VIRTUAL MEDICAL CENTRE, INC.

FORM 8-K(Current report filing)

Filed 05/28/10 for the Period Ending 05/27/10

Telephone 604-681-2575

CIK 0001341995Symbol VMCT

SIC Code 7374 - Computer Processing and Data Preparation and Processing ServicesIndustry Gold & Silver

Sector Basic MaterialsFiscal Year 06/30

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

May 28, 2010 (May 27, 2010)

Date of Report (Date of earliest event reported)

CLIFF ROCK RESOURCES CORP. (Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: +61-8-938-80344

N/A

(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.

Nevada

(State or other jurisdiction of incorporation)

000-52090 (Commission File No.)

98-0459440 (IRS Employer Identification

No.)

L1, 414 Scarborough Beach Road, Osborne Park, WA, Australia

(Address of principal executive offices)

6017 (Zip Code)

� Written communication 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 240.13e-4(c))

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STAT EMENTS

This Current Report on Form 8-K of Cliff Rock Resources Corp., a Nevada Corporation (the “Company”), as well as other filings with the Securities and Exchange Commission (“ SEC ”) and the Company’s press releases contain statements relating to future results, plans, assumptions, assessments and information, including certain projections and business trends, that constitute “ Forward-Looking Statements ” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, future events or performance and underlying assumptions and other statements that are other than statements of historical facts. Certain statements contained herein are forward-looking statements and, accordingly, involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements, including, without limitation, risks related to our business and risks associated with our securities. The Company’s expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitations, management’s examination of historical operating trends, and data contained in the Company’s records and other data available from third parties. There can be no assurance that management’s expectations, beliefs or projections will be achieved or accomplished. Certain risks and uncertainties may cause actual results to be materially different from projected results contained in forward-looking statements in this Current Report and in other disclosures. The Company’s future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in the Company’s other filings with the SEC. Actual results may differ materially from those expressed or implied by forward-looking statements. The Company disclaims any obligation to revise any forward-looking statements to reflect the occurrence, or lack thereof, of events or circumstances after the date such forward-looking statements were made, except as required by law.

Explanatory Note Under the Exchange Agreement, as described more fully below, Cliff Rock Resources Corp. (“Cliff Rock”) became the ultimate parent company of Virtual Medical Centre, Limited, an Australian corporation (“VMC”). Under the terms of the Exchange Agreement, the Company will file a Certificate of Amendment to change its name to “Virtual Medical Centre, Inc.” (“VMC, Inc.”) and to increase its authorized capital from 100,000,000 shares of common stock, par value $0.001 to 200,000,000 shares of common stock, par value $0.001. Unless otherwise provided in this Current Report on Form 8-K, all references in this Current Report to “we,” “us,” “Company,” “our,”“VMC, Inc.,” or the “Registrant” refer to the combined entity, together with its wholly-owned subsidiary, VMC. Unless otherwise indicated in this Current Report, all references in this Current Report to the Company’s Board of Directors shall refer to the Board of Directors of VMC, Inc., which was appointed in conjunction with the closing of the Exchange Agreement. The business operations of VMC, Inc. following the transaction consist of those of its subsidiary, VMC.

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On May 27, 2010 (the “Closing Date”), Cliff Rock Resources Corp., a Nevada Corporation entered into an Exchange Agreement (the

“Exchange Agreement”) with Virtual Medical Centre Limited, an Australian corporation, and a Share Sale Agreement (the “Share Sale Agreement”) with each of the shareholders and option holders of VMC, pursuant to which the Company acquired all of the issued and outstanding ordinary shares (“VMC Shares”) and options (“VMC Options”) of VMC. Prior to entering into the Exchange Agreement, there was no relationship between the Company or its affiliates and VMC, other than in respect of the Exchange Agreement and the transactions contemplated thereby.

The Exchange Agreement is discussed in more detail in Item 2.01 below, which information is hereby incorporated by reference into this Item 1.01. The description of the Exchange Agreement in this Current Report is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report, and which is hereby incorporated by reference into this Item 1.01.

On the Closing Date, the Company and VMC entered into the Exchange Agreement pursuant to which, the shareholders of VMC (the

“VMC Shareholders”) were issued an aggregate of 71,471,764 shares of common stock of the Company (the “Cliff Rock Shares”) in exchange for all of the issued and outstanding VMC Shares, or approximately 1.16 Cliff Rock Shares for every VMC share held by the VMC Shareholders (the “Share Exchange”). In addition, the Company entered into a Share Sale Agreement with each of the VMC Shareholders setting forth the terms of the Share Exchange and further providing for the exchange of all VMC Options held by certain VMC Shareholders for options to purchase Cliff Rock Shares. The options to purchase Cliff Rock Shares shall be exercisable upon the same terms as the VMC O ptions.

The Exchange Agreement further provided that after the Closing Date, after the closing date, the Company will use all reasonable efforts to raise up to AU$6,000,000, either through the issuance of equity, convertible securities or debt, or a combination thereof, at a purchase price of not less that AU$0.30 per share (the “Minimum Purchase Price”).

In order to mitigate the effects of future financings, Wayne Hughes, VMC’s Chief Executive Officer, Thomas Maher, VMC’s Chief Operating Officer and Andrew Dean, a director of VMC (collectively, the “VMC Directors and Officers”) agreed that an aggregate of 20,000,000 shares of common stock of Cliff Rock to be issued to them under the Share Exchange would be placed in escrow (the “Escrow Shares”) for a period of three (3) years from the Closing Date, in accordance with the terms of an escrow agreement (the “Escrow Agreement’). Under the Escrow Agreement, one-sixth (1/6) of the Escrow Shares are to be released to the VMC Officers and Directors, on a pro-rata basis, for every AU$1,000,000 in financing raised by the Company at a price per share equal to or greater than the Minimum Purchase Price (the “Financing Release”). If the Company consummates one or more financing transactions at a price per share that is less than the Minimum Purchase Price, the Escrow Shares shall be released to the Company for cancellation at the following rate:

X = Y - (A)(Y) B

Item 1.01 Entry Into a Material Definitive Agreement

Item 2.01 Completion or Acquisition or Disposition of Assets

Where: X = the number of Escrow Shares to be released for cancellation by the Company.

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Y = the number of shares of Cliff Rock Shares (and/or Cliff Rock Shares acquirable upon exercise or conversion of securities issued in the financing.)

A = the price per share of Cliff Rock Shares (and/or Cliff Rock Shares acquirable upon exercise or conversion of securities issued in the financings) issued in the financing.

B = Minimum Purchase Price.

After three years from the closing date, any remaining Escrow Shares, after giving effect to the Financing Release and the cancellation

of Escrow Shares as set forth above, shall be released to the VMC Officers and Directors.

The Exchange Agreement and the Share Sale Agreement further provided that the VMC Shareholders agree that the Cliff Rock Shares issued pursuant to the Share Exchange will be subject to a six (6) month voluntary lock up commencing on the execution of the Exchange Agreement and the execution and delivery of the Share Sale Agreement.

Prior to the Closing Date, the Company cancelled 32,500,000 shares of its common stock. As a result, on the Closing Date, 84,253,764 Cliff Rock Shares were issued and outstanding, including the issuance of 71,471,764 Cliff Rock Shares in connection with the Exchange Agreement. Our current authorized capitalization consists of 100,000,000 shares of common stock, $0.001 par value. However, pursuant to the terms of the Exchange Agreement, the Company will file a Certificate of Amendment to increase our authorized capitalization to 200,000,000 shares of common stock, par value $0.001.

As of the Closing Date, the former VMC Shareholders hold approximately 84.8% of the issued and outstanding Cliff Rock Shares. The issuance of the 71,471,764 Cliff Rock Shares was deemed to be a reverse acquisition for accounting purposes, by the Company of VMC, as VMC will control the post–exchange company. Accordingly, VMC, the accounting acquirer entity, is regarded as the predecessor entity as of May 27, 2010.

Under the Exchange Agreement, VMC will become a wholly owned subsidiary of the Company, and VMC will continue to own its assets and operate its business as a wholly-owned subsidiary of the Company.

For accounting purposes, we will account for the assets and liabilities of the Company and VMC on a consolidated basis at their historical cost, with VMC being the acquirer for accounting purposes, as presented in Exhibit 99.1.3 (Pro Forma Condensed Combined Unaudited Financial Statements).

We will continue to file annual and quarterly reports based upon the fiscal year-end of VMC, the accounting acquirer, which is June 30.

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FORM 10 INFORMATION

THE BUSINESS

Corporate Overview

We were incorporated on February 4, 2005 under the laws of the state of Nevada with the intention of acquiring mineral exploration projects. We intended to conduct mineral exploration activities on our IQUE Claim, located on Vancouver Island, British Columbia, in order to assess whether it possesses commercially exploitable reserves of copper, gold or other metals. We have not identified any commercially exploitable reserves of these minerals on the IQUE Claim. We are an exploration stage company and there is no assurance that a commercially viable mineral deposit exists on the IQUE Claim. At this time we are uncertain of the number of mineral exploration phases we will have to conduct before concluding that there are, or are not, commercially viable minerals on the IQUE Claim.

On May 27, 2010, we entered into the Exchange Agreement, as described above. In accordance with the terms of the Exchange Agreement, we issued 71,471,764 Cliff Rock Shares, to the VMC Shareholders, which constitutes approximately 84.8% of the post-exchange issued and outstanding Cliff Rock Shares.

The issuance of the 71,471,764 Cliff Rock Shares to the VMC Shareholders was deemed to be a reverse acquisition for accounting purposes, by the Company of VMC, as VMC will become a wholly-owned subsidiary of the Company. Accordingly, VMC, as the accounting acquirer entity, is regarded as the predecessor entity as of the Closing Date.

Following the execution of the Exchange Agreement, the address of our principal executive offices is L1, 414 Scarborough Beach Road, Osborne Park, WA 6017, AUS, POST PO Box 1173, Osborne Park , WA 6916, AUS. Our telephone number is +61-8-93880344 and our facsimile number is +61-8-93880611.

Our common stock is quoted on the Over-the-Counter Bulletin Board under the symbol “CLFR.” However, under the terms of the Exchange Agreement, the Company will proceed to change its corporate name to Virtual Medical Centre, Inc. Corporate History of VMC

Virtual Medical Centre Limited (“VMC”) is a corporation organized under the laws of Australia on August 28, 2001. Current Business of our Company

As of May 27, 2010, we, through our wholly-owned subsidiary, VMC, commenced the business of providing free medical information to the general public and health professionals using our health portal, which was initially developed by a cancer specialist to provide much needed information to his patients and has been expanded to most medical disciplines. VMC has established more than 1,000 Australian medical specialists who regularly contribute and provide content quality control. Currently, VMC has approximately 10,000 members from the medical profession, which represents approximately 25% of all medical professionals in Australia. VMC generates revenue through online advertising of prescription medicines (strictly to doctors) and non-prescription health products to consumers by large multinational pharmaceutical companies and other high profile health related advertisers. Additional revenue is also derived from the provision of content to a leading online publisher - Telstra BigPond.

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Patents and Trademarks None. Competition

There are several other businesses that offer similar products and services as VMC, such as Nine MSN Health and MyDr, both of which operate in Australia

Nine MSN Health is an Australian joint venture between Microsoft and PBL Media . It effectively acts as the website for both the Nine Network and MSN . It provides health and wellness news to all users of MSN and is the default homepage for Internet Explorer 6 users in Australia.

MyDr is an Australian healthcare website intended to provide Australian consumers with a health information resource in Australia. It is a project of the MIMS Consumer Health Group, a division of the global healthcare publishing company, UBM Medica.

Within the United States, WebMD is deemed to be VMC’s largest competitor. WebMD has generated revenues exceeding US$1 Billion and has a market capitalization of over AUD$2 Billion. In addition, we compete with other companies that are larger and have substantially more capital resources than us.

Despite the competition, VMC is of the belief that it is the premier provider of online health services, mainly because of its Editorial Advisory Board which is comprised of over 1,000 Australian medical specialists and a professional membership base consisting of more than 35% of all Australian doctors. Employees As of the Closing Date, we had 8 full-time employees and 6 part-time employees. None of our employees are represented by a union. We believe that our relationship with all of our employees is good. Regulatory Approvals Required None.

REPORTS TO SECURITY HOLDERS

We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission and our filings are available to the public over the internet at the Securities and Exchange Commission’s website at http://www.sec.gov. The public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 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 Securities and Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with the SEC, at http://www.sec.gov.

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A copy of any public filing is also available, at no charge, by contacting us at telephone no. +61-8-93880344.

RISK FACTORS

You should carefully consider the risks described below together with all of the other information included in this Current Report before making an investment decision with regard to our securities. The statements contained in or incorporated into this Current Report that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline. Risks Relating to Our Business Our success depends on our management team, the loss of any of whom could disrupt our business operations.

We believe that our continued success will depend to a significant extent upon the efforts and abilities of our management team, particularly our CEO, Wayne Hughes, our CFO, Stuart Usher and our COO, Thomas Maher. We cannot ensure that we will be able to retain the services of such officers and our failure to retain them could adversely affect our operations. We do not currently carry key-man life insurance on any of our executive officers. If our products and services do not achieve market acceptance, our business will be materially and adversely affected.

Our success will depend upon widespread market acceptance of our product and any future products and services which we may offer. There can be no assurance as to the overall acceptance by our targeted customers of the product and services that we offer. There can be no assurance that the market for these products and/or services will develop or be sustained. Our business may suffer if we are unable to establish and expand our brand recognition.

The establishment and expansion of our brand is critical to building our customer base and successfully implementing our business strategy. There can be no assurance that the market will positively accept our services, products, or brand. The establishment and enhancement of our brand will also depend, in part, on our success in creating a user-friendly experience. There can be no assurance that we will be successful in achieving this goal. If customers who use our products and services do not perceive our existing products and services to be of high quality or if we modify or alter our brand image, introduce new services or enter into new business ventures that are not favorably received, the value of our brand could be significantly diminished, thereby decreasing the attractiveness of the products and services that we offer.

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We may experience capacity constraints and failures of our systems.

The performance of our servers and other technological systems is critical to our reputation and to the market acceptance of the products and services that we offer. Any sustained or repeated system failures that cause interruption or increases in response times could reduce the attractiveness of our products and services. An increase in users of our products and services could strain the capacity of the software and hardware that we use, including server and network capacity, which could lead to slower response times or even system failures, thereby adversely affect the market acceptance of our products and services.

Our operations are also dependent on our ability to protect our computer equipment and the information stored and maintained by it against damage by fire, power loss, telecommunications failures, unauthorized intrusions and other events. The occurrence of any of these events could result in interruptions, delays or cessations in service to our customers. We may not be able to manage our growth effectively.

The expansion necessary for us to fully exploit the market for our products and services requires an effective planning and management process. Growth, if it occurs, will likely place a significant strain on our managerial, operational and financial resources. To manage our growth, we must implement and improve our operational system and expand, train and manage our employee base. There can be no assurance that our systems, procedures or controls will be adequate to support operations or that management will be able to achieve the expansion necessary to fully exploit the market for our products and services, and the failure to do so would have a material adverse effect on our business, operations and financial condition. If we do not respond rapidly to technological changes or to changes in industry standards, our products and services could become obsolete.

The market for internet based products and services is characterized by rapid technological change and frequent introductions of new products and services. We may be unable to respond quickly or effectively to these developments. We may experience difficulties with software development, hardware design, manufacturing or marketing that could delay or prevent our development, introduction or marketing of new products and enhancements. The introduction of new products and services by our competitors, the market acceptance of products and services based on new or alternative technologies or the emergence of new industry standards could render our existing or future products obsolete. If our products and services become technologically obsolete, we may be unable to generate interest in our products and services and consequently, we may be unable to generate revenues, either through advertising or otherwise. The use of the internet for commerce may be subject to further government regulation and other legal uncertainties.

As the use of the Internet for commerce evolves, Federal, state, local or foreign governments may adopt regulations covering issues such as user privacy, pricing, content and quality of products and services. Although many of these regulations may not apply to our business directly, we expect that laws and regulations relating to products and services provided through the internet would have a direct or indirect effect upon our business. It is possible that legislation could expose companies involved in Internet commerce to liability, which could limit the growth of the general use of the Internet. If enacted, such laws, rules or regulations could limit the market for our products and services, which could have a material adverse effect on our business and operations.

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We may not be able to obtain sufficient capital and may be forced to limit the scope of our operations or discontinue operations.

If adequate additional financing is not available when needed, we may not be able to undertake any planned operational expansions and as a result, we may have to modify our business plans accordingly, or may be required to discontinue our business operations. There is no assurance that additional financing will be available to us when needed, or if made available, that such will be on terms favorable to us. Further, any future capital investments could dilute or otherwise materially and adversely affect the holdings or rights of our existing shareholders. In addition, new equity or convertible debt securities issued by us to obtain financing could have rights, preferences and privileges senior to those granted to existing shareholders. We may not be able to meet the accelerated filing and internal control reporting requirements imposed by the Securities and Exchange Commission, resulting in a possible decline in the price of our common stock and our inability to obtain future financing.

As directed by Section 404 of the Sarbanes-Oxley Act, as amended by SEC Release No. 33-8934 on June 26, 2008, the Securities and Exchange Commission adopted rules requiring each public company to include a report of management on the company’s internal controls over financial reporting in its annual reports. In addition, the independent registered public accounting firm auditing a company’s financial statements must also attest to and report on management’s assessment of the effectiveness of the company’s internal controls over financial reporting as well as the operating effectiveness of the company’s internal controls. Commencing with our annual report for fiscal year June 30, 2010, we will be required to include a report of management on its internal control over financial reporting. The internal control report must include a statement

Furthermore, in the following year, our independent registered public accounting firm is required to file a separate attestation report

regarding our internal financial reporting controls stating whether it believes that we have maintained, in all material respects, effective internal controls over financial reporting.

While we expect to use significant resources in developing the necessary documentation and testing procedures required by Section 404 of the Sarbanes-Oxley Act, there is a risk that we may not be able to timely comply with all of the requirements imposed by this rule. In the event that we are unable to receive a positive attestation from our independent registered public accounting firm with respect to our internal controls, investors and others may lose confidence in the reliability of our financial statements and our stock price, and consequently our ability to obtain equity or debt financing when needed, could suffer.

� of management’s responsibility for establishing and maintaining adequate internal control over its financial reporting; � of management’s assessment of the effectiveness of its internal control over financial reporting as of year end; and � of the framework used by management to evaluate the effectiveness of our internal control over financial reporting.

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In addition, in the event that our independent registered public accounting firm is unable to rely on our internal controls in connection

with its audit of our financial statements, and in the further event that it is unable to devise alternative procedures in order to satisfy itself as to the material accuracy of our financial statements and related disclosures, it is possible that we would be unable to file our Annual Report on Form 10-K with the Securities and Exchange Commission, which could also adversely affect the market price of our securities and our ability to secure additional financing as needed. If we are not able to adequately protect our intellectual property, other parties may develop competing products and/or services that utilize our intellectual property.

At this time, we have not obtained any trademark or patent over our products. We intend to obtain trademark and copyright law, patent law and trade secret protection for our products and services. At this time, we intend to rely solely on confidentiality and/or license agreements with our employees, customers, partners and others to protect our intellectual property, however, no assurance can be made that third parties will not develop competing products that utilize our intellectual property.

In addition, there can be no assurance that other parties will not assert infringement claims against us. Any such claims, with or without merit, could be time consuming to defend, result in costly litigation, divert management’s attention and resources or require us to enter into royalty or licensing agreements. There can be no assurance that such licenses would be available on commercially reasonable terms, if at all, and the assertion or prosecution of any such claims could have a material adverse effect on our business, financial condition and operations. Risks Associated with our Securities Our securities are restricted securities with limited transferability

Our securities should be considered a long-term, illiquid investment. Our common stock has not been registered under the Securities Act of 1933 (the “Act”), and cannot be sold without registration under the Act or any exemption from registration. In addition, our common stock is not registered under any state securities laws that would permit their transfer. Because of these restrictions, a shareholder will likely find it difficult to liquidate an investment in our common stock. We are subject to penny stock rules which will make the shares of our common stock more difficult to sell.

We are subject to the SEC’s “penny stock” rules since our shares of common stock sell below $5.00 per share. Penny stocks generally are equity securities with a per share price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.

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In addition, the penny stock rules require that prior to a transaction the broker dealer must make a special written determination that the

penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their securities. Our shares of common stock are very thinly traded, and the price may not reflect our value and there can be no assurance that there will be an active market for our shares of common stock in the future,

Our shares of common stock are thinly traded. Due to the illiquidity, the market price may not accurately reflect the relative value of the Company. There can be no assurance that there will be an active market for our shares of common stock either now or in the future. Investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business. If a more active market should develop, the price may be highly volatile. Because there may be a low price for our shares of common stock, many brokerage firms may not be willing to effect transactions in the securities. Even if an investor finds a broker willing to effect a transaction in the shares of our common stock, the combination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of such shares of common stock as collateral for a loans.

SELECTED FINANCIAL DATA Not applicable.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL C ONDITION AND RESULTS OF OPERATIONS

Overview

You should read the following discussion of our financial condition and results of operations together with the audited and unaudited financial statements and the notes to the audited and unaudited financial statements included as Exhibit 99.1.1 and 99.1.2 in this Current Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those projected in the forward-looking statements as a result of many factors. Basis of Presentation of Financial Information

On May 27, 2010, we executed the Exchange Agreement with VMC. As a result, we abandoned our previous business and commenced the business conducted by VMC. Because we are the successor business to VMC and because the operations and assets of VMC represent our entire business and operations as of the Closing Date of the Exchange Agreement, our management’s discussion and analysis and audited and unaudited financial statements are based on the consolidated financial results of post-merged VMC, Inc. for the relevant periods. VMC, Inc. will continue to report on a quarterly and year-end basis, with a fiscal year end of June 30.

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The accompanying financial statements for the period ending March 31, 2010 have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2010, and for all periods presented herein, have been made. Results of VMC’s Operations : For the Nine Months Ended March 31, 2010 and 2009. Revenues

For the nine month period ended March 31, 2010 and 2009, VMC generated US$619,102 and US$370,793 of revenue, respectively. The increase in revenue in 2009 resulted from an increase in sales attributable to the following changes in the market:

Operating Expenses

VMC’ s consolidated operating expenses were US$1,647,784 and US$1,136,365 for the nine month period ended March 31, 2010 and 2009, respectively. The increase in VMC’s expenses is primarily due to the costs incurred by VMC relating to the Exchange Agreement and capital raising activities undertaken by VMC. In addition, VMC has incurred additional costs relating to the audit and the conversion of its financial statements into GAAP, in relation to the Exchange Agreement. Loss from Operations Loss from operations was US$1,028,682 and US$765,572, respectively for the nine month period ended March 31, 2010 and 2009. The increase in the Company’s losses from operations is due to the increase in the Company’s operation expenses, as set forth above.

1. Pharmaceutical companies have reacted to the global financing crisis by reducing the size of their sales forces due to the inherent cost of maintaining such sales force, allowing VMC to generate more revenues through advertisement on its website.

2. Medicines Australia, the governing authority of the medical industry has introduced new limitations on how pharmaceutical companies may market and promote their products to the medical community. These new regulations came into effect on January 1 st 2010 and limit the use of what is known as “Brand Reminders” such as pens, USB keys, Post it Notes, Desk Top sets which have product names and logos placed on such items. As such, pharmaceutical companies have resorted to using mediums and platforms, such as that provided by VMC, for advertising purposes.

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For the Years Ended June 30, 2009 and 2008. Revenues

For the fiscal years ended June 30, 2009 and 2008, VMC generated AUD$651,871 and AUD$634,134 of revenue, respectively. The increase in revenue for the fiscal year ended June 30, 2009 was due to an increase in advertising revenue during such year. Operating Expenses

VMC’ s consolidated operating expenses were AUD$ 1,828,642 and AUD$2,017,543 for the years ended June 30, 2009 and 2008. The decrease in VMC’s expenses is primarily due to a reduction in VMC’s staff, a reduction in the hours of its remaining staff and a reduction in attendance at medical conferences and travel expenses. Loss from Operations

Loss from operations was AUD$1,536,343 and AUD$1,621,224, respectively, for the years ended June 30, 2009 and 2008. The decrease in the Company’s losses for the fiscal year ended June 30, 2009 was due to the decrease in the Company’s operating expenses during such period, as set forth above. Liquidity and Capital Resources

Since its inception, VMC has funded its operations primarily through advertising revenue and private sales of its common stock. As of March 31, 2010 VMC had revenues of US$325,987.

We require a minimum of approximately US$3,000,000 for the next twelve (12) months. At present, we do not have sufficient resources to fund our current operations, pay our debts and other liabilities (including those assumed under the Exchange Agreement) and operate at our current levels for the next twelve months. Accordingly, we need to raise additional funds and in order to do so, the Company’s management intends to apply for research & development grants from the Australian government. If such application is granted, the Company could potentially receive as much as US$300,000 to be used mainly for research and development. However, no assurance can be given that such grant will be given to the Company.

