projects leading to an increase
in costs. Also, unanticipated surges in prices of fuel, steel and other key
components of our raw materials also significantly increased material costs and
overhead.

Operating Expense

      General and administrative expenses for the year ended June 30, 2008
totaled $1,441,571, or approximately 174% of net revenue, compared to $845,416,
or approximately 23% of net revenue, for the year ended June 30, 2007, an
increase of $596,155, or approximately 71%. The increase in general and
administrative costs during the year ended June 30, 2008 was mainly caused by
the setup of a new office in Dubai. The costs related to the new Dubai office
were approximately $425,000. This included costs such as new employee hiring,
trade license, office rent, insurance costs, promotions, etc. The Company has
since ceased its Dubai operations.


                                       11
<PAGE>

      Bad debts for the year ended June 30, 2008 were $284,700 compared to
$2,023,336 for the year ended June 30, 2007, a decrease of $1,738,636, or
approximately 86%. The main reason for the strong decrease in bad debts compared
to the past year is the new policy implemented by the Company regarding order
acceptance as a consequence of the political turmoil in Pakistan. In order to
avoid risk of credit default, the Company decided to only accept orders from
clients that were willing to pay upfront, which significantly reduced payment
default.

Income (loss) from Operations

      Loss from operations for the year ended June 30, 2008 totaled
($1,827,072), or approximately (221%) of net revenue, compared to loss from
operations of ($522,714), or approximately (14.5%) of net revenue, for the year
ended June 30, 2007, an increase of $1,304,358, or approximately 250%. The
increase in loss from operations was primarily due to the reasons stated above.

Other income (expenses)

      Other expenses for the year ended June 30, 2008 totaled $14,248, or
approximately 1.7% of net revenue, compared to $952, or approximately 0% of net
revenue, for the year ended June 30, 2007. An increase of $13,296, or
approximately 1,398%. The increase in other expenses has to do primarily with
the write off of uncollectible accounts for an amount of $14,198.

Net Income (Loss)

      Net loss for the year ended June 30, 2008 totaled ($1,943,950) compared to
($641,077) for the year ended June 30, 2007, an increase of $1,302,873, or
approximately 203%. The increase in net loss was primarily due to reasons
described above.

LIQUIDITY AND CAPITAL RESOURCES

      Our primary source of liquidity as of June 30, 2008 is our cash on hand
and accounts receivable. Net cash used in operations for the year ended June 30,
2008 was $1,511,025, as compared to net cash used in operations of $517,005
during the same period in 2007. Our cash and cash equivalents were $16,520 and
$775,712 as of June 30, 2008 and 2007, respectively. Our current assets totaled
$405,420 and $1,561,313 as of June 30, 2008 and 2007, respectively. Our current
liabilities were $577,065 and $613,502 as of June 30, 2008 and 2007,
respectively. Working capital was $(171,646) and $947,811 as of June 30, 2008
and 2007, respectively.

      Net cash used in investing activities totaled ($68,739) for the year ended
June 30, 2008, compared to ($9,673) for the year ended June 30, 2007.

      Net cash provided by financing activities totaled $881,928 for the year
ended June 30, 2008, compared to $1,254,711 for the year ended June 30, 2007.
The net cash change was $(759,191) and $724,883 for the years ended June 30,
2008 and 2007, respectively.

      On November 13, 2006, the Company 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 to be paid on November 13, 2006 and the
balance is to be paid in installments. As of March 31, 2008, $477,524 was still
owed to the Company.

      We will continue to evaluate alternative sources of capital to meet our
growth requirements, including other asset or debt financing, issuing equity
securities and entering into other financing arrangements. There can be no
assurance, however, that any of the contemplated financing arrangements
described herein will be available and, if available, can be obtained on terms
favorable to us. As more particularly described under the section titled "Risk
Factors", there is substantial doubt about our ability to continue as a going
concern and we may be forced to curtail our business.


                                       12
<PAGE>

Working Capital Requirements

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

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.

                                  Risk Factors

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

Risks Associated with our Financial Needs

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

      We do not currently have significant cash reserves. Although we have a
subscription receivable for $477,524, our ability to fund our operations is
dependent at the present time on collections of our accounts receivable. We have
experienced difficulties in the recent past with collecting on our receivables.
Until we receive the proceeds from our subscription receivable, the failure of
our customers to timely pay accounts receivable could force us to curtail our
operations. Accordingly, our auditors have qualified their report on our
financials statements by expressing substantial doubt about our ability to
continue as a going concern.

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

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


                                       13
<PAGE>

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

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

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

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

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

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

      At the current market price of $7.00 per share, we would issue 713,285
shares, or 6.66% of our stock on a fully diluted basis. If our stock price were
below $7.00 per share, the dilution of our stock would be more significant.

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.


                                       14
<PAGE>

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

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

Changes in the price of raw materials, such as steel, can have a large impact on
our profitability

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

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

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

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.


                                       15
<PAGE>

Risks related to our IT business

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

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

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

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

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

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

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

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


                                       16
<PAGE>

products and product enhancements. The market for software solutions is
extremely large. Our existing and potential competitors include many domestic
and international companies, including some competitors that have substantially
greater financial, manufacturing, technological, marketing, distribution and
other resources, larger installed customer bases and longer-standing
relationships with customers than we do.

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

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

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

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

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

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


                                       17
<PAGE>

General Risks Associated with our Business

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

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

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

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

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

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

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

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

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


                                       18
<PAGE>

Litigation may harm our business or otherwise distract our management

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

Disclosure of trade secrets could aid our competitors

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

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

      The laws of Pakistan where most of our operations are conducted do not
protect 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 information.

