UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 26, 2006
Averox Inc.
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(Exact name of registrant as specified in its charter)
Nevada 000-28867 88-0407936
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
Suite No. 7, Ground Floor, Evacuee Trust Complex,
Agha Khan Rd., F 5/1 Islamabad, Pakistan
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code +92-51-2875737
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13a-4(c))
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On April 26, 2007, the Board of Directors of Averox Inc. (the
"Registrant") appointed Graham Hill to its Board of Directors. There was no
arrangement or understanding with Mr. Hill pursuant to which he was nominated to
serve on the Registrant's Board. Mr. Hill is an employee of the Registrant and,
as such, is not expected to serve on any committee of the Registrant's Board.
Since July 1, 2005, Mr. Hill has not been a party to any agreement,
arrangement or understanding in which the amount involved exceeded the lesser of
$120,000 or one percent of the average of Registrant's total assets as of June
30, 2006, 2005 and 2004.
Mr. Hill is currently the Registrant's Senior Vice President of Sales and
is a party to a certain Employment Contract dated March 15, 2007 between Mr.
Hill and Averox FZ-LLC, a wholly-owned subsidiary of the Registrant. Under the
terms of the Employment Contract, Mr. Hill receives a base salary of $32, 671
per annum, a housing allowance of $16,336 per annum and a
transportation/recreation/entertainment allowance of $10,619 per annum. The
agreement provides Mr. Hill with the opportunity to earn an annual bonus of
$150,000 if he achieves software sales of $2 million or $3 million of network or
other sales with margins of 25% or more. Mr. Hill is also eligible to be granted
stock options under option plans which the Registrant may, in the future, adopt
for its employees. Mr. Hill will also receive one airline ticket per year to his
primary residence outside of Dubai and, upon termination of his employment, a
one-way air tick to his primary residence. The Employment Contract is terminable
by either Mr. Hill or the Registrant at any time on 30 days notice.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
2.1 Employment Contract dated March 15, 2007 between Averox FZ-LLC and
Graham Hill.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
AVEROX INC.
Date: May 1, 2007 By: /s/ Salman Mahmood
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Name: Salman Mahmood
Title: Chairman of the Board and Chief
Executive Officer,
(Principal Executive Officer)
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