In addition, the Company’s management anticipates, although no assurance can be given, that advertising revenue for the next twelve (12) months would be approximately US$1,000,000. If our cash flow from operations is insufficient, we plan to finance operations with working capital and external financing. We believe that we will need additional funds in the near term to finance operations and meet revenue, profitability, growth, diversification and other strategic goals for the foreseeable future. We intend to procure financing in order to finance our operations, but no assurance can be given that such financing will be available, or if available, will be on terms favorable to us. If we are unable to secure the financing required, or if we do not meet anticipated future revenue goals, our management intends to take actions necessary to ensure the conservation of adequate cash to enable the Company to continue to finance its operations.

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Significant Accounting Policies Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Recent Accounting Pronouncements

In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent Events”. Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. SFAS 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of SFAS 165 (ASC 855-10) during the quarter ended September 30, 2009 did not have a significant effect on the Company’s financial statements as of that date or for the quarter or year-to-date period then ended. In connection with preparing the accompanying unaudited financial statements as of September 30, 2009 and for the quarter and nine month period ended September 30, 2009, management evaluated subsequent events through the date that such financial statements were issued (filed with the SEC).

In June 2009, the FASB issued SFAS 168, the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” pr ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009 and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP, however, it did change the way GAAP is organized and presented. As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.

With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.

DESCRIPTION OF PROPERTY

Following the Exchange Agreement, our principal executive offices will be at L1, 414 Scarborough Beach Road, Osborne Park, WA 6017, AUS, POST PO Box 1173, Osborne Park, WA 6916, AUS. We have entered into a three-year lease for such space for AUS$6,222 per month. Such lease expires in approximately two years.

13

Our telephone number is +61 8 93880344, and our facsimile number is +61 8 93880611.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the number of shares of our Common Stock beneficially owned as of May 27, 2010 (following the Exchange Agreement) by (i) each stockholder who we know to own beneficially 5% or more of our outstanding common stock; (ii) all directors; (iii) all nominees for director; (iv) our executive officers; and (v) all executive officers and directors as a group. Except as otherwise indicated, we believe, based on information furnished by such persons, that each person listed below has sole voting and investment power over the shares of common stock shown as beneficially owned, subject to community property laws, where applicable. Beneficial ownership is determined under the rules of the SEC and includes any shares which the person has the right to acquire within 60 days after May 27, 2010 through the exercise of any stock option, warrant or other right.

* Address is L1, 414 Scarborough Beach Road, Osborne Park, WA 6017, AUS, POST PO Box 1173, Osborne Park, WA 6916, Australia (1) Based on 84,253,764 shares stock outstanding after the closing of the Exchange Agreement. (2) Shares are held in the name of Window Capital, P/L. (3) Includes 9,000,000 Cliff Rock Shares held in escrow pursuant to the Exchange Agreement discussed under Item 2.01. (4) Includes 1,000,000 Cliff Rock Shares held in escrow pursuant to the Exchange Agreement discussed under Item 2.01. (5) Consists of 5,812 Cliff Rock Shares and 500,000 options to purchase additional Cliff Rock Shares. (6) Includes 10,000,000 Cliff Rock Shares held in escrow pursuant to the Exchange Agreement discussed under Item 2.01. (7) Consists of 9,012,072 shares of common stock and 2,066,670 options to purchase additional Cliff Rock Shares. (8) Includes an aggregate of 32,852,084 shares of common stock held by Wayne Hughes, Thomas Maher and Andrew Dean, collectively . Each of Messrs. Wayne Hughes, Thomas Maher and Andrew Dean have sole voting power over the shares of company common stock indicated opposite their respective names above.

Name and Address of

Beneficial Owners

Title/Status

Amount and Nature of

Beneficial Ownership

Percentage of Class (1)

Wayne Hughes* Chief Executive Officer 13,262,282 (2) (3) 15.85% Stuart Usher* Chief Financial Officer 0 0 Thomas Maher* Chief Operating Officer 3,250,028 (2)(4) 3.86% Michael Raymont 2436 -27 th Street SW Calgary, Alberta T3E 2G3 Canada Director 0 0 Clifford Rosenberg PO Box 707 Bondi Junction Sydney NSW 1355, Australia Director nominee 505,812 (5) ** Andrew Dean 15 Pownall Gardens Churchlands Perth WA 6018, Australia Director nominee and 5% holder 16,339,774 (2)(6) 19.39% Cunningham Peterson Sharb PO Box Z5467 St. George TCE Perth, WA 6831, Australia 5% holder 4,940,892 5.86% The Sports Café Australia P/L Mezzanine Level BGC Centre 28 The Esplanade Perth, WA 6831, Australia 5% holder 7,635,180 9.06% Viaticus Capital P/L PO Box Z5425 St. George TCE Perth, WA 6831, Australia 5% holder 5,785,536 6.87% Welas PTY Ltd. Unit 4, 8 Milson Road Cremore, Sydney NSW 2090 Australia 5% holder 11,078,742 (7) 13.15% Window Capital, P/L L1, 914 Hay St., Perth WA 6000, Australia 5% holder 35,576,274 (8) 42.23% Officers and directors as a group (3 persons) 32,852,084 38.99%

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Changes in Control

There are no arrangements known to us that may, at a subsequent date, result in a change of control of the Company.

MANAGEMENT Directors and Executive Officers, Promoters and Control Persons

The following individuals serve as the executive officers and key employees of our Company as of the Closing Date of the Exchange Agreement. The executive officers of our Company are appointed by our board of directors and hold office as set forth in their respective employment agreements or until their earlier death, resignation or removal from office.

Wayne Hughes - Mr. Hughes co-founded VMC and since August 2001, has served as the Managing Director of VMC. Under the Exchange Agreement, Mr. Hughes has also been appointed as the Chief Executive Officer of the Company beginning on the Closing Date. He has an extensive business background ranging from forming numerous start-up companies to serving as corporate senior management. Prior to founding VMC, Wayne has owned and operated various enterprises for over 20 years. Wayne completed his MBA at the University of Western Australia in 2004. Stuart Usher - Mr. Usher currently serves as the CFO of the Company as of the Closing Date, and of VMC, a position he has held since August 20, 2009. Mr. Usher also serves as an Executive Director of Epic Corporate Solutions, a position he has held since April 2008, where he provides a range of professional advisory services. From 2005 to March 2008, Mr. Usher served as Associate Director at HealthTec Growth Partners Pty Ltd, a corporate advisory firm specialising in the listing on ASX new Healthcare companies. Mr. Usher is a CPA, an Associate member of the Institute of Chartered Secretaries and Administrators and a member of ‘Chartered Secretaries Australia’ where he has attained the status of Chartered Company Secretary . Mr Usher was awarded a Bachelor of Business degree from Edith Cowan University in 1994.

Name Age Position Wayne Hughes 44 Chief Executive Officer Stuart Usher 37 Chief Financial Officer Thomas Maher 52 Chief Operating Officer Michael Raymont 62 Director, former President, Secretary and Treasurer

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Thomas Maher - Mr. Maher serves as the Chief Operating Officer of the Company, a position he assumed on May 27, 2010 pursuant to the Exchange Agreement. Mr. Maher also serves as the General Manager of VMC, a position he has held since 2004, where he is responsible for product research and development, revenue generation, strategic planning and other areas related to the development and growth of VMC. He earned his Executive Master of Business Administration degree from the University of Western Australia in 2004. Michael Raymont – Dr. Raymont served as the President, Secretary, Treasurer and Director of the Company since October 2009. He is also a partner and President of a private equity company specializing in the energy, resources, environment and healthcare sectors in Southeast Asia, with a special focus on China. Formerly, Dr. Raymont was Chief Executive Officer of EnergyINet, a consortium of Government departments and major energy companies in Canada, which was tasked with identifying issues facing the energy industry and advancing the development and commercialization of critical energy sources and technologies. He also worked for the Federal Government of Canada, serving as President (at the Deputy Minister level), and Vice-President, Technology and Industry Support, with the National Research Council of Canada (“NRC”), which is the largest Federal agency in Canada carrying out R&D as well as technology transfer and commercialization programs. Prior to his time with NRC, Dr. Raymont spent five years in the United States, and most recently, was Chairman and Chief Executive Officer of EquipNet Inc., a Boston-based provider of software and services for capital asset management to Global 1000 manufacturing and energy companies. Dr. Raymont has B.Sc (Hons) and Ph.D. degrees in chemistry, and was a Killam Scholar. Dr. Raymont holds two patents and has authored over 100 publications and presentations, principally on energy, climate change, technology commercialization and economic development. Dr. Raymont has very extensive international experience, having spent almost half his life outside Canada, in the Untied States, East Asia and Europe.

In connection with the Exchange Agreement, Dr. Michael Raymont has resigned as the Company’s President, Secretary and Treasurer effective on the Closing Date, and as a member of the Company’s board of directors effective ten (10) days from the mailing by the Company to its shareholders of the Schedule 14-F disclosing the change in the composition of the Company’s board of directors. Dr. Raymont will be replaced by Messrs. Andrew Dean and Clifford Rosenberg. Family Relationships

There are no other family relationships between any of our directors or executive officers. Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:

1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

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Meetings of the Board

Our board of directors meets on a quarterly basis. Board Committees

Our board of directors does not have any committees. However, at such time in the future that we appoint independent directors to the board, we expect to form the appropriate board committees. Director Independence

We do not have any independent directors. Our determination of independence of directors is made by using the definition of “independent director” contained under Rule 5605(a)(2) of the NASDAQ Marketplace Rules.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the compensation paid and awarded to those individuals serving as our officers following the entry into the Exchange Agreement. It includes compensation paid to our Chief Executive Officer, our Chief Financial Officer, our Chief Operating Officer and our former President as of the fiscal year end June 30, 2009 and 2008.

3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4. being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Name and Principal Position Year Salary Bonus

Stock Awards

Options Awards

Non- Equity

Incentive Plan

Compensat ion

Change in Pension Value

and Non- qualified Deferred

Compensa tion

Earnings

All Other Compensa

tion Total ($) ($) ($) ($) ($) ($) ($) ($) Michael Raymort (1) 2009 nil nil nil nil nil nil nil nil Former President, Treasurer and Secretary

2008 nil nil nil nil nil nil nil nil

Wayne Hughes (2) 2009 250,000 nil nil nil nil 22,500 20,000 292,500 Chief Executive Officer 2008 250,000 nil nil nil nil 22,500 20,000 292,500 Stuart Usher (3) 2009 66,000 nil nil nil nil nil nil 66,000 Chief Financial Officer 2008 nil nil nil nil nil nil nil nil Thomas Maher (4) 2009 150,000 nil nil nil nil 13,500 20,000 183,500 Chief Operating Officer 2008 150,000 nil nil nil nil 13,500 20,000 183,500

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(1) Dr. Raymont resigned from his positions as President, Secretary and Treasurer of the Company in conjunction with the Exchange Agreement. (2) Mr. Hughes was appointed as Chief Executive Officer in conjunction with the Exchange Agreement. The figures above represent fees paid to Mr. Hughes for services rendered to VMC during the fiscal years ending June 30, 2009 and 2008. All figures are in Australian dollars. (3) Mr. Usher was appointed as Chief Financial Officer of the Company in conjunction with the Exchange Agreement. The figures above represent fees paid to Mr. Usher for services rendered to VMC during the fiscal year ending June 30, 2008. All figures are in Australian dollars. (4) Mr. Maher was appointed as Chief Operating Officer in conjunction with the Exchange Agreement. The figures above represent fees paid to Mr. Maher for services rendered to VMC during the fiscal years ending June 30, 2009 and 2008. All figures are in Australian dollars. Employment Contracts

In June, 2007, VMC entered into an employment agreement with Wayne Hughes. Pursuant to the terms of such agreement, Wayne Hughes was appointed to serve as the Managing Director of VMC and was entitled to compensation in the amount of AU$250,000 per annum, as well as a car allowance in the amount of AU$45,000 per annum. The agreement also provided that Mr. Hughes shall be granted a yearly 9% increase in salary.

In June, 2007, VMC entered into an employment agreement with Thomas Maher. Pursuant to the terms of such agreement, Thomas Maher was appointed to serve as the General Manager of VMC and was entitled to compensation in the amount of AU$150,000 per annum. The agreement also provided that Mr. Maher shall receive a 9% yearly increase in salary. Director Compensation

DIRECTOR COMPENSATION

Name Of

Director

Fees Earned or Paid in

Cash ($)

Stock Awards ($)

Option Awards

($)

Non-equity Incentive

Plan Compensation

Changes in Pension Value

and Nonqualified

Compensation Earnings

All Other

Compensation Total ($)

Michael Raymont nil nil nil nil nil nil nil

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain key management personnel hold positions in another entity that results in them having control or significant influence over the

financial or operating policies of that entity. That entity transacted with VMC in the reporting period. The terms and conditions of the transactions with key management personnel were no more favourable than those available, or which might reasonably be expected to be available, on similar transactions to non-key management personnel related entities on an arm’s length basis.

The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control or significant influence were as follows:

In 2008, VMC used the website development and design services of Titan Global Consulting Pty Ltd, a company of which Wayne

Hughes is a director. Amounts were billed based on normal market rates for such supplies and were due and payable under normal payment terms.

LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.

MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Cliff Rock Shares are quoted on the Over the Counter Bulletin Board (“OTCBB”). The OTCBB is a network of security dealers who buy and sell stock. The dealers are connected by a computer network, which provides information on current “bids” and “asked” prices, as well as volume information. The OTCBB is not considered a national exchange.

Cliff Rock Shares began trading on the OTCBB on April 9, 2008 under the stock symbol “CLFR”. Accordingly, there is only a very limited trading history for Cliff Rock Shares. Prior to Cliff Rock Shares being quoted on OTCBB, the sales price to the public was fixed at $0.15 per Cliff Rock Shares.

Transaction

Transaction value year ended

30 June (In AUD)

Balance outstanding at 30

June (In AUD)

2009 2008 2009 2008 Wayne Hughes Website and development fees - 22,000 - - TOTAL - 22,000 - -

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The following table summarizes the high and low bid quotations of Cliff Rock Shares on the OTCBB as reported by FINRA for each of

the quarterly periods since April 9, 2008 and for the most recent six months. Quarterly High and Low Bid Quotations Since April 9, 2008

Monthly High and Low Bid Quotations for the Most Recent Six Months

Holders

Cliff Rock Shares are issued in registered form. Colonial Stock Transfer Company, of 66 Exchange Place, Salt Lake City, Utah 84111 (801) 355-5740 (Phone), (801) 355-6506 (Fax), is the transfer agent for Cliff Rock Shares.

On April 30, 2009 we completed a forward stock split of our common stock on a ratio of three shares for every one share issued and outstanding on the record date. The record date of the forward stock split was April 21, 2009, the payment date was April 29, 2009 and the ex-dividend date was April 30, 2009.

On May 27, 2010, the Company cancelled 32,500,000 shares of its common stock. As a result, as of May 27, 2010, the Company had 84,253,764 issued and outstanding Cliff Rock Shares, held by 44 shareholders.

Common Stock

We are currently authorized to issue 100,000,000 Cliff Rock Shares, par value $0.001. As of May 27, 2010, 84,253,764 Cliff Rock Shares were issued and outstanding. However, under the terms of the Exchange Agreement, the Company will file a Certificate of Amendment to increase its authorized capital to consist of 200,000,000 shares of common stock, par value $0.001.

Quarter Ended High Low Through May 20, 2010 $ 0.015 $ 0.015 March 31, 2010 $ 0.06 $ 0.06 December 31, 2009 $ 0.06 $ 0.06 September 30, 2009 $ 0.03 $ 0.03 June 30, 2009 $ 0.03 $ 0.03 March 31, 2009 $ 0.03 $ 0.03 December 31, 2008 $ 0.03 $ 0.03 September 30, 2008 $ 0.09 $ 0.03 June 30, 2008 $ 0.03 $ 0.03

Month Ended High Low Through May 20, 2010 $ 0.015 $ 0.015 April 2010 $ 0.015 $ 0.015 March 2010 $ 0.06 $ 0.06 February 2010 $ 0.06 $ 0.06 January 2010 $ 0.06 $ 0.06 December 2009 $ 0.06 $ 0.06 November 2009 $ 0.06 $ 0.06

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Warrants None. Dividend Policy

We have not paid any cash dividends on Cliff Rock Shares and we have no intention of paying any dividends on our shares of common stock in the near future. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors. Securities Authorized for Issuance Under Equity Compensation Plans Not applicable.

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RECENT SALES OF UNREGISTERED SECURITIES

For information about recent sales of unregistered securities, see Item 3.02 of this Current Report on Form 8-K.

DESCRIPTION OF SECURITIES

The Company had 84,253,764 common shares issued and outstanding as of May 27, 2010 as a result of the issuance of 71,471,764

shares of common stock in connection with the closing of the Exchange Agreement. Our authorized capitalization consists of 100,000,000 shares of common stock, $0.001 par value. The following summary description of the capital stock describes the material terms of our capital stock. Common Stock The holders of our common stock are entitled to one vote per share on all matters for which shareholders are able to vote. The holders of our common stock are not entitled to cumulative voting rights. Therefore, the holders of a majority of the shares voting in the election of directors can elect all of the directors then standing for election, subject to the rights of the holders of preferred stock, if and when issued. The holders of common stock have no preemptive or other subscription rights. The holders of our common stock are entitled to receive dividends, if they are ever declared by the Board of Directors from legally available funds, with each share of common stock sharing equally in the dividends. The possible issuance of preferred stock with a preference over common stock as to dividends could impact the dividend rights of holders of our common stock. There are no redemption provisions with respect to our common stock. All outstanding shares of common stock are fully paid and non-assessable. The by-laws provide that the number of directors shall be fixed by the board of directors. Any director of the Company may be removed from office with or without cause by the holders of a majority of the outstanding shares of the Company entitled to vote at an election of directors. Options

Pursuant to the Exchange Agreement, we issued 3,916,670 options to purchase shares of our common stock. Such options are exercisable at varying prices ranging from $0.01 to $0.30 per share and have varying expiry dates of December 31, 2011, December 31, 2012 or December 31, 2013.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Our directors and officers are indemnified as provided by the Nevada Revised Statutes and our Bylaws. We have been advised that in the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under the Act is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

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At present, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents where

indemnification will be required or permitted. We are not aware of any threatened litigation or proceeding that may result in a claim for indemnification by any director or officer.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON AC COUNTING AND FINANCIAL DISCLOSURE

There were no changes in accounting principles or disagreements with our auditors regarding applications of any accounting principles during the fiscal years ended June 30, 2009 and 2008.

FINANCIAL STATEMENTS AND EXHIBITS

See Item 9.01 below, which is incorporated by reference herein. Item 3.02 Unregistered Sales of Equity Securities.

In connection with the closing of the Exchange Agreement on May 27, 2010, the Company issued 71,471,764 Cliff Rock Shares to the VMC Shareholders in exchange for VMC Shares. In addition, VMC Options held by certain VMC Shareholders were exchanged for options to purchase Cliff Rock Shares.

The exchange of the VMC Shares and the VMC options for Cliff Rock Shares and options to purchase Cliff Rock Shares qualifies as an exempt transaction under Rule 802 of the Act in such that:

(a) VMC is a “foreign private issuer” as defined under Rule 405 of the Act.

(b) No more than 10% of the VMC Shares to be exchanged by the VMC Shareholders into Cliff Rock Shares is held by shareholders who are U.S. holders. The calculation of U.S. holders shall be made in accordance with Rule 800(h) of the Act as of a date no more than sixty (60) days before and no more than thirty (30) days after the public announcement of the Share Exchange, unless the calculation is unable to be made within these times frames, whereby the calculation shall be made as of the most recent practicable date prior to the public announcement of the Share Exchange, but in no event earlier than one hundred and twenty (120) days prior to the public announcement of the Share Exchange.

(c) U.S. holders of VMC shall be permitted to exchange their shares of VMC Shares for Cliff Rock Shares on terms at least as favorable as those offered to shareholders who are not U.S. holders.

(d) Any informational document relating to the Exchange Agreement that is disseminated or published to shareholders in Australia shall also be disseminated and published to shareholders who are U.S. holders on a comparable basis to that provided to shareholders in Australia.

23

(e) All such informational documents shall be furnished to the Securities and Exchange Commission on Form CB by the first business day after dissemination or publication.

(f) VMC shall assist Cliff Rock in preparing all informational documents to ensure that such informational documents comply as to form and content with the requirements of the Securities and Exchange Commission and Australian law, as applicable.

(g) A legend in substantially the following form shall be included on the cover page of any informational document disseminated or published to U.S. holders:

THIS EXCHANGE OFFER AND BUSINESS COMBINATION IS MADE FOR THE SECURITIES OF A FOREIGN COMPANY. THE OFFER IS SUBJECT TO DISCLOSURE REQUIREMENTS OF A FOREIGN COUNTRY THAT ARE DIFFERENT FROM THOSE OF THE UNITED STATES. FINANCIAL STATEMENTS INCLUDED IN THE DOCUMENT, IF ANY, HAVE BEEN PREPARED IN ACCORDANCE WITH FOREIGN ACCOUNTING STANDARDS THAT MAY NOT BE COMPARABLE TO THE FINANCIAL STATEMENTS OF UNITED STATES COMPANIES.

IT MAY BE DIFFICULT FOR YOU TO ENFORCE YOUR RIGHTS AND ANY CLAIM YOU MAY HAVE ARISING UNDER THE FEDERAL SECURITIES LAWS, SINCE SOME OR ALL OF THE ISSUER’S OFFICERS AND DIRECTORS MAY BE RESIDENTS OF A FOREIGN COUNTRY. YOU MAY NOT BE ABLE TO SUE THE ISSUER’S OFFICERS OR DIRECTORS IN A FOREIGN COURT FOR VIOLATIONS OF U.S. SECURITIES LAWS. IT MAY BE DIFFICULT TO COMPEL THE ISSUER’S OFFICERS OR DIRECTORS TO SUBJECT THEMSELVES TO A U.S. COURT'S JUDGMENT.

YOU SHOULD BE AWARE THAT THE ISSUER MAY PURCHASE SECURITIES OTHERWISE THAN UNDER THE EXCHANGE OFFER, SUCH AS IN OPEN MARKET OR PRIVATELY NEGOTIATED PURCHASES.

The exchange of the VMC Shares and the VMC options for Cliff Rock Shares and options to purchase Cliff Rock Shares also qualifies

as an the exemption from registration pursuant to Rule 506 of Regulation D promulgated under the Act. The facts relied upon to make the exemption were, among other things, the representations made by the parties to the Exchange Agreement, that there was no general solicitation and the limited number of participants.

The exchange described above is also exempt from registration pursuant to Rule 903 of Regulation S promulgated under the Act. We believe that this exemption from registration was available because each shareholder represented to us, among other things, that he, she or it was a non-U.S. person as defined in Regulation S, was not acquiring the shares for the account or benefit of, directly or indirectly, any U.S. person, had the intention to acquire the securities for investment purposes only and not with a view to or for sales in connection with any distribution thereof, and that such shareholder was sophisticated and was able to bear the risk of loss of the entire investment. Further, we did not otherwise engage in distribution of these shares in the U.S.

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Item 5.01 Changes in Control of Registrant

As set forth in more detail in Item 2.01 above, which information is hereby incorporated by referenced into this Item 5.01, as of the Closing Date, former VMC Shareholders hold approximately 84% of the issued and outstanding Cliff Rock Shares and control the post-exchange Company. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In conjunction with the Exchange Agreement, Michael Raymort resigned from his positions as President, Secretary and Treasurer effective as of the Closing Date. Wayne Hughes was appointed to serve as Chief Executive Officer, Stuart Usher was appointed as the Chief Financial Officer and Thomas Maher was appointed to serve as Chief Operating Officer. A description of the business experience of the individuals named above over the past five years can be found in Item 2.01 of the Current Report.

Dr. Raymont has also resigned as a member of the Company’s board of directors effective ten (10) days from the mailing by the Company to its shareholders of the Schedule 14-F disclosing the change in the composition of the Company’s board of directors. Dr. Raymont will be replaced by Messrs. Andrew Dean and Clifford Rosenberg. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Under the Exchange Agreement, the Company will file a Certificate of Amendment to amend its Articles of Incorporation in order to change its name to Virtual Medical Centre, Inc. and to increase the Company’s authorized capital stock from 100,000,000 to 200,000,000. These amendments to the Company’s Articles of Incorporation have been previously approved by shareholders of the Company owning approximately 84.8% of the Company’s outstanding common stock.

In addition, the Company’s Board of Directors has determined to change the Company’s fiscal year end to June 30, that of VMC, which is the fiscal year end of VMC, the accounting acquirer. Item 5.06 Change in Shell Company Status.

Upon completion of the transactions contemplated by the Exchange Agreement, which are described in more detail in Item 2.01 above, management has determined that, as of the Closing Date, the Company has ceased to be a shell company as defined in Rule 12b-2 of the United States Securities Exchange Act of 1934, as amended. Prior to the Closing Date, the Company had no or nominal operation or assets.

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Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

2.1 Exchange Agreement dated May 27, 2010 10.1 Form of Share Sale Agreement for Non-Option Holders 10.2 Form of Share Sale Agreement for Option Holders 10.3 Form of Escrow Agreement 10.4 Employment Agreement between Virtual Medical Centre, Limited and Wayne Hughes 10.5 Employment Agreement between Virtual Medical Centre, Limited and Thomas Maher 99.1 Audited Financial statements for the fiscal year ended June 30, 2009 and 2008 and related notes. 99.2 Unaudited Financial Statements for the quarter ended March 31, 2010 99.3 Unaudited pro forma financial statements and related notes

26

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 28, 2010

CLIFF ROCK RESOURCES CORP. By: /s/ Wayne Hughes Wayne Hughes

Chief Executive Officer

27

EXHIBIT INDEX

Exhibit No.