In the event that we are infringing upon the 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 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.


                                       19
<PAGE>

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

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

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

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

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

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

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

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

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

      Some of our customers retain us on a short-term, engagement-by-engagement
basis in connection with specific projects, rather than on a recurring basis
under long-term contracts. Although a substantial majority of our revenues are
generated from repeat business, which we define as revenue from a client who
also contributed to our revenue during the prior fiscal year, our engagements
with our clients are typically for projects that are singular in nature.
Therefore, our revenues may fluctuate significantly from year to year. As a


                                       20
<PAGE>

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

      o     difficulties in building and managing foreign operations including,
            without limitation, management and contracts administration
            processes;
      o     regulatory uncertainties in foreign countries, including changing
            regulations and delays in telecommunications carriers to build out
            their networks in various locations;


                                       21
<PAGE>

      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.

Risks of owning our shares

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

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

The market price of our shares is expected to be volatile

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

      o     fluctuations in our financial results;
      o     our actions, and the actions of our customers and competitors,
            including announcements of new products, product enhancements,
            technological innovations or new services;
      o     other factors affecting the telecommunications and information
            technology industries in general;


                                       22
<PAGE>

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

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

      If our stockholders sell substantial amounts of our common stock, the
market price of our common stock could fall. As of September 23, 2008, we had
10,000,000 shares of common stock outstanding. Although 6,880,000 of our shares
constitute restricted securities under the Securities Act, after November 12,
2008, 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 and Procedures

      We have adopted and maintain disclosure controls and procedures (as such
term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) that are designed to ensure that
information required to be disclosed in our reports under the Exchange Act, is
recorded, processed, summarized and reported within the time periods required
under the SEC's rules and forms and that the information is gathered and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.

      As required by SEC Rule 15d-15(b), our Chief Executive Officer and Chief
Financial Officer carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures pursuant to Exchange Act
Rule 15d-14 as of the end of the period covered by this report. Based on the
foregoing evaluation, they have concluded that as of June 30, 2008, our
disclosure controls and procedures are effective.

Management's Annual Report on Internal Control Over Financial Reporting.

      Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over
financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles. Our internal control over financial reporting includes those
policies and procedures that


                                       23
<PAGE>

      (i) pertain to the maintenance of records that, in reasonable detail,
      accurately and fairly reflect the transactions and dispositions of our
      assets;

      (ii) provide reasonable assurance that transactions are recorded as
      necessary to permit preparation of financial statements in accordance with
      generally accepted accounting principles, and that our receipts and
      expenditures are being made only in accordance with authorizations of our
      management and Directors;

      (iii) provide reasonable assurance that receipts and expenditures are
      being made only in accordance with appropriate authorization of management
      and the Board of Directors; and

      (iv) provide reasonable assurance regarding prevention or timely detection
      of unauthorized acquisition, use or disposition of our assets that could
      have a material effect on our financial statements.

      In connection with the preparation of this Form 10-KSB, our Chief
Executive Officer and Chief Financial Officer (our "Certifying Officers")
conducted an evaluation of the effectiveness of our internal control over
financial reporting as of June 30, 2008 based on the framework established in
Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") and on the criteria set forth
in Release No. 33-8238 entitled "Management's Reports on Internal Control over
Financial Reporting and Certification of Disclosure in Exchange Act Periodic
Reports". As a result of that evaluation, management identified the following
material weakness in our internal controls over financial reporting as of June
30, 2008:

      Insufficient Administrative Personnel: The Company has been operated by a
      small staff. The utilization of such a small staff may sometimes preclude
      segregation of duties and levels of review and approval that are the
      cornerstones of sound internal control systems. In addition, the members
      of the Company's staff who are responsible for financial reporting are not
      sufficiently familiar with the requirements imposed by the Exchange Act.

      A material weakness is a deficiency, or a combination of deficiencies, in
internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of the Company's annual or interim
financial statements will not be prevented or detected on a timely basis.

      Based on our evaluation and the criteria set forth in the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO") and Release No.
33-8238, we have concluded that, as of June 30, 2008, our internal control over
financial reporting is not effective. This annual Report on Form 10-KSB does not
include an attestation report of our registered public accounting firm regarding
internal control over financial accounting. Management's report was not subject
to attestation by our registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permits us to provide only
management's report in this annual report.

      Our management has taken actions necessary to begin remediating the
material weakness that was identified. We are actively seeking to hire
additional administrative personnel, intend to consult with outside legal
counsel more frequently regarding SEC reporting requirements and are training
our current staff more extensively with respect to such requirements. We believe
this measure will remediate the material weakness we identified and strengthen
our internal control over financial reporting. We are committed to improving our
internal control processes and will continue to review our financial reporting
controls and procedures.


                                       24
<PAGE>

Inherent Limitations of Internal Controls

      Our system of controls is designed to provide reasonable, not absolute,
assurance regarding the reliability and integrity of accounting and financial
reporting. Management does not expect that our disclosure controls and
procedures or our internal control over financial reporting will prevent or
detect all errors and all fraud. A control system, no matter how well designed
or operated, can only provide reasonable, not absolute, assurance that the
objectives of the control system will be met. These inherent limitations include
the following:

      o     Judgments in decision making can be faulty, and control and process
            breakdowns can occur because of simple errors or mistakes.

      o     Controls can be circumvented by individuals, acting alone or in
            collusion with each other, or by management override.

      o     The design of any system of controls is based in part or certain
            assumptions about the likelihood of future events, and there can be
            no assurance that any design will succeed in achieving its stated
            goals under all future conditions.

      o     Over time, controls may become inadequate because of changes in
            circumstances, or conditions. Controls can also deteriorate in the
            degree of compliance associated with policies and procedures.

      o     The design of a control system must reflect the fact that resources
            are constrained, 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.