Description

2.1 Exchange Agreement dated May 27, 2010 10.1 Form of Share Sale Agreement for Non-Option Holders 10.2 Form of Share Sale Agreement for Option Holders 10.3 Form of Escrow Agreement 10.4 Employment Agreement between Virtual Medical Centre, Limited and Wayne Hughes 10.5 Employment Agreement between Virtual Medical Centre, Limited and Thomas Maher 99.1 Audited Financial statements for the fiscal year ended June 30, 2009 and 2008 and related notes. 99.2 Unaudited Financial Statements for the quarter ended March 31, 2010 99.3 Unaudited pro forma financial statements and related notes

28

EXCHANGE AGREEMENT

By and Among

CLIFF ROCK RESOURCES CORP.

(a Nevada corporation),

And

VIRTUAL MEDICAL CENTRE, LIMITED

(An Australian corporation).

May 27, 2010

AGREEMENT

THIS EXCHANGE AGREEMENT (this “ Agreement ”) is made and entered into on May 27, 2010, by and among CLIFF

ROCK RESOURCES CORP., a Nevada corporation (the “ Parent ”), and VIRTUAL MEDICAL CENTRE, LIMITED, an Australian corporation (the “ Company ”).

WITNESSETH :

WHEREAS, the board of directors of the Parent and the Company have determined that it is fair to and in the best interests of their respective corporations and stockholders for the Parent and the Company to enter into this Agreement in order for the Parent to acquire all of the issued and outstanding ordinary shares of the Company (the “ Company Shares ”) and for the Company to become a wholly-owned subsidiary of the Parent upon the terms and subject to the conditions set forth herein;

WHEREAS, the board of directors of the Parent and the Company have also determined that it is fair to and in the best interest of their respective corporations and stockholders for the Parent and the Company to exchange all of the outstanding stock options of the Company (the “ Company Options ”) for options to purchase common stock of the Parent (the “ Parent Options ”) upon the terms and subject to the conditions set forth herein;

WHEREAS, the board of directors of the Parent and the board of directors of the Company have approved (a) this Agreement in accordance with the Nevada Revised Statutes (the “ NRS ”) and the Australian Corporations Act 2001 (Cth) and (b) the terms, transactions and conditions set forth herein for the purposes of facilitating the Exchange (as defined herein);

WHEREAS, the requisite Stockholders (as such term is defined in Section 7.2 hereof) have approved this Agreement, the Exchange and the transactions contemplated and described herein, including without limitation the exchange of their Company Shares for shares of common stock of the Parent, par value $0.001 per share (the “ Parent Shares ”) by entering into a Share Sale Agreement (including the Standard Transfer Form) in the form attached as Exhibit A hereto (the “ Share Sale Agreement ”).

NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set forth, the parties hereto agree as follows:

ARTICLE 1

The Exchange

Section 1.1 Manner and Basis of Exchanging Shares . Upon execution of this Agreement:

(a) Subject to the terms of Section 1.1(c) below, each Company Share that shall be outstanding immediately prior to the Effective Time shall, by virtue of this Agreement and the Share Sale Agreement without any further action on the part of the holder thereof, be exchanged into the right to receive that number of Parent Shares equal to 71,471,764 divided by the total number of Company Shares issued and outstanding immediately prior to the Effective Time (the “ Exchange ”), so that after giving effect to the Exchange at the Effective Time, Parent shall be the holder of all of the issued and outstanding Company Shares. The total number of Parent Shares that shall be issued to the Stockholders shall be 71,471,764 shares.

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(b) Each Stockholder shall exchange its Company Shares for that number of Parent Shares listed under the heading “Total Parent Shares Issued” opposite such Stockholder’s name on the list of Stockholders attached hereto as Schedule 1.1(b), subject to the terms of Section 1.1(c) below.

(c) The Parent Shares shall be issued to each of the Stockholders listed on Schedule 1.1(b) as follows:

Section 1.2 Manner and Basis of Exchanging Options . Upon execution of this Agreement, the Company Options that shall be

outstanding immediately prior to the Effective Time shall, by virtue of this Agreement and the Share Sale Agreement, without any further action on the part of the holders of the Company Options (each a “Company Option Holder”), shall be exchanged into the right to purchase the Parent Options. Each Company Option Holder shall receive such number of Parent Options listed under the heading “Parent Options Issued at Closing”opposite such Company Option Holder’s name on the list attached hereto as Schedule 1.2. All Parent Options issued in accordance with this Section 1.2 shall have such terms as are set forth in Schedule 1.2.

Section 1.3 Effective Time . This Agreement shall become effective upon the execution of this Agreement and the execution and delivery of a Share Sale Agreement by each of the Stockholders (the “ Effective Time ”); provided, however, that the Effective Time shall occur on or before 5:00 pm (United States Eastern Day Time) on May 27, 2010 (or such other date as may be mutually agreed on by the parties) or this Agreement shall terminate and be null and void, except for Section 7.6, which shall survive such termination.

Section 1.4 Certificate of Incorporation, By-laws, Directors and Officers .

(a) The Certificate of Incorporation of the Parent, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Parent from and after the Effective Time until further amended in accordance with applicable law.

(i) Stockholders will receive at Closing one or more certificates representing that number of Parent Shares listed under the heading “Parent Shares Issued at Closing” opposite such Stockholder’s name on the list of Stockholders attached hereto as Schedule 1.1(b) (the “ Closing Shares ” ); and

(ii) Stockholders will deposit at Closing that number of Parent Shares listed under the heading “Parent Shares Held in Escrow” opposite such Stockholder’s name, an aggregate of 20,000,000 Parent Shares, in escrow, in accordance with the terms of Section 4.2 below (the “ Escrow Shares ”). The Escrow Agent, as defined in Section 4.2 below, shall hold in escrow for the benefit of such Stockholders, and the Escrow Shares will be released in accordance with Article 4 hereof.

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(b) The By-laws of the Parent, as in effect immediately prior to the Effective Time, shall remain in effect from and after the

Effective Time until amended in accordance with applicable law, the Certificate of Incorporation and such By-laws.

(c) The directors, officers and key employees of the Company, including those listed in Section 5.3 below, shall be the directors, officers and key employees of the Parent and each shall hold his respective office or offices from and after the Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Articles of Incorporation or By-laws of the Parent.

Section 1.5 Assets and Liabilities . At the Effective Time, the Parent shall possess all the rights, privileges, powers and franchises

of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of the Company and all the rights, privileges, powers and franchises of each of the Company and the Parent and all property, real, personal and mixed, and all debts due to any of the Company and the Parent on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the Company and the Parent, shall be vested in the Parent and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Parent as they were of the several and respective constituent corporations, and the title to any real estate vested by deed or otherwise in the Company and the Parent shall not revert or be in any way impaired by the Exchange; but all rights of creditors and all liens upon any property of any of the Company and the Parent shall be preserved unimpaired, and all debts, liabilities and duties of the Company and the Parent shall thenceforth attach to the Parent and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Section 1.6 Restricted Securities and Lock-Up .

(a) The Parent Shares issued to the Stockholders pursuant to this Agreement shall be “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act to the same extent and proportion that the Company Shares were restricted securities. Parent Shares issued to the Stockholders that are “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act shall be restricted from trading or resale for a period of one (1) year commencing at the Effective Time (the “ Restriction ”); and

(b) Each Stockholder agrees that the Parent Shares issued pursuant to Section 1.1(b) above will be subject to a six (6) month

voluntary lock up commencing on the Effective Time in accordance with the terms of the Share Sale Agreement (the “ Lock Up ”).

Section 1.7 Surrender and Exchange of Certificates at Closing . At Closing (as defined in Section 7.3 herein), (a) upon surrender or deliver by each of the Stockholders of: (i) a certificate or certificates representing Company Shares that were outstanding immediately prior to the Effective Time; or (ii) an affidavit and indemnification in the form reasonably acceptable to counsel for the Parent stating that such Stockholder has lost their certificate or certificates or that such have been destroyed and (b) an executed Share Sale Agreement, Parent shall issue to each record holder of Company Shares (A) a certificate or certificates registered in the name of such Stockholder representing the Closing Shares that such Stockholder shall be entitled to receive as set forth in Section 1.1(c) hereof and (B) a certificate or certificates registered in the name of the Escrow Agent for the benefit of each Stockholder representing the Escrow Shares that such Stockholder shall deposit into Escrow as set forth in Section 1.1(c) hereof. Until the certificate, certificates or affidavit is or are surrendered together with the Share Sale Agreement as contemplated by this Section 1.7, each certificate or affidavit that immediately prior to the Effective Time represented any outstanding Company Shares shall be deemed, at and after the Effective Time, to represent only the right to receive such number of Parent Shares (Closing Shares and Escrow Shares) specified in Section 1.1 (c) hereof for the holder thereof.

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Section 1.8 Surrender and Exchange of Company Options at Closing . At Closing (as defined in Section 7.3 herein), and upon

surrender or deliver by each of the Company Option Holders of their respective Company Options, Parent shall issue to each Company Option Holder a certificate or certificates registered in the name of such Company Option Holder representing the Parent Options that such Company Option Holder is entitled to receive, as set forth in Schedule 1.2 hereof.

Section 1.9 Fractional Shares . No certificates or scrip representing fractional shares shall be issued to the Stockholders on the surrender for exchange of certificates that, immediately prior to the Effective Time, represented Company Shares converted into Parent Shares and evidenced by certificates representing Closing Shares and Escrow Shares, respectively, pursuant to Section 1.1(c) (“ Certificates ”) and such Stockholders shall not be entitled to any voting rights, rights to receive any dividends or distributions or other rights as a stockholder of the Parent with respect to any fractional shares that would have otherwise been issued to such Stockholders. In lieu of any fractional shares that would have otherwise been issued, each former Stockholder that would have been entitled to receive a fractional share shall, on proper surrender of such person’s Certificates, receive such whole number of Parent Shares as is equal to the precise number of Parent Shares to which such Stockholder would be entitled, rounded up or down to the nearest whole number (with a fractional interest equal to 0.5 rounded upward to the nearest whole number); provided that each such Stockholder shall receive at least one share of Parent Share and the total number of Parent Shares issued pursuant to the Exchange shall not exceed 71,471,764 shares.

Section 1.10 Company Options and Warrants . At the Effective Time:

(a) The Company shall cause the termination, as of the Effective Time, of any and all outstanding warrants exercisable to acquire Company Shares, whether vested or unvested, and the Company shall have no warrants issued and outstanding (the “ Company Warrants ”).

(b) The parties acknowledge that following the Exchange, the Parent will adopt a Stock Option Plan providing for the

issuance of up to 10% of the Parent’s outstanding common stock for potential issuances to employees and consultants of the Company and the Parent.

Section 1.11 Parent Shares . Parent agrees that it will cause the Parent Shares into which the Company Shares are exchanged at the

Effective Time, to be available for such purpose. Parent further covenants that immediately prior to the Effective Time, and taking into account the cancellation of an aggregate of 32,500,000 shares of Parent Shares, as set forth in Section 6.2(g)(iv) hereof, there will be no more than 12,782,000 shares of Parent Common Stock issued and outstanding and that, except as set forth on Schedule 1.11 no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding, except as described herein.

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Section 1.12 Operation of the Company . The Company acknowledges that upon the effectiveness of this Agreement and the

compliance by the Parent and of its duties and obligations hereunder, Parent shall have the absolute and unqualified right to deal with the assets and business of the Company as its own property without limitation on the disposition or use of such assets or the conduct of such business.

Section 1.13 Rule 802 of the Securities Act . The parties acknowledge that the shares of Parent Common Stock to be issued to the Stockholders pursuant to this Agreement shall neither be registered with the Commission nor with any state of the United States and that the issuance of the shares of Parent Common Stock to the Stockholders will be made pursuant to an exemption from the registration requirements of the Securities Act provided by Rule 802 of the Securities Act (the “ Rule 802 Exemption ”) and pursuant to applicable exemptions from state registration requirements. In order to ensure the availability of the Rule 802 Exemption, the parties agree as follows:

(a) The Company is a “foreign private issuer” as defined under Rule 405 of the Securities Act.

(b) No more than 10% of the Company Common Stock to be exchanged by Stockholders into Parent Common Stock pursuant to the terms of this Agreement is held by Stockholders who are U.S. Holders, as defined in Section 7.2 herein. The calculation of U.S. Holders shall be made in accordance with Rule 800(h) of the Securities Act as of a date no more than sixty (60) days before and no more than thirty (30) days after the public announcement of the Exchange, unless the calculation is unable to be made within these times frames, whereby the calculation shall be made as of the most recent practicable date prior to the public announcement of the Exchange, but in no event earlier than one hundred and twenty (120) days prior to the public announcement of the Exchange.

(c) U.S. Holders of the Company shall be permitted to exchange their shares of Company Common Stock for shares of

Parent Common Stock on terms at least as favorable as those offered to Stockholders who are not U.S. Holders.

(d) Any informational document relating to this Agreement that is disseminated or published to Stockholders in Australia shall also be disseminated and published to Stockholders who are U.S. Holders on a comparable basis to that provided to Stockholders in Australia.

(e) All such informational documents shall be furnished to the Commission on Form CB by the first business day after

dissemination or publication.

(f) The Company shall assist Parent in preparing all informational documents to ensure that such informational documents comply as to form and content with the requirements of the Commission and Australian law, as applicable.

(g) A legend in substantially the following form shall be included on the cover page of any informational document

disseminated or published to U.S. Holders:

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THIS EXCHANGE OFFER AND BUSINESS COMBINATION IS MADE FOR THE SECURITIES OF A FOREIGN COMPANY. THE OFFER IS SUBJECT TO DISCLOSURE REQUIREMENTS OF A FOREIGN COUNTRY THAT ARE DIFFERENT FROM THOSE OF THE UNITED STATES. FINANCIAL STATEMENTS INCLUDED IN THE DOCUMENT, IF ANY, HAVE BEEN PREPARED IN ACCORDANCE WITH FOREIGN ACCOUNTING STANDARDS THAT MAY NOT BE COMPARABLE TO THE FINANCIAL STATEMENTS OF UNITED STATES COMPANIES.

IT MAY BE DIFFICULT FOR YOU TO ENFORCE YOUR RIGHTS AND ANY CLAIM YOU MAY HAVE ARISING UNDER THE FEDERAL SECURITIES LAWS, SINCE SOME OR ALL OF THE ISSUER’S OFFICERS AND DIRECTORS MAY BE RESIDENTS OF A FOREIGN COUNTRY. YOU MAY NOT BE ABLE TO SUE THE ISSUER’S OFFICERS OR DIRECTORS IN A FOREIGN COURT FOR VIOLATIONS OF U.S. SECURITIES LAWS. IT MAY BE DIFFICULT TO COMPEL THE ISSUER’S OFFICERS OR DIRECTORS TO SUBJECT THEMSELVES TO A U.S. COURT'S JUDGMENT.

YOU SHOULD BE AWARE THAT THE ISSUER MAY PURCHASE SECURITIES OTHERWISE THAN UNDER THE EXCHANGE OFFER, SUCH AS IN OPEN MARKET OR PRIVATELY NEGOTIATED PURCHASES.

ARTICLE 2

Representation and Warranties of the Company

The Company hereby represents and warrants to Parent as follows:

Section 2.1 Organization, Standing, Subsidiaries, Etc.

(a) The Company is a corporation duly organized and existing in good standing under the laws of the Country of Australia,

and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement and to carry out the terms hereof and thereof. Copies of the Certificate of Incorporation and By-laws of the Company that have been delivered to Parent and prior to the execution of this Agreement are true and complete and have not since been amended or repealed.

(b) The Company has no subsidiaries or direct or indirect interest (by way of stock ownership or otherwise) in any firm,

corporation, limited liability company, partnership, association or business.

Section 2.2 Qualification . The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “ Condition of the Company ”).

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Section 2.3 Corporate Acts and Proceedings . The execution, delivery and performance of this Agreement, the Share Sale

Agreements and any other agreements delivered in connection herewith (together, the “ Exchange Documents ”) have been duly authorized by the board of directors of the Company and have been approved by the requisite vote or consent of the Stockholders, as applicable, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Exchange Documents and the consummation of the Exchange have been validly and appropriately taken.

Section 2.4 Capitalization of the Company . As of the Closing Date, there are 61,471,764 Company Shares issued and outstanding, and such issued shares are duly authorized, validly issued, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person. Other than as set forth in Schedule 2.4 hereof, as of the Closing Date, the Company has no outstanding options, warrants, rights or commitments to issue Company Common Stock or other Equity Securities of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Company.

Section 2.5 Indebtedness . The Company has no Indebtedness for Borrowed Money, except as disclosed on the Balance Sheet.

Section 2.6 Company Stockholders . To the knowledge of the Company, except as described in Schedule 2.6 , there is no voting trust, agreement or arrangement among any of the beneficial holders of Company Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Company Common Stock.

Section 2.7 Compliance with Laws and Instruments . The conduct of the Company’s business has been and is being conducted in compliance with all applicable laws, rules and regulations, except for such violations which would not have a material adverse effect on the Condition of the Company. The execution, delivery and performance by the Company of the Exchange Documents and the consummation by the Company of the transactions contemplated by this Agreement: (i) will not require any authorization, consent or approval of, or filing or registration with, any court or governmental agency or instrumentality, except such as shall have been obtained prior to the Closing, ii) will not cause the Company to violate or contravene (a) any provision of law, (b) any rule or regulation of any agency or government, (c) any order, judgment or decree of any court, or (d) any provision of the Certificate of Incorporation or By-laws of the Company, (iii) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other contract, agreement or instrument to which the Company is a party or by which the Company or any of its properties is bound or affected, except as would not have a material adverse effect on the Condition of the Company and (iv) will not result in the creation or imposition of any Lien upon any property or asset of the Company. The Company is not in violation of, or (with or without notice or lapse of time, or both) in default under, any term or provision of its Certificate of Incorporation or By-laws or of any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or, except as would not materially and adversely affect the Condition of the Company, or any other material agreement or instrument to which the Company is a party or by which the Company or any of its properties is bound or affected.

Section 2.8 Binding Obligations . The Exchange Documents constitute the legal, valid and binding obligations of the Company and are enforceable against the Company in accordance with their respective terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

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Section 2.9 Broker’s and Finder’s Fees . No person, firm, corporation or other entity is entitled by reason of any act or omission of

the Company to any broker’s or finder’s fees, commission or other similar compensation with respect to the execution and delivery of this Agreement or with respect to the consummation of the transactions contemplated hereby or thereby. The Company shall indemnify and hold Parent harmless from and against any and all loss, claim or liability arising out of any such claim from any other Person who claims they introduced Company to Parent or assisted with the transactions contemplated by or described herein.

Section 2.10 Financial Statements . Attached hereto as Schedule 2.10 are the Company’s audited Financial Statements for the fiscal years ended June 30, 2009 and 2008 and the Company’s unaudited balance sheet (the “ Balance Sheet ”) as of December 31, 2009 (the “Balance Sheet Date ”) and the Statement of Operations for the six month period ended December 31, 2009. Such financial statements (i) are in accordance with the books and records of the Company, (ii) present fairly in all material respects the financial condition of the Company at the dates therein specified and the results of its operations and changes in financial position for the periods therein specified and (iii) have been prepared in accordance with generally accepted accounting principles (“ GAAP ”) applied on a basis consistent with prior accounting periods.

Section 2.11 Changes . Since the Balance Sheet Date, except as disclosed in Schedule 2.11 hereto, the Company has not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except for fees, expenses and liabilities incurred in connection with the Merger and related transactions and current liabilities incurred in the usual and ordinary course of business, (ii) discharged or satisfied any Liens other than those securing, or paid any obligation or liability other than, current liabilities shown on the Balance Sheet and current liabilities incurred since the Balance Sheet Date, in each case in the usual and ordinary course of business, (iii) mortgaged, pledged or subjected to Lien any of its assets, tangible or intangible other than in the usual and ordinary course of business, (iv) sold, transferred or leased any of its assets, except in the usual and ordinary course of business, (v) cancelled or compromised any debt or claim, or waived or released any right, of material value, (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the Condition of the Company, (vii) entered into any transaction other than in the usual and ordinary course of business, (viii) encountered any labor union difficulties, (ix) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding capital stock, (x) suffered or experienced any change in, or condition affecting, the Condition of the Company other than changes, events or conditions in the usual and ordinary course of its business, none of which (either by itself or in conjunction with all such other changes, events and conditions) has been materially adverse, (xi) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted, (xii) made or permitted any amendment or termination of any material contract, agreement or license to which it is a party, (xiii) suffered any material loss not reflected in the Balance Sheet or its statement of income for the year ended on the Balance Sheet Date, or (xiv) entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

Section 2.12 Employees . The Company has complied in all material respects with all laws relating to the employment of labor, and the Company has encountered no material labor union difficulties. Other than pursuant to ordinary arrangements of employment compensation, the Company is not under any obligation or liability to any officer, director or employee of the Company.

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Section 2.13 Tax Returns and Audits . All required federal, state and local Tax Returns of the Company have been accurately

prepared and duly and timely filed or extensions with respect thereto have been granted, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax.

Section 2.14 Title to Property and Encumbrances . The Company has good, valid and indefeasible marketable title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens (except as set forth in Schedule 2.14 ) and other encumbrances, except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not, individually or in the aggregate, materially detract from the value of the property or assets or materially impair the use made thereof by the Company in its business.

Section 2.15 Litigation . Except as disclosed in Schedule 2.15 hereto, there is no legal action, suit, arbitration or other legal, administrative or other governmental proceeding pending or, to the best knowledge of the Company, threatened against or affecting the Company or its properties or assets and the Company is not aware of any incident, transaction, occurrence or circumstance that might reasonably be expected to result in or form the basis for any such action, suit, arbitration or other proceeding. The Company is not in default with respect to any order, writ, judgment, injunction, decree, determination or award of any court or any governmental agency or instrumentality or arbitration authority.

Section 2.17 Licenses . The Company possesses from all appropriate governmental authorities all licenses, permits, authorizations, approvals, franchises and rights necessary for the Company to engage in the business currently conducted by it, all of which are in full force and effect.

Section 2.18 Compliance with Rule 802 of the Securities Act . The Company is a “foreign private issuer” as defined under Rule 405 of the Securities Act and no more than 10% of the Company Common Stock to be exchanged into Parent Common Stock pursuant to the terms of this Agreement is held by Stockholders who are U.S. Holders, as defined in Section 7.2 herein.

Section 2.19 Intellectual Property . The Company (i) owns, or possesses adequate rights or licenses to use, all intellectual property (“ Intellectual Property ”) necessary or material for use in connection with its business, except where the failure to so own or possess such Intellectual Property could not reasonably be expected to have a material adverse effect on the Company, (ii) has good and marketable title to the Intellectual Property free and clear of any encumbrance or holds a valid license agreement or arrangement to use the Intellectual Property and each such license agreement or arrangement to which the Company is a party to is valid and subsisting and, to the knowledge of the Company, is in good standing and there is no default thereunder, (iii) to the best of the knowledge of the Company, no person has threatened, sent notice of, interfered with, infringed upon, misappropriated, or otherwise come into conflict with or commenced any legal proceeding claiming adverse ownership, invalidity or conflict with respect to any of the Intellectual Property or challenging any rights of the Company in and to any of the Intellectual Property, or the right of the Company to use any of the Intellectual Property and (iv) the Company has not threatened, sent notice of or commenced any legal proceeding challenging the intellectual property of any other person and, to the best of the knowledge of the Company, no other person is using any intellectual property which conflicts with, infringes upon or violates the rights of the Company in and to the Intellectual Property.

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Section 2.20 No Appraisal Rights . No Stockholder is entitled to appraisal rights under the Australian Corporations Act 2001 (Cth)

or any applicable law.

ARTICLE 3

Representation and Warranties of Parent

Parent represents and warrants to the Company as follows:

Section 3.1 Organization, Standing, Subsidiaries, Etc.

(a) Parent is a corporation duly organized and existing in good standing under the laws of the state of Nevada. Parent has delivered to the Company complete and correct copies of their respective Articles of Incorporation and By-laws in effect as of the Closing Date.

(b) The Parent has no subsidiaries or direct or indirect interest (by way of stock ownership or otherwise) in any firm,

corporation, limited liability company, partnership, association or business.

Section 3.2 Qualification . The Parent is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Parent (the “ Condition of the Parent. ”).

Section 3.3 Corporate Authority . The Parent and has full corporate power and authority to enter into this Agreement and the other agreements to be made pursuant to the Exchange Documents and to carry out the transactions contemplated hereby and thereby. All corporate acts and proceedings required for the authorization, execution, delivery and performance of the Exchange Documents and such other agreements and documents by Parent (as the case may be) have been duly and validly taken or will have been so taken prior to the Closing. Each of the Exchange Documents constitutes a legal, valid and binding obligation of Parent (as the case may be), each enforceable against them in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general principles of equity.

Section 3.4 Capitalization of Parent . The authorized capital stock of Parent consists of 100,000,000 shares of common stock, par value $0.001 per share, of which not more than 12,782,000 shares will be, prior to the Effective Time, issued and outstanding after taking into consideration the cancellation of certain shares of Parent Common Stock, as indicated in Section 6.2(g)(iv) hereof, except that, at the Effective Time or shortly thereafter, Parent shall increase its authorized capital stock to 200,000,000 shares of common stock, par value $0.001, as contemplated by Section 5.4 hereof. Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of Parent Common Stock are validly issued and outstanding, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any person.

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Section 3.5 Broker’s and Finder’s Fees . No person, firm, corporation or other entity is entitled by reason of any act or omission of

Parent to any broker’s or finder’s fees, commission or other similar compensation with respect to the execution and delivery of this Agreement or with respect to the consummation of the transactions contemplated hereby or thereby. Parent indemnifies and holds the Company harmless from and against any and all loss, claim or liability arising out of any such claim from any other Person who claims they introduced Parent to, or assisted them with the transactions contemplated by or described herein.

Section 3.6 Validity of Shares . The s Parent Shares to be issued at the Closing pursuant to Section 1.1(b) hereof, when issued and delivered in accordance with the terms hereof and of the Share Sale Agreements shall be duly and validly issued, fully paid and non-assessable.

Section 3.7 SEC Reporting and Compliance . Since the filing of its Annual Report on Form 10-K for the fiscal year ended September 30, 2009, the Parent has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act (collectively, the “ Parent SEC Documents ”). To the Parent’s knowledge, as of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents. Since the date of the respective filings, the Parent has not incurred any liabilities except in the ordinary course of business or as reflected in the Parent SEC Documents. The Parent has not missed any filing deadlines in the last two calendar years.

Section 3.8 Financial Statements . The balance sheets, and statements of income, changes in financial position and stockholders’equity contained in the Parent SEC Documents (the “ Parent Financial Statements ”) ( i) have been prepared in accordance with GAAP applied on a basis consistent with prior periods (and, in the case of unaudited financial information, on a basis consistent with year-end audits), (ii) are in accordance with the books and records of the Parent, and (iii) present fairly in all material respects the financial condition of the Parent at the dates therein specified and the results of its operations and changes in financial position for the periods therein specified. The financial statements included in the Annual Report on Form 10-K for the fiscal year ended September 30, 2009, are as audited by, and include the related opinions of Manning Elliott LLP, Parent’s independent certified public accountants. The financial information included in the Quarterly Reports on Form 10-Q for the quarter ended December 31, 2009, is unaudited, but reflects all adjustments (including normally recurring accounts) that Parent considers necessary for a fair presentation of such information and have been prepared in accordance with generally accepted accounting principles, consistently applied.

Section 3.9 Governmental Consents . All material consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with any federal or state governmental authority on the part of Parent required in connection with the consummation of the this Agreement shall have been obtained prior to, and be effective as of, the Closing.

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Section 3.10 Compliance with Laws and Other Instruments . The execution, delivery and performance by Parent of this

Agreement, and the other agreements to be made by Parent pursuant to or in connection with this Agreement and the consummation by Parent of the transactions contemplated by the Exchange Documents will not cause Parent to violate or contravene (i) any provision of law, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (v) any provision of their respective Articles of Incorporation or By-Laws as amended and in effect on and as of the Closing Date and will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Parent is a party or by which Parent or any of its properties are bound.

Section 3.11 No General Solicitation . In issuing Parent Shares pursuant to this Agreement and the Stock Sale Agreements, neither Parent nor anyone acting on its behalf has offered to sell the Parent Shares by any form of general solicitation or advertising.

Section 3.12 Binding Obligations . The Exchange Documents constitute the legal, valid and binding obligations of the Parent and are enforceable against the Parent in accordance with their respective terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Section 3.14 Absence of Undisclosed Liabilities . Parent has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (i) as disclosed in the Parent SEC Documents, (ii) to the extent set forth on or reserved against in the balance sheet of Parent as of December 31, 2009 (the “ Parent Balance Sheet ”) or the Notes to the Parent Financial Statements, (iii) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since December 31, 2009 (the “ Parent Balance Sheet Date ”), none of which (individually or in the aggregate) materially and adversely affects the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Parent (the “ Condition of the Parent ”), and (iv) by the specific terms of any written agreement, document or arrangement attached as an exhibit to the Parent SEC Documents. At December 31, 2009, Parent’s total liabilities consist of an aggregate of $57,944.

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Section 3.15 Changes . Since the Parent Balance Sheet Date, except as disclosed in the Parent SEC Documents or in Schedule

3.15 , the Parent has not (i) incurred any debts, obligations or liabilities, absolute, accrued or, to the Parent’s knowledge, contingent, whether due or to become due, (ii) discharged or satisfied any Liens other than those securing, or paid any obligation or liability other than, current liabilities shown on the Parent Balance Sheet and current liabilities incurred since the Parent Balance Sheet Date, in each case in the usual and ordinary course of business, (iii) mortgaged, pledged or subjected to Lien any of its assets, tangible or intangible, other than in the usual and ordinary course of business, (iv) sold, transferred or leased any of its assets, except in the usual and ordinary course of business, (v) cancelled or compromised any debt or claim, or waived or released any right of material value, (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) which could reasonably be expected to have a material adverse effect on the Condition of the Parent, (vii) entered into any transaction other than in the usual and ordinary course of business, (viii) encountered any labor union difficulties, (ix) made or granted any wage or salary increase or made any increase in the amounts payable under any profit sharing, bonus, deferred compensation, severance pay, insurance, pension, retirement or other employee benefit plan, agreement or arrangement, other than in the ordinary course of business consistent with past practice, or entered into any employment agreement, (x) issued or sold any shares of capital stock, bonds, notes, debentures or other securities or granted any options (including employee stock options), warrants or other rights with respect thereto, (xi) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding capital stock, (xii) suffered or experienced any change in, or condition affecting, the financial condition of the Parent other than changes, events or conditions in the usual and ordinary course of its business, none of which (either by itself or in conjunction with all such other changes, events and conditions) could reasonably be expected to have a material adverse effect on the Condition of the Parent, (xiii) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted, (xiv) made or permitted any amendment or termination of any material contract, agreement or license to which it is a party, (xv) suffered any material loss not reflected in the Parent Balance Sheet or its statement of income for the year ended on the Parent Balance Sheet Date, (xvi) paid, or made any accrual or arrangement for payment of, bonuses or special compensation of any kind or any severance or termination pay to any present or former officer, director, employee, stockholder or consultant, (xvii) made or agreed to make any charitable contributions or incurred any non-business expenses in excess of $5,000 in the aggregate, or (xviii) entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

Section 3.16 Tax Returns and Audits . All required federal, state and local Tax Returns of the Parent have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid to the extent that the same are material and have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of the Parent. The Parent is not and has not been delinquent in the payment of any Tax. The Parent has not had a Tax deficiency assessed against it. None of the Parent’s federal income tax returns nor any state or local income or franchise tax returns has been audited by governmental authorities. The reserves for Taxes reflected on the Parent Balance Sheet are sufficient for the payment of all unpaid Taxes payable by the Parent with respect to the period ended on the Parent Balance Sheet Date. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Parent now pending, and the Parent has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns.

Section 3.17 Litigation . Except as disclosed in the Parent SEC Documents, there is no legal action, suit, arbitration or other legal, administrative or other governmental proceeding pending or, to the knowledge of the Parent, threatened against or affecting the Parent or their properties, assets or business. To the knowledge of the Parent, Parent is not in default with respect to any order, writ, judgment, injunction, decree, determination or award of any court or any governmental agency or instrumentality or arbitration authority.

Section 3.18 Interested Party Transactions . Except as disclosed in the Parent SEC Documents, no officer, director or stockholder of the Parent or any Affiliate or “associate” (as such term is defined in Rule 405 under the Securities Act) of any such Person or the Parent has or has had, either directly or indirectly, (i) an interest in any Person that (a) furnishes or sells services or products that are furnished or sold or are proposed to be furnished or sold by the Parent or (b) purchases from or sells or furnishes to the Parent any goods or services, or (ii) a beneficial interest in any contract or agreement to which the Parent is a party or by which it may be bound or affected.

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Section 3.19 Questionable Payments . The Parent has not, nor to the knowledge of the Parent, any director, officer, agent,

employee or other Person associated with or acting on behalf of the Parent, has (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any direct or indirect unlawful payments to government officials or employees from corporate funds, (iii) established or maintained any unlawful or unrecorded fund of corporate monies or other assets, (iv) made any false or fictitious entries on the books of record of any such corporations; or (v) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

Section 3.20 Employees . Other than pursuant to ordinary arrangements of employment compensation, Parent is not under any obligation or liability to any officer, director, employee or Affiliate of Parent.

Section 3.21 Disclosure . There is no fact relating to Parent that Parent has not disclosed to the Company in writing that materially and adversely affects nor, insofar as Parent can now foresee, will materially and adversely affect, the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of Parent. No representation or warranty by Parent herein and no information disclosed in the schedules or exhibits hereto by Parent contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein misleading.

ARTICLE 4

Financing

Section 4.1 Financing . After Closing, the Parent shall use all reasonable efforts to raise up to AU$6,000,000 of new investments, either through the issuance of equity, convertible securities or debt, or a combination thereof, at a purchase price of not less than AU$0.30 per share (the “ Purchase Price ”).

Section 4.2. Placement of Parent Common Stock in Escrow . In order to mitigate the effects of the financing set forth in Section 4.1 above, the Stockholders as set forth in Schedule 1.1(b) hereof agree to place the Escrow Shares (described under the heading “Parent Shares Held in Escrow” opposite such Stockholder’s name) with Gersten Savage LLP, as escrow agent (the “ Escrow Agent ”) pursuant to the terms of an Escrow Agreement, in the form attached hereto as Exhibit A (the “ Escrow Agreement ”). One-sixth (1/6) of the Escrow Shares shall be released to the Stockholders, on a pro-rata basis, for every AU$1,000,000 in financing raised by the Parent and/or the Surviving Corporation at a price per share equal to or greater than the Purchase Price (the “ Financing Release ”). The preceding sentence notwithstanding, in the event that:

(a) the Parent consummate one or more financing transactions at a price per share that is less than the Purchase Price, then the Escrow Shares shall be released to the Parent for cancellation, in accordance with Section 4.3 below; or

(b) after three years from the Closing Date, any remaining Escrow Shares, after giving effect to the Financing Release and

the cancellation of shares set forth under Section 4.2(a) above, shall be released to the Stockholders.

Section 4.3 Release of Shares in Escrow . In the event that the Parent consummates one or more financing transactions at a price per share that is less than the Purchase Price, the Escrow Shares shall be released and returned to the Parent for cancellation at the following rate:

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X = Y - (A)(Y)

B

Section 4.4 Foreign Currency Conversion . For the purposes of this Article 4, the purchase price per share of Parent Common

Stock for a financing conducted in a currency other than Australian dollars (“ Foreign Currency ”) shall be converted into Australian dollars based on the rate of exchange for the conversion of such Foreign Currency into Australian dollars as quoted by the Reserve Bank of Australia on the closing date of such financing.

ARTICLE 5

Additional Agreements

Section 5.1 Additional Agreements . Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using its commercially reasonable efforts to satisfy the conditions precedent to the obligations of any of the parties hereto to obtain all necessary waivers, and to lift any injunction or other legal bar to this Agreement (and, in such case, to proceed with the Exchange as expeditiously as possible). In order to obtain any necessary governmental or regulatory action or non-action, waiver, consent, extension or approval, each of Parent and the Company agrees to take all reasonable actions and to enter into all reasonable agreements as may be necessary to obtain timely governmental or regulatory approvals and to take such further action in connection therewith as may be necessary. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and/or directors of Parent and the Company shall take all such necessary action.

Section 5.2 Publicity . No party shall issue any press release or public announcement pertaining to this Agreement that has not been agreed upon in advance by Parent and the Company, except as Parent reasonably determines to be necessary in order to comply with the rules of the Commission or of the principal trading exchange or market for Parent Common Stock, provided that in such case Parent will use its best efforts to allow Company to review and reasonably approve such press release or public announcement prior to the dissemination thereof.

Section 5.3 Appointment of Officers and Directors . Immediately upon the Effective Time, Parent shall accept the resignations of its current officers and directors, as provided by Section 6.2(g)(vi) hereof, and shall cause the following persons to be appointed or elected to such office or positions as set forth below:

Where X = the number of Escrow Shares to be released for cancellation by Parent.

Y = the number of shares of Parent Common Stock (and/or Parent Common Stock acquirable upon exercise or conversion of securities issued in the financing.)

A = the price per share of Parent Common Stock (and/or Parent Common Stock acquirable upon exercise or conversion of securities issued in the financings) issued in the financing.

B = Purchase Price.

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Parent shall make all appropriate filings with the Commission to report the change set forth above.

Section 5.4 Parent Name Change and Increase in Authorized Capital of Parent . In connection with the approval of this Agreement, Parent’s board of directors has recommend amending Parent’s Articles of Incorporation, at the Effective Time or shortly thereafter, to change Parent’s name to Virtual Medical Centre, Inc. and to increase the authorized capital of Parent to 200,000,000 shares of common stock, par value $0.001. In contemplation of the foregoing, pursuant to the Share Sale Agreements, the Stockholders have provided written consent as stockholders of Parent to the filing of a Certificate of Amendment to amend Parent’s Articles of Incorporation to change the name and increase the authorized capital of Parent pursuant to this Section 5.4.

Section 5.5 SEC Form 8-K Filing . Parent will file a Form 8-K with the SEC within four business days of the Closing Date.

Section 5.6 SEC Schedule 14F Filing . Parent will file a Schedule 14F with the SEC within four business days of the Closing Date and take such actions as may be reasonably required to effect the appointment of the directors as contemplated in Section 5.3 of this Agreement.

Section 5.7 SEC Schedule 14C Filing . Parent will promptly file a Schedule 14C with the SEC to effect the name change of Parent and to increase the authorized capital of Parent, as contemplated in Section 5.4 of this Agreement.

ARTICLE 6

Conditions to Closing

Section 6.1 Parent Obligations . The obligations of Parent under this Agreement are subject to the fulfillment at or prior to the Closing of the following conditions, any of which may be waived in whole or in part by Parent.

(a) Accuracy of Representations and Warranties . The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date, as though made at that time.

Name Position

Wayne Hughes Chief Executive Officer Stuart Usher Chief Financial Officer Tom Maher Chief Operating Officer Andrew Dean Director Cliff Rosenberg Director

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(b) Compliance with Agreement . The Company shall have performed and complied in all material respects with all

agreements and conditions required by this Agreement to be performed or complied with by them on or before the Closing Date, including, but not limited to, causing each Stockholder to execute and deliver a Share Sale Agreement.

(c) No Default or Adverse Change . There shall not exist on the Closing Date any Default or Event of Default or any

event or condition that, with the giving of notice or lapse of time, or both, would constitute a Default or Event of Default, and since the Balance Sheet Date, there shall have been no material adverse change in the Condition of the Company.

(d) Certificate of Officers . The Company shall have delivered to Parent and a certificate dated the Closing Date, executed

on its behalf by the Secretary of the Company, certifying the satisfaction of the conditions specified in paragraphs (a), (b) and (c) of this Section 6.1.

(e) Payment of Obligations . The Company shall have cash at Closing sufficient to pay the Parent’s existing accounts

payable in the amount of $10,000. The Company shall also assume and repay the following obligations of the Parent: (i) loans to certain shareholders of the Parent in the amount of $40,944; (ii) accrued legal fees to Maitland & Co. in the amount of $10,000; and (iii) certain accounts payable of the Parent in the amount of $7,000, provided that the obligations listed in (i), (ii) and (iii) hereof shall be repaid upon the consummation of the financing set forth in Article 4 hereof. In addition, the Company shall assume all of the accounting expenses incurred by the Parent in the amount of CDN$4,225, to be paid as promptly as permitted after Closing, and shall promptly pay the legal expenses incurred by the Parent in connection with the transactions contemplated by this Agreement, provided however, that such legal expenses shall not exceed US$41,658.28.

(f) Government Approvals . All government approvals that may be required to effectuate the transactions on the part of

the Company, as contemplated herein, shall have been obtained.

(g) Opinion of Company’s Counsel . Parent shall have received from counsel for the Company, a favorable opinion dated the Closing Date with respect to such matters as are customary in transactions of the type contemplated by this Agreement, including but not limited to an opinion from the Company’s Australian counsel that the Exchange is exempt from the tender offer rules and prospectus requirements under Australian securities laws and that any pre-emptive rights have been effectively waived under Australian securities laws.

(h) No Restraining Action . No action or proceeding before any court, governmental body or agency shall have been

threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by the Exchange Documents.

(i) Supporting Documents . Parent shall have received the following:

(i) Copies of resolutions of the board of directors and the stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Exchange Documents and all other documents and instruments to be delivered pursuant hereto and thereto.

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(j) Proceedings and Documents . All corporate and other proceedings and actions taken in connection with the

transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be reasonably satisfactory in form and substance to Parent. The Company shall furnish to Parent such supporting documentation and evidence of the satisfaction of any or all of the conditions precedent specified in this Section 6.1 as Parent or its counsel may reasonably request.

(k) SEC Post-Closing Filing Requirements . The Company shall have delivered to Parent drafts of the Form 8-K,

Schedule 14F, and Schedule 14C for filing with the Commission following Closing, as contemplated in Sections 5.5, 5.6 and 5.7, respectively.

Section 6.2 Company Obligations . The obligations of the Company under this Agreement are subject to the fulfillment at or prior

to the Closing of the following conditions, any of which may be waived in whole or in part by the Company.

(a) Accuracy of Representations and Warranties . The representations and warranties of the Parent shall be true and correct in all material respects as of the date when made and as of the Closing Date, as though made at that time.

(ii) A certificate, dated the Closing Date, executed by the Company’s Secretary, certifying that, (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the consummation of the actions contemplated by this Agreement shall have been duly made or obtained, (ii)all material consents by third parties that are required have been obtained; (iii) each Stockholder has executed and delivered a Share Sale Agreement, and (iv) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by the Exchange Documents.

(iii) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the government of Australia and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary.

(iv) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as Parent may reasonably request.

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(b) Compliance with Agreement . Parent shall have performed and complied in all material respects with all agreements

and conditions required by this Agreement to be performed or complied with by them on or before the Closing Date.

(c) No Default or Adverse Change . There shall not exist on the Closing Date any Default or Event of Default or any event or condition, that with the giving of notice or lapse of time, or both, would constitute a Default of Event of Default, and since the Parent Balance Sheet Date, there shall have been no material adverse change in the Condition of the Parent.

(d) Certificate of Officers . Parent shall have delivered to the Company a certificate dated the Closing Date, executed on

their behalf by its President or other duly authorized officers, certifying the satisfaction of the conditions specified in paragraphs (a), (b), and (c) of this Section 6.2.

(e) Government Approvals . All government approvals that may be required to effectuate the transactions on the part of

the Parent as contemplated herein, shall have been obtained.

(f) Opinion of Parent’s Counsel . The Company shall have received from counsel for Parent, a favorable opinion dated the Closing Date with respect to such matters as are customary in transactions of the type contemplated by this Agreement.

(g) Supporting Documents . The Company shall have received the following:

(i) Copies of resolutions of Parent’s respective board of directors certified by its Secretary, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, and all other documents and instruments to be delivered by them pursuant hereto and thereto.

(ii) A certificate of incumbency executed by the Secretary of Parent certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i) above and further certifying that the certificates of incorporation and by-laws of Parent appended thereto have not been amended or modified.

(iii) A certificate, dated the Closing Date, executed by the Secretary of the Parent certifying that all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the consummation of the actions contemplated by this Agreement shall have been duly made or obtained, and all material consents by third parties required have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of this Agreement or the carrying out of the transactions contemplated by any of the Exchange Documents.

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(h) Proceedings and Documents . All corporate and other proceedings and actions taken in connection with the

transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be mutually satisfactory in form and substance to the Company and Parent shall furnish to the Company such supporting documentation and evidence of satisfaction of any or all of the conditions specified in this Section 6.2 as the Company may reasonably request.

ARTICLE 7

Miscellaneous

Section 7.1. Amendment of Agreement . This Agreement may be amended or modified at any time in all respects by an instrument

in writing executed in the case of this Agreement by the parties hereto.

(iv) A certificate, dated the Closing Date, executed by the Secretary of the Parent, stating that 32,500,000 shares of Parent Common Stock have been cancelled and that the number of shares of Parent Common Stock issued and outstanding on a fully diluted basis as of the Closing Date is no more than 12,782,000 shares.

(v) An agreement in writing from Manning Elliot LP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm.

(vi) The executed resignation of all of the directors and officers of Parent, with the resignation to take effect at the Effective Time.

(vii) Evidence as of a recent date of the good standing and corporate existence of each of the Parent issued by the Secretary of State of Nevada and evidence that the Parent is qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary.

(viii) Evidence that Parent has all tax returns required to be filed in the state of Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns.

(ix) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

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Section 7.2. Definitions . Unless the context otherwise requires, the terms defined in this Section 7 shall have the meanings herein

specified for all purposes of this Agreement, applicable to both the singular and plural forms of any of the terms herein defined.

“ Affiliate ” shall mean any Person that directly or indirectly controls, is controlled by, or is under common control with, the indicated Person.

“ Agreement ” shall mean this Agreement.

“ Balance Sheet ” and “ Balance Sheet Date ” shall have the meanings assigned to such terms in Section 2.10 hereof.

“ Closing ” and “ Closing Date ” shall have the meanings assigned to such terms in Section 7.3 hereof.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Commission ” shall mean the U.S. Securities and Exchange Commission.

“ Company ” shall mean Virtual Medical Centre, Limited, an Australian corporation.

“ Company Common Stock ” shall mean the Common Stock of the Company.

“ Company Option Holder ” shall have the meaning assigned to it in Section 1.2 hereof.

“ Condition of the Company ” shall have the meaning assigned to it in Section 2.2 hereof.

“ Condition of the Parent ” shall have the meaning assigned to it in Section 3.14 hereof.

“ Default ” shall mean a default or failure in the due observance or performance of any covenant, condition or agreement on the part of the Company to be observed or performed under the terms of this Agreement, if such default or failure in performance shall remain un-remedied for five (5) days.

“ Effective Time ” shall have the meaning assigned to it in Section 1.3 hereof.

“ Equity Security ” shall mean any stock or similar security of an issuer or any security (whether stock or Indebtedness for Borrowed Money) convertible, with or without consideration, into any stock or similar equity security, or any security (whether stock or Indebtedness for Borrowed Money) carrying any warrant or right to subscribe to or purchase any stock or similar security, or any such warrant or right.

“ Exchange ” shall have the meaning assigned to it in Section 1.1 hereof.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

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“ Exchange Documents ” shall have the meaning assigned to it in Section 2.3 hereof.

“ Event of Default ” shall mean (a) the failure of the Company to pay any Indebtedness for Borrowed Money, or any interest or

premium thereon, within five (5) days after the same shall become due, whether such Indebtedness shall become due by scheduled maturity, by required prepayment, by acceleration, by demand or otherwise, (b) an event of default under any agreement or instrument evidencing or securing or relating to any such Indebtedness, or (c) the failure of the Company to perform or observe any material term, covenant, agreement or condition on its part to be performed or observed under any agreement or instrument evidencing or securing or relating to any such Indebtedness when such term, covenant or agreement is required to be performed or observed.

“ GAAP ” shall mean generally accepted accounting principles in the United States, as in effect from time to time.

“ Indebtedness ” shall mean any obligation of the Company which under generally accepted accounting principles is required to be shown on the balance sheet of the Company as a liability. Any obligation secured by a Lien on, or payable out of the proceeds of production from, property of the Company shall be deemed to be Indebtedness even though such obligation is not assumed by the Company.

“ Indebtedness for Borrowed Money ” shall mean (a) all Indebtedness in respect of money borrowed including, without limitation, Indebtedness which represents the unpaid amount of the purchase price of any property and is incurred in lieu of borrowing money or using available funds to pay such amounts and not constituting an account payable or expense accrual incurred or assumed in the ordinary course of business of the Company, (b) all Indebtedness evidenced by a promissory note, bond or similar written obligation to pay money, or (c) all such Indebtedness guaranteed by the Company or for which the Company is otherwise contingently liable.

“ knowledge ” and “ know ” means, when referring to any person or entity, the actual knowledge of such person or entity of a particular matter or fact, and what that person or entity would have reasonably known after due inquiry. An entity will be deemed to have “knowledge” of a particular fact or other matter if any individual who is serving, or who has served, as an executive officer of such entity has actual “knowledge” of such fact or other matter, or had actual “knowledge” during the time of such service of such fact or other matter, or would have had “knowledge” of such particular fact or matter after due inquiry.

“ Lien ” shall mean any mortgage, pledge, security interest, encumbrance, lien or charge of any kind, including, without limitation, any conditional sale or other title retention agreement, any lease in the nature thereof and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction and including any lien or charge arising by statute or other law.

“ NRS ” means the Nevada Revised Statutes, as amended.

“ Parent ” shall mean Cliff Rock Resources Corp., a Nevada corporation.

“ Parent Balance Sheet ” and “ Parent Balance Sheet Date ” shall have the meaning assigned to it in Section 3.14 hereof.

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“ Parent Common Stock ” shall mean the common stock, par value $0.001 per share, of Parent.

“ Parent Financial Statements ” shall have the meaning assigned to it in Section 3.9 hereof.