      Our management, including our Certifying Officers, confirm that there were
no changes in our internal control over financial reporting during our fiscal
year ending June 30, 2008, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

ITEM 8B. OTHER INFORMATION.

      None.


                                       25
<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, 2008.

      Name              Age                         Position

Salman Mahmood          37          Director of Averox; President, CEO of Averox
                                    Dubai and Averox Pakistan

Graham Hill             62          Director of Averox; Senior Vice President of
                                    Sales and Marketing

Yasser Ahmad            31          Chief Financial Officer

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.

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.

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.


                                       26
<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 June 30, 2008, all of our officers, directors and greater than 10%
beneficial owners complied with the reporting requirements of Section 16(a) of
the Exchange Act.

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,            2008       $150,000          Nil                NA              $150,000
Director of Averox;        2007       $150,000          Nil                NA              $150,000
President, Managing
Director of Averox
Dubai and Averox
(Pakistan)
</TABLE>

-------------
(1)   Salary represents base salary earned in 2008 and 2007.

Employment Agreements

      Mr. Hill is a party to a certain Statement of Particulars of Employment
contract dated January 3, 2008 with the Company. This contract supersedes the
previous contract with the Company and all human resources related Company
letters under the previous contract are void as of the March 1, 2008, the
effective date of the new contract. Under the terms of the commission
based-contract, Mr. Hill receives salary based solely on commission and bonuses
of up to a maximum of 20% of the net profit from the sales of the Company,
generated by him.


                                       27
<PAGE>

      Mr. Ahmad is a party to a Statement of Particulars of Employment with
Averox Pakistan, dated December 6, 2005. Mr. Ahmad receives a salary of $667 per
month and is entitled to paid holidays, sick days and 20 vacation days per year.
Although the Statement of Particulars of employment is not for a fixed term, Mr.
Ahmad is required to give Averox Pakistan four weeks notice of his intent to
terminate his employment until he has been employed for two 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, Mr. Ahmad is
required to maintain the confidentiality of Company information he has received.

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, 2008 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.

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

Salman Mahmood                        6,500,000                        65.00%

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

----------
(1)   Unless otherwise indicated, the business address of Salman Mahmood is
      House No. 381 Street No. 13, Sector F-10/2, Islamabad, Pakistan.

(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,
2008, dividends remaining to be paid amount is $608.


                                       28
<PAGE>

      Mr. Mahmood has received loans from Averox Pakistan from time to time. As
of June 30, 2008 and June 30, 2007 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, 2008 and 2007, the loan balances were $0 and $1,770,459,
respectively. The loans were repaid from the dividends declared on September 15,
2007.

      On August 5, 2008, our subsidiary Averox Pvt. Ltd, acquired from Provisus
Ltd, all tangible and intangible assets of Provisus, including, but not limited
to: (i) Provisus(TM) software, service activation and provisioning, (ii)
Provisus's trademark, website and marketing materials, and (iii) intellectual
property rights, source code of core module and all developed modules as of
August 5, 2008. Provisus is owned by Mr. Salman Mahmood, Averox's controlling
shareholder.

      In exchange for the Provisus assets, Provisus acquired our contingent
claims for commissions due from five companies including those describe in Item
3. The aggregate amount of the contingent claims cannot be determined at this
time as no information regarding commissions has been received. If Provisus
collects more than $500,000 from the disputed accounts, Provisus will pay
seventy-five percent (75%) of such excess to us after deducting its legal costs.
In addition to the transfer of the claims, under the terms of the Purchase
Agreement, we will pay Provisus (i) in perpetuity a royalty equal to twenty
percent (20%) of all revenue generated from the sale of Provisus(TM) software
and services in excess of $5 million dollars in revenues in the aggregate, and
(ii) either (x) $1 million dollars in cash on the first anniversary of the date
of the Purchase Agreement or (y) shares of the our common stock if no cash is
available after one year valued at $5 million based upon the then current market
price of our shares.

ITEM 13.       EXHIBITS.

Exhibit
Number                              Description of Document

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 (5)

10.2              Form of $1,850,000 Promissory Note (6)

10.3              Form of $650,000 Promissory Note (6)

10.4              Particulars of Employment dated December 6, 2005 between
                  Averox Pakistan and Yasser Ahmad (6)

10.5              Employment Contract dated January 3, 2008 between Averox
                  FZ-LLC and Graham Hill (5)

10.7              Purchase Agreement dated August 5, 2008 between Averox Pvt.
                  Ltd. and Provisus Ltd. (3)

10.8              Lease Agreement dated June 15, 2008 by and among the Company,
                  Mr. Waqar Ahmed and certain other individuals. (4) 14.1 Code
                  of Ethics (5)

21.1              Subsidiaries of Small Business Issuer (5)


                                       29
<PAGE>

31.1              Chief Executive Officer's Certificate, pursuant to Section 302
                  of the Sarbanes-Oxley Act of 2002. (5)

31.2              Chief Financial Officer's Certificate, pursuant to Section 302
                  of the Sarbanes-Oxley Act of 2002. (5)

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. (5)

----------
(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.

(3)   Filed as an exhibit to the Registrant's Form 8-K filed on August 5, 2008
      and incorporated herein by reference.

(4)   Filed as an exhibit to the Registrant's Form 8-K filed on August 25, 2008
      and incorporated herein by reference.

(5)   Filed herewith.