“ Parent SEC Documents ” shall have the meaning assigned to it in Section 3.8 hereof.

“ Permitted Liens ” shall mean (a) Liens for taxes and assessments or governmental charges or levies not at the time due or in

respect of which the validity thereof shall currently be contested in good faith by appropriate proceedings; (b) Liens in respect of pledges or deposits under workmen’s compensation laws or similar legislation, carriers’, warehousemen’s, mechanics’, laborers’ and materialmens’ and similar Liens, if the obligations secured by such Liens are not then delinquent or are being contested in good faith by appropriate proceedings; and (c) Liens incidental to the conduct of the business of the Company that were not incurred in connection with the borrowing of money or the obtaining of advances or credits and which do not in the aggregate materially detract from the value of its property or materially impair the use made thereof by the Company in its business.

“ Person ” shall include all natural persons, corporations, business trusts, associations, limited liability companies, partnerships, joint ventures and other entities and governments and agencies and political subdivisions.

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Stockholders ” shall mean the stockholders of the Company.

“ Tax ” or “ Taxes ” shall mean (a) any and all taxes, assessments, customs, duties, levies, fees, tariffs, imposts, deficiencies and other governmental charges of any kind whatsoever (including, but not limited to, taxes on or with respect to net or gross income, franchise, profits, gross receipts, capital, sales, use, ad valorem, value added, transfer, real property transfer, transfer gains, transfer taxes, inventory, capital stock, license, payroll, employment, social security, unemployment, severance, occupation, real or personal property, estimated taxes, rent, excise, occupancy, recordation, bulk transfer, intangibles, alternative minimum, doing business, withholding and stamp), together with any interest thereon, penalties, fines, damages costs, fees, additions to tax or additional amounts with respect thereto, imposed by the United States (federal, state or local) or other applicable jurisdiction; (b) any liability for the payment of any amounts described in clause (a) as a result of being a member of an affiliated, consolidated, combined, unitary or similar group or as a result of transferor or successor liability, including, without limitation, by reason of Regulation section 1.1502-6; and (c) any liability for the payments of any amounts as a result of being a party to any Tax Sharing Agreement or as a result of any express or implied obligation to indemnify any other Person with respect to the payment of any amounts of the type described in clause (a) or (b).

“ Tax Return ” shall include all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns (including Form 1099 and partnership returns filed on Form 1065) required to be supplied to a Tax authority relating to Taxes.

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“ U.S. Holder ” shall have the meaning ascribed to such term under Rule 800(h) of the Securities Act.

Section 7.3. Closing . The closing of the Exchange (the “ Closing ”) shall occur concurrently with the Effective Time (the “

Closing Date ”). The Closing shall occur at the offices of Gersten Savage LLP, 600 Lexington Avenue, New York, New York 10022. At the Closing, Parent shall present to the Company for delivery to each Stockholder the certificate representing the Closing Shares and the Escrow Agent with certificates representing the Escrow Share, as contemplated to be issued pursuant to Section 1.1(c) hereof. Such presentment for delivery shall be against delivery to Parent of the certificates, opinions, agreements and other instruments referred to in Section 6.1 hereof, and the certificates representing all of the Company Shares issued and outstanding immediately prior to the Effective Time. Parent will deliver at such Closing to the Company the officers’ certificate and opinion referred to in Section 6.2 hereof. All of the other documents and certificates and agreements referenced in Section 6 will also be executed as described therein. At the Effective Time, all actions to be taken at the Closing shall be deemed to be taken simultaneously.

Section 7.4 Notices . Any notice, request or other communication hereunder shall be given in writing and shall be served either personally by overnight delivery or delivered by mail, certified return receipt and addressed to the following addresses:

If to Parent:

Cliff Rock Resources, Corp. Attn: Dr. Michael Raymont 2436 – 27 th Street SW Calgary, Alberta, Canada T3E 2G3 Facsimile: (303) 629-3450

With a copy to:

Dorsey & Whitney LLP 370 17 th Street, Suite 4700 Denver, Colorado 80202 Facsimile: (303) 629-3450

If to the Company:

Virtual Medical Centre, Limited L1, 414 Scarborough Beach Road Osborne Park WA 6017 Australia Facsimile: +61-8-93880611

With a copy to:

Gersten Savage LLP Attn: Arthur S. Marcus, Esq. 600 Lexington Ave., 9 th Floor New York, NY 10022

24

Facsimile: (212) 980-5192

Notices shall be deemed received at the earlier of actual receipt or three (3) business days following mailing or facsimile

transfer. Counsel for a party (or any authorized representative) shall have authority to accept delivery of any notice on behalf of such party.

Section 7.5 Entire Agreement . This Agreement, including the schedules and exhibits attached hereto and other documents referred to herein, contains the entire understanding of the parties hereto with respect to the subject matter hereof. This Agreement supersedes all prior agreements and undertakings between the parties with respect to such subject matter.

Section 7.6 Expenses . The Company shall pay all of the reasonable legal, accounting and other expenses incurred by the parties hereto in connection with the transactions contemplated by this Agreement, provided that the expenses of the Parent for which the Company shall be liable to pay shall not exceed $25,000.

Section 7.7 Severability . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 7.8 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and heirs; provided , however , that neither party shall directly or indirectly transfer or assign any of its rights hereunder in whole or in part without the written consent of the others, which may be withheld in its sole discretion, and any such transfer or assignment without said consent shall be void.

Section 7.9 No Third Parties Benefited . This Agreement is made and entered into for the sole protection and benefit of the parties hereto, their successors, assigns and heirs, and no other Person shall have any right or action under this Agreement.

Section 7.10 Counterparts . This Agreement may be executed in one or more counterparts, with the same effect as if all parties had signed the same document. Each such counterpart shall be an original, but all such counterparts together shall constitute a single agreement.

Section 7.11 Recitals, Schedules and Exhibits . The recitals and schedules to this Agreement are incorporated herein and, by this reference, made a part hereof as if fully set forth herein.

Section 7.12 Section Headings and Gender . The Section headings used herein are inserted for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other genders, whether used in the masculine, feminine or neuter gender, and the singular shall include the plural, and vice versa, whenever and as often as may be appropriate.

25

Section 7.13 Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the

state of Nevada. This Agreement and the transactions contemplated hereby shall be subject to the exclusive jurisdiction of the courts of Nevada. The parties to this Agreement agree that any breach of any term or condition of this Agreement or the transactions contemplated hereby shall be deemed to be a breach occurring in the state of Nevada by virtue of a failure to perform an act required to be performed in the state of Nevada. The parties to this Agreement irrevocably and expressly agree to submit to the jurisdiction of the courts of the state of Nevada for the purpose of resolving any disputes among the parties relating to this Agreement or the transactions contemplated hereby.

[Remainder of Page Intentionally Left Blank]

26

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be binding and effective as of the day and year first

above written.

PARENT: CLIFF ROCK RESOURCES CORP. By: /s/ Michael Raymont Name: Michael Raymont Title: President

THE COMPANY: VIRTUAL MEDICAL CENTRE, LIMITED By: /s/ Wayne Hughes Name: Wayne Hughes Title: Managing Director

27

Schedule 1.1(b)

List of Stockholders and Number of Parent Shares to be Issued to Each.

28

Schedule 1.11

NONE.

29

Schedule 1.2

Option Holders

30

Schedule 2.4

Outstanding options, warrants, rights or commitments of the Company

31

Schedule 2.6 ,

Voting trust, Agreement or other Arrangements

NONE.

32

Schedule 2.10

Company’s Financial Statements

[Please see Exhibit 99.1 & 99.2]

33

Schedule 2.11

Company debts, obligations or liabilities

NONE.

34

Schedule 2.14

Liens

NONE.

35

Schedule 2.15

Legal action, suit, arbitration or other legal, administrative or other governmental proceeding

NONE.

36

Schedule 3.15 ,

Parent debts, obligations or liabilities

NONE.

37

THIS EXCHANGE OFFER AND BUSINESS COMBINATION IS MAD E FOR THE SECURITIES OF A FOREIGN COMPANY. THE OFFER IS SUBJECT TO DISCLOSURE REQUIREMENTS OF A FOREIGN COUNTRY THAT ARE DIFFERENT FROM THOSE OF THE UNITED STATES. FINANCIAL STATEMENTS IN CLUDED IN THE DOCUMENT, IF ANY, HAVE BEEN PREPARED IN ACCORDANCE WITH FOREIGN ACCOUNTING STAN DARDS THAT MAY NOT BE COMPARABLE TO THE FINANCIAL STATEMENTS OF UNITED STATES COMPANIES. IT MAY BE DIFFICULT FOR YOU TO ENFORCE YOUR RIGHTS AND ANY CLAIM YOU MAY HAVE ARISING UNDER THE FEDERAL SECURITIES LAWS, SINCE SOME OR ALL OF THE I SSUER’S OFFICERS AND DIRECTORS MAY BE RESIDENTS OF A FOREIGN COUNTRY. YOU MAY NOT BE ABLE TO SUE TH E ISSUER’S OFFICERS OR DIRECTORS IN A FOREIGN COURT FOR VIOLATIONS OF U.S. SECURITIES LAWS. IT MA Y BE DIFFICULT TO COMPEL THE ISSUER’ S OFFICERS OR DIRECTORS TO SUBJECT THEMSELVES TO A U.S. COURT'S JUDGMENT. YOU SHOULD BE AWARE THAT THE ISSUER MAY PURCHASE SE CURITIES OTHERWISE THAN UNDER THE EXCHANGE OFFER, SUCH AS IN OPEN MARKET OR PRIVATELY NEGOTIAT ED PURCHASES.

SHARE SALE AGREEMENT

VIRTUAL MEDICAL CENTRE LIMITED ACN 097 593 587

(Company)

1. Parties The party that executes this Agreement as a shareholder of Virtual Medical Centre, Limited ( Company ), being one of the parties set out in the Schedule ( Vendor ). Cliff Rock Resources Corp. of 2436 – 27 th Street SW, Calgary, Alberta, Canada T3E 2G3 ( Purchaser ).

2. Definitions Cliff Rock Common Stock means common stock, $0.001 par value, in the capital of the Purchaser.

Shareholder means an individual or company who owned shares in the Company as at the date of this Share Sale Agreement.

Agreement means this Share Sale Agreement.

3. Shares The Vendor is the legal owner of the fully paid ordinary shares in the Company (ACN 097 593 587) listed

next to the Vendor’s name in the Schedule ( Shares ). 4. Sale of Shares The Vendor agrees to sell the Shares to the Purchaser, and the Purchaser agrees to buy the Shares from the

Vendor, on the terms and conditions contained in this Agreement. 5. Consideration The consideration for the acquisition of the Shares will be the issue to the Vendor of that number of shares of

Cliff Rock Common Stock set out next to the Vendor’s name in the Schedule under the heading “Number of Consideration Shares” ( Consideration Shares ).

1

6. Exchange Agreement

The Purchaser and the Company have agreed to enter into an Exchange Agreement ( Exchange Agreement ) pursuant to which the Purchaser has agreed to, among other things, acquire all of the issued and outstanding ordinary shares of the Company. The Vendor is not entitled to appraisal rights in connection with the transactions contemplated by the Exchange Agreement

7. Escrow Shares That number of Consideration Shares set out next to the Vendor’s name in the Schedule under the heading

“Number of Consideration Shares Held in Escrow” ( Escrow Shares ) shall be held in escrow pursuant to the terms of an escrow agreement ( Escrow Agreement ). The Escrow Shares shall be held in escrow for the benefit of the Vendor and shall be released in accordance with the terms of the Escrow Agreement.

8. Transfer

Documents and Settlement

Contemporaneously with execution of this Agreement, the Vendor must deliver to the Purchaser: (i) a share certificate or certificates representing the Shares or (ii) an affidavit and indemnification in the form reasonably acceptable to the Purchaser stating that the Vendor has lost their certificate or certificates or they have been destroyed and (iii) a duly completed share transfer form in the form attached to this Agreement ( Transfer Form ). The Purchaser will issue to the Vendor (subject to compliance by the Vendor with this clause), a certificate or certificates registered in the name of the Vendor representing the number of shares of Cliff Rock Common Stock that the Vendor shall be entitled to. Settlement of the sale and purchase of the Shares ( Settlement ) will occur as soon as practicable following satisfaction of the conditions set out in clause 9 below.

9. Conditions The fulfilment of this Agreement is conditional upon:

(a) the Purchaser making an offer, consistent with this Agreement, to each of the Shareholders of the

Company (other than the Vendor) ( Offer ) ; and

(b) the Purchaser obtaining acceptance of the Offer by 100% of the Shareholders. If the conditions set out above are not satisfied on or prior to 12 May 2010, this Agreement shall terminate.

10. Post Settlement Each party must do all things necessary to give full effect to the transactions contemplated by this

Agreement. If title to the Shares is not capable of being transferred to Purchaser by the Vendor at Settlement then from Settlement the Vendor shall hold the Shares on trust for Purchaser and deal with the rights attaching to the Shares at the Purchaser's sole and exclusive direction.

11. Vendor's

Warranties (a) The Vendor represents and warrants to Purchaser at the time of signing this Agreement and again at

Settlement (as a separate warranty) as follows:

(i) if the Vendor is located in Australia, the Vendor is one of the following:

A. a "Sophisticated Investor" within the meaning of section 708(8) of the Corporations Act;

2

B. a "Professional Investor" within the meaning of section 708(11) of the Corporations Act; or

C. a person who has obtained this offer through a financial services licensee in accordance

with, and in compliance with, section 708(10) of the Corporations Act; (ii) The Vendor is the registered legal owner of the Shares which are free of all encumbrances,

other third party rights and there are no outstanding or contingent options, contracts, calls, pre-emptive rights, first refusals, commitments, rights or demands of any kind relating to the Shares.

(iii) The Vendor is entitled to sell, assign and transfer the full legal and beneficial ownership in

the Shares to the Purchaser on the terms set out in this Agreement. (iv) The Vendor has taken all necessary action to authorise the execution, delivery and

performance of this Agreement in accordance with its terms and has full power to enter into and perform its obligations under this Agreement.

(v) The execution, delivery and performance by the Vendor of this Agreement comply with:

A. any applicable companies law; B. the constitution or other constituent documents of the Vendor, if any; and C. any encumbrance which is binding on the Vendor.

(vi) If the Vendor is a corporation, it is validly incorporated, organised and subsisting in

accordance with the laws of its place of incorporation; (vii) If the Vendor is a corporation, the Vendor has not gone into liquidation or insolvency or

passed a winding up resolution or received a deregistration notice under any applicable companies law.

(viii) If the Vendor is a corporation, the Vendor is not the subject of any petition or other process

for winding up, writ of execution or process for the appointment of a receiver or receiver and manager of any part of the undertaking or assets of the Vendor and there are no circumstances justifying any of the foregoing.

(b) Where the Vendor enters into this Agreement in its capacity as trustee of any trust ( Trust ), that

Vendor warrants to Purchaser that: (i) it is the sole trustee of the Trust or where there are two or more Vendors they jointly are the

only trustees of the trust; (ii) no action has been taken or is proposed to remove or replace the Vendor as trustee of the

Trust; (iii) it has power under the relevant trust deed to enter into and observe its obligations under this

Agreement and it has entered into them in its capacity as trustee of the Trust and for the benefit of the beneficiaries of the Trust;

3

(iv) it is not in default under the terms of the Trust;

(v) no action has been taken or is proposed to terminate the Trust; and

(vi) it has complied with all of its obligations in connection with the Trust.

(c) The Vendor represents and acknowledges that:

(i) The Vendor is not a “U.S. person”, as defined in Regulation S under the U.S. Securities Act of 1933, as amended ( U.S. Securities Act ) (which definition includes but is not limited to (A) any individual resident in the United States, (B) any partnership or corporation organized or incorporated under the laws of the United States, (C) any partnership or corporation formed by a U.S. person under the laws of any foreign jurisdiction principally for the purpose of investing in securities not registered under the U.S. Securities Act, or (D) any estate or trust of which any executor, administrator or trustee is a U.S. person), and is not purchasing the Shares for the account or benefit of a “U.S. person” or person in the United States;

(ii) The Vendor was not offered any of the Consideration Shares in the United States, did not

receive any materials relating to the offer of the Consideration Shares in the United States, and did not execute this Agreement or any other materials relating to the purchase of the Consideration Shares in the United States;

(iii) The Vendor is not purchasing the Consideration Shares as the result of any directed selling

efforts (as defined in Rule 902(c) of the U.S. Securities Act);

(iv) the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the U.S. Securities Act; and

(v) Vendor has no intention to distribute either directly or indirectly any of the Consideration

Shares in the United States, except in compliance with the U.S. Securities Act and any applicable state securities laws.

(d) The Vendor acknowledges that the Consideration Shares have not been registered under the U.S.

Securities Act and the certificates representing the Consideration Shares will bear the following legend:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE CORPORATION. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.

4

12. Purchaser’s Warranties

The Purchaser represents and warrants to the Vendor at the time of signing this Agreement and again at Settlement (as a separate warranty) as follows:

(a) The Purchaser has been incorporated as a company limited by shares in accordance with the laws in its

place of incorporation and validly exists under those laws.

(b) The Purchaser has full corporate power and authority to enter into this Agreement. All corporate acts and proceedings required for the authorisation, execution, delivery and performance of this Agreement by the Purchaser have been duly and validly taken or will have been so taken prior to the Closing. This Agreement constitutes a legal, valid and binding obligation on the Purchaser, enforceable against them in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or reorganisation or other similar laws affecting creditors’ rights generally and by general principles of equity;

(c) The Purchaser’s obligations under this Agreement are valid and binding and enforceable against it.

(d) The execution, delivery and performance by the Purchaser of its obligations under this Agreement

comply with:

(i) any applicable companies law;

(ii) the constitution or other constituent documents of the Purchaser, if any; and

(iii) any encumbrance which is binding on the Purchaser.

(e) The Shares to be issued shall be duly and validly issued, fully paid and not subject to any encumbrances (other than as provided for herein).

13. Lock-Up The Vendor agrees that for a period of six months from the date the Consideration Shares are issued, the

Vendor will not sell, assign, pledge, offer or otherwise transfer its Consideration Shares. The Vendor acknowledges that a notation to this effect will be placed in the corporate record books of the Purchaser.

14. Waiver of Pre-

Emptive Rights The Vendor waives any pre-emptive rights in respect of the sale of other Shares or securities of the Company by other security holders of the Company, to the Purchaser.

15. Duty and GST The Purchaser must pay any duty and tax in respect of the execution, delivery and performance of this

Agreement and any agreement or document entered into or signed under this Agreement. 16. Purchaser Address

for Service The address for service of notices to the Purchaser is:

(a) Address: 2436 – 27 th Street SW, Calgary, Alberta, Canada T3E 2G3

5

EXECUTED BY THE PARTIES AS A DEED: Dated this day of April 2010.

(b) Facsimile: (303) 629-3450

(c) Attention: Dr. Michael Raymont

The Purchaser may change the address for service of notices by providing written notice to the Vendor at the address for service in clause 17.

17. Vendor Address for

Service The address for service of notices to the Vendor is as set forth on the signature page to this Agreement.

18. Confidentiality (a) Each of the parties agree to keep the terms and conditions of this Agreement confidential and will not,

except as required by law including the rules of any stock exchange, disclose the terms and conditions of this Agreement to any third party without the prior written consent of the other parties.

(b) For the avoidance of doubt, nothing in this Agreement prohibits the Company from complying with

its continuous disclosure obligations under the ASX Listing Rules. 19. Amendment to

Articles of Incorporation of Purchaser

Following the issuance of the Consideration Shares, the Vendor will become a shareholder of the Purchaser.

Upon receipt of the Consideration Shares and in its capacity as a shareholder of the Purchaser, the Vendor hereby consents to the following resolutions:

Resolved that: (a) Purchaser is authorized to amend its Articles of Incorporation to change its name from Cliff Rock

Resources Corp. to Virtual Medical Centre, Inc. (b) Purchaser is authorized to amend its Articles of Incorporation to increase its authorized capital from

100,000,000 shares of Cliff Rock Common Stock, par value $0.001, to 200,000,000 shares of Cliff Rock Common Stock, par value $0.001.

Upon receipt of the Consideration Shares and in its capacity as a shareholder of the Purchaser, the Vendor hereby appoints Mr. Wayne Hughes as its attorney in fact with full power and authority to sign all documents, resolutions and consents on the Vendor’s behalf related to the amendments to the Purchaser’s Articles of Incorporation.

20. Entire Agreement This Agreement embodies the entire agreement between the parties and supersedes any prior negotiation,

arrangement, understanding or agreement with respect to the subject matter of any term of this Agreement. 21. Binding Effect The parties agree to be legally bound by and to implement and give effect to the terms of each obligation

under this Agreement. 22. Governing Law This Agreement is governed by the laws of Western Australia.

6

For a company Vendor:

EXECUTED BY CLIFF ROCK RESOURCES CORP. in accordance with its constituent documents: Director/Secretary Director/Secretary

EXECUTED ) By the VENDOR ) in accordance with the Corporations Act: ) ) Director Director/Secretary

7

For an individual Vendor.

SIGNED by the VENDOR ) in the presence of: ) ) (Signature) Signature of Witness Full Name (BLOCK LETTERS) Full Name of Witness Address (BLOCK LETTERS) Address Occupation

8

SCHEDULE

SHARES AND ENTITLEMENT TO CONSIDERATION SECURITIES

Vendor Number of Shares Number of

Consideration Shares

Number of Consideration Shares

held in Escrow

9

TRANSFER FORM

STANDARD TRANSFER FORM

FULL NAME OF COMPANY OR CORPORATION

Virtual Medical Centre, Limited

PLACE OF REGISTRATION

Western Australia

DESCRIPTION OF SECURITIES

CLASS Ordinary fully paid REGISTER

QUANTITY

WORDS

FIGURES

FULL NAME(S) OF TRANSFEROR(S) (VENDOR(S))

CONSIDERATION

DATE OF PURCHASE

FULL NAME(S) OF TRANSFEREE(S) (PURCHASER(S))

Cliff Rock Resources Corp.

FULL POSTAL ADDRESS OF TRANSFEREE(S) (PURCHASER(S))

2436 – 27 th Street SW Calgary, Alberta Canada T3E 2G3

We the above named transferor(s) (Vendor(s)) for the above consideration do hereby transfer to the above named transferee(s) (Purchaser(s)) (hereinafter called the Purchaser(s)) the securities as specified above standing in my/our name(s) in the books of the above named Company, subject to the several conditions on which we hold the same at the time of signing this transfer and we the Purchaser(s) do hereby agree to accept the said securities subject to the same conditions and to become a member of the Company and be bound, upon being registered as the holder of the securities, by the Company’s Constitution (if any). We have not received any notice of revocation of the Power of Attorney by death of the grantor or otherwise, under which this transfer is signed. TRANSFEROR(S) VENDOR(S) DATE SIGNED

TRANSFEREE(S) PURCHASER(S) DATE SIGNED

10

THIS EXCHANGE OFFER AND BUSINESS COMBINATION IS MAD E FOR THE SECURITIES OF A FOREIGN COMPANY. THE OFFER IS SUBJECT TO DISCLOSURE REQUIREMENTS OF A FOREIGN COUNTRY THAT ARE DIFFERENT FROM THOSE OF THE UNITED STATES. FINANCIAL STATEMENTS IN CLUDED IN THE DOCUMENT, IF ANY, HAVE BEEN PREPARED IN ACCORDANCE WITH FOREIGN ACCOUNTING STAN DARDS THAT MAY NOT BE COMPARABLE TO THE FINANCIAL STATEMENTS OF UNITED STATES COMPANIES. IT MAY BE DIFFICULT FOR YOU TO ENFORCE YOUR RIGHTS AND ANY CLAIM YOU MAY HAVE ARISING UNDER THE FEDERAL SECURITIES LAWS, SINCE SOME OR ALL OF THE I SSUER’S OFFICERS AND DIRECTORS MAY BE RESIDENTS OF A FOREIGN COUNTRY. YOU MAY NOT BE ABLE TO SUE TH E ISSUER’S OFFICERS OR DIRECTORS IN A FOREIGN COURT FOR VIOLATIONS OF U.S. SECURITIES LAWS. IT MA Y BE DIFFICULT TO COMPEL THE ISSUER’ S OFFICERS OR DIRECTORS TO SUBJECT THEMSELVES TO A U.S. COURT'S JUDGMENT. YOU SHOULD BE AWARE THAT THE ISSUER MAY PURCHASE SE CURITIES OTHERWISE THAN UNDER THE EXCHANGE OFFER, SUCH AS IN OPEN MARKET OR PRIVATELY NEGOTIAT ED PURCHASES.

SHARE SALE AGREEMENT

VIRTUAL MEDICAL CENTRE LIMITED ACN 097 593 587

(Company)

1. Parties The party that executes this Agreement as a shareholder of Virtual Medical Centre, Limited ( Company ), being one of the parties set out in the Schedule ( Vendor ). Cliff Rock Resources Corp. of 2436 – 27 th Street SW, Calgary, Alberta, Canada T3E 2G3 ( Purchaser ).

2. Definitions Cliff Rock Common Stock means common stock, $0.001 par value, in the capital of the Purchaser. Shareholder means an individual or company who owned shares in the Company as at the date of this Share Sale Agreement. Agreement means this Share Sale Agreement.