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

(7)   Filed as an exhibit to the Registrant's Current Report on Form 8-K filed
      on May 2, 2007 and incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

      The aggregate fees billed or expected to billed by Morgenstern, Svoboda &
Baer, CPA, P.C. for professional services rendered for the audit of our annual
financial statements for the fiscal year ended June 30, 2008 and for the reviews
of the interim financial statements included in our Quarterly Reports on Form
10-QSB were approximately $33,500 and $28,500, respectively.

Audit-Related Fees

      No fees were billed by Morgenstern, Svoboda & Baer, CPA, P.C. for
audit-related services rendered for accounting consultations for the fiscal year
ended June 30, 2008

Tax Fees

      No fees were billed by Morgenstern, Svoboda & Baer, CPA, P.C. for tax
services rendered for the fiscal years ended June 30, 2008.

All Other Fees

      Morgenstern, Svoboda & Baer, CPA, P.C. did not render 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, 2008 (the registrant's former
fiscal year-end).


                                       30
<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 13, 2008                  By:    /s/ Salman Mahmood
                                                --------------------------------
                                                Salman Mahmood
                                                Chief Executive Officer


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

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.


Dated: October 13, 2008                  By:    /s/ Salman Mahmood
                                                --------------------------------
                                                Salman Mahmood
                                                Chairman, Chief Executive
                                                Officer and President
                                                (principal executive officer)


Dated: October 13, 2008                  By:    /s/ Yasser Ahmad
                                                --------------------------------
                                                Yasser Ahmad
                                                Chief Financial Officer
                                                (principal financial and
                                                accounting officer)


Dated: October 13, 2008                  By:    /s/ Graham Hill
                                                --------------------------------
                                                Graham Hill
                                                Director


                                       31
<PAGE>

                          AVEROX, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2008

<PAGE>

                          AVEROX, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2008

                                TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm                       1

Consolidated Balance Sheets                                                   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: msbcpas@gmail.com

Board of Directors and Stockholders of
Averox Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Averox Inc. and
Subsidiaries as of June 30, 2008 and 2007, and the related consolidated
statements of operations, shareholders' equity, and cash flows for each of the
years in the two-year period ended June 30, 2008. Averox Inc.'s management is
responsible for these financial statements. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Averox Inc. and Subsidiaries as
of June 30, 2008 and 2007 and the results of its operations and its cash flows
for each of the years in the two-year period ended June 30, 2008 in conformity
with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note I to the financial
statements, the Company has suffered recurring losses from operations which
raises substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters are also described in Note I. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


/s/ Morgenstern, Svoboda & Baer, CPA's PC
Certified Public Accountants

New York, NY
October 3, 2008


                                        1
<PAGE>

                          AVEROX INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             JUNE 30, 2008 AND 2007

<TABLE>
<CAPTION>
                                     ASSETS
                                                                               2008            2007
                                                                           -----------     -----------
<S>                                                                        <C>             <C>
Current Assets
           Cash and cash equivalents                                       $    16,520     $   775,712
           Accounts receivable, net                                            307,863         607,902
           Other receivables                                                    10,995          19,200
           Deferred tax asset                                                       --          95,767
           Advances                                                             37,766          22,804
           Other current assets                                                  3,834             929
           Prepaid expenses                                                     28,442          38,999
                                                                           -----------     -----------
                   Total Current Assets                                        405,420       1,561,313
                                                                           -----------     -----------

Property, Plant & Equipment, net                                               131,492         128,900
                                                                           -----------     -----------

                  Total Fixed Assets                                           131,492         128,900
                                                                           -----------     -----------

Other Assets
           Intangible asset                                                      3,595           2,613
           Deposits                                                              4,888           8,240
                                                                           -----------     -----------

                   Total Other Assets                                            8,483          10,853
                                                                           -----------     -----------

Total Assets                                                               $   545,395     $ 1,701,066
                                                                           ===========     ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
           Accounts payable and accrued expenses                           $   457,277     $   441,332
           Provision for income tax                                             92,327         133,425
           Dividends payable                                                       609             608
           Deferred tax liabilities                                             19,777              --
           Current portion of lease obligations                                  7,076          38,136
                                                                           -----------     -----------
                   Total Current Liabilities                                   577,066         613,502

Lease obligation                                                                    --           7,918
                                                                           -----------     -----------
                   Total Liabilities                                           577,066         621,420
                                                                           -----------     -----------

Minority interest                                                               79,999          93,241
                                                                           -----------     -----------

Stockholder's Equity
           Common stock, $.004 par value, 25,000,000
           shares authorized, 10,000,000, issued and outstanding                40,000          40,000
           Additional paid in capital                                        2,583,779       2,583,779
           Subscription receivable                                            (477,524)     (1,396,521)
           Other comprehensive income                                           81,508         167,872
           Retained earnings                                                (2,339,433)       (408,725)
                                                                           -----------     -----------
           Total Stockholder's Equity                                         (111,670)        986,405
                                                                           -----------     -----------

Total Liabilities and Stockholder's Equity                                 $   545,395     $ 1,701,066
                                                                           ===========     ===========
</TABLE>

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


                                       2
<PAGE>

                          AVEROX INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                               For the Years Ended June 30,
                                                                  2008              2007
                                                              -------------    -------------
<S>                                                           <C>              <C>
Net Revenue                                                   $    826,300     $  3,611,687

Cost of sales                                                      927,101        1,265,649
                                                              ------------     ------------

            Gross profit                                          (100,801)       2,346,038

Operating expenses
            Bad debts                                              284,700        2,023,336
            General and administrative expenses                  1,441,571          845,416
                                                              ------------     ------------

Income (loss) from operations                                   (1,827,072)        (522,714)
                                                              ------------     ------------