3. Shares and Options

The Vendor is the legal owner of the fully paid ordinary shares in the Company (ACN 097 593 587) listed next to the Vendor’s name in the Schedule ( Shares ) and is the legal owner of options to purchase shares in the Company ( Options ).

4. Sale of Shares and Exchange of Options

The Vendor agrees to sell the Shares to the Purchaser, and the Purchaser agrees to buy the Shares from the Vendor, on the terms and conditions contained in this Agreement. In addition, the Vendor agrees to exchange the Options for options to purchase shares of the Purchaser ( Purchaser Options ). Such Purchaser Options shall have terms that are identical to the Options.

5. Consideration The consideration for the acquisition of the Shares will be the issue to the Vendor of that number of shares of Cliff Rock Common Stock set out next to the Vendor’s name in the Schedule under the heading “Number of Consideration Shares” ( Consideration Shares ).

6. Exchange Agreement

The Purchaser and the Company have agreed to enter into an Exchange Agreement ( Exchange Agreement ) pursuant to which the Purchaser has agreed to, among other things, acquire all of the issued and outstanding ordinary shares of the Company and to exchange the Options for the Purchaser Options. The Vendor is not entitled to appraisal rights in connection with the transactions contemplated by the Exchange Agreement

7. Escrow Shares That number of Consideration Shares set out next to the Vendor’s name in the Schedule under the heading “Number of Consideration Shares Held in Escrow” ( Escrow Shares ) shall be held in escrow pursuant to the terms of an escrow agreement ( Escrow Agreement ). The Escrow Shares shall be held in escrow for the benefit of the Vendor and shall be released in accordance with the terms of the Escrow Agreement.

8. Transfer Documents and Settlement

Contemporaneously with execution of this Agreement, the Vendor must deliver to the Purchaser: (i) a share certificate or certificates representing the Shares or (ii) an affidavit and indemnification in the form reasonably acceptable to the Purchaser stating that the Vendor has lost their certificate or certificates or they have been destroyed and (iii) a duly completed share transfer form in the form attached to this Agreement ( Transfer Form ). The Purchaser will issue to the Vendor (subject to compliance by the Vendor with this clause), a certificate or certificates registered in the name of the Vendor representing the number of shares of Cliff Rock Common Stock that the Vendor shall be entitled to. Settlement of the sale and purchase of the Shares ( Settlement ) will occur as soon as practicable following satisfaction of the conditions set out in clause 9 below.

9. Conditions The fulfilment of this Agreement is conditional upon: (a) the Purchaser making an offer, consistent with this Agreement, to each of the Shareholders of the Company (other than the Vendor) ( Offer ) ; and (b) the Purchaser obtaining acceptance of the Offer by 100% of the Shareholders. If the conditions set out above are not satisfied on or prior to 12 May 2010, this Agreement shall terminate.

10. Post Settlement Each party must do all things necessary to give full effect to the transactions contemplated by this Agreement. If title to the Shares is not capable of being transferred to Purchaser by the Vendor at Settlement then from Settlement the Vendor shall hold the Shares on trust for Purchaser and deal with the rights attaching to the Shares at the Purchaser's sole and exclusive direction.

2

11. Vendor's Warranties

(a) The Vendor represents and warrants to Purchaser at the time of signing this Agreement and again at Settlement (as a separate warranty) as follows: (i) if the Vendor is located in Australia, the Vendor is one of the following: A. a "Sophisticated Investor" within the meaning of section 708(8) of the Corporations

Act; B. a "Professional Investor" within the meaning of section 708(11) of the Corporations

Act; or C. a person who has obtained this offer through a financial services licensee in

accordance with, and in compliance with, section 708(10) of the Corporations Act; (ii) The Vendor is the registered legal owner of the Shares which are free of all encumbrances, other

third party rights and there are no outstanding or contingent options, contracts, calls, pre-emptive rights, first refusals, commitments, rights or demands of any kind relating to the Shares.

(iii) The Vendor is entitled to sell, assign and transfer the full legal and beneficial ownership in the

Shares to the Purchaser on the terms set out in this Agreement. (iv) The Vendor has taken all necessary action to authorise the execution, delivery and performance

of this Agreement in accordance with its terms and has full power to enter into and perform its obligations under this Agreement.

(v) The execution, delivery and performance by the Vendor of this Agreement comply with: A. any applicable companies law; B. the constitution or other constituent documents of the Vendor, if any; and C. any encumbrance which is binding on the Vendor. (vi) If the Vendor is a corporation, it is validly incorporated, organised and subsisting in accordance

with the laws of its place of incorporation; (vii) If the Vendor is a corporation, the Vendor has not gone into liquidation or insolvency or passed

a winding up resolution or received a deregistration notice under any applicable companies law. (viii) If the Vendor is a corporation, the Vendor is not the subject of any petition or other process for

winding up, writ of execution or process for the appointment of a receiver or receiver and manager of any part of the undertaking or assets of the Vendor and there are no circumstances justifying any of the foregoing.

(b) Where the Vendor enters into this Agreement in its capacity as trustee of any trust ( Trust ), that Vendor warrants to Purchaser that: (i) it is the sole trustee of the Trust or where there are two or more Vendors they jointly are the only

trustees of the trust; (ii) no action has been taken or is proposed to remove or replace the Vendor as trustee of the Trust;

3

(iii) it has power under the relevant trust deed to enter into and observe its obligations under this Agreement and it has entered into them in its capacity as trustee of the Trust and for the benefit of the beneficiaries of the Trust; (iv) it is not in default under the terms of the Trust; (v) no action has been taken or is proposed to terminate the Trust; and (vi) it has complied with all of its obligations in connection with the Trust. (c) The Vendor represents and acknowledges that: (i) The Vendor is not a “U.S. person”, as defined in Regulation S under the U.S. Securities Act of 1933,

as amended ( U.S. Securities Act ) (which definition includes but is not limited to(A) any individual resident in the United States, (B) any partnership or corporation organized or incorporated under the laws of the United States, (C) any partnership or corporation formed by a U.S. person under the laws of any foreign jurisdiction principally for the purpose of investing in securities not registered under the U.S. Securities Act, or (D) any estate or trust of which any executor, administrator or trustee is a U.S. person), and is not purchasing the Shares for the account or benefit of a “U.S. person” or person in the United States;

(ii) The Vendor was not offered any of the Consideration Shares in the United States, did not receive

any materials relating to the offer of the Consideration Shares in the United States, and did not execute this Shares Sale Agreement or any other materials relating to the purchase of the Consideration Shares in the United States;

(iii) The Vendor is not purchasing the Consideration Shares as the result of any directed selling efforts

(as defined in Rule 902(c) of the U.S. Securities Act); (iv) the current structure of this transaction and all transactions and activities contemplated hereunder is

not a scheme to avoid the registration requirements of the U.S. Securities Act; and (v) Vendor has no intention to distribute either directly or indirectly any of the Consideration Shares in

the United States, except in compliance with the U.S. Securities Act and any applicable state securities laws.

(d) The Vendor acknowledges that the Consideration Shares have not been registered under the U.S. Securities Act and the certificates representing the Consideration Shares will bear the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE CORPORATION. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.

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12. Purchaser’s Warranties

The Purchaser represents and warrants to the Vendor at the time of signing this Agreement and again at Settlement (as a separate warranty) as follows: (a) The Purchaser has been incorporated as a company limited by shares in accordance with the laws in its place of incorporation and validly exists under those laws. (b) The Purchaser has full corporate power and authority to enter into this Agreement. All corporate acts and proceedings required for the authorisation, execution, delivery and performance of this Agreement by the Purchaser have been duly and validly taken or will have been so taken prior to the Closing. This Agreement constitutes a legal, valid and binding obligation on the Purchaser, enforceable against them in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or reorganisation or other similar laws affecting creditors’ rights generally and by general principles of equity; (c) The Purchaser’s obligations under this Agreement are valid and binding and enforceable against it. (d) The execution, delivery and performance by the Purchaser of its obligations under this Agreement comply with: (i) any applicable companies law; (ii) the constitution or other constituent documents of the Purchaser, if any; and (iii) any encumbrance which is binding on the Purchaser. (e) The Shares to be issued shall be duly and validly issued, fully paid and not subject to any encumbrances (other than as provided for herein).

13. Lock-Up The Vendor agrees that for a period of six months from the date the Consideration Shares are issued, the Vendor will not sell, assign, pledge, offer or otherwise transfer its Consideration Shares. The Vendor acknowledges that a notation to this effect will be placed in the corporate record books of the Purchaser.

14. Waiver of Pre-Emptive Rights

The Vendor waives any pre-emptive rights in respect of the sale of other Shares or securities of the Company by other security holders of the Company, to the Purchaser.

15. Duty and GST The Purchaser must pay any duty and tax in respect of the execution, delivery and performance of this Agreement and any agreement or document entered into or signed under this Agreement.

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16. Purchaser Address for Service

The address for service of notices to the Purchaser is: (a) Address: 2436 – 27 th Street SW, Calgary, Alberta, Canada T3E 2G3 (b) Facsimile: (303) 629-3450 (c) Attention: Dr. Michael Raymont The Purchaser may change the address for service of notices by providing written notice to the Vendor at the address for service in clause 17.

17. Vendor Address for Service

The address for service of notices to the Vendor is as set forth on the signature page to this Agreement.

18. Confidentiality (a) Each of the parties agree to keep the terms and conditions of this Agreement confidential and will not, except as required by law including the rules of any stock exchange, disclose the terms and conditions of this Agreement to any third party without the prior written consent of the other parties. (b) For the avoidance of doubt, nothing in this Agreement prohibits the Company from complying with its continuous disclosure obligations under the ASX Listing Rules.

19. Amendment to Articles of Incorporation of Purchaser

Following the issuance of the Consideration Shares, the Vendor will become a shareholder of the Purchaser. Upon receipt of the Consideration Shares and in its capacity as a shareholder of the Purchaser, the Vendor hereby consents to the following resolutions: Resolved that: (a) Purchaser is authorized to amend its Articles of Incorporation to change its name from Cliff Rock Resources Corp. to Virtual Medical Centre, Inc. (b) Purchaser is authorized to amend its Articles of Incorporation to increase its authorized capital from 100,000,000 shares of Cliff Rock Common Stock, par value $0.001, to 200,000,000 shares of Cliff Rock Common Stock, par value $0.001. Upon receipt of the Consideration Shares and in its capacity as a shareholder of the Purchaser, the Vendor hereby appoints Mr. Wayne Hughes as its attorney in fact with full power and authority to sign all documents, resolutions and consents on the Vendor’s behalf related to the amendments to the Purchaser’s Articles of Incorporation.

20. Entire Agreement This Agreement embodies the entire agreement between the parties and supersedes any prior negotiation, arrangement, understanding or agreement with respect to the subject matter of any term of this Agreement.

21. Binding Effect The parties agree to be legally bound by and to implement and give effect to the terms of each obligation under this Agreement.

22. Governing Law This Agreement is governed by the laws of Western Australia.

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EXECUTED BY THE PARTIES AS A DEED: Dated this day of April 2010.

For a company Vendor:

For an individual Vendor.

EXECUTED BY CLIFF ROCK RESOURCES CORP. in accordance with its constituent documents: __________________________________ Director/Secretary __________________________________ Director/Secretary

EXECUTED by the VENDOR in accordance with the Corporations Act:

) ) )

_________________________________ Director

_________________________________ Director/Secretary

_________________________________ Address

SIGNED by the VENDOR in the presence of:

) ) )

______________________________________ (Signature)

________________________________ Signature of Witness

______________________________________ Full Name (BLOCK LETTERS)

________________________________ Full Name of Witness (BLOCK LETTERS)

______________________________________ Address

________________________________ Address

________________________________ Occupation

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SCHEDULE

SHARES AND ENTITLEMENT TO CONSIDERATION SECURITIES

Vendor Number of Shares Number of Consideration Shares

Number of Consideration Shares held in Escrow

8

TRANSFER FORM

STANDARD TRANSFER FORM

FULL NAME OF COMPANY OR CORPORATION

Virtual Medical Centre, Limited

PLACE OF REGISTRATION

Western Australia

DESCRIPTION CLASS Ordinary fully paid

OF SECURITIES

REGISTER

QUANTITY WORDS

FIGURES

FULL NAME(S) OF TRANSFEROR(S) (VENDOR(S))

CONSIDERATION

DATE OF PURCHASE

FULL NAME(S) OF TRANSFEREE(S) (PURCHASER(S))

Cliff Rock Resources Corp.

FULL POSTAL ADDRESS OF TRANSFEREE(S) (PURCHASER(S))

2436 – 27 th Street SW Calgary, Alberta Canada T3E 2G3

We the above named transferor(s) (Vendor(s)) for the above consideration do hereby transfer to the above named transferee(s) (Purchaser(s)) (hereinafter called the Purchaser(s)) the securities as specified above standing in my/our name(s) in the books of the above named Company, subject to the several conditions on which we hold the same at the time of signing this transfer and we the Purchaser(s) do hereby agree to accept the said securities subject to the same conditions and to become a member of the Company and be bound, upon being registered as the holder of the securities, by the Company’s Constitution (if any). We have not received any notice of revocation of the Power of Attorney by death of the grantor or otherwise, under which this transfer is signed.

TRANSFEROR(S) VENDOR(S) DATE SIGNED

TRANSFEREE(S) PURCHASER(S) DATE SIGNED

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this “ Agreement ”), is made and entered into effective as of May 27, 2010, by and among Cliff Rock

Resources Corp., a Nevada corporation (“ Parent ”), Virtual Medical Centre, Limited, an Australian corporation (the “ Company ”), the shareholders of the Company listed on Schedule A hereto (the “ Shareholders ”), Wayne Hughes as the Shareholders’ representative (the “Shareholders’ Representative ”), and Gersten Savage LLP, as escrow agent (the “ Escrow Agent ”).

Collectively, Parent, the Company, the Shareholders, the Shareholders’ Representative, and the Escrow Agent are referred to herein as

the “ Parties ”.

Recitals

WHEREAS , concurrently with the execution of this Agreement, Parent and the Company have entered into an Exchange Agreement (the “ Exchange Agreement ”) pursuant to which Parent will acquire all of the ordinary shares of the Company issued and outstanding immediately prior to the execution of the Exchange Agreement (the “ Company Shares ”);

WHEREAS , pursuant to Section 1.1(a) of the Exchange Agreement, each Company Share shall be exchanged (the “ Exchange ”) for that number of shares of common stock of Parent (“ Parent Common Stock ”) equal to 71,471,764 divided by the total number of Company Shares then issued and outstanding (the “Exchange Shares”);

WHEREAS , pursuant to Section 4.1 of the Exchange Agreement, Parent and the Company have agreed that following the Exchange, Parent shall use all reasonable efforts to raise up to AU$6,000,000 through the issuance of equity, convertible securities, debt or a combination thereof (the “ Financing ”) at a purchase price of not less than AU$0.30 per share (the “ Price Requirement ”) of Parent Common Stock;

WHEREAS , pursuant to Section 4.2 of the Exchange Agreement, in order to mitigate the adverse effects of a future Financing at a price below the Price Requirement, Parent and the Company have agreed that 20,000,000 Exchange Shares Exchange (the “ Escrow Shares ” ) are to be deposited in escrow by the Shareholders (the “ Escrow ”) and held by the Escrow Agent under the terms of this Agreement;

WHEREAS, the Shareholders have agreed, following the Exchange, to deposit in Escrow an aggregate of 20,000,000 Exchange Shares, in the amounts set forth opposite each Shareholder’s name on Schedule A to this Agreement;

WHEREAS, pursuant to Article 4 of the Exchange Agreement, Parent and the Company have agreed that the Escrow Agent shall hold the Escrow Shares for the benefit of the Shareholders pursuant to the terms of this Agreement and that the Escrow Shares shall be released in accordance with the Exchange Agreement;

WHEREAS , the board of directors of Parent has determined that, following the Exchange, it is in the best interest of Parent and its

shareholders to release for cancellation to Parent or release to the Shareholders, as applicable, the Escrow Shares under the terms and conditions set forth in this Agreement; and

WHEREAS , the Escrow Agent is willing to act as escrow agent on the terms and conditions set forth in this Agreement.

NOW, THEREFORE , in consideration of the premises and of the mutual covenants and agreements set forth in this Agreement, the Parties agree as follows:

The Parties agree:

(a) upon execution of this Agreement and the Exchange Agreement, to authorize Parent to deliver to the Escrow Agent, for

deposit into the Escrow, 20,000,000 Escrow Shares and to authorize the Escrow Agent to hold in the Escrow on behalf of each Shareholder that number of Escrow Shares set forth opposite such Shareholder’s name on Schedule A hereto, subject to adjustment pursuant to Section 2(d) of this Agreement.

(b) thereafter, to authorize Parent to deliver to the Escrow Agent for deposit into the Escrow any cash and non-cash dividends and other property at any time received or otherwise distributed on, in respect of, or in exchange for, any or all of the foregoing, all securities hereafter issued in substitution for any of the foregoing, all certificates and instruments representing or evidencing such securities, all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interest, privileges and preferences appertaining or incident to the Escrow Shares (each, an “ Escrow Share Distribution ” and together with the Escrow Shares, the “ Escrow Property ”).

(c) to authorize the Escrow Agent to release one-sixth (1/6) of the Escrow Shares to the Shareholders, on a pro-rata basis, for every AU$1,000,000 in Financing raised by Parent at a price per share equal to or greater than the Price Requirement (the “ Financing Release ”).

(d) to authorize the Escrow Agent to release to Parent for cancellation, such Shareholder’s pro rata amount of the total number of Escrow Shares to be cancelled (the “ Cancelled Shares ”), based upon such Shareholder’s proportionate share of the Escrow Shares, and a pro rata percentage of any Escrow Share Distribution (if any) to be cancelled in the event that, within three years from the Closing Date (as defined in the Exchange Agreement), Parent consummates one or more Financings at a price per share that is less than the Price Requirement. The total number of Cancelled Shares shall be calculated as follows:

X = Y - (A)(Y) B

1. Escrow

Where X = the number of Escrow Shares to be released for cancellation by Parent.

2

(e) after three years from the Closing Date (as defined in the Exchange Agreement), to authorize the Escrow Agent to release to

the Shareholders any remaining Escrow Shares, after giving effect to the Financing Release, if applicable.

(f) for the purposes of this Agreement, the purchase price per share of Parent Common Stock for a financing conducted in a currency other than Australian dollars (“ Foreign Currency ”) shall be converted into Australian dollars based on the rate of exchange for the conversion of such Foreign Currency into Australian dollars as quoted by the Reserve Bank of Australia on the closing date of such financing.

(a) Deposit of Escrow Property . Each of the Parties agrees and acknowledges that (i) concurrent with the execution and delivery

of this Agreement, Parent shall deliver certificates to the Escrow Agent representing the Escrow Shares, in the amounts set forth opposite each Shareholder’s name on Schedule A hereto and (ii) thereafter, Parent shall be authorized and shall deliver to the Escrow Agent for deposit into the Escrow, any Escrow Share Distribution.

(b) Delivery Receipt . Upon each deposit of Escrow Property, the Escrow Agent shall acknowledge to Parent and the Shareholders’ Representative receipt of stock certificates or other instruments representing the Escrow Shares and any Escrow Share Distribution. The Escrow Agent shall hold the Escrow Property and shall administer the same in accordance with the terms of this Agreement.

(c) Escrow Term . The Escrow shall commence on the date of this Agreement and shall continue until terminated upon the release of all Escrow Property in accordance with Section 1 above or Section 4(e) below.

(d) Adjustments . In the event of any change in Escrow Shares by reason of a stock dividend, split, subdivision, consolidation, recapitalization, combination, exchange of shares, or similar transaction or any other extraordinary change in the corporate or capital structure of Parent (including the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of Escrow Shares contributed by Parent and held in the Escrow by the Escrow Agent shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that Parent or the Shareholders, as applicable, shall receive upon release in accordance with Section 1 above, such number and class of shares and/or other securities and/or cash and/or property that Parent or the Shareholders would have received in respect of the Escrow Shares if the release of the Escrow Shares had been made immediately prior to such event, or the record date therefor, as applicable, and to the fullest extent Parent or the Shareholders would have been entitled to receive such securities, cash or other property.

Y = the number of shares of Parent Common Stock (and/or Parent Common Stock acquirable upon exercise or conversion of securities issued in the Financing.)

A = the price per share of Parent Common Stock (and/or Parent Common Stock acquirable upon exercise or conversion of securities issued in the Financing) issued in the Financing, converted into Australian dollars in accordance with Section 1(d) below, if applicable.

B = Price Requirement.

2. Escrow Deposit and Term

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(a) Appointment; Authority . Each of the Shareholders hereby appoints the Shareholders’ Representative as his, her or its

representative and true and lawful attorney-in-fact with full power, in such Shareholder’s name and on such Shareholder’s behalf, to act according to the terms of this Agreement in the Shareholders’ Representative’s absolute discretion, and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with this Agreement. Notwithstanding the foregoing, the Shareholders’ Representative shall inform each Shareholder of all notices received, and of all actions, decisions, notices and exercises of any rights, power or authority proposed to be done, given or taken by the Shareholders’ Representative in connection with the Escrow and this Agreement.

(b) Liability; Indemnification . The Shareholders’ Representative shall not be liable for any act done or omitted under this Agreement as agent for the Shareholders while acting in good faith and in the exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Shareholders shall severally indemnify the Shareholders’Representative and hold the Shareholders’ Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders’ Representative and arising out of or in connection with the acceptance or administration of the Shareholders’ Representative’s duties hereunder.

(c) Communication . The Shareholders, Parent, the Company and the Escrow Agent shall be entitled to rely upon any communication or writing given or executed by the Shareholders’ Representative. All communications or writings to be sent to the Shareholders pursuant to this Agreement may be addressed to the Shareholders’ Representative, and any communication or writing so sent shall be deemed notice to all of the Shareholders hereunder.

(a) Written Notification . Parent shall immediately provide written notification (“ Financing Notice ”) to the Escrow Agent and

the Shareholders’ Representative on the date Parent has completed any Financing, which notification shall provide (i) the purchase price per share of Parent Common Stock pursuant the Financing; and (ii) either (A) if an aggregate of AU$1,000,000 has been raised at a purchase price equal to or greater than the Price Requirement, a statement indicating the amount of Escrow Shares to be released to the Shareholders pursuant to Section 1(c) of this Agreement, or (B) if the purchase price per share is less than the Price Requirement, a calculation of the number of Cancelled Shares to be released from the Escrow to Parent for cancellation pursuant to Section 1(d) of this Agreement. Upon three years from the Closing Date (as defined in the Exchange Agreement), the Parent shall immediately provide written notification to the Escrow Agent and the Shareholder’s Representative stating that the Escrow Agent shall release all remaining Escrow Shares to the Shareholders.

3. Shareholders’ Representative

4 Transfer from Escrow .

4

(b) Objection . In the event that the Shareholders’ Representative, after receiving a Financing Notice, shall give written notice to

Parent and the Escrow Agent that it objects on behalf of the Shareholders to the release from the Escrow of any number of Escrow Shares (“Letter of Objection ”) within five (5) business days following the date on which the Financing Notice is delivered to the Shareholders’Representative, then the Escrow Agent shall refrain from releasing any Escrow Shares pursuant to the Financing Notice until Shareholders’Representative and Parent reach a compromise and deliver a compromise financing notice (the “ Compromise Financing Notice ”) to the Escrow Agent, signed by both Parent and the Shareholders’ Representative, directing the Escrow Agent to release the Escrow Shares pursuant to the terms of the Compromise Financing Notice. If the Shareholder Representative and Parent are unable to settle and reach a compromise regarding the Financing Notice within five (5) business days of receipt by Parent of the Shareholders’ Representative’s Letter of Objection, then Parent shall cause its public accounting firm to calculate the number of Escrow Shares to be released from the Escrow based on Parent’s books and records and the provisions of the Exchange Agreement. The determination by Parent’s public accounting firm shall be in writing and such determination shall be final and binding on the Parties. Parent shall immediately provide the Shareholders’ Representative and the Escrow Agent notice of the written determination by Parent’s public accounting firm and the Escrow Agent shall promptly transfer that number of Escrow Shares as directed in such determination.

(c) Release from Escrow . In the event that the Shareholders’ Representative fails to give written notice to Parent and the Escrow Agent that it objects on behalf of the Shareholders to the release of any number of Escrow Shares pursuant to a Financing Notice within five (5) business days following the date on which the Shareholders’ Representative receives the Financing Notice, the Escrow Agent shall promptly transfer that number of Escrow Shares from the Escrow as directed by such Financing Notice.

(d) Pro Rata Release . The Escrow Shares to be released to Parent under any Financing Notice shall be drawn from each Shareholder on a pro rata basis, based upon such Shareholder’s proportionate share of the Escrow Shares, rounded up to the nearest whole Escrow Share. The Escrow Agent shall deliver the certificates representing the Escrow Shares to Parent with appropriate instructions, whenever necessary to effectuate a cancellation of the Escrow Shares, or to the Shareholders.

(e) Special Release . Notwithstanding the other provisions of this Section 4, the Escrow Agent shall release and distribute the Escrow Property to (i) Parent pursuant to any written instructions executed by all of the Shareholders, (ii) to the Shareholders pursuant to any written instructions executed by Parent, or (iii) in accordance with any nonappealable order or decree by a court of competent jurisdiction to do so.

5

(a) Dividends . Any dividends declared and paid, and any distributions made with respect to, the Escrow Shares shall be delivered

to the Escrow Agent and shall be held and transferred by the Escrow Agent in the same manner that the Escrow Shares are held and transferred hereunder. All such dividends and distributions made in Parent Common Stock shall be deemed to be Escrow Shares (allocated on the basis of the pro rata interest represented by such Escrow Shares), for any and all purposes hereunder.

(b) Voting . Each of the Shareholders shall be entitled to vote the Escrow Shares held by the Escrow Agent as its nominee in accordance with its interests therein on all matters submitted to a vote of the stockholders of Parent during the term of this Agreement but shall not be entitled to exercise any investment or dispositive powers over the Escrow Shares.

(a) Ordinary Escrow Service Fees . As compensation for acting as the Escrow Agent pursuant to this Agreement, Escrow Agent

shall be paid (a) a U$1,000 non-refundable start-up fee, payable upon the Escrow Agent’s execution of this Agreement; and (b) upon the Escrow Agent’s demand, a US$200 escrow processing fee for each receipt and disbursement of Escrow Shares. The start-up fee will cover the first year of the Escrow. Thereafter, an annual administrative fee in the amount of US$800 will be payable on each anniversary date of this Agreement. The Escrow Agent will also be entitled to reimbursement for extraordinary expenses incurred in performance of its duties hereunder. Parent and the Company shall each pay one-half of the start-up fee. After the Exchange, all fees and expenses accrued hereunder shall be paid and/or reimbursed by Parent.

(b) Extraordinary Service Fees . If the conditions of this Agreement are not promptly fulfilled, or if Escrow Agent renders any service not provided for in this Agreement at the request of any Party or any Party requests a substantial modification of its terms, or if any controversy arises, or if the Escrow Agent is made a party to, or intervenes in, any litigation pertaining to the Escrow or its subject matter (each case, an “ Extraordinary Service ”), then the Escrow Agent shall be reasonably compensated for such Extraordinary Services and reimbursed for all costs, reasonable attorney’s fees, including allocated costs of in-house counsel, and expenses occasioned by such default, delay, controversy or litigation, and the Escrow Agent shall have the right to retain all documents and/or other things of value, including, without limitation, the Escrow Property at any time held by the Escrow Agent in the Escrow until such compensation, fees, costs, and expenses are paid. Each of Parent and the Company jointly and severally, promise to pay to Escrow Agent these sums in connection with Extraordinary Services upon demand by Escrow Agent, which sums shall be borne by Parent after the Exchange.

5. Dividends and Voting .

6. Fees of Escrow Agent .

6

(a) Duties; Liability . The Escrow Agent shall have no implied duties and no obligation to take any action hereunder except for

any action specifically provided by this Agreement to be taken by the Escrow Agent. The Escrow Agent shall have no responsibility or obligation of any kind in connection with this Agreement or the Escrow Shares and shall not be required to deliver the same or any part thereof or take any action with respect to any matters that might arise in connection therewith, other than to receive, hold, and make delivery of any Escrow Shares or Escrow Property as herein provided or by reason of any nonappealable order of a court of competent jurisdiction. The Escrow Agent shall not be liable to any Party for any action taken or omitted to be taken hereunder or in connection herewith except for its own gross negligence or willful misconduct or breach of the specific provisions of this Agreement. The Escrow Agent may execute any of its duties hereunder by or through employees, agents and attorneys-in-fact.

(b) Indemnification . Parent and the Company hereby agree to jointly and severally indemnify, hold harmless and defend the Escrow Agent and its directors, officers, agents, partners, of-counsels and employees (collectively, the “ Indemnitees ”) from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses, including out-of-pocket and incidental expenses and legal fees and expenses (“ Losses ”), that may be imposed on, incurred by or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which they are authorized to rely pursuant to the terms of this Agreement. In addition to and not in limitation of the immediately preceding sentence, Parent and the Company also agree to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent’s performance under this Agreement, provided the Indemnitees have not acted with gross negligence or engaged in willful misconduct. The provisions of this Section 7(b) shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent for any reason.

(c) Resignation; Merger of the Escrow Agent . The Escrow Agent shall have the right to resign for any reason after first having given Parent and Shareholders’ Representative notice in writing of its intent to resign at least thirty (30) days in advance. At the expiration of such thirty (30) days, the Escrow Agent shall deliver the remaining Escrow Property to a successor escrow agent designated in writing by Parent and Shareholders’ Representative. If Parent and Shareholders’ Representative fail to designate a successor to the Escrow Agent within such time, the Escrow Agent shall, at the expense of Parent institute a bill of interpleader as contemplated by Section 7(e)(ii) hereof. Any corporation or association into which the Escrow Agent in its individual capacity may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Escrow Agent in its individual capacity shall be a party, or any corporation or association to which all or substantially all the corporate trust business of the Escrow Agent in its individual capacity may be sold or otherwise transferred, shall be the Escrow Agent under this Agreement without further act.

(d) Reliance on Notices; Sufficiency of Agreement . The Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon the contents and assume the genuineness of any notice which is given to the Escrow Agent in proper form pursuant to this Agreement and reasonably believed by the Escrow Agent to be genuine and correct and to have been signed or sent by the proper person, without the necessity of the Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not be responsible for the validity or sufficiency of this Agreement. In all questions arising under this Agreement, the Escrow Agent may rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice the Escrow Agent shall not be liable to anyone.

7. Rights and Duties of the Escrow Agent .

7

(e) Controversy; Interpleader . Should any controversy arise between or among Parent, the Shareholders’ Representative, the

Shareholders and/or any other person, firm or entity with respect to this Agreement, the Escrow Property or any part thereof, or the right of any party or other person to receive the such property, or should Parent and the Shareholders’ Representative fail to designate another Escrow Agent as provided in Section 7(c) hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to (i) withhold delivery of the Escrow Property until the controversy is resolved and/or (ii) institute a bill of interpleader in any court of competent jurisdiction to determine the rights of the Parties hereto (the right of the Escrow Agent to institute such bill of interpleader shall not, however, be deemed to modify the manner in which Escrow Agent is entitled to make transfers from the Escrow Property as hereinabove set forth other than to tender the such property into the possession and control of such court).

(a) Consultation with Legal Counsel . The Escrow Agent may consult with its counsel or other counsel satisfactory to it with

respect to any question relating to its duties or responsibilities hereunder or otherwise in connection herewith and shall not be liable for any reasonable action taken, suffered or omitted by the Escrow Agent in good faith upon the advice of such counsel. Each of Parent, the Company, the Shareholders’ Representative and the Shareholders acknowledge and agree that the Escrow Agent is acting as legal counsel to the Company, the Shareholders’ Representative and the Shareholders in connection with this Agreement and related transactions and will continue to represent the Company, the Shareholders’ Representative and the Shareholders in connection with this Agreement and related transactions. Each of Parent, the Company, the Shareholders’ Representative and the Shareholders hereby waives any conflict of interest that may exist as a result of the Escrow Agent providing such legal services to the Company, the Shareholders’ Representative and the Shareholders and hereby waives any right to cause a substitute escrow agent to be appointed solely as a result of such conflict of interest.

(b) Independent Legal Advice . Each Party acknowledges that it has been advised by the other and the Escrow Agent to seek independent legal and financial (including tax) advice with respect to this Agreement and that it has not relied on the other Party for any advice, whether legal or otherwise, with respect to this Agreement. Specifically, each of the Parties has had the opportunity, and has been strongly advised, to consult with its counsel or other counsel satisfactory to it with respect to any question relating to its duties or responsibilities hereunder. Each of the Shareholders understands that entering into this Agreement has or may have material legal and tax consequences on such Shareholder, and Parent and the Company have not given any opinion or representation with respect to the legal or tax consequences to the Shareholders.

(c) Legal Expenses . Each Party shall be responsible for its legal expenses incurred by it, in connection with the transactions contemplated by this Agreement.

8. Legal Counsel .

8

(a) Time Periods . For purposes of computing time periods hereunder, all references to “days” shall mean regular business days of

the Escrow Agent. Whenever under the terms hereof the time for giving a notice or performing an act falls upon a Saturday, Sunday or bank holiday, such time shall be extended to the Escrow Agent’s next business day.

(b) Further Assurances . The Parties shall sign and deliver all further documents and instruments and do all things that may, either before or after the signing of this Agreement, be reasonably required to carry out the full intent and meaning of this Agreement.

(c) Severability . If one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

(d) Survival of Indemnification . Notwithstanding termination of this Agreement, the provisions of Sections 6 and 7(b) shall remain in full force and effect for so long as the Escrow Agent may have any liability.

(e) Waiver .

(i) No failure on the part of any Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

(ii) No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable nor have any effect except in the specific instance in which it is given.

(f) Notices . Any notice, request or other communication hereunder shall be given in writing and shall be served either personally by overnight delivery or delivered by mail, certified return receipt and addressed to the following addresses:

If to Parent:

Cliff Rock Resources, Corp. Attn: Michael Raymont 2436 – 27 th Street SW Calgary, Alberta, Canada T3E 2G3

9. Miscellaneous .

9

Facsimile: )303) 629-3450

If to the Company: Virtual Medical Centre, Limited L1, 414 Scarborough Beach Road Osborne Park WA 6017, Australia Facsimile: +61-8-93880611

If to the Shareholders’ Representative:

Mr. Wayne Hughes L1, 414 Scarborough Beach Road Osborne Park WA 6017, Australia Facsimile: +61-8-93880611 If to the Escrow Agent :

Gersten Savage LLP Attn: Arthur S. Marcus, Esq. 600 Lexington Ave., 9 th Floor New York, NY 10022 Facsimile: (212) 980-5192

(g) Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be deemed one and the same

agreement.

(h) Amendment . This Agreement may not be amended or modified except by a written agreement signed by each of the Parties hereto.

(i) Governing Law . This Agreement shall be construed, enforced, and administered in accordance with the laws of the State of Nevada, without giving effect to any provision thereof that would compel the application of the substantive laws of any other jurisdiction.

(j) Construction; Defined Terms. This Agreement shall be interpreted neutrally and no construction against the drafter shall be permitted. All defined terms used herein shall have the meanings herein defined or, if not defined herein, shall have the meanings ascribed to such terms in the Exchange Agreement.

(k) Entire Agreement . This Agreement, together with the Exchange Agreement, constitutes the entire agreement and understanding among the Parties and supersedes any prior agreement and understanding relating to the subject matter of this Agreement.

[Signatures on Following Page]

10

IN WITNESS WHEREOF , this Escrow Agreement has been executed by the Parties as of the date first written above.

PARENT Cliff Rock Resources Corp.

By: Name: Michael Raymont Title: President and Director

COMPANY Virtual Medical Centre, Limited

By: Name: Wayne Hughes Title: Managing Director

ESCROW AGENT Gersten Savage LLP

By: Name: Arthur S. Marcus, Esq. Title: Partner

SHAREHOLDERS’ REPRESENTATIVE Wayne Hughes

SHAREHOLDERS Wayne Hughes

Andrew Dean

Tom Maher

11

Schedule A

SHAREHOLDERS

Name Number of Exchange Shares Number of Escrow Shares

Wayne Hughes 13,262,282 9,000,000 Thomas Maher 3,250,028 1,000,000 Andrew Dean 16,339,774 10,000,000

12

Executive Services Agreement

Between: Virtual Medical Centre.com (ABN 12 097 593 587) And: Wayne Hughes Position: Managing Director of Virtual Medical Centre.com and Executive Chairman, Board of Directors Location: Level 1, 414 Scarborough Beach Road, Osborne Park WA Reporting to: Board of Directors Commencement date: 1 June 2007 Employment status: You are employed on a permanent full-time basis. As there is a significant amount of travel required of

the role, you can expect to work outside of normal business hours and on weekends in order to meet the expectations of the role.

Position description: Your responsibilities as Managing Director are to ensure the success of the business through sales of our

services, capital raising, financial management, promoting and marketing our online medical information and educational tools to health professionals in Pharmaceutical organisations, and both Private and Public Health Organisations, and to identify and follow through on sales opportunities to a successful sale. You will also liaise with relevant professional bodies, and make intellectual contributions to the development of the business. You are also to ensure that all legislative requirements of the company are met.

Gross base salary: $250,000 per annum (paid weekly) plus statutory superannuation upon appointment. PLUS $30,000 per annum as an Office Holder on the Board of Directors (Executive Chairman) Salary increases: You will be entitled to a 9% salary increase each year, on the anniversary of your appointment. Such

increases will be paid to you at a time when the company has sufficient working capital. Performance bonuses: Please refer to Attachment 1. Equipment provided: You will be provided with a mobile phone and laptop computer. Allowances: Car allowance of up to $45,000 per annum. Other benefits: • Car space provided outside the office. • Your personal Private Health Insurance will be paid at a fund of our choice. • Travel Insurance and Directors and Company Office Holders Insurance will be paid. • Memberships to the following organisations: o Qantas Frequent Flyer and The Qantas Club o HISA o CHICK Annual leave: 8 weeks paid pro-rata annual leave per year, cumulative.

Further, you are required at all times to comply with the Company’s Code of Conduct and Constitution. NONSOLICITATION/CONFIDENTIAL INFORMATION: a. Confidential Business Information. Confidential Business Information, as used in this Agreement, includes, but is not limited to, non-public Company information relating to: manufacturing processes; product formulations; research and development activities; inventions and inventions in process; expansion or acquisition plans; existing and prospective marketing plans and activities; past, existing and future litigation and litigation strategies; the identity of all customers' key employees, contact persons and requirements; operating costs; prices and other customer contract provisions; bid or proposal opportunities; the identities and compensation arrangements of key employees of the Company; business plans and strategies; and other non-public information which is of value to the Company or to a competitor, regardless of whether such information is patented, patentable, copyrighted, or technically classifiable as a trade secret. b. Competitive Business. The term Competitive Business means the manufacture or provision of the same products or services manufactured or provided by the Company during Mr Hughes’ employment. Mr Hughes agrees that during and for a period of two years after termination of his employment, whether the termination is voluntary or involuntary and regardless of the reason therefore, Executive will not solicit or induce, or attempt to solicit or induce, any employee of the Company to terminate employment or to become employed by another person or entity which is engaged in a Competitive Business.

Termination of employment: This Executive Services Agreement may be terminated by either party as follows: • By Mr Hughes providing 3 months written notice. • By Virtual Medical Centre.com: o Providing 3 months written notice should Mr Hughes be unable to perform his duties due to

incapacitation or illness for a total of 9 months in any 12 month period. o Providing 1 month’s notice if Mr Hughes is found guilty of any serious breach of this

Agreement or unreasonably neglects to perform his duties under this Agreement. o Summarily without notice if Mr Hughes is convicted of any major criminal offence which

brings the company into and lasting disrepute. Should this occur Mr Hughes will only be entitled to that portion of his remuneration that is fixed, and only up until the date of his termination. And

o Without reason giving 3 months written notice. Mr Hughes will be entitled to payment of all

bonuses earned until the termination date and a severance payment of 2 years salary plus an additional 6 months’ salary for each completed 5 years of service on his final day of employment with the company. For a period of 2 years after the termination of employment, the company will continue to pay Mr Hughes private Health Insurance costs and reasonable paid financial planning assistance.

All other conditions: Unless otherwise stated in this Agreement, you are entitled to all conditions outlined in the Fair Work

Act 2009 .

Mr Hughes agrees to hold and safeguard for the benefit of the Company all Confidential Business Information acquired or developed during the employment relationship. Mr Hughes will not, without the prior written consent of an officer of the Company, during the employment term or thereafter, misappropriate, use for his own advantage, disclose or otherwise make available Confidential Business Information to any person, except in the good faith performance of job duties while employed by the Company to persons having a need to know such information for the benefit of the Company. Before disclosing Confidential Business Information under the compulsion of legal process, Mr Hughes agrees to give prompt notice to the Company of the fact that he has been served with legal process which may require the disclosure of such Information. Upon termination of employment, Mr Hughes agrees immediately to return to the Company all Confidential Business Information in his possession or under his control. Mr Hughes agrees that he will not retain any copies or reproductions of Confidential Business Information. Mr Hughes agrees, during the two-year period after termination of employment with the Company, to notify the Company of any offer of employment, consulting agreement or ownership opportunity which may involve a Competitive Business, before accepting such offer and sufficiently in advance thereof to permit the Company to protect its rights hereunder. Mr Hughes further agrees, that upon acceptance of any offer to become an employee or consultant of a Competitive Business, to make full disclosure of the existence and contents of this Paragraph to the prospective employer or principal, and hereby authorizes the Company to do the same. Mr Hughes recognises that irreparable harm will result to the Company if Mr Hughes were to breach these covenants. The Company shall have the right, therefore, in addition to and not in lieu of any other remedies which may be available at law or in equity, to apply to any Court of competent jurisdiction to restrain, temporarily and permanently, Mr Hughes from violating these provisions. GENERAL a. This Agreement will be enforceable by, and shall inure to the benefit of, the Company, its successors and assigns. The Agreement may be assigned by the Company to a successor without the prior consent of Mr Hughes. b. The failure or refusal of either party to enforce this Agreement or to assert a violation hereof in a particular situation shall not be, and shall not be regarded as, a waiver of any other or subsequent breach of the same or any other provision of this Agreement. c. This Agreement may not be modified, amended or terminated orally, but only by a written agreement which is signed a member of the Board of Directors and by Mr Hughes. d. This Agreement supersedes all prior and contemporaneous agreements which relate to the terms and conditions of Mr Hughes employment, including any Change in Control Agreements, except for the Company's benefit plans and compensation programs offered to executives or employees generally.

DECLARATION: I HAVE READ, UNDERSTOOD AND AGREE WITH THE FOREGOING. I ACCEPT EMPLOYEMENT ONTHE ABOVE TERMS AND CONDITIONS.

Virtual Medical Centre Ltd

PO Box 1048 Subiaco WA 6904

ABN: 12 097 593 587

Mr Wayne Hughes: VIRTUAL MEDICAL CENTRE: /s/ Wayne Hughes /s/ Andrew Dean Dr Andrew Dean, Director 1 June 2007 1 June 2007

Executive Performance Bonus Schedule

The key principles of the Executive Performance Bonus Schedule are to:

Executives can avail of the following bonuses, based on company performance:

The following are one-off bonuses, to be paid on achieving the following milestones:

The following are one-off bonuses, to be allocated once the following milestones have been sustained over a 6-month period:

Signed:

Executive Service Agreement – Wayne Hughes Attachment 1

• Link executive reward with the strategic goals and sustainable performance of the Company; • Apply challenging corporate and individual key performance indicators that focus on both short term and long term outcomes; • Motivate and recognise superior performers with fair, consistent and competitive rewards; • Remunerate fairly and competitively in order to attract and retain top talent; and • Recognise capabilities and promote opportunities for career and professional development.

1. Membership bonuses

# subscribers

Applicable bonus

25,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant) 50,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant) 75,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant)

100,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant) 250,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant) 500,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant)

1,000,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant)

2. Website traffic bonuses

# unique visitors

Applicable bonus

300,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant) 500,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant) 750,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant)

1,000,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant) 2,000,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant)

3. Successful public listing within 4 years (by 1 June 2011): Granted 250,000 company shares on date of company float.

4. Annually, upon meeting or exceeding the Net After-Tax Profit target (as agreed by the Board), the Managing Director receives a one-off payment equivalent to 15% of the gross base salary.

/s/ Wayne Hughes /s/ Andrew Dean Date: 1 June 2007 Wayne Hughes Dr Andrew Dean, Director

Executive Services Agreement

Between: Virtual Medical Centre.com (ABN 12 097 593 587) And: Tom Maher Position: General Manager of Virtual Medical Centre.com and Secretary, Board of Directors Location: Level 1, 414 Scarborough Beach Road, Osborne Park WA Reporting to: Wayne Hughes, Managing Director Commencement date: 1 June 2007 Employment status: You are employed on a permanent full-time basis. As there is a significant amount of travel required of

the role, you can expect to work outside of normal business hours and on weekends in order to meet the expectations of the role.

Position description: Your responsibilities as General Manager are to ensure the success of the business by planning, directing

and coordinating the operations of the business. Duties and responsibilities include formulating policies, managing daily operations, coordinating site maintenance, research and administrative services, contract management, and planning the effective use of finances, materials, assets, IT and human resources.

Gross base salary: $150,000 per annum (paid weekly) plus statutory superannuation upon appointment PLUS $30,000 per annum as an Office Holder on the Board of Directors (Secretary) Salary increases: You will be entitled to a 9% salary increase each year, on the anniversary of your appointment. Such

increases will be paid to you at a time when the company has sufficient working capital. Performance bonuses: Please refer to Attachment 1. Equipment provided: You will be provided with a mobile phone and laptop computer. Allowances: Car allowance of up to $30,000 per annum. Other benefits: • Car space provided outside the office. • Your personal Private Health Insurance will be paid at a fund of our choice. • Travel Insurance and Directors and Company Office Holders Insurance will be paid. • Memberships to the following organisations: o Qantas Frequent Flyer and The Qantas Club o HISA o CHICK Annual leave: 6 weeks paid pro-rata annual leave per year, cumulative.

1

Further, you are required at all times to comply with the Company’s Code of Conduct and Constitution. NONSOLICITATION/CONFIDENTIAL INFORMATION: a. Confidential Business Information. Confidential Business Information, as used in this Agreement, includes, but is not limited to, non-public Company information relating to: manufacturing processes; product formulations; research and development activities; inventions and inventions in process; expansion or acquisition plans; existing and prospective marketing plans and activities; past, existing and future litigation and litigation strategies; the identity of all customers' key employees, contact persons and requirements; operating costs; prices and other customer contract provisions; bid or proposal opportunities; the identities and compensation arrangements of key employees of the Company; business plans and strategies; and other non-public information which is of value to the Company or to a competitor, regardless of whether such information is patented, patentable, copyrighted, or technically classifiable as a trade secret. b. Competitive Business. The term Competitive Business means the manufacture or provision of the same products or services manufactured or provided by the Company during Mr Maher’s employment. Mr Maher agrees that during and for a period of two years after termination of his employment, whether the termination is voluntary or involuntary and regardless of the reason therefore, Executive will not solicit or induce, or attempt to solicit or induce, any employee of the Company to terminate employment or to become employed by another person or entity which is engaged in a Competitive Business.

Termination of employment: This Executive Services Agreement may be terminated by either party as follows: • By Mr Maher providing 3 months written notice. • By Virtual Medical Centre.com: o Providing 3 months written notice should Mr Maher be unable to perform his duties due to

incapacitation or illness for a total of 9 months in any 12 month period. o Providing 1 month’s notice if Mr Maher is found guilty of any serious breach of this

Agreement or unreasonably neglects to perform his duties under this Agreement. o Summarily without notice if Mr Maher is convicted of any major criminal offence which

brings the company into and lasting disrepute. Should this occur Mr Maher will only be entitled to that portion of his remuneration that is fixed, and only up until the date of his termination. And

o Without reason giving 3 months written notice. Mr Maher will be entitled to payment of all

bonuses earned until the termination date and a severance payment of 2 years salary plus an additional 6 months’ salary for each completed 5 years of service on his final day of employment with the company. For a period of 2 years after the termination of employment, the company will continue to pay Mr Maher private Health Insurance costs and reasonable paid financial planning assistance.

All other conditions: Unless otherwise stated in this Agreement, you are entitled to all conditions outlined in the Fair Work

Act 2009 .

2

Mr Maher agrees to hold and safeguard for the benefit of the Company all Confidential Business Information acquired or developed during the employment relationship. Mr Maher will not, without the prior written consent of an officer of the Company, during the employment term or thereafter, misappropriate, use for his own advantage, disclose or otherwise make available Confidential Business Information to any person, except in the good faith performance of job duties while employed by the Company to persons having a need to know such information for the benefit of the Company. Before disclosing Confidential Business Information under the compulsion of legal process, Mr Maher agrees to give prompt notice to the Company of the fact that he has been served with legal process which may require the disclosure of such Information. Upon termination of employment, Mr Maher agrees immediately to return to the Company all Confidential Business Information in his possession or under his control. Mr Maher agrees that he will not retain any copies or reproductions of Confidential Business Information. Mr Maher agrees, during the two-year period after termination of employment with the Company, to notify the Company of any offer of employment, consulting agreement or ownership opportunity which may involve a Competitive Business, before accepting such offer and sufficiently in advance thereof to permit the Company to protect its rights hereunder. Mr Maher further agrees, that upon acceptance of any offer to become an employee or consultant of a Competitive Business, to make full disclosure of the existence and contents of this Paragraph to the prospective employer or principal, and hereby authorizes the Company to do the same. Mr Maher recognises that irreparable harm will result to the Company if Mr Maher were to breach these covenants. The Company shall have the right, therefore, in addition to and not in lieu of any other remedies which may be available at law or in equity, to apply to any Court of competent jurisdiction to restrain, temporarily and permanently, Mr Maher from violating these provisions. GENERAL a. This Agreement will be enforceable by, and shall inure to the benefit of, the Company, its successors and assigns. The Agreement may be assigned by the Company to a successor without the prior consent of Mr Maher. b. The failure or refusal of either party to enforce this Agreement or to assert a violation hereof in a particular situation shall not be, and shall not be regarded as, a waiver of any other or subsequent breach of the same or any other provision of this Agreement. c. This Agreement may not be modified, amended or terminated orally, but only by a written agreement which is signed a member of the Board of Directors and by Mr Maher. d. This Agreement supersedes all prior and contemporaneous agreements which relate to the terms and conditions of Mr Maher employment, including any Change in Control Agreements, except for the Company's benefit plans and compensation programs offered to executives or employees generally.