Other (Income) Expense
            Interest income                                         (4,052)          (7,035)
            Other (income) expense                                  14,198
            Interest expense                                         4,141           10,357
            Currency exchange (gains) losses                            60              415
            Gain on disposal of asset                                  (99)          (2,785)
                                                              ------------     ------------
            Total Other (Income) Expense                            14,248              952
                                                              ------------     ------------

Income before income taxes                                      (1,841,320)        (523,666)

Provision for income taxes                                              --               --
                                                              ------------     ------------

Income (loss) before income taxes and minority interest         (1,841,320)        (523,666)

Provision for income taxes                                         102,630          117,411
                                                              ------------     ------------

Net income (loss) before minority interest                      (1,943,950)        (641,077)

Net income (loss) attributable to minority interest                (13,242)          (1,220)
                                                              ------------     ------------

Net income (loss)                                               (1,930,708)        (639,857)

Other Comprehensive income
                 Foreign Currency Translation                      (86,364)         121,275
                                                              ------------     ------------

Comprehensive Income (Loss)                                   $ (2,017,072)    $   (518,582)
                                                              ============     ============

Basic & diluted net income per share                          $     (0.193)    $     (0.064)
                                                              ============     ============

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

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


                                       3
<PAGE>

                          AVEROX INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

<TABLE>
<CAPTION>
                                                                                     2008            2007
                                                                                 -----------     -----------
<S>                                                                              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
           Net income (loss)                                                     $(1,930,708)    $  (639,857)

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

           Bad debts                                                                 284,700       2,023,336
           (Gain) loss on sales of fixed assets                                          (99)         (2,785)
           Depreciation                                                               50,363          42,623
           Deferred Income tax                                                        96,523              --
           Minority interest                                                         (13,242)         (1,220)

           (Increase) / decrease in assets:
           Accounts receivable                                                       (28,844)     (2,411,688)
            Other receivables, deposits and prepaid expenses                          20,859         239,375
           Loans and advances                                                        (51,066)             --
           Increase / (decrease) in liabilities:
           Accounts payable and accrued expenses                                      60,489         297,810
           Provision for income tax                                                       --         (64,599)
                                                                                 -----------     -----------

           Net cash provided by (used in) operations                              (1,511,025)       (517,005)
                                                                                 -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
           Sale of property & equipment                                               16,882          13,682
           Acquisition of intangible assets                                             (545)         (3,446)
           Acquisition of property & equipment                                       (85,076)        (19,909)
                                                                                 -----------     -----------

           Net cash provided by (used in) investing activities                       (68,739)         (9,673)
                                                                                 -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES
           Proceeds from subscription receivable                                     918,998       1,253,445
           Issuance of shares                                                             --          68,075
           Dividend paid                                                                  --         (16,000)
           Payment on capital lease                                                  (37,070)        (50,809)
                                                                                 -----------     -----------

           Net cash provided by (used in) financing activities                       881,928       1,254,711
                                                                                 -----------     -----------

           Effect of exchange rate changes on cash and cash equivalents              (61,356)         (3,151)
                                                                                 -----------     -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                (759,192)        724,882

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

CASH AND CASH EQUIVALENTS, ENDING BALANCE                                        $    16,520     $   775,712
                                                                                 ===========     ===========

SUPPLEMENTAL DISCLOSURES:

           Cash paid during the twelve months for:

                Interest paid                                                    $     4,141     $    10,357
                                                                                 ===========     ===========

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

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


                                       4
<PAGE>

                          AVEROX INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

<TABLE>
<CAPTION>

                                                                   Capital Stock       Additional      Comprehensive
                                                       Shares          Amount       Paid in Capital       Income
                                                    -----------     -----------       -----------      -----------
<S>                                                 <C>             <C>               <C>              <C>
 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                               1,253,479       1,253,479

Net loss for the fiscal year ended June 30, 2007                             --                --               --
                                                    -----------     -----------       -----------      -----------
 Balance June 30, 2007                               10,000,000     $    40,000       $ 2,583,779      $   167,872
                                                    -----------     -----------       -----------      -----------

Shares issued for subscription receivable

Foreign currency translation loss                                                                          (86,364)

Subscription receivable

Net loss for the fiscal year ended June 30, 2008
                                                    -----------     -----------       -----------      -----------

 Balance June 30, 2008                               10,000,000     $    40,000       $ 2,583,779      $    81,508
                                                    -----------     -----------       -----------      -----------

<CAPTION>
                                                                                                 Total
                                                     Subscription    (Accumulated deficit)   Stockholders'
                                                      Receivable       Retained Earnings        Equity
                                                     -----------          -----------         -----------
<S>                                                  <C>                  <C>                 <C>
 Balance June 30, 2006                               $        --          $ 3,237,291         $ 3,307,943
                                                     -----------          -----------         -----------
Dividend declared                                                          (3,022,833)         (3,022,833)

Change due to recapitalization                                                 16,674             (33,602)

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

Foreign currency translation loss                             --                   --             121,275

Subscription receivable

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

Shares issued for subscription receivable                                                              --

Foreign currency translation loss                                                                 (86,364)

Subscription receivable                                  918,997                                  918,997

Net loss for the fiscal year ended June 30, 2008                           (1,930,708)         (1,930,708)
                                                     -----------          -----------         -----------

 Balance June 30, 2008                               $  (477,524)         $(2,339,433)        $  (111,670)
                                                     -----------          -----------         -----------
</TABLE>

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


                                       5
<PAGE>

                          AVEROX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2008

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.

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

      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.