3

DECLARATION: I HAVE READ, UNDERSTOOD AND AGREE WITH THE FOREGOING. I ACCEPT EMPLOYEMENT ONTHE ABOVE TERMS AND CONDITIONS.

Virtual Medical Centre Ltd

PO Box 1048 Subiaco WA 6904

ABN: 12 097 593 587

Mr Tom Maher: VIRTUAL MEDICAL CENTRE: /s/ Tom Maher /s/ Wayne Hughes Wayne Hughes, Managing Director 1 June 2007 1 June 2007

4

Executive Performance Bonus Schedule

The key principles of the Executive Performance Bonus Schedule are to:

Executives can avail of the following bonuses, based on company performance:

The following are one-off bonuses, to be paid on achieving the following milestones:

The following are one-off bonuses, to be allocated once the following milestones have been sustained over a 6-month period:

Signed:

Executive Service Agreement – Tom Maher Attachment 1

• Link executive reward with the strategic goals and sustainable performance of the Company; • Apply challenging corporate and individual key performance indicators that focus on both short term and long term outcomes; • Motivate and recognise superior performers with fair, consistent and competitive rewards; • Remunerate fairly and competitively in order to attract and retain top talent; and • Recognise capabilities and promote opportunities for career and professional development.

1. Membership bonuses

# subscribers

Applicable bonus

25,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant) 50,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant) 75,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant)

100,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant) 250,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant) 500,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant)

1,000,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant)

2. Website traffic bonuses

# unique visitors

Applicable bonus

300,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant) 500,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant) 750,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant)

1,000,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant) 2,000,000 Option over 100,000 shares at $0.16 (exercisable within 4 years from the date of grant)

3. Successful public listing within 4 years (by 1 June 2011): Granted 250,000 company shares on date of company float.

4. Annually, upon meeting or exceeding the Net After-Tax Profit target (as agreed by the Board), the General Manager receives a one-off payment equivalent to 10% of the gross base salary.

/s/ Tom Maher /s/ Wayne Hughes Date: 1 June 2007 Tom Maher Wayne Hughes, Managing Director

Exhibit 99.2

VIRTUAL MEDICAL CENTRE, LTD.

CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Nine-Months Ended March 31, 2010

Page No. FINANCIAL STATEMENTS 1 Consolidated Balance Sheet (Unaudited) 2 Consolidated Statement of Operations (Unaudited) 3 Consolidated Statement of Cash Flow (Unaudited) 4 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 5

VIRTUAL MEDICAL CENTRE, LTD

Consolidated Balance Sheets

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

March 31, June 30, 2010 2009 (unaudited)

ASSETS

CURRENT ASSETS

Cash $ 184 $ 161,427 Accounts receivable, net 128,794 90,418 Current tax asset 18,428 294,619

Total Current Assets 147,406 546,464

PROPERTY, PLANT AND EQUIPMENT, net 32,279 56,431

TOTAL ASSETS $ 179,685 $ 602,895

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable and accrued expenses $ 1,072,054 $ 670,374 Bank overdraft 2,988 - Notes payable 29,599 26,389 Employee benefits payable 132,844 110,674

Total Current Liabilities 1,237,485 807,437

LONG TERM LIABILITIES

Notes payable 30,353 39,748 Employee benefits payable 21,618 22,606

Total Long Term Liabilities 51,971 62,354

TOTAL LIABILIITES 1,289,456 869,791

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock, no par value, unlimited shares authorized, 62,890,775 and 59,749,794 shares issued and outstanding, respectively 3,590,929 3,584,149

Other comprehensive income 255,589 72,179 Accumulated deficit (4,956,289 ) (3,923,224 )

Total Stockholders' Equity (Deficit) (1,109,771 ) (266,896 )

TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY (DEFICIT) $ 179,685 $ 602,895

2

VIRTUAL MEDICAL CENTRE, LTD Consolidated Statements of Operations

(unaudited)

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

For the Three Months Ended For the Nine Months Ended March 31, March 31, 2010 2009 2010 2009 REVENUES $ 325,897 $ 98,810 $ 619,102 $ 370,793 OPERATING EXPENSES

Depreciation expense 8,498 3,788 23,749 17,497 Impairment of investments - - - 132,193 Employee expenses 280,947 70,439 731,405 506,514 Rent expenses 9,157 3,959 24,338 17,708 General and administrative expenses 412,204 48,041 868,292 462,453

Total Operating Expenses 710,806 126,227 1,647,784 1,136,365

LOSS FROM OPERATIONS (384,909 ) (27,417 ) (1,028,682 ) (765,572 ) OTHER INCOME AND EXPENSE

Interest income 13 4 318 1,502 Interest expense (2,759 ) (1,644 ) (4,701 ) (3,842 )

Total Other Expenses (2,746 ) (1,640 ) (4,383 ) (2,340 )

NET LOSS BEFORE INCOME TAXES (387,655 ) (29,057 ) (1,033,065 ) (767,912 )

Income tax benefit - - - - NET LOSS $ (387,655 ) $ (29,057 ) $ (1,033,065 ) $ (767,912 )

BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.01 ) $ (0.00 ) $ (0.02 ) $ (0.01 )

WEIGHTED AVERAGE NUMBER OF COMMON SHARES

OUTSTANDING 61,320,285 58,179,304 61,320,285 58,179,304

3

VIRTUAL MEDICAL CENTRE, LTD

Statements of Cash Flows (unaudited)

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

For the Nine Months Ended March 31, 2010 2009 OPERATING ACTIVITIES

Loss from Operations $ (1,033,065 ) $ (767,912 ) Adjustments to reconcile loss from operations to the net cash used in operating activities:

Impairment of investments - 132,193 Depreciation 23,749 17,497

Changes in Operating Assets and Liabilities Accounts receivable (38,376 ) (23,694 ) Accounts payable 401,680 (50,361 ) Income tax receivable 276,191 292,612 Employee benefits payable 21,182 31,591

Net Cash Used in Operating Activities (348,639 ) (368,074 )

INVESTING ACTIVITIES

Purchase of equipment - -

Net Cash Used in Investing Activities - - FINANCING ACTIVITIES

Proceeds from the issuance of of share capital 6,780 330,247 Proceeds from bank overdraft 2,988 - Repayment of finance lease liabilities (6,185 ) (15,452 )

Net Cash Provided by Financing Activities 3,583 314,795

NET DECREASE IN CASH (345,056 ) (53,279 ) EFFECT OF FOREIGN CURRENCY TRANSLATION 183,813 (179,197 ) CASH AT BEGINNING OF YEAR 161,427 236,183

CASH AT END OF YEAR $ 184 $ 3,707

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

CASH PAID FOR:

Interest $ 4,701 $ 3,842 Income Taxes $ - $ -

4

VIRTUAL MEDICAL CENTRE, LTD

Notes to the Condensed Financial Statements March 31, 2010 and March 31, 2009

NOTE 1 - CONDENSED FINANCIAL STATEMENTS The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2010, and for all periods presented herein, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 2009 aud i ted financial statements. The results of operations for the period ended March 31, 2010 is not necessarily indicative of the operating results for the full year. NOTE 2 - GOING CONCERN The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

5

VIRTUAL MEDICAL CENTRE, LTD

Notes to the Condensed Financial Statements March 31, 2010 and March 31, 2009

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED ) Recent Accounting Pronouncements In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent Events”. Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. SFAS 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of SFAS 165 (ASC 855-10) during the quarter ended September 30, 2009 did not have a significant effect on the Company’s financial statements as of that date or for the quarter or year-to-date period then ended. In connection with preparing the accompanying unaudited financial statements as of September 30, 2009 and for the quarter and nine month period ended September 30, 2009, management evaluated subsequent events through the date that such financial statements were issued (filed with the SEC).. In June 2009, the FASB issued SFAS 168, the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” pr ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009 and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP, however, it did change the way GAAP is organized and presented. As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards. With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows. NOTE 4 – SIGNIFICANT EVENTS On May 27, 2010, Cliff Rock Resources, Corp. (“Cliff Rock”) entered into an Exchange Agreement with Virtual Medical Centre, LTD (the “Company”) wherein each share of the Company shall be exchanged into the right to receive that number of shares in Cliff Rock equal to 71,471,764 divided by the total number of shares of the Company issued and outstanding immediately prior thereto, so that after giving effect to the exchange agreement Cliff Rock shall be the holder of all of the issued and outstanding shares of the Company. The common shares received by the former shareholders of VMC represented approximately 84% of the outstanding common stock following the execution of the Exchange Agreement. Accordingly, the former shareholders of VMC have the capability to substantially control the vote on all significant matters pertaining to the Company without approval of the shareholders. The Company will account for this transaction as a reverse-acquisition, with CRR as the continuing legal entity and the Company presented as the accounting acquirer. Therefore, the historical financial statements presented herein reflect only those of the Company, the accounting acquirer. The reverse-acquisition is presented as a recapitalization of the Company. Accordingly, the historical stockholders’ equity (deficit) of the Company prior to the acquisition transaction has been retroactively restated pursuant to SFAS 141 (ASC 805).

6

VIRTUAL MEDICAL CENTRE, LTD

Notes to the Condensed Financial Statements March 31, 2010 and March 31, 2009

NOTE 5 – SUBSEQUENT EVENTS In accordance with ASC 855-10, Company management reviewed all material events and determined that there are no material subsequent events to report other than those reported.

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Exhibit 99.3

VIRTUAL MEDICAL CENTRE, LTD. CLIFF ROCK RESOURCES CORP.

INTRODUCTION TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(Unaudited) The following unaudited pro-forma condensed combined financial statements give effect to the Exchange Agreement dated May 27, 2010 between Cliff Rock Resources Corp. (“Cliff Rock”) and Virtual Medical Centre, Ltd. (“VMC”). The pro-forma condensed combined financial statements may not be indicative of what would have occurred if the transaction contemplated under the Exchange Agreement had actually occurred on the dates indicated and they should not be relied upon as an indication of future results of operations.

CLIFF ROCK RESOURCES CORP. UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEE T

Virtual Cliff Rock Medical Adjusted Resources, Inc Centre, LTD Combined ProForma ProForma March 31, 2010 Totals Adjustments AJE Totals ASSETS Current Assets:

Cash $ 9 $ 184 $ 193 $ - $ 193 Accounts Receivable - 128,794 128,794 - 128,794 Inventory - 18,428 18,428 - 18,428 Prepaid Expenses - - - - -

Total Current Assets 9 147,406 147,415 - 147,415

Property and Equipment - 32,279 32,279 - 32,279 Other Assets

Investment in Unconsolidated Affiliate - - - - -

Total Other Assets - - - - -

TOTAL ASSETS $ 9 $ 179,685 $ 179,694 $ - $ 179,694

LIABILITIES AND STOCKHOLDERS'

EQUITY (DEFICIT) Current Liabilities:

Accounts Payable and Accrued Expenses $ 82,495 $ 1,072,054 $ 1,154,549 $ - $ 1,154,549 Related Party Payable 71,411 - 71,411 - 71,411 Current Maturities of Notes Payable - 29,599 29,599 - 29,599 Current maturities of Employee Benefits - 132,844 132,844 - 132,844 Bank overdraft - 2,988 2,988 - 2,988

Total Current Liabilities 153,906 1,237,485 1,391,391 - 1,391,391

Long-Term Liabilities:

Notes Payable - 30,353 30,353 - 30,353 Employee Benefits - 21,618 21,618 - 21,618

Total Long-Term Payables - 51,971 51,971 - 51,971

Total Liabilities 153,906 1,289,456 1,443,362 - 1,443,362

Stockholders' Equity:

Preferred Stock - - - - - Common Stock 45,282 3,590,929 3,636,211 (32,500 ) [1] 80,983

68,201 [2]

(3,590,929 ) [3]

Additional Paid-in Capital 43,118 - 43,118 32,500 [1] 3,356,049

(68,201 ) [2]

3,348,632 [3 ] Other Comprehensive Income - 255,589 255,589 - 255,589 Accumulated Deficit (242,297 ) (4,956,289 ) (5,198,586 ) 242,297 (4,956,289 )

Total Stockholders' Equity (153,897 ) (1,109,771 ) (1,263,668 ) - (1,263,668 )

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT ) $ 9 $ 179,685 $ 179,694 $ - $ 179,694

CLIFF ROCK RESOURCES CORP. UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS

Virtual Cliff Rock Medical Pro-Forma Resources, Inc Centre, LTD Adjusted For the Six Months For the Nine Months Combined Pro Forma Combined March 31, 2010 Totals Adjustments AJE Totals REVENUES $ - $ 619,102 $ 619,102 $ - $ 619,102 COST OF SALES - - - - - GROSS PROFIT - 619,102 619,102 - 619,102 OPERATING EXPENSES

Advertising expense - - - - - Depreciation - 23,749 23,749 - 23,749 Foreign exchange expense 4,828 - 4,828 - 4,828 General and administrative 33,218 892,630 925,848 - 925,848 Mineral property costs 703 - 703 - 703 Professional fees - - - - - Salaries and wages - 731,405 731,405 - 731,405 Services donated by shareholder 4,000 - 4,000 - 4,000

Total Costs and Expenses 42,749 1,647,784 1,690,533 - 1,690,533

OPERATING LOSS (42,749 ) (1,028,682 ) (1,071,431 ) - (1,071,431 )

OTHER INCOME (EXPENSE)

Interest income - 318 318 - 318 Interest expense - (4,701 ) (4,701 ) - (4,701 )

Total Other Income (Expense) - (4,383 ) (4,383 ) - (4,383 )

Loss Before Taxes (42,749 ) (1,033,065 ) (1,075,814 ) - (1,075,814 )

INCOME TAX PROVISION (BENEFIT) - - - - - NET LOSS FROM CONTINUING OPERATIONS $ (42,749 ) $ (1,033,065 ) $ (1,075,814 ) $ - $ (1,075,814 )

CLIFF ROCK RESOURCES CORP. UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

Additional Other Common Stock Paid-In Comprehensive Accumulated Shares Amount Capital Income Deficit Total Balance, March 31, 2010 (Cliff Rock

Resources pre-Exchange) 45,282,000 $ 45,282 $ 43,118 $ - $ (199,548 ) $ (111,148 ) Balance, March 31, 2010 (Virtual

Medical pre-Exchange) - - 3,590,929 255,589 (3,923,224 ) (76,706 ) To record cancelation of 32,500,000

shares of common stock pursuant to Exchange Agreement (32,500,000 ) (32,500 ) 32,500 - - -

Issuance of 71,471,764 shares of

common stock to acquire 100% of the common shares of Virtual Medical Centre, Ltd 71,471,764 71,472 (71,472 ) - - -

Recapitalization entry pursuant to

reverse merger accounting - - (242,297 ) - 242,297 - Net (loss) for the nine months ended

March 31, 2010 - - - - (1,075,814 ) (1,075,814 ) Consolidated Balance, March 31, 2010 84,253,764 $ 84,254 $ 3,352,778 $ 255,589 $ (4,956,289 ) $ (1,263,668 )

CLIFF ROCK RESOURCES CORP Adjusting Journal Entries March 31, 2010

AJE 3.31.2010 DR CR [1] Common stock

32,500

Cancellation of 32,500,000 shares of common pursuant to Exchange Agreement

Additional paid-in capital (32,500 ) [2] Additional paid-in capital

71,472

Issuance of 71,471,764 shares of common stock pursuant to Exchange Agreement

Common stock (71,472 ) [3] Capital stock

3,590,909

Elimination of subsidiary capital stock pursuant to reverse merger accounting

Additional paid-in capital (3,590,909 ) TOTAL 3,694,881 (3,694,881 )

CLIFF RESOURCES, CORP Notes to Unaudited Pro Forma

Consolidated Financial Statements March 31, 2010

On May 27, 2010, Cliff Rock Resources, Corp. (“Cliff Rock”) entered into an Exchange Agreement with Virtual Medical Centre, LTD (the “Company”) wherein each share of the Company shall be exchanged into the right to receive that number of shares in Cliff Rock equal to 71,471,764 divided by the total number of shares of the Company issued and outstanding immediately prior thereto (the “Exchange”), so that after giving effect to the Exchange Agreement, Cliff Rock shall be the holder of all of the issued and outstanding shares of the Company. The common shares received by the former shareholders of VMC represented approximately 84% of the outstanding common stock following the execution of the Exchange Agreement. Accordingly, the former shareholders of VMC have the capability to substantially control the vote on all significant matters pertaining to the Company without approval of the shareholders. The Company will account for this transaction as a reverse-acquisition, with Cliff Rock as the continuing legal entity and the Company presented as the accounting acquirer. Therefore, the historical financial statements presented herein reflect only those of the Company, the accounting acquirer. The Exchange is presented as a recapitalization of the Company. Accordingly, the historical stockholders’ equity (deficit) of the Company prior to the acquisition transaction has been retroactively restated pursuant to SFAS 141 (ASC 805). The condensed, combined balance sheets of the Company and VMC are presented here as of March 31, 2010. The condensed, combined statement of operations of the Company and VMC are presented here as of the nine months ended March 31, 2010. The condensed, combined statement of stockholders’ equity is presented here through the nine months ended March 31, 2010.

1) Reflects the cancellation of 32,500,000 shares of the Company’s common stock pursuant to the Exchange Agreement with Virtual Medical Centre, LTD.

2) Reflects the issuance of 71,471,764 shares of the Cliff Rock’s common stock for all outstanding shares of VMC whereby VMC became a wholly owned subsidiary of the Company leaving 80,982,843 common shares outstanding at the close of the merger.

3) Reflects the cancellation of all outstanding shares of VMC pursuant to the Exchange Agreement.

CLIFF ROCK RESOURCES CORP. UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEE T

Virtual Cliff Rock Medical Adjusted Resources, Inc Centre, LTD Combined ProForma ProForma December 31, 2009 Totals Adjustments AJE Totals ASSETS Current Assets:

Cash $ 9 $ 34,047 $ 34,056 $ - $ 34,056 Accounts Receivable - 60,129 60,129 - 60,129 Inventory - - - - - Prepaid Expenses - - - - -

Total Current Assets 9 94,176 94,185 - 94,185

Property and Equipment - 37,545 37,545 - 37,545 Other Assets

Investment in Unconsolidated Affiliate - - - - -

Total Other Assets - - - - -

TOTAL ASSETS $ 9 $ 131,721 $ 131,730 $ - $ 131,730

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities:

Accounts Payable and Accrued Expenses $ 63,844 $ 538,259 $ 602,103 $ - $ 602,103 Related Party Payable 65,233 - 65,233 - 65,233 Deferred Revenue - 321,225 321,225 - 321,225 Current Maturities of Notes Payable - 32,718 32,718 - 32,718 Current maturities of Employee Benefits - 121,809 121,809 - 121,809 Sales Returns and Allowances Reserve - - - - -

Total Current Liabilities 129,077 1,014,011 1,143,088 - 1,143,088

Long-Term Liabilities:

Employee Benefits - 20,998 20,998 - 20,998

Total Long-Term Payables - 20,998 20,998 - 20,998

Total Liabilities 129,077 1,035,009 1,164,086 - 1,164,086 Stockholders' Equity:

Preferred Stock - - - - - Common Stock 45,282 3,590,929 3,636,211 (32,500 ) [1] 80,983

71,472 [2] (3,590,929 ) [3]

Additional Paid-in Capital 41,118 - 41,118 32,500 [1] 3,380,878 (71,472 ) [2] 3,375,461 [3]

Other Comprehensive Income - 73,759 73,759 - 73,759 Accumulated Deficit (215,468 ) (4,567,976 ) (4,783,444 ) 215,468 (4,567,976 )

Total Stockholders' Equity (129,068 ) (903,288 ) (1,032,356 ) - (1,032,356 )

TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY

(DEFICIT) $ 9 $ 131,721 $ 131,730 $ - $ 131,730

CLIFF ROCK RESOURCES CORP. UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS

Virtual Cliff Rock Medical Pro-Forma Resources, Inc Centre, LTD Adjusted For the Six Months Ended Combined Pro Forma Combined December 31, 2009 Totals Adjustments AJE Totals REVENUES $ - $ 613,086 $ 613,086 $ - $ 613,086 COST OF SALES - - - - - GROSS PROFIT - 613,086 613,086 - 613,086 OPERATING EXPENSES

Advertising expense - 124,485 124,485 - 124,485 Depreciation - 15,251 15,251 - 15,251 Foreign exchange expense 2,823 - 2,823 - 2,823 General and administrative 168,856 393,656 562,512 - 562,512 Mineral property costs 11,789 - 11,789 - 11,789 Professional fees - 277,456 277,456 - 277,456 Salaries and wages - 446,101 446,101 - 446,101 Services donated by shareholder 32,000 - 32,000 - 32,000

Total Costs and Expenses 215,468 1,256,949 1,472,417 - 1,472,417

OPERATING LOSS (215,468 ) (643,863 ) (859,331 ) - (859,331 )

OTHER INCOME (EXPENSE)

Interest income - 305 305 - 305 Interest expense - (1,942 ) (1,942 ) - (1,942 )

Total Other Income (Expense) - (1,637 ) (1,637 ) - (1,637 )

Loss Before Taxes (215,468 ) (645,500 ) (860,968 ) - (860,968 )

INCOME TAX PROVISION (BENEFIT) - - - - - NET LOSS FROM CONTINUING OPERATIONS $ (215,468 ) $ (645,500 ) $ (860,968 ) $ - $ (860,968 )

CLIFF ROCK RESOURCES CORP. UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

Additional Other Common Stock Paid-In Comprehensive Accumulated Shares Amount Capital Income Deficit Total Balance, December 31, 2009

(Cliff Rock Resources pre-Exchange) 45,282,000 $ 45,282 $ 41,118 $ - $ (215,468 ) $ (129,068 ) Balance, December 31, 2009

(Virtual Medical pre-Exchange) - - 3,590,929 73,759 (3,707,008 ) (42,320 ) To record cancelation of 32,500,000

shares of common stock pursuant to Exchange Agreement (32,500,000 ) (32,500 ) 32,500 - - -

Issuance of 71,471,764 shares of

common stock to acquire 100% of the common shares of Virtual Medical Centre, Ltd 71,471,764 71,472 (71,472 ) - - -

Recapitalization entry pursuant to

reverse merger accounting - - (215,468 ) - 215,468 - Net (loss) for the six months ended

December 31, 2009 - - - - (860,968 ) (860,968 ) Consolidated Balance, December 31,

2009 84,253,764 $ 84,254 $ 3,352,778 $ 73,759 $ (4,567,976 ) $ (1,032,356 )

CLIFF ROCK RESOURCES CORP Adjusting Journal Entries December 31, 2009

AJE 12.31.2008 DR CR

[1] Common stock 32,500 Cancellation of 32,500,000 shares of common pursuant to Exchange Agreement

Additional paid-in capital (32,500 )

[2] Additional paid-in capital 71,472 Issuance of 71,471,764 shares of common stock pursuant to Exchange Agreement

Common stock (71,472 )

[3] Capital stock 3,590,909 Elimination of subsidiary capital stock pursuant to reverse merger accounting

Additional paid-in capital (3,590,909 )

TOTAL 3,694,881 (3,694,881 )

CLIFF RESOURCES, CORP Notes to Unaudited Pro Forma

Consolidated Financial Statements December 31, 2009

On March 27, 2010, Cliff Rock Resources, Corp. (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”) with Virtual Medical Centre, LTD (VMC) wherein each share of VMC was exchanged into the right to receive that number of Company shares equal to 71,471,764 divided by the total number of shares of VMC issued & outstanding (the “Exchange”) . The common shares received by the former shareholders of VMC represented approximately 84% of the outstanding common stock of the Company following the Exchange. Accordingly, the former shareholders of VMC have the capability to substantially control the vote on all significant matters pertaining to the Company without approval of the shareholders. The Company accounted for this transaction as a reverse-acquisition, with the Company as the continuing legal entity and VMC presented as the accounting acquirer. Therefore, the historical financial statements presented herein reflect only those of VMC, the accounting acquirer. The Exchange is presented as a recapitalization of VMC. Accordingly, the historical stockholders’ equity (deficit) of VMC prior to the acquisition transaction has been retroactively restated pursuant to SFAS 141 (ASC 805). The condensed, combined balance sheets of the Company and VMC are presented here as of December 31, 2009. The condensed, combined statement of operations of the Company and VMC are presented here as of the year ended December 31, 2009. The condensed, combined statement of stockholders’ equity is presented here through the year ended December 31, 2009.

1) Reflects the cancellation of 32,500,000 shares of the Company’s common stock pursuant to the Exchange Agreement with Virtual Medical Centre, LTD.

2) Reflects the issuance of 71,471,764 shares of the Company’s common stock for all outstanding shares of VMC whereby VMC became a wholly owned subsidiary of the Company leaving 80,982,843 common shares outstanding at the close of the Exchange.

3) Reflects the cancellation of all outstanding shares of VMC pursuant to the Exchange Agreement.