                                       6
<PAGE>

      Basis of Consolidation

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

      Revenue Recognition

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

      Advertising Costs

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

      Software Development Costs

      Software development costs required to be capitalized pursuant to
      Statement of Financial Accounting Standards No. 86, "Accounting for the
      Costs of Computer Software to be Sold, Leased, or Otherwise Marketed,"
      have not been material to date. Software development costs for internal
      use required to be capitalized pursuant to Statement of Position No. 98-1,
      "Accounting for the Costs of Computer Software Developed or Obtained for
      Internal Use," have also not been material to date. The Company did not
      incur any software development costs during the year ended June 30, 2008.

      Risks and Uncertainties

      The Company is subject to substantial risks from, among other things,
      intense competition associated with the industry in general, other risks
      associated with financing, liquidity requirements, rapidly changing
      customer requirements, limited operating history, foreign currency
      exchange rates and the volatility of public markets.

      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.


                                       7
<PAGE>

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

      Use of Estimates

      The preparation of financial statements in conformity with GAAP requires
      management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosure of contingent assets and
      liabilities at the date of the financial statements and the reported
      amounts of revenues and expenses during the reporting period. Actual
      results could differ from those estimates.

      Exchange Gain (Loss)

      During the year ended June 30, 2008 and 2007, the transactions of Averox
      Pakistan were denominated in foreign currency and were recorded in
      Pakistan Rupee (PKR) at the rates of exchange in effect when the
      transactions occur. Exchange gains and losses are recognized for the
      different foreign exchange rates applied when the foreign currency assets
      and liabilities are settled.

      Translation Adjustment

      As of June 30, 2008 and 2007, the accounts of Averox Pakistan were
      maintained, and its financial statements were expressed, in PKR. Such
      financial statements were translated into U.S. Dollars (USD) in accordance
      with Statement of Financial Accounts Standards No. 52, "Foreign Currency
      Translation," with the PKR as the functional currency. According to the
      Statement, all assets and liabilities were translated at the current
      exchange rate, stockholders' equity (deficit) is translated at the
      historical rates and income statement items are translated at the average
      exchange rate for the period. The resulting translation adjustments are
      reported under other comprehensive income in accordance with SFAS No. 130,
      "Reporting Comprehensive Income," as a component of shareholders' equity
      (deficit).

      Allowance for Doubtful Accounts

      The Company maintains reserves for potential credit losses on accounts
      receivable. Management reviews the composition of accounts receivable and
      analyzes historical bad debts, customer concentrations, customer credit
      worthiness, current economic trends and changes in customer payment
      patterns to evaluate the adequacy of these reserves. Allowance for
      doubtful debts amounted to $583,593 and $348,909 as of June 30, 2008 and
      2007, respectively.

      Property, Plant & Equipment

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

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

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

                                                  6/30/2008         6/30/2007
                                                 ----------         ---------
            Furniture & Fixtures                 $   35,727         $  38,767
            Office equipment                        117,836            78,996
            Motor vehicles                           97,954           112,157
                                                 ----------         ---------
                                                    251,516           229,920

            Accumulated depreciation               (120,024)         (101,020)
                                                 ----------         ---------

            Total                                $  131,492         $ 128,900
                                                 ==========         =========


                                       8
<PAGE>

      Depreciation expense was $50,363 and $42,623for the years ended June 30,
      2008 and 2007.

      Capital Leases

      Included in Property, Plant and Equipment, as of June 30, 2008 and 2007,
      are $98,672 and $137,759, respectively worth of assets that were purchased
      on capital lease arrangements.

      Basic and Diluted Earnings Per Share

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

      Goodwill and Intangible Assets

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

      As of June 30, 2008 and 2007, Intangible Assets consist of the software of
      $3,595 and $2,613, respectively.

      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, 2008 and 2007.

      Recent Accounting Pronouncements

      In June 2006, the FASB issued Financial Interpretation No. 48 ("FIN 48"),
      "Accounting for Uncertainty in Income Taxes - an Interpretation of FASB
      Statement No. 109" which prescribes threshold and measurement attribute
      for financial statement recognition and measurement of a tax position
      taken or expected to taken in a tax return. FIN 48 requires that the
      Company recognize in its financial statements the impact of a tax position
      if it is more likely than not that such position will be sustained on
      audit based on its technical merits. This interpretation also provides
      guidance on de-recognition, classification, interest and penalties,
      accounting in interim periods, disclosure and transition. The effective
      date of the provisions of FIN 48 for all nonpublic companies has been
      postponed to fiscal year beginning December 17, 2007. The Company is
      currently evaluating the impact of this statement, but does not expect
      that it will have a material impact upon the Company's financial
      statements.


                                       9
<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 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 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.


                                       10
<PAGE>

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

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

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

      On May 9, 2008, The FASB issued FAS # 162, The Hierarchy of Generally
      Accepted Accounting Principles. The new standard is intended to improve
      financial reporting by identifying a consistent framework or hierarchy,
      for selecting accounting principles to be used in preparing financial
      statements that are presented in conformity with U.S. generally accepted
      accounting principles (GAAP) for nongovernmental entities.

      Prior to the issuance of Statement 162, GAAP hierarchy was defined in the
      American Institute of Certified Public Accountants (AICPA) Statement on
      Auditing Standards (SAS) No. 69, The Meaning of Present Fairly in
      Conformity with Generally Accepted Accounting Principles. SAS 69 has been
      criticized because it is directed to the auditor rather than the entity.
      Statement 162 addresses these issues by establishing that the GAAP
      hierarchy should be directed to entities because it is the entity, not
      auditors, that is responsible for selecting accounting principles for
      financial statements that are presented in conformity with GAAP. SAS 69
      will remain effective for state, local and federal governmental entities.


                                       11
<PAGE>

Note C - SHARE EXCHANGE AGREEMENT

      On November 13, 2006, Averox consummated the transactions contemplated by
      the Exchange Agreement. Accordingly Averox acquired all of the issued and
      outstanding shares of stock of Averox Dubai in exchange for the issuance
      in the aggregate of 6,500,000 shares of common stock of Averox, which
      shares represented 65% of the issued and outstanding capital stock of
      Averox after the consummation of the Exchange Agreement and the
      transactions contemplated thereby. As a result of the Exchange Agreement,
      Averox Dubai became a wholly-owned subsidiary of Averox.

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

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

      (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, 2008 and 2007, prepaid expenses comprised of the following:

                                             6/30/2008   6/30/2007
                                              -------     -------
            Advance tax                       $24,060     $    --
            Prepaid expenses to suppliers          --       6,299
            Prepaid rent                           --      32,700
            Other                             $ 4,382     $    --
                                              -------     -------
            Total                             $28,442     $38,999
                                              =======     =======

Note E - ACCOUNTS PAYABLE & ACCRUED EXPENSES

      As of June 30, 2008 and 2007, accounts payable & accrued expenses
      comprised of the following:

                                                 6/30/2008    6/30/2007
      Accounts payable and accrued expenses       $457,277    $414,166
      Employee benefits                                 --      19,980
      Sales tax                                         --       7,186

                                                  --------    --------
     Total                                        $457,277    $441,332
                                                  ========    ========

Note F - INCOME TAXES

      The Company is registered in the State of Navada and has operations in
      primarily three tax jurisdictions - Dubai, Pakistan and the United States.
      For certain operations in the US, the Company has incurred net accumulated
      operating losses for income tax purposes The Company believes that it is
      more likely than not that these net accumulated operating losses will not
      be utilized in the future. Therefore, the Company has provided full
      valuation allowance for the deferred tax assets arising from the losses at
      the location as of June 30, 2008. Accordingly, the Company has no net
      deferred tax assets.


                                       12
<PAGE>

      The provision for income taxes from continuing operations on income
      consists of the following for the six month periods ended June 30, 2008
      and 2007:

                                                           2008           2007
      US Current Income Tax Expense (Benefit)
      --------------------------------------------------------------------------
      Federal                                          $        -      $       -
      --------------------------------------------------------------------------
      State                                                     -              -
      --------------------------------------------------------------------------
                                                       $        -      $       -
      --------------------------------------------------------------------------
      Pakistan Current Income Expense                  $  102,630      $ 117,411
      (Benefit)
      --------------------------------------------------------------------------
      Total Provision for Income Tax                   $  102,630      $ 117,411
      --------------------------------------------------------------------------

      The following is a reconciliation of the provision for income taxes at the
      U.S. federal income tax rate to the income taxes reflected in the
      Statement of Operations:

      --------------------------------------------------------------------------
                                                               2008        2007
      --------------------------------------------------------------------------
      Tax expense (credit) at statutory rate - federal         34%          34%
      --------------------------------------------------------------------------
      State tax expense net of federal tax                      6%          6%
      --------------------------------------------------------------------------
      Changes in valuation allowance                          (40%)        (40%)
      --------------------------------------------------------------------------
      Foreign income tax - Pakistan                            35%          35%
      --------------------------------------------------------------------------
      Exempt from income tax due to net loss                  (35%)        (35)%
      --------------------------------------------------------------------------
      Tax expense at actual rate                                0%          0%
      --------------------------------------------------------------------------

      United States of America

      As of June 30, 2008, the Company in the United States had approximately
      $650,401 in net operating loss carry forwards available to offset future
      taxable income. Federal net operating losses can generally be carried
      forward 20 years. The deferred tax assets for the United States entities
      at June 30, 2008 consists mainly of net operating loss carry forwards and
      were fully reserved as the management believes it is more likely than not
      that these assets will not be realized in the future.

      The following table sets forth the significant components of the net
      deferred tax assets for operation in the US as of June 30, 2008 and June
      30, 2007.

      --------------------------------------------------------------------------
                                               June 30, 2008       June 30, 2007
      --------------------------------------------------------------------------
      Net operation loss carry forward          $  650,401           $ 303,068
      --------------------------------------------------------------------------
      Total deferred tax assets                    221,136             103,043
      --------------------------------------------------------------------------
      Less: valuation allowance                   (221,136)           (103,043)
      --------------------------------------------------------------------------
      Net deferred tax assets                   $        -           $       -
      --------------------------------------------------------------------------


                                       13
<PAGE>

      Pakistan

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

      The following table sets forth the significant components of the net
      deferred tax assets for operation in Pakistan as of June 30, 2008 and June
      30, 2007.

      --------------------------------------------------------------------------
                                                June 30, 2008      June 30, 2007
      --------------------------------------------------------------------------
      Allowance for doubtful accounts            $   583,414        $   273,620
      --------------------------------------------------------------------------
      Total deferred tax assets                      204,195             95,767
      --------------------------------------------------------------------------
      Less: valuation allowance                     (204,195)                (-)
      --------------------------------------------------------------------------
      Net deferred tax assets                    $         -        $    95,767
      --------------------------------------------------------------------------

      Aggregate net deferred tax assets

      The following table sets forth the significant components of the aggregate
      net deferred tax assets of the Company as of June 30, 2008 and June 30,
      2007:

      --------------------------------------------------------------------------
                                               June 30, 2008      June 30, 2007
      --------------------------------------------------------------------------
      Aggregate:
      --------------------------------------------------------------------------
      Total deferred tax assets                $    425,331          $  198,810
      --------------------------------------------------------------------------
      Less: valuation allowance                    (221,136)           (103,043)
      --------------------------------------------------------------------------
      Net deferred tax assets                  $    204,195          $   95,767
      --------------------------------------------------------------------------

Note G- LIABILITIES UNDER FINANCE LEASE

      The Company leases certain machinery and equipment under agreements that
      are classified as capital leases. The cost of equipment under capital
      leases is included in the Balance Sheet as property, plant and equipment.
      As of June 30, 2008, the Company had borrowings outstanding in the
      aggregate amount of $7,076, related to capital lease obligations. The rate
      of interest used ranges from 8% to 18.72% per annum. The amount of minimum
      lease payments and periods during which they become due are as follows:

                                                            June 30, 2008
                                                            -------------
      Total minimum lease payment                              $ 7,241
      Less amount representing interest                           (165)
                                                               -------
      Present value of minimum lease payments                    7,076
      Less current maturity of capital lease obligations        (7,076)
                                                               -------
      Long term capital lease obligations                      $    --
                                                               =======


                                       14
<PAGE>

Note H - CONTINGENCIES

      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.

      The rights to both of these cases have been assigned to Provisus Ltd. in
      partial consideration for our purchase of the Provisus software product,
      subject to the filing of paperwork for court approval.

      With the exception of the above, the Company is not involved in any legal
      proceedings which may have a significant affect on our business, financial
      position, results of operations or liquidity, nor are we aware of any
      proceedings that are pending or threatened which may have a significant
      affect on its business, financial position, and results of operations or
      liquidity.

Note I - GOING CONCERN

      The accompanying consolidated financial statements have been prepared
      assuming that the Company will continue as a going concern. The Company
      has sustained net losses of $2,135,236 since its inception, and the
      Company's operations do not generate sufficient cash to cover its
      operating costs. These conditions raise substantial doubt about the
      Company's ability to continue as a going concern. These consolidated
      financial statements do not include any adjustments that might result from
      the outcome of this uncertainty.

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

Note J - OTHER COMPREHENSIVE INCOME

      Balances of related after-tax components comprising accumulated other
      comprehensive income (loss), included in stockholders' equity, at June 30,
      2008 are as follows:


                                       15
<PAGE>

                                               Accumulated Other
                                              Comprehensive loss
                                              ------------------
      Balance at June 30, 2006                    $  46,597
      Change for the year                           121,275
                                                  ---------

      Balance at June 30, 2007                    $ 167,872

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

Note K - COMMITTMENTS

      The Company leases various office facilities in Pakistan and Dubai under
      operating leases that terminate on various dates. Rental expense for these
      leases consisted of $149,472 for the year ended June 30, 2008. The Company
      has future minimum lease obligations for fiscal years ending June 30 as
      follows:

      June 30,
      2009                            $   24,857
      2010                                25,653
      2011                                27,043
                                      ----------
      Total                           $   77,553
                                      ==========

Note L - MAJOR CUSTOMERS AND VENDORS

      For the year ended June 30, 2008 we have three customers which account for
      approximately 79% of our sales. There is approximately $234,806 receivable
      from these customers as of June 30, 2008.

      For the year ended June 30, 2008 we have 5 major vendors which account for
      approximately 32% of our purchases. None of these vendor, however, account
      for more than 10% of our purchases of the year. As of June 30, 2008, we
      have approximately $39,666 in payable to these vendors.

Note M - 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 N - 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


                                       16
<PAGE>

      on November 13, 2006 and the balance is to be paid in installments and is
      evidenced by two notes, one interest bearing and one non-interest bearing
      note. The interest bearing note in the aggregate principal amount of
      $1,850,000, bears interest at the rate of prime plus 2.5%, has a maturity
      of November 13, 2007 and principal installments are payable as follows:
      $250,000 together with interest is payable on January 13, 2007; $250,000
      together with interest is payable on March 13, 2007; $350,000 together
      with interest is payable on May 13, 2007; $500,000 together with interest
      is payable on July 13, 2007; and the $500,000 balance together with
      interest is payable on November 12, 2007. The non-interest bearing note in
      the aggregate principal amount of $650,000 is payable over 24 months at
      Averox's request provided certain conditions are met. Pursuant to the
      Stock Purchase Agreement, Averox has granted the Investor a right of first
      refusal on financings Averox may do in the future.

      On October 25, 2007, the Company and HALO Investments Ltd. (the"Investor")
      amended and restated the promissory note for $1,850,000. The new payment
      plan requires that the sum of $65,000 together with interest shall be paid
      on or before the first date of each month beginning with the month of
      November, 2007 up to and including the month of August, 2008 and the
      remaining principal balance of this note with interest shall be paid on or
      before September 1, 2008. As of June 30, 2008, $477,524 remains
      outstanding.

Note O - SUBSEQUENT EVENTS

      On August 5, 2008, Averox Pvt. Ltd ("Averox"), a subsidiary of Averox
      Inc., (the "Company"), entered into a purchase agreement (the "Purchase
      Agreement") with Provisus Ltd, a limited liability company organized and
      existing under the laws of the United Kingdom ("Provisus"). Provisus is
      owned by Salman Mahmood, Averox's controlling shareholder.

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

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

      The Company intends to effect a 10-for-1 stock split of the Company's
      common stock on October 25, 2008. The split will be effected through an
      amendment to the Company's articles of incorporation . Pursuant to the
      amendment, each outstanding share of common stock would be converted into
      ten outstanding shares of our common stock so that there will be
      100,000,000 shares of common stock outstanding when the split becomes
      effective on October 25, 2008


                                